Loading...
08-23-21 Joint TC BOT Agenda PacketTC/BOT Agenda – 8/23/2021 Page 1 of 4 TOWN OF WESTLAKE TOWN COUNCIL AND WESTLAKE ACADEMY BOARD OF TRUSTEES JOINT MEETING AGENDA 1500 SOLANA BLVD, BUILDING 7, SUITE 7100, COUNCIL CHAMBER WESTLAKE, TX 76262 AUGUST 23, 2021 5:00 P.M. MEETING In accordance with Order of the Office of the Governor issued March 16, 2020 and March 19, 2020, the Town Council of the Town of Westlake and the Board of Trustees of Westlake Academy will conduct this joint meeting at 5:00 p.m. on Monday, August 23, 2021. In order to advance the public health goal of promoting "social distancing" to slow the spread of the Coronavirus (COVID- 19), there will be limited public access to the physical location described above. A limit of thirty (30) seats will be available to the public on a first-come, first-serve basis. A recording of this meeting will be made and will be available to the public in accordance with the Open Meetings Act. Vision Statement An oasis of natural beauty that maintains our open spaces in balance with distinctive development, trails, and quality of life amenities amidst an ever expanding urban landscape. Regular Session 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. CITIZEN COMMENTS: This is an opportunity for citizens to address the Town Council or Board of Trustees on any matter, whether or not it is posted on the agenda. Individual citizen comments are normally limited to three (3) minutes; however, time limits can be adjusted by the presiding officer. The presiding officer may ask the citizen to hold their comment on an agenda item if the item is posted as a Public Hearing. The Town Council and Board of Trustees cannot by law take action nor have any discussion or deliberations on any presentation made at this time concerning an item not listed on the agenda. The Town Council and Board of Trustees will receive the information, ask staff to review the matter, or an item may be noticed on a future agenda for deliberation or action. 4. ITEMS OF COMMUNITY INTEREST: Mayor and Council Reports on Items of Community Interest pursuant to Texas Government Code Section 551.0415 the Town Council may report on the following items: (1) expression of thanks, congratulations or condolences; (2) information about holiday schedules; (3) recognition of individuals; (4) reminders about upcoming Town Council events; (5) information about community events; and (6) announcements involving imminent threat to public health and safety. 5. CONSENT AGENDA: All items listed below are considered routine by the Town Council and/or Board of Trustees and will be enacted with one motion. There will be no separate discussion of items unless a Council/Board Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. TC/BOT Agenda – 8/23/2021 Page 2 of 4 a. Consider approval of the Town Council minutes from the Joint meeting on March 1, 2021. b. Consider approval of the Town Council minutes from the Joint meeting on March 29, 2021. c. Consider approval of Ordinance 929, for a negotiated settlement between the Atmos Cities Steering Committee (“ACSC”) and Atmos Energy Corporation, Mid-Tex Division (“Company”) regarding the Company’s 2021 Rate Review Mechanism (RRM) Filings; and Approving a Settlement Agreement with Attached Rate Tariffs and Proof of Revenues and Other Documents Connected to these Rate Proceedings. d. Consider approval of Ordinance 930, updating the 2020 Solana Public Improvement District Service and Assessment Plan and Assessment Roll. e. Consider approval of Resolution 21-26, approving the tax rolls for tax year 2021 on property within the town; approving the estimated tax collection rate; and designating an official to calculate the no-new-revenue tax rate and the voter-approval rate. f. Consider approval of Resolution 21-27, authorizing the Town Manager to execute an agreement with Circle T Ranch Phase III association to provide a 5-year streetscape maintenance agreement for Schwab Way Phase I and II. 6. DISCUSSION AND CONSIDERATION TO ELECT A MAYOR PRO TEMPORE. 7. TOWN MANAGER/SUPERINTENDENT UPDATE a. Texas Education Agency (TEA) guidance regarding use of face masks on campus. b. Development 8. CONSIDER APPROVAL OF RESOLUTION 21-28, APPOINTING AND REAPPOINTING MEMBERS TO THE PLANNING AND ZONING COMMISSION. 9. CONSIDER APPROVAL OF RESOLUTION 21-29, ADOPTING A MAXIMUM PROPOSED AD VALOREM TAX RATE, TAKE A RECORD VOTE, AND SETTING THE DATE FOR THE PUBLIC HEARING AND ADOPTION OF THE OPERATING BUDGET AND TAX RATE FOR FISCAL YEAR 2021-2022. 10. CONSIDER APPROVAL OF ORDINANCE 931, AUTHORIZING THE ISSUANCE OF TOWN OF WESTLAKE, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021; AWARDING THE SALE THEREOF; LEVYING A TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT/REGISTRAR AGREEMENT AND A DEPOSIT AGREEMENT; APPROVING THE OFFICIAL STATEMENT; ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. 11. CONSIDER APPROVAL OF ORDINANCE 932, AUTHORIZING THE ISSUANCE OF COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2021; LEVYING A TAX, AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID CERTIFICATES; AWARDING THE SALE OF THE CERTIFICATES; AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AGREEMENT; APPROVING THE OFFICIAL STATEMENT; ENACTING OTHER TC/BOT Agenda – 8/23/2021 Page 3 of 4 PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. 12. CONDUCT A PUBLIC HEARING AND CONSIDER APPROVAL OF ORDINANCE 933, APPROVING AMENDMENTS TO ORDINANCE 760 APPROVING THE DESIGN GUIDELINES FOR THE PD1-2 ZONING DISTRICT, KNOWN AS “WESTLAKE ENTRADA”, LOCATED NORTH OF SOLANA BLVD., EAST OF DAVIS BLVD., AND SOUTH OF STATE HIGHWAY 114. 13. CONDUCT A PUBLIC HEARING AND CONSIDER APPROVAL OF ORDINANCE 934, APPROVING AMENDMENTS TO ORDINANCES 720 AND 918 APPROVING AND AMENDING THE DEVELOPMENT PLAN FOR THE PD1-2 ZONING DISTRICT, KNOWN AS “WESTLAKE ENTRADA”, LOCATED NORTH OF SOLANA BLVD., EAST OF DAVIS BLVD., AND SOUTH OF STATE HIGHWAY 114. 14. CONDUCT A PUBLIC HEARING AND CONSIDER APPROVAL OF ORDINANCE 935, APPROVING AMENDMENTS TO ORDINANCE 703 APPROVING THE PD1-2 ZONING DISTRICT, KNOWN AS “WESTLAKE ENTRADA”, LOCATED NORTH OF SOLANA BLVD., EAST OF DAVIS BLVD., AND SOUTH OF STATE HIGHWAY 114. 15. PRESENTATION AND DISCUSSION OF AND UPDATE TO THE TOWN COUNCIL/ BOARD OF TRUSTEES GOVERNANCE POLICY DOCUMENT. 16. 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 the Texas Government Code - FM 1938 access for proposed Southlake development. b. Section 551.071 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation regarding BRS. c. Section 551.071 - Consultation with Town Attorney regarding pending, threatened, or contemplated litigation regarding Vaquero drainage matters. d. 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. 17. RECONVENE MEETING 18. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 19. COUNCIL RECAP/STAFF DIRECTION TC/BOT Agenda – 8/23/2021 Page 4 of 4 20. FUTURE AGENDA ITEMS: Any Town Council/Board of Trustees Member may request at a workshop and or Town Council/Board of Trustees meeting, under “Future Agenda Item Requests”, an agenda item for a future Town Council/Board of Trustees meeting. The Town Council/Board of Trustees Member 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 Council/Board of Trustees Member will explain the item, the need for Town Council/Board of Trustees discussion of the item, the item’s relationship to the Town Council/Board of Trustees strategic priorities, and the amount of estimated staff time necessary to prepare for Town Council/Board of Trustees discussion. If the requesting Town Council/Board of Trustees Member receives a second, the Town Manager/Superintendent will place the item on the Town Council/Board of Trustees agenda calendar allowing for adequate time for staff preparation on the agenda item. a. Approved by Council for Discussion i. Historical Designations for various properties in Westlake (5/24) ii. Westlake Academy Data Request (will be presented in modified form at 9/16 retreat) b. Proposed Items i. Quarterly HOA Board Meeting Discussions (Councilmember Dasgupta) ii. Drainage and Water Runoff (Councilmember White) c. Pending items 21. 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, August 20, 2021, by 5:00 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. _____________________________________ Todd Wood, Town Secretary If you plan to attend this public meeting and have a disability that requires special needs, please advise the Town Secretary’s Office 48 hours in advance at 817-490-5711 and reasonable accommodations will be made to assist you. United States Pledge "I pledge allegiance to the flag of the United States of America, and to the republic for which it stands, one nation under God, indivisible, with liberty and justice for all." Texas Pledge “Honor the Texas flag; I pledge allegiance to the, Texas, one state under God, one and indivisible.” Town Council/Board of Trustees Item # 2 – Pledge of Allegiance CITIZEN COMMENTS: This is an opportunity for citizens to address the Town Council 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, August 23, 2021; 5:00 pm* Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 (In-person, limited seating for social distancing) Terra Bella/Glenwyck/Carlyle Ct/Dove Road Neighborhood Meeting Tuesday, August 24, 2021; 6:00 pm 1765 Terra Bella Drive, Westlake, Texas 76262 Chamber of Commerce Alliance Development Forum Wednesday, August 25, 2021; 11 am Speedway Club, Texas Motor Speedway Military Heroes Run Saturday, August 28, 2021; 7:00 am 2902 Sam School Road, Westlake, Texas 76262 Town of Westlake/Westlake Academy Holiday Town Hall and the Municipal Court will be closed to observe the Labor Day holiday. Monday, September 6, 2021 WA BOT/Council Visioning Retreat Thursday, September 16, 2021; 8:30 am-5:00 pm Agenda and meeting location will be provided at a later date WA New Parents Meeting Wednesday, September 22, 2021; 6 pm The home of Laura and Doug Wheat *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 # 5 – Items of Community Interest CONSENT AGENDA: All items listed below are considered routine by the Town Council and Board of Trustees will be enacted with one motion. There will be no separate discussion of items unless a Council Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. a. Consider approval of the Town Council minutes from the Joint meeting on March 1, 2021. b. Consider approval of the Town Council minutes from the Joint meeting on March 29, 2021. c. Consider approval of Ordinance 929, for a negotiated settlement between the Atmos Cities Steering Committee (“ACSC”) and Atmos Energy Corporation, Mid-Tex Division (“Company”) regarding the Company’s 2021 Rate Review Mechanism (RRM) Filings; and Approving a Settlement Agreement with Attached Rate Tariffs and Proof of Revenues and Other Documents Connected to these Rate Proceedings. d. Consider approval of Ordinance 930, updating the 2020 Solana Public Improvement District Service and Assessment Plan and Assessment Roll. e. Consider approval of Resolution 21-26, approving the tax rolls for tax year 2021 on property within the town; approving the estimated tax collection rate; and designating an official to calculate the no-new-revenue tax rate and the voter-approval rate. f. Consider approval of Resolution 21-27, authorizing the Town Manager to execute an agreement with Circle T Ranch Phase III association to provide a 5- year streetscape maintenance agreement for Schwab Way Phase I and II. Town Council/Board of Trustees Item # 5 – Consent Agenda TC/BOT Minutes – 03/01/21 Page 1 of 7 MINUTES OF THE JOINT TOWN OF WESTLAKE TOWN COUNCIL AND WESTLAKE ACADEMY BOARD OF TRUSTEES MEETING March 1, 2021 In accordance with Order of the Office of the Governor issued March 16, 2020 and March 19, 2020, the Town Council of the Town of Westlake and the Board of Trustees of Westlake Academy conducted a joint meeting at 5:00 p.m. on Monday, March 1, 2021 by video and telephone conference in order to advance the public health goal of limiting face-to-face meetings (also called "social distancing") to slow the spread of the Coronavirus (COVID-19). There was no public access to the physical location described above. A recording of the telephonic meeting was made and is available to the public. PRESENT: Mayor Laura Wheat and Council Members Carol Langdon, Rajiv Trivedi, and Greg Goble. ABSENT: Council Members Alesa Belvedere and Rick Rennhack. OTHERS PRESENT: Town Manager Amanda DeGan, Deputy Town Manager Noah Simon, Assistant Town Manager Jarrod Greenwood, Town Attorney Stan Lowry, Town Secretary Todd Wood, Director of Information Technology Jason Power, Director of Finance Ginger Awtry, Director of Public Works & Facilities Troy Meyer, Director of Planning & Development Ron Ruthven, Communications Manager Jon Sasser, Executive Director Dr. Mechelle Bryson, Business Manager Marlene Rutledge, Finance & Budget Analyst Kelsey Wong, Building Official Pat Cooke, Administration and Accountability Director Darcy McFarlane, Assistant PYP Principal Beckie Paquin, Assistant MYP Principal Maxwell Ituah, DP Principal Dr. James Owen, and College Counselor Carl Tippen. Regular Session 1. CALL TO ORDER Mayor Wheat called the Regular Session to order at 5:05 p.m. 2. CITIZEN COMMENTS Mayor Wheat provided a brief summary of instructions to the public for citizen comments. TC/BOT Minutes – 03/01/21 Page 2 of 7 No one addressed the Town Council or Board of Trustees. 3. ITEMS OF COMMUNITY INTEREST Communications Manager Jon Sasser provided an update on the following items: Planning & Zoning Meeting: This meeting will be held on Monday, March 8, 2021 at 5:00 p.m. via Teleconferencing. Spring Break: Westlake Academy will be closed for Spring Break from March 15-19, 2021. Gallery Night: The Westlake Academy Foundation will hold their Annual Gallery Night event on Saturday, April 10, 2021 at the Vaquero Club. Public Works Employees: During the winter weather event in February, the Public Works department performed an exceptional job throughout the Town and Westlake Academy. These employees included Director of Public Works and Facilities Troy Meyer, Public Works Superintendent Kory Kittrell, Rosie Miller, James McGuinness. Fire Chief Richard Whitten Deputy Fire Chief John Ard, Town Manager Amanda DeGan, Deputy Town Manager Noah Simon, Assistant Town Manager Jarrod Greenwood, Utility & Facility Coordinator Dianna Orender, and Building Official Pat Cooke assisted many residents with frozen pipe concerns. Mr. Sasser stated that he would like to designate Mr. Paul Andreason as the “communications MVP” of the entire team throughout this rare weather event. Mayor week thanked the staff, noting the feedback that she has received has been incredible. 4. CONSENT AGENDA: All items listed below are considered routine by the Town Council and will be enacted with one motion. There will be no separate discussion of items unless a Council Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. a. Consider of WA Resolution 21-02, approving a Waiver for Missed School Days and Professional Development Days. b. Consideration of WA Resolution 21-03, authorizing compensation to be paid to Employees during the inclement weather period. c. Consider approval of Resolution 21-05, amending Resolution 09-02 that established a Policy for Naming Town Owned Facilities and Parks, and to provide guidelines and standards for the submission of individuals or entities for naming opportunities. d. Consideration of Resolution 21-06, authorizing changes to the signers on all Town of Westlake Solana PID depository accounts with US Bank. MOTION: Mayor Wheat asked for a motion to approve the consent agenda. Council Member Langdon made a motion to approve. Council Member Trivedi seconded the motion. The motion carried by a vote of 3-0. TC/BOT Minutes – 03/01/21 Page 3 of 7 5. CONDUCT A PUBLIC HEARING AND DISCUSSION OF WESTLAKE ACADEMY’S 2020 ACCOUNTABILITY REPORT. Executive Director Dr. Mechelle Bryson presented this item. She began by stating that TEA requires each district and charter school to present the Accountability Report annually during a public hearing; allowing the community to see how well Westlake Academy is performing. She explained that the state accountability ratings are based on the overall performance of the school in three domains: Student Achievement, School Progress, and Closing the Gap. Based on these outcomes, school districts and charter schools are assigned a grade of A-F. Due to the COVID-19 pandemic, TEA cancelled the STARR exams last year and waived the issuance of accountability ratings. However, TEA did publish Report Cards for schools. Dr. Bryson then stated that she would provide details of Westlake Academy’s TAPR (Texas Academic Financial Report) during her presentation. Westlake Academy met the 2020 Special Education requirements, although the overall Accountability Rating was not provided due to the “Declared State of Disaster” during this time period. Dr. Bryson then spoke about the ACT test scores, noting that students were only able to take this test in February, and were not allowed to re-test later in the spring. The scores showed a slight decrease in comparison to the previous academic year, which could be attributed to COVID-19 and the inability to re-test. Despite ACT scores falling uniformly across the state, Westlake Academy maintained scores that were well above the state average. College Counselor Carl Tippen added that many colleges would not be requiring SAT or ACT testing across the board for this year and felt that this was an important trend to be aware of. Dr. Bryson then showed the SAT scores in comparison to previous years. While there was a very small decrease in these overall scores, Westlake Academy continued to score well above the state average; despite having to take the test sooner in the year. AP (Advanced Placement) test scores remained unchanged from the prior year. Additionally, 90.5% of 2020 graduates received the IB diploma, which was unchanged from the prior year. However, the number of AP Scholars increased from 43 to 58, representing a 30% increase. With no questions from the Board, President Wheat opened the Public Hearing at 5:34 p.m. No one addressed the Board of Trustees. President Wheat closed the Public Hearing at 5:34 p.m. 6. PRESENTATION AND DISCUSSION REGARDING THE COVID-19 PANDEMIC, INCLUDING UPDATES AND RECOMMENDATIONS ON MUNICIPAL AND ACADEMIC OPERATIONS. Town Manager/Superintendent Mrs. Amanda DeGan addressed this item; noting that a presentation would be shown containing data that was requested by the Board of Trustees at the previous meeting. Ms. DeGan stated that prior to giving this presentation, she wanted to share information that was provided on a call with Denton County earlier that day. According to Dr. Richardson, the positivity rate for COVID-19 has in Denton County has TC/BOT Minutes – 03/01/21 Page 4 of 7 increased to 14%, compared to the 4% positivity rate in July 2020. Compared to recent months, this appears to be trending in the right direction, and businesses have been allowed to re-open at the 75% capacity level. Hospitalization rates have also trended downward and is consistent with the information received from Tarrant County. Mrs. DeGan then noted that caution is still advised following the recent freeze event and the upcoming spring break week, and the impact of any variants of the virus is still unknown. Mayor Laura Wheat then added that Denton County currently has 300,000 individuals on the waiting list for vaccination, and 135,000 invitations have been sent out. She then stated the Dr. Richardson believed that anyone wanting the vaccine should be able to receive it by April, regardless of category. Additionally, Dr. Richardson believed that those who have been vaccinated would be highly unlikely to transmit the virus, and he expected the CDC to issue new guidelines in the near future. Deputy Town Manager Noah Simon shared that the information received on the Tarrant County call was consistent with Denton County, and the number of positive cases has trended downward. An increase in positive cases is expected by Tarrant County due to the recent winter weather event and upcoming spring break week; however, it is not expected that these increases will be as large as those that have been previously experienced. Mr. Simon added that we have been commended by Tarrant County for the steps we have taken with enacting our protocols and procedures, and we have been advised to not change anything at this time. Mrs. DeGan then asked Budget and Financial Analyst Kelsey Wong to present data that has been collected from other entities regarding COVID-19. Ms. Wong began by showing a slide that illustrated the impact of COVID-19 to the staff and students in isolation from August 2020 through February 2021. This graph showed 295 isolations in January and 44 in February. While not all cases were school-related events, this mirrored the pattern of confirmed cases that have been reported by the State of Texas. Westlake Academy’s quarantine protocols were then presented in comparison to those used by Keller ISD, Carroll ISD, and Northwest ISD. All data was relatively consistent for positive cases; however, Westlake Academy has maintained the 14-day quarantine for close contact in comparison with the comparative school districts, and a 24-day period for close contact within the household. Comparative school districts have maintained a ten (10) day quarantine period after close contact, for a total of twenty (20) days. Westlake Academy’s protocols regarding isolation remain consistent with current CDC guidelines. When compared to lab-confirmed cases, Westlake Academy has a slightly lower percentage of positive cases to surrounding school districts. It was noted that the data is reported differently between school districts, and efforts have been made to normalize the data for comparative purposes. Mrs. DeGan then asked for Board direction as to whether the isolation periods for Westlake Academy should remain the same or be modified based on this data. The Board agreed that the protocols that are currently in place should remain in effect. Mayor Wheat asked if there were specific reasons as to why the current protocols should remain in effect. Deputy Town Manager Noah Simon responded that that this was due to recommendations from Tarrant County Public Health, CDC guidelines, and the fact that this is a K-12 campus where exposures may occur differently than in a traditional school district with multiple campuses. In addition, teachers at Westlake Academy cannot be substituted as easily, TC/BOT Minutes – 03/01/21 Page 5 of 7 especially if they are teaching a subject where Westlake Academy does not have “depth on the bench”. He reiterated that the goal was to keep staff and students as safe as possible, and the feedback from Tarrant County has been encouraging, and current practices should be continued. Mr. Simon then stated that if the Board had interest in making a change, his recommendation would be to wait until after spring break in order to properly evaluate the anticipated surge in positive cases. The Board agreed unanimously that the current protocols and isolation periods would remain in effect and be re-evaluated several weeks after spring break. 7. CONSIDER RESOLUTION 21-07, APPROVING A ROADWAY CONSTRUCTION AGREEMENT FOR STREET “G” LOCATED BETWEEN SCHWAB WAY AND SH 170. Director of Planning and Development Ron Ruthven presented this item. He stated that this was a simple construction agreement for a road that would link Schwab Way to SH 170. This project would fulfill the obligation outlined in Ordinance 870 that as part of the Phase 2 construction and is supported by the traffic impact analysis that was commissioned by the Town of Westlake. MOTION: Mayor Wheat asked for a motion to approve Resolution 21-07. Council Member Trivedi made a motion to approve. Council Member Goble seconded the motion. The motion carried by a vote of 3-0. 8. EXECUTIVE SESSION: The Town Council/Board of Trustees recessed at 6:25 p.m., and convened into Executive Session at 6:41 p.m. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Sec 551.076 – Deliberation Regarding Security Devices or Security Audit to deliberate: (1) the deployment, or specific occasions for implementation of security personnel or devices; or (2) a security audit. b. Section 551.087 - Deliberation Regarding Economic Development Negotiations (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1) for the following: - Front 44 - Entrada - Project “YYZ” - Potential development on 55.12 acres located at Tracts 7C, 7F, 7G, 7H, 7L and 7M Abstract 648, William Huff Survey, Town of Westlake, Texas, TC/BOT Minutes – 03/01/21 Page 6 of 7 and more generally located at the northeast corner of U.S. Highway 377 and State Highway 170. c. Section 551.071(2) Consultation with Attorney – to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code - FM 1938 access for proposed Southlake development. d. Section 551.074(a)(1): Deliberation Regarding Personnel Matters – to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation e. Section 551.071 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation regarding BRS. 9. RECONVENE MEETING The Town Council/Board of Trustees reconvened into Regular Session at 8:40 p.m. 10. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. None. 11. COUNCIL RECAP/STAFF DIRECTION None. 12. FUTURE AGENDA ITEMS: Any Council member may request at a workshop and / or Council meeting, under “Future Agenda Item Requests”, an agenda item for a future Council meeting. The Council Member making the request will contact the Town Manager with the requested item and the Town Manager will list it on the agenda. At the meeting, the requesting Council Member will explain the item, the need for Council discussion of the item, the item’s relationship to the Council’s strategic priorities, and the amount of estimated staff time necessary to prepare for Council discussion. If the requesting Council Member receives a second, the Town Manager will place the item on the Council agenda calendar allowing for adequate time for staff preparation on the agenda item. None. 13. ADJOURNMENT There being no further business before the Town Council or Board of Trustees, Mayor Wheat asked for a motion to adjourn the meeting. TC/BOT Minutes – 03/01/21 Page 7 of 7 MOTION: Council Member Langdon made a motion to adjourn the meeting. Council Member Goble seconded the motion. The motion carried by a vote of 3-0. Mayor Wheat adjourned the meeting at 8:41 p.m. ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.071 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE. APPROVED BY THE TOWN COUNCIL ON AUGUST 9, 2021. ATTEST: _____________________________ Laura Wheat, Mayor __________________________ Todd Wood, Town Secretary TC/BOT Minutes – 03/29/21 Page 1 of 10 MINUTES OF THE JOINT TOWN OF WESTLAKE TOWN COUNCIL AND WESTLAKE ACADEMY BOARD OF TRUSTEES MEETING March 29, 2021 In accordance with Order of the Office of the Governor issued March 16, 2020 and March 19, 2020, the Town Council of the Town of Westlake and the Board of Trustees of Westlake Academy conducted a joint meeting at 6:30 p.m. on Monday, March 29, 2021 by video and telephone conference in order to advance the public health goal of limiting face-to-face meetings (also called "social distancing") to slow the spread of the Coronavirus (COVID-19). There was no public access to the physical location described above. A recording of the telephonic meeting was made and is available to the public. PRESENT: Mayor Laura Wheat and Council Members Carol Langdon, Alesa Belvedere, Rajiv Trivedi, Rick Rennhack, and Greg Goble. ABSENT: None. OTHERS PRESENT: Town Manager Amanda DeGan, Deputy Town Manager Noah Simon, Assistant Town Manager Jarrod Greenwood, Town Attorney Stan Lowry, Town Secretary Todd Wood, Director of Finance Ginger Awtry, Director of Public Works & Facilities Troy Meyer, Director of Planning & Development Ron Ruthven, Director of Community Engagement Jon Sasser, Development Coordinator Nick Ford, Keller City Manager Mark Hafner, City of Keller Interim Fire Chief Shane Gainer, Grenada HOA President Vik Suresh, and Grenada HOA Board Member Brian Pierce. Executive Session 1. CALL TO ORDER Mayor Wheat called the Town Council/Board of Trustees meeting to order at 5:01 p.m. The Town Council/Board of Trustees recessed into Executive Session at 5:01 p.m. The Town Council/Board of Trustees reconvened at 6:40 p.m. Mayor Wheat indicated that there would be an action item for the Town Council. TC/BOT Minutes – 03/29/21 Page 2 of 10 MOTION: Mayor Wheat asked for a motion to approve Resolution 21-12 from Executive Session. Council Member Langdon made a motion to approve. Council Member Rennhack seconded the motion. The motion carried by a vote of 5-0. Mayor Wheat called the Regular Session to order at 6:41 p.m. 2. CITIZEN COMMENTS Mayor Wheat provided a brief summary of instructions to the public for citizen comments. No one addressed the Town Council or Board of Trustees. 3. ITEMS OF COMMUNITY INTEREST Director of Community Engagement Jon Sasser provided an update on the following items: Town Hall and Westlake Academy Holiday Closure: Westlake Town Hall, Municipal Court, and Westlake Academy will be closed on Friday, April 2, 2021 in observance the Easter holiday. Coffee & Conversation with the Mayor: This will be resumed on Monday, April 5th, 2021; from 8:00 a.m. to 9:30 am at Sip Stir Coffee, located at 1301 Solana Blvd Suite 4105 Westlake, TX 76262. Gallery Night: The Westlake Academy Foundation will hold the Annual Gallery Night event, named “Rhinestones at the Ranch” and will be held on Saturday, April 10, 2021 at the Vaquero Club. RSVPs will be due by April 5, 2021. Early Voting: This will occur between April 19th through April 27th. The Town of Westlake has all of the information of early voting locations and the times that the polls will be open. Election Day will be on May 1, 2021, and due to construction, the polling location will be located in Building #1, Suite #1100. Roanoke Road Re-Pavement: This is a City of Keller project that began this week, located between Knox Road and Melody Lane. The project is expected to be completed on May 7th and may impact the residents of Stagecoach Hills and others who use this road. COVID-19 Vaccinations: COVID-19 vaccines are now available for all adults in the state of Texas, and information will be sent out in tomorrow’s version of the Westlake Wire. 4. CONSENT AGENDA: All items listed below are considered routine by the Town Council and will be enacted with one motion. There will be no separate discussion of items unless a Council Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. TC/BOT Minutes – 03/29/21 Page 3 of 10 a. Consider approval of the minutes from the Town Council meeting on November 30, 2020. b. Consideration of WA Resolution 21-08, authorizing the Town to enter into Joint Election Agreements with Tarrant and Denton Counties to conduct the General Election to be held on May 1, 2021. c. Consider approval of Resolution 21-09, continuing participation with the Atmos Cities Steering Committee and authorizing payment of five cents per capita to the Atmos Cities Steering Committee to fund regulatory and related activities related to Atmos Energy Corporation. Mayor Wheat then asked if any items from the consent agenda needed to be discussed separately. There was no request from the Town Council to discuss any consent agenda item separately. MOTION: Mayor Wheat then asked for a motion to approve the consent agenda. Council Member Rennhack made a motion to approve. Council Member Trivedi seconded the motion. The motion carried by a vote of 5-0. 5. PRESENTATION AND DISCUSSION REGARDING THE ANNUAL REPORT FROM THE KELLER POLICE DEPARTMENT RELATIVE TO POLICE SERVICES AND THE RACIAL PROFILING REPORT FOR THE TOWN OF WESTLAKE. City of Keller Police Chief Bradley Fortune presented this item. He began by stating that he looked forward to meeting everyone in person soon, as opportunities for interaction were limited in 2020. Chief Fortune began his presentation describing the department’s mission, values, policing philosophies, and performance measures. Chief Fortune then explained Westlake’s crime rate statistics, which were 3.72 per 1,000 in daytime population. He noted that this was an incredibly low crime rate, with only 48 Part 1 crimes occurring throughout the entire year. Of these crimes, 72% were property related and involved theft from construction sites and unsecured vehicles. The Keller Police Department has increased building checks and foot patrols in an effort to reduce these statistics even further. Chief Fortune then presented traffic safety statistics. From 2019 to 2020, there was 13.8% decrease in reportable crashes from 2019 (94) to 2020 (81), and a 33% decrease in overall crashes from 2019 (327) to 2020 (219). The top three (3) factors for crashes were explained, and the top three (3) locations for these crashes were shown to occur at Trophy Lake Drive and SH 114, Trophy Club Drive and SH 114, and US 377 and SH 170. Chief Fortune then illustrated a graph showing the impact of COVID-19 on traffic enforcement, when a directive was given to limit personal contact as much as possible by only initiating traffic stops for offences that would be considered major public safety violations. Normal operations were resumed on July 6, 2020, with the use of recommended Personal Protective Equipment (PPE) by officers. Chief Fortune then showed several slides using data from the North Central Texas Council of Governments (NCTCOG) and the Keller Police Department illustrating the average percentage change in vehicle volume on the freeways during 2020. The first three months showed a very nominal reduction; however, decreases spiked in April 2020 with a 28% reduction in volume, and 19% in May. The percentages were relatively consistent from June through December, with decreases ranging from 12% to 7% by month. During the TC/BOT Minutes – 03/29/21 Page 4 of 10 months where vehicle volume decreased the most, a corresponding increase in vehicle speeds also occurred. Vehicle accidents also decreased during this time, trending in a similar manner with traffic volume. However, the percentage of serious vehicle accidents increased, which is attributed to higher average vehicle speeds. Chief Fortune then explained the timeliness in service. Statistics showed that 911 calls were answered within 10 (ten) seconds 99% of the time, and appropriate emergency services were dispatched within 49 seconds when averaged. These statistics exceeded the department’s benchmark goals. Additionally, police response to Priority 1 calls averaged 3 minutes and twenty-seven seconds (3:27), and police patrol response to all calls averaged eleven minutes and six seconds (11:06). These statistics also exceeded the goal of four (4) minutes and fifteen (15) minutes, respectively. Chief Fortune stated that the main goal was to respect the time of citizens needing service, regardless of the priority of the call. Using survey data, the Keller Police Department exceeded expectations regarding care and professionalism (92.8%) and meeting or exceeding expectations (99%). Overall, 93.3% of respondents gave the Keller Police Department an overall rating of excellent, and 100% of Westlake residents felt safe walking alone at night. Chief Fortune emphasized that a major value of the department was that communication with residents by officers was extremely important. He then expressed the importance of “empathy in action” and the practice of “soft skills” in training, policies, and practices. Chief Fortune then explained the components of transparency, accountability, and input initiatives. Chief Fortune then provided the Racial Profiling Report to the Town Council. He stated that the comprehensive analysis of the data included in this report demonstrates that the Keller Police Department has complied with the Texas Racial Profiling Law and all of its requirements. He expressed appreciation for the interlocal partnerships with the Town of Westlake and other neighboring cities. Mayor Wheat thanked Chief Fortune, stating that he had gone above and beyond with the information that was shared. Council Member Rennhack asked Chief Fortune about the legality of golf carts on trails and within private gated neighborhoods. Chief Fortune replied that the presence of officers on bicycles can provide an increased presence on the trail system. He also noted that the enforceability of traffic stops in gated communities with private roads would be limited to offences contained in the Texas Penal Code (such as reckless driving) but would not include offenses under the Texas Transportation code related to speed. However, the Keller Police Department did have the ability to enforce of local ordinances. In conclusion, Mayor Wheat thanked Chief Fortune for the information that was presented. She then asked Director of Community Engagement Jon Sasser to provide the PowerPoint presentation in the upcoming Westlake Wire, as she felt that the Town was being well tended to by the Keller Police Department. Mr. Sasser stated that he would absolutely make this happen per Mayor Wheat’s request. TC/BOT Minutes – 03/29/21 Page 5 of 10 6. CONSIDER RESOLUTION 21-10, APPROVING AN INTERLOCAL AGREEMENT WITH THE CITY OF KELLER, TEXAS, FOR CONSOLIDATED FULL-TIME FIRE PROTECTION/PREVENTION AND EMERGENCY MEDICAL SERVICES; FOR A TERM OF SIXTEEN (16) MONTHS COMMENCING APRIL 1, 2021; TO INCLUDE AN EQUALLY SHARED FEASIBILITY STUDY REGARDING SAID CONSOLIDATED SERVICES; AND AUTHORIZING THE TOWN MANAGER TO EXECUTE ALL CONTRACT DOCUMENTS RELATING THERETO ON BEHALF OF THE TOWN OF WESTLAKE, TEXAS. Deputy Town Manager Noah Simon and Fire Chief Richard Whitten presented this item. Mr. Simon began by stating that The Town of Westlake and the City of Keller have had conversations regarding the possibility of consolidating their Fire/EMS Departments. This has not been approached as a cost-savings measure; rather, as a means to improve Public Safety services and position Westlake for future growth and development. Mr. Simon added that this is an opportunity for the two cities to become a leader in this area by creating new standards of excellence. Mr. Simon then stated that this resolution, if approved, would fund a feasibility study to assess a potential merger of the leadership teams. During the feasibility study, Westlake Fire Chief Richard Whitten would become the Fire Chief of both departments, and the Keller Battalion Chiefs would also integrate into Westlake. During this time, the departments would function collectively as a single department approximately for sixteen (16) months to determine if this proposal created more efficient and effective Fire/EMS services that would mutually benefit both communities. Mr. Simon noted that the same interlocal agreement was approved earlier this month by the Keller City Council unanimously. If this resolution is approved by the Westlake Town Council, the final scope of services would be finalized with the consultant, and both cities would embark on a new journey. This process would be thorough, transparent, and allow a unique opportunity for input from all stakeholders. Mr. Simon then asked Fire Chief Richard Whitten to present to the Town Council, noting that Keller City Manager Mark Hafner and Keller Acting Fire Chief Shane Gainer were also present to answer any questions. Fire Chief Richard Whitten began by stating that it was an honor to serve in these capacities. Chief Whitten then gave a brief summary on the progression of this initiative: • A meeting was held with each shift at the City of Keller, where information was presented. Staff were asked to review the information for one (1) to two (2) weeks, and additional conversations would occur in smaller groups to obtain feedback. These meetings have now occurred, where the Interlocal Agreement (ILA) was discussed, as well as the current status with the consultant. • Chief Whitten noted that the smaller group meetings were focused more on any personal concerns from employees of the Keller Fire Department, rather than what previously discussed in prior meetings. In some of these meetings, emotions were rather high at times, but the level of understanding and acceptance increased. Chief Whitted stated that this could be attributed to the natural emotions and anxiety that come with potential changes. Chief Whitten then noted that the small group meetings were very successful and effective to obtain clarity and perspective with employees within the department. • Chief Whitten explained that both departments have spent many years building their identities, and this was something that no one would be losing. His opinion was that this was an area that could be built upon for both communities, and that it would be possible that the consultant could conclude that this plan was not advisable for both TC/BOT Minutes – 03/29/21 Page 6 of 10 communities, although this would not be expected. However, the loss of identity between departments has been a common theme of concern but can be avoided. Keller City Manager Mark Hafner then addressed the Town Council, stating that he was a believer in regionalization; not only to reduce costs, but also because it was a good government practice. He noted that Chief Whitten was a great Fire Chief, and he felt that the two cities could do so much better for the public together and this was a great possibility to explore. Keller Deputy Fire Chief Shane Gainer then stated that he wanted to reiterate the statements made by Mr. Hafner, and there have been great learning opportunities that have already occurred. He then stated that he looked forward to the results of the feasibility study. Deputy Town Manager Noah Simon stated that the consultant that would be selected would be familiar will be with the two respective communities and would be objective in in any recommendation as to whether this would be a successful or not to both communities. MOTION: Mayor Pro-Tem Carol Langdon asked for a motion to approve Resolution 21-10, as Mayor Wheat experienced a temporary internet connection issue. Council Member Trivedi made a motion to approve. Council Member Rennhack seconded the motion. The motion carried by a vote of 5-0. 7. DISCUSSION REGARDING GRANADA HOMEOWNERS' ASSOCIATION MAINTENANCE. Assistant Town Manager Jarrod Greenwood presented this item. He began by providing a historical context on this issue, as Town staff has met with the Grenada HOA regarding the level of landscaping and irrigation that is the responsibility of the Grenada HOA pertaining to the perimeter of the development. He then stated that the Grenada HOA has expressed concerns during the last few years of what was required based on the agreement that was entered into between the Town and the original developer of the Entrada development. These concerns have been mostly based on the extensive amount of landscaping area that they would be responsible for in relation to other neighborhoods. Mr. Greenwood then noted that staff had identified potential solutions that may be available to the HOA moving forward for their consideration. In September 2020, staff presented these solutions that could be available along the FM 1938 corridor, including providing water meters and shade structures by the Town. Additionally, this proposal included the Town providing the water for the ornamental fountain located at the trailhead and the water feature located at the corner of FM 1938 and Dove Road, as well as maintenance of the shade structures. Mr. Greenwood then noted that this item was simply a discussion, and no action could be taken without a public zoning hearing with public, a presentation to the Planning and Zoning Commission and the Town Council prior to approval. Additionally, this would require an amendment to the original developer’s agreement, which identified maintenance responsibilities and may require an additional economic development agreement. Grenada HOA Board Member Brian Pierce was then introduced to the Town Council for a presentation and thanked them for their time. He indicated that Mr. Greenwood framed up TC/BOT Minutes – 03/29/21 Page 7 of 10 this issue well, and these issues that he would be discussing preceded his tenure on the HOA Board. He then stated that he felt that it would be beneficial to simply walk the Town Council through the issues of concern. These issues included: • The developer did subpar work on infrastructure • The retention pond is not adequate • The irrigation system improperly configured, and is only installed for a single entrance and exit for the neighborhood, using substandard gate hardware and wiring • Developer made deal with Town to take care of common areas and parks surrounding the neighborhood • Taking care of thee “outside the walls of Granada” uses between 70%-80% of the HOA budget. Mr. Pierce then outlined to the Town Council what was Granada asking for. These items included the Town of Westlake taking over and/or fund the following: 3 • Watering and maintenance of common areas between the Granada wall, Dove Road, and Davis Boulevard, which includes irrigation, and landscaping • Responsibility for landscaping and maintenance outside the Granada wall, including park maintenance and the water feature at Dove Road and Davis Boulevard • Responsibility for landscaping and maintenance outside the Granada wall, including park maintenance at Dove Road and Solana • The Town of Westlake installs two (2) water meters to be installed that separates the irrigation outside and inside the walls of Granada Mr. Pierce then noted why the Grenada HOA was asking the Town of Westlake to undertake the projects. He stated the following points for this position: • Precedents set by Town in watering and maintaining other common areas for other communities (neighborhoods) • The parks are utilized by the residents of Westlake, not just Granada residents, and therefore should be owned and maintained by the Town • Granada is very concerned about potential liability of the parks, especially when not being utilized as a park inside the of Granada community. Grenada HOA President Vik Suresh then stated that the primary issue was the issue of irrigation and was concerned that the HOA would not be able to support the irrigation costs outside of the wall during the summer months. Currently, the Town has used a fire hydrant meter to supplement water pressure and reiterated that the main issues were irrigation and maintenance of common areas. Mr. Pierce and Mr. Suresh then thanked the Town Council for their time to listen to the concerns of the Grenada neighborhood. Mayor Wheat stated that the Town would get back to everyone on what the next steps would be. 8. CONSIDER APPROVAL OF ORDINANCE 924, AUTHORIZING AND ALLOWING UNDER THE ACT GOVERNING THE TEXAS MUNICIPAL RETIREMENT SYSTEM, RESTRICTED PRIOR SERVICE CREDIT TO EMPLOYEES WHO ARE MEMBERS OF THE SYSTEM FOR SERVICE PREVIOUSLY PERFORMED FOR VARIOUS OTHER PUBLIC ENTITIES FOR WHICH THEY HAVE NOT RECEIVED CREDITED SERVICE. TC/BOT Minutes – 03/29/21 Page 8 of 10 Deputy Town Manager Noah Simon presented this item. He explained that the restricted time service credit would allow employees to receive service credit for working in another governmental entity previously and would have no immediate cost to the Town if this provision were adopted. This provision could result in a very small financial impact in the future. MOTION: Mayor Wheat asked for a motion to approve Ordinance 924. Council Member Goble made a motion to approve. Council Member Belvedere seconded the motion. The motion carried by a vote of 5-0. 9. CONDUCT A PUBLIC HEARING AND CONSIDER ORDINANCE 925, APPROVING AMENDMENTS TO ORDINANCE 837 APPROVING A SITE PLAN FOR PD1-2 ZONING DISTRICT, KNOWN AS “WESTLAKE ENTRADA”. THE SITE IS LOCATED ON BLOCK “E”, WESTLAKE ENTRADA ADDITION ALONG COMILLAS DRIVE BETWEEN CORTES DRIVE AND GIRONA DRIVE. Director of Planning and Development Ron Ruthven presented this item. He began by showing a presentation from Centurion American, illustrating a proposed plan to reduce the lots on Block “E” from fourteen (14) to twelve (12) homes. The additional two (2) lots would then be converted to twelve (12) additional parking spaces and a small park. He then stated that staff recommended approval, with the condition that this space would be maintained by the HOA. He noted that this plan received approval by the Planning and Zoning Commission on March 8, 2021. Mayor Wheat opened the Public Hearing at 8:55 p.m. No one addressed the Town Council. Mayor Wheat closed the Public Hearing at 8:55 p.m. MOTION: Mayor Wheat asked for a motion to approve Ordinance 925. Council Member Rennhack made a motion to approve. Council Member Langdon seconded the motion. The motion carried by a vote of 5-0. 9. EXECUTIVE SESSION: The Town Council/Board of Trustees convened into Executive Session at 9:41 p.m. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Sec 551.076 – Deliberation Regarding Security Devices or Security Audit to deliberate: (1) the deployment, or specific occasions for implementation of security personnel or devices; or (2) a security audit. TC/BOT Minutes – 03/29/21 Page 9 of 10 b. Section 551.087 - Deliberation Regarding Economic Development Negotiations (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1) for the following: - Front 44 - Entrada - Project “YYZ” - Potential development on 55.12 acres located at Tracts 7C, 7F, 7G, 7H, 7L and 7M Abstract 648, William Huff Survey, Town of Westlake, Texas, and more generally located at the northeast corner of U.S. Highway 377 and State Highway 170. c. Section 551.071(2) Consultation with Attorney – to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code - FM 1938 access for proposed Southlake development. d. Section 551.074(a)(1): Deliberation Regarding Personnel Matters – to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation e. Section 551.071 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation regarding BRS. 9. RECONVENE MEETING The Town Council/Board of Trustees reconvened into Regular Session at 10:14 p.m. 10. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. None. 11. COUNCIL RECAP/STAFF DIRECTION None. 12. FUTURE AGENDA ITEMS: Any Council member may request at a workshop and / or Council meeting, under “Future Agenda Item Requests”, an agenda item for a future Council meeting. The Council Member making the request will contact the Town Manager with the requested item and the Town Manager will list it on the agenda. At the meeting, the requesting Council Member will explain the item, the need for Council discussion of the item, the item’s relationship to the Council’s strategic priorities, and the amount of estimated staff time necessary to prepare for Council discussion. If the requesting Council Member receives a second, the Town Manager will place the item on the Council agenda calendar allowing for adequate time for staff preparation on the agenda item. None. TC/BOT Minutes – 03/29/21 Page 10 of 10 13. ADJOURNMENT There being no further business before the Town Council or Board of Trustees, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Council Member Langdon made a motion to adjourn the meeting. Council Member Goble seconded the motion. The motion carried by a vote of 5-0. Mayor Wheat adjourned the meeting at 10:14 p.m. ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.071 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE. APPROVED BY THE TOWN COUNCIL ON AUGUST 9, 2021. ATTEST: _____________________________ Laura Wheat, Mayor __________________________ Todd Wood, Town Secretary Page 1 of 3 TOWN COUNCIL AGENDA ITEM Regular Meeting - Consent Monday, August 23, 2021 TOPIC: Consideration of an Ordinance Approving a Negotiated Settlement Between the Atmos Cities Steering Committee (“ACSC”) and Atmos Energy Corporation, Mid-Tex Division (“Company”) regarding the Company’s 2021 Rate Review Mechanism (RRM) Filings; and Approving a Settlement Agreement with Attached Rate Tariffs and Proof of Revenues and Other Documents Connected to these Rate Proceedings. STAFF: Jarrod Greenwood, Assistant Town Manager STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Fiscal Responsibility Municipal & Academic Operations High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Increase Transparency, Accessibility & Communications SUMMARY The Town, along with 171 other Mid-Texas cities served by Atmos Energy Corporation, Mid-Tex Division (“Atmos Mid-Tex” or “Company”), is a member of the Atmos Cities Steering Committee (“ACSC”). In 2007, ACSC and Atmos Mid-Tex settled a rate application filed by the Company pursuant to Section 104.301 of the Texas Utilities Code for an interim rate adjustment commonly referred to as a GRIP filing (arising out of the Gas Reliability Infrastructure Program legislation). That settlement created a substitute rate review process, referred to as Rate Review Mechanism (“RRM”), as a substitute for future filings under the GRIP statute. Since 2007, there have been several modifications to the original RRM Tariff. The most recent iteration of an RRM Tariff was reflected in an ordinance or resolution adopted by ACSC members in 2018. On or about April 1, 2021, the Company filed a rate request pursuant to the RRM Tariff adopted by ACSC members. The Company claimed that its cost-of-service in a test year ending December 31, 2020, entitled it to additional system-wide revenues of $43.4 million. Page 2 of 3 Application of the standards set forth in ACSC’s RRM Tariff required Atmos to reduce its request to $40.5 million, $29.3 million of which would be applicable to ACSC members. ACSC’s consultants concluded that the system-wide deficiency under the RRM regime should be $22.34 million instead of the claimed $40.5 million. The amount of the $22.34 million deficiency applicable to ACSC members would be $16.8 million. After the Company reviewed ACSC’s consultants’ report, ACSC’s Executive Committee and the Company negotiated a settlement whereby the Company would receive an increase of $22.78 million from ACSC Cities, but with a two-month delay in the Effective Date until December 1, 2021. This should save ratepayers approximately $9 million such that the case is functionally equivalent to ACSC’s consultants’ recommendation of $80.8 million. The Executive Committee recommends a settlement at $22.78 million. The Effective Date for new rates is December 1, 2021. ACSC members should take action approving the Resolution before October 1, 2021. Most municipalities have retained original jurisdiction over gas utility rates and services within their corporate limits. The Atmos Cities Steering Committee ("ACSC") is composed of municipalities, including Westlake, in the service area of Atmos Energy Corporation, Mid-Tex Division regardless of whether original jurisdiction has been retained. Atmos is a monopoly public utility provider of natural gas. Because Atmos has no competitors, regulation of the rates it charges its customers in the only way that cities can ensure that natural gas rates are equitable and competitive. Working as a coalition, via the Atmos Cities Steering Committee, to review the rates charged by Atmos allows cities to accomplish more collectively than each city could do acting alone. Cities have more than 100 years of experience in regulating natural gas rates in Texas. See attached Staff Report for background on this Atmos rate case. COUNCIL ACTION/OPTIONS • Approve the proposed Atmos Rate Settlement Ordinance • Reject the proposed Atmos Rate Settlement Ordinance STAFF RECOMMENDATION Staff recommends approval. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: N/A Funding Source: N/A Contract: No Forms: N/A Service Levels: The proposed Rate Settlement Ordinance provides Westlake residents with more equitable and competitive rate. DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: The proposed Ordinance is not anticipated to significantly impact the Academy’s budget. Comprehensive Plan: The proposed Ordinance does not impact the Comp Plan. Page 3 of 3 Cost Recovery Analysis: The proposed Ordinanance is not evaluated through the Cost Recovery Analysis Tool. Traffic Impact: The proposed Ordinance does not have an impact on traffic. ATTACHMENTS 1. Proposed rate ordinance with exhibits A-C 2. Staff Report with Attachments 1-3 2557/33/8275500 1 July 21, 2021 MODEL STAFF REPORT FOR RESOLUTION OR ORDINANCE BACKGROUND AND SUMMARY The City, along with 171 other Mid-Texas cities served by Atmos Energy Corporation, Mid- Tex Division (“Atmos Mid-Tex” or “Company”), is a member of the Atmos Cities Steering Committee (“ACSC”). In 2007, ACSC and Atmos Mid-Tex settled a rate application filed by the Company pursuant to Section 104.301 of the Texas Utilities Code for an interim rate adjustment commonly referred to as a GRIP filing (arising out of the Gas Reliability Infrastructure Program legislation). That settlement created a substitute rate review process, referred to as Rate Review Mechanism (“RRM”), as a substitute for future filings under the GRIP statute. Since 2007, there have been several modifications to the original RRM Tariff. The most recent iteration of an RRM Tariff was reflected in an ordinance adopted by ACSC members in 2018. On or about April 1, 2021, the Company filed a rate request pursuant to the RRM Tariff adopted by ACSC members. The Company claimed that its cost-of-service in a test year ending December 31, 2020, entitled it to additional system-wide revenues of $43.4 million. Application of the standards set forth in ACSC’s RRM Tariff reduces the Company’s request to $40.5 million, $29.3 million of which would be applicable to ACSC members. ACSC’s consultants concluded that the system-wide deficiency under the RRM regime should be $22.34 million instead of the claimed $40.5 million. The amount of the $22.34 million deficiency applicable to ACSC members would be $16.8 million. After the Company reviewed ACSC’s consultants’ report, ACSC’s Executive Committee and the Company negotiated a settlement whereby the Company would receive an increase of $22.78 million from ACSC Cities, but with a two-month delay in the Effective Date until December 1, 2021. This should save ACSC cities approximately $3.8 million. 2557/33/8275500 2 The Executive Committee recommends a settlement at $22.78 million. The Effective Date for new rates is December 1, 2021. ACSC members should take action approving the Resolution before October 1, 2021. PROOF OF REVENUES Atmos generated proof that the rate tariffs attached to the Resolution will generate $22.78 million in additional revenues from ACSC Cities. That proof is attached as Attachment 1 to this Staff Report. ACSC consultants have agreed that Atmos’ Proof of Revenues is accurate. BILL IMPACT The impact of the settlement on average residential rates is an increase of $1.28 on a monthly basis, or 2.2 percent. The increase for average commercial usage will be $4.03 or 1.61 percent. A bill impact comparison is attached as Attachment 2. SUMMARY OF ACSC’S OBJECTION TO THE UTILITIES CODE SECTION 104.301 GRIP PROCESS ACSC strongly opposed the GRIP process because it constitutes piecemeal ratemaking by ignoring declining expenses and increasing revenues while rewarding the Company for increasing capital investment on an annual basis. The GRIP process does not allow any review of the reasonableness of capital investment and does not allow cities to participate in the Railroad Commission’s review of annual GRIP filings or allow recovery of Cities’ rate case expenses. The Railroad Commission undertakes a mere administrative review of GRIP filings (instead of a full hearing) and rate increases go into effect without any material adjustments. In ACSC’s view, the GRIP process unfairly raises customers’ rates without any regulatory oversight. In contrast, the RRM process has allowed for a more comprehensive rate review and annual evaluation of expenses and revenues, as well as capital investment. RRM SAVINGS OVER GRIP 2557/33/8275500 3 While residents outside municipal limits must pay rates governed by GRIP, there are some cities served by Atmos Mid-Tex that chose to remain under GRIP rather than adopt RRM. Additionally, the City of Dallas adopted a variation of RRM which is referred to as DARR. When new rates become effective on December 1, 2021, ACSC residents will maintain an economic monthly advantage over GRIP and DARR rates. See Attachment 3. EXPLANATION OF “BE IT RESOLVED” PARAGRAPHS: 1. This section approves all findings in the Resolution. 2. This section adopts the RRM rate tariffs and finds the adoption of the new rates to be just, reasonable, and in the public interest. 3. This section makes it clear that Cities may challenge future costs associated with gas leaks like the explosion in North Dallas or the evacuation in Georgetown. 4. This section finds that existing rates are unreasonable. Such finding is a necessary predicate to establishment of new rates. The new tariffs will permit Atmos Mid-Tex to recover an additional $22.78 million from ACSC Cities. 5. This section approves an exhibit that establishes a benchmark for pensions and retiree medical benefits to be used in future rate cases or RRM filings. 6. This section approves an exhibit to be used in future rate cases or RRM filings regarding recovery of regulatory liabilities, such as excess deferred income taxes. 7. This section requires the Company to reimburse the City for expenses associated with review of the RRM filing, settlement discussions, and adoption of the Resolution approving new rate tariffs. 8. This section repeals any resolution or ordinance that is inconsistent with the Resolution. 9. This section finds that the meeting was conducted in compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. 2557/33/8275500 4 10. This section is a savings clause, which provides that if any section is later found to be unconstitutional or invalid, that finding shall not affect, impair, or invalidate the remaining provisions of this Resolution. This section further directs that the remaining provisions of the Resolution are to be interpreted as if the offending section or clause never existed. 11. This section provides for an effective date upon passage. December 1, 2021 represents a two month delay in the Effective Date established by the RRM tariff. 12. This section directs that a copy of the signed Resolution be sent to a representative of the Company and legal counsel for ACSC. CONCLUSION The Legislature’s GRIP process allowed gas utilities to receive annual rate increases associated with capital investments. The RRM process has proven to result in a more efficient and less costly (both from a consumer rate impact perspective and from a ratemaking perspective) than the GRIP process. Given Atmos Mid-Tex’s claim that its historic cost of service should entitle it to recover $43.4 million in additional system-wide revenues, the RRM settlement at $22.78 million for ACSC Cities reflects substantial savings to ACSC Cities. Settlement at $22.78 million (plus $3.8 of additional savings due to the two-month delay) is fair and reasonable. The ACSC Executive Committee consisting of city employees of 18 ACSC members urges all ACSC members to pass the Resolution before October 1, 2021. New rates become effective December 1, 2021. Attachment 1 to Model Staff Report 2021 RRM Proof of Revenues Line No. Customer Class Current Proposed Bills Ccf/MmBtuCurrent RevenuesProposed RevenuesIncrease(a) (b) (c) (d) (e) (f) (g) (h)1Residential2 Customer Charge 20.25$ 20.85$ 13,861,632 280,698,048$ 289,015,027$ 8,316,979$ 3 Consumption Charge 0.26651 0.27979 627,298,034 167,181,199 175,511,717 8,330,518$ 4 Revenue Related Taxes30,398,805 31,528,717 5 Total Class Revenue478,278,052$ 496,055,461$ 17,777,409$ 67Commercial8 Customer Charge 54.50$ 56.50$ 1,094,352 59,642,184$ 61,830,888$ 2,188,704$ 9 Consumption Charge 0.11728 0.12263 363,850,875 42,672,431 44,619,033 1,946,602$ 10 Revenue Related Taxes6,944,376 7,225,051 11 Total Class Revenue109,258,991$ 113,674,972$ 4,415,981$ 1213Industrial & Transportation14 Customer Charge 1,014.50$ 1,054.75$ 7,056 7,158,312$ 7,442,316$ 284,004$ 15 Consumption Charge Tier 1 0.4157$ 0.4330$ 7,479,741 3,109,328 3,238,728 129,400$ 16 Consumption Charge Tier 2 0.3044$ 0.3171$ 8,282,846 2,521,298 2,626,490 105,192$ 17 Consumption Charge Tier 3 0.0653$ 0.0680$ 13,018,926 850,136 885,287 35,151$ 18 Revenue Related Taxes925,722 963,306 19 Total Class Revenue14,564,796$ 15,156,127$ 591,331$ 2021Total Excluding Other Revenue602,101,840$ 624,886,561$ 22,784,721$ 21,336,550$222324Revenue Related Tax Factor6.7873%ATMOS ENERGY CORP., MID-TEX DIVISIONRRM CITIES RATE REVIEW MECHANISMPROOF OF REVENUES - RRM CITIESTEST YEAR ENDING DECEMBER 31, 2020 Attachment 2 to 2021 RRM Staff Report Bill Impact Line No.1Rate R @ 45.2 CcfCurrent Proposed Change2 Customer charge20.25$ 3 Consumption charge 45.2 CCF X 0.26651$ = 12.05 4 Rider GCR Part A 45.2 CCF X 0.16000$ = 7.23 5 Rider GCR Part B 45.2 CCF X 0.33320$ = 15.06 6 Subtotal54.59$ 7 Rider FF & Rider TAX 54.59$ X 0.06787 = 3.71 8 Total58.30$ 910 Customer charge20.85$ 11 Consumption charge 45.2 CCF X 0.27979$ = 12.65 12 Rider GCR Part A 45.2 CCF X 0.16000$ = 7.23 13 Rider GCR Part B 45.2 CCF X 0.33320$ = 15.06 14 Subtotal55.79$ 15 Rider FF & Rider TAX 55.79$ X 0.06787 = 3.79 16 Total59.58$ 1.28$ 172.20%1819Rate C @ 332.5 CcfCurrent Proposed Change20 Customer charge54.50$ 21 Consumption charge 332.5 CCF X 0.11728$ = 38.99 22 Rider GCR Part A 332.5 CCF X 0.16000$ = 53.20 23 Rider GCR Part B 332.5 CCF X 0.26321$ = 87.51 24 Subtotal234.20$ 25 Rider FF & Rider TAX 234.20$ X 0.06787 = 15.90 26 Total250.10$ 2728 Customer charge56.50$ 29 Consumption charge 332.5 CCF X 0.12263$ = 40.77 30 Rider GCR Part A 332.5 CCF X 0.16000$ = 53.20 31 Rider GCR Part B 332.5 CCF X 0.26321$ = 87.51 32 Subtotal237.98$ 33 Rider FF & Rider TAX 237.98$ X 0.06787 = 16.15 34 Total254.13$ 4.03$ 351.61%ATMOS ENERGY CORP., MID-TEX DIVISIONAVERAGE BILL COMPARISON - BASE RATESTEST YEAR ENDING DECEMBER 31, 2020 36Rate I @ 4079 MMBTUCurrent Proposed Change37 Customer charge 1,014.50$ 38 Consumption charge 1,500 MMBTU X 0.4157$ = 623.55 39 Consumption charge 2,579 MMBTU X 0.3044$ = 785.05 40 Consumption charge 0 MMBTU X 0.0653$ = - 41 Rider GCR Part A 4,079 MMBTU X 1.5625$ = 6,373.46 42 Rider GCR Part B 4,079 MMBTU X 0.5380$ = 2,194.58 43 Subtotal10,991.14$ 44 Rider FF & Rider TAX 10,991.14$ X 0.06787 = 746.00 45 Total11,737.14$ 4647 Customer charge1,054.75$ 48 Consumption charge 1,500 MMBTU X 0.4330$ = 649.50 49 Consumption charge 2,579 MMBTU X 0.3171$ = 817.80 50 Consumption charge 0 MMBTU X 0.0680$ = - 51 Rider GCR Part A 4,079 MMBTU X 1.5625$ = 6,373.46 52 Rider GCR Part B 4,079 MMBTU X 0.5380$ = 2,194.58 53 Subtotal11,090.09$ 54 Rider FF & Rider TAX 11,090.09$ X 0.06787 = 752.72 55 Total11,842.81$ 105.67$ 560.90%57Rate T @ 4079 MMBTUCurrent Proposed Change58 Customer charge 1,014.50$ 59 Consumption charge 1,500 MMBTU X 0.4157$ = 623.55 60 Consumption charge 2,579 MMBTU X 0.3044$ = 785.05 61 Consumption charge 0 MMBTU X 0.0653$ = - 62 Rider GCR Part B 4,079 MMBTU X 0.5380$ = 2,194.58 63 Subtotal4,617.68$ 64 Rider FF & Rider TAX 4,617.68$ X 0.06787 = 313.41 65 Total4,931.09$ 6667 Customer charge1,054.75$ 68 Consumption charge 1,500 MMBTU X 0.4330$ = 649.50 69 Consumption charge 2,579 MMBTU X 0.3171$ = 817.80 70 Consumption charge 0 MMBTU X 0.0680$ = - 71 Rider GCR Part B 4,079 MMBTU X 0.5380$ = 2,194.58 72 Subtotal4,716.63$ 73 Rider FF & Rider TAX 4,716.63$ X 0.06787 = 320.13 74 Total5,036.76$ 105.67$ 752.14% Attachment 3 to 2021 RRM Staff Report RRM Monthly Savings Over GRIP and DARR Rates ACSC DARR ATM ENVIRONS Settled Settled Filing Filing Customer Charge $20.85 $23.80 $27.68 $25.90 Monthly Ccf [1] 45.2 52.7 45.2 45.2 Consumption Charge $0.27979 $0.19526 $0.14846 $0.18653 Average Monthly Bill $33.50 $34.09 $34.39 $34.33 ‐$0.60 ‐$0.89 ‐$0.83 [1] Recognizes that average normal usage for Dallas residential customers is greater than Mid‐Tex average. ATMOS ENERGY CORP., MID‐TEX DIVISION RESIDENTIAL AVERAGE BILL COMPARISON (EXCLUDING GAS COSTS) Mid-Tex Tariffs Effective December 1, 2021 Exhibit A to 2021 RRM Resolution or Ordinance ORDINANCE XXX MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: R – RESIDENTIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Application Applicable to Residential Customers for all natural gas provided at one Point of Delivery and measured through one meter. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 20.85 per month Rider CEE Surcharge $ 0.05 per month1 Total Customer Charge $ 20.90 per month Commodity Charge – All Ccf $0.27979 per Ccf Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. 1Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2021. MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: C – COMMERCIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Page Application Applicable to Commercial Customers for all natural gas provided at one Point of Delivery and measured through one meter and to Industrial Customers with an average annual usage of less than 30,000 Ccf. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 56.50 per month Rider CEE Surcharge $ 0.01 per month1 Total Customer Charge $ 56.51 per month Commodity Charge – All Ccf $ 0.12263 per Ccf Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance w ith Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. 1 Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2021. MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: I – INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Application Applicable to Industrial Customers with a maximum daily usage (MDU) of less than 3,500 MMBtu per day for all natural gas provided at one Point of Delivery and measured through one meter. Service for Industrial Customers with an MDU equal to or greater than 3,500 MMBtu per day will be provided at Company's sole option and will require special contract arrangements between Company and Customer. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and MMBtu charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Meter $ 1,054.75 per month First 0 MMBtu to 1,500 MMBtu $ 0.4330 per MMBtu Next 3,500 MMBtu $ 0.3171 per MMBtu All MMBtu over 5,000 MMBtu $ 0.0680 per MMBtu Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer’s deliveries, Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled “Daily Price Survey.” Replacement Index In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: I – INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. Special Conditions In order to receive service under Rate I, Customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: T – TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Application Applicable, in the event that Company has entered into a Transportation Agreement, to a customer directly connected to the Atmos Energy Corp., Mid-Tex Division Distribution System (Customer) for the transportation of all natural gas supplied by Customer or Customer’s agent at one Point of Delivery for use in Customer's facility. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's bill will be calculated by adding the following Customer and MMBtu charges to the amounts and quantities due under the riders listed below: Charge Amount Customer Charge per Meter $ 1,054.75 per month First 0 MMBtu to 1,500 MMBtu $ 0.4330 per MMBtu Next 3,500 MMBtu $ 0.3171 per MMBtu All MMBtu over 5,000 MMBtu $ 0.0680 per MMBtu Upstream Transportation Cost Recovery: Plus an amount for upstream transportation costs in accordance with Part (b) of Rider GCR. Retention Adjustment: Plus a quantity of gas as calculated in accordance with Rider RA. Franchise Fee Adjustment: Plus an amount for franchise fees c alculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Imbalance Fees All fees charged to Customer under this Rate Schedule will be charged based on the quantities determined under the applicable Transportation Agreement and quantities will no t be aggregated for any Customer with multiple Transportation Agreements for the purposes of such fees. Monthly Imbalance Fees Customer shall pay Company the greater of (i) $0.10 per MMBtu, or (ii) 150% of the difference per MMBtu between the highest and lowest “midpoint” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” during such month, for the MMBtu of Customer’s monthly Cumulative Imbalance, as defined in the applicable Transportation Agreement, at the end of each month that exceeds 10% of Customer’s receipt quantities for the month. MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: T – TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer’s deliveries, Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled “Daily Price Survey.” Replacement Index In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. Agreement A transportation agreement is required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. Special Conditions In order to receive service under Rate T, customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the m eter. MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Provisions for Adjustment The Commodity Charge per Ccf (100 cubic feet) for gas service set forth in any Rate Schedules utilized by the cities of the Mid-Tex Division service area for determining normalized winter period revenues shall be adjusted by an amount hereinafter described, which amount is referred to as the "Weather Normalization Adjustment." The Weather Normalization Adjustment shall apply to all temperature sensitive residential and commercial bills based on meters read during the revenue mon ths of November through April. The five regional weather stations are Abilene, Austin, Dallas, Waco, and Wichita Falls . Computation of Weather Normalization Adjustment The Weather Normalization Adjustment Factor shall be computed to the nearest one-hundredth cent per Ccf by the following formula: (HSFi x (NDD-ADD) ) WNAFi = Ri (BLi +(HSFi x ADD) ) Where i = any particular Rate Schedule or billing classification within any such particular Rate Schedule that contains more than one billing classification WNAFi = Weather Normalization Adjustment Factor for the ith rate schedule or classification expressed in cents per Ccf Ri = Commodity Charge rate of temperature sensitive sales for the ith schedule or classification. HSFi = heat sensitive factor for the ith schedule or classification divided by the average bill count in that class NDD = billing cycle normal heating degree days calculated as the simple ten-year average of actual heating degree days. ADD = billing cycle actual heating degree days. Bli = base load sales for the ith schedule or classification divided by the average bill count in that class The Weather Normalization Adjustment for the jth customer in ith rate schedule is computed as: WNAi = WNAFi x qij Where qij is the relevant sales quantity for the jth customer in ith rate schedule. MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Base Use/Heat Use Factors Residential Commercial Base use Heat use Base use Heat use Weather Station Ccf Ccf/HDD Ccf Ccf/HDD Abilene 11.88 0.1459 85.39 0.6996 Austin 10.34 0.1452 194.82 0.9398 Dallas 15.21 0.1915 148.19 1.0986 Waco 10.63 0.1373 130.39 0.7436 Wichita Falls 12.63 0.1398 109.17 0.5803 Weather Normalization Adjustment (WNA) Report On or before June 1 of each year, the company posts on its website at atmosenergy.com/mtx-wna, in Excel format, a Weather Normalization Adjustment (WNA) Report to show how the company calculated its WNAs factor during the preceding winter season. Additionally, on or before June 1 of each year, the company files one hard copy and an Excel version of the WNA Report with the Railroad Commission of Texas' Gas Services Division, addressed to the Director of that Division. Exhibit B to 2021 RRM Resolution or Ordinance Mid-Tex 2021 Benchmark for Pensions and Retiree Benefits ORDINANCE XXX Line No. DescriptionPension Account PlanPost-Employment Benefit PlanPension Account PlanSupplemental Executive Benefit PlanPost-Employment Benefit PlanAdjustment Total(a)(b)(c)(d)(e)(f)(g)1Proposed Benefits Benchmark - Fiscal Year 2021 Willis Towers Watson Report as adjusted (1) (2) (3)2,917,949$ 4,908,358$ 5,447,063$ 293,818$ 6,600,073$ 2 Allocation to Mid-Tex 43.68% 43.68% 76.11%100.00% 76.11%3Proposed Benefits Benchmark Costs Allocated to Mid-Tex (Ln 1 x Ln 2)1,274,655$ 2,144,130$ 4,145,546$ 293,818$ 5,023,057$ 4 O&M and Capital Allocation Factor100.00% 100.00% 100.00%100.00% 100.00%5Proposed Benefits Benchmark Costs to Approve (Ln 3 x Ln 4) (3)1,274,655$ 2,144,130$ 4,145,546$ 293,818$ 5,023,057$ 12,881,205$ 678Summary of Costs to Approve (1):910 O&M Expense Factor (WP_F-2.3, Ln 2)75.07% 75.07% 38.66%11.00% 38.66%111213Total Pension Account Plan956,873$ 1,602,484$ 2,559,357$ 14Total Post-Employment Benefit Plan1,609,582$ 1,941,691$ 3,551,272 15Total Supplemental Executive Benefit Plan32,322$ 32,322 16Total (Ln 13 + Ln 14 + Ln 15)956,873$ 1,609,582$ 1,602,484$ 32,322$ 1,941,691$ 6,142,952$ 1718Notes:19 1. Studies not applicable to Mid-Tex or Shared Services are omitted.202. Mid-Tex is proposing that the Fiscal Year 2021 Willis Towers Watson actuarial amounts shown on WP_F-2.3 and WP_F-2.3.1, be approved by the RRM Cities as the21 benchmark amounts to be used to calculate the regulatory asset or liability for future periods. The benchmark amount approved by the RRM Cities for future periods22 includes only the expense amount. The amount attributable to capital is recorded to utility plant through the overhead process as described in the CAM.23 3. SSU amounts exclude cost centers which do not allocate to Mid-Tex for rate making purposes.ATMOS ENERGY CORP., MID-TEX DIVISIONPENSIONS AND RETIREE MEDICAL BENEFITS FOR CITIES APPROVALTEST YEAR ENDING DECEMBER 31, 2020Shared Services Mid-Tex Direct Exhibit C to 2021 RRM Resolution or Ordinance Mid-Tex 2021 Schedule for Amortization for Regulatory Liability ORDINANCE XXX Line No. Year Ended Dec. 31 Beginning Protected Balance Protected Amortization Ending Protected Balance Beginning Unprotected Balance Unprotected Amortization Ending Unprotected Balance Total Protected & Unprotected Amortization Total Protected & Unprotected Balance (a)(b)(c)(d)(e)(f)(g)(h)(i) 1 2017 (3)-$ -$ (51,477,654)$ -$ -$ 343,746,535$ -$ 292,268,881$ 2 2018 (51,477,654) 494,977 (50,982,677) 343,746,535 (3,513,868) 340,232,667 (3,018,891) 289,249,991 3 2019 (50,982,677) 1,979,910 (49,002,767) 340,232,667 (14,057,872) 326,174,795 (12,077,963) 277,172,028 4 2020 (49,002,767) 1,979,910 (47,022,857) 326,174,795 (13,988,908) 312,185,886 (12,008,999) 265,163,029 5 2021 (47,022,857) 3,464,842 (43,558,015) 312,185,886 (26,390,127) 285,795,760 (22,925,284) 242,237,745 6 2022 (43,558,015) 1,979,910 (41,578,105) 285,795,760 (60,167,528) 225,628,231 (58,187,619) 184,050,126 7 2023 (41,578,105) 1,979,910 (39,598,195) 225,628,231 (60,167,528) 165,460,703 (58,187,619) 125,862,508 8 2024 (39,598,195) 1,979,910 (37,618,286) 165,460,703 (60,167,528) 105,293,175 (58,187,619) 67,674,889 9 2025 (37,618,286) 1,979,910 (35,638,376) 105,293,175 (60,167,528) 45,125,646 (58,187,619) 9,487,270 10 2026 (35,638,376) 1,979,910 (33,658,466) 45,125,646 (45,125,646) (0) (43,145,737) (33,658,466) 11 2027 (33,658,466) 1,979,910 (31,678,556) (0) 0 1,979,910 (31,678,556) 12 2028 (31,678,556) 1,979,910 (29,698,647) - - 1,979,910 (29,698,647) 13 2029 (29,698,647) 1,979,910 (27,718,737) - - 1,979,910 (27,718,737) 14 2030 (27,718,737) 1,979,910 (25,738,827) - - 1,979,910 (25,738,827) 15 2031 (25,738,827) 1,979,910 (23,758,917) - - 1,979,910 (23,758,917) 16 2032 (23,758,917) 1,979,910 (21,779,007) - - 1,979,910 (21,779,007) 17 2033 (21,779,007) 1,979,910 (19,799,098) - - 1,979,910 (19,799,098) 18 2034 (19,799,098) 1,979,910 (17,819,188) - - 1,979,910 (17,819,188) 19 2035 (17,819,188) 1,979,910 (15,839,278) - - 1,979,910 (15,839,278) 20 2036 (15,839,278) 1,979,910 (13,859,368) - - 1,979,910 (13,859,368) 21 2037 (13,859,368) 1,979,910 (11,879,459) - - 1,979,910 (11,879,459) 22 2038 (11,879,459) 1,979,910 (9,899,549) - - 1,979,910 (9,899,549) 23 2039 (9,899,549) 1,979,910 (7,919,639) - - 1,979,910 (7,919,639) 24 2040 (7,919,639) 1,979,910 (5,939,729) - - 1,979,910 (5,939,729) 25 2041 (5,939,729) 1,979,910 (3,959,820) - - 1,979,910 (3,959,820) 26 2042 (3,959,820) 1,979,910 (1,979,910) - - 1,979,910 (1,979,910) 27 2043 (1,979,910) 1,979,910 0 - - 1,979,910 0 28 29 Revenue Related Tax Factor See WP_F-5.1 6.79% 30 Revenue Related Taxes on Annual Amortization Amortization * Tax Factor 3,949,355$ 31 Amortization Including Revenue Related Taxes Amortization + Taxes 62,136,973$ 32 33 Notes: 34 1. The annual amortization of the protected balance is a 26 year recovery period based on the Reverse South Georgia Method. The annual amortization of the unprotected balance is 5 years. 35 2. The Regulatory Liability is recorded to FERC Accounts 253 and 242, Sub Account 27909. 36 3. This is the final Mid-Tex liability balance filing the Fiscal Year 2018 tax return. ATMOS ENERGY CORP., MID-TEX DIVISION RATE BASE ADJUSTMENTS TEST YEAR ENDING DECEMBER 31, 2020 AMORTIZATION OF REGULATORY LIABILITY Ordinance 929 Page 1 of 4 ORDINANCE NO. 929 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A NEGOTIATED SETTLEMENT BETWEEN THE ATMOS CITIES STEERING COMMITTEE (“ACSC”) AND ATMOS ENERGY CORP., MID-TEX DIVISION REGARDING THE COMPANY’S 2021 RATE REVIEW MECHANISM FILING; DECLARING EXISTING RATES TO BE UNREASONABLE; ADOPTING TARIFFS THAT REFLECT RATE ADJUSTMENTS CONSISTENT WITH THE NEGOTIATED SETTLEMENT; FINDING THE RATES TO BE SET BY THE ATTACHED SETTLEMENT TARIFFS TO BE JUST AND REASONABLE AND IN THE PUBLIC INTEREST; APPROVING AN ATTACHED EXHIBIT ESTABLISHING A BENCHMARK FOR PENSIONS AND RETIREE MEDICAL BENEFITS; APPROVING AN ATTACHED EXHIBIT REGARDING AMORTIZATION OF REGULATORY LIABILITY; REQUIRING THE COMPANY TO REIMBURSE ACSC’S REASONABLE RATEMAKING EXPENSES; DETERMINING THAT THIS ORDINANCE WAS PASSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE TEXAS OPEN MEETINGS ACT; ADOPTING A SAVINGS CLAUSE; DECLARING AN EFFECTIVE DATE; AND REQUIRING DELIVERY OF THIS ORDINANCE TO THE COMPANY AND THE ACSC’S LEGAL COUNSEL. WHEREAS, the Town of Westlake, Texas (“Town”) is a gas utility customer of Atmos Energy Corp., Mid-Tex Division (“Atmos Mid-Tex” or “Company”), and a regulatory authority with an interest in the rates, charges, and services of Atmos Mid-Tex; and WHEREAS, the Town is a member of the Atmos Cities Steering Committee (“ACSC”), a coalition of similarly-situated cities served by Atmos Mid-Tex (“ACSC Cities”) that have joined together to facilitate the review of, and response to, natural gas issues affecting rates charged in the Atmos Mid-Tex service area; and WHEREAS, ACSC and the Company worked collaboratively to develop a Rate Review Mechanism (“RRM”) tariff that allows for an expedited rate review process by ACSC Cities as a substitute to the Gas Reliability Infrastructure Program (“GRIP”) process instituted by the Legislature, and that will establish rates for the ACSC Cities based on the system-wide cost of serving the Atmos Mid-Tex Division; and WHEREAS, the current RRM tariff was adopted by the Town in a rate ordinance in 2018; and WHEREAS, on about April 1, 2021, Atmos Mid-Tex filed its 2021 RRM rate request with ACSC Cities based on a test year ending December 31, 2020; and WHEREAS, ACSC coordinated its review of the Atmos Mid-Tex 2021 RRM filing through its Executive Committee, assisted by ACSC’s attorneys and consultants, to resolve issues identified in the Company’s RRM filing; and Ordinance 929 Page 2 of 4 WHEREAS, the Executive Committee, as well as ACSC’s counsel and consultants, recommend that ACSC Cities approve an increase in base rates for Atmos Mid-Tex of $22.78 million applicable to ACSC Cities with an Effective Date of December 1, 2021; and WHEREAS, ACSC agrees that Atmos plant-in-service is reasonable; and WHEREAS, with the exception of approved plant-in-service, ACSC is not foreclosed from future reasonableness evaluation of costs associated with incidents related to gas leaks; and WHEREAS, the two month delayed Effective Date from October 1 to December 1 will save ACSC ratepayers approximately $3.8 million off new rates imposed by the attached tariffs (Exhibit A), WHEREAS, the attached tariffs (Exhibit A) implementing new rates are consistent with the recommendation of the ACSC Executive Committee, are agreed to by the Company, and are just, reasonable, and in the public interest; and WHEREAS, the settlement agreement sets a new benchmark for pensions and retiree medical benefits (Exhibit B); and WHEREAS, the settlement agreement establishes an amortization schedule for regulatory liability prepared by Atmos Mid-Tex (Exhibit C); and WHEREAS, the RRM Tariff contemplates reimbursement of ACSC’s reasonable expenses associated with RRM applications; NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: Section 1. That the findings set forth in this Ordinance are hereby in all things approved. Section 2. That, without prejudice to future litigation of any issue identified by ACSC, the Town Council finds that the settled amount of an increase in revenues of $22.78 million for ACSC Cities represents a comprehensive settlement of gas utility rate issues affecting the rates, operations, and services offered by Atmos Mid-Tex within the municipal limits arising from Atmos Mid-Tex’s 2021 RRM filing, is in the public interest, and is consistent with the Town’s authority under Section 103.001 of the Texas Utilities Code. Section 3. That despite finding Atmos Mid-Tex’s plant-in-service to be reasonable, ACSC is not foreclosed in future cases from evaluating the reasonableness of costs associated with incidents involving leaks of natural gas. Ordinance 929 Page 3 of 4 Section 4. That the existing rates for natural gas service provided by Atmos Mid-Tex are unreasonable. The new tariffs attached hereto and incorporated herein as Exhibit A, are just and reasonable, and are designed to allow Atmos Mid-Tex to recover annually an additional $22.78 million from customers in ACSC Cities, over the amount allowed under currently approved rates. Such tariffs are hereby adopted. Section 5. That the ratemaking treatment for pensions and retiree medical benefits in Atmos Mid-Tex’s next RRM filing shall be as set forth on Exhibit B, attached hereto and incorporated herein. Section 6. That subject to any future settlement or decision regarding the balance of Excess Deferred Income Tax to be refunded to ratepayers, the amortization of regulatory liability shall be consistent with the schedule found in Exhibit C, attached hereto and incorporated herein. Section 7. That Atmos Mid-Tex shall reimburse the reasonable ratemaking expenses of the ACSC in processing the Company’s 2021 RRM filing. Section 8. That to the extent any resolution or ordinance previously adopted by the Council is inconsistent with this Ordinance, it is hereby repealed. Section 9. That the meeting at which this Ordinance was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. Section 10. That if any one or more sections or clauses of this Ordinance is adjudged to be unconstitutional or invalid, such judgment shall not affect, impair, or invalidate the remaining provisions of this Ordinance, and the remaining provisions of the Ordinance shall be interpreted as if the offending section or clause never existed. Section 11. That consistent with the Town Ordinance that established the RRM process, this Ordinance shall become effective from and after its passage with rates authorized by attached tariffs to be effective for bills rendered on or after December 1, 2021. Section 12. That a copy of this Ordinance shall be sent to Atmos Mid-Tex, care of Chris Felan, Vice President of Rates and Regulatory Affairs Mid-Tex Division, Atmos Energy Corporation, 5420 LBJ Freeway, Suite 1862, Dallas, Texas 75240, and to Thomas Brocato, General Counsel to ACSC, at Lloyd Gosselink Rochelle & Townsend, P.C., 816 Congress Avenue, Suite 1900, Austin, Texas 78701. Ordinance 929 Page 4 of 4 PASSED AND APPROVED ON THIS 23RD DAY OF AUGUST 2021. _____________________________ ATTEST: Laura Wheat, Mayor ____________________________ ______________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Page 1 of 2 TOWN COUNCIL AGENDA ITEM Regular Meeting - Consent Monday, August 23, 2021 TOPIC: Discussion and consideration of an Ordinance to Update the Solana Public Improvement District Service and Assessment Plan and Assessment Roll 2020. STAFF: Ginger Awtry, Finance Director Jarrod Greenwood, Assistant Town Manager STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Fiscal Responsibility Fiscal Stewardship Exemplary Service & Governance - We set the standard by delivering unparalleled municipal and educational services at the lowest cost. Increase Transparency, Accessibility & Communications SUMMARY The Solana Public Improvement District (PID) for the Entrada development was created by Resolution 14-07 by Town Council on February 24, 2014. In order to levy the assessment on property within the PID required to service the PID bonds, Town Council adopted Ordinance No. 741 approving the Solana Pubic Improvement District Service and Assessment Plan and Assessment Roll. Sections 372.013 and 372.014 of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code (the “PID Act”) require that Service and Assessment Plans (SAP) and Assessment Rolls to be reviewed and updated annually which requires Council approval. Council approved Ordinance 752 that provided the first annual update to the SAP at the September 21, 2015 Regular Council meeting. The second update to this SAP was approved by the Council via Ordinance 796 on September 19, 2016. The Council approved an SAP Update in January 2018, which, after due process and public hearing, levied the Part B Assessment related to the Parking Garage. Town Council has since approved upadtes to the PID SAP as follows: Ordinance 861 on August 27, 2018; Ordinance 890 on August 26, 2019; and the last update with Ordinance 912 on August 24, 2020. Page 2 of 2 Upon approval from Council, the Assessment Roll will be provided to the Tarrant County Appraisal District to be included in the 2021/2022 tax bills which will be mailed out in October 2021. COUNCIL ACTION/OPTIONS • Approve the proposed PID SAP Update • Reject the proposed PID SAP Update STAFF RECOMMENDATION Staff recommends approval. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: N/A Funding Source: N/A Contract: No Forms: N/A Service Levels: The proposed PID SAP Update continues the current level of service for the Entrada development. DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: The proposed Ordinance is not anticipated to significantly impact the Academy’s budget. Comprehensive Plan: The proposed Ordinance support the Comp Plan by providing the necessary funding to satisfy the Entrada development requirements. Cost Recovery Analysis: The proposed Ordinanance is not evaluated through the Cost Recovery Analysis Tool. Traffic Impact: The proposed Ordinance does not have an impact on traffic. ATTACHMENTS 1. Ordinance 2. PID Service And Assessment Plan Ordinance 930 Page 1 of 2 TOWN OF WESTLAKE ORDINANCE NO. 930 SOLANA PUBLIC IMPROVEMENT DISTRICT SUPPLEMENTAL SERVICE AND ASSESSMENT PLAN AND ASSESSMENT ROLL. A SUPPLEMENTAL ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE UPDATING THE SOLANA PUBLIC IMPROVEMENT DISTRICT OF THE TOWN OF WESTLAKE SERVICE AND ASSESSMENT PLAN AND ASSESSMENT ROLL. WHEREAS, by Resolution 14-07 adopted on February 24, 2014, after notice and a public hearing in the manner required by law, the Town Council of the Town of Westlake, Texas approved a resolution authorizing the creation of the Solana Public Improvement District of the Town of Westlake; and WHEREAS, the Town Council, pursuant to Section 372.016(b) of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code (the “PID Act”) PID Act, published notice of the Levy and Assessment Hearing on December 22, 2014, in The Star-Telegram, a newspaper of general circulation in the Town; and WHEREAS, on January 15, 2015, after notice and a public hearing conducted in the manner required by law, the Town Council adopted Ordinance No. 741 approving the Solana Public Improvement District Service and Assessment Plan and Assessment Roll and the levy of assessments on property in the District; and WHEREAS, on January 15, 2015, the Town Council convened the Levy and Assessment Hearing and adopted Ordinance No. 743, authorizing the issuance of bonds secured by the assessments levied pursuant to the Assessment Ordinance; and WHEREAS, on January 28, 2018, after notice and a public hearing conducted in the manner required by law, the Town Council adopted Ordinance No. 843 approving the Solana Public Improvement District Service and Assessment Plan and Assessment Roll and the levy of the Part – B Assessment pertaining to the Parking Garage on property in the District; and WHEREAS, on August 24, 2020, Town Council approved Ordinance 912 that updated the SAP; and WHEREAS, the Service and Assessment Plan and Assessment Roll is required to be reviewed and updated annually as described in Sections 372.013 and 372.014 of the PID Act; and WHEREAS, the Town Council now desires to proceed with the adoption of this Ordinance for the Annual Service Plan Update and the updated Assessment Roll attached thereto, in conformity with the requirements of the PID Act; and WHEREAS, the Town Council finds the passage of this Ordinance to be in the best interest for the citizens of Westlake. Ordinance 930 Page 2 of 2 NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That all matters stated in the preamble are found to be true and correct and are incorporated herein as if copied in their entirety. SECTION 2: That the Solana Annual Service Plan Update and updated Assessment Roll attached hereto as “Exhibit A” are hereby accepted as provided. SECTION 3: If any portion of this Ordinance 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 Ordinance without the invalid provision. SECTION 4: That this Ordinance shall be cumulative of all other Town Ordinances and all other provisions of other Ordinances adopted by the Town which are inconsistent with the terms or provisions of this Ordinance are hereby repealed. SECTION 5: It is hereby declared to be the intention of the Town Council of the Town of Westlake, Texas, that sections, paragraphs, clauses and phrases of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared legally invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such legal invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Ordinance since the same would have been enacted by the Town Council of the Town of Westlake without the incorporation in this Ordinance of any such legally invalid or unconstitutional, phrase, sentence, paragraph or section. SECTION 6: This ordinance shall take effect immediately from and after its passage as the law in such case provides. PASSED AND APPROVED ON THIS 23RD DAY OF AUGUST 2021. _____________________________ ATTEST: Laura Wheat, Mayor ____________________________ ______________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney TOWN OF WESTLAKE, TEXAS SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE AUGUST 23, 2021 ORDINANCE 930 EXHIBIT “A” SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 1 INTRODUCTION Capitalized terms used in this Annual Service Plan Update shall have the meanings set forth in the original Service and Assessment Plan or the Development Agreement, Financing Agreement, and Reimbursement Agreements, as applicable. On February 24, 2014, the Town Council adopted Resolution No. 14-07 authorizing the creation of the PID to finance the costs of certain public improvements for the benefit of property in the PID. On January 15, 2015, the Town Council adopted (1) Ordinance No. 741, which approved the levy of Assessments on Assessed Property and approved the Service and Assessment Plan; (2) Ordinance No. 742 approving the Financing Agreement and Reimbursement Agreement – Part A; and (3) Ordinance No. 743 issuing the Town of Westlake, Texas Special Assessment Revenue Bonds, Series 2015 (Solana Public Improvement District Project, Series 2015 Bonds) in the aggregate principal amount of $26,175,000 to finance, refinance, provide or otherwise assist in the acquisition, construction and maintenance of the public improvements provided for the benefit of the property in the PID. The Service and Assessment Plan identified the Authorized Improvements to be provided by the PID, the Authorized Improvement costs, the indebtedness to be incurred for the Authorized Improvements, and the manner of assessing the property in the PID for the costs of the Authorized Improvements. The Town Council also adopted an Assessment Roll identifying the Assessments on each Lot within the PID, based on the method of assessment identified in the Service and Assessment Plan. On September 19, 2016, the Town Council adopted Ordinance No. 796, which approved the 2016 Annual Service Plan Update and updated the Assessment Roll for 2016. On November 21, 2017, the Town Council adopted Ordinance No. 838, which approved the 2017 Annual Service Plan Update and updated the Assessment Roll for 2017. On January 29, 2018, the Town Council adopted Ordinance No. 843, which approved the levy of Assessments on Improvement Area #1 Assessed Property and approved the Annual Service Plan Update and Assessment Roll for Assessment Part B for the Reimbursement Agreement – Part B in the aggregate principal amount of $2,425,000 secured by Assessments. On August 22, 2018, the Town Council adopted Ordinance No. 861, which approved the 2018 Annual Service Plan Update and updated the Assessment Roll for 2018. The 2018 Annual Service Plan Updated served to update both the Service and Assessment Plan and the Annual Service Plan for Assessment Part B. SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 2 On August 26, 2019, the Town Council adopted Ordinance No. 890, which approved the 2019 Annual Service Plan Update and updated the Assessment Roll for 2019. On August 24, 2020, the Town Council adopted Ordinance No. 912, which approved the 2020 Annual Service Plan Update and updated the Assessment Roll for 2020. Pursuant to the PID Act, the Service and Assessment Plan must be reviewed and updated annually. This document is the Annual Service Plan Update for 2021. This 2021 Annual Service Plan Update also updates the Assessment Roll for 2021. [Remainder of page intentionally left blank.] SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 3 LISTED EVENTS There following listed events have occurred in the PID:  $325,000 partial sinking fund redemption on September 1, 2017  $350,000 partial sinking fund redemption on September 1, 2018  $375,000 partial sinking fund redemption on September 1, 2019  $400,000 partial sinking fund redemption on September 1, 2020  Set forth below is a list of material event disclosures regarding certain litigation and other matters involving certain affiliates of Centurion American: o Westlake Entrada/Flower Mound Riverwalk Project (the “Entrada/Riverwalk Lawsuit”) o Rainier Medical Investors LLC & RMI River Walk Investors LP v. Centurion Riverwalk, LLC, et al., in Collin County, Texas o Megatel Homes III, LLC v. Wilbow-Windhaven Development Corporation v. Centurion Windhaven, LP, et al.; in Kaufman County Texas o Cause No. 3:20-CV-00688-L: Megatel Homes, LLC, et al. v. Mehrdad Moayedi, et al., in U.S. District Court, Northern District of Texas; Cause No. DC-19-08774 (in the 160th Judicial District Court, Dallas Co., Texas): Megatel Homes, LLC, et. al. v. United Development Funding L.P., et. al. ; Cause No. 380-02960-2020 (in the 380th District Court, Collin County, Texas); Megatel Homes III, LLC v. MM Plano 54, LLC; Cause No. DC-19-18033 (in the 160th District Court, Dallas County, Texas); Megatel Homes III, LLC v. CADG Mercer MM Holdings, LLC et. al.; Megatel Homes III, LLC v. CTMGT Erwin Farms, LLC and CADG Erwin Farms, LLC; Cause No. 219-01995-2021; 219th Judicial District Court, Collin County, Texas; Megatel Homes III, LLC v. CTMGT Frontier 80, LLC; Cause No. 199-01546-2021; 199th Judicial District Court, Collin County, Texas. o More information can be found by visiting the Electronic Municipal Market Access page at https://emma.msrb.org/IssueView/Details/EA356322 PARCEL SUBDIVISION  The Replat of Westlake Entrada Primrose Lots 2R, &3R, Block M was filed and recorded with the County on September 2, 2016, which consisted of 2 commercial Lots.  The Replat of Westlake Entrada Block B, Lot R, Block I, Lots 1 & 2X, Block J, Lots 11-16, 17X, 18X, 19X, & 20X, and Block S, Lot 1X was filed and recorded with the County on April 11, 2017, which consisted of 6 residential Lots and 4 Lots of Non-Benefited Property. SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 4  The Replat of Westlake Entrada Lots 1XR, 2XR, 3-14, 15X, 16X, & 17X, Block I was filed and recorded with the County of September 11, 2017, which consisted of 12 residential Lots and 5 Lots of Non-Benefited Property.  The Replat of Westlake Entrada Block L, Lot 6 & Block S, Lot 2X was filed and recorded with the County on September 19, 2017, which consisted of 1 commercial Lot and 1 Lot of Non-Benefited Property.  The Replat of Westlake Entrada Lots 1R, 2, 3, & 4, Block A, and Lots 1R, 2RX & 3RX, Block O was filed and recorded with the County on April 5, 2018, which consisted of 4 commercial Lots and 3 Lots of Non-Benefited Property.  The Replat of Lot 1, Block B Westlake Entrada consisting of Lots 1R, 2-5, Block B, Lots 1-2, 3A, 3B, 4-6, Block C, Lot 1, 2X, Block D, Lots 1, 15-17, 18X, Block E, Lots 1-5, 6X, Block F, Lots 1-5, 6X, Block G, Lots 1-5, 6X, Block H, Lot 1, Block J, Lots 1- 5, Block K, Lots 1-5, Block L, Lots 1-3, 4X, 5X, Block P, Lot 1, Block Q, Lot 1, Block R was filed and recorded with the County on June 27, 2018.  The Amended Plat of Westlake Entrada Lots 1XRR, 2XRR, 3R-14R, & 15XR, Block I was filed and recorded with the County on August 28, 2018, which consisted of 12 residential Lots and 2 Lots of Non-Benefited Property.  The Replat of Westlake Entrada Lots 1R, 2-14, 19X, 20X, Block E was filed and recorded with the County on June 27, 2019, which consisted of 14 residential Lots and 2 Lots of Non-Benefited Property.  The Amended Plat of Westlake Entrada Lots 4R, 5R, 6R, & 7R, Block E, was filed and recorded with the County on July 9, 2021, which consisted of 4 residential Lots. The Amended Plat of Westlake Entrada Lots 4R, 5R, 6R, & 7R, Block E is attached hereto as Exhibit B. LOT SALES & HOME SALES UPDATE Residential Per the Quarterly Report dated March 31, 2021, 30 residential units have started construction, 27 residential units have completed construction, and 3 residential units have been sold to end- users. Completion of all residential units in the PID is expected to occur in July 2025. Commercial Per the Town staff, of the expected 1,158,299 square feet of commercial space described in the Service and Assessment Plan, 56,319 square feet of commercial development has been constructed, including a CVS, Primrose Daycare Center, Entrada Sales Office, and the Entrada Retail Corner/Starbucks. Permits for construction have been issued on a total of 17 units, for a total permitted commercial square footage of 102,463. SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 5 OUTSTANDING ASSESSMENT Improvement Area #1 Improvement Area #1 has an outstanding Assessment of $20,152,812.63, as shown below. Improvement Area #2 Improvement Area #2 has an outstanding Assessment of $5,257,633.23, as shown below. Improvement Area #3 Improvement Area #3 has an outstanding Assessment of $4,548,554.14, as shown below. Assessment Part B Total Series 2015 Bond Reimbursement Agreement - Part A Reimbursement Agreement - Part B Total Outstanding Assessment Series 2015 Bond 15,683,150.61$ -$ -$ 15,683,150.61$ Reimbursement Agreement - Part A - 2,164,662.02 - 2,164,662.02 Reimbursement Agreement - Part B - - 2,305,000.00 2,305,000.00 15,683,150.61$ 2,164,662.02$ 2,305,000.00$ 20,152,812.63$ Improvement Area #1 Assessment Part A Assessment Part B Total Series 2015 Bond Reimbursement Agreement - Part A Reimbursement Agreement - Part B Total Outstanding Assessment Series 2015 Bond 4,619,964.11$ -$ -$ 4,619,964.11$ Reimbursement Agreement - Part A - 637,669.12 - 637,669.12 Reimbursement Agreement - Part B - - - - 4,619,964.11$ 637,669.12$ -$ 5,257,633.23$ Assessment Part A Improvement Area #2 Assessment Part B Total Series 2015 Bond Reimbursement Agreement - Part A Reimbursement Agreement - Part B Total Outstanding Assessment Series 2015 Bond 3,996,885.28$ -$ -$ 3,996,885.28$ Reimbursement Agreement - Part A - 551,668.86 - 551,668.86 Reimbursement Agreement - Part B - - - - 3,996,885.28$ 551,668.86$ -$ 4,548,554.14$ Assessment Part A Improvement Area #3 SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 6 ANNUAL INSTALLMENT DUE 1/31/2022 Improvement Area #1  Principal and Interest - The total principal and interest required for the Annual Installment for Improvement Area #1 is $1,609,156.17.  Prepayment Reserve - The Prepayment Reserve Requirement, as defined in the Indenture, is equal to 1.5% of the principal amount of the then Outstanding Bonds and has not yet been met. As such, the Prepayment Reserve will be funded with 40% of the additional 0.5% interest on the Series 2015 Bonds outstanding Assessment, resulting in a Prepayment Reserve amount due for Improvement Area #1 of $31,366.30.  Delinquency Reserve - The Delinquency Reserve Requirement, as defined in the Indenture, is equal to 4% of the principal amount of the then Outstanding Bonds and has not yet been met. As such, the Delinquency Reserve will be funded with 60% of the additional 0.5% interest on the Series 2015 Bonds outstanding Assessment, resulting in a Delinquency Reserve amount due for Improvement Area #1 of $47,049.45.  Administrative Expenses - The cost of administering the PID and collecting the Annual Installments shall be paid for on a pro rata basis by each Parcel based on the amount of outstanding Assessment remaining on the Parcel. The total Administration Expenses budgeted for the Annual Installment for Improvement Area #1 is $53,728.60. Improvement Area #2  Principal and Interest - The total principal and interest required for the Annual Installment for Improvement Area #2 is $417,110.93.  Prepayment Reserve - The Prepayment Reserve Requirement, as defined in the Indenture, is equal to 1.5% of the principal amount of the then Outstanding Bonds and has not yet been met. As such, the Prepayment Reserve will be funded with 40% of the additional 0.5% interest on the Series 2015 Bonds outstanding Assessment, resulting in a Prepayment Reserve amount due for Improvement Area #2 of $9,239.93. Assessment Part B Total Series 2015 Bond Reimbursement Agreement - Part A Reimbursement Agreement - Part B Total Annual Installment Due 1/31/2022 Principal 290,428.71$ 14,844.13$ 45,000.00$ 350,272.85$ Interest 971,484.05 139,187.77 148,211.50 1,258,883.32 Prepayment Reserve 31,366.30 - - 31,366.30 Delinquency Reserve 47,049.45 - - 47,049.45 Administrative Expenses 41,812.21 5,771.12 6,145.27 53,728.60 1,382,140.73$ 159,803.02$ 199,356.77$ 1,741,300.52$ Improvement Area #1 Assessment Part A SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 7  Delinquency Reserve – The Delinquency Reserve Requirement, as defined in the Indenture, is equal to 4% of the principal amount of the then Outstanding Bonds and has not yet been met. As such, the Delinquency Reserve will be funded with 60% of the additional 0.5% interest on the Series 2015 Bonds outstanding Assessment, resulting in a Delinquency Reserve amount due for Improvement Area #2 of $14,017.16.  Administrative Expenses - The cost of administering the PID and collecting the Annual Installments shall be paid for on a pro rata basis by each Parcel based on the amount of outstanding Assessment remaining on the Parcel. The total Administration Expenses budgeted for the Annual Installment for Improvement Area #2 is $14,017.16. Improvement Area #3  Principal and Interest - The total principal and interest required for the Annual Installment for Improvement Area #3 is $360,856.60.  Prepayment Reserve - The Prepayment Reserve Requirement, as defined in the Indenture, is equal to 1.5% of the principal amount of the then Outstanding Bonds and has not yet been met. As such, the Prepayment Reserve will be funded with 40% of the additional 0.5% interest on the Series 2015 Bonds outstanding Assessment, resulting in a Prepayment Reserve amount due for Improvement Area #3 of $7,993.77.  Delinquency Reserve - The Delinquency Reserve Requirement, as defined in the Indenture, is equal to 4% of the principal amount of the then Outstanding Bonds and has not yet been met. As such, the Delinquency Reserve will be funded with 60% of the additional 0.5% interest on the Series 2015 Bonds outstanding Assessment, resulting in a Delinquency Reserve amount due for Improvement Area #3 of $11,990.66.  Administrative Expenses - The cost of administering the PID and collecting the Annual Installments shall be paid for on a pro rata basis by each Parcel based on the amount of outstanding Assessment remaining on the Parcel. The total Administration Expenses budgeted for the Annual Installment for Improvement Area #3 is $12,126.72. Assessment Part B Total Series 2015 Bond Reimbursement Agreement - Part A Reimbursement Agreement - Part B Total Annual Installment Due 1/31/2022 Principal 85,554.89$ 4,372.81$ -$ 89,927.70$ Interest 286,181.11 41,002.12 - 327,183.23 Prepayment Reserve 9,239.93 - - 9,239.93 Delinquency Reserve 13,859.89 - - 13,859.89 Administrative Expenses 12,317.10 1,700.06 - 14,017.16 407,152.92$ 47,074.99$ -$ 454,227.92$ Assessment Part A Improvement Area #2 SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 8 The debt service schedules for the Series 2015 Bonds, Reimbursement Agreement – Part A, and Reimbursement Agreement – Part B, as provided by Lawrence Financial, LLC, are attached hereto as Exhibit E-1, Exhibit E-2, and Exhibit E-3, respectively. PREPAYMENT OF ASSESSMENTS IN FULL No prepayments in full have occurred within the PID. See Exhibit F for the form of Notice of Termination of Assessment. PARTIAL PREPAYMENTS OF ASSESSMENTS No partial prepayments have occurred within the PID. [Remainder of page intentionally left blank.] Assessment Part B Total Series 2015 Bond Reimbursement Agreement - Part A Reimbursement Agreement - Part B Total Annual Installment Due 1/31/2022 Principal 74,016.39$ 3,783.06$ -$ 77,799.45$ Interest 247,584.84 35,472.31 - 283,057.15 Prepayment Reserve 7,993.77 - - 7,993.77 Delinquency Reserve 11,990.66 - - 11,990.66 Administrative Expenses 10,655.93 1,470.78 - 12,126.72 352,241.59$ 40,726.15$ -$ 392,967.74$ Assessment Part A Improvement Area #3 SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 9 BOND FUND P3Works has reviewed the following bond accounts related to the PID as of March 31, 2021, and each account contains the amount shown below: [Remainder of page intentionally left blank.] Account:3/31/2021 Balance Pledged Revenue Fund Bond Pledged Revenue Account $2,275,736.34 Developer Reimbursement Pledged Revenue Account $875,430.41 Bond Fund Capitalized Interest Account $0.00 Principal and Interest Account $1.47 Project Fund Improvement Project A Improvement Account $30,403.00 Developer Improvement Account $0.00 Reserve Fund Reserve Account $2,098,015.00 Prepayment Reserve Account $208,481.08 Delinquency Reserve Account $312,721.65 Redemption Fund $0.00 Rebate Fund $0.00 Administrative Fund $68,999.32 Reimbursement Fund $0.00 Developer Property Tax Reserve Fund $112.24 Note: Past principal and interest collected for the Reimbursement Agreement -Part B is currently included in the Pledged Revenue Fund of the 2015 Bonds.The Town is currently working with the Trustee so that in future Annual Service Plan Updates,there will be a seperated Depository Agreement with the Trustee in which principal and interest collected for the Reimbursement Agreement - Part B will be deposited. SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 10 SERVICE PLAN – FIVE YEAR BUDGET FORECAST The PID Act requires the annual indebtedness and projected costs for the improvements to be reviewed and updated in the Annual Service Plan Update, and the projection shall cover a period of not less than five years. AUTHORIZED IMPROVEMENTS Improvement Project A Per the Quarterly Report dated March 31, 2021, all Improvement Area #1 and Improvement Area #2 Authorized Improvements in Improvement Project A are being funded by Series 2015 Bond Annual Installment Due 1/31/2022 1/31/2023 1/31/2024 1/31/2025 1/31/2026 Principal $ 350,272.85 $ 375,280.16 $ 395,287.47 $ 416,422.40 $ 453,210.04 Interest 1,258,883.32 1,231,409.15 1,205,074.79 1,182,946.40 1,159,637.85 (1) $ 1,609,156.17 $ 1,606,689.31 $ 1,600,362.26 $ 1,599,368.80 $ 1,612,847.89 Delinquency & Prepayment Reserve (2) $ 78,415.75 $ 76,963.61 $ 75,430.79 $ 73,817.30 $ 72,123.13 Administrative Expenses (3) $ 53,728.60 $ 54,803.17 $ 55,899.24 $ 57,017.22 $ 58,157.56 Total Annual Installment (4) = (1) + (2) + (3) $ 1,741,300.52 $ 1,738,456.09 $ 1,731,692.29 $ 1,730,203.32 $ 1,743,128.59 Annual Installment Due 1/31/2022 1/31/2023 1/31/2024 1/31/2025 1/31/2026 Principal $ 89,927.70 $ 95,821.48 $ 101,715.26 $ 106,468.31 $ 117,305.26 Interest 327,183.23 322,196.54 316,875.09 311,218.86 305,301.22 (1) $ 417,110.93 $ 418,018.02 $ 418,590.35 $ 417,687.17 $ 422,606.48 Delinquency & Prepayment Reserve (2) $ 23,099.82 $ 22,672.05 $ 22,220.51 $ 21,745.20 $ 21,246.13 Administrative Expenses (3) $ 14,017.16 $ 14,297.51 $ 14,583.46 $ 14,875.13 $ 15,172.63 Total Annual Installment (4) = (1) + (2) + (3) $ 454,227.92 $ 454,987.57 $ 455,394.31 $ 454,307.50 $ 459,025.24 Annual Installment Due 1/31/2022 1/31/2023 1/31/2024 1/31/2025 1/31/2026 Principal $ 77,799.45 $ 82,898.36 $ 87,997.27 $ 92,109.29 $ 101,484.70 Interest 283,057.15 278,742.99 274,139.22 269,245.83 264,126.29 (1) $ 360,856.60 $ 361,641.35 $ 362,136.49 $ 361,355.13 $ 365,610.99 Delinquency & Prepayment Reserve (2) $ 19,984.43 $ 19,614.34 $ 19,223.70 $ 18,812.50 $ 18,380.74 Administrative Expenses (3) $ 12,126.72 $ 12,369.25 $ 12,616.64 $ 12,868.97 $ 13,126.35 Total Annual Installment (4) = (1) + (2) + (3) $ 392,967.74 $ 393,624.95 $ 393,976.83 $ 393,036.59 $ 397,118.07 Annual Installment Due 1/31/2022 1/31/2023 1/31/2024 1/31/2025 1/31/2026 Principal $ 518,000.00 $ 554,000.00 $ 585,000.00 $ 615,000.00 $ 672,000.00 Interest 1,869,123.70 1,832,348.69 1,796,089.10 1,763,411.10 1,729,065.36 (1) $ 2,387,123.70 $ 2,386,348.69 $ 2,381,089.10 $ 2,378,411.10 $ 2,401,065.36 Delinquency & Prepayment Reserve (2) $ 121,500.00 $ 119,250.00 $ 116,875.00 $ 114,375.00 $ 111,750.00 Administrative Expenses (3) $ 79,872.48 $ 81,469.93 $ 83,099.33 $ 84,761.31 $ 86,456.54 Total Annual Installment (4) = (1) + (2) + (3) $ 2,588,496.18 $ 2,587,068.62 $ 2,581,063.43 $ 2,577,547.41 $ 2,599,271.90 Improvement Area #1 Improvement Area #2 Improvement Area #3 Solana PID Total SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 11 funds. The balance in the Improvement Fund with US Bank is $30,402.77 as of February 28, 2021. According to the Developer, available remaining funds are currently projected to be sufficient to complete the Authorized Improvement for Improvement Project A in Improvement Area #1 and Improvement Area #2. Improvement Area #1 and Improvement Area #2 Authorized Improvements are significantly complete, with remaining items being the installation of iron benches. Improvement Area #3 Authorized Improvements are partially constructed (and such costs of $680,000 out of $3.4 million budgeted to date have been funded by the Developer and subject to the Part A Reimbursement Agreement), with an estimated cost of $3,400,000 anticipated to be funded by the Developer and subject to the Reimbursement Agreement – Part A. Improvement Area #3 Authorized Improvements are on hold indefinitely. See the table below for details about the Improvement Project A budget. [Remainder of page intentionally left blank.] Original Budget (1) Revisions Budget as of 3/31/21 (2) Original Budget (1) Revisions Budget as of 3/31/21 (2) Authorized Improvements Road 3,767,430$ 1,083,177$ 4,850,607$ 622,470$ -$ 622,470$ Water Distribution System 890,040 (668,035) 222,005 171,680 - 171,680 Sanitary Sewer 1,531,196 (1,298,927) 232,269 350,100 - 350,100 Storm drainage 1,154,306 (1,154,306) - 579,566 - 579,566 Landscaping 1,830,501 (661,929) 1,168,572 - - - Duct Bank 640,304 (142,838) 497,466 93,650 - 93,650 Other Costs (3)8,120,860 (1,131,154) 6,989,706 573,896 - 573,896 Parking Facility - - - - - - Consolidated Wet Utilities Contract - 3,974,012 3,974,012 - - - 17,934,637$ (1)$ 17,934,637$ 2,391,362$ -$ 2,391,362$ Bond Issue Costs Capitalized Interest 3,216,750$ -$ 3,216,750$ 218,620$ -$ 218,620$ Debt Service Reserve 2,074,313 - 2,074,313 340,000 - 340,000 Other Bond Issuance Related Costs 2,949,301 - 2,949,301 450,018 - 450,018 8,240,364$ -$ 8,240,364$ 1,008,638$ -$ 1,008,638$ Total Uses 26,175,001$ (1)$ 26,175,001$ 3,400,000$ -$ 3,400,000$ Notes: 1) Budget as shown in the Service and Assessment Plan. 2)The budget for the Authorized Improvements is adjusted in this Annual Service Plan Update as the Authorized Improvements are constructed and the Actual Costs of the Authorized Improvements are determined, per draw 38 provided by the Developer. 3) See Appendix B of the Service and Assessment Plan for details. Series 2015 Bonds Reimbursement Agreement - Part A Original vs. Revised Budget - Improvement Project A SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 12 Improvement Project B Per the Quarterly Report dated March 31, 2021, Improvement Project B (the public parking garage) improvements are under construction, and the estimated costs of $6,160,000 are anticipated to be funded by the Developer, of which $2,450,000 are subject to Reimbursement Agreement – Part B. The structure for the Parking Garage is completed, and masonry façade sample was approved by the Town on the fourth quarter of 2020, with a Certificate of Occupancy to be issued by the third quarter of 2021. See the table below for details about the Improvement Project B budget. [Remainder of page intentionally left blank.] Original Budget (1)Revisions Budget as of 3/31/21 (2) Authorized Improvements Road -$ -$ -$ Water Distribution System - - - Sanitary Sewer - - - Storm Drainage - - - Landscaping - - - Duct Bank - - - Other Costs (3)- - - Parking Facility 6,160,000 - 6,160,000 6,160,000$ -$ 6,160,000$ Bond issue costs Capitalized Interest 170,000$ -$ 170,000$ Debt Service Reserve 242,500 - 242,500 Other Bond Issuance Related Costs 242,500 - 242,500 655,000$ -$ 655,000$ Total Uses 6,815,000$ -$ 6,815,000$ Notes: Original vs. Revised Budget - Improvement Project B (Parking Garage) 1) Budget as shown in the Service and Assessment Plan. 2)The budget for the Authorized Improvements is adjusted in this Annual Service Plan Update as the Authorized Improvements are constructed and the Actual Costs of the Authorized Improvements are determined. 3) See Appendix B of Service and Assessment Plan for details. SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 13 EQUIVALENT UNITS The Service and Assessment Plan uses Equivalent Units to apportion Assessments based on Land Use Class. The chart attached hereto as Exhibit C summarizes the original planned number of units broken down by Land Use Class and Improvement Area, assigns the Equivalent Unit factor to each Land Use Class as was originally calculated in the Service and Assessment Plan, and determines the total number of Equivalent Units for each Land Use Class in Improvement Area #1, Improvement Area #2, and Improvement Area #3. Equivalent Unit Factors are then multiplied by total Equivalent Units in each Land Use Class to determine Assessment per Unit for each Land Use Class for both Assessment Part A and Assessment Part B. The 2018 Annual Service Plan Update approved by Ordinance No. 861 on August 27, 2018 allocated Equivalent Units and their Assessment to their 2018 tax parcel IDs assigned by the County. For the purpose of calculating or reallocating of Assessments and any corresponding prepayments of Assessments, all subsequent annual service plan updates, including this Annual Service Plan Update, is to use the information set forth in Exhibit D. The calculation of the estimated number of units to be built on a Parcel shall be performed by the Administrator and confirmed by the Town Council based on the information available regarding the use of the Parcel. The outstanding Assessment Part A and outstanding Assessment Part B in each Improvement Area is reallocated to the newly platted Parcels based on the corresponding approved development plans and projected development plan for each Parcel provided by the Developer. The detailed projected land use by Parcel are provided by the Developer and the corresponding Equivalent Unit calculations are shown in Exhibit D. The 2019 Annual Service Plan Update allocated Equivalent Units to newly subdivided property within the retail corner of the PID as provided by the Developer. Due to a scrivener’s error in the Developer’s identification of the Parcels, two Developer owned parcels in the Subject Property (defined in Exhibit G) were under assessed and the Remaining Property (defined in Exhibit G) was over assessed. Therefore, the Service and Assessment Plan Assessments were corrected between the Subject Property and Remaining Property, as shown and described in Exhibit G. ASSESSMENT ROLL The list of current Parcels or Lots within the PID, the corresponding total Assessments, and current Annual Installment are shown on the Assessment Roll attached hereto as Exhibit A. The Parcels shown on the Assessment Roll will receive the bills for the 2021 Annual Installments which will be delinquent if not paid by January 31, 2022. SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 14 EXHIBIT A – ASSESSMENT ROLL Property ID Legal Description Situs Notes Outstanding Assessment[a],[b] Installment Due 1/31/22[a],[c] 42229969 WESTLAKE ENTRADA Block M Lot 1 ARTA DR 675,261.79$ 58,338.56$ 42229977 WESTLAKE ENTRADA Block M Lot 2R PLAT D216204548 26 ARTA DR 164,633.36$ 14,225.12$ 42229985 WESTLAKE ENTRADA Block M Lot 3R PLAT D216204548 22 ARTA DR 48,981.83$ 4,232.27$ 42229993 WESTLAKE ENTRADA Block N Lot 1 GIRONA DR 432,920.18$ 37,406.40$ 42230002 WESTLAKE ENTRADA Block N Lot 2 41 ARTA DR 47,076.98$ 4,067.68$ 42230011 WESTLAKE ENTRADA Block N Lot 3 35 ARTA DR 200,961.55$ 17,364.05$ 42230029 WESTLAKE ENTRADA Block N Lot 4 ARTA DR 38,344.36$ 3,313.14$ 42230037 WESTLAKE ENTRADA Block N Lot 5 25 ARTA DR 28,449.04$ 2,458.13$ 42230045 WESTLAKE ENTRADA Block N Lot 6X OPEN SPACE DAVIS BLVD [d]-$ -$ 42331160 WESTLAKE ENTRADA Block J Lot 11 76 CORTES DR 37,074.29$ 3,203.00$ 42331178 WESTLAKE ENTRADA Block J Lot 12 74 CORTES DR 37,074.29$ 3,203.00$ 42331186 WESTLAKE ENTRADA Block J Lot 13 72 CORTES DR 37,074.29$ 3,203.00$ 42331194 WESTLAKE ENTRADA Block J Lot 14 5 CARDONA DR 37,074.29$ 3,203.00$ 42331208 WESTLAKE ENTRADA Block J Lot 15 7 CATALONIA DR 37,074.29$ 3,203.00$ 42331216 WESTLAKE ENTRADA Block J Lot 16 9 CATALONIA DR 37,074.29$ 3,203.00$ 42331224 WESTLAKE ENTRADA Block J Lot 17X OPEN SPACE CATALONIA CT [d]-$ -$ 42331232 WESTLAKE ENTRADA Block J Lot 18X OPEN SPACE CATALONIA CT [d]-$ -$ 42331241 WESTLAKE ENTRADA Block J Lot 19X OPEN SPACE CATALONIA CT [d]-$ -$ 42331259 WESTLAKE ENTRADA Block J Lot 20X PRIVATE STREET CATALONIA CT [d]-$ -$ 42331283 WESTLAKE ENTRADA Block S Lot 1X OPEN SPACE CORTES [d]-$ -$ 42346426 WESTLAKE ENTRADA - CORTES Block L Lot 6 34 CORTES 272,121.26$ 23,512.59$ 42346434 WESTLAKE ENTRADA - CORTES Block S Lot 2X OPEN SPACE CORTES [d]-$ -$ 42400366 WESTLAKE ENTRADA Block B Lot 1R SCHOOL BOUNDARY SPLIT 75 ARAGON [e]-$ -$ 42400374 WESTLAKE ENTRADA Block B Lot 2 SCHOOL BOUNDARY SPLIT 67 ARAGON [e]-$ -$ 42400382 WESTLAKE ENTRADA Block B Lot 4 SCHOOL BOUNDARY SPLIT 82 GIRONA [e]-$ -$ 42400391 WESTLAKE ENTRADA Block B Lot 5 SCHOOL BOUNDARY SPLIT ARAGON [e]-$ -$ 42400404 WESTLAKE ENTRADA Block C Lot 1A SCHOOL BOUNDARY SPLIT 64 TARRAGONA [e]-$ -$ 42400412 WESTLAKE ENTRADA Block C Lot 2 SCHOOL BOUNDARY SPLIT 56 TARRAGONA [e]-$ -$ 42400421 WESTLAKE ENTRADA Block P Lot 1 SCHOOL BOUNDARY SPLIT 94 GIRONA [e]-$ -$ 42400439 WESTLAKE ENTRADA Block P Lot 2 91 ANDORRA 989,531.85$ 85,500.34$ SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 15 Property ID Legal Description Situs Notes Outstanding Assessment[a],[b] Installment Due 1/31/22[a],[c] 42400447 WESTLAKE ENTRADA Block P Lot 3 74 ARAGON 445,289.33$ 38,475.15$ 42400455 WESTLAKE ENTRADA Block P Lot 4X OPEN SPACE SCHOOL BPOUNDARY SPLIT STATE HWY 114 [d]-$ -$ 42402318 WESTLAKE ENTRADA Block B Lot 1R SCHOOL BOUNDARY SPLIT 75 ARAGON 986,063.13$ 85,200.63$ 42402326 WESTLAKE ENTRADA Block B Lot 2 SCHOOL BOUNDARY SPLIT 67 ARAGON -$ -$ 42402334 WESTLAKE ENTRADA Block B Lot 3 68 ARAGON 747,508.85$ 64,588.38$ 42402342 WESTLAKE ENTRADA Block B Lot 4 82 GIRONA 915,189.15$ 79,076.77$ 42402351 WESTLAKE ENTRADA Block B Lot 5 SCHOOL BOUNDARY SPLIT 63 TARRAGONA -$ -$ 42402369 WESTLAKE ENTRADA Block C Lot 1A SCHOOL BOUNDARY SPLIT 64 TARRAGONA 550,167.96$ 47,537.17$ 42402377 WESTLAKE ENTRADA Block C Lot 2 56 TARRAGONA 274,842.47$ 23,747.72$ 42402385 WESTLAKE ENTRADA Block C Lot 3A 43 TARRAGONA 68,030.31$ 5,878.15$ 42402393 WESTLAKE ENTRADA Block C Lot 3B 35 TARRAGONA 108,848.50$ 9,405.04$ 42402407 WESTLAKE ENTRADA Block C Lot 4 55 TARRAGONA 204,090.94$ 17,634.45$ 42402415 WESTLAKE ENTRADA Block C Lot 5 63 TARRAGONA 170,075.79$ 14,695.37$ 42402423 WESTLAKE ENTRADA Block C Lot 6X OPEN SPACE 49 TARRAGONA 28,572.73$ 2,468.82$ 42402431 WESTLAKE ENTRADA Block D Lot 1 25 COSTA BRAVA 281,359.08$ 24,307.73$ 42402440 WESTLAKE ENTRADA Block D Lot 2X1 OPEN SPACE GIRONA [d]-$ -$ 42402466 WESTLAKE ENTRADA Block E Lot 15 34 COMILLAS 54,146.89$ 4,677.97$ 42402474 WESTLAKE ENTRADA Block E Lot 16 36 COMILLAS 54,146.89$ 4,677.97$ 42402482 WESTLAKE ENTRADA Block E Lot 17 38 COMILLAS 54,146.89$ 4,677.97$ 42402491 WESTLAKE ENTRADA Block E Lot 18X OPEN SPACE 40 COMILLAS 61,845.74$ 5,343.77$ 42402504 WESTLAKE ENTRADA Block F Lot 1 2 CASTELLON 54,146.89$ 4,677.97$ 42402512 WESTLAKE ENTRADA Block F Lot 2 4 CASTELLON 54,146.89$ 4,677.97$ 42402521 WESTLAKE ENTRADA Block F Lot 3 6 CASTELLON 54,146.89$ 4,677.97$ 42402539 WESTLAKE ENTRADA Block F Lot 4 8 CASTELLON 54,146.89$ 4,677.97$ 42402547 WESTLAKE ENTRADA Block F Lot 5 10 CASTELLON 556,114.34$ 48,044.94$ 42402555 WESTLAKE ENTRADA Block F Lot 6X OPEN SPACE 77 GIRONA 37,107.44$ 3,206.26$ 42402563 WESTLAKE ENTRADA Block G Lot 1 42 CARDONA 815,634.36$ 70,465.91$ 42402571 WESTLAKE ENTRADA Block G Lot 2 44 CARDONA 54,146.89$ 4,677.97$ 42402580 WESTLAKE ENTRADA Block G Lot 3 46 CARDONA 54,146.89$ 4,677.97$ 42402598 WESTLAKE ENTRADA Block G Lot 4 48 CARDONA 54,146.89$ 4,677.97$ SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 16 Property ID Legal Description Situs Notes Outstanding Assessment[a],[b] Installment Due 1/31/22[a],[c] 42402601 WESTLAKE ENTRADA Block G Lot 5 50 CARDONA 54,146.89$ 4,677.97$ 42402610 WESTLAKE ENTRADA Block G Lot 6X OPEN SPACE 81 GIRONA 37,107.44$ 3,206.26$ 42402628 WESTLAKE ENTRADA Block H Lot 1 22 CARDONA 222,445.73$ 19,217.97$ 42402636 WESTLAKE ENTRADA Block H Lot 2 24 CARDONA 54,146.89$ 4,677.97$ 42402644 WESTLAKE ENTRADA Block H Lot 3 26 CARDONA 54,146.89$ 4,677.97$ 42402652 WESTLAKE ENTRADA Block H Lot 4 28 CARDONA 54,146.89$ 4,677.97$ 42402661 WESTLAKE ENTRADA Block H Lot 5 30 CARDONA 422,038.62$ 36,461.60$ 42402679 WESTLAKE ENTRADA Block H Lot 6X OPEN SPACE 85 GIRONA 37,107.44$ 3,206.26$ 42402687 WESTLAKE ENTRADA Block J Lot 1 21 CATALONIA 222,445.73$ 19,217.97$ 42402695 WESTLAKE ENTRADA Block K Lot 1 53 GIRONA 1,259,797.73$ 108,852.62$ 42402709 WESTLAKE ENTRADA Block K Lot 2 49 GIRONA 1,259,797.73$ 108,852.62$ 42402717 WESTLAKE ENTRADA Block K Lot 3 50 CORTES 1,175,069.07$ 101,531.65$ 42402725 WESTLAKE ENTRADA Block K Lot 4 20 COSTA BRAVA 1,546,390.90$ 133,615.66$ 42402733 WESTLAKE ENTRADA Block K Lot 5 59 GIRONA [d]-$ -$ 42402741 WESTLAKE ENTRADA Block L Lot 1 52 GIRONA 669,170.91$ 57,819.60$ 42402750 WESTLAKE ENTRADA Block L Lot 2 48 GIRONA 1,014,270.14$ 87,637.85$ 42402768 WESTLAKE ENTRADA Block L Lot 3 46 CORTES 689,456.32$ 59,572.36$ 42402776 WESTLAKE ENTRADA Block L Lot 4 42 CORTES 625,136.75$ 54,014.84$ 42402784 WESTLAKE ENTRADA Block L Lot 5 38 CORTES 3,246,653.99$ 280,526.61$ 42402792 WESTLAKE ENTRADA Block P Lot 1 SCHOOL BOUNDARY SPLIT 94 GIRONA 457,658.48$ 39,543.91$ 42402806 WESTLAKE ENTRADA Block P Lot 4X OPEN SPACE SCHOOL BOUNDARY SPLIT STATE HWY 114 [d]-$ -$ 42402814 WESTLAKE ENTRADA Block P Lot 5X OPEN SPACE ARAGON [d]-$ -$ 42402822 WESTLAKE ENTRADA Block Q Lot 1 STATE HWY 114 4,936,326.93$ 426,473.19$ 42402831 WESTLAKE ENTRADA Block R Lot 1 58 GIRONA 297,972.78$ 25,746.29$ 42424567 WESTLAKE ENTRADA Block I Lot 1XRR PRIVATE ACCESS PIEDRA CT [d]-$ -$ 42424575 WESTLAKE ENTRADA Block I Lot 2XRR OPEN SPACE SOLINA BLVD [d]-$ -$ 42424583 WESTLAKE ENTRADA Block I Lot 3R 75 CORTES 28,135.91$ 2,430.77$ 42424591 WESTLAKE ENTRADA Block I Lot 4R 73 CORTES 28,135.91$ 2,430.77$ 42424605 WESTLAKE ENTRADA Block I Lot 5R 71 CORTES 37,074.29$ 3,203.00$ 42424613 WESTLAKE ENTRADA Block I Lot 6R 69 CORTES 28,135.91$ 2,430.77$ SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 17 Property ID Legal Description Situs Notes Outstanding Assessment[a],[b] Installment Due 1/31/22[a],[c] 42424621 WESTLAKE ENTRADA Block I Lot 7R 67 CORTES 37,074.29$ 3,203.00$ 42424630 WESTLAKE ENTRADA Block I Lot 8R 65 CORTES 37,074.29$ 3,203.00$ 42424648 WESTLAKE ENTRADA Block I Lot 9R 63 CORTES 28,135.91$ 2,430.77$ 42424656 WESTLAKE ENTRADA Block I Lot 10R 61 CORTES 37,074.29$ 3,203.00$ 42424664 WESTLAKE ENTRADA Block I Lot 11R 59 CORTES 37,074.29$ 3,203.00$ 42424672 WESTLAKE ENTRADA Block I Lot 12R 1 PIEDRA CT 37,074.29$ 3,203.00$ 42424681 WESTLAKE ENTRADA Block I Lot 13R 3 PIEDRA CT 37,074.29$ 3,203.00$ 42424699 WESTLAKE ENTRADA Block I Lot 14R 5 PIEDRA CT 37,074.29$ 3,203.00$ 42424702 WESTLAKE ENTRADA Block I Lot 15XR OPEN SPACE PIEDRA CT [d]-$ -$ 42447052 WESTLAKE ENTRADA Block A Lot 1R 76 ANDORRA 16,327.28$ 1,410.76$ 42447061 WESTLAKE ENTRADA Block A Lot 2 72 ROSES 296,859.55$ 25,650.10$ 42447079 WESTLAKE ENTRADA Block A Lot 3 78 ANDORRA 29,933.34$ 2,586.39$ 42447087 WESTLAKE ENTRADA Block A Lot 4 OPEN SPACE ANDORRA [d]-$ -$ 42447095 WESTLAKE ENTRADA Block O Lot 1R SCHOOL BOUNDARY SPLIT 65 ANDORRA DR [e]-$ -$ 42447109 WESTLAKE ENTRADA Block O Lot 2RX OPEN SPACE DAVIS BLVD [d]-$ -$ 42447117 WESTLAKE ENTRADA Block O Lot 3RX OPEN SPACE STATE HWY 114 [d]-$ -$ 42447125 WESTLAKE ENTRADA Block O Lot 1R SCHOOL BOUNDARY SPLIT 65 ANDORRA DR 37,107.44$ 3,206.26$ 42509121 WESTLAKE ENTRADA Block E Lot 1R 2 COMILLAS DR 54,146.89$ 4,677.97$ 42509139 WESTLAKE ENTRADA Block E Lot 2 4 COMILLAS DR 54,146.89$ 4,677.97$ 42509147 WESTLAKE ENTRADA Block E Lot 3 6 COMILLAS DR 37,074.29$ 3,203.00$ 42509155 WESTLAKE ENTRADA Block E Lot 4 8 COMILLAS DR 54,146.89$ 4,677.97$ 42509163 WESTLAKE ENTRADA Block E Lot 5 10 COMILLAS CT 54,146.89$ 4,677.97$ 42509171 WESTLAKE ENTRADA Block E Lot 6 12 COMILLAS CT 54,146.89$ 4,677.97$ 42509180 WESTLAKE ENTRADA Block E Lot 7 16 COMILLAS CT 37,074.29$ 3,203.00$ 42509198 WESTLAKE ENTRADA Block E Lot 8 18 COMILLAS CT 37,074.29$ 3,203.00$ 42509201 WESTLAKE ENTRADA Block E Lot 9 22 COMILLAS CT 54,146.89$ 4,677.97$ 42509210 WESTLAKE ENTRADA Block E Lot 10 13 COMILLAS CT 37,074.29$ 3,203.00$ 42509228 WESTLAKE ENTRADA Block E Lot 11 17 COMILLAS CT 37,074.29$ 3,203.00$ 42509236 WESTLAKE ENTRADA Block E Lot 12 24 COMILLAS CT 54,146.89$ 4,677.97$ 42509244 WESTLAKE ENTRADA Block E Lot 13 26 COMILLAS DR 54,146.89$ 4,677.97$ SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 18 Property ID Legal Description Situs Notes Outstanding Assessment[a],[b] Installment Due 1/31/22[a],[c] 42509252 WESTLAKE ENTRADA Block E Lot 14 28 COMILLAS DR 54,146.89$ 4,677.97$ 42509261 WESTLAKE ENTRADA Block E Lot 19X OPEN SPACE 24 COMILLAS CT [d]-$ -$ 42509279 WESTLAKE ENTRADA Block E Lot 20X PRIVATE STREET COMILLAS CT [d]-$ -$ 42616725 WESTLAKE ENTRADA Block C Lot 1B SCHOOL BOUNDARY SPLIT TARRAGONA [e]-$ -$ 42616733 WESTLAKE ENTRADA Block C Lot 1B SCHOOL BOUNDARY SPLIT TARRAGONA 248,569.78$ 21,477.63$ 42616806 WESTLAKE ENTRADA Block D Lot 2X2 OPEN SPACE GIRONA [d]-$ -$ 29,959,000.02$ 2,588,496.33$ Notes: Total [a] Totals may not match the total outstanding Assessment or Annual Installment due to rounding. [b] Outstanding Assessment prior to 1/31/2022 Annual Installment. [c] The Annual Installment covers the period September 1, 2021 to August 31, 2022 and is due by 1/31/2022. [d] Non-Benefited Property. [e] Classified as Non-Benefited Property. These Property IDs are used for another taxing jurisdiction that the County does not collect for. SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 19 EXHIBIT B - PLATS SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 20 EXHIBIT C – LAND USE CLASS Type Planned No. of Units EU Factor Total EU Original Assessment Part A per EU Original Assessment Part A per Unit Original Total Assessment Part A Original Assessment Part B per EU Original Assessment Part B per Unit Original Total Assessment Part B Original Total Assessment - Part A & B Land Use Class 1 38.00 1.00 38.00 58,797.94$ 58,797.94$ 2,234,321.65$ 7,470.02$ 7,470.02$ 283,860.95$ 2,518,182.60$ Land Use Class 2 71.00 0.62 44.02 58,797.94$ 36,454.72$ 2,588,285.24$ 7,470.02$ 4,631.42$ 328,830.49$ 2,917,115.73$ Land Use Class 3 6.00 0.60 3.60 58,797.94$ 35,278.76$ 211,672.58$ 7,470.02$ 4,482.01$ 26,892.09$ 238,564.67$ Land Use Class 10 372.10 0.22 81.86 58,797.94$ 12,935.55$ 4,813,303.88$ 7,470.02$ 1,643.41$ 611,509.53$ 5,424,813.41$ Land Use Class 11 266.10 0.20 53.22 58,797.94$ 11,759.59$ 3,129,226.27$ 7,470.02$ 1,494.00$ 397,554.72$ 3,526,781.00$ Land Use Class 12 255.50 0.21 53.66 58,797.94$ 12,347.57$ 3,154,803.37$ 7,470.02$ 1,568.71$ 400,804.18$ 3,555,607.56$ Land Use Class 13 264.60 0.19 50.27 58,797.94$ 11,171.61$ 2,956,007.55$ 7,470.02$ 1,419.30$ 375,548.03$ 3,331,555.58$ 324.63 Subtotal: IA #1 19,087,620.54$ 2,425,000.00$ 21,512,620.54$ Type Planned No. of Units EU Factor Total EU Original Assessment Part A per EU Original Assessment Part A per Unit Original Total Assessment Part A Original Assessment Part B per EU Original Assessment Part B per Unit Original Total Assessment Part B Original Total Assessment - Part A & B Land Use Class 4 42.00 1.00 42.00 63,313.99$ 63,313.99$ 2,659,187.64$ -$ -$ -$ 2,659,187.64$ Land Use Class 5 16.00 0.68 10.96 63,313.99$ 43,350.99$ 693,615.83$ -$ -$ -$ 693,615.83$ Land Use Class 6 69.00 0.52 35.85 63,313.99$ 32,899.33$ 2,270,054.08$ -$ -$ -$ 2,270,054.08$ 88.81 Subtotal: IA #2 5,622,857.55$ -$ 5,622,857.55$ Type Planned No. of Units EU Factor Total EU Original Assessment Part A per EU Original Assessment Part A per Unit Original Total Assessment Part A Original Assessment Part B per EU Original Assessment Part B per Unit Original Total Assessment Part B Original Total Assessment - Part A & B Land Use Class 7 21.00 1.00 21.00 86,189.26$ 86,189.26$ 1,809,974.49$ -$ -$ -$ 1,809,974.49$ Land Use Class 8 23.00 0.68 15.64 86,189.26$ 58,608.70$ 1,348,000.05$ -$ -$ -$ 1,348,000.05$ Land Use Class 9 36.00 0.55 19.80 86,189.26$ 47,404.09$ 1,706,547.37$ -$ -$ -$ 1,706,547.37$ 56.44 Subtotal: IA #3 4,864,521.90$ -$ 4,864,521.90$ 469.88 29,575,000.00$ 2,425,000.00$ 32,000,000.00$ Total - All Improvement Areas: Improvement Area #1 Equivalent Units Original Assessment Part A Original Assessment Part A Original Assessment Part A Original Assessment Part B Original Assessment Part B Original Assessment Part B Improvement Area #2 Improvement Area #3 Equivalent Units Equivalent Units SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 21 EXHIBIT D – LAND USE AND EQUIVALENT UNITS BY PROPERTY ID 2020 Property ID 2021 Property ID Proposed Use Units/ Sq. Ft. Land Use Class EU Factor Total EU Outstanding Assessment 42447052 42447079 Commercial - Retail 2,200 10 0.22 0.48 29,933.34$ 42447061 42447052 Commercial - Retail 1,200 10 0.22 0.26 16,327.28$ 42447079 42447061 Commercial - Office 24,000 11 0.20 4.80 296,859.55$ Commercial - Retail 7,000 10 0.22 1.54 95,242.44$ Condo (2,500 sq. ft. to 3,600 sq. ft.)3 2 0.62 1.86 115,033.08$ Condo (Under 2,500 sq. ft.)6 3 0.60 3.60 222,644.67$ 42230002 42230002 Commercial - Retail 3,460 10 0.22 0.76 47,076.98$ 42230011 42230011 Commercial - Retail 14,770 10 0.22 3.25 200,961.55$ 42230029 42230029 Commercial - Office 3,100 11 0.20 0.62 38,344.36$ 42230037 42230037 Commercial - Office 2,300 11 0.20 0.46 28,449.04$ 42229977 42229977 Commercial - Retail 12,100 10 0.22 2.66 164,633.36$ 42229985 42229985 Commercial - Retail 3,600 10 0.22 0.79 48,981.83$ 42402792 42402792 Commercial - Office 37,000 11 0.20 7.40 457,658.48$ 42400439 42400439 Commercial - Office 80,000 11 0.20 16.00 989,531.85$ 42402318 42402318 Commercial - Retail 72,472 10 0.22 15.94 986,063.13$ 42402326 42402326 Public - - - -$ 42402334 42402334 Commercial - Office 60,433 11 0.20 12.09 747,508.85$ 42402679 42402679 Commercial - Office 3,000 11 0.20 0.60 37,107.44$ 42402610 42402610 Commercial - Office 3,000 11 0.20 0.60 37,107.44$ 42402555 42402555 Commercial - Office 3,000 11 0.20 0.60 37,107.44$ 42402491 42402491 Commercial - Office 5,000 11 0.20 1.00 61,845.74$ 42402351 42402351 Public - - - -$ 42402342 42402342 Commercial - Retail 67,263 10 0.22 14.80 915,189.15$ 42402369 Commercial - Hospitality 42,361 12 0.21 8.90 550,167.96$ 42616733 Commercial - Hospitality 19,139 12 0.21 4.02 248,569.78$ 42402377 42402377 Commercial - Retail 20,200 10 0.22 4.44 274,842.47$ 42402385 42402385 Commercial - Retail 5,000 10 0.22 1.10 68,030.31$ 42402393 42402393 Commercial - Retail 8,000 10 0.22 1.76 108,848.50$ 42402423 42402423 Commercial - Retail 2,100 10 0.22 0.46 28,572.73$ 42402407 42402407 Commercial - Retail 15,000 10 0.22 3.30 204,090.94$ 42402415 42402415 Commercial - Retail 12,500 10 0.22 2.75 170,075.79$ 42402831 42402831 Commercial - Retail 21,900 10 0.22 4.82 297,972.78$ Commercial - Retail 5,000 10 0.22 1.10 68,030.31$ Condo (More than 3,600 sq. ft.)6 1 1.00 6.00 371,074.44$ Condo (2,500 sq. ft. to 3,600 sq. ft.)6 2 0.62 3.72 230,066.15$ 42402822 42402822 Commercial - Institutional 33,000 13 0.19 6.27 387,772.79$ 42346426 42346426 Commercial - Office 22,000 11 0.20 4.40 272,121.26$ Commercial - Retail 37,800 10 0.22 8.32 514,309.18$ Condo (More than 3,600 sq. ft.)20 1 1.00 20.00 1,236,914.81$ Condo (2,500 sq. ft. to 3,600 sq. ft.)39 2 0.62 24.18 1,495,430.01$ Commercial - Retail 23,400 10 0.22 5.15 318,381.87$ Condo (More than 3,600 sq. ft.)6 1 1.00 6.00 371,074.44$ Commercial - Retail 23,400 10 0.22 5.15 318,381.87$ Condo (2,500 sq. ft. to 3,600 sq. ft.)8 2 0.62 4.96 306,754.87$ 42402695 42402695 Commercial - Hospitality 97,000 12 0.21 20.37 1,259,797.73$ 42402709 42402709 Commercial - Hospitality 97,000 12 0.21 20.37 1,259,797.73$ Commercial - Retail 5,000 10 0.22 1.10 68,030.31$ Condo (More than 3,600 sq. ft.)6 1 1.00 6.00 371,074.44$ Condo (2,500 sq. ft. to 3,600 sq. ft.)15 2 0.62 9.30 575,165.39$ 42402717 42402717 Commercial - Institutional 100,000 13 0.19 19.00 1,175,069.07$ 42402725 42402725 Commercial - Institutional 131,600 13 0.19 25.00 1,546,390.90$ Commercial - Office - 11 0.20 - -$ Commercial - Office 3,000 11 0.20 0.60 37,107.44$ 42400447 42400447 Commercial - Office 36,000 11 0.20 7.20 445,289.33$ Total - IA #1:325.86 20,152,812.63$ Notes: The proposed uses for each Property ID are provided by the Developer. 42229993 42229993 42447125 Improvement Area #1 42402776 42402750 42402741 42402750 42402768 42402776 42402784 42402369 42402741 42402784 42402768 42447125 SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 22 2020 Property ID 2021 Property ID Proposed Use Units/ Sq. Ft. Land Use Class EU Factor Total EU Outstanding Assessment 42229969 42229969 Villa - West Residential (Under 2,500 sq. ft.)24 6 0.52 12.47 675,261.79$ 42402687 42402687 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)6 5 0.68 4.11 222,445.73$ 42402628 42402628 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)6 5 0.68 4.11 222,445.73$ 42402636 42402636 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402644 42402644 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402652 42402652 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402661 42402661 Villa - West Residential (Under 2,500 sq. ft.)15 6 0.52 7.79 422,038.62$ 42402563 42402563 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)22 5 0.68 15.06 815,634.36$ 42402571 42402571 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402580 42402580 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402598 42402598 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402601 42402601 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402504 42402504 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402512 42402512 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402521 42402521 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402539 42402539 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402547 42402547 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)15 5 0.68 10.27 556,114.34$ 42402466 42402466 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402474 42402474 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402482 42402482 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42402431 42402431 Villa - West Residential (Under 2,500 sq. ft.)10 6 0.52 5.20 281,359.08$ 42509121 42509121 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42509139 42509139 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42509147 42509147 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42509155 42509155 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42509163 42509163 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42509171 42509171 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42509180 42509180 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42509198 42509198 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42509201 42509201 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42509210 42509210 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42509228 42509228 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42509236 42509236 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42509244 42509244 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42509252 42509252 Villa - West Residential (More than 3,600 sq. ft.)1 4 1.00 1.00 54,146.89$ 42424583 42424583 Villa - West Residential (Under 2,500 sq. ft.)1 6 0.52 0.52 28,135.91$ 42424591 42424591 Villa - West Residential (Under 2,500 sq. ft.)1 6 0.52 0.52 28,135.91$ 42424605 42424605 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42424613 42424613 Villa - West Residential (Under 2,500 sq. ft.)1 6 0.52 0.52 28,135.91$ 42424621 42424621 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42424630 42424630 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42424648 42424648 Villa - West Residential (Under 2,500 sq. ft.)1 6 0.52 0.52 28,135.91$ 42424656 42424656 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42424664 42424664 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42424672 42424672 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42424681 42424681 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42424699 42424699 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42331160 42331160 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42331178 42331178 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42331186 42331186 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42331194 42331194 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42331208 42331208 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 42331216 42331216 Villa - West Residential (2,500 sq. ft. to 3,600 sq. ft.)1 5 0.68 0.68 37,074.29$ 144 Total - IA #2:97.10 5,257,633.23$ Notes: The proposed uses for each Property ID are provided by the Developer. Improvement Area #2 SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 23 2020 Property ID 2021 Property ID Proposed Use Units/ Sq. Ft. Land Use Class EU Factor Total EU Outstanding Assessment Villa - East Residential (More than 3,600 sq. ft.)21 7 1.00 21.00 1,692,410.29$ Villa - East Residential (2,500 sq. ft. to 3,600 sq. ft.)23 8 0.68 15.64 1,260,442.71$ Villa - East Residential (Under 2,500 sq. ft.)36 9 0.55 19.80 1,595,701.13$ 80 Total - IA #3:56.44 4,548,554.14$ Notes: The proposed uses for each Property ID are provided by the Developer. Improvement Area #3 4240282242402822 SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 24 EXHIBIT E-1 – SERIES 2015 BONDS DEBT SERVICE SCHEDULE SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 25 SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 26 EXHIBIT E-2 – REIMBURSEMENT AGREEEMENT – PART A DEBT SERVICE SCHEDULE SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 27 EXHIBIT E-3 – REIMBURSEMENT AGREEEMENT – PART B DEBT SERVICE SCHEDULE SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 28 EXHIBIT F – FORM OF NOTICE OF ASSESSMENT TERMINATION P3Works, LLC 9284 Huntington Square, Suite 100 North Richland Hills, TX 76182 ______________________________________________________________________________ [Date] Tarrant County Clerk’s Office Honorable [County Clerk Name] Tarrant County Courts Building 100 E Weatherford Street Fort Worth, TX 76196 Re: Town of Westlake Lien Release Documents for Filing Dear Ms./Mr. [County Clerk Name], Enclosed is a lien release that the Town of Westlake is requesting to be filed in your office. Lien release for [insert legal description], created by Document/Instrument No. [Plat]. Please forward copies of the filed documents below: Town of Westlake Attn: [Town Secretary] 1500 Solana Boulevard Building 7, Suite 7200 Westlake, TX 76262 Please contact me if you have any questions or need additional information. Sincerely, [Signature] P3Works, LLC P: (817) 393-0353 admin@p3-works.com SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 29 AFTER RECORDING RETURN TO: [Town Secretary Name] 1500 Solana Boulevard Building 7, Suite 7200 Westlake, TX 76262 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full Release") is executed and delivered as of the Effective Date by the Town of Westlake, Texas, a Texas Type A general law municipality. RECITALS WHEREAS, the governing body (hereinafter referred to as the "Town Council") of the Town of Westlake, Texas (hereinafter referred to as the "Town"), is authorized by Chapter 372, Texas Local Government Code, as amended (hereinafter referred to as the "Act"), to create public improvement districts within the corporate limits and extraterritorial jurisdiction of the Town; and WHEREAS, on or about February 24, 2014, the Town Council approved Resolution No. 14-07, creating the Solana Public Improvement District; and WHEREAS, the Solana Public Improvement District consists of approximately 85 contiguous acres within the corporate limits of the Town; and WHEREAS, on or about January 15, 2015, the Town Council approved Ordinance No. 741, and on January 29, 2018, the Town Council approved Ordinance No. 843 (hereinafter referred to as the "Assessment Ordinances") approving a service and assessment plan and assessment roll for the assessed property within the Solana Public Improvement District; and WHEREAS, on or about August 24, 2020, the Town Council adopted Ordinance No. 912, , which approved the 2020 Annual Service Plan Update (the “2020 SAP Update”) and which revised the lien amounts for the assessed property within the District; and WHEREAS, the Assessment Ordinance, as modified by the 2020 Annual Service Plan Update, imposed an assessment (hereinafter referred to as the “Lien”) in the amount of [amount] (hereinafter referred to as the "Lien Amount") for the following property: SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 30 [legal description], a subdivision in Tarrant County, Texas, according to the map or plat of record in Document/Instrument No. ________ of the Real Property Records of Tarrant County, Texas (hereinafter referred to as the "Property"); and WHEREAS, the property owners of the Property have paid unto the Town the Lien Amount. RELEASE NOW THEREFORE, the Town, the owner and holder of the Lien, Instrument No. ________, in the Real Property Records of Tarrant County, Texas, in the amount of the Lien Amount against the Property releases and discharges, and by these presents does hereby release and discharge, the above-described Property from said lien held by the undersigned securing said indebtedness. EXECUTED to be EFFECTIVE this the _____ day of _________, 20__. TOWN OF WESTLAKE, TEXAS, A Texas Type A general law municipality, By: _______________________________ [Administrator Name], Town Administrator ATTEST: ______________________________ [Secretary Name], Town Secretary STATE OF TEXAS § § COUNTY OF TARRANT § This instrument was acknowledged before me on the ____ day of ________, 20__, by [Administrator Name], Town Administrator for the Town of Westlake, Texas, a Texas Type A general law municipality, on behalf of said municipality. _______________________________ Notary Public, State of Texas SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 31 EXHIBIT G – CONSENT TO LEVY OF ASSESSMENTS [To be updated with signed form.] CONSENT TO LEVY ASSESSMENTS This Consent to Levy Assessments (the "Consent") is given by __________________ (the "Landowner"), as the landowner who holds record title to property located in the Solana Public Improvement District and described below. The Landowner consents to, acknowledges and accepts the following: (i) All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Service and Assessment Plan approved and adopted by Ordinance No. 741 on January 15, 2015 (the “Original SAP”). (ii) The Town of Westlake, Texas (the "Town"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, as amended, has previously established the "Solana Public Improvement District" (the "District"). (iii) As of the date hereof, the Landowner is the owner of 100% of the property described as Property ID 42447061 and Property ID 42447079 in the 2020 Annual Service Plan approved and adopted by the Town by Ordinance No. 912 on August 24, 2020, and all subsequent sub-divided Parcels from this Parcel (the "Subject Property"). (iv) The 2019 Annual Service Plan Update allocated Equivalent Units to newly subdivided property within the retail corner of the District as provided by the Landowner. Due to a scrivener’s error in the Landowner’s identification of the Parcels, two Landowner parcels in the Subject Property were under assessed and the Remaining Property (defined hereafter) was over assessed. Therefore, the Service and Assessment Plan Assessments were corrected between the Subject Property and Remaining Property, as shown on Appendix A. “Remaining Property” means the property as described by Property ID 42447052 in the 2020 Annual Service Plan approved and adopted by the Town by Ordinance No. 912 on August 24, 2020, and all subsequent sub-divided Parcels from this Parcel (the "Remaining Property"). (v) The correction of Equivalent Units to and between the Subject Property resulted in a decrease in Assessments levied against the Remainder Property, as shown on Appendix A. (vi) The correction of Equivalent Units from the Remaining Property resulted in an increase in Assessments levied against the Subject Property, as shown on Appendix A. (vii) The Landowner approves of all Assessments, including the increased Assessment as shown on Appendix A, levied against the Subject Property including any future subdivision of the Subject Property and as provided in the Original SAP, and of which the Landowner is 100% owner as of the date hereof. SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 32 (viii) All Assessments on the Subject Property Assessed Property are final, conclusive and binding upon the Landowner and any subsequent owner of the Subject Property. (ix) The Landowner has received, or hereby waives, all notices required to be provided to it under State law, including the PID Act, prior to the effective date of this Consent. SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 33 By: _______________________________ Name: _____________________________ Date: ______________________________ BEFORE ME, the undersigned authority on this day personally appeared _________________________, who is known to me or who was proved to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same as the Landowner thereof, and for the purposes and consideration therein expressed and in the capacity therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ___________ day of ________________, 2021. ________________________________________ Notary Public, State of Texas SOLANA PUBLIC IMPROVEMENT DISTRICT 2021 ANNUAL SERVICE PLAN UPDATE 34 Appendix A Correction of Assessments between Subject Property and Remaining Property Property ID Outstanding Assessment after 1/31/21 Annual Installment Reallocated Outstanding Assessment Net Change of Outstanding Assessment Subject Property 42447061 16,327.28$ 296,859.55$ 280,532.28$ 42447079 296,859.55$ 29,933.34$ (266,926.22)$ Subtotal 313,186.83$ 326,792.89$ 13,606.06$ Remaining Property 42447052 29,933.34$ 16,327.28$ (13,606.06)$ Subtotal 29,933.34$ 16,327.28$ (13,606.06)$ Total 343,120.17$ 343,120.17$ 0.00$ Notes 2021 Annual Service Plan Update Correction of Assessment The Developer is 100%owner of the Subject Property,and has paid all Annual Installments prior to and including the Annual Installment due 1/31/21 on both the Subject Property and Remaining Property. Page 1 of 3 TOWN COUNCIL AGENDA ITEM Regular Meeting - Consent Monday, August 23, 2021 TOPIC: Consider a Resolution approving the tax rolls for tax year 2021 on property within the Town; approving the estimated tax collection rate; and designating an official to calculate the no-new-revenue and voter-approval tax rates. STAFF: Ginger Awtry, Finance Director STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Transparent / Integrity- driven Government Fiscal Stewardship Exemplary Service & Governance - We set the standard by delivering unparalleled municipal and educational services at the lowest cost. Increase Transparency, Accessibility & Communications SUMMARY The resolution presented is provided pursuant to Section 26.04 of the Texas Property Tax Code, which requires the assessor for a taxing unit to submit the total appraised value, the total assessed value and the total taxable value of the property within the unit' s boundaries to the unit' s governing body by August 7th or as soon thereafter as practicable. The below percentages have been certified by Wendy Burgess, Tarrant County Tax Assessor- Collector and used for the calculation of Tax Year 2021 anticipated collection rate within the Truth in Taxation (TNT) worksheet. These collection rate numbers are for both Tarrant and Denton counties as Tarrant County collects both counties for us. Tax Year 2018 Actual Collection Rate 99.67% Tax Year 2019 Actual Collection Rate 100.83% Tax Year 2020 Actual Collection Rate 99.29% Tax Year 2021 Anticipated Collection Rate 100.00% Tax Year 2020 Excess Debt Collection $57,445 Page 2 of 3 Please find below the most current information related to both appraisal districts. Certified Certified Tarrant County Denton County Total Certified Values $ 1,626,780,352 $ 37,324,028 $ 1,664,104,380 Under Protest and Incomplete 116,251,645 16,245 116,267,890 Projected Assessed Valuation $ 1,743,031,997 $ 37,340,273 $ 1,780,372,270 New Construction (Taxable) * Commercial $ 3,037,719 $ 30,647,043 $ 33,684,762 Residential 69,979,365 69,979,365 $ 73,017,084 $ 30,647,043 $ 103,664,127 Average Single-Family Market Value $ 2,111,456 Average Single-Family Taxable Value $ 1,769,060 * Denton CAD new market value totals $369,755,274 Additionally, changes during the 86th Texas Legislative session included the passing of Senate Bill 2 (SB2) which created several new requirements for local governments in the Tax Code. One of the new requirements is that an officer or employee be designated by the governing body to calculate the no-new-revenue tax rate and the voter-approval tax rate for the taxing unit after the assessor submits the certified appraisal roll. Staff recommends the designation of the Town Manager or the Director of Finance as that officer or employee responsible for complying with Section 26.04(c) of the Tax Code. COUNCIL ACTION/OPTIONS All taxing entities in the state of Texas are required by law to to accept and approve the certified tax rolls received each year, the estimated tax collection rates received, and to designate an officer or employee to calculate the Town’s ad valorem tax rates. Council may approve or deny the related resolution regarding these necessary actions. STAFF RECOMMENDATION Staff recommends Westlake Town Council to accept and approve the certified tax rolls received for tax year 2021, the estimated tax collection rate as submitted, and to designate the Town Manager or their designee (Finance Director) as the officer or employee to calculate the Town’s ad valorem tax rates. Page 3 of 3 FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $0 Funding Source: N/A Contract: No Forms: N/A Service Levels: N/A DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: N/A Comprehensive Plan: N/A Cost Recovery Analysis: N/A Traffic Impact: N/A ATTACHMENTS Tarrant County 2021 Certified Tax Roll Denton County 2021 Certified Tax Roll Tarrant County 2021 (includes Denton Co.) Certified Collection Rate Estimate Resolution Jeff Law, Chief Appraiser Tarrant Appraisal District 2500 Handley Ederville Road - Fort Worth, Texas 76118 - 817.284.0024 1 TOWN OF WESTLAKE 037 Appraisal Roll Information Valuation Summary as of July 21, 2021 2021 Certified Property Information I, Jeff Law, Chief Appraiser for the Tarrant Appraisal District, to the best of my ability do solemnly swear that the attached is that portion of the appraisal roll for the Tarrant Appraisal District which lists property taxable by the above-named entity and constitutes their Certified Appraisal Roll. APPRAISED VALUE (Considers Value Caps) - - - - - - - - - - - - - - - - - - - - - - - - -> $ 2,007,469,655 Number of Accounts: 1,463 Absolute Exemptions $ 27,583,808 Cases before ARB – Appraised Value $ 103,869,541 Incompletes $ 81,040,432 Partial Exemptions $ 168,195,522 In Process $ 0 NET TAXABLE VALUE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - > $ 1,626,780,352 Appraised Value minus Absolute Exemption amount, minus Cases before ARB amount, minus Incompletes, minus Partial Exemptions, minus the In Process accounts equals the Net Taxable Value. ESTIMATED NET TAXABLE VALUE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -> $ 1,743,031,997 Including suggested values to be used for pending ARB accounts (see page two), Incompletes (see page three) and In Process accounts (see page four). _________________________________ Jeff Law, Chief Appraiser Jeff Law, Chief Appraiser Tarrant Appraisal District 2500 Handley Ederville Road - Fort Worth, Texas 76118 - 817.284.0024 2 TOWN OF WESTLAKE 037 Appraisal Roll Information Valuation Summary as of July 21, 2021 2021 Appraisal Review Board Information Section 25.01 (c) of the State Property Tax code directs the Chief Appraiser to prepare a list of all properties under protest with the Appraisal Review Board and pending disposition at the time of value roll certification. The values below are from the ARB roll and are not included in the totals by the Chief Appraiser and represented on page 1 of this report. $ 103,869,541 Total appraised value of properties under protest. $ 90,148,320 Net taxable value of properties under protest. $ 63,103,824 Estimated minimum taxable value for the same properties. This value should be added to the net taxable value on page one. Jeff Law, Chief Appraiser Tarrant Appraisal District 2500 Handley Ederville Road - Fort Worth, Texas 76118 - 817.284.0024 3 TOWN OF WESTLAKE 037 Appraisal Roll Information Valuation Summary as of July 21, 2021 2021 Incomplete Property Information Section 26.01(d) of the State Property Tax Code directs the Chief Appraiser to prepare a list of all properties that are not on the appraisal roll and not included on the ARB roll. The values below are from the incomplete property listing and are not included in the totals by the Chief Appraiser and represented on page 1 of this report. The value of incomplete properties are subject to change and are also subject to appeal before the Appraisal Review Board. $ 81,040,432 Total appraised value of incomplete properties $ 75,925,459 Net taxable value of properties under of incomplete properties. $ 53,147,821 Estimated minimum taxable value for the same properties. This value should be added to the net taxable value on page one Jeff Law, Chief Appraiser Tarrant Appraisal District 2500 Handley Ederville Road - Fort Worth, Texas 76118 - 817.284.0024 4 TOWN OF WESTLAKE 037 Appraisal Roll Information Valuation Summary as of July 21, 2021 2021 In Process Property Information The values below are from In Process properties and are not included in the totals by the Chief Appraiser and represented on page 1 of this report. $ 0 Total appraised value of In Process properties $ 0 Estimated net taxable value of In Process properties. This value should be added to the net taxable value on page one. Tarrant Appraisal District TOWN OF WESTLAKE 037 Totals for Roll Instance July Roll 2021 Value Detail Market Appraised Counts Taxable Real Estate Residential 1,402,350,080 1,370,614,919 1,022 1,189,442,645 Real Estate Commercial 471,924,958 471,924,958 160 444,721,450 Real Estate Industrial 0 0 0 0 Personal Property Commercial 163,387,422 163,387,422 198 157,147,680 Personal Property Industrial 1,361,180 1,361,180 1 1,361,180 Mineral Lease Properties 0 0 0 0 Agricultural Properties 97,330,876 181,176 82 181,176 Total Value 2,136,354,516 2,007,469,655 1,463 1,792,854,131 Pending Detail Market Appraised Counts Taxable Cases Before ARB 105,041,191 103,869,541 64 90,148,320 Incomplete Accounts 82,350,188 81,040,432 82 75,925,459 In Process Accounts 0 0 0 0 Certified Value 1,948,963,137 1,822,559,682 1,317 1,626,780,352 7/17/2021 10:14:44 PM Page 172 of 521 TOWN OF WESTLAKE Exemption Detail Market Exempt Counts Appraised Absolute Public 27,583,808 27,583,808 61 27,583,808 Absolute Charitable 0 0 0 0 Absolute Miscellaneous 0 0 0 0 Absolute Religious & Private Schools 0 0 0 0 Indigent Housing 0 0 0 0 Nominal Value 491 491 1 491 Disabled Vet 10-29%0 0 0 0 Disabled Vet 30-49%741,109 7,500 1 741,109 Disabled Vet 50-69%900,000 10,000 1 900,000 Disabled Vet 70-99%1,650,000 12,000 1 1,650,000 Disabled Vet 100%900,000 710,000 1 900,000 Surviving Spouse Disabled Vet 100%0 0 0 0 Donated Disabled Vet 0 0 0 0 Surviving Spouse Donated Disabled Vet 0 0 0 0 Surviving Spouse KIA Armed Service Member 0 0 0 0 Transfer Base Value for SS Disable Vet 0 0 0 0 Inventory 0 0 0 0 Homestead State Mandated-General 0 0 0 0 Homestead State Mandated-Over 65 0 0 0 0 Homestead State Mandated-Disabled Person 0 0 0 0 Homestead State Mandated-Disabled Person Over 65 0 0 0 0 Homestead Local Option-General 845,368,131 162,947,931 411 815,914,929 Homestead Local Option-Over 65 160,909,459 932,000 94 154,322,680 Homestead Local Option-Disabled Person 2,661,798 10,000 1 1,711,243 Homestead Local Option-Disabled Person Over 65 0 0 0 0 Solar & Wind Powered Devices 0 0 0 0 Pollution control 0 0 0 0 Community Housing Development 0 0 0 0 Abatements 131,812,834 0 2 131,812,834 Historic Sites 0 0 0 0 Foreign Trade Zone 0 0 0 0 Misc Personal Property (Vehicles, etc.)2,254,065 1,967,311 9 2,254,065 Surviving Spouse of First Responder KLD 0 0 0 0 Transfer Base Value SS KIA Armed Service Member 0 0 0 0 Transfer Base Value SS of First Responder KLD 0 0 0 0 Property Damaged by Disaster 9,407,645 1,598,289 5 9,161,463 Total Exemptions 195,779,330 588 7/17/2021 10:14:44 PM Page 173 of 521 TOWN OF WESTLAKE Deferrals Market Deferred Counts Appraised Ag Deferrals 97,125,775 96,950,253 81 175,522 Scenic Deferrals 0 0 0 0 Public Access Airports 0 0 0 0 Other Deferrals 0 0 0 0 Total Deferrals 97,125,775 96,950,253 81 175,522 7/17/2021 10:14:44 PM Page 174 of 521 TOWN OF WESTLAKE New Exemptions Market Exempt Counts Appraised Absolute Public 1,994,384 1,994,384 1 1,994,384 Absolute Charitable 0 0 0 0 Absolute Miscellaneous 0 0 0 0 Absolute Religious & Private Schools 0 0 0 0 Indigent Housing 0 0 0 0 Nominal Value 0 0 0 0 Disabled Vet 10-29%0 0 0 0 Disabled Vet 30-49%741,109 7,500 1 741,109 Disabled Vet 50-69%0 0 0 0 Disabled Vet 70-99%0 0 0 0 Disabled Vet 100%0 0 0 0 Surviving Spouse Disabled Vet 100%0 0 0 0 Donated Disabled Vet 0 0 0 0 Surviving Spouse Donated Disabled Vet 0 0 0 0 Surviving Spouse KIA Armed Service Member 0 0 0 0 Transfer Base Value for SS Disable Vet 0 0 0 0 Inventory 0 0 0 0 Homestead State Mandated-General 0 0 0 0 Homestead State Mandated-Over 65 0 0 0 0 Homestead State Mandated-Disabled Person 0 0 0 0 Homestead State Mandated-Disabled Person Over 65 0 0 0 0 Homestead Local Option-General 39,176,317 7,835,262 17 39,176,317 Homestead Local Option-Over 65 12,505,078 50,000 5 10,464,489 Homestead Local Option-Disabled Person 0 0 0 0 Homestead Local Option-Disabled Person Over 65 0 0 0 0 Solar & Wind Powered Devices 0 0 0 0 Pollution control 0 0 0 0 Community Housing Development 0 0 0 0 Abatements 0 0 0 0 Historic Sites 0 0 0 0 Foreign Trade Zone 0 0 0 0 Misc Personal Property (Vehicles, etc.)431,347 431,347 1 431,347 Surviving Spouse of First Responder KLD 0 0 0 0 Transfer Base Value SS KIA Armed Service Member 0 0 0 0 Transfer Base Value SS of First Responder KLD 0 0 0 0 Property Damaged by Disaster 9,407,645 1,598,289 5 9,161,463 Total New Exemptions 11,916,782 30 7/17/2021 10:14:44 PM Page 175 of 521 TOWN OF WESTLAKE New Construction New Value Counts Taxable All Real Estate 76,401,804 63 73,017,084 New business in new improvement 0 0 0 Total New Construction 277,839,517 76,401,804 63 73,017,084 New Construction in Residential 73,364,085 60 69,979,365 New Construction in Commercial 3,037,719 3 3,037,719 Market Appraised Counts Taxable Annexation 0 0 0 0 Deannexation 0 0 0 0 Tax Ceiling Market Taxable Counts Ceiling Amount Over 65 160,909,459 122,871,828 94 157,040.00 Disable Person 2,661,798 1,358,994 1 1,259.00 Disabled Person Over 65 0 0 0 0.00 Total Ceilings 163,571,257 124,230,822 95 158,299.00 New Over 65 Ceilings 21,303,204 0 10 0.00 New Disabled Person Ceilings 0 0 0 0.00 New Disabled Person Over 65 Ceilings 0 0 0 0 Capped Accounts Market Cap Loss Counts Appraised Cap Total 200,480,106 29,453,202 101 171,026,904 New Cap this Year 64,962,122 8,335,800 30 56,626,322 All Exemptions by Group Market Exempt Counts Appraised Residential 849,319,419 166,550,598 418 819,866,217 Commercial 161,328,320 29,228,732 68 161,328,320 Industrial 0 0 0 0 Mineral Lease 0 0 0 0 Agricultural 97,130,500 0 0 180,247 Exemption Total 195,779,330 486 Market Exempt Counts Appraised Prorated Absolute 0 0 0 0 Multi-Prorated Absolute 0 0 1 1,994,384 Current Taxable Counts Appraised Value Loss - 25.25(d)0 0 0 Average Market Average Appraised Counts Average Taxable Averages for Value Single Family 2,111,456 2,060,163 569 1,769,060 7/17/2021 10:14:44 PM Page 176 of 521 Current Use Code Report - Certified Entity: 037 TOWN OF WESTLAKE Page 1 of 2 7/18/2021 7:40:07 PM G r o Category Roll Status # of Accts Market Value Appraised Value Taxable Value Ag Acreage Ag Deferred New Const. Value A -- "Residential SingleFamily"ARB 38 $85,482,404 $84,510,201 $70,788,980 0.0000 $0 $2,368,250 A -- "Residential SingleFamily"Certified 569 $1,201,418,991 $1,172,232,873 $1,006,595,310 0.0000 $0 $73,364,085 A -- "Residential SingleFamily" Totals:607 $1,286,901,395 $1,256,743,074 $1,077,384,290 0.0000 $0 $75,732,335 C1 -- "Vacant Land Residential"ARB 7 $3,263,153 $3,263,153 $3,263,153 0.0000 $0 $0 C1 -- "Vacant Land Residential"Certified 236 $49,189,792 $49,189,792 $49,150,450 0.0000 $0 $0 C1 -- "Vacant Land Residential"Incomplete 1 $312,542 $312,542 $312,542 0.0000 $0 $0 C1 -- "Vacant Land Residential" Totals:244 $52,765,487 $52,765,487 $52,726,145 0.0000 $0 $0 C1C -- "Vacant Land Commercial"ARB 10 $1,828,501 $1,828,501 $1,828,501 0.0000 $0 $0 C1C -- "Vacant Land Commercial"Certified 63 $15,330,303 $15,330,303 $15,330,303 0.0000 $0 $0 C1C -- "Vacant Land Commercial" Totals:73 $17,158,804 $17,158,804 $17,158,804 0.0000 $0 $0 C2C -- "CommercialLandWithImprovementValue"Certified 3 $1,446,833 $1,446,833 $1,446,833 0.0000 $0 $0 C2C -- "CommercialLandWithImprovementValue" Totals:3 $1,446,833 $1,446,833 $1,446,833 0.0000 $0 $0 D1 -- "Qualified Open Space Land"ARB 1 $200,376 $929 $929 9.2000 $199,447 $0 D1 -- "Qualified Open Space Land"Certified 81 $97,130,500 $180,247 $180,247 1,726.7085 $96,950,253 $0 D1 -- "Qualified Open Space Land" Totals:82 $97,330,876 $181,176 $181,176 1,735.9085 $97,149,700 $0 E -- "Rural Land (No Ag) and Improvements Residential"ARB 1 $520,000 $520,000 $520,000 0.0000 $0 $0 E -- "Rural Land (No Ag) and Improvements Residential"Certified 7 $6,257,281 $5,990,197 $5,439,382 0.0000 $0 $0 E -- "Rural Land (No Ag) and Improvements Residential"Incomplete 1 $5,762,030 $4,452,274 $3,551,819 0.0000 $0 $0 E -- "Rural Land (No Ag) and Improvements Residential" Totals:9 $12,539,311 $10,962,471 $9,511,201 0.0000 $0 $0 F1 -- "Commercial"ARB 2 $6,022,663 $6,022,663 $6,022,663 0.0000 $0 $288,337 F1 -- "Commercial"Certified 27 $420,093,150 $420,093,150 $420,093,150 0.0000 $0 $3,037,719 F1 -- "Commercial" Totals:29 $426,115,813 $426,115,813 $426,115,813 0.0000 $0 $3,326,056 J3C -- "VarX Utility Electric Companies"Certified 3 $1,065,020 $1,065,020 $1,065,020 0.0000 $0 $0 J3C -- "VarX Utility Electric Companies" Totals:3 $1,065,020 $1,065,020 $1,065,020 0.0000 $0 $0 J4C -- "VarX Utility Telephone Companies"ARB 2 $7,100,965 $7,100,965 $7,100,965 0.0000 $0 $0 J4C -- "VarX Utility Telephone Companies"Certified 4 $621,490 $621,490 $621,490 0.0000 $0 $0 This report contains All Excluding Absolutes Process Code: 220 Table Group Name: July Roll Current Use Code Report - Certified Entity: 037 TOWN OF WESTLAKE Page 2 of 2 7/18/2021 7:40:07 PM G r o Category Roll Status # of Accts Market Value Appraised Value Taxable Value Ag Acreage Ag Deferred New Const. Value J4C -- "VarX Utility Telephone Companies"Incomplete 14 $69,725,306 $69,725,306 $69,725,306 0.0000 $0 $0 J4C -- "VarX Utility Telephone Companies" Totals:20 $77,447,761 $77,447,761 $77,447,761 0.0000 $0 $0 J7C -- "VarX Utility Cable Companies"Incomplete 1 $52,431 $52,431 $52,431 0.0000 $0 $0 J7C -- "VarX Utility Cable Companies" Totals:1 $52,431 $52,431 $52,431 0.0000 $0 $0 L1 -- "Personal Property Tangible Commercial"ARB 3 $623,129 $623,129 $623,129 0.0000 $0 $0 L1 -- "Personal Property Tangible Commercial"Certified 40 $70,264,775 $70,264,775 $70,264,284 0.0000 $0 $0 L1 -- "Personal Property Tangible Commercial"Incomplete 14 $1,764,677 $1,764,677 $1,701,326 0.0000 $0 $0 L1 -- "Personal Property Tangible Commercial"InProcess 7 $0 $0 $0 0.0000 $0 $0 L1 -- "Personal Property Tangible Commercial" Totals:64 $72,652,581 $72,652,581 $72,588,739 0.0000 $0 $0 L1C -- "VarX Commercial"Certified 54 $7,379,005 $7,379,005 $5,411,694 0.0000 $0 $0 L1C -- "VarX Commercial"Incomplete 51 $4,733,202 $4,733,202 $582,035 0.0000 $0 $0 L1C -- "VarX Commercial"InProcess 4 $0 $0 $0 0.0000 $0 $0 L1C -- "VarX Commercial" Totals:109 $12,112,207 $12,112,207 $5,993,729 0.0000 $0 $0 L2 -- "Personal Property Tangible Industrial"Certified 1 $1,361,180 $1,361,180 $1,361,180 0.0000 $0 $0 L2 -- "Personal Property Tangible Industrial" Totals:1 $1,361,180 $1,361,180 $1,361,180 0.0000 $0 $0 O -- "Residential Inventory"Certified 157 $49,821,009 $49,821,009 $49,821,009 0.0000 $0 $0 O -- "Residential Inventory" Totals:157 $49,821,009 $49,821,009 $49,821,009 0.0000 $0 $0 ARB Totals:64 $105,041,191 $103,869,541 $90,148,320 9.2000 $199,447 $2,656,587 Certified Totals:1,245 $1,921,379,329 $1,794,975,874 $1,626,780,352 1,726.7085 $96,950,253 $76,401,804 Incomplete Totals:82 $82,350,188 $81,040,432 $75,925,459 0.0000 $0 $0 In Process Totals:11 $0 $0 $0 0.0000 $0 $0 Report Totals:1,402 $2,108,770,708 $1,979,885,847 $1,792,854,131 1,735.9085 $97,149,700 $79,058,391 This report contains All Excluding Absolutes Process Code: 220 Table Group Name: July Roll Entity Exemptions Report 2021 JULY ROLL 037 TOWN OF WESTLAKE Page 1 of 3 7/19/2021 9:11:36 AM Exemption Type Certified Loss Count ARB Loss Count Incomplete Loss Count Total Loss Count Abatements $0 2 $0 0 $0 0 $0 2 Absolute Charitable $0 0 $0 0 $0 0 $0 0 Absolute Miscellaneous $0 0 $0 0 $0 0 $0 0 Absolute Public $27,583,808 61 $0 0 $0 0 $27,583,808 61 Absolute Religious & Private Schools $0 0 $0 0 $0 0 $0 0 Community Housing Development $0 0 $0 0 $0 0 $0 0 Disabled Vet 100%$710,000 1 $0 0 $0 0 $710,000 1 Disabled Vet 10-29%$0 0 $0 0 $0 0 $0 0 Disabled Vet 30-49%$7,500 1 $0 0 $0 0 $7,500 1 Disabled Vet 50-69%$10,000 1 $10,000 1 $0 0 $20,000 2 Disabled Vet 70-99%$12,000 1 $0 0 $0 0 $12,000 1 Donated Disabled Vet $0 0 $0 0 $0 0 $0 0 Foreign Trade Zone $0 0 $0 0 $0 0 $0 0 Historic Sites $0 0 $0 0 $0 0 $0 0 Homestead Local Option-Disabled Person $10,000 1 $0 0 $0 0 $10,000 1 Homestead Local Option-Disabled Person Over 65 $0 0 $0 0 $0 0 $0 0 Homestead Local Option-General $162,947,931 411 $13,643,221 31 $890,455 1 $177,481,607 443 Homestead Local Option-Over 65 $932,000 94 $68,000 7 $10,000 1 $1,010,000 102 Homestead State Mandated-Disabled Person $0 0 $0 0 $0 0 $0 0 Homestead State Mandated-Disabled Person Over 65 $0 0 $0 0 $0 0 $0 0 Homestead State Mandated-General $0 0 $0 0 $0 0 $0 0 Homestead State Mandated-Over 65 $0 0 $0 0 $0 0 $0 0 Indigent Housing $0 0 $0 0 $0 0 $0 0 Inventory $0 0 $0 0 $0 0 $0 0 Misc Personal Property (Vehicles, etc.)$1,967,311 9 $0 0 $4,151,167 17 $6,118,478 26 Nominal Value $491 1 $0 0 $400 1 $891 2 Pollution control $0 0 $0 0 $62,951 1 $62,951 1 Property Damaged by Disaster $1,598,289 5 $0 0 $0 0 $1,598,289 5 Solar & Wind Powered Devices $0 0 $0 0 $0 0 $0 0 Surviving Spouse Disabled Vet 100%$0 0 $0 0 $0 0 $0 0 Surviving Spouse Donated Disabled Vet $0 0 $0 0 $0 0 $0 0 Entity Exemptions Report 2021 JULY ROLL 037 TOWN OF WESTLAKE Page 2 of 3 7/19/2021 9:11:36 AM Exemption Type Certified Loss Count ARB Loss Count Incomplete Loss Count Total Loss Count Surviving Spouse KIA Armed Service Member $0 0 $0 0 $0 0 $0 0 Surviving Spouse of First Responder KLD $0 0 $0 0 $0 0 $0 0 Transfer Base Value for SS Disable Vet $0 0 $0 0 $0 0 $0 0 Transfer Base Value SS KIA Armed Service Member $0 0 $0 0 $0 0 $0 0 Transfer Base Value SS of First Responder KLD $0 0 $0 0 $0 0 $0 0 Subtotals ==>$195,779,330 588 $13,721,221 39 $5,114,973 21 $214,615,524 648 Entity Exemptions Report 2021 JULY ROLL 037 TOWN OF WESTLAKE Page 3 of 3 7/19/2021 9:11:36 AM Total Appraised *$2,007,469,655 Absolute Exempt $27,583,808 Cases Before ARB $103,869,541 Incompletes $81,040,432 Partial Exemptions $168,195,522 Calculated Net Taxable Value $1,626,780,352 Total # of Accounts *1,463 * Only includes totals from Agricultural Properties, Mineral Lease Properties, Personal Property Commercial, Personal Property Industrial, Real Estate Commercial, Real Estate Industrial, and Real Estate Residential. Entity Totals Exemption Type Certified Loss Count ARB Loss Count Incomplete Loss Count Total Loss Count Prorated Absolute (included in above Absolute categories)$0 0 $0 0 $0 0 $0 0 Deferral Type Certified Loss Count ARB Loss Count Incomplete Loss Count Total Loss Count Ag Deferrals $96,950,253 81 $199,447 1 $0 0 $97,149,700 82 Scenic Deferrals $0 0 $0 0 $0 0 $0 0 Subtotals ==>$96,950,253 81 $199,447 1 $0 0 $97,149,700 82 In Process $0 Entities Residential Graph Report 7/18/2021 7:16:38 PMTOWN OF WESTLAKE 2021 Total Parcel Counts:569 Average Market:2,111,456 Average NTV:1,769,060 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF ARB Approved TotalsProperty Count: 52 1:45:43PM7/24/2021 Land Value Homesite:108,900 Non Homesite:17,324,594 Ag Market:35,614,175 Timber Market:53,047,669Total Land (+)0 Improvement Value Homesite:54,421 Non Homesite:447,276,944 Total Improvements (+)447,331,365 Non Real ValueCount Personal Property:14 23,870,639 Mineral Property:00 Autos:00Total Non Real (+)23,870,639 Market Value =524,249,673 ExemptAg Non Exempt 35,614,175 0 Total Productivity Market: Ag Use:25,025 0 35,589,150 (-)Productivity Loss Timber Use:00 =Appraised Value 488,660,523 Productivity Loss:035,589,150 0(-)Homestead Cap =Assessed Value 488,660,523 (-)Total Exemptions Amount (Breakdown on Next Page) 451,352,740 =Net Taxable 37,307,783 APPROXIMATE TOTAL LEVY = NET TAXABLE * (TAX RATE / 100) 62,632.31 = 37,307,783 * (0.167880 / 100) 524,249,673Certified Estimate of Market Value: 37,307,783Certified Estimate of Taxable Value: Tax Increment Finance Value:0 Tax Increment Finance Levy:0.00 Page 523 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF Exemption Breakdown StateLocalExemption Count Total 7/24/2021 1:45:43PMProperty Count: 52 ARB Approved Totals AB 5 448,676,741 0 448,676,741 EX-XV 16 0 2,675,923 2,675,923 EX366 1 0 76 76 Totals 448,676,741 2,675,999 451,352,740 Page 524 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF Under ARB Review TotalsProperty Count: 3 1:45:43PM7/24/2021 Land Value Homesite:0 Non Homesite:0 Ag Market:347,531 Timber Market:347,531Total Land (+)0 Improvement Value Homesite:0 Non Homesite:0 Total Improvements (+)0 Non Real ValueCount Personal Property:1 15,911 Mineral Property:00 Autos:00Total Non Real (+)15,911 Market Value =363,442 ExemptAg Non Exempt 347,531 0 Total Productivity Market: Ag Use:334 0 347,197 (-)Productivity Loss Timber Use:00 =Appraised Value 16,245 Productivity Loss:0347,197 0(-)Homestead Cap =Assessed Value 16,245 (-)Total Exemptions Amount (Breakdown on Next Page) 0 =Net Taxable 16,245 APPROXIMATE TOTAL LEVY = NET TAXABLE * (TAX RATE / 100) 27.27 = 16,245 * (0.167880 / 100) 128,576Certified Estimate of Market Value: 16,245Certified Estimate of Taxable Value: Tax Increment Finance Value:0 Tax Increment Finance Levy:0.00 Page 525 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF Exemption Breakdown StateLocalExemption Count Total 7/24/2021 1:45:43PM Totals Page 526 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF Grand TotalsProperty Count: 55 1:45:43PM7/24/2021 Land Value Homesite:108,900 Non Homesite:17,324,594 Ag Market:35,961,706 Timber Market:53,395,200Total Land (+)0 Improvement Value Homesite:54,421 Non Homesite:447,276,944 Total Improvements (+)447,331,365 Non Real ValueCount Personal Property:15 23,886,550 Mineral Property:00 Autos:00Total Non Real (+)23,886,550 Market Value =524,613,115 ExemptAg Non Exempt 35,961,706 0 Total Productivity Market: Ag Use:25,359 0 35,936,347 (-)Productivity Loss Timber Use:00 =Appraised Value 488,676,768 Productivity Loss:035,936,347 0(-)Homestead Cap =Assessed Value 488,676,768 (-)Total Exemptions Amount (Breakdown on Next Page) 451,352,740 =Net Taxable 37,324,028 APPROXIMATE TOTAL LEVY = NET TAXABLE * (TAX RATE / 100) 62,659.58 = 37,324,028 * (0.167880 / 100) 524,378,249Certified Estimate of Market Value: 37,324,028Certified Estimate of Taxable Value: Tax Increment Finance Value:0 Tax Increment Finance Levy:0.00 Page 527 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF Exemption Breakdown StateLocalExemption Count Total 7/24/2021 1:45:43PMProperty Count: 55 Grand Totals AB 5 448,676,741 0 448,676,741 EX-XV 16 0 2,675,923 2,675,923 EX366 1 0 76 76 Totals 448,676,741 2,675,999 451,352,740 Page 528 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF ARB Approved TotalsProperty Count: 52 7/24/2021 1:45:43PM State Category Breakdown State Code Description Count Market ValueAcres New Value Taxable Value C1 VACANT LOTS AND LAND TRACTS 1 $0 $117,743 $58,8711.8020 D1 QUALIFIED AG LAND 20 $0 $35,614,175 $23,704327.9608 D2 NON-QUALIFIED LAND 2 $0 $23,097 $23,097 E FARM OR RANCH IMPROVEMENT 3 $0 $2,316,767 $1,313,43818.2370 F1 COMMERCIAL REAL PROPERTY 3 $348,099,690 $459,631,329 $31,878,53352.8600 J3 ELECTRIC COMPANY (INCLUDING C 2 $0 $1,002,980 $1,002,980 J4 TELEPHONE COMPANY (INCLUDI 4 $0 $573,220 $573,220 J7 CABLE TELEVISION COMPANY 4 $0 $198,720 $198,720 L1 COMMERCIAL PERSONAL PROPE 3 $21,655,584 $22,095,643 $2,235,220 X TOTALLY EXEMPT PROPERTY 17 $0 $2,675,999 $0150.8894 Totals 551.7492 $369,755,274 $524,249,673 $37,307,783 Page 529 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF Under ARB Review TotalsProperty Count: 3 7/24/2021 1:45:43PM State Category Breakdown State Code Description Count Market ValueAcres New Value Taxable Value D1 QUALIFIED AG LAND 2 $0 $347,531 $3345.3884 L1 COMMERCIAL PERSONAL PROPE 1 $0 $15,911 $15,911 Totals 5.3884 $0 $363,442 $16,245 Page 530 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF Grand TotalsProperty Count: 55 7/24/2021 1:45:43PM State Category Breakdown State Code Description Count Market ValueAcres New Value Taxable Value C1 VACANT LOTS AND LAND TRACTS 1 $0 $117,743 $58,8711.8020 D1 QUALIFIED AG LAND 22 $0 $35,961,706 $24,038333.3492 D2 NON-QUALIFIED LAND 2 $0 $23,097 $23,097 E FARM OR RANCH IMPROVEMENT 3 $0 $2,316,767 $1,313,43818.2370 F1 COMMERCIAL REAL PROPERTY 3 $348,099,690 $459,631,329 $31,878,53352.8600 J3 ELECTRIC COMPANY (INCLUDING C 2 $0 $1,002,980 $1,002,980 J4 TELEPHONE COMPANY (INCLUDI 4 $0 $573,220 $573,220 J7 CABLE TELEVISION COMPANY 4 $0 $198,720 $198,720 L1 COMMERCIAL PERSONAL PROPE 4 $21,655,584 $22,111,554 $2,251,131 X TOTALLY EXEMPT PROPERTY 17 $0 $2,675,999 $0150.8894 Totals 557.1376 $369,755,274 $524,613,115 $37,324,028 Page 531 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF ARB Approved Totals 1:45:43PM7/24/2021Property Count: 52 CAD State Category Breakdown State Code Description Count Acres New Value Market Value Taxable Value C2 COMMERCIAL VACANT LOT 1 $0 $117,743 $58,8711.8020 D1 QUALIFIED AG LAND 20 $0 $35,614,175 $23,704327.9608 D2 FARM AND RANCH IMPSS ON QUALI 2 $0 $23,097 $23,097 E1 LAND AND IMPROVMENTS (NON AG Q 2 $0 $310,110 $310,1108.0000 E4 VACANT NON QUALIFIED NON HOME 1 $0 $2,006,657 $1,003,32810.2370 F1 REAL COMMERCIAL 3 $348,099,690 $459,631,329 $31,878,53352.8600 J3 REAL & TANGIBLE PERSONAL, UTIL 2 $0 $1,002,980 $1,002,980 J4 REAL & TANGIBLE PERSONAL, UTIL 4 $0 $573,220 $573,220 J7 REAL & TANGIBLE PERSONAL, UTIL 4 $0 $198,720 $198,720 L1 BPP TANGIBLE COMERCIAL PROPER 1 $21,655,584 $22,068,137 $2,207,714 L3 BPP TANGIBLE COMMERCIAL LEASE 2 $0 $27,506 $27,506 X17$0 $2,675,999 $0150.8894 Totals 551.7492 $369,755,274 $524,249,673 $37,307,783 Page 532 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF Under ARB Review Totals 1:45:43PM7/24/2021Property Count: 3 CAD State Category Breakdown State Code Description Count Acres New Value Market Value Taxable Value D1 QUALIFIED AG LAND 2 $0 $347,531 $3345.3884 L3 BPP TANGIBLE COMMERCIAL LEASE 1 $0 $15,911 $15,911 Totals 5.3884 $0 $363,442 $16,245 Page 533 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF Grand Totals 1:45:43PM7/24/2021Property Count: 55 CAD State Category Breakdown State Code Description Count Acres New Value Market Value Taxable Value C2 COMMERCIAL VACANT LOT 1 $0 $117,743 $58,8711.8020 D1 QUALIFIED AG LAND 22 $0 $35,961,706 $24,038333.3492 D2 FARM AND RANCH IMPSS ON QUALI 2 $0 $23,097 $23,097 E1 LAND AND IMPROVMENTS (NON AG Q 2 $0 $310,110 $310,1108.0000 E4 VACANT NON QUALIFIED NON HOME 1 $0 $2,006,657 $1,003,32810.2370 F1 REAL COMMERCIAL 3 $348,099,690 $459,631,329 $31,878,53352.8600 J3 REAL & TANGIBLE PERSONAL, UTIL 2 $0 $1,002,980 $1,002,980 J4 REAL & TANGIBLE PERSONAL, UTIL 4 $0 $573,220 $573,220 J7 REAL & TANGIBLE PERSONAL, UTIL 4 $0 $198,720 $198,720 L1 BPP TANGIBLE COMERCIAL PROPER 1 $21,655,584 $22,068,137 $2,207,714 L3 BPP TANGIBLE COMMERCIAL LEASE 3 $0 $43,417 $43,417 X17$0 $2,675,999 $0150.8894 Totals 557.1376 $369,755,274 $524,613,115 $37,324,028 Page 534 of 2428C44/652999 DENTON County As of Certification2021 CERTIFIED TOTALS C44 - WESTLAKE TOWN OF Property Count: 55 7/24/2021 1:45:43PM Effective Rate Assumption New Value TOTAL NEW VALUE MARKET:$369,755,274 TOTAL NEW VALUE TAXABLE:$30,647,043 New Exemptions Exemption Description Count ABSOLUTE EXEMPTIONS VALUE LOSS Exemption Description Count Exemption Amount PARTIAL EXEMPTIONS VALUE LOSS NEW EXEMPTIONS VALUE LOSS $0 Increased Exemptions Increased Exemption AmountCountDescriptionExemption INCREASED EXEMPTIONS VALUE LOSS TOTAL EXEMPTIONS VALUE LOSS $0 New Ag / Timber Exemptions New Annexations New Deannexations Average Homestead Value Count of HS Residences Average TaxableAverage HS ExemptionAverage Market Lower Value Used Count of Protested Properties Total Market Value Total Value Used 3 $363,442.00 $16,245 Page 535 of 2428C44/652999 TARRANT COUNTY TAX OFFICE Wendy Burgess 100 E Weatherford St, Room 105 Tax Assessor-Collector Fort Worth, Texas 76196-0301 817-884-1100 Taxoffice@tarrantcounty.com July 29, 2021 Ms Ginger Awtry Town of Westlake 3 Village Circle Westlake TX 76262 Re: Certified Estimate of Anticipated Collection Rate for Tax Year 2021 Dear Ms Awtry: Texas Tax Code Sec. 26.04(b)requires your Tax Collector to certify your entity’s anticipated collection rate for the current year. New law now requires the collector to look at the preceding three years to determine that rate. (Sec. 26.04(h-1)) To find the estimated collection rate, the collector must first estimate the taxing unit's total debt collections from July 1 of the current year through June 30 of the next year. This estimate equals the total tax dollars that will be collected for current debt taxes, delinquent taxes, special appraisal rollback taxes (e.g. agriculture, etc.), penalties and interest. The anticipated collection rate of a taxing unit is a rate certified by the collector and can be no lower than the lowest actual collection rate of the taxing unit for any of the preceding three years and may even exceed 100%. The collector compares this amount to what the taxing unit plans to levy for paying debt service in the current fiscal year. Dividing the estimated collections by the required debt payments gives the estimated collection rate. For example, the collector projects the taxing unit will take in $950,000 in debt revenues before July 1 of next year. The taxing unit's budget calls for it to levy $1 million in debt service taxes for the current year. The anticipated collection rate is $950,000 divided by $1 million, or 95 percent. Using an anticipated collection rate of less than 100 percent in the calculations creates a higher debt levy than necessary to service the debt. Delinquent taxes from prior years may generate more than a 100 percent rate If the actual collection rate for 2020 exceeded the anticipated rate for that year, the collector must also certify the amount of debt taxes collected in excess of the anticipated rate. When calculating the debt rate for 2021, the rate must be adjusted to compensate for any excess debt collections in 2020. Your taxing unit’s actual collection rates for the preceding three years are: 2020 __99.29 2019 __100.83___ 2018 __99.67__ Based on the data above, the estimated anticipated collection rate for your entity for tax year 2021 is 100% Your excess debt collection for the 2020 tax year is $57,445. If I may be of further assistance to you, please call me at (817) 884-1123 or email arice@tarrantcounty.com. Sincerely, Amelia Rice, PCC Director, Property Tax Office of Wendy Burgess, PCC, CTOP, PCAC, CSTA Tarrant County Tax Assessor-Collector Resolution 21-26 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 21-26 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING THE TAX ROLLS FOR TAX YEAR 2021 ON PROPERTY WITHIN THE TOWN; APPROVING THE ESTIMATED TAX COLLECTION RATE; AND DESIGNATING AN OFFICIAL TO CALCULATE THE NO-NEW-REVUNUE TAX RATE AND THE VOTER-APPROVAL RATE. WHEREAS, on July 26, 2021, the Chief Appraisers of Tarrant Appraisal District (TAD) and Denton Central Appraisal District (DCAD) provided to the Town of Westlake the tax rolls for 2021 with a total appraised value of $2,496,146,423 and having a net taxable value of $1,664,104,380, with Tarrant County and Denton County providing the certified values; and, WHEREAS, Texas Tax Code 26.04(c)and 26.17(e) requires an officer or employee designated by the governing body to calculate the no-new-revenue tax rate and the voter-approval tax rate for the taxing unit after submission of the certified appraisal rolls; and, WHEREAS, all legal prerequisites for the adoption of this resolution have been met, including but not limited to the Local Government Code, the Open Meetings Act, and the Texas Tax Code; 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 Tarrant County and Denton County tax roll values for the Town of Westlake, Texas, tax year 2021, reflect and are hereby approved an amount of $2,496,146,423 for the total appraised value. SECTION 3: That the certified taxable value of $ 1,664,104,380 is approved. SECTION 4: That in addition to the value shown in Section 3 above, the Chief Appraisers have prepared a list of all properties pending disposition before the Appraisal Review Boards with a projected minimum value of $116,267,890. SECTION 5: That the estimated 2021 collection rate of 100% as calculated by Tarrant County Tax Assessor-Collector is accepted. Resolution 21-26 Page 2 of 2 SECTION 6: That the Director of Finance is hereby authorized to calculate the no-new- revenue tax rate and the voter-approval tax rate for the Town of Westlake in accordance with Section 26 of the Texas Tax Code. SECTION 7: 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 8: That this Resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 23rd DAY OF AUGUST 2021. ATTEST: _____________________________ Laura L. Wheat, Mayor ____________________________ ______________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Page 1 of 3 TOWN COUNCIL AGENDA ITEM Regular Meeting - Consent Monday, August 23, 2021 TOPIC: Consider a resolution authorizing the Town Manager to execute an agreement with Circle T Ranch Phase III Association to provide a 5-year streetscape maintenance agreement for Schwab Way Phase I and II. STAFF: Troy Meyer, Facilities and Public Works Director 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. Improve Technology, Facilities & Equipment SUMMARY The proposed agreement is the last step for final acceptance of Schwab Way from State Highway 114 to Ottinger Rd. Staff has met with Hillwood team members on site to ensure all punch list items have been completed and fees have been paid for this road improvement project. The Town will own the street and utilities and will be responsible for maintenance after the two-year warranty period. This 5-year agreement with Circle T Ranch Phase III Association will require them to maintain the following items on Schwab Way: • All non-standard wayfinding signs located within the Median Area, as identified herein on Exhibit “C”. • Install streetlights and dimmer system in accordance with the lighting plan approved by the Town on August 31, 2021, a copy of which is attached hereto as Exhibit “B” (Lighting Plan). • Provide to the Town XX streetlights for use in maintenance and repair of streetlights. Following installation, Town will be responsible for maintenance and replacement of such streetlights. • Maintain and operate underground irrigation systems within Median Area Exhibit “C” and any associated additions in accordance with the following guidelines: o Irrigation systems shall not run during wet and rainy weather, nor shall they be in operation during freezing temperatures. o All irrigation systems, including any system additions, shall be installed and Page 2 of 3 maintained by a licensed irrigator. o Maintenance of irrigation systems shall include, without limitation, any and all necessary and ordinary upkeep and repairs to ensure that the entire irrigation system is functioning properly. • Pay for all electrical hookups, electricity, water impact, water tap and meter fees, and water usage. • Mow on at least a 14-day cycle from March through November of each year. • Maintain all plantings and planting material in the Median Area, including, but not limited to, all shrubs and grasses. • Maintain all trees in the median area, the watering is to continue for a minimum of two years or until such time as the trees become established. The Town will perform the following items: • Make inspections to determine compliance with this Agreement. In the event the Town observes non-compliance, Association will be notified and shall be given a period, not to exceed 30 days from the date of notification by the Town, of time to correct the problem. • Maintain and replace streetlights as needed in accordance with the Lighting Plan. • Maintain the public utility infrastructure. The primary term may be renewed by mutual agreement of the parties for successive five (5) year periods under the same conditions and terms of this agreement. Association must advise the Town in writing of its intent to renew this agreement at least thirty (30) calendar days, but no earlier than one-hundred twenty (120) calendar days, prior to the termination date of the primary term or each renewal term, as applicable. COUNCIL ACTION/OPTIONS Council may approve or deny Staff’s recommendation of streetscape maintenance services on Schwab Way. STAFF RECOMMENDATION Staff recommends approval of the Town Manager to execute an agreement with Circle T Ranch Phase III Association to provide 5-year streetscape maintenance agreement for Schwab Way Phase I and II. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: • Funding Source: General Fund Contract: Yes Forms: Forms 1295 & 2270 Page 3 of 3 DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: The proposed Agreement will provide improved aesthetic and safety lighting standards for a Town road that will be utilized by Academy families. Comprehensive Plan: The proposed Agreement will provide developer maintenance of infrastructure identified in the Town’s Comp Plan. Cost Recovery Analysis: N/A Traffic Impact: Traffic and pedestrian conditions would be improved through improved aesthetic and safety lighting of the recently accepted roadway. ATTACHMENTS Resolution Exhibit “A” – Agreement Streetscape Maintenance Agreement 1 of 12 STREETSCAPE MAINTENANCE AGREEMENT This STREETSCAPE MAINTENANCE AGREEMENT (“Agreement”) , effective as of August 23, 2021 (the “Effective Date”), is made by and between the TOWN OF WESTLAKE, a home-rule municipal corporation of the State of Texas (“Town”), acting by and through its duly authorized representative, and CIRCLE T RANCH PHASE III ASSOCIATION, (“Association”), acting by and through its duly authorized representative. SECTION 1 DESCRIPTION OF PROPERTY 1.01 The Town hereby engages the Association, and the Association hereby agrees to provide, furnish and perform the Services, as hereinafter defined and set forth in Section 2 of this Agreement, on the Town-owned right-of-way located on Schwab Way as further identified in Exhibit A, attached hereto and incorporated herein for all purposes (the “Area”). SECTION 2 DUTIES AND RESPONSIBILITIES 2.01 Association shall, at its sole cost and expense, provide the Services (as hereinafter defined) in accordance with this Agreement and all applicable laws. In providing the Services, Association shall take such steps as are appropriate to ensure that the Services are properly coordinated with any related work performed or to be performed by the Town. 2.02 Plans for all Services and planting materials shall be submitted to the Town not less than thirty (30) calendar days prior to the anticipated implementation or start date of any such plans. To the extent that the Association desires to revise any such plans or provide additional plans, then the Association must do so not less than thirty (30) calendar days prior to the anticipated implementation or start date related to any such plans. No Services shall commence until written approval of the plans has been granted by the Town, such approval to be granted or denied within fifteen (15) days of initial request by Association. 2.03 Association represents that it has or will secure, at its own expense, all materials, supplies, machinery, equipment, tools, superintendence, labor, personnel, insurance (if required), and other accessories and services necessary to provide the Services in accordance with the requirements of this Agreement and the Town. The following items shall constitute the services to be provided by the Association and shall be referred to as the “Services”: A. Maintain all non-standard wayfinding signs located within the Median Area, as identified herein on Exhibit “C”. B. Install streetlights and dimmer system in accordance with the lighting plan approved by the Town on August 31, 2021, a copy of which is attached hereto as Exhibit “B” (Lighting Plan). Streetscape Maintenance Agreement Page 2 of 12 C. Provide to the Town streetlights for use in maintenance and repair of streetlights. Following installation, Town will be responsible for maintenance and replacement of such streetlights. D. Maintain and operate underground irrigation systems within Median Area and any associated additions in accordance with the following guidelines: i. Irrigation systems shall not run during wet and rainy weather nor shall they be in operation during freezing temperatures. ii. All irrigation systems, including any system additions, shall be installed and maintained by a licensed irrigator. iii. Maintenance of irrigation systems shall include, without limitation, any and all necessary and ordinary upkeep and repairs to ensure that the entire irrigation system is functioning properly. E. Pay for all electrical hookups, electricity, water impact, water tap and meter fees, and water usage. F. Mow on at least a 14 day cycle from March through November of each year. G. Maintain all plantings and planting material in the Median Area, including, but not limited to, all shrubs and grasses. H. Maintain all trees in the Median Area by providing a minimum amount of water to maintain a consistently moist, but not wet root zone (a soil moisture content between the wilting point and field capacity), typically 7-10 gallons per week for each tree. The watering is to continue for a minimum of two years or until such time as the trees become established. 2.04 The Town will perform the following items: A. Make inspections to determine compliance with this Agreement. In the event the Town observes non-compliance, Association will be notified and shall be given a period, not to exceed 30 days from the date of notification by the Town, of time to correct the problem. B. Maintain and replace streetlights as needed in accordance with the Lighting Plan. 2.05 In the event that any Town-owned property, including, but not limited to, utilities, park improvements, equipment, turf, and the like are damaged or destroyed by the Association during the performance of the Services, Association shall be solely responsible for all repairs or replacements and any costs related thereto. Any damage by Association shall be repaired or replaced by Association to the reasonable satisfaction of the Town within thirty (30) calendar days after the Town sends written notice of such damage or within such time as agreed to otherwise by Streetscape Maintenance Agreement Page 3 of 12 the parties in writing. If the Association fails to remedy the damages in the time set forth above, then the Association agrees to reimburse the Town for any costs incurred by the Town in repairing or replacing such damage, with any such amount to be due and payable to the Town within thirty (30) calendar days after the Town sends a written invoice to the Association detailing such costs. SECTION 3 TERM OF AGREEMENT 3.01 This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with this Agreement, expire on October 31, 2026 (“Primary Term”). The Primary Term may be renewed by mutual agreement of the parties for successive five (5) year periods under the same conditions and terms of this Agreement (“Renewal Term”). Association must advise the Town in writing of its intent to renew this Agreement at least thirty (30) calendar days, but no earlier than one-hundred twenty (120) calendar days, prior to the termination date of the Primary Term or each Renewal Term, as applicable. SECTION 4 ALTERATIONS AND ADDITIONS 4.01 Association shall not make or cause to be made any alterations, additions, or improvements to Town property, other than the Services, without the prior written consent of the Town. Association shall present to the Town any plans and specifications for such alterations, additions, and improvements at the time such approval is sought. Any alterations, additions, or improvements shall be consistent with the Services to be provided in this Agreement. SECTION 5 RIGHT OF ACCESS 5.01 The Town does not relinquish the right to control the management of the Area, or the right to enforce all necessary and proper rules for the management and operation of the same. The Town through its Town Manager, Police and Fire personnel, and other designated representatives, has the right at any time to enter any portion of the Area (without causing or constituting a termination of the use or an interference of the use of the Area by Association) for the purpose of inspecting and maintaining the same and doing any and all activities necessary for the proper conduct and operation of public property; provided, this shall not authorize or empower Town to direct the activities of Association or assume liability for Association’s activities. SECTION 6 INDEMNIFICATION 6.01 ASSOCIATION COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY AND HOLD HARMLESS AND DEFEND THE TOWN, ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL SUITS OR CLAIMS FOR DAMAGES OR INJURIES, INCLUDING DEATH, TO ANY AND ALL PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ANY GROSSLY NEGLIGENT ACT OR GROSSLY NEGLIGENT OMISSION ON Streetscape Maintenance Agreement Page 4 of 12 THE PART OF THE ASSOCIATON, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES OR SUBCONTRACTORS, AND THE ASSOCIATION DOES HEREBY ASSUME ALL LIABILITY AND RESPONSIBILITY FOR INJURIES, CLAIMS OR SUITS FOR THE DAMAGES TO PERSONS OR PROPERTY, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, OCCURRING DURING OR ARISING OUT OF THE PERFORMANCE OF THIS CONTRACT AS A RESULT OF ANY GROSSLY NEGLIGENT ACT OR GROSSLY NEGLIGENT OMISSION ON THE PART OF THE ASSOCIATION, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES OR SUBCONTRACTORS. SUCH INDEMNIFICATION SHALL INCLUDE WORKERS’ COMPENSATION CLAIMS OF OR BY ANYONE WHATSOEVER IN ANY WAY RESULTING FROM OR ARISING OUT OF ASSOCIATION’S WORK, SERVICES AND OPERATIONS IN CONNECTION HEREWITH, INCLUDING OPERATIONS OF SUBCONTRACTORS. 6.02 ASSOCIATION SHALL LIKEWISE INDEMNIFY AND HOLD HARMLESS THE TOWN FOR ANY AND ALL INJURY OR DAMAGE TO TOWN PROPERTY ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL GROSSLY NEGLIGENT ACTS OR GROSSLY NEGLIGENT OMISSIONS OF ASSOCIATION, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES. SECTION 7 INSURANCE 7.01 Association shall not commence work under this Agreement until it has obtained and received approval from the Town of all insurance coverage required hereunder. Association shall be responsible for delivering to Town a certificate or certificates of insurance demonstrating that Association has obtained the coverage required under this Agreement. The minimum insurance required of Association is as follows: COMPREHENSIVE GENERAL LIABILITY INSURANCE: Association shall maintain throughout the Term of this Agreement a commercial general liability insurance policy in an amount of not less than $1,000,000 covering each occurrence with an aggregate limit of not less than $2,000,000. AUTOMOBILE INSURANCE - BODILY INJURY AND PROPERTY DAMAGE: Association shall maintain throughout the Term of this Agreement comprehensive automobile liability coverage in an amount not less than $1,000,000 for each accident. This policy shall cover any automobile used in the provision of Improvements and Services under this Agreement. 7.02 The insurance company with whom Association’s insurance is written shall be represented by an agent or agents having an office located within the Dallas-Fort Worth metropolitan area. Each such agent shall be duly qualified, upon whom service or process may be had, and must have authority and power to act on behalf of the insurance company to negotiate and settle with the Town, or any other claimant, any claims that the Town or any other claimant, or any property Streetscape Maintenance Agreement Page 5 of 12 owner who has been damaged may have against the Association or insurance company. The name of the agent or agents shall be set forth on all certificates of insurance. The Town shall be named as additional insured on all insurance policies obtained by Association pursuant to this Agreement and Association shall provide the Town with certificates of insurance thereof. All policies must provide that they will endeavor to provide at least five (5) days’ notice of any change in or cancellation of the policy by the insurer. Such insurance amounts may be revised upward at the Town’s request, and Association shall revise such amounts within thirty (30) days after receipt of such request. SECTION 8 INDEPENDENT CONTRACTOR 8.01 It is expressly understood and agreed that Association shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant or employee of the Town; that Association shall have exclusive control of the details of the services and work performed hereunder, and all persons performing the same; and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors; that the doctrine of respondeat superior shall not apply as between the Town and Association, its officers, agents, employees, contractors and subcontractors; and that nothing herein shall be construed as creating a partnership or joint enterprise between the Town and Contractor. No person performing any of the work and services described hereunder shall be considered an officer, agent, servant or employee of the Town. SECTION 9 LICENSES AND PERMITS 9.01 Association shall comply with all federal, state, and local laws, rules, and regulations, as well as with all regulations, restrictions, and requirements of the Police, Fire, and Code Compliance Departments now or hereafter in effect which are applicable to its Services. Association shall obtain and keep in effect at its own cost and expense all licenses and permits, and pay all taxes incurred or required in connection with this Agreement and its Services hereunder. SECTION 10 LIENS 10.01 Association agrees not to take any action that would result in the creation of any lien on Town property. In the event that a lien is filed, as a result of any action of Association, Association will take all necessary steps to bond around or remove the lien within ten (10) days of its filing. SECTION 11 TERMINATION AND DEFAULT 11.01 Either party may terminate this Agreement without cause by the giving of 30 (thirty) days’ notice in writing to the other party. Streetscape Maintenance Agreement Page 6 of 12 11.02 Association shall be in default under this Agreement if Association breaches any term or condition of this Agreement and such breach remain uncured after thirty (30) calendar days following receipt of written notice from the Town referencing this Agreement or within a time period otherwise agreed to by the parties in writing. After notice and opportunity to cure as provided in this Agreement, the Town shall have the right, and without further notice, to declare this Agreement immediately terminated and to enter into and take full possession of the Area save and except such personal property and equipment as may be owned by Association. In the event of such termination of this Agreement by the Town, all rights and privileges of Association hereunder shall cease and terminate and Association shall immediately vacate the Area and remove any and all personal property belonging to the Association. SECTION 12 NOTICES 12.01 Any notice required shall be sufficient if deposited in the U.S. Mail, postage prepaid, certified mail, return receipt requested, and addressed to the other party as follows: TOWN: Town of Westlake 1500 Solana Blvd. Bldg. 7, Suite 7200 Westlake, Texas 76262 ASSOCIATION: Circle T Ranch Phase III Association Attn: L. Russell Laughlin 9800 Hillwood Parkway, Suite 300 Fort Worth, Texas 76177 12.02 Mailing of all notices pursuant to this Section shall be deemed sufficient if mailed postage prepaid, certified mail, return receipt requested, and addressed as specified above, unless either party has been notified in writing of any changes to such address(es) or addressee(s). All time periods related to any notice requirements specified in this Agreement shall commence on the date notice is mailed, unless otherwise set forth in this Agreement. SECTION 13 VENUE AND JURISDICTION 13.01 If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas – Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. SECTION 14 ASSIGNMENT 14.01 Association shall have the right to subcontract for the provision of any Services authorized hereunder. The existence of a subcontract shall not relieve Association of any responsibility or liability to the Town under this Agreement. Otherwise, Association may not assign, transfer or convey any of its duties and responsibilities under this Agreement to another party without the advance written approval of the Town and execution by such party of a written agreement with the Streetscape Maintenance Agreement Page 7 of 12 Town under which such party agrees to be bound by the duties and obligations of Association under this Agreement. SECTION 15 FORCE MAJEURE 15.01 If either Party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or Town government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party’s reasonable control (collectively, “Force Majeure Event”), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure Event occurs, the Town may, in its sole discretion, close or postpone the opening of its community centers, parks, or other Town-owned and operated properties and facilities in the interest of public safety and operate them as the Town sees fit. Association hereby waives any and all claims it may have against the Town for damages resulting from any such Force Majeure Event. SECTION 16 NO WAIVER 16.01 The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party’s right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 17 INTERPRETATION 17.01 In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. SECTION 18 CAPTIONS 18.01 Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. SECTION 19 ENTIRETY OF AGREEMENT 19.01 This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Town and Association as to the matters contained herein. Any prior or contemporaneous oral or written Streetscape Maintenance Agreement Page 8 of 12 agreement is hereby declared null and void to the extent it is in conflict with any provision of this Agreement. SECTION 20 ELECTRONIC SIGNATURES AND COUNTERPARTS 20.01 This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. 20.02 This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, “electronic signature” means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. SECTION 21 ENTIRE UNDERSTANDING 21.01 This Agreement, including all exhibits attached hereto, constitutes the final, entire, and complete agreement between Association and the Town and supersedes any prior and contemporaneous negotiations, understandings, representations, and agreements between the parties. Any prior or contemporaneous oral or written agreement that purports to vary from the terms hereof shall be void. This Agreement cannot be modified or amended without the written consent of all the parties hereto and attached and made a part of this Agreement. 21.02 Neither this Agreement nor any provision hereof may be modified except by an instrument in writing, signed by the parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Streetscape Maintenance Agreement Page 9 of 12 EXECUTED to be effective on the Effective Date set forth above. TOWN OF WESTLAKE By:______________________________ CIRCLE T RANCH PHASE III ASSOCIATION a Texas non-profit corporation By:_____________________________ L. Russell Laughlin President Streetscape Maintenance Agreement Page 10 of 12 EXHIBIT “A” RIGHT-OF-WAY AREA Streetscape Maintenance Agreement Page 11 of 12 EXHIBIT “B” LIGHTING PLAN Streetscape Maintenance Agreement Page 12 of 12 EXHIBIT “C” MEDIAN AREA BASIS OF BEARING IS THE TEXAS COORDINATE SYSTEM NORTH CENTRAL ZONE 4202, NA083 IRS • IRON ROD SET IRF • IRON ROD FOUND -----. __ ---·-----------1 I I ' ---. ----�qc, e��.6 /;/,-c?.P---------..?.z� r--........ I --.... --.... 0 200 400 p-..-.;.-..-21 I GRAPHIC SCALE IN FEET I ' ,, Point of Beginning -,I 'S750 "INTEGRAL PARTS OF THIS DOCUMENT" 1.DESCRIPTION • 1 Page2.EXHIBIT • 1 Page I �I ...J: �I a::' v-,x::,· 1·Westlake RetailAssociates, LTD. □ · Inst.• 98-R0/18649i i R.P.R.D.C. T. I I CS Kinross Lake Parkway LLC <tract 21 Inst.• 20/6-64/07 R.P.R.0.C. T. .,,,... L---- : · IRS l--. lJ7_ffJ,'J5,,[ r--------1, IRS 4 IRS 5/8' IRF . - · - S 7:,50' 49' E IRF 40J7' S17 ° 10'09"W51.58' I N17 ° 25'21"E . ---------------·-·-·;.._·-·---·------·-8.7 5' / ! I [j, • 29 °11'26" R 517.88' L • 263.84' LC· S42 ° 10'23"W261.00' HW 2421 Land L.P. <Parcel I) Inst. u 2009-55583 R.P.R.D.C.T. TBPLS Firm Re j CS Kinross Lake / Parkway LLC <tract /J I Inst.• 2016-64107 R.P.R.D.C. T. Exhibit "A" Right-of-Way Dedication SCHWAB WAY SITUATED IN THE JESSE SUTTON SURVEY. ABSTRACT NUMBER 1154, TOWN OF WESTLAKE, DENTON COUNTY, TEXAS. Copyri ht c 2019 Peloton Lond Solutions, Inc. .... N 0 'o 0 00 .... N.... � 0 � c( � C ·c ..,.: u 's w ::x: � u ai i C EXHIBIT "A" BASIS OF BEARiNG IS THE TEXAS COORDINATE SY.STEt.4 NA083, NORTH . CENTRAL ZONE . 4202 . CURVE TABLE NO. DELTA RADIUS I LENGTH c, (}1'12.4'13'' 1315 .. 0:0' 32021' SEARING DlSTAN-CE N 89a 17'43'! E J2.21' © gl~ :,:2'o ;;t <"'·2 U.. ·:ii: CL u ___ w_ I:;; .;e C). r-!, f ~ ...... -.-C2 .28° 2·8' 2911 400.97' 199~21· N 29°: ro· 36" E 197.23' 0 300 600 ~--- ~ Stctt'4 -.·· .. ~ w ---~ I ~---:18· 170 : _____________________________ , ellzgh™ GRAPHIC SCALE tN FEET f". N • iC( ~ 0 ::: , ,-. . ,• __ -jtvv -Cl'i ..-. ..--_. --. ----. ~. ----. . ·lly l ]4. "INJEGRAJ-P-ARTS Of THIS D.OCUMENT" t DESC_~Jf1TION . -2 pages 2. EXHIBIT • 1 p.o.9e --re.-a.\0 ------I ---et(l --· i--, , . J" _,,..· .·· . . ._ · --....: . ......., Pmntof _,,.... _ ~fi CS Kmr-oss La. k .e-·Pork._w_ oy,, LLC-+---.____ ·..,___ _ _ · ./ 0({. -<tnu;t 2> i --_ ..,___ -1 L>-•· ·. · Beginning r~ Gj · Inst-• 2016-6410.7 I · . _ JRF)._ ·_ ◊V_J , • .. , ... , ., • 2 .... •.. -, 0'\>-: R.P.R.D .C.L I LIRF 111s'·----j ------- \ c,'(\'1--'f._<:i • ":P"J WESTLAKE RETAIL ASSOCIATES, LTD. ~! A • 42" 37•i,4u ,~1 f <?-VJ'\. INST.• 98.,R01t8649 f R -412 .. 3a', _ry f §y 'r-~ R~P.R.D.C.J. ~1 L = 306~83 I <.J . ·:tJ "' ~: LC-N68° 40'52''E IRF O ;; ll 2 99 .. BQ' _ 1:>'>'d ~-HW 2421 Land LP: iRsC\Rs N.89° 59'49''£ 1513_,6,4' 1Rs \~co <Parcel V NOOn -s8:'15"W . . Inst .• 2009.,55583 · . ·4.;388• Acr.e,s: R p R: -·o C T 1:00"00' . -..... . _. -· -·1f<S_/.--I -· _,--· TBPLS Firm Re A "' 01° 26'22'' R = 12-15 .. 00 1 L = 30.52• LC .. SS:9·0 1€Y38'"W 30.52' No. 10177700 S89° '59'49"W 1513~64' I I fR'f' ./ .l:l " 33 ° 59'06'' R .. 512.38'' L "' 3:03.92' LG= S7 3° 00!16"W ~0'\ 0Jv<f- I CS Kinross Lake Parkway, LLC (troc t 1) 299.48' rJ(J /,.f/:/'J ·y~ o~-, \l:v..,, Cj\J \\~/>,,. Inst.• 2016-64107 R.-P.R.D.C. T. Exhibit tlA" Right-of~Way Dedication SCHWAB WAY NO. u L2 L3 SITUATED fN THE JESSE SUTTON SURVEY, ABSTRACT NUMBER 1154 AND THE RICHARD EADS SURVEY, ABSTRACT NUMBER 393, TOWN OF WESTLAKE, DENTON COUNTY, TEXAS. I I I ' LINE TABLE BEARING N 13° 26; 2 .9"t ,rJ\ • ~fff J • DlSTANC:E 9.1.19' N 1 1° 1 0 1 0-9 I! E 32.91' S 7 5 ° 2 3' 3 5 ''E 9.46' CopyrLght lC) 2019 Pelolo.n Umd Solutions, Inc. ·"' ·(I) C> -0 ·c: IXl ,-: ::,.: IXl O , ~t:::: ill _ i i ~ ,r/) .a> 1ZJ a, ffi ~ > co z :: ~ 0 -~- -0 a) ~ -~ I a, 'O ;it.,.; co ~ Q I ., 0 "' z.,, 'll!-~ 0 % 0'?-:: 0 ~_:gJ.l -w..:. / I-I"-!:::;; ~ ::, ~'iii.£ ..a :,:if~-0 < ~ 0 -~~ ~ I fl> ~:ie,; _. Q ~--~-I W :z g~IJ ~ B::t-; I n ..a~~-..._ :i::c:: ~ gi -·····---i-1-::::::·:.·= ~ ·····-·-u.. ........... ,__ EXHIBIT "A" ./ / BASIS OF BEARING IS THE TEXAS COORDINATE SYSTEM NAOB3 , NORTH CENTRAL ZON E 4202 . WESTLAKE RETAIL ASSOCIATES, LTD . 0 200 ~--?1 -~-- GRAPHIC SCALE 400 I IN FEET INST." 98-0118649 R.P.R.D.C. T. "'INTEGR AL PAR·TS OF TH IS DOCUMENT " 1. DESCRIPTION ~ • 55• 25'03" R • 1315,00' 2 . EXHIBIT '"' L • 1271.89' i~ ' Q) LC· N60° 53'05"E 1222.89' i~ ,x / '~ / 1i / i { ~ lll '(1 ~ %I I ~ ~ 3: • I , ' • I f I I I "l;:l .c .: I r C:S .2' .1_j I . C 1-jfi I / i::t::: .c_l, I I I t :2j1'/ / .. . -::, )( 0 -~ <I: / CS)3:,,f ,5 25 I;: ) 15' W.ater Line E"asemen"I t .9 ' I ln sl.' 2018-5917, 0 I..'. ,._f R,P .R.O .C.T. , 6 • 55° 22'54" R • 1215.00' L • 1174.41' LC· S60° 52 '0l"W 1129.22' CS Kinross Loke Porkwoy, LLC (troct I) lnst.u 2016-64107 R.P.R.D.C. T. o .• ~-" I ;~~~---L INE TABLE : ·::;,... ~ "',N78" 10'34'.'E -·-·-----1 --~<: .. ',!~-87 Utilily Ea sement • ·: .-.:.: -~1 , lnsL• 0218014506 · -: -.:.; .1 -.. C.R.T.C .T. ··-:~." ', I 1-:~~'.> ,/ rd Point of Beginning Margaret B. Lee : Pt< N~:-,Rs '-• In st. u D20830806 7 I w,7H,NER ·..: .• --'!.._33"10'34 E C.R. T.C.T. ·-:.~:-_2.z_.29', . f · · ~-.'-... ', Utility Ease me nt Pomto_ fo ·-:.~> ', Vol.4247 ,Pg.2908 Commenemg i, •. ~'>-:'"-5,R. T.c .r . 0 0 · o .... ·-:<.' .... X 06,: <?f · .... ' .... ~ '-7. ·-:----.' ', ,,,,. (9.,., . -:< ' .... ' o, .... <e'~..f,-. : ..... ' 'I '·"-', '-Margaret B. Lee ,-./ a ·._· ... ,, ', In st " 020830806 7 90}' l?'q · :-':-<,. ', "-. ·o ·. "-' , C.R. T.C. T. 1'\,. . ,, OJ,) L 1 N56° 49'26"W 119.00' a, IR S 0 N soo· 58'15"E 100.00' c:i ~ <O .. w 0 IRf ~---lfi1R~s~,~----·-~ ----·'-NB9"16'J/J'E -- --30.52.' ~ ~ _o;::: z .., ~i 0 ~ ~~; "'"' "' -~t: e I-I-::,~ -~ ~~ ~ 0 0 ~~~ ....J VI ~ie; 0 Q.tn I w % 8~~ a.. ~ ~:id :cli! fjl ......... ~-1~ ~ i!i:~;i: = ~ ~ ._T:.:;B::,P.:;,L.;;;.S..:F..;ir.:.;m~R.;.:e~N~o~ . ..;10:;;,;1;,;.7.;.7,;.;70;;,;D:..., ___________________________________ .,;c.;,o~p '-r""ig:..h.;.;l ..,c _2_0_19---P_eI_o_to_n_L_o_n_d _S_o_Iu_ti o_n_s.;.., _In _c.__. ______ 6 EXHIBIT "A" 15+0016+0017+0018+0019+0020+0021+0022+0023+00MATCHLINE AMATCHLINE AP2 R-45R-46R-47R-49R-50R-51R-52R-53R-54R-55R-59R-60R-61R-62R-63R-64(EMPTY)R-65(EMPTY)EX. 2" EMPTY CONDUITEX. 2" EMPTY CONDUITEX. 3" EMPTY CONDUITEX. 2" EMPTY CONDUITEX. 2" EMPTY CONDUITEX. GROUND BOXCAP CONDUIT FOR FUTURE USE CAP CONDUIT FOR FUTURE USE STA 22+55, 46 RTSTA 22+15, 46 LTSTA 21+ 36, 46 LTSTA 20+ 63, 46 LTSTA 19+ 73, 46 LTSTA 18+ 91, 47 LTSTA 18+ 11, 56 LTSTA 16+ 37, 56 LTSTA 21+72, 46 RTSTA 21+9, 46 RTSTA 20+29, 46 RTSTA 19+51, 46 RTSTA 18+71, 46 RTSTA 16+78, 46 RTSTA 16+18, 46 RTSTA 15+44, 46 RTSTA 14+ 7, 56 LTSASASASASASASASASASASASASASASASASAP3TNEW 240/480VPAD-MOUNTEDSINGLE PHASETRANSFORMERNEW 120/240VPAD-MOUNTEDSINGLE PHASETRANSFORMERTR-58R-28R-57R-56R-48R-37R-38STA 18+71, 46 RTR-30STA 14+ 85, 46 LT5+006+007+008+009+0010+0011+0012+0013+0014+00MATCHLINE AMATCHLINE A MAT C H LI N E B MAT C H LI N E BP1R-3R-4R-5R-6R-7R-8R-9R-16R-17R-22R-24R-25R-26R-27R-31R-32R-33R-34R-35R-36R-39R-40R-41R-42R-44EX. 2" EMPTY CONDUITEX. 2" EMPTY CONDUITEX. GROUND BOXEX. 3" EMPTY CONDUITSTA 14+ 7, 56 LTSTA 13+ 27, 46 LTSTA 12+ 25, 46 LTSTA 11+ 45, 46 LTSTA 10+ 65, 46 LTSTA 9+ 85, 46 LTSTA 9+ 5, 46 LTSTA 8+ 41, 46 LTSTA 7+ 41, 46 LTSTA 6+ 39, 46 LTSTA 5+ 66, 45 LTSTA 5+5, 50 RTSTA 6+1, 46 RTSTA 7+24.5, 47 RTSTA 8+10, 46 RTSTA 8+70, 46 RTSTA 9+32, 46 RTSTA 10+12, 46 RTSTA 11+35, 46 RTSTA 12+26, 46 RTSTA 13+4, 46 RTSTA 13+83, 46 RTSTA 14+48, 46 RTSASASASASASASASASASASASASASASASASASASASASASASASANEW 120/240VPAD-MOUNTEDSINGLE PHASETRANSFORMERTSTREET LIGHT PLANSL-1N04080SCALE: 1" = 40'DATE FILESHEETDESIGNED: DRAWN:CHECKED:REV. DATE REMARKS_ ______________________________________________________ ______________________________________________________ _____________________________________________________CALL BEFORE YOU DIGRTOWN OF WESTLAKE, TEXASCTR WESTLAKENOTE: THE CONTRACTOR SHALL CONTACT THE FOLLOWING AT LEAST 48 HOURS PRIOR TO EXCAVATING IN THIS AREA:FOR OTHER FACILITIES1-800-344-8377CHARTER COMMUNICATIONSATMOS GAS TXU ELECTRIC DELIVERY1-800-344-8377TEXAS 8111-800-344-8377TOWN OF WESTLAKE817-430-09411-800-316-2135TRI-COUNTY ELECTRIC888-286-67001-800-431-1541MARCH 6, 2019TWTWKRDATE FILESHEETDESIGNED: DRAWN:CHECKED:REV. DATE REMARKS_ ______________________________________________________ ______________________________________________________ _____________________________________________________CALL BEFORE YOU DIGRTOWN OF WESTLAKE, TEXASCTR WESTLAKENOTE: THE CONTRACTOR SHALL CONTACT THE FOLLOWING AT LEAST 48 HOURS PRIOR TO EXCAVATING IN THIS AREA:FOR OTHER FACILITIES1-800-344-8377CHARTER COMMUNICATIONSATMOS GAS TXU ELECTRIC DELIVERY1-800-344-8377TEXAS 8111-800-344-8377TOWN OF WESTLAKE817-430-09411-800-316-2135TRI-COUNTY ELECTRIC888-286-67001-800-431-1541MARCH 6, 2019TWTWKRGENERAL NOTES :1. PROVIDE LIGHTING CIRCUITS THROUGH PHOTOCELL/TIME CLOCK CONTROLS ONPROPOSED PANEL P3.2. ALL CONDUITS SHALL AVOID TREE WELLS AND DAMAGE TO EXISTING TREES.3. INSTALL ALL CONDUIT LOCATED UNDER PAVING PRIOR TO PAVING. INSTALLUNDER SIDEWALK WHERE INDICATED AND ROUTE AS SHOWN.4. CONTRACTOR IS RESPONSIBLE FOR THE INSTALLATION OF STREET LIGHTS,PEDESTALS, CONDUIT, CONDUCTOR, GROUND BOXES, AND OTHER ELECTRICALDEVICES AS INDICATED IN THE DRAWING.5. POLE FOUNDATIONS SHALL MAINTAIN MINIMUM CLEARANCE FROM WATER LINESAND FIRE HYDRANTS.6. ALL CONDUITS SHALL BE SCHEDULE 80 PVC AND SHALL BE BURIED AT 30" DEPTHONLY UNLESS OTHERWISE NOTED. INSTALL PER DETAIL 2 ON SHEET SL-5.7. ALL J-BOXES SHALL BE WEATHERPROOF.8. COORDINATE AND INSTALL ALL NECESSARY DEVICES AS DIRECTED BYTRICOUNTY FOR SERVICE TO NEW PEDESTALS.9. FIELD VERIFY ALL EXISTING CONDUIT INDICATED.10. STREET LIGHTS TO BE MAINTAINED BY PRIVATE OWNER ASSOCIATION.SYMBOLDESCRIPTIONT120/240V OR 240/480V UTILITY TRANSFORMERBRANCH CIRCUIT CONDUIT AND CONDUCTORS, SIZES AS INDICATED LEGEND NOTES:20' POLE, FULL CUTOFF POST-TOP LED FIXTURE - SEE NOTE 1.UTILITY HAND HOLE 1. DECORATIVE STREET LIGHTLUMINAIRE: (1) LED, POST-TOP MOUNT, TYPES 'SA'. REFER TO FIXTURE SCHEDULE FORADDITIONAL INFORMATION.VOLTAGE: PROVIDE AUTO-SENSING 120V-277V DRIVER. FIXTURES WIRED AT 240V.PAD-MOUNTED STREET LIGHT PEDESTAL - SEE NOTE 2.GROUND BOX - SEE NOTE 3.EXTERIOR RATED WEATHERPROOF JUNCTION BOXGFCI RECEPTACLE WITH WEATHERPROOF IN-USE COVER, WHERE NOTED (REFERENCE ONLY)2. CONCRETE PAD-MOUNT PEDESTALPEDESTAL: (1) 100A, 240/480V SINGLE PHASE PAD-MOUNTED PEDESTAL WITH APPROVED TRI-COUNTYTRANSOCKET INTEGRAL METER, INTEGRAL PHOTOCELL, CONTACTOR FOR LIGHTINGLOADS, 6 - 20A/1P AVAILABLE CIRCUIT BREAKERS FOR LIGHTING CIRCUITS.3. GROUND BOXDIMENSIONS: REFERENCE DETAIL SHEET SL5 FOR ADDITIONAL INFORMATION.P3ELECTRICAL LEGENDEXHIBIT "B" 1+001+002+003+004+005+006+00MAT C H LI N E B MAT C H LI N E BP1R-3R-8R-9R-10R-11R-16R-17R-18R-20R-21CAP CONDUIT FOR FUTURE USE ALL WORK WITHIN THISAREA TO BE PROVIDEDUNDER SEPARATE TXDOTPERMIT.STA 6+ 39, 46 LTSTA 5+ 66, 45 LTSTA 4+ 92, 43 LTSTA 3+72, 41 LTSTA 2+39, 46 LTSTA 1+56, 53 RTSTA 2+75, 53 RTSTA 4+21, 51 RTSTA 5+5, 50 RTSASASASASASASASASASASASTA 1+19, 52 LTNEW 120/240VPAD-MOUNTEDSINGLE PHASETRANSFORMERTSTREET LIGHT PLANSL-2DATE FILESHEETDESIGNED: DRAWN:CHECKED:REV. DATE REMARKS_ ______________________________________________________ ______________________________________________________ _____________________________________________________CALL BEFORE YOU DIGRTOWN OF WESTLAKE, TEXASCTR WESTLAKENOTE: THE CONTRACTOR SHALL CONTACT THE FOLLOWING AT LEAST 48 HOURS PRIOR TO EXCAVATING IN THIS AREA:FOR OTHER FACILITIES1-800-344-8377CHARTER COMMUNICATIONSATMOS GAS TXU ELECTRIC DELIVERY1-800-344-8377TEXAS 8111-800-344-8377TOWN OF WESTLAKE817-430-09411-800-316-2135TRI-COUNTY ELECTRIC888-286-67001-800-431-1541MARCH 6, 2019TWTWKRDATE FILESHEETDESIGNED: DRAWN:CHECKED:REV. DATE REMARKS_ ______________________________________________________ ______________________________________________________ _____________________________________________________CALL BEFORE YOU DIGRTOWN OF WESTLAKE, TEXASCTR WESTLAKENOTE: THE CONTRACTOR SHALL CONTACT THE FOLLOWING AT LEAST 48 HOURS PRIOR TO EXCAVATING IN THIS AREA:FOR OTHER FACILITIES1-800-344-8377CHARTER COMMUNICATIONSATMOS GAS TXU ELECTRIC DELIVERY1-800-344-8377TEXAS 8111-800-344-8377TOWN OF WESTLAKE817-430-09411-800-316-2135TRI-COUNTY ELECTRIC888-286-67001-800-431-1541MARCH 6, 2019TWTWKRN04080SCALE: 1" = 40'GENERAL NOTES :1. PROVIDE LIGHTING CIRCUITS THROUGH PHOTOCELL/TIME CLOCK CONTROLS ONPROPOSED PANEL P3.2.ALL CONDUITS SHALL AVOID TREE WELLS AND DAMAGE TO EXISTING TREES.3. INSTALL ALL CONDUIT LOCATED UNDER PAVING PRIOR TO PAVING. INSTALLUNDER SIDEWALK WHERE INDICATED AND ROUTE AS SHOWN.4. CONTRACTOR IS RESPONSIBLE FOR THE INSTALLATION OF STREET LIGHTS,PEDESTALS, CONDUIT, CONDUCTOR, GROUND BOXES, AND OTHER ELECTRICALDEVICES AS INDICATED IN THE DRAWING.5. POLE FOUNDATIONS SHALL MAINTAIN MINIMUM CLEARANCE FROM WATER LINESAND FIRE HYDRANTS.6. ALL CONDUITS SHALL BE SCHEDULE 80 PVC AND SHALL BE BURIED AT 30" DEPTHONLY UNLESS OTHERWISE NOTED. INSTALL PER DETAIL 2 ON SHEET SL-5.7. ALL J-BOXES SHALL BE WEATHERPROOF.8. COORDINATE AND INSTALL ALL NECESSARY DEVICES AS DIRECTED BYTRICOUNTY FOR SERVICE TO NEW PEDESTALS.9. FIELD VERIFY ALL EXISTING CONDUIT INDICATED.10. STREET LIGHTS TO BE MAINTAINED BY PRIVATE OWNER ASSOCIATION.11. REFER TO POWER PLANS FOR ADDITIONAL REQUIREMENTS.SYMBOLDESCRIPTIONT120/240V OR 240/480V UTILITY TRANSFORMERBRANCH CIRCUIT CONDUIT AND CONDUCTORS, SIZES AS INDICATED LEGEND NOTES:20' POLE, FULL CUTOFF POST-TOP LED FIXTURE - SEE NOTE 1.UTILITY HAND HOLE 1. DECORATIVE STREET LIGHTLUMINAIRE: (1) LED, POST-TOP MOUNT, TYPES 'SA'. REFER TO FIXTURE SCHEDULE FORADDITIONAL INFORMATION.VOLTAGE: PROVIDE AUTO-SENSING 120V-277V DRIVER. FIXTURES WIRED AT 240V.PAD-MOUNTED STREET LIGHT PEDESTAL - SEE NOTE 2.GROUND BOX - SEE NOTE 3.EXTERIOR RATED WEATHERPROOF JUNCTION BOXGFCI RECEPTACLE WITH WEATHERPROOF IN-USE COVER, WHERE NOTED (REFERENCE ONLY)2. CONCRETE PAD-MOUNT PEDESTALPEDESTAL: (1) 100A, 240/480V SINGLE PHASE PAD-MOUNTED PEDESTAL WITH APPROVED TRI-COUNTYTRANSOCKET INTEGRAL METER, INTEGRAL PHOTOCELL, CONTACTOR FOR LIGHTINGLOADS, 6 - 20A/1P AVAILABLE CIRCUIT BREAKERS FOR LIGHTING CIRCUITS.3. GROUND BOXDIMENSIONS: REFERENCE DETAIL SHEET SL5 FOR ADDITIONAL INFORMATION.P3ELECTRICAL LEGENDEXHIBIT "B" (E)(E) R-65SA26+0027+0028+0029+0030+0031+0032+0033+0023+0024+0025+00SASASASASASASAR-2R-3R-4R-5R-6R-7R-8R-9R-26R-27R-34P4NEW 120/240VPAD-MOUNTEDSINGLE PHASETRANSFORMERTSTA 23+57, 46 RTSTA 24+34, 46 RTSTA 25+11, 46 RTSTA 25+89, 46 RTSTA 27+9, 46 RTSTA 27+87, 46 RTSTA 28+65, 46 RTSTA 31+55, 46 RTSTA 32+33, 46 RTSTA 23+84, 56 LTSTA 24+67, 46 LTSTA 25+50, 46 LTSTA 27+43, 46 LTSTA 28+26, 46 LTSTA 31+47, 56 LTSTA 32+30, 48 LTSTA 33+12, 46 LTSTA 26+60, 47 LTR-33SAR-1SASASASASASASASASASAR-28R-29R-30R-31R-32MATCHLINESTREET LIGHT PLANSL-1N04080SCALE: 1" = 40'DATE FILESHEETDESIGNED: DRAWN:CHECKED:REV. DATE REMARKS_ ______________________________________________________ ______________________________________________________ _____________________________________________________CALL BEFORE YOU DIGRTOWN OF WESTLAKE, TEXASCTR WESTLAKENOTE: THE CONTRACTOR SHALL CONTACT THE FOLLOWING AT LEAST 48 HOURS PRIOR TO EXCAVATING IN THIS AREA:FOR OTHER FACILITIES1-800-344-8377CHARTER COMMUNICATIONSATMOS GAS TXU ELECTRIC DELIVERY1-800-344-8377TEXAS 8111-800-344-8377TOWN OF WESTLAKE817-430-09411-800-316-2135TRI-COUNTY ELECTRIC888-286-67001-800-431-1541MARCH 6, 2019TWTWKRDATE FILESHEETDESIGNED: DRAWN:CHECKED:REV. DATE REMARKS_ ______________________________________________________ ______________________________________________________ _____________________________________________________CALL BEFORE YOU DIGRTOWN OF WESTLAKE, TEXASCTR WESTLAKENOTE: THE CONTRACTOR SHALL CONTACT THE FOLLOWING AT LEAST 48 HOURS PRIOR TO EXCAVATING IN THIS AREA:FOR OTHER FACILITIES1-800-344-8377CHARTER COMMUNICATIONSATMOS GAS TXU ELECTRIC DELIVERY1-800-344-8377TEXAS 8111-800-344-8377TOWN OF WESTLAKE817-430-09411-800-316-2135TRI-COUNTY ELECTRIC888-286-67001-800-431-1541MARCH 6, 2019TWTWKRGENERAL NOTES :1. PROVIDE LIGHTING CIRCUITS THROUGH PHOTOCELL/TIME CLOCK CONTROLS ON EXISTING PANEL P3.2. ALL CONDUITS SHALL AVOID TREE WELLS AND DAMAGE TO EXISTING TREES.3. INSTALL ALL CONDUIT LOCATED UNDER PAVING PRIOR TO PAVING. INSTALL UNDER SIDEWALK WHEREINDICATED AND ROUTE AS SHOWN.4. CONTRACTOR IS RESPONSIBLE FOR THE INSTALLATION OF STREET LIGHTS, PEDESTALS, CONDUIT,CONDUCTOR, GROUND BOXES, AND OTHER ELECTRICAL DEVICES AS INDICATED IN THE DRAWING.5. POLE FOUNDATIONS SHALL MAINTAIN MINIMUM CLEARANCE FROM WATER LINES AND FIRE HYDRANTS.6. ALL CONDUITS SHALL BE SCHEDULE 80 PVC AND SHALL BE BURIED AT 30" DEPTH ONLY UNLESSOTHERWISE NOTED. INSTALL PER DETAIL 2 ON SHEET SL-5.7. ALL J-BOXES SHALL BE WEATHERPROOF.8. COORDINATE AND INSTALL ALL NECESSARY DEVICES AS DIRECTED BY TRICOUNTY FOR SERVICE TONEW PEDESTALS.9. FIELD VERIFY ALL EXISTING CONDUIT INDICATED.10. STREET LIGHTS TO BE MAINTAINED BY PRIVATE OWNER ASSOCIATION.SYMBOLDESCRIPTIONT120/240V OR 240/480V UTILITY TRANSFORMERBRANCH CIRCUIT CONDUIT AND CONDUCTORS, SIZES AS INDICATED LEGEND NOTES:20' POLE, FULL CUTOFF POST-TOP LED FIXTURE - SEE NOTE 1.UTILITY HAND HOLE 1. DECORATIVE STREET LIGHTLUMINAIRE: (1) LED, POST-TOP MOUNT, TYPES 'SA'. REFER TO FIXTURE SCHEDULE FORADDITIONAL INFORMATION.VOLTAGE: PROVIDE AUTO-SENSING 120V-277V DRIVER. FIXTURES WIRED AT 240V.PAD-MOUNTED STREET LIGHT PEDESTAL - SEE NOTE 2.GROUND BOX - SEE NOTE 3.EXTERIOR RATED WEATHERPROOF JUNCTION BOXGFCI RECEPTACLE WITH WEATHERPROOF IN-USE COVER, WHERE NOTED (REFERENCE ONLY)2. EXISTING PAD-MOUNT PEDESTAL 'P3' LOCATED AT STATION, 16+90, 57 LT.PEDESTAL: (1) 100A, 240/480V SINGLE PHASE PAD-MOUNTED PEDESTAL WITH APPROVED TRI-COUNTYTRANSOCKET INTEGRAL METER, INTEGRAL PHOTOCELL, CONTACTOR FOR LIGHTINGLOADS, 6 - 20A/1P AVAILABLE CIRCUIT BREAKERS FOR LIGHTING CIRCUITS.3. GROUND BOXDIMENSIONS: REFERENCE DETAIL SHEET SL5 FOR ADDITIONAL INFORMATION.P3ELECTRICAL LEGENDNOTE BY SYMBOLS:1. EXTEND AND CONNECT NEW CONDUCTORS IN EXISTING CONDUIT TO NEW LIGHTING CIRCUIT.EXHIBIT "B" 32+0033+0034+0035+0036+0037+0038+0039+0040+00SASASASASASASASASASASASASASASASASAR-9R-10R-11R-12R-13R-14R-15R-16R-17R-18R-19R-20R-21R-22R-23R-24R-25R-26P5NEW 120/240VPAD-MOUNTEDSINGLE PHASETRANSFORMERTSTA 31+55, 46 RTSTA 32+33, 46 RTSTA 33+56, 46 RTSTA 34+33, 46 RTSTA 35+5, 46 RTSTA 35+89, 46 RTSTA 36+66, 45 RTSTA 37+82, 45 RTSTA 38+62, 45 RTSTA 39+44, 44 RTSTA 31+47, 56 LTSTA 32+30, 48 LTSTA 33+12, 46 LTSTA 33+98, 46 LTSTA 34+78, 46 LTSTA 35+61, 46 LTSTA 36+42, 47 LTSTA 37+45, 46 LTSTA 38+25, 47 LTSTA 39+3, 47 LTSTA 39+85, 47 LTSASASAMATCHLINESTREET LIGHT PLANSL-2DATE FILESHEETDESIGNED: DRAWN:CHECKED:REV. DATE REMARKS_ ______________________________________________________ ______________________________________________________ _____________________________________________________CALL BEFORE YOU DIGRTOWN OF WESTLAKE, TEXASCTR WESTLAKENOTE: THE CONTRACTOR SHALL CONTACT THE FOLLOWING AT LEAST 48 HOURS PRIOR TO EXCAVATING IN THIS AREA:FOR OTHER FACILITIES1-800-344-8377CHARTER COMMUNICATIONSATMOS GAS TXU ELECTRIC DELIVERY1-800-344-8377TEXAS 8111-800-344-8377TOWN OF WESTLAKE817-430-09411-800-316-2135TRI-COUNTY ELECTRIC888-286-67001-800-431-1541MARCH 6, 2019TWTWKRDATE FILESHEETDESIGNED: DRAWN:CHECKED:REV. DATE REMARKS_ ______________________________________________________ ______________________________________________________ _____________________________________________________CALL BEFORE YOU DIGRTOWN OF WESTLAKE, TEXASCTR WESTLAKENOTE: THE CONTRACTOR SHALL CONTACT THE FOLLOWING AT LEAST 48 HOURS PRIOR TO EXCAVATING IN THIS AREA:FOR OTHER FACILITIES1-800-344-8377CHARTER COMMUNICATIONSATMOS GAS TXU ELECTRIC DELIVERY1-800-344-8377TEXAS 8111-800-344-8377TOWN OF WESTLAKE817-430-09411-800-316-2135TRI-COUNTY ELECTRIC888-286-67001-800-431-1541MARCH 6, 2019TWTWKRN04080SCALE: 1" = 40'GENERAL NOTES :1. PROVIDE LIGHTING CIRCUITS THROUGH PHOTOCELL/TIME CLOCK CONTROLS ONEXISTING PANEL P3.2.ALL CONDUITS SHALL AVOID TREE WELLS AND DAMAGE TO EXISTING TREES.3. INSTALL ALL CONDUIT LOCATED UNDER PAVING PRIOR TO PAVING. INSTALLUNDER SIDEWALK WHERE INDICATED AND ROUTE AS SHOWN.4. CONTRACTOR IS RESPONSIBLE FOR THE INSTALLATION OF STREET LIGHTS,PEDESTALS, CONDUIT, CONDUCTOR, GROUND BOXES, AND OTHER ELECTRICALDEVICES AS INDICATED IN THE DRAWING.5. POLE FOUNDATIONS SHALL MAINTAIN MINIMUM CLEARANCE FROM WATER LINESAND FIRE HYDRANTS.6. ALL CONDUITS SHALL BE SCHEDULE 80 PVC AND SHALL BE BURIED AT 30" DEPTHONLY UNLESS OTHERWISE NOTED. INSTALL PER DETAIL 2 ON SHEET SL-5.7. ALL J-BOXES SHALL BE WEATHERPROOF.8. COORDINATE AND INSTALL ALL NECESSARY DEVICES AS DIRECTED BYTRICOUNTY FOR SERVICE TO NEW PEDESTALS.9. FIELD VERIFY ALL EXISTING CONDUIT INDICATED.10. STREET LIGHTS TO BE MAINTAINED BY PRIVATE OWNER ASSOCIATION.11. REFER TO POWER PLANS FOR ADDITIONAL REQUIREMENTS.SYMBOLDESCRIPTIONT120/240V OR 240/480V UTILITY TRANSFORMERBRANCH CIRCUIT CONDUIT AND CONDUCTORS, SIZES AS INDICATED LEGEND NOTES:20' POLE, FULL CUTOFF POST-TOP LED FIXTURE - SEE NOTE 1.UTILITY HAND HOLE 1. DECORATIVE STREET LIGHTLUMINAIRE: (1) LED, POST-TOP MOUNT, TYPES 'SA'. REFER TO FIXTURE SCHEDULE FORADDITIONAL INFORMATION.VOLTAGE: PROVIDE AUTO-SENSING 120V-277V DRIVER. FIXTURES WIRED AT 240V.PAD-MOUNTED STREET LIGHT PEDESTAL - SEE NOTE 2.GROUND BOX - SEE NOTE 3.EXTERIOR RATED WEATHERPROOF JUNCTION BOXGFCI RECEPTACLE WITH WEATHERPROOF IN-USE COVER, WHERE NOTED (REFERENCE ONLY)2. EXISTING PAD-MOUNT PEDESTALPEDESTAL: (1) 100A, 240/480V SINGLE PHASE PAD-MOUNTED PEDESTAL WITH APPROVED TRI-COUNTYTRANSOCKET INTEGRAL METER, INTEGRAL PHOTOCELL, CONTACTOR FOR LIGHTINGLOADS, 6 - 20A/1P AVAILABLE CIRCUIT BREAKERS FOR LIGHTING CIRCUITS.3. GROUND BOXDIMENSIONS: REFERENCE DETAIL SHEET SL5 FOR ADDITIONAL INFORMATION.P3ELECTRICAL LEGENDEXHIBIT "B" EXHIBIT C \\ \\ \\ \\ \\ \\ \\ \\ \\\\\\ \\ \\ \\ \\ \\ \\"2"2"2112"112"112"SCH W A B W A Y LI M I T O F W O R K R.O. W . LIMIT O F W O R K R.O. W .MATCHLINE L6.02LIMIT OF WORKMATCHLINE L6.01··411"411"411"411"211"411"B1217.7TURF1"B1333.0TURF112"B1410.01"C111.0TREE1"C223.8TURF1"C322.2TURF1"C421.51"C521.0A2836.3A295.90INLINE1"A304.001"A3114.8TURF1"CF M KKKKMMMMMMMMMMMMMMMMMMMMMM3MM4"62"KKKK1210KKBBBBMMMM1010Drawn By:Reviewed By:Project No:Issue Date:This drawing and the design shown is the property of studioOutside. The reproduction,copying, or use of this drawing without the written consent of studioOutside isprohibited and any infringement will be subject to legal action. © Copyright 2019studioOutsideEDCBA12345CBA123Drawing TitleSheet No.SealIssue / Addenda / RevisionsIssue TitleCIRCLE T (MIXED USE)DateDescriptionstudioOutside824 Exposition Avenue, Ste. 5Dallas, Texas 75226o214.954.7160f214.954.7162INFRASTRUCTUREIMPROVEMENTSTOWN REVIEW (RESUBMITTAL)ECW1806403.04.2019SCHWAB WAYSTREETSCAPESCHKEY MAP9800 Hillwood Parkway #300Fort Worth, TX 76177United StatesPhone: 214.303.5535(PHASE 01)NORTH08.21.2018DESIGN REVIEW03.04.201908.28.2018TOWN REVIEW SET10.26.2018TOWN REVIEW SET (RESUBMIT 01)DE45SCHWAB WAYNORTHWEST PKWYFRONT 44FUTUREDEVELOPMENTCHARLES SCHWABFUTUREDEVELOPMENT11.30.2018TOWN REVIEW SET (RESUBMIT 02)01.28.2019TOWN REVIEW SET (RESUBMIT 03)02.04.2019BID PACKAGE (ADDENDUM 01)02.19.2019TOWN REVIEW SET (RESUBMIT 04)03.04.2019BID PACKAGE (ADDENDUM 02)AIrrigation PlanScale: 1" = 20'-0"NORTHL6.01IRRIGATION PLANA \\\\\\\\\\\\ \ \ \ \ \ \ \ \ \ \ \\ \\ \\\\\\\\\\\\ \\\\\\\ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \\\\\\\\\\\\\ \\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\\\\\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\\\\\ \\ \\ \\ \\ \\ \\"23""23""2"2"2112"112""2112"MATCHLINE L6.02S C HW A B W A Y LI M I T O F W O R K R . O .W . MATCHLINE L6.03 MATCHLINE L6.01LIMIT OF WORKR.O.W.LIMIT OF WORK/ R.O.W.MATCHLINE L6.02LI M I T O F W O R K R . O .W .411"411"411"411"211"411""1411"211"211"2"411"411"211"211"411"411"B1533.7TURF112"B1619.2TURF1"B175.04TURF1"B1410.0TREE1"C111.0TREE1"C421.5TURF1"C521.0TURF1"C618.2TURF1"C718.5TURF1"A228.71INLINE1"A237.00TREE1"A2431.2TURF112"A2530.2TURF112"A266.00TREE1"A2734.2TURF112"A2836.3TURF112"A295.90INLINE1"A304.001"TURF4"6"6"KKKKMMMM3363364"2"2"2"4"62"KKKK1010101010KKKKKKKKKKKKKKOOOOOOKKMMMMMMMMMMKKKKKKBBBBBBBMMMM10Drawn By:Reviewed By:Project No:Issue Date:This drawing and the design shown is the property of studioOutside. The reproduction,copying, or use of this drawing without the written consent of studioOutside isprohibited and any infringement will be subject to legal action. © Copyright 2019studioOutsideEDCBA12345CBA123Drawing TitleSheet No.SealIssue / Addenda / RevisionsIssue TitleCIRCLE T (MIXED USE)DateDescriptionstudioOutside824 Exposition Avenue, Ste. 5Dallas, Texas 75226o214.954.7160f214.954.7162INFRASTRUCTUREIMPROVEMENTSTOWN REVIEW (RESUBMITTAL)ECW1806403.04.2019SCHWAB WAYSTREETSCAPESCHKEY MAP9800 Hillwood Parkway #300Fort Worth, TX 76177United StatesPhone: 214.303.5535(PHASE 01)NORTH08.21.2018DESIGN REVIEW03.04.201908.28.2018TOWN REVIEW SET10.26.2018TOWN REVIEW SET (RESUBMIT 01)DE45SCHWAB WAYNORTHWEST PKWYFRONT 44FUTUREDEVELOPMENTCHARLES SCHWABFUTUREDEVELOPMENT11.30.2018TOWN REVIEW SET (RESUBMIT 02)01.28.2019TOWN REVIEW SET (RESUBMIT 03)02.04.2019BID PACKAGE (ADDENDUM 01)02.19.2019TOWN REVIEW SET (RESUBMIT 04)03.04.2019BID PACKAGE (ADDENDUM 02)AIrrigation PlanScale: 1" = 20'-0"NORTHL6.02IRRIGATION PLANA \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\MATCHLINE L6.03SCHWAB WAYLIMIT OF WORKMATCHLINE L6.04 MATCHLINE L6.02R.O.W.LIMIT OF WORKR.O.W.MATCHLINE L6.03411"411"411"211"2"211"411"211"2"411"411"211"411"211"211"411"411"411"411"2"211"2"211"221"411"411"411"211"411"411"411"2"411"411"211"H34.5TURF112"H24.6TURF1"B731.7TURF1"B831.7TURF112"B99.00TREE1"B1047.6TURF112"B1128.7TURF112" A1350.2TURF2"A1530.9TURF112"A1418.2TURF1"A1610.3TURF1"A1719.0TREE1"A1853.5TURF2"A1929.6TURF112"A206.48INLINE1"A2121.3TURF112"6"355555555632"55H755H710Drawn By:Reviewed By:Project No:Issue Date:This drawing and the design shown is the property of studioOutside. The reproduction,copying, or use of this drawing without the written consent of studioOutside isprohibited and any infringement will be subject to legal action. © Copyright 2019studioOutsideEDCBA12345CBA123Drawing TitleSheet No.SealIssue / Addenda / RevisionsIssue TitleCIRCLE T (MIXED USE)DateDescriptionstudioOutside824 Exposition Avenue, Ste. 5Dallas, Texas 75226o214.954.7160f214.954.7162INFRASTRUCTUREIMPROVEMENTSTOWN REVIEW (RESUBMITTAL)ECW1806403.04.2019SCHWAB WAYSTREETSCAPESCHKEY MAP9800 Hillwood Parkway #300Fort Worth, TX 76177United StatesPhone: 214.303.5535(PHASE 01)NORTH08.21.2018DESIGN REVIEW03.04.201908.28.2018TOWN REVIEW SET10.26.2018TOWN REVIEW SET (RESUBMIT 01)DE45SCHWAB WAYNORTHWEST PKWYFRONT 44FUTUREDEVELOPMENTCHARLES SCHWABFUTUREDEVELOPMENT11.30.2018TOWN REVIEW SET (RESUBMIT 02)01.28.2019TOWN REVIEW SET (RESUBMIT 03)02.04.2019BID PACKAGE (ADDENDUM 01)02.19.2019TOWN REVIEW SET (RESUBMIT 04)03.04.2019BID PACKAGE (ADDENDUM 02)AIrrigation PlanScale: 1" = 20'-0"NORTHL6.03IRRIGATION PLANA \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\MATCHLINE L6.04SCHWAB WAYLIMIT OF WORKMATCHLINE L6.05 MATCHLINE L6.03R.O.W.LIMIT OF WORKR.O.W.MATCHLINE L6.04411"2"411"411"411"211"411"2"211"211"411"411"411"411"211"411"H26.2TURF112"H13.9TURF1"H13.9TURF1"H10.7TURF1"B439.4TURF112"B553.4TURF2"B66.00TREE1"B731.7TURF1" A56.00TREE1" A634.8TURF112" A77.56INLINE1" A821.9TURF1" A910.0TREE1" A1018.0TURF1" A113.67INLINE1" A1233.7TURF112"6"KKMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM35555552"MMKKH7H7H7H710Drawn By:Reviewed By:Project No:Issue Date:This drawing and the design shown is the property of studioOutside. The reproduction,copying, or use of this drawing without the written consent of studioOutside isprohibited and any infringement will be subject to legal action. © Copyright 2019studioOutsideEDCBA12345CBA123Drawing TitleSheet No.SealIssue / Addenda / RevisionsIssue TitleCIRCLE T (MIXED USE)DateDescriptionstudioOutside824 Exposition Avenue, Ste. 5Dallas, Texas 75226o214.954.7160f214.954.7162INFRASTRUCTUREIMPROVEMENTSTOWN REVIEW (RESUBMITTAL)ECW1806403.04.2019SCHWAB WAYSTREETSCAPESCHKEY MAP9800 Hillwood Parkway #300Fort Worth, TX 76177United StatesPhone: 214.303.5535(PHASE 01)NORTH08.21.2018DESIGN REVIEW03.04.201908.28.2018TOWN REVIEW SET10.26.2018TOWN REVIEW SET (RESUBMIT 01)DE45SCHWAB WAYNORTHWEST PKWYFRONT 44FUTUREDEVELOPMENTCHARLES SCHWABFUTUREDEVELOPMENT11.30.2018TOWN REVIEW SET (RESUBMIT 02)01.28.2019TOWN REVIEW SET (RESUBMIT 03)02.04.2019BID PACKAGE (ADDENDUM 01)02.19.2019TOWN REVIEW SET (RESUBMIT 04)03.04.2019BID PACKAGE (ADDENDUM 02)AIrrigation PlanScale: 1" = 20'-0"NORTHL6.04AIRRIGATION PLAN \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\··MATCHLINE L6.05SCHWAB WAYLIMIT OF WORKMATCHLINE L6.04R.O.W.LIMIT OF WORKR.O.W.··411"211"211"211"211"211"2"411"411"211"411"H21.7TURF1"H13.9TURF1"B128.2TURF112"B227.9TURF112"B310.0TREE1"A17.09INLINE1" A2 8.00TREE1" A337.4TURF112" A433.3TURF112" A56.00TREE1"AFMFMB2112HH44555555778MMKKKKKKKKKKLBLBLLBLBLBLBKGKKKKKKKKKKKKKKKKKKKKKK9910105510Drawn By:Reviewed By:Project No:Issue Date:This drawing and the design shown is the property of studioOutside. The reproduction,copying, or use of this drawing without the written consent of studioOutside isprohibited and any infringement will be subject to legal action. © Copyright 2019studioOutsideEDCBA12345CBA123Drawing TitleSheet No.SealIssue / Addenda / RevisionsIssue TitleCIRCLE T (MIXED USE)DateDescriptionstudioOutside824 Exposition Avenue, Ste. 5Dallas, Texas 75226o214.954.7160f214.954.7162INFRASTRUCTUREIMPROVEMENTSTOWN REVIEW (RESUBMITTAL)ECW1806403.04.2019SCHWAB WAYSTREETSCAPESCHKEY MAP9800 Hillwood Parkway #300Fort Worth, TX 76177United StatesPhone: 214.303.5535(PHASE 01)NORTH08.21.2018DESIGN REVIEW03.04.201908.28.2018TOWN REVIEW SET10.26.2018TOWN REVIEW SET (RESUBMIT 01)DE45SCHWAB WAYNORTHWEST PKWYFRONT 44FUTUREDEVELOPMENTCHARLES SCHWABFUTUREDEVELOPMENT11.30.2018TOWN REVIEW SET (RESUBMIT 02)01.28.2019TOWN REVIEW SET (RESUBMIT 03)02.04.2019BID PACKAGE (ADDENDUM 01)02.19.2019TOWN REVIEW SET (RESUBMIT 04)03.04.2019BID PACKAGE (ADDENDUM 02)AIrrigation PlanScale: 1" = 20'-0"NORTHL6.05AIRRIGATION PLAN LIMIT OF WORK - PHASE 2LIMIT OF WORK - PHASE 2PROPERTY LINEPROPERTY LINE\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\MATCHLINE L6.09MATCHLINE L6.10114"114"114"114"114"112"112"112"114"112"112"112"112"112"B187.00Tree1"B1932.8Turf112"B2033.6Turf112"A3310.9Shrub1"A3430.7Turf112"A3529.9Turf112"A3631.0Turf112"A3729.8Turf112"A3812.0Tree1"A4017.1Turf1"A418.00Tree1"H32.8Turf112"A3911.0Shrub1"MMMMMMMMMMMM11H32Drawn By:Reviewed By:Project No:Issue Date:This drawing and the design shown is the property of studioOutside. The reproduction,copying, or use of this drawing without the written consent of studioOutside isprohibited and any infringement will be subject to legal action. © Copyright 2019studioOutsideEDCBA12345CBA123Drawing TitleSheet No.SealIssue / Addenda / RevisionsIssue TitleCIRCLE T (MIXED USE)DateDescriptionstudioOutside824 Exposition Avenue, Ste. 5Dallas, Texas 75226o214.954.7160f214.954.7162INFRASTRUCTUREIMPROVEMENTSDESIGN REVIEWEW1806406.05.2019SCHWAB WAYSTREETSCAPEBIKEY MAP9800 Hillwood Parkway #300Fort Worth, TX 76177United StatesPhone: 214.303.5535(PHASE 02)NORTH06.05.2019PHASE 01 SWFRONT 44FUTUREDEVELOPMENTCHARLES SCHWABFUTUREDEVELOPMENTSITE WATER ENGINEERING SERVICES323 W. DRAKE RD, SUITE 204FORT COLLINS, COLORADO 80526Telephone: 970.282.1800Web: www.hinesinc.com04.23.2019TOWN REVIEW SET06.05.2019TOWN REVIEW SET (RESUBMIT 01)Irrigation PlanScale: 1" = 20'-0"NORTHL6.09IRRIGATION PLANL6.12 L6.11 L6.10L6.09 LIM IT OF WORK - PHASE 2LIMIT OF WORK - PHASE 2PROPERTY L INE PROPERTY LINE \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\MATCHLINE L6.09MATCHLINE L6.10MATCHLINE L6.11MATCHLINE L6.10114"114"114"114"114"114"114"112"2"112"112"112"112"2"112"112"112"112"2"114"114"B217.00Tree1"B2230.1Turf112"B2333.6Turf112"B246.00Tree1"B2532.0Turf112"B2631.2Turf112"A4017.1Turf1"A418.00Tree1"A457.56Shrub1"A4617.0Tree1"A4711.5Turf1"H31.2Turf112"H30.3Turf112"A4438.0Turf112"A425.49Shrub1"A4338.5Turf112"MMMMLBLBLBLBLBMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMHH233Drawn By:Reviewed By:Project No:Issue Date:This drawing and the design shown is the property of studioOutside. The reproduction,copying, or use of this drawing without the written consent of studioOutside isprohibited and any infringement will be subject to legal action. © Copyright 2019studioOutsideEDCBA12345CBA123Drawing TitleSheet No.SealIssue / Addenda / RevisionsIssue TitleCIRCLE T (MIXED USE)DateDescriptionstudioOutside824 Exposition Avenue, Ste. 5Dallas, Texas 75226o214.954.7160f214.954.7162INFRASTRUCTUREIMPROVEMENTSDESIGN REVIEWEW1806406.05.2019SCHWAB WAYSTREETSCAPEBIKEY MAP9800 Hillwood Parkway #300Fort Worth, TX 76177United StatesPhone: 214.303.5535(PHASE 02)NORTH06.05.2019PHASE 01 SWFRONT 44FUTUREDEVELOPMENTCHARLES SCHWABFUTUREDEVELOPMENTSITE WATER ENGINEERING SERVICES323 W. DRAKE RD, SUITE 204FORT COLLINS, COLORADO 80526Telephone: 970.282.1800Web: www.hinesinc.com04.23.2019TOWN REVIEW SET06.05.2019TOWN REVIEW SET (RESUBMIT 01)Irrigation PlanScale: 1" = 20'-0"NORTHL6.10IRRIGATION PLANL6.12 L6.11 L6.09L6.10 P R O P E R T Y L I N E P R O P E R T Y L I N E \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\ \\ \\ \\ \\ \\ \\ \\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\ \\ \\ \\ \\ \\ \\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\MATCHLINE L6.11MATCHLINE L6.10MATCHLINE L6.11MATCHLINE L6.12114"114"114"114"114"114"112"114"114"114"114"B275.00Tree1"B2821.1Turf1"B2923.7Turf1"B304.00Tree1"B3118.9Turf1"B3218.9Turf1"A4617.0Tree1"A4711.5Turf1"A487.77Shrub1"A5111.4Turf1"A535.78Shrub1"A5421.3Turf1"H22.1Turf1"H17.2Turf1"A5223.9Turf1"A5513.0Tree1"A4928.6Turf112"A5015.3Turf1"LBLBLBLBLBLBHH33222LBLBLBLBLBLBKKKKKKKKKKKKKKKKKMMMMMLKKKKKKKKKRRKKKKKKKKKKKKKGKDrawn By:Reviewed By:Project No:Issue Date:This drawing and the design shown is the property of studioOutside. The reproduction,copying, or use of this drawing without the written consent of studioOutside isprohibited and any infringement will be subject to legal action. © Copyright 2019studioOutsideEDCBA12345CBA123Drawing TitleSheet No.SealIssue / Addenda / RevisionsIssue TitleCIRCLE T (MIXED USE)DateDescriptionstudioOutside824 Exposition Avenue, Ste. 5Dallas, Texas 75226o214.954.7160f214.954.7162INFRASTRUCTUREIMPROVEMENTSDESIGN REVIEWEW1806406.05.2019SCHWAB WAYSTREETSCAPEBIKEY MAP9800 Hillwood Parkway #300Fort Worth, TX 76177United StatesPhone: 214.303.5535(PHASE 02)NORTH06.05.2019PHASE 01 SWFRONT 44FUTUREDEVELOPMENTCHARLES SCHWABFUTUREDEVELOPMENTSITE WATER ENGINEERING SERVICES323 W. DRAKE RD, SUITE 204FORT COLLINS, COLORADO 80526Telephone: 970.282.1800Web: www.hinesinc.com04.23.2019TOWN REVIEW SET06.05.2019TOWN REVIEW SET (RESUBMIT 01)Irrigation PlanScale: 1" = 20'-0"NORTHL6.11IRRIGATION PLANL6.12 L6.10L6.09L6.11 P R O P E R T Y L I N E \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\\\\\\\\\\\MATCHLINE L6.11MATCHLINE L6.12114"112"112"114"114"114"114"114"114"114"114"112"B3422.0Turf1"B3522.9Turf1"B335.00Tree1"A535.78Shrub1"A5421.3Turf1"A567.83Shrub1"H21.3Turf1"A598.73Shrub1"A5730.2Turf112"A5830.2Turf112"A5223.9Turf1"A5513.0Tree1"A606.48Turf1"A614.44Turf1"B3613.0Turf1"H32GKKKKKKKKRRKKKKKKKKKKGKRRRKKKKKKKKKBBBBBBBBBDrawn By:Reviewed By:Project No:Issue Date:This drawing and the design shown is the property of studioOutside. The reproduction,copying, or use of this drawing without the written consent of studioOutside isprohibited and any infringement will be subject to legal action. © Copyright 2019studioOutsideEDCBA12345CBA123Drawing TitleSheet No.SealIssue / Addenda / RevisionsIssue TitleCIRCLE T (MIXED USE)DateDescriptionstudioOutside824 Exposition Avenue, Ste. 5Dallas, Texas 75226o214.954.7160f214.954.7162INFRASTRUCTUREIMPROVEMENTSDESIGN REVIEWEW1806406.05.2019SCHWAB WAYSTREETSCAPEBIKEY MAP9800 Hillwood Parkway #300Fort Worth, TX 76177United StatesPhone: 214.303.5535(PHASE 02)NORTH06.05.2019PHASE 01 SWFRONT 44FUTUREDEVELOPMENTCHARLES SCHWABFUTUREDEVELOPMENTSITE WATER ENGINEERING SERVICES323 W. DRAKE RD, SUITE 204FORT COLLINS, COLORADO 80526Telephone: 970.282.1800Web: www.hinesinc.com04.23.2019TOWN REVIEW SET06.05.2019TOWN REVIEW SET (RESUBMIT 01)Irrigation PlanScale: 1" = 20'-0"NORTHL6.12IRRIGATION PLANL6.11 L6.10L6.09L6.12 Resolution 21-27 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 21-27 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH CIRCLE T RANCH PHASE III ASSOCIATION TO PROVIDE 5-YEAR STREETSCAPE MAINTENANCE AGREEMENT FOR SCHWAB WAY PHASE I AND II. WHEREAS, the Town Council desires to provide residents and commuters safe and aesthetically pleasing streets and infrastructure; and, WHEREAS, the Circle T Ranch Phase III Association will provide 5-year streetscape maintenance services for Schwab Way from State Highway 114 to Ottinger Road and, WHEREAS, the streetscape maintenance services for Schwab Way includes maintaining of wayfinding signs, irrigation systems, mowing, trees and plant maintenance and, WHEREAS, the Town Council finds that the 5-year streetscape maintenance agreement and improvements of Schwab Way is a benefit to the public; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town Council of the Town of Westlake hereby approves the Town Manager to execute an agreement with Circle T Ranch Phase III Association to provide 5- year streetscape maintenance agreement for Schwab Way Phase I and II attached as Exhibit “A”. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 21-27 Page 2 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 23RD DAY OF AUGUST 2021. ATTEST: _____________________________ Laura Wheat, Mayor _______________________________ APPROVED AS TO FORM: Todd Wood, Town Secretary _______________________________ L. Stanton Lowry, Town Attorney 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 08/18/2021 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. Hillwood Properties Fort Worth, TX 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 Schwab Way Streetscape Maintenance Agreement 2021-04 2021-791936 08/18/2021 Date Filed: Date Acknowledged: Certificate Number: CERTIFICATION OF FILING 6 Signature of authorized agent of contracting business entity My name is _______________________________________________________________, UNSWORN DECLARATION 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 Page 1 of 2 Westlake Town Council TYPE OF ACTION Regular Meeting - Action Item Westlake Town Council Meeting Monday, August 23, 2021 TOPIC: Discussion and Consideration to elect a Mayor Pro Tempore. STAFF CONTACT: Todd Wood, Town Secretary Strategic Alignment Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Informed & Engaged Citizens / Sense of Community Municipal & Academic Operations Natural Oasis - Preserve & Maintain a Perfect Blend of the Community's Natural Beauty Increase Transparency, Accessibility & Communications Strategic Initiative Comprehensive Plan Project Review Time Line - Start Date: August 23, 2021 Completion Date: May 1, 2021 Funding Amount: N/A Status - Not Funded Source - N/A EXECUTIVE SUMMARY (INCLUDING APPLICABLE ORGANIZATIONAL HISTORY) Pursuant to Local Government Code Section 22.037 the Council shall elect a Mayor Pro Tempore following the May General election. The Mayor Pro Tem shall perform the duties of the Mayor in cases of absence or inability of the Mayor to perform such duties. The Mayor Pro Tem shall have the right to vote as a member of the Council. Page 2 of 2 RECOMMENDATION Elect a Mayor Pro Tempore. ATTACHMENTS None a. Texas Education Agency (TEA) guidance regarding use of face masks on campus. b. Development. Town Council/ Board of Trustees Item # 7 – Town Manager/Superintendent Update Page 1 of 2 TOWN COUNCIL AGENDA ITEM Workshop - Discussion Item Monday, August 23, 2021 TOPIC: Discussion and Consideration of a Resolution Appointing and Reappointing Members to the Planning and Zoning Commission STAFF: Todd Wood, Town Secretary STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Informed & Engaged Citizens / Sense of Community Municipal & Academic Operations High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Encourage Westlake's Unique Sense of Place SUMMARY This item involves renewing the terms of three Commissioners and filling the unexpired position vacated by Brad Swearingen, who resigned from the Commission given his recent move out of Westlake. The open position is a regular voting position and not an alternate position. An application for appointment to serve on the Planning and Zoning Commission has been received by Rick Rennhack (attached). Regarding the vacated regular voting position, the Town Council may choose to appoint an existing alternate to the position and appoint Mr. Rennhack as an alternate, or appoint Mr. Rennhack to the regular voting position with no change to current alternates. Regarding Planning and Zoning Commission appointments, Section 26-67 of the Westlake Code of Ordinances states: “There is hereby created a planning and zoning commission for the town consisting of five regular members, each to be appointed by the town council for a term of two years and removable for cause. The terms of three members shall expire in odd-numbered years, and the terms of two members shall expire in even-numbered years. Each member shall continue to serve until their successors are appointed and qualified. In addition to the five regular members, three alternate members, first alternate, second alternate, and third alternate shall be appointed by the town council for terms of two years. The alternate members shall only vote in the absence of a regular Page 2 of 2 member(s) or in place of a regular member(s) that has abstained. Priority shall be given to the first, and the then the second alternate.” COUNCIL ACTION/OPTIONS • Approve the proposed resolution with clarification of who will fill the vacated regular voting position. STAFF RECOMMENDATION Approval FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $0.00 Funding Source: N/A Contract: No Forms: N/A DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: There is no impact to Westlake Academy enrollment. Comprehensive Plan: There is no impact to the comprehensive plan. Traffic Impact: There is no traffic impact. ATTACHMENTS 1. Application for appointment – Rick Rennhack Received 8/17/2021 Resolution 21-28 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 21-28 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, REAPPOINTING AND APPOINTING MEMBERS TO THE PLANNING AND ZONING COMMISSION WHEREAS, the Section 26-67 of the Westlake Code of Ordinances requires the Town Council to appoint and/or reappoint Planning and Zoning Commissioners every year per the terms of said section; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. 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 following individuals are hereby appointed and/or reappointed to the Planning and Zoning Commission: As a result of the appointments heretofore stated, the Planning and Zoning Commission is represented by the following: Term Expiration Tim Brittan June 2023 Ken Kraska June 2023 Rick Rennhack June 2022 Kim Morris June 2022 Michelle Lee June 2023 Sharon Sanden (Alternate member No. 1) June 2022 Diane Prager (Alternate member No. 2) June 2022 Vacant (Alternate member No. 3) June 2022 SECTION 3: If any portion of this resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. Resolution 21-28 Page 2 of 2 PASSED AND APPROVED ON THIS 23rd DAY OF AUGUST 2021. ATTEST: _____________________________ Laura L. Wheat, Mayor ____________________________ ______________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Page 1 of 3 TOWN COUNCIL AGENDA ITEM Regular Meeting - Action Item Monday, August 23, 2021 TOPIC: Consider a Resolution Adopting a Maximum Proposed Ad Valorem Tax Rate, Take a Record Vote, and Setting the Date for the Public Hearing and Adoption of the Operating Budget and Tax Rate for Fiscal Year 2021-2022. STAFF: Ginger Awtry, Finance Director STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Transparent / Integrity- driven Government Fiscal Stewardship Exemplary Service & Governance - We set the standard by delivering unparalleled municipal and educational services at the lowest cost. Increase Transparency, Accessibility & Communications SUMMARY Section 26.04 of the Texas Property Tax Code requires the no-new-revenue tax rate, the voter- approval tax rate and the calculations used to determine each rate be submitted to the Town Council. The certified values of the Tarrant County Appraisal District (TAD) and Denton Central Appraisal District (DCAD) were used for both Form 50-882 (2021 Certification of Additional Sales and Use Tax to Pay Debt Services) and in the calculation of Form 50-856 (2020 Tax Rate Calculation Worksheet) which has been certified by the Town Council’s designated person preparing the tax rate as per SB2 and Texas Tax Code 26.04 and 26.17. (see attachments ) Definitions: • No-New-Revenue (NNR) Tax Rate (formerly known as the effective tax rate): The tax rate that will generate the same total amount of property tax revenue as the previous year from the same properties. This rate serves as the benchmark from which all Truth-in- Taxation requirements are measured. o The NNR rate for FY 2021-2022 is $0.16746 per $100 valuation. o Since the NNR rate is lower than the proposed ad valorem rate of $0.16788, a difference of $0.00042, notifications must state the proposed ad valorem rate will be a tax increase even though the total proposed rate will remain the same as last Page 2 of 3 year. • NNR Maintenance & Operations (M&O) Rate: The tax rate that will generate the same amount of tax revenue for maintenance and operations as the previous year. It does not consider revenues from new properties in the current year. o The NNR M&O rate (after the sales tax rate adjustment) for FY 2021-2022 is $0.12531 per $100 valuation. • Voter-Approval Tax (VA) Rate (formerly known as the roll-back tax rate): The maximum tax rate the Town may adopt without requiring an election. o The calculated voter-approval rate is $0.22181 per $100 valuation. • Debt Tax Rate: The rate required to generate revenue to meet debt service requirements, which is unlimited in terms of calculating the voter-approved tax rate. o The debt tax rate for FY 2020-2021 is $0.06504 per $100 valuation • De Minimis Rate: The de minimis rate was added to SB2 to allow smaller cities some flexibility to adopt a tax rate that generates $500,000 more in property tax revenue than the previous year. The thinking was that applying a 3.5 percent voter-approval rate in some small communities would unnecessarily restrict revenue growth to sometimes just a nominal amount, and the application of the lowered voter-approval rate created an unfair result for small towns. This de minimis rate applies to a city with a population of less than 30,000. o The de minimis rate is $0.22054 per $100 valuation. The Fiscal Year 2021-22 proposed budget was prepared based on a total tax rate of $0.16788, the current ad valorem tax rate. Staff is proposing Westlake’s ad valorem rate remain the same for the upcoming year of FY 2021-2022. As required by State law, staff is recommending the Town Council consider a motion that proposes adoption of a maximum proposed ad valorem tax rate of $0.22181, the Voter-Approval rate. This vote does not commit the Town Council to a tax rate. The purpose of this vote is to establish the upper threshold for the tax rate that the Council will consider when an actual vote is required on September 13, 2021. At that time, the Town Council may consider any rate up to the amount that is approved at this time but may not exceed that rate. Since the proposed tax rate for 2021 exceeds the 2021 NNR rate, the Town Council must adopt the rate by roll call vote and provide the public with notice and opportunity to be heard, per Senate Bill 2, regarding the adoption of the Westlake tax rate. Notice and opportunity can be accomplished by publishing notice of, and then holding, one public hearing regarding the proposed ad valorem tax rate. (Note: The single tax rate hearing changed in 2020 from two, per previous legal requirements.) The proposed date for the Westlake tax rate adoption public hearing is Monday, September 13, 2021, at 5:00 p.m. at Westlake Town Hall, 1500 Solana Boulevard, Bldg.7-First Floor in the Council Chambers. The notice will be published in the Star-Telegram on, our before, September 1, 2021, placed on our Town of Westlake website, posted on our social media accounts, and shared Page 3 of 3 with our stakeholders via Westlake Wire email. State law also requires the Town Council to hold a public hearing and vote on the adoption of the the municipal fiscal year 2021-2022 proposed budget prior to adopting the proposed tax rate. This public hearing will also take place at 5:00 PM at Westlake Town Hall, 1500 Solana Boulevard, Bldg.7-First Floor in the Council Chambers, prior the public hearing regarding the adoption of the tax rate. COUNCIL ACTION/OPTIONS All taxing entities in the state of Texas are required by law to take a record vote to establish their maximum proposed ad valorem tax rate and set the public hearing date for the adoption of their operating budgets and tax rate for the upcoming fiscal year. Council may approve or deny the related resolution regarding these necessary actions. STAFF RECOMMENDATION Staff recommends approval of the Resolution adopting the maximum proposed ad valorem tax rate, taking a record vote, and setting a public hearing date for the adoption of the Town of Westlake Operating Budget and tax rate for Fiscal Year 2021-2022. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $0 Funding Source: N/A Contract: No Forms: N/A Service Levels: N/A DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: N/A Comprehensive Plan: N/A Cost Recovery Analysis: N/A Traffic Impact: N/A ATTACHMENTS Form 50-856 (2021 Tax Rate Calculation Worksheet) Form 50-882 (2021 Certification of Additional Sales and Use Tax to Pay Debt Services Resolution Form 50-882 Certification of Additional Sales and Use Tax to Pay Debt Services THE STATE OF TEXAS, County of _______________________________ Chief Financial Officer or Auditor: _________________________________ For the taxing unit: _____________________________________________________________________________________ Hereby certifies that the amount of additional sales and use tax revenue collected to pay debt service has been deducted from the total amount described by Tax Code Section 26.05(e-1), 26.04(e)(3)(C) and 26.05(a)(1). This certification is submitted to the governing body of _________________________________________ on ___________________ . Signature of Financial Officer or Auditor Form developed by: Texas Comptroller of Public Accounts, Property Tax Assistance Division For additional copies, visit: comptroller.texas.gov/taxes/property-tax Tarrant and Denton Ginger R. Awtry Town of Westlake, TX the Town of Westlake, Texas 8/23/21 Resolution 21-29 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 21-29 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ADOPTING A MAXIMUM PROPOSED AD VALOREM TAX RATE; TAKE A RECORD VOTE; PROVIDING AN EFFECTIVE DATE; AND SETTING THE DATE FOR THE PUBLIC HEARING AND ADOPTION OF THE OPERATING BUDGET AND TAX RATE FOR FISCAL YEAR 2020-2021. WHEREAS, the Council has approved the Certified Tax Rolls provided by the Tarrant and Denton County Appraisal Districts; and WHEREAS, the Town’s appointed employee has calculated the 2021 No-New-Revenue Tax Rate and the 2021 Voter-Approval Tax Rate in accordance with Senate Bill 2 provisions using certified values; and WHEREAS, the Town’s 2021 maximum proposed ad valorem tax rate for FY 2021-2022 is $0.22181 per $100 valuation; and WHEREAS, the public hearing date is set for September 13, 2021, at 5:00 p.m., and WHEREAS, the Town may not adopt a rate that exceeds the maximum proposed rate without a new resolution and/or election as applicable; and WHEREAS, all legal prerequisites for the adoption of this resolution have been met, including but not limited to the Local Government Code, the Open Meetings Act, and the Texas Tax Code; 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 2021 maximum proposed tax rate of $0.22181 per $100 valuation is hereby approved and the vote recorded. SECTION 3: That, if any portion of this Resolution shall, for any reason, be declared valid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 21-29 Page 2 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 23rd DAY OF AUGUST 2021. ATTEST: _____________________________ Laura L. Wheat, Mayor ____________________________ ______________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Page 1 of 2 TOWN COUNCIL AGENDA ITEM Regular Meeting - Action Item Monday, August 23, 2021 TOPIC: Consider an ordinance authorizing the issuance of Town of Westlake, Texas, General Obligation Refunding Bonds, series 2021; awarding the sale thereof; levying a tax, and providing for the security for and payment of said bonds; authorizing the execution and delivery of a paying agent/registrar agreement and a deposit agreement; approving the official statement; enacting other provisions relating to the subject; and declaring an effective date STAFF: Ginger Awtry, Finance Director STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Transparent / Integrity- driven Government Municipal & Academic Operations High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Increase Transparency, Accessibility & Communications SUMMARY As you will recall, Town staff presented the proposed a general obligation refunding bond issuance during the June 17th Town Council Budget Retreat, for the purpose of refunding or defeasing, in advance of their maturities, a portion of the Town’s existing 2011 GO and CO’s for estimated debt service savings of $260,00 in total with no extension to the original term of the prior debt. Prior to issuing debt, the Town’s credit is rated by Standard & Poors. S&P Global Ratings assigned its 'AAA' rating to Westlake, Texas' proposed series 2021 general obligation (GO) refunding bonds. At the same time, S&P Global Ratings has affirmed the ‘AAA’ rating on Westlake’s outstanding debt. The outlook on all ratings is stable. The S&P rating document (attached) states: Page 2 of 2 The rating reflects our opinion of the town's: • Very strong economy, with access to a broad and diverse metropolitan statistical area (MSA); • Strong management, with good financial policies and practices under our Financial Management Assessment (FMA) methodology; • Strong budgetary performance, closing with operating surpluses in the general fund and at the total governmental fund level in fiscal 2020; • Very strong budgetary flexibility, with a high available fund balance in fiscal 2020 of 166% of operating expenditures; • Very strong liquidity, with total government available cash at 100.6% of total governmental fund expenditures and 8.0x governmental debt service, and access to external liquidity we consider strong; • Very weak debt and contingent liability profile, with debt service carrying charges at 12.6% of expenditures and net direct debt that is 208.1% of total governmental fund revenue; • and Strong institutional framework score. The proposed Ordinance will authorize the sale of General Obligation Bonds and will not require an increase to the ad valorem rate. COUNCIL ACTION/OPTIONS Approve proposed Ordinance Reject proposed Ordinance STAFF RECOMMENDATION Approval of proposed Ordinance FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $4,905,000 Funding Source: Bond Issuance Contract: No Forms: N/A DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: N/A Comprehensive Plan: N/A. Cost Recovery Analysis: N/A Traffic Impact: N/A ATTACHMENTS Ordinance S&P Rating #8101998.2 ORDINANCE 931 relating to $__________________ TOWN OF WESTLAKE, TEXAS GENERAL OBLIGATION REFUNDING BONDS SERIES 2021 Adopted: August 23, 2021 (i) #8101998.2 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01. Definitions................................................................................................................6 Section 1.02. Findings....................................................................................................................8 Section 1.03. Table of Contents, Titles, and Headings ..................................................................8 Section 1.04. Interpretation ............................................................................................................8 ARTICLE II SECURITY FOR THE BONDS; INTEREST AND SINKING FUND Section 2.01. Payment of the Bonds ..............................................................................................9 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01. Authorization ...........................................................................................................9 Section 3.02. Date, Denomination, Maturities, and Interest ........................................................10 Section 3.03. Medium, Method, and Place of Payment ...............................................................10 Section 3.04. Execution and Registration of Bonds ....................................................................11 Section 3.05. Ownership ..............................................................................................................12 Section 3.06. Registration, Transfer, and Exchange ....................................................................13 Section 3.07. Cancellation ...........................................................................................................13 Section 3.08. Temporary Bonds ...................................................................................................13 Section 3.09. Replacement Bonds ...............................................................................................14 Section 3.10. Book-Entry-Only System.......................................................................................15 Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry-Only System .....16 Section 3.12. Payments to Cede & Co .........................................................................................16 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.01. Limitation on Redemption .....................................................................................16 Section 4.02. Optional Redemption .............................................................................................16 Section 4.03. Reserved .................................................................................................................17 Section 4.04. Partial Redemption.................................................................................................17 Section 4.05. Notice of Redemption to Owners ..........................................................................17 Section 4.06. Payment Upon Redemption ...................................................................................18 Section 4.07. Effect of Redemption .............................................................................................18 (ii) #8101998.2 Section 4.08. Conditional Notice of Redemption ........................................................................18 Section 4.09. Lapse of Payment ...................................................................................................19 ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Paying Agent/Registrar .....................................................19 Section 5.02. Qualifications .........................................................................................................19 Section 5.03. Maintaining Paying Agent/Registrar .....................................................................19 Section 5.04. Termination ............................................................................................................19 Section 5.05. Notice of Change to Owners ..................................................................................19 Section 5.06. Agreement to Perform Duties and Functions.........................................................20 Section 5.07. Delivery of Records to Successor ..........................................................................20 ARTICLE VI FORM OF THE BONDS Section 6.01. Form Generally ......................................................................................................20 Section 6.02. Form of the Bonds .................................................................................................20 Section 6.03. CUSIP Registration ................................................................................................26 Section 6.04. Legal Opinion ........................................................................................................26 Section 6.05. Statement Insurance ...............................................................................................26 ARTICLE VII SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS; FLOW OF FUNDS Section 7.01. Sale of Bonds; Official Statement ..........................................................................26 Section 7.02. Control and Delivery of Bonds ..............................................................................27 ARTICLE VIII CREATION OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; INVESTMENTS Section 8.01. Creation of Funds ...................................................................................................28 Section 8.02. Interest and Sinking Fund ......................................................................................28 Section 8.03. Security of Funds ...................................................................................................28 Section 8.04. Deposit of Proceeds ...............................................................................................28 Section 8.05. Investments ............................................................................................................29 Section 8.06. Investment Income .................................................................................................29 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS (iii) #8101998.2 Section 9.01. Payment of the Bonds ............................................................................................29 Section 9.02. Other Representations and Covenants ...................................................................29 Section 9.03. Federal Income Tax Matters ..................................................................................30 ARTICLE X DEFAULT AND REMEDIES Section 10.01. Events of Default ...................................................................................................31 Section 10.02. Remedies for Default .............................................................................................31 Section 10.03. Remedies Not Exclusive ........................................................................................32 ARTICLE XI DISCHARGE Section 11.01. Discharge ...............................................................................................................32 ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.01. Annual Reports ......................................................................................................32 Section 12.02. Material Event Notices ..........................................................................................33 Section 12.03. Limitations, Disclaimers and Amendments ...........................................................34 ARTICLE XIII AMENDMENTS Section 13.01. Amendments ..........................................................................................................36 ARTICLE XIV MISCELLANEOUS Section 14.01. Changes to Ordinance ............................................................................................36 Section 14.02. Partial Invalidity.....................................................................................................36 Section 14.03. No Personal Liability .............................................................................................36 ARTICLE XV REDEMPTION OF REFUNDED OBLIGATIONS; DEPOSIT AGREEMENT; Section 15.01. Payment of Paying Agent ......................................................................................37 Section 15.02. Deposit Agreement ................................................................................................37 (iv) #8101998.2 Section 15.03. Payment of Refunded Obligations; Redemption of Refunded Obligations ...........37 ARTICLE XVI EFFECTIVENESS Section 16.01. Effectiveness ..........................................................................................................38 Schedule of Refunded Bonds …………………………………………………………Schedule I - 5 - #8101998.2 AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF WESTLAKE, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021 IN THE AGGREGATE PRINCIPAL AMOUNT OF $____________; AWARDING THE SALE THEREOF; LEVYING A TAX, AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT/REGISTRAR AGREEMENT AND A DEPOSIT AGREEMENT; APPROVING THE OFFICIAL STATEMENT; ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE WHEREAS, there are presently outstanding certain obligations of the Town of Westlake, Texas (the “Town”), which are secured by and payable from ad valorem taxes levied on property within the Town in an amount sufficient to pay principal of and interest on such obligations as they become due within the limits prescribed by law; and WHEREAS, the Town now desires to refund such obligations described on Schedule I hereto (such refunded obligations to be hereinafter referred to as the “Refunded Bonds”); and WHEREAS, Chapter 1207, Texas Government Code, as amended (“Chapter 1207”) authorizes the Town to issue refunding bonds for the purpose of refunding or defeasing the Refunded Bonds in advance of their maturities, and to accomplish such refunding or defeasance by depositing directly with a paying agent for the Refunded Bonds (or other qualified escrow agent), the proceeds of such refunding bonds, together with other available funds, in an amount sufficient to provide for the payment or redemption of the Refunded Bonds, and provides that such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Bonds; and WHEREAS, upon the issuance of the refunding bonds herein authorized and the deposit of funds referred to above, the Refunded Bonds and the Reimbursement Obligation (together, the “Refunded Obligations”) shall no longer be regarded as being outstanding, except for the purpose of being paid pursuant to such deposit, and the pledges, liens, trusts and all other covenants, provisions, terms and conditions of the orders authorizing the issuance of the Refunded Bonds and of the Agreement, respectively, and shall be, with respect to the Refunded Obligations, discharged, terminated; and WHEREAS, the Town Council hereby finds and determines that the issuance of the refunding bonds will result in a net present value debt service savings in the amount of $______________ with respect to the Refunded Bonds and that such savings and the refunding contemplated in this Ordinance will benefit the Town and that such benefit is sufficient consideration for the refunding of the Refunded Bonds; and WHEREAS, the Town Council of the Town hereby finds and determines that the issuance and delivery of the bonds hereinafter authorized is in the public interest and the use of the proceeds in the manner herein specified constitutes a valid public purpose; and - 6 - #8101998.2 WHEREAS, the Town Council has found and determined that it is necessary and in the best interests of the Town and its citizens that it issue such bonds authorized by this Ordinance; and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and public notice of the time, place, and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; therefore, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, THAT: ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Ordinance, the following terms shall have the meanings specified below: “Bond” means any of the Bonds. “Bonds” means the bonds authorized to be issued by Section 3.01 of this Ordinance and designated as “Town of Westlake, Texas, General Obligation Refunding Bonds, Series 2021. “Business Day” means a day that is not a Saturday, Sunday, legal holiday or other day on which banking institutions in the Town where the Designated Payment/Transfer Office is located are required or authorized by law or executive order to close. “Closing Date” means the date of the initial delivery of and payment for the Bonds. “Code” means the Internal Revenue Code of 1986, as amended, and, with respect to a specific section thereof, such reference shall be deemed to include (a) the Regulations promulgated under such section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code, and (d) the Regulations promulgated under the provisions described in (b) and (c). “Delivery Date” means the date of delivery of the Bonds to the Purchasers and designated as the initial date of the Bonds by Section 3.02(a) of this Ordinance. “Designated Payment/Transfer Office” means (i) with respect to the initial Paying Agent/Registrar named herein, its office in Dallas, Texas, or at such other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the Town and such successor. “DTC” means The Depository Trust Company of New York, New York, or any successor securities depository. - 7 - #8101998.2 “DTC Participant” means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. “EMMA” means the Electronic Municipal Market Access System. “Escrow Agent” means the U.S. Bank, N.A., Dallas, Texas, or any successor thereto. “Event of Default” means any event of default as defined in Section 10.01 of this Ordinance. “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. “Fiscal Year” means such fiscal year as shall from time to time be set by the Town Council. “Initial Bond” means the initial bond authorized by Section 3.04(d) of this Ordinance. “Interest and Sinking Fund” means the interest and sinking fund established by Section 2.02 of this Ordinance. “Interest Payment Date” means the date or dates upon which interest on the Bonds is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being February 15 and August 15 of each year commencing February 15, 2022. “MSRB” means the Municipal Securities Rulemaking Board. “Ordinance” means this Ordinance. “Owner” means the person who is the registered owner of a Bond or Bonds, as shown in the Register. “Paying Agent/Registrar” means initially U.S. Bank, N.A., Dallas, Texas, or any successor thereto as provided in this Ordinance. “Purchaser(s)” means the initial purchaser(s) of the Bonds as set forth in Section 7.01. “Record Date” means the last Business Day of the month next preceding an Interest Payment Date. “Refunded Bonds” means those bonds of the Town set forth in Schedule I hereto. - 8 - #8101998.2 “Register” means the Register specified in Section 3.06(a) of this Ordinance. “Regulations” means the applicable proposed, temporary or final Treasury Regulations promulgated under the Code or, to the extent applicable to the Code, under the Internal Revenue Code of 1954, as such regulations may be amended or supplemented from time to time. “Representations Letter” means the Blanket Letter of Representations between the Town and DTC. “Rule” means SEC Rule 15c2-12, as amended from time to time. “SEC” means the United States Securities and Exchange Commission. “Special Payment Date” means the Special Payment Date prescribed by Section 3.03(b). “Special Record Date” means the Special Record Date prescribed by Section 3.03(b). “Town” means the Town of Westlake, Texas. “Unclaimed Payments” means money deposited with the Paying Agent/Registrar for the payment of principal of, redemption premium, if any, or interest on the Bonds as the same come due and payable or money set aside for the payment of Bonds duly called for redemption prior to maturity. Section 1.02. Findings. The declarations, determinations, and findings declared, made, and found in the preamble to this Ordinance are hereby adopted, restated, and made a part of the operative provisions hereof. Section 1.03. Table of Contents, Titles, and Headings. The table of contents, titles, and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.04. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. - 9 - #8101998.2 (b) This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. ARTICLE II SECURITY FOR THE BONDS; INTEREST AND SINKING FUND Section 2.01. Payment of the Bonds. (a) Pursuant to the authority granted by the Texas Constitution and laws of the State of Texas, there shall be levied and there is hereby levied for the current year and for each succeeding year thereafter while any of the Bonds or any interest thereon is outstanding and unpaid, an ad valorem tax on each one hundred dollars valuation of taxable property within the Town, at a rate sufficient, within the limit prescribed by law, to pay the debt service requirements of the Bonds, being (i) the interest on the Bonds, and (ii) a sinking fund for their redemption at maturity or a sinking fund of two percent per annum (whichever amount is the greater), when due and payable, full allowance being made for delinquencies and costs of collection. (b) The ad valorem tax thus levied shall be assessed and collected each year against all property appearing on the tax rolls of the Town most recently approved in accordance with law, and the money thus collected shall be deposited as collected to the Interest and Sinking Fund. (c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed irrevocably to the payment of the principal of and interest on the Bonds when and as due and payable in accordance with their terms and this Ordinance. (d) If the liens and provisions of this Ordinance shall be released in a manner permitted by Article XI hereof, then the collection of such ad valorem tax may be suspended or appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be suspended or appropriately reduced, as the facts may permit. In determining the aggregate principal amount of outstanding Bonds, there shall be subtracted the amount of any Bonds that have been duly called for redemption and for which money has been deposited with the Paying Agent/Registrar for such redemption. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01. Authorization. The Town’s bonds to be designated “Town of Westlake, Texas, General Obligation Refunding Bonds, Series 2021” (the “Bonds”), are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, specifically Chapter 1207, Texas Government Code, as amended. The Bonds shall be issued in the aggregate principal - 10 - #8101998.2 amount of $____________ to provide funds to (i) refund the Refunded Bonds and (ii) pay of the costs of issuance of the Bonds. Section 3.02. Date, Denomination, Maturities, and Interest. (a) The Bonds shall be dated August 15, 2021. The Bonds shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral multiple thereof and shall be numbered separately from one upward, except the Initial Bond, which shall be numbered T-1. (b) The Bonds shall mature on February 15 in the years and in the principal amounts set forth in the following schedule: Years Principal Amount Interest Rate Years Principal Amount Interest Rate 2/15/2022 2/15/2035 2/15/2023 2/15/2036 2/15/2024 2/15/2037 2/15/2025 2/15/2038 2/15/2026 2/15/2039 2/15/2027 2/15/2040 2/15/2028 2/15/2041 2/15/2029 2/15/2042 2/15/2030 2/15/2043 2/15/2031 2/15/2044 2/15/2032 2/15/2045 2/15/2033 2/15/2046 2/15/2034 (c) Interest shall accrue and be paid on each Bond respectively until its maturity or prior redemption from the later of the date of delivery of the Bonds to the Purchaser (the “Delivery Date”) or the most recent interest payment date to which interest has been paid or provided for at the rates per annum for each maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on February 15 and August 15 of each year commencing February 15, 2022, and shall be computed on the basis of a 360-day year of twelve 30-day months. Section 3.03. Medium, Method, and Place of Payment. (a) The principal of, redemption premium, if any, and interest on the Bonds shall be paid in lawful money of the United States of America. (b) Interest on the Bonds shall be payable to the Owners as shown in the Register at the close of business on the Record Date; provided, however, in the event of nonpayment of interest on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for such interest payment (a “Special Record Date”) shall be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Town. Notice of the Special Record Date and of the scheduled payment date of the past due - 11 - #8101998.2 interest (the “Special Payment Date,” which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Owner of a Bond appearing on the Register at the close of business on the last Business Day next preceding the date of mailing of such notice. (c) Interest shall be paid by check, dated as of and mailed on the Interest Payment Date, and sent by the Paying Agent/Registrar to each Owner, first class United States mail, postage prepaid, to the address of each Owner as it appears in the Register, or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, that the Owner shall bear all risk and expense of such alternative banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. (d) The principal of each Bond shall be paid to the Owner thereof on the due date, whether at the maturity date or the date of prior redemption thereof upon presentation and surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the Town where the Designated Payment/Transfer Office of the paying Agent/Registrar is located are required or authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due and no additional interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due and payable. (f) Unclaimed Payments shall be segregated in a special escrow account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owners of the Bonds to which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due and, to the extent any such money remains after the retirement of all outstanding Bonds, shall be paid to the Town to be used for any lawful purpose. Thereafter, neither the Town, the Paying Agent/Registrar, nor any other person shall be liable or responsible to any Owners of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to Title 6 of the Texas Property Code. Section 3.04. Execution and Registration of Bonds. (a) The Bonds shall be executed on behalf of the Town by the Mayor and the Town Secretary, by their manual or facsimile signatures, and the official seal of the Town shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said - 12 - #8101998.2 officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of the Town had been manually impressed upon each of the Bonds. (b) In the event that any officer of the Town whose manual or facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bonds shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bonds delivered at the Closing Date shall have attached thereto the Comptroller’s Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be evidence that the Bond has been duly approved by the Attorney General of the State of Texas, that it is a valid and binding obligation of the Town, and that it has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one initial Bond (the “Initial Bond”) representing the entire principal amount of all Bonds, payable in stated installments to the initial purchaser, or its designee, executed by the Mayor and Town Secretary of the Town, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts, will be delivered to the initial purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of the initial purchaser one registered definitive Bond for each year of maturity of the Bonds in the aggregate principal amount of all Bonds for such maturity, registered in the name of Cede & Co., as nominee of DTC. Section 3.05. Ownership. (a) The Town, the Paying Agent/Registrar, and any other person may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment as herein provided (except interest shall be paid to the person in whose name such Bond is registered on the Record Date or Special Record Date, as applicable), and for all other purposes, whether or not such Bond is overdue, and neither the Town nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of a Bond shall be valid and effectual and shall discharge the liability of the Town and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. - 13 - #8101998.2 Section 3.06. Registration, Transfer, and Exchange. (a) So long as any Bonds remain outstanding, the Town shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the “Register”) in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Ordinance. (b) The ownership of a Bond may be transferred only upon the presentation and surrender of the Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in a denomination or denominations of any integral multiple of $5,000, and in an aggregate principal amount equal to the unpaid principal amount of the Bonds presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section. (d) Each exchange Bond delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the Town and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (e) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer, or exchange of a Bond. (f) Neither the Town nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption, in whole or in part, within 45 calendar days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond. Section 3.07. Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall be canceled and proper records made regarding such payment, redemption, exchange, or replacement. The Paying Agent/Registrar shall then return such canceled Bonds to the Town or may in accordance with law dispose of such cancelled Bonds. Section 3.08. Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the Town may execute and, upon the - 14 - #8101998.2 Town’s request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed, or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions, and other variations as the officers of the Town executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The Town, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and shall authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.09. Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Town or the Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first complies with the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction, or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar to save it and the Town harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar, and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the Town and the Paying Agent/Registrar. - 15 - #8101998.2 (c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Town and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost, or expense incurred by the Town or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed, or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond when it becomes due and payable. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual obligation of the Town and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.10. Book-Entry-Only System. (a) Notwithstanding any other provision hereof, upon initial issuance of the Bond, the Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The definitive Bonds shall be initially issued in the form of a single separate bond for each of the maturities thereof. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Town and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Town and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Town and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners as shown in the Register, as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Town’s obligations with respect to payment of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Register, shall receive a certificate evidencing the obligation of the Town to make payments of amounts due pursuant to this Ordinance. Upon - 16 - #8101998.2 delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. (c) The Representations Letter previously executed and delivered by the Town, and applicable to the Town’s obligations delivered in book-entry-only form to DTC as securities depository, is hereby ratified and approved for the Bonds. Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry-Only System. In the event that the Town or the Paying Agent/Registrar determines that DTC is incapable of discharging its responsibilities described herein and in the Representations Letter of the Town to DTC, and that it is in the best interest of the Town and the beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the Town shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants of the availability through DTC of certificated Bonds and cause the Paying Agent/Registrar to transfer one or more separate registered Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. Section 3.12. Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the Representations Letter of the Town to DTC. ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.01. Limitation on Redemption. The Bonds shall be subject to redemption before scheduled maturity only as provided in this Article IV. Section 4.02. Optional Redemption. (a) The Town reserves the option to redeem Bonds maturing on and after February 15, 2031 in whole or any part, before their respective scheduled maturity dates, on - 17 - #8101998.2 February 15, 2030 or on any date thereafter, such redemption date or dates to be fixed by the Town, at a price equal to the principal amount of the Bonds called for redemption plus accrued interest to the date fixed for redemption. (b) If less than all of the Bonds are to be redeemed pursuant to an optional redemption, the Town shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such maturity or maturities and in such principal amounts for redemption. (c) The Town, at least 45 days before the redemption date, unless a shorter period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of Bonds to be redeemed. Section 4.03. Reserved. Section 4.04. Partial Redemption. (a) A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If such a Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Bond as though it were a single Bond for purposes of selection for redemption. (b) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Bond in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. (c) The Paying Agent/Registrar shall promptly notify the Town in writing of the principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed. Section 4.05. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register at the close of business on the Business Day next preceding the date of mailing such notice. (b) The notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. - 18 - #8101998.2 Section 4.06. Payment Upon Redemption. (a) Before or on each redemption date, the Town shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar from the Town and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any, and accrued interest on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption at the Designated Payment/Transfer Office of the Paying Agent/Registrar on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Bond to the date of redemption from the money set aside for such purpose. Section 4.07. Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.05 of this Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Town defaults in its obligation to make provision for the payment of the principal thereof, redemption premium, if any, or accrued interest thereon, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. (b) If the Town shall fail to make provision for payment of all sums due on a redemption date, then any Bond or portion thereof called for redemption shall continue to bear interest at the rate stated on the Bond until due provision is made for the payment of same by the Town. Section 4.08. Conditional Notice of Redemption. The Town reserves the right to give notice of its election or direction to redeem Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date, or (ii) that the Town retains the right to rescind such notice at any time on or prior to the scheduled redemption date if the Town delivers a certificate of the Town to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to conditional redemption and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an event of default. Further, in the case of a conditional notice of redemption, the failure of the Town to make moneys and or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. - 19 - #8101998.2 Section 4.09. Lapse of Payment. Money set aside for the redemption of Bonds and remaining unclaimed by the Owners of such Bonds shall be subject to the provisions of Section 3.03(f) hereof. ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Paying Agent/Registrar. The U.S. Bank, N.A., Dallas, Texas, is hereby appointed as the initial Paying Agent/Registrar for the Bonds. Section 5.02. Qualifications. Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under the laws of the State of Texas, or other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Bonds. Section 5.03. Maintaining Paying Agent/Registrar. (a) At all times while any of the Bonds are outstanding, the Town will maintain a Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the Town and the Paying Agent/Registrar in substantially the form presented at this meeting, such form of agreement being hereby approved. The signature of the Mayor shall be attested by the Town Secretary of the Town. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Town will promptly appoint a replacement. Section 5.04. Termination. The Town, upon not less than sixty (60) days’ notice, reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination. Section 5.05. Notice of Change to Owners. Promptly upon each change in the entity serving as Paying Agent/Registrar, the Town will cause notice of the change to be sent to each Owner by first class United States mail, postage prepaid, at the address thereof in the Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar. - 20 - #8101998.2 Section 5.06. Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent/Registrar and executing the Paying Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby. Section 5.07. Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE BONDS Section 6.01. Form Generally. (a) The Bonds, including the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Bond of the Paying Agent/Registrar, and the Assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the Town or by the officers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The definitive Bonds, if any, shall be typewritten, photocopied, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. Section 6.02. Form of the Bonds. The form of the Bonds, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as follows: - 21 - #8101998.2 (a) Form of Bond. REGISTERED No. _________ REGISTERED $_________ United States of America State of Texas Counties of Tarrant and Denton TOWN OF WESTLAKE, TEXAS GENERAL OBLIGATION REFUNDING BOND SERIES 2021 INTEREST RATE: MATURITY DATE: DELIVERY DATE: CUSIP NUMBER: ______% February 15, ____ September 23, 2021 ______ ___ The Town of Westlake (the “Town”), in the Counties of Tarrant and Denton, State of Texas, for value received, hereby promises to pay to _____________________________ or registered assigns, on the Maturity Date specified above, the sum of _______________________ DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been provided for, and to pay interest on such principal amount from the later of Delivery Date specified above or the most recent interest payment date to which interest has been paid or provided for until payment of such principal amount has been provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on February 15 and August 15 of each year, commencing February 15, 2022. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the designated office in Dallas, Texas, of U.S. Bank, N.A., as Paying Agent/Registrar (the “Designated Payment/Transfer Office”), or, with respect to a successor paying agent/registrar, at the Designated Payment/Transfer Office of such successor Paying Agent/Registrar. Interest on this Bond is payable by check dated as of the interest payment date, and will be mailed by the Paying Agent/Registrar to the registered owner at the address shown on the registration books kept by the Paying Agent/Registrar or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the registered owner; provided, however, such registered owner shall bear all risk and expenses of such customary banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is registered at the close of business on the “Record Date,” which shall be - 22 - #8101998.2 the last business day of the month next preceding such interest payment date; provided, however, that in the event of nonpayment of interest on a scheduled payment date and for 30 days thereafter, a new record date for such interest payment (a “Special Record Date”) shall be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Town. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the “Special Payment Date,” which date shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. If the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the Town where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due and no additional interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due and payable. This Bond is dated August 15, 2021 and is one of a series of fully registered bonds specified in the title hereof issued in the aggregate principal amount of $_____________ (herein referred to as the “Bonds”), issued pursuant to a certain ordinance of the Town (the “Ordinance”) for the purpose of refunding a portion of the Town’s outstanding debt and to pay the costs and expenses associated with issuing the Bonds. The Town has reserved the option to redeem the Bonds maturing on or after February 15, 2031, in whole or in part, before their respective scheduled maturity dates, on February 15, 2030, or on any date thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus accrued interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the Town shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot or other customary method that results in a random selection the Bonds, or portions thereof, within such maturity and in such principal amounts, for redemption. Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice; from and after such date, notwithstanding that any of the Bonds or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue. The Town reserves the right to give notice of its election or direction to redeem Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such - 23 - #8101998.2 other entity as may be authorized by law, no later than the redemption date, or (ii) that the Town retains the right to rescind such notice at any time on or prior to the scheduled redemption date if the Town delivers a certificate of the Town to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to conditional notice of redemption and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an event of default. Further, in the case of a conditional redemption, the failure of the Town to make moneys and or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. As provided in the Ordinance, and subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Town for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar; thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the Town nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The Town, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered on the Record Date, or the Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the Town nor the Paying Agent/Registrar shall be affected by notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law, and has been authorized by a vote of the properly qualified electors of the Town; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that ad valorem taxes upon all taxable property in the Town have been levied for and pledged to the payment of the debt service requirements of the Bonds, within the limit prescribed by law; and that the total indebtedness of the Town, including the Bonds, does not exceed any constitutional or statutory limitation. - 24 - #8101998.2 IN WITNESS WHEREOF, the Town has caused this Bond to be executed by the manual or facsimile signature of the Mayor of the Town and countersigned by the manual or facsimile signature of the Town Secretary, and the official seal of the Town has been duly impressed or placed in facsimile on this Bond. ____________________________________ Mayor, Town of Westlake, Texas ____________________________________ Town Secretary, Town of Westlake, Texas [SEAL] (b) Form of Comptroller’s Registration Certificate. The following Comptroller’s Registration Certificate may be deleted from the definitive Bonds if such certificate on the Initial Bond is fully executed. OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. ____________ OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the Town of Westlake, Texas; and that this Bond has this day been registered by me. Witness my hand and seal of office at Austin, Texas, _____________________. ____________________________________ Comptroller of Public Accounts of the State of Texas - 25 - #8101998.2 (c) Form of Certificate of Paying Agent/Registrar. The following Certificate of Paying Agent/Registrar may be deleted from each Initial Bond if the Comptroller’s Registration Certificate appears thereon. CERTIFICATE OF PAYING AGENT/REGISTRAR The records of the Paying Agent/Registrar show that the Initial Bond of this series of Bonds was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas, and that this is one of the Bonds referred to in the within-mentioned Ordinance. _________________________________ U.S. BANK, N.A., as Paying Agent/Registrar Dated: ________________ By: ________________________________ Authorized Signatory (d) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): __________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Social Security or other identifying number: ____________________) the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints ____________________ attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Dated: __________________ Signature Guaranteed By: ____________________________________ ____________________________________ Authorized Signatory ____________________________________ NOTICE: The Signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. (e) The Initial Bond shall be in the form set forth in subsections (a) through (d) of this Section, except for the following alterations: - 26 - #8101998.2 (i) immediately under the name of the Bond, the headings “INTEREST RATE,” and “MATURITY DATE” shall both be completed with the words “As Shown Below” and the words “CUSIP NO.” shall be deleted; (ii) in the first paragraph of the Bond, the words “on the Maturity Date specified above, the sum of ____________________ DOLLARS” shall be deleted and the following will be inserted: “on the fifteenth day of February in the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Year Principal Amount Interest Rate (Information to be inserted from Section 3.02(c) hereof). (iii) the Initial Bond shall be numbered T-1. Section 6.03. CUSIP Registration. The Town may secure identification numbers through the CUSIP Service Bureau managed by S & P Global IQ behalf of the American Bankers Association, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect in regard to the legality thereof and neither the Town nor the attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Section 6.04. Legal Opinion. The approving legal opinion of Bracewell LLP, Bond Counsel, may be attached to or printed on the reverse side of each Bond over the certification of the Town Secretary of the Town, which may be executed in facsimile. Section 6.05. Statement Insurance. A statement relating to a municipal bond insurance policy, if any, to be issued for the Bonds, may be printed on each Bond. ARTICLE VII SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS; FLOW OF FUNDS Section 7.01. Sale of Bonds; Official Statement. (a) The Bonds, having been duly advertised and offered for sale at competitive bid, are hereby officially sold and awarded to ______________ (the “Purchaser”) for a purchase price equal to the principal amount thereof, plus a cash premium of $_____________, being the bid which produced the lowest true interest cost to the Town. The Initial Bond shall be registered in the name of the Purchaser or its designee. - 27 - #8101998.2 (b) The form and substance of the Preliminary Official Statement and any addenda, supplement or amendment thereto, are hereby in all respects approved and adopted and is hereby deemed final as of its date within the meaning and for the purposes of paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The Mayor and Town Secretary are hereby authorized and directed to cause to be prepared a final Official Statement (the “Official Statement”) incorporating applicable pricing information pertaining to the Bonds, and to execute the same by manual or facsimile signature and deliver appropriate numbers of executed copies thereof to the Purchaser. The Official Statement as thus approved and delivered, with such appropriate variations as shall be approved by the Mayor and the Purchaser, may be used by the Purchaser in the public offering and sale thereof. The Town Secretary is hereby authorized and directed to include and maintain a copy of the Official Statement and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Official Statement, and the preliminary public offering of the Bonds by the Purchaser, is hereby ratified, approved and confirmed. (c) All officers of the Town are authorized to execute such documents, certificates and receipts as they may deem appropriate in order to consummate the delivery of the Bonds in accordance with the terms of sale therefor. Further, in connection with the submission of the record of proceedings for the Bonds to the Attorney General of the State of Texas for examination and approval of such Bonds, the appropriate officer of the Town is hereby authorized and directed to issue a check of the Town payable to the Attorney General of the State of Texas as a nonrefundable examination fee in the amount required by Chapter 1202, Texas Government Code (such amount per series to be the lesser of (i) 1/10th of 1% of the principal amount of such series of the Bonds or (ii) $9,500.) (d) The obligation of the Purchaser to accept delivery of the Bonds is subject to the Purchaser being furnished with the final, approving opinion of Bracewell LLP, bond counsel for the Town, which opinion shall be dated and delivered the Closing Date. Section 7.02. Control and Delivery of Bonds. (a) The Mayor of the Town is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining thereto pending investigation, examination, and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts, delivery of the Bonds shall be made to the Purchaser or a representative thereof under and subject to the general supervision and direction of the Mayor, against receipt by the Town of all amounts due to the Town under the terms of sale. (c) In the event the Mayor or Town Secretary is absent or otherwise unable to execute any document or take any action authorized herein, the Mayor Pro Tem and the Assistant Town Secretary, respectively, shall be authorized to execute such documents and take such actions, and the performance of such duties by the Mayor Pro Tem and the Assistant Town Secretary shall for - 28 - #8101998.2 the purposes of this Ordinance have the same force and effect as if such duties were performed by the Mayor and Town Secretary, respectively. ARTICLE VIII CREATION OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; INVESTMENTS Section 8.01. Creation of Funds. (a) The Town hereby establishes the following special funds or accounts: (i) The Town of Westlake, Texas, General Obligation Refunding Bonds, Series 2021, Interest and Sinking Fund (b) This fund or account shall be maintained at an official depository of the Town. Section 8.02. Interest and Sinking Fund. (a) The taxes levied under Section 2.01 shall be deposited to the credit of the Interest and Sinking Fund at such times and in such amounts as necessary for the timely payment of the principal of and interest on the Bonds. (b) If the amount of money in the Interest and Sinking Fund is at least equal to the aggregate principal amount of the outstanding Bonds plus the aggregate amount of interest due and that will become due and payable on such Bonds, no further deposits to that fund need be made. (c) Money on deposit in the Interest and Sinking Fund shall be used to pay the principal of and interest on the Bonds as such become due and payable. Section 8.03. Security of Funds. All moneys on deposit in the funds referred to in this Ordinance shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and moneys on deposit in such funds shall be used only for the purposes permitted by this Ordinance. Section 8.04. Deposit of Proceeds. (a) Proceeds of the Bonds in the amount of $_________________, shall be deposited with the paying agent/registrar for the Refunded Bonds pursuant to a deposit agreement, and, to the extent not otherwise provided for, to pay all expenses arising in connection with the refunding of the Refunded Bonds. (b) The remaining proceeds of the Bonds shall be deposited to a special fund, such moneys to be dedicated and used for paying the costs of issuance. Any amounts remaining after the payment of the costs of issuance shall be deposited to the Interest and Sinking Fund. - 29 - #8101998.2 Section 8.05. Investments. (a) Money in the Interest and Sinking Fund created by this Ordinance, at the option of the Town, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which such money is so invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the fund from which the investment was made. Section 8.06. Investment Income. (a) Interest and income derived from investment of the Interest and Sinking Fund be credited to such fund. (b) Interest and income derived from investment of the funds to be deposited pursuant to Section 7.03(b) hereof shall be credited to the account where deposited until the acquisition or construction of said projects is completed and thereafter, to the extent such interest and income are present, such interest and income shall be deposited to the Interest and Sinking Fund. ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.01. Payment of the Bonds. On or before each Interest Payment Date for the Bonds and while any of the Bonds are outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Interest and Sinking Fund, money sufficient to pay such interest on and principal of, redemption premium, if any, and interest on the Bonds as will accrue or mature on the applicable Interest Payment Date, maturity date and, if applicable, on a date of prior redemption. Section 9.02. Other Representations and Covenants. (a) The Town will faithfully perform, at all times, any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in each Bond; the Town will promptly pay or cause to be paid the principal of, redemption premium, if any, and interest on each Bond on the dates and at the places and manner prescribed in such Bond; and the Town will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The Town is duly authorized under the laws of the State of Texas to issue the Bonds; all action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the Town in accordance with their terms. - 30 - #8101998.2 Section 9.03. Federal Income Tax Matters. (a) General. The Town covenants not to take any action or omit to take any action that, if taken or omitted, would cause the interest on the Bonds to be includable in gross income for federal income tax purposes. In furtherance thereof, the Town covenants to comply with sections 103 and 141 through 150 of the Code and the provisions set forth in the Federal Tax Certificate executed by the Town in connection with the Bonds. (b) No Private Activity Bonds. The Town covenants that it will use the proceeds of the Bonds (including investment income) and the property financed, directly or indirectly, with such proceeds so that the Bonds will not be “private activity bonds” within the meaning of section 141 of the Code. Furthermore, the Town will not take a deliberate action (as defined in section 1.141-2(d)(3) of the Regulations) that causes the Bonds to be a “private activity bond” unless it takes a remedial action permitted by section 1.141-12 of the Regulations. (c) No Federal Guarantee. The Town covenants not to take any action or omit to take any action that, if taken or omitted, would cause the Bonds to be “federally guaranteed” within the meaning of section 149(b) of the Code, except as permitted by section 149(b)(3) of the Code. (d) No Hedge Bonds. The Town covenants not to take any action or omit to take action that, if taken or omitted, would cause the Bonds to be “hedge bonds” within the meaning of section 149(g) of the Code. (e) No Arbitrage. The Town covenants that it will make such use of the proceeds of the Bonds (including investment income) and regulate the investment of such proceeds of the Bonds so that the Bonds will not be “arbitrage bonds” within the meaning of section 148(a) of the Code. (f) Required Rebate. The Town covenants that, if the Town does not qualify for an exception to the requirements of section 148(f) of the Code, the Town will comply with the requirement that certain amounts earned by the Town on the investment of the gross proceeds of the Bonds, be rebated to the United States. (g) Information Reporting. The Town covenants to file or cause to be filed with the Secretary of the Treasury an information statement concerning the Bonds in accordance with section 149(e) of the Code. (h) Record Retention. The Town covenants to retain all material records relating to the expenditure of the proceeds (including investment income) of the Refunded Bonds and the Bonds and the use of the property financed, directly or indirectly, thereby until three years after the last Bond is redeemed or paid at maturity (or such other period as provided by subsequent guidance issued by the Department of the Treasury) in a manner that ensures their complete access throughout such retention period. (i) Registration. If the Bonds are “registration-required bonds” under section 149(a)(2) of the Code, the Bonds will be issued in registered form. - 31 - #8101998.2 (j) Favorable Opinion of Bond Counsel. Notwithstanding the foregoing, the Town will not be required to comply with any of the federal tax covenants set forth above if the Town has received an opinion of nationally recognized bond counsel that such noncompliance will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes. (k) Continuing Obligation. Notwithstanding any other provision of this Order, the Town’s obligations under the federal tax covenants set forth above will survive the defeasance and discharge of the Bonds for as long as such matters are relevant to the excludability of interest on the Bonds from gross income for federal income tax purposes. (l) Qualified Tax-Exempt Obligations. The Town hereby designates the Bonds as “qualified tax-exempt obligations” for purposes of section 265(b) of the Code. In connection therewith, the Town represents that (i) the aggregate amount of tax-exempt obligations (including the Bonds) issued by the Town in the same calendar year as the Bonds that have been designated as “qualified tax-exempt obligations” under section 265(b)(3) of the Code does not exceed $10,000,000 and (ii) the reasonably anticipated amount of tax-exempt obligations (including the Bonds) that will be issued by the Town in the same calendar year as the Bonds will not exceed $10,000,000. The term “tax-exempt obligation” does not include (i) “private activity bonds” within the meaning of section 141 of the Code, other than “qualified 501(c)(3) bonds” within the meaning of section 145 of the Code or (ii) obligations issued to currently refund any obligation to the extent that the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation. In addition, the Town includes all entities that are aggregated with the Town under the Code. ARTICLE X DEFAULT AND REMEDIES Section 10.01. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of, redemption premium, if any, or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement, or obligation of the Town, which default materially and adversely affects the rights of the Owners, including but not limited to their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of sixty (60) days after notice of such default is given by any Owner to the Town. Section 10.02. Remedies for Default. (a) Upon the happening of any Event of Default, then any Owner or an authorized representative thereof, including but not limited to a trustee or trustees therefor, may proceed against the Town for the purpose of protecting and enforcing the rights of the Owners under this - 32 - #8101998.2 Ordinance by mandamus or other suit, action or special proceeding in equity or at law in any court of competent jurisdiction for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Owners hereunder or any combination of such remedies. (b) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Owners of Bonds then outstanding. Section 10.03. Remedies Not Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. ARTICLE XI DISCHARGE Section 11.01. Discharge. The Bonds may be defeased, discharged or refunded in any manner permitted by applicable law. ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.01. Annual Reports. (a) The Town shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the Town, financial information and operating data with respect to the Town of the general type included in the final Official Statement, being information described in the Tables numbered 1 through 6 and 8 through 15, including financial statements of the Town if audited financial statements of the Town are then available, and (2) if not provided as part such financial information and operating data, audited financial statements of the Town, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles appended to the Official Statement, or such other accounting principles as the Town may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the Town commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the Town shall - 33 - #8101998.2 file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. (b) If the Town changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Town otherwise would be required to provide financial information and operating data pursuant to this Section. (c) The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific referenced to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Section 12.02. Material Event Notices. (a) The Town shall notify the MSRB, in a timely manner not in excess of ten (10) Business Days after the occurrence of the event, of any of the following events with respect to the Bonds: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (vii) Modifications to rights of holders of the Bonds, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the Town; - 34 - #8101998.2 (xiii) The consummation of a merger, consolidation, or acquisition involving the Town or the sale of all or substantially all of the assets of the Town, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (xiv) Appointment of a successor Paying Agent/Registrar or change in the name of the Paying Agent/Registrar, if material. (xv) incurrence of a financial obligation of the Town, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Town, any of which affect security holders, if material; and (xvi) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the Town, any of which reflect financial difficulties. For these purposes, any event described in the immediately preceding clause (xii) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Town in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Town, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets of business of the Town; and the Town intends the words used in the immediately preceding paragraphs (xv) and (xvi) and the definition of financial obligations in those sections to have the same meanings as when they are used in rule and sec release no. 34-83885, dated August 20, 2018. (b) The Town shall provide to the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, notice of a failure by the Town to provide required annual financial information and notices of material events in accordance with Sections 12.01 and 12.02. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. Section 12.03. Limitations, Disclaimers and Amendments. (a) The Town shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the Town remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that the Town in any event will give notice of any redemption calls and any defeasances that cause the Town to be no longer an “obligated person.” (b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Town undertakes - 35 - #8101998.2 to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Town’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The Town does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE TOWN BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE TOWN, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (c) No default by the Town in observing or performing its obligations under this Article shall constitute a breach of or default under the Ordinance for purposes of any other provisions of this Ordinance. (d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the Town under federal and state securities laws. (e) The provisions of this Article may be amended by the Town from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Town, but only if (i) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal amount (or any greater amount required by any other provisions of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (B) an entity or individual person that is unaffiliated with the Town (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Owners and beneficial owners of the Bonds. If the Town so amends the provisions of this Article, it shall include with any amended financial information or operating data next provided in accordance with Section 12.01 an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in type of financial information or operating data so provide. - 36 - #8101998.2 ARTICLE XIII AMENDMENTS Section 13.01. Amendments. This Ordinance shall constitute a contract with the Owners, be binding on the Town, and shall not be amended or repealed by the Town so long as any Bond remains outstanding except as permitted in this Section. The Town may, without consent of or notice to any Owners, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Town may, with the written consent of the Owners of the Bonds holding a majority in aggregate principal amount of the Bonds then outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Owners of outstanding Bonds, no such amendment, addition, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (ii) give any preference to any Bond over any other Bond, or (iii) reduce the aggregate principal amount of Bonds required to be held by Owners for consent to any such amendment, addition, or rescission. ARTICLE XIV MISCELLANEOUS Section 14.01. Changes to Ordinance. The Mayor and Director of Finance, in consultation with Bond Counsel, are hereby authorized to make changes to the terms of this Ordinance if necessary or desirable to carry out the purposes hereof or in connection with the approval of the issuance of the Bonds by the Attorney General of Texas. Section 14.02. Partial Invalidity. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of the Ordinance. Section 14.03. No Personal Liability. No recourse shall be had for payment of the principal of or interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official or employee of the Town or any person executing any Bonds. - 37 - #8101998.2 ARTICLE XV REDEMPTION OF REFUNDED OBLIGATIONS; DEPOSIT AGREEMENT; Section 15.01. Payment of Paying Agent. Prior to the Closing Date, the Town shall ascertain from the paying agent for the Refunded Bonds the amount of all future fees and expenses for its paying agent services with respect to the Refunded Bonds. Concurrently with the sale and delivery of the Bonds, the Town shall cause an amount sufficient to pay such future fees and expenses to be paid to each such paying agent. Section 15.02. Deposit Agreement. The Deposit Agreement between the Town and the paying agent for the Refunded Bonds, in substantially the form presented at this meeting, and its execution and delivery by the Mayor is hereby authorized and approved. The signature of the Mayor shall be attested by the Town Secretary. Section 15.03. Payment of Refunded Obligations; Redemption of Refunded Obligations. (a) Following the deposits as herein specified, the Refunded Bonds shall be payable solely from and secured by the cash and securities on deposit with the paying agent for the Refunded Bonds for the purpose of refunding the Refunded Bonds and shall cease to be payable from ad valorem taxes, and firm banking and financial arrangements shall have been made for the discharge and final payment or redemption of the Refunded Bonds pursuant to Chapter 1207. The Refunded Bonds are hereby called for redemption prior to maturity on the dates and at the redemption prices set forth in the Schedule I attached hereto. The Town Secretary hereby authorized and directed to cause to be delivered to the paying agent/registrar for the Refunded Bonds a certified copy of this Ordinance calling the Refunded Bonds for redemption. The delivery of this Ordinance to the paying agent for the Refunded Bonds shall constitute the giving of notice of redemption to the paying agent for the Refunded Bonds and such paying agent is hereby authorized and directed to give notice of redemption to the owners of the Refunded Bonds in accordance with the requirements of the ordinance authorizing the issuance thereof. (b) The Reimbursement Obligation shall be paid in full and defeased with the proceeds of the Bonds. - 38 - #8101998.2 ARTICLE XVI EFFECTIVENESS Section 16.01. Effectiveness. This Ordinance shall take effect immediately from and after its passage. APPROVED AND ADOPTED this August 23, 2021. #8101998.2 SCHEDULE OF REFUNDED OBLIGATIONS General Obligation Refunding Bonds, Series 2011 Original Dated Date Original Maturity Interest Rate Principal Amount Outstanding Principal Amount Refunded 12/1/2011 2/15/2022 3.000% $ 770,000 $ 770,000 2/15/2023 3.000% 790,000 790,000 2/15/2024 3.500% 820,000 820,000 2/15/2025 3.500% 260,000 260,000 2/15/2026 3.500% 260,000 260,000 2/15/2027 4.000% 275,000 275,000 2/15/2028 4.000% 290,000 290,000 $ 3,465,000 $ 3,465,000 The 2022 – 2028 maturities will be redeemed prior to original maturity on September 28, 2012 at par. Combination Tax and Revenue Certificates of Obligation, Series 2011 Original Dated Date Original Maturity Interest Rate Principal Amount Outstanding Principal Amount Refunded 3/1/2011 2/15/2022 2.400% $ 96,000 $ 96,000 2/15/2023 2.400% 101,000 101,000 2/15/2024 2.400% 106,000 106,000 2/15/2025 2.400% 111,000 111,000 2/15/2026 2.400% 117,000 117,000 2/15/2027 2.400% 123,000 123,000 2/15/2028 2.400% 129,000 129,000 2/15/2029 2.400% 136,000 136,000 2/15/2030 2.400% 143,000 143,000 2/15/2031 2.400% 150,000 150,000 $ 1,212,000 $ 1,212,000 The 2022 – 2031 maturities will be redeemed prior to original maturity on September 28, 2021 at par. Rating Action S&P Global Ratings assigned its 'AAA' rating to Westlake, Texas' proposed $19.43 million series 2021 general obligation (GO) refunding bonds and proposed $3.4 million certificates of obligation. At the same time, S&P Global Ratings has affirmed the ‘AAA’ rating on Westlake’s debt outstanding. The outlook on all ratings is stable. The bonds are secured by the town's direct and continuing annual ad valorem tax, levied within the limits prescribed by law, on all taxable property within the town. The maximum allowable rate in Texas is $2.50 per $100 of assessed value (AV) for all purposes with the portion dedicated to debt service limited to $1.50. The town's levy is well below the maximum, at 16.7 cents, 0.43 cents of which is for debt service. We rate the bonds under our GO criteria because we do not differentiate between the town's limited- and unlimited-tax pledges due to its tax rate flexibility, very strong liquidity, and high investment-grade debt. Officials intend to use series 20121 bond proceeds to refund a portion of the town's existing debt (series 2011 GO and COs) for present value savings and the COs will be used to finance public works projects. A limited pledge of net waterworks and sewer system revenue--not to exceed $1,000--further secures the certificates. Given the limited nature of the additional pledged revenue, the ratings on these obligations reflect the strength of the town's ad valorem tax pledge. Westlake's GO debt is eligible to be rated above the sovereign because we assess the town can maintain better credit characteristics than the U.S. in a stress scenario. Under our criteria "Ratings Above the Sovereign--Corporate and Government Ratings: Methodology And Assumptions" (published Nov. 19, 2013), U.S. local governments are considered to have moderate sensitivity to country risk. The town's GO pledge is the primary source of security on the debt; this severely limits the possibility of negative sovereign intervention in the payment of the debt or in the town's operations. The institutional framework in the U.S. is predictable for local governments, allowing them significant autonomy and independent treasury management, and has no history of government intervention. Westlake has considerable financial flexibility, as demonstrated by its very strong general fund balance as a percentage of expenditures, as well as very strong liquidity. Credit overview The town of Westlake is favorably located northwest of Dallas, with both commercial and residential developments contributing to a growing tax base, with 38% growth from fiscal 2020 to fiscal 2022. The expectation is that the tax base will continue to grow with the completion of the mixed-use development, Entrada, by an estimated $300 million, and with the development of the remaining 60% of the land. Despite a reliance on sales tax revenues, the town has maintained very strong reserves and financial performance, managing swings in revenues (both sales and hotel occupancy) during the pandemic, reflective of good financial practices and policies. Offsetting these credit strengths, the town has an elevated debt profile, but which we believe is affordable given the size of the tax base and expectation for future growth and lack of near-term borrowing plans. The rating reflects our opinion of the town's: • Very strong economy, with access to a broad and diverse metropolitan statistical area (MSA); • Strong management, with good financial policies and practices under our Financial Management Assessment (FMA) methodology; • Strong budgetary performance, closing with operating surpluses in the general fund and at the total governmental fund level in fiscal 2020; • Very strong budgetary flexibility, with a high available fund balance in fiscal 2020 of 166% of operating expenditures; • Very strong liquidity, with total government available cash at 100.6% of total governmental fund expenditures and 8.0x governmental debt service, and access to external liquidity we consider strong; • Very weak debt and contingent liability profile, with debt service carrying charges at 12.6% of expenditures and net direct debt that is 208.1% of total governmental fund revenue; and • Strong institutional framework score. Environmental, social, and governance (ESG) factors We analyzed the town's environmental, social, and governance risks relative to its economy, management, financial measures, and debt and liability profile, and determined that all are in line with our view of the sector standard. Stable Outlook Downside scenario We could lower the rating if the town were to experience multi-year financial deterioration resulting in a material reduction of available reserves, coupled with an elevated debt profile, and weakening economic characteristics. Very strong economy We consider Westlake's economy very strong. The town, with an estimated population of 1,310, is located in Denton and Tarrant counties in the Dallas-Fort Worth-Arlington MSA, which we consider to be broad and diverse. The town has a projected per capita effective buying income of 271% of the national level, which we view as extremely high, and a positive credit factor and per capita market value of $1.3 million. Overall, the town's market value grew by 38.5% over the past year to $1.6 billion in 2021. The weight- averaged unemployment rate of the counties was 7.3% in 2020. Its favorable location among the three leading regional cities offers residents several employment opportunities, including nearby Dallas-Fort Worth International Airport and Fort Worth's Alliance Gateway Airport. The town's tax base, while predominantly residential, also has a significant commercial base as well, making up approximately 51%, and 27% of 2021 assessed value, respectively. According to representatives, the town has five residential developments with entitlements to approximately 200 homes, with an expected price range of $2.5 million to $7 million. Overall, the average house price in the town has increased from $.5 million in 2017 to $2 million. Additionally, the town has a mixed-used development, Entrada, with 322 residential units with an estimated value of $1 million each and approximately one million square feet of commercial entitlement (retail, hotel, and office spaces). The town's commercial presence includes major employers and taxpayers such as Deloitte University, an international training facility for Deloitte; Fidelity; Charles Schwab corporate headquarters, newly established in the last three years; and the Solana complex. The Solana mixed-use complex contains several offices, eateries, and a hotel. Continued growth in these sectors has supported significant cumulative AV growth over the last five years to $1.3 billion. We expect growth to continue as the town has approximately 60% of land available for development. Town officials attribute residential demand to the town's favorable location as well as the opening of a local charter school, Westlake Academy, which is operated by the town’s management and funded through the town. The large commercial presence contributes to the town's concentrated tax base; however, officials have no concerns with any of the town's leading taxpayers and employers. Additionally, continued economic expansion has resulted in the improvement of tax base concentration from 38% in fiscal 2017 to 31% in fiscal 2021. We anticipate further planned residential and commercial construction to continue to support local tax base growth and further diversification over the next two years. Strong management We view the town's management as strong, with good financial policies and practices under our FMA methodology, indicating financial practices exist in most areas, but that government officials might not formalize or monitor all of them regularly. Highlights of the town's practices include its: • Revenue and expenditure assumptions based, in part, on five years of historical trends and estimates of the town's needs; • Quarterly budget reports to the city council on a year-to-date comparison of the budget and amendments performed as needed; • Formal investment policy that management reviews annually with quarterly reports on investment performance and holdings to the council; • Formal long term financial plan and five-year forecast of revenue and expenditures across all funds; • Rolling five-year capital plan that identifies funding sources and uses; and • Formal minimum general fund balance policy of maintaining 180 days' operating expenditures in available fund balance, though preference is to hold 300 days. The town currently lacks a comprehensive debt management policy. Strong budgetary performance Westlake's budgetary performance is strong in our opinion. The town had operating surpluses of 13.8% of expenditures in the general fund and 4.0% across all governmental funds in fiscal 2020. Our view of the town’s budgetary performance includes adjustments made to account for recurring transfers in and out in each of the last three audited years. In fiscal 2020, Westlake posted strong operating results, with a $1.4 million general fund surplus. Sales tax is the town's leading revenue source followed by franchise tax, accounting for 64% and 19% of general fund revenue, respectively. Property taxes account for less than 1% of revenues in the general fund. Solid gains in year-over-year sales tax collections in 2018 and 2019 have given way to fluctuations in more recent years. Management notes that although sales tax, hotel occupancy tax, and user development fees were down, 8%, 57%, and 66%, respectively, in 2020 due to the pandemic, property taxes increased 23% in the same period, partially offsetting some losses. Management also notes that these fees are rebounding and improving consistently in the current year. The town conservatively budgeted for a total governmental deficit in fiscal 2021 due to the uncertainties surrounding the pandemic However, the town’s historical operational performance has demonstrated the ability to exceed budgeted expectations and per the most recent budget report, the town is expecting a modest surplus in the general fund at fiscal year-end. For fiscal 2022, the town is budgeted for a 6% increase in revenues and 2% increase in expenditures, indicating another year of positive performance. Based on the town’s historical performance, rebounding revenue sources, and the addition of federal stimulus funds, we expect the town’s financial performance to remain consistent in the near term. Very Strong budgetary flexibility Westlake currently maintains available fund balances of more than 75% of expenditures, which we believe to be exceptional. Management has maintained available fund balances of more than 100% of expenditures in each of the last three audited fiscal years. Officials are projecting the fund balance ratio will remain more than 100% in fiscal years 2021 and 2022. Based on projections, we do not expect the budgetary flexibility score to decrease below what we consider a very strong level. Flexibility is additionally supported by the town's formal fund balance policy equal to a minimum of 180 days of operating expenses. Very strong liquidity In our opinion, Westlake's liquidity is very strong, with total government available cash at 1x of total governmental fund expenditures and 8.0x governmental debt service in 2020. In our view, the town has strong access to external liquidity if necessary. The town has demonstrated its access to external liquidity through its frequent debt issuance over the past two decades. As of Sept. 30, 2020, investments were primarily held in mutual funds, with a small portion in TexPool, the state's local government investment pool. We do not consider these investments to be aggressive. The town of Westlake has privately placed three series of debt totaling $5.2 million in debt. These series include 2017 tax notes, series 2011 COs, and a capital lease. The legal documents for this debt include standard events of default, and do not include acceleration of principal or default rates as remedi es for default. Therefore, we do not consider this debt to be a contingent liability risk. Very weak debt and contingent liability profile In our view, Westlake's debt and contingent liability profile is very weak. Total governmental fund debt service is 12.6% of total governmental fund expenditures, and net direct debt is 208.1% of total governmental fund revenue. Following this issuance, the town will have approximately $49.8 million outstanding limited tax debt, The town has no authorized but unissued debt after this issuance, and they do not have plans to get voter authorization for additional debt at this time. Given the lack of near-term borrowing plans, we anticipate the town debt profile to remain stable. Pension and other post-employment benefits (OPEB) We do not view pension and OPEB liabilities as a source of credit risk for the town, as required contributions currently represent an affordable share of total governmental expenditures. The town participates in: • Texas Municipal Retirement System (TMRS): 84.9% funded with a net pension liability of $1.4 million as of Dec. 31, 2019. • Texas Retirement System (TRS): 75.5% funded with a net pension liability of $1.5 million as of Dec. 31, 2019. • The town also participates in the TMRS supplemental death benefits fund, offering term life insurance to retirees. However, the town's participation in the plan is voluntary and can be discontinued in any year at council discretion. Therefore, we do not view OPEB liabilities as a credit risk. • Texas Public School Retired Employees' Group Insurance program (TRS-Care), which provides health insurance coverage to members of the TRS pension plan is 4.99% funded and the town has a proportionate share of the net OPEB liability of $2.3 million. TMRS' and TRS’ actuarially determined contributions fell short of our minimum funding progress (MFP) metric. The MFP metric assesses whether the most recent employer and employee contributions cover total service cost, plus unfunded interest cost, plus one-thirtieth of the principal. When MFP is achieved, it indicates that an issuer has a strong funding discipline that aims to ensure timely progress on reducing its plans' liabilities. The plans use certain assumptions that could increase contribution volatility, including 6.75% and 7.25% discount rates, respectively, which we view as aggressive, though there are other offsetting factors. For more information on pensions, see "Pension Spotlight: Texas," published Feb. 25, 2020. Despite the potential for contribution volatility, we expect strong reserves would allow the town to absorb the increases with minimal disruption to financial performance in the near term. Westlake's combined required pension and actual other postemployment benefit (OPEB) contributions totaled 3.2% of total governmental fund expenditures in 2020. The town made its full required pension contribution in 2020. Strong institutional framework The institutional framework score for Texas municipalities is strong. Page 1 of 3 TOWN COUNCIL AGENDA ITEM Regular Meeting - Action Item Monday, August 23, 2021 TOPIC: Consider an ordinance authorizing the issuance of combination tax and revenue Certificates of Obligation, series 2021; levying a tax, and providing for the security for and payment of said certificates; awarding the sale of the certificates; authorizing the execution and delivery of a paying agent agreement; approving the official statement; enacting other provisions relating to the subject; and declaring an effective date. STAFF: Ginger Awtry, Finance Director STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Transparent / Integrity- driven Government Municipal & Academic Operations High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Increase Transparency, Accessibility & Communications SUMMARY As you will recall, Town staff presented the proposed a Certificate of Obligation bond issuance that would be considered during the August 23rd Town Council meeting. The proposed bond issuance would fund Capital Projects identified in the 2021-2025 CIP The Town’s current Adopted Capital Improvement Plan (2020-2024) was approved in 2019 with the Town Budget. The Capital Improvement Plan (CIP) presents the Town’s plan for infrastructure development and improvements and is evaluated annually by the Town leadership to determine the financial availability of resources for design, construction, operations, and maintenance. Balancing these priorities, while at the same time being cognizant of the fiscal challenges of our Town, continues to be a priority for our staff team and elected officials. The CIP provides a comprehensive plan of capital improvements that are to be undertaken by the Town over the next five (5) years. Cost estimates and financing methods for the improvements are included and are referenced by individual project. The development of the CIP is one of the more complex and multi-faceted processes of the Town. Striking a balance between the needs and interests of the residents and our financial capacity is a challenging proposition. Page 2 of 3 The COVID pandemic outbreak last year impacted our CIP as we saw a decline in revenues, constrained resource logistics, and a retriction of Town staff’s interaction with contractors. The CIP for the remainder of FY 2020 was significantly diminished and projects listed for FY 2021 have been re-evaluated to consider funding options. The FY 2021-2025 CIP presented at the June 17th Council/BOT retreat represents staff’s reassessment of the current CIP, future needs, and funding sources. The proposed CIP includes approximately $3M for public infrastructure projects to be funded through the issuance of Certificates of Obligation.. Prior to issuing debt, the Town’s credit is rated by Standard & Poors. S&P Global Ratings assigned its 'AAA' rating to Westlake, Texas' proposed series 2021 Certificates of Obligation. At the same time, S&P Global Ratings has affirmed the ‘AAA’ rating on Westlake’s debt outstanding. The outlook on all ratings is stable. The S&P rating document (attached) states: The rating reflects our opinion of the town's: • Very strong economy, with access to a broad and diverse metropolitan statistical area (MSA); • Strong management, with good financial policies and practices under our Financial Management Assessment (FMA) methodology; • Strong budgetary performance, closing with operating surpluses in the general fund and at the total governmental fund level in fiscal 2020; • Very strong budgetary flexibility, with a high available fund balance in fiscal 2020 of 166% of operating expenditures; • Very strong liquidity, with total government available cash at 100.6% of total governmental fund expenditures and 8.0x governmental debt service, and access to external liquidity we consider strong; • Very weak debt and contingent liability profile, with debt service carrying charges at 12.6% of expenditures and net direct debt that is 208.1% of total governmental fund revenue; • and Strong institutional framework score. Based on the Town’s certified tax rolls and staff’s evaluation of the Town’s ad valorem revenue for the proposed FY 2022 budget, the proposed CIP debt could be absorbed in the current ad valorem revenue, meaning the issusance would not require an increase to the ad valorem rate. The estimated combined principal and interest required to pay the Certificates on time and in full is estimated to be $4,131,000 and is based on an assumed interest rate of approximately 1.9%. The Certificates are anticipated to be sold with reoffering premium which will allow the Town to receive the full $3.4 million in spendable proceeds. Bid final results wll be presented during the August 23rd meeting. Market conditions affecting interest rates vary based on a number of factors beyond the control of the Town, and the Town cannot and does not guarantee a particular interest rate associated with the Certificates. The aggregate principal amount outstanding of tax- supported debt obligations of the Town is $31,684,000. Based on the Town’s expectations, the combined principal and interest required to pay all of the outstanding tax-supported debt obligations of the Town on time and in full is $43,511,990. Page 3 of 3 The proposed Ordinance will authorize the sale of Certificates of Obligation COUNCIL ACTION/OPTIONS Approve proposed Ordinance Reject proposed Ordinance STAFF RECOMMENDATION Approval of proposed Ordinance FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $3,400,000 Funding Source: Bond Issuance Contract: No Forms: N/A DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: The prosed funding will provide improved regional mobility that will provide improved traffic and pedestrian conditions for Academy families. Comprehensive Plan: The proposed funding will provide infrastructure investment and re- investment in the Town’s regional mobility in conformance with the Comp Plan and Master Thoroughfare and Trails Plan. Cost Recovery Analysis: No fiscal impact Traffic Impact: Traffic and pedestrian conditions would be improved through the reconstruction of roads, installation of directional signage, and construction of trails. ATTACHMENTS Ordinance S&P Rating #8102476.1 ORDINANCE NO. 932 relating to $_________________ TOWN OF WESTLAKE, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION SERIES 2021 Adopted: August 23, 2021 TABLE OF CONTENTS (continued) Page -i- #8102476.1 ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.1. Definitions................................................................................................................2 Section 1.2. Findings....................................................................................................................4 Section 1.3. Table of Contents, Titles, and Headings ..................................................................4 Section 1.4. Interpretation ............................................................................................................4 ARTICLE II SECURITY FOR THE CERTIFICATES; INTEREST AND SINKING FUND Section 2.1. Payment of the Certificates ......................................................................................5 Section 2.2. Interest and Sinking Fund ........................................................................................6 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CERTIFICATES Section 3.1. Authorization ...........................................................................................................6 Section 3.2. Date, Denomination, Maturities, and Interest ..........................................................7 Section 3.3. Medium, Method, and Place of Payment .................................................................8 Section 3.4. Execution and Registration of Certificates ..............................................................9 Section 3.5. Ownership ................................................................................................................9 Section 3.6. Registration, Transfer, and Exchange ....................................................................10 Section 3.7. Cancellation ...........................................................................................................10 Section 3.8. Temporary Certificates ..........................................................................................11 Section 3.9. Replacement Certificates .......................................................................................11 Section 3.10. Book-Entry-Only System.......................................................................................12 Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry-Only System ....................................................................................................................13 Section 3.12. Payments to Cede & Co .........................................................................................13 ARTICLE IV REDEMPTION OF CERTIFICATES BEFORE MATURITY Section 4.1. Limitation on Redemption .....................................................................................14 Section 4.2. Optional Redemption .............................................................................................14 Section 4.3. Mandatory Sinking Fund Redemption ...................................................................14 Section 4.4. Partial Redemption.................................................................................................15 Section 4.5. Notice of Redemption to Owners ..........................................................................16 Section 4.6. Payment Upon Redemption ...................................................................................16 Section 4.7. Effect of Redemption .............................................................................................16 Section 4.8. Conditional Notice of Redemption ........................................................................17 Section 4.9. Lapse of Payment ...................................................................................................17 TABLE OF CONTENTS (continued) Page -ii- #8102476.1 ARTICLE V PAYING AGENT/REGISTRAR Section 5.1. Appointment of Initial Paying Agent/Registrar .....................................................17 Section 5.2. Qualifications .........................................................................................................17 Section 5.3. Maintaining Paying Agent/Registrar .....................................................................17 Section 5.4. Termination ............................................................................................................18 Section 5.5. Notice of Change to Owners ..................................................................................18 Section 5.6. Agreement to Perform Duties and Functions.........................................................18 Section 5.7. Delivery of Records to Successor ..........................................................................18 ARTICLE VI FORM OF THE CERTIFICATES Section 6.1. Form Generally ......................................................................................................18 Section 6.2. Form of the Certificates .........................................................................................19 Section 6.3. CUSIP Registration ................................................................................................26 Section 6.4. Legal Opinion ........................................................................................................26 Section 6.5. Statement Insurance ...............................................................................................26 ARTICLE VII SALE AND DELIVERY OF CERTIFICATES; DEPOSIT OF PROCEEDS; FLOW OF FUNDS Section 7.1. Sale of Certificates; Official Statement .................................................................26 Section 7.2. Control and Delivery of Certificates ......................................................................27 Section 7.3. Deposit of Proceeds ...............................................................................................28 ARTICLE VIII INVESTMENTS Section 8.1. Investments ............................................................................................................28 Section 8.2. Investment Income .................................................................................................28 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.1. Payment of the Certificates ....................................................................................28 Section 9.2. Other Representations and Covenants ...................................................................29 Section 9.3. Federal Income Tax Matters ..................................................................................29 ARTICLE X DEFAULT AND REMEDIES Section 10.1. Events of Default ...................................................................................................31 Section 10.2. Remedies for Default .............................................................................................31 Section 10.3. Remedies Not Exclusive ........................................................................................31 TABLE OF CONTENTS (continued) Page -iii- #8102476.1 ARTICLE XI DISCHARGE Section 11.1. Discharge ...............................................................................................................32 ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.1. Annual Reports ......................................................................................................32 Section 12.2. Material Event Notices ..........................................................................................32 Section 12.3. Limitations, Disclaimers and Amendments ...........................................................34 ARTICLE XIII AMENDMENTS Section 13.1. Amendments ..........................................................................................................35 ARTICLE XIV MISCELLANEOUS Section 14.1. Changes to Ordinance ............................................................................................35 Section 14.2. Partial Invalidity.....................................................................................................36 Section 14.3. No Personal Liability .............................................................................................36 ARTICLE XV EFFECTIVENESS Section 15.1. Effectiveness ..........................................................................................................36 #8102476.1 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $_______________ TOWN OF WESTLAKE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2021; LEVYING A TAX, AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID CERTIFICATES; AWARDING THE SALE OF THE CERTIFICATES; AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AGREEMENT; APPROVING THE OFFICIAL STATEMENT; ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, under the provisions of the Texas Local Government Code, Chapter 271, Subchapter C, as amended, the Town of Westlake, Texas (the “Town”), is authorized to issue certificates of obligation for the purposes specified in this Ordinance and for the payment of all or a portion of the contractual obligations for professional services, including that of engineers, attorneys, and financial advisors in connection therewith, and to sell the same for cash as herein provided; and WHEREAS, the Town is authorized to provide that such obligations will be payable from and secured by the levy of a direct and continuing ad valorem tax against all taxable property within the Town, in combination with all or a part of certain revenues of the Town’s municipal drainage utility system (the “System”) remaining after payment of any obligations of the Town payable in whole or in part from a lien on or pledge of such revenues that would be superior to the obligations to be authorized herein as authorized by Chapter 1502, Texas Government Code; and WHEREAS, the Town Council has found and determined that it is necessary and in the best interests of the Town and its citizens that it issue such certificates of obligation authorized by this Ordinance; and WHEREAS, pursuant to a resolution heretofore passed by this governing body, notice of intention (the “Notice of Intention”) to issue certificates of obligation of the Town payable as provided in this Ordinance was published in a newspaper of general circulation in the Town in accordance with the requirements of law, such certificates of obligation to be issued for the purpose of paying contractual obligations to be incurred for the purposes set forth in Section 3.01 hereof; and WHEREAS, the Notice of Intention stated that the Town Council intended to pass an ordinance authorizing the issuance of the Certificates at its Town Council meeting held on the date of adoption of this Ordinance; and WHEREAS, no petition of any kind has been filed with the Town Secretary, any member of the Town Council or any other official of the Town, protesting the issuance of such certificates of obligation; and WHEREAS, this Town Council is now authorized and empowered to proceed with the issuance of said certificates of obligation and to sell the same for cash; and -2- #8102476.1 WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and public notice of the time, place, and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; therefore, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, THAT: ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Ordinance, the following terms shall have the meanings specified below: “Business Day” means a day that is not a Saturday, Sunday, legal holiday or other day on which banking institutions in the Town where the Designated Payment/Transfer Office is located are required or authorized by law or executive order to close. “Certificate” means any of the Certificates. “Certificate Date” means the date designated as the initial date of the Certificates by Section 3.02(a) of this Ordinance. “Certificates” means the certificates of obligation authorized to be issued by Section 3.01 of this Ordinance and designated as “Town of Westlake, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2021. “Closing Date” means the date of the initial delivery of and payment for the Certificates. “Code” means the Internal Revenue Code of 1986, as amended, and, with respect to a specific section thereof, such reference shall be deemed to include (a) the Regulations promulgated under such section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code, and (d) the Regulations promulgated under the provisions described in (b) and (c). “Designated Payment/Transfer Office” means (i) with respect to the initial Paying Agent/Registrar named herein, its office in Dallas, Texas, or at such other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the Town and such successor. “DTC” means The Depository Trust Company of New York, New York, or any successor securities depository. “DTC Participant” means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. -3- #8102476.1 “EMMA” means the Electronic Municipal Market Access System. “Event of Default” means any event of default as defined in Section 10.01 of this Ordinance. “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. “Fiscal Year” means such fiscal year as shall from time to time be set by the Town Council. “Initial Certificate” means the initial certificate authorized by Section 3.04(d) of this Ordinance. “Interest and Sinking Fund” means the interest and sinking fund established by Section 2.02 of this Ordinance. “Interest Payment Date” means the date or dates upon which interest on the Certificates is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being February 15 and August 15 of each year commencing February 15, 2022. “MSRB” means the Municipal Securities Rulemaking Board. “Net Revenues” means the gross revenues of the System less the expenses of operation and maintenance as said expenses are defined by Chapter 1502, Texas Government Code, as amended. “Ordinance” means this Ordinance. “Owner” means the person who is the registered owner of a Certificate or Certificates, as shown in the Register. “Paying Agent/Registrar” means initially U.S. Bank, N.A., Dallas, Texas, or any successor thereto as provided in this Ordinance. “Prior Lien Bonds” means any and all bonds or other obligations of the Town presently outstanding or that may be hereafter issued, payable from and secured by a first lien on and pledge of the Net Revenues or by a lien on and pledge of the Net Revenues subordinate to a first lien and pledge of such Net Revenues but superior to the lien and pledge of the Surplus Revenues made for the Certificates. “Record Date” means the fifteenth (15th) day of the month next preceding an Interest Payment Date. “Register” means the Register specified in Section 3.06(a) of this Ordinance. -4- #8102476.1 “Regulations” means the applicable proposed, temporary or final Treasury Regulations promulgated under the Code or, to the extent applicable to the Code, under the Internal Revenue Code of 1954, as such regulations may be amended or supplemented from time to time. “Representations Letter” means the Blanket Letter of Representations between the Town and DTC. “Rule” means SEC Rule 15c2-12, as amended from time to time. “SEC” means the United States Securities and Exchange Commission. “Special Payment Date” means the Special Payment Date prescribed by Section 3.03(b). “Special Record Date” means the Special Record Date prescribed by Section 3.03(b). “Surplus Revenues” means the revenues of the System remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in connection with the Town’s Prior Lien Bonds; provided, however, that the amount of such Surplus Revenues pledged to the payment of the Certificates shall be limited to $1,000. “System” as used in this Ordinance means the Town’s water and wastewater utility system, including all present and future additions, extensions, replacements, and improvements thereto. “Town” means the Town of Westlake, Texas. “Unclaimed Payments” means money deposited with the Paying Agent/Registrar for the payment of principal of, redemption premium, if any, or interest on the Certificates as the same come due and payable or money set aside for the payment of Certificates duly called for redemption prior to maturity. Section 1.2. Findings. The declarations, determinations, and findings declared, made, and found in the preamble to this Ordinance are hereby adopted, restated, and made a part of the operative provisions hereof. Section 1.3. Table of Contents, Titles, and Headings. The table of contents, titles, and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and -5- #8102476.1 words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. ARTICLE II SECURITY FOR THE CERTIFICATES; INTEREST AND SINKING FUND Section 2.1. Payment of the Certificates. (a) Pursuant to the authority granted by the Texas Constitution and laws of the State of Texas, there shall be levied and there is hereby levied for the current year and for each succeeding year thereafter while any of the Certificates or any interest thereon is outstanding and unpaid, an ad valorem tax on each one hundred dollars valuation of taxable property within the Town, at a rate sufficient, within the limit prescribed by law, to pay the debt service requirements of the Certificates, being (i) the interest on the Certificates, and (ii) a sinking fund for their redemption at maturity or a sinking fund of two percent per annum (whichever amount is the greater), when due and payable, full allowance being made for delinquencies and costs of collection. (b) The ad valorem tax thus levied shall be assessed and collected each year against all property appearing on the tax rolls of the Town most recently approved in accordance with law, and the money thus collected shall be deposited as collected to the Interest and Sinking Fund. (c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed irrevocably to the payment of the principal of and interest on the Certificates when and as due and payable in accordance with their terms and this Ordinance. (d) The amount of taxes to be provided annually for the payment of principal of and interest on the Certificates shall be determined and accomplished in the following manner: (i) The Town’s annual budget shall reflect (i) the amount of debt service requirements to become due on the Certificates in the next succeeding Fiscal Year of the Town and (ii) the amount on deposit in the Interest and Sinking Fund, as of the date such budget is prepared (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year), and (iii) the amount of Surplus Revenues estimated and budgeted to be available for the payment of such debt service requirements on the Certificates during the next succeeding Fiscal Year. (ii) The amount required to be provided in the succeeding Fiscal Year of the Town from ad valorem taxes shall be the amount, if any, the debt service requirements to be paid on the Certificates in the next succeeding Fiscal Year of the Town exceeds the sum of (i) the amount shown to be on deposit in the Interest and Sinking Fund (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year) at the time the annual budget is prepared, and (ii) the Surplus Revenues shown to be budgeted and available for payment of said debt service requirements. -6- #8102476.1 (iii) Following the final approval of the annual budget of the Town, the governing body of the Town shall, by ordinance, levy an ad valorem tax at a rate sufficient to produce taxes in the amount determined in paragraph (ii) above, to be utilized for purposes of paying the principal of and interest on the Certificates in the next succeeding Fiscal Year of the Town. (e) The Town hereby covenants and agrees that the Surplus Revenues are hereby irrevocably pledged equally and ratably to the payment of the principal of, redemption premium, if any, and interest on the Certificates, as the same become due. (f) If the liens and provisions of this Ordinance shall be released in a manner permitted by Article XI hereof, then the collection of such ad valorem tax may be suspended or appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be suspended or appropriately reduced, as the facts may permit. In determining the aggregate principal amount of outstanding Certificates, there shall be subtracted the amount of any Certificates that have been duly called for redemption and for which money has been deposited with the Paying Agent/Registrar for such redemption. Section 2.2. Interest and Sinking Fund. (a) The Town hereby establishes a special fund or account to be designated the “Town of Westlake, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2021, Interest and Sinking Fund” (the “Interest and Sinking Fund”) said fund to be maintained at an official depository bank of the Town separate and apart from all other funds and accounts of the Town. (b) Money on deposit in or required by this Ordinance to be deposited to the Interest and Sinking Fund shall be used solely for the purpose of paying the interest on and principal of the Certificates when and as due and payable in accordance with their terms and this Ordinance. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CERTIFICATES Section 3.1. Authorization. The Town’s certificates of obligation to be designated “Town of Westlake, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2021” (the “Certificates”), are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, specifically Subchapter C, Chapter 271, Texas Local Government Code. The Certificates shall be issued in the aggregate principal amount of $_________________ for the following purposes, to wit: (i) designing, developing, constructing and acquiring drainage improvements and facilities within the Town, including the acquisition of land therefor; (ii) designing, developing, constructing, improving and renovating Town parks, trails and recreation facilities, including the acquisition of land therefor, (iii) designing, developing, constructing, improving, extending, and expanding streets, thoroughfares, sidewalks, bridges, and other public ways of the Town, including streetscaping, signage, streetlighting, right-of-way protection, utility relocation, and related storm drainage improvements; and acquiring rights-of-way in connection -7- #8102476.1 therewith, (iv) designing, developing, constructing, and renovating Town cemetery improvements; and (iv) professional services incurred in connection with items (i) through (iv) and to pay the costs incurred in connection with the issuance of the Certificates. Section 3.2. Date, Denomination, Maturities, and Interest. (a) The Certificates shall be dated August 15, 2021. The Certificates shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral multiple thereof and shall be numbered separately from one upward, except the Initial Certificate, which shall be numbered T-1. (b) The Certificates shall mature on February 15 in the years and in the principal amounts set forth in the following schedule: $ Serial Certificates Years Principal Amount Interest Rate 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 $ Term Certificates Years Principal Amount Interest Rate 20__ 20__ 20__ 20__ (c) Interest shall accrue and be paid on each Certificate respectively until its maturity or prior redemption from the later of the Certificate Date or the most recent interest payment date to which interest has been paid or provided for at the rates per annum for each maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on February 15 and August 15 of each year commencing February 15, 2022, and shall be computed on the basis of a 360-day year of twelve 30-day months. -8- #8102476.1 Section 3.3. Medium, Method, and Place of Payment. (a) The principal of, redemption premium, if any, and interest on the Certificates shall be paid in lawful money of the United States of America. (b) Interest on the Certificates shall be payable to the Owners as shown in the Register at the close of business on the Record Date; provided, however, in the event of nonpayment of interest on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for such interest payment (a “Special Record Date”) shall be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Town. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the “Special Payment Date,” which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Owner of a Certificate appearing on the Register at the close of business on the last Business Day next preceding the date of mailing of such notice. (c) Interest shall be paid by check, dated as of and mailed on the Interest Payment Date, and sent by the Paying Agent/Registrar to each Owner, first class United States mail, postage prepaid, to the address of each Owner as it appears in the Register, or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, that the Owner shall bear all risk and expense of such alternative banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Certificates, interest may be paid by wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. (d) The principal of each Certificate shall be paid to the Owner thereof on the due date, whether at the maturity date or the date of prior redemption thereof upon presentation and surrender of such Certificate at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the paying Agent/Registrar is located are required or authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due and no additional interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due and payable. (f) Unclaimed Payments shall be segregated in a special escrow account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owners of the Certificates to which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable payment or redemption date shall be applied to the next payment or payments on the Certificates thereafter coming due and, to the extent any such money remains after the retirement of all outstanding Certificates, shall be paid to the Town to be used for any lawful purpose. Thereafter, neither the Town, the Paying Agent/Registrar, nor any other person shall be liable or -9- #8102476.1 responsible to any Owners of such Certificates for any further payment of such unclaimed moneys or on account of any such Certificates, subject to Title 6 of the Texas Property Code. Section 3.4. Execution and Registration of Certificates. (a) The Certificates shall be executed on behalf of the Town by the Mayor and the Town Secretary, by their manual or facsimile signatures, and the official seal of the Town shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Certificates shall have the same effect as if each of the Certificates had been signed manually and in person by each of said officers, and such facsimile seal on the Certificates shall have the same effect as if the official seal of the Town had been manually impressed upon each of the Certificates. (b) In the event that any officer of the Town whose manual or facsimile signature appears on the Certificates ceases to be such officer before the authentication of such Certificates or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Certificate shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Certificates. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Certificate delivered at the Closing Date shall have attached thereto the Comptroller’s Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be evidence that the Certificate has been duly approved by the Attorney General of the State of Texas, that it is a valid and binding obligation of the Town, and that it has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one initial Certificate (the “Initial Certificate”) representing the entire principal amount of all Certificates, payable in stated installments to the initial purchaser, or its designee, executed by the Mayor and Town Secretary of the Town, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts, will be delivered to the initial purchaser or its designee. Upon payment for the Initial Certificate, the Paying Agent/Registrar shall cancel the Initial Certificate and deliver to DTC on behalf of the initial purchaser one registered definitive Certificate for each year of maturity of the Certificates in the aggregate principal amount of all Certificates for such maturity, registered in the name of Cede & Co., as nominee of DTC. Section 3.5. Ownership. (a) The Town, the Paying Agent/Registrar, and any other person may treat the person in whose name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payment as herein provided (except interest shall be paid to the person in whose name such Certificate is registered on the Record Date or Special Record Date, -10- #8102476.1 as applicable), and for all other purposes, whether or not such Certificate is overdue, and neither the Town nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of a Certificate shall be valid and effectual and shall discharge the liability of the Town and the Paying Agent/Registrar upon such Certificate to the extent of the sums paid. Section 3.6. Registration, Transfer, and Exchange. (a) So long as any Certificates remain outstanding, the Town shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the “Register”) in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Certificates in accordance with this Ordinance. (b) The ownership of a Certificate may be transferred only upon the presentation and surrender of the Certificate at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Certificate shall be effective until entered in the Register. (c) The Certificates shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and in a denomination or denominations of any integral multiple of $5,000, and in an aggregate principal amount equal to the unpaid principal amount of the Certificates presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Certificates exchanged for other Certificates in accordance with this Section. (d) Each exchange Certificate delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the Town and shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such exchange Certificate is delivered. (e) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different denomination of any of the Certificates. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer, or exchange of a Certificate. (f) Neither the Town nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Certificate called for redemption, in whole or in part, within 45 calendar days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Certificate. Section 3.7. Cancellation. All Certificates paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates -11- #8102476.1 are authenticated and delivered in accordance with this Ordinance, shall be canceled and proper records made regarding such payment, redemption, exchange, or replacement. The Paying Agent/Registrar shall then return such canceled Certificates to the Town or may in accordance with law dispose of such cancelled Certificates. Section 3.8. Temporary Certificates. (a) Following the delivery and registration of the Initial Certificate and pending the preparation of definitive Certificates, the proper officers of the Town may execute and, upon the Town’s request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Certificates that are printed, lithographed, typewritten, mimeographed, or otherwise produced, in any denomination, substantially of the tenor of the definitive Certificates in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions, and other variations as the officers of the Town executing such temporary Certificates may determine, as evidenced by their signing of such temporary Certificates. (b) Until exchanged for Certificates in definitive form, such Certificates in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The Town, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar the Certificates in definitive form; thereupon, upon the presentation and surrender of the Certificate or Certificates in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Certificates in temporary form and shall authenticate and deliver in exchange therefor a Certificate or Certificates of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Certificate or Certificates in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.9. Replacement Certificates. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Certificate, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Town or the Paying Agent/Registrar may require the Owner of such Certificate to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Certificate is lost, apparently destroyed or wrongfully taken, the Paying Agent/ Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Certificate has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first complies with the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction, or theft of such Certificate; -12- #8102476.1 (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar to save it and the Town harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar, and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the Town and the Paying Agent/Registrar. (c) If, after the delivery of such replacement Certificate, a bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Town and the Paying Agent/Registrar shall be entitled to recover such replacement Certificate from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost, or expense incurred by the Town or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed, or wrongfully taken Certificate has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Certificate, may pay such Certificate when it becomes due and payable. (e) Each replacement Certificate delivered in accordance with this Section shall constitute an original additional contractual obligation of the Town and shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such replacement Certificate is delivered. Section 3.10. Book-Entry-Only System. (a) Notwithstanding any other provision hereof, upon initial issuance of the Certificates, the Certificates shall be registered in the name of Cede & Co., as nominee of DTC. The definitive Certificates shall be initially issued in the form of a single separate certificate for each of the maturities thereof. (b) With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the Town and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the Town and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any notice with respect to the Certificates, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary, the Town and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate is registered in the Register as the absolute owner of such Certificate for the -13- #8102476.1 purpose of payment of principal of, premium, if any, and interest on Certificates, for the purpose of giving notices of redemption and other matters with respect to such Certificate, for the purpose of registering transfer with respect to such Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Certificates only to or upon the order of the respective Owners as shown in the Register, as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Town’s obligations with respect to payment of, premium, if any, and interest on the Certificates to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Register, shall receive a certificate evidencing the obligation of the Town to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. (c) The Representations Letter previously executed and delivered by the Town, and applicable to the Town’s obligations delivered in book-entry-only form to DTC as securities depository, is hereby ratified and approved for the Certificates. Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry-Only System. In the event that the Town or the Paying Agent/Registrar determines that DTC is incapable of discharging its responsibilities described herein and in the Representations Letter of the Town to DTC, and that it is in the best interest of the Town and the beneficial owners of the Certificates that they be able to obtain certificated Certificates, or in the event DTC discontinues the services described herein, the Town shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Certificates to such successor securities depository; or (ii) notify DTC and DTC Participants of the availability through DTC of certificated Certificates and cause the Paying Agent/Registrar to transfer one or more separate registered Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Certificates shall designate, in accordance with the provisions of this Ordinance. Section 3.12. Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as the Certificates are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Certificates, and all notices with respect to such Certificates shall be made and given, respectively, in the manner provided in the Representations Letter of the Town to DTC. -14- #8102476.1 ARTICLE IV REDEMPTION OF CERTIFICATES BEFORE MATURITY Section 4.1. Limitation on Redemption. The Certificates shall be subject to redemption before scheduled maturity only as provided in this Article IV. Section 4.2. Optional Redemption. (a) The Town reserves the option to redeem Certificates maturing on and after February 15, 20____ in whole or any part, before their respective scheduled maturity dates, on February 15, 20____ or on any date thereafter, such redemption date or dates to be fixed by the Town, at a price equal to the principal amount of the Certificates called for redemption plus accrued interest to the date fixed for redemption. (b) If less than all of the Certificates are to be redeemed pursuant to an optional redemption, the Town shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Certificates, or portions thereof, within such maturity or maturities and in such principal amounts for redemption. (c) The Town, at least 45 days before the redemption date, unless a shorter period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of Certificates to be redeemed. Section 4.3. Mandatory Sinking Fund Redemption. (a) The Certificates maturing on February 15, in the years 20__, 20__, 20__, 20__ and 20__ (the “Term Certificates”) are subject to scheduled mandatory redemption and will be redeemed by the Town, in part at a price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts as set forth below. $ Term Certificates Maturing February 15, 20 Redemption Date Redemption Amount February 15, 20__ February 15, 20__* *maturity $ Term Certificates Maturing February 15, 20 Redemption Date Redemption Amount February 15, 20__ February 15, 20__* *maturity -15- #8102476.1 $ Term Certificates Maturing February 15, 20 Redemption Date Redemption Amount February 15, 20__ February 15, 20__* *maturity $ Term Certificates Maturing February 15, 20 Redemption Date Redemption Amount February 15, 20__ February 15, 20__* *maturity $ Term Certificates Maturing February 15, 20 Redemption Date Redemption Amount February 15, 20__ February 15, 20__* *maturity (b) At least forty-five (45) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Certificates equal to the aggregate principal amount of such Term Certificates to be redeemed, shall call such Term Certificates for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in Section 4.05. (c) The principal amount of the Term Certificates required to be redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.03 shall be reduced, at the option of the Town, by the principal amount of any Term Certificates which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the Town at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Section 4.4. Partial Redemption. (a) A portion of a single Certificate of a denomination greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If such a Certificate is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Certificate as though it were a single Certificate for purposes of selection for redemption. (b) Upon surrender of any Certificate for redemption in part, the Paying Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver -16- #8102476.1 an exchange Certificate or Certificates in an aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered, such exchange being without charge. (c) The Paying Agent/Registrar shall promptly notify the Town in writing of the principal amount to be redeemed of any Certificate as to which only a portion thereof is to be redeemed. Section 4.5. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any redemption of Certificates by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Certificate (or part thereof) to be redeemed, at the address shown on the Register at the close of business on the Business Day next preceding the date of mailing such notice. (b) The notice shall state the redemption date, the redemption price, the place at which the Certificates are to be surrendered for payment, and, if less than all the Certificates outstanding are to be redeemed, an identification of the Certificates or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Section 4.6. Payment Upon Redemption. (a) Before or on each redemption date, the Town shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the Certificates to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar from the Town and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any, and accrued interest on the Certificates being redeemed. (b) Upon presentation and surrender of any Certificate called for redemption at the Designated Payment/Transfer Office of the Paying Agent/Registrar on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Certificate to the date of redemption from the money set aside for such purpose. Section 4.7. Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.05 of this Ordinance, the Certificates or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Town defaults in its obligation to make provision for the payment of the principal thereof, redemption premium, if any, or accrued interest thereon, such Certificates or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Certificates are presented and surrendered for payment on such date. -17- #8102476.1 (b) If the Town shall fail to make provision for payment of all sums due on a redemption date, then any Certificate or portion thereof called for redemption shall continue to bear interest at the rate stated on the Certificate until due provision is made for the payment of same by the Town. Section 4.8. Conditional Notice of Redemption. The Town reserves the right to give notice of its election or direction to redeem Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date, or (ii) that the Town retains the right to rescind such notice at any time on or prior to the scheduled redemption date if the Town delivers a certificate of the Town to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to conditional redemption and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an event of default. Further, in the case of a conditional notice of redemption, the failure of the Town to make moneys and or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. Section 4.9. Lapse of Payment. Money set aside for the redemption of Certificates and remaining unclaimed by the Owners of such Certificates shall be subject to the provisions of Section 3.03(f) hereof. ARTICLE V PAYING AGENT/REGISTRAR Section 5.1. Appointment of Initial Paying Agent/Registrar. U.S. Bank, N.A., Dallas, Texas, is hereby appointed as the initial Paying Agent/Registrar for the Certificates. Section 5.2. Qualifications. Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under the laws of the State of Texas, or other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Certificates. Section 5.3. Maintaining Paying Agent/Registrar. (a) At all times while any of the Certificates are outstanding, the Town will maintain a Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the Town and the Paying Agent/Registrar in substantially the form -18- #8102476.1 presented at this meeting, such form of agreement being hereby approved. The signature of the Mayor shall be attested by the Town Secretary of the Town. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Town will promptly appoint a replacement. Section 5.4. Termination. The Town, upon not less than sixty (60) days’ notice, reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination. Section 5.5. Notice of Change to Owners. Promptly upon each change in the entity serving as Paying Agent/Registrar, the Town will cause notice of the change to be sent to each Owner by first class United States mail, postage prepaid, at the address thereof in the Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar. Section 5.6. Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent/Registrar and executing the Paying Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby. Section 5.7. Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Certificates to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE CERTIFICATES Section 6.1. Form Generally. (a) The Certificates, including the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form to appear on each of the Certificates, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the Town or by the officers executing such Certificates, as evidenced by their execution thereof. -19- #8102476.1 (b) Any portion of the text of any Certificates may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Certificates. (c) The definitive Certificates, if any, shall be typewritten, photocopied, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. (d) The Initial Certificate submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. Section 6.2. Form of the Certificates. The form of the Certificates, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and the form of Assignment appearing on the Certificates, shall be substantially as follows: (a) Form of Certificate. REGISTERED No. _________ REGISTERED $_________ United States of America State of Texas Counties of Tarrant and Denton TOWN OF WESTLAKE, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 2021 INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP NUMBER: ______% February 15, ____ ____________, 2021 ______ ___ The Town of Westlake (the “Town”), in the Counties of Tarrant and Denton, State of Texas, for value received, hereby promises to pay to _____________________________ or registered assigns, on the Maturity Date specified above, the sum of _______________________ DOLLARS unless this Certificate shall have been sooner called for redemption and the payment of the principal hereof shall have been provided for, and to pay interest on such principal amount from the later of Dated Date specified above or the most recent interest payment date to which interest has been paid or provided for until payment of such principal amount has been provided for, at the -20- #8102476.1 per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30- day months, such interest to be paid semiannually on February 15 and August 15 of each year, commencing February 15, 2022. The principal of this Certificate shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Certificate at the designated office in Dallas, Texas, of U.S. Bank, N.A., as Paying Agent/Registrar (the “Designated Payment/Transfer Office”), or, with respect to a successor paying agent/registrar, at the Designated Payment/Transfer Office of such successor Paying Agent/Registrar. Interest on this Certificate is payable by check dated as of the interest payment date, and will be mailed by the Paying Agent/Registrar to the registered owner at the address shown on the registration books kept by the Paying Agent/Registrar or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the registered owner; provided, however, such registered owner shall bear all risk and expenses of such customary banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Certificates, interest may be paid by wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. For the purpose of the payment of interest on this Certificate, the registered owner shall be the person in whose name this Certificate is registered at the close of business on the “Record Date,” which shall be the fifteenth day of the month next preceding such interest payment date; provided, however, that in the event of nonpayment of interest on a scheduled payment date and for 30 days thereafter, a new record date for such interest payment (a “Special Record Date”) shall be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Town. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the “Special Payment Date,” which date shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Owner of a Certificate appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. If the date for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due and no additional interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due and payable. This Certificate is one of a series of fully registered certificates specified in the title hereof dated ________________ and issued in the aggregate principal amount of $_________________ (herein referred to as the “Certificates”), issued pursuant to a certain ordinance of the Town (the “Ordinance”) for the purpose of paying contractual obligations to be incurred for authorized public improvements (the “Project”) as described in the Ordinance, and to pay the contractual obligations for professional services of attorneys, financial advisors and other professionals in connection with the Project and the issuance of the Certificates. -21- #8102476.1 The Certificates and the interest thereon are payable from the levy of a direct and continuing ad valorem tax within the limits prescribed by law, against all taxable property in the Town and from a pledge of certain Surplus Revenues (not to exceed $1,000) of the Town’s water and wastewater utility system, all as described and provided for in the Ordinance. The Town has reserved the option to redeem the Certificates maturing on or after February 15, 20___, in whole or in part, before their respective scheduled maturity dates, on February 15, 20___, or on any date thereafter, at a price equal to the principal amount of the Certificates so called for redemption plus accrued interest to the date fixed for redemption. If less than all of the Certificates are to be redeemed, the Town shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot or other customary method that results in a random selection the Certificates, or portions thereof, within such maturity and in such principal amounts, for redemption. The Certificates maturing February 15, in the years 20__, 20__, 20__, 20__ and 20___ (the “Term Certificates”) are subject to scheduled mandatory redemption and will be redeemed by the Town, in part at a price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts as set forth below. $ Term Certificates Maturing February 15, 20 Redemption Date Redemption Amount February 15, 20__ February 15, 20__* *maturity $ Term Certificates Maturing February 15, 20 Redemption Date Redemption Amount February 15, 20__ February 15, 20__* *maturity $ Term Certificates Maturing February 15, 20 Redemption Date Redemption Amount February 15, 20__ February 15, 20__* *maturity $ Term Certificates Maturing February 15, 20 Redemption Date Redemption Amount February 15, 20__ February 15, 20__* -22- #8102476.1 *maturity $ Term Certificates Maturing February 15, 20 Redemption Date Redemption Amount February 15, 20__ February 15, 20__* *maturity At least forty-five (45) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Certificates equal to the aggregate principal amount of such Term Certificates to be redeemed, shall call such Term Certificates for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in the Ordinance. In lieu of calling the Term Certificates described above, for mandatory redemption, the Town reserves the right to purchase such Term Certificates at a price not exceeding the principal amount thereof, plus accrued interest, with (a) moneys on deposit in the Interest and Sinking Fund which are available for the mandatory redemption of such Term Certificates or (b) other lawfully available funds. Upon any such purchase in lieu of redemption, not less than five (5) days prior to a mandatory redemption date, the Town shall deliver such Term Certificates to the Paying Agent/Registrar prior to the selection of the Term Certificates for redemption and the principal amount so delivered shall be credited against the amount required to be called for redemption in that year. Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Certificates to be redeemed in whole or in part. Notice having been so given, the Certificates or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice; from and after such date, notwithstanding that any of the Certificates or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Certificates or portions thereof shall cease to accrue. The Town reserves the right to give notice of its election or direction to redeem Certificates conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date, or (ii) that the Town retains the right to rescind such notice at any time on or prior to the scheduled redemption date if the Town delivers a certificate of the Town to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Certificates subject to conditional notice of redemption -23- #8102476.1 and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an event of default. Further, in the case of a conditional redemption, the failure of the Town to make moneys and or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. As provided in the Ordinance, and subject to certain limitations therein set forth, this Certificate is transferable upon surrender of this Town for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar; thereupon, one or more new fully registered Certificates of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the Town nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Certificate called for redemption where such redemption is scheduled to occur within 45 calendar days of the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Certificate. The Town, the Paying Agent/Registrar, and any other person may treat the person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Certificate is registered on the Record Date, or the Special Record Date, as applicable) and for all other purposes, whether or not this Certificate be overdue, and neither the Town nor the Paying Agent/Registrar shall be affected by notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Certificate and the series of which it is a part is duly authorized by law; that all acts, conditions, and things to be done precedent to and in the issuance of the Certificates have been properly done and performed and have happened in regular and due time, form, and manner as required by law; that ad valorem taxes upon all taxable property in the Town have been levied for and pledged to the payment of the debt service requirements of the Certificates within the limit prescribed by law; that, in addition to said taxes, further provisions have been made for the payment of the debt service requirements of the Certificates from a pledge of a limited amount of the Surplus Revenues, as described in the Ordinance, derived by the Town from the operation of the municipal drainage utility system in an amount limited to $1,000, that when so collected, such taxes and Surplus Revenues shall be appropriated to such purposes; and that the total indebtedness of the Town, including the Certificates, does not exceed any constitutional or statutory limitation. -24- #8102476.1 IN WITNESS WHEREOF, the Town has caused this Certificate to be executed by the manual or facsimile signature of the Mayor of the Town and countersigned by the manual or facsimile signature of the Town Secretary, and the official seal of the Town has been duly impressed or placed in facsimile on this Certificate. Mayor, Town of Westlake, Texas Town Secretary, Town of Westlake, Texas [SEAL] (b) Form of Comptroller’s Registration Certificate. The following Comptroller’s Registration Certificate may be deleted from the definitive Certificates if such certificate on the Initial Certificate is fully executed. OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. ____________ OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Certificate has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the Town of Westlake, Texas; and that this Certificate has this day been registered by me. Witness my hand and seal of office at Austin, Texas, _____________________. Comptroller of Public Accounts of the State of Texas (c) Form of Certificate of Paying Agent/Registrar. The following Certificate of Paying Agent/Registrar may be deleted from each Initial Certificate if the Comptroller’s Registration Certificate appears thereon. -25- #8102476.1 CERTIFICATE OF PAYING AGENT/REGISTRAR The records of the Paying Agent/Registrar show that the Initial Certificates of this series of Certificates was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas, and that this is one of the Certificates referred to in the within-mentioned Ordinance. , as Paying Agent/Registrar Dated: By: Authorized Signatory (d) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): (Social Security or other identifying number: ____________________) the within Certificate and all rights hereunder and hereby irrevocably constitutes and appoints ____________________ attorney to transfer the within Certificate on the books kept for registration hereof, with full power of substitution in the premises. Dated: __________________ Signature Guaranteed By: ____________________________________ ____________________________________ Authorized Signatory NOTICE: The Signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. (e) The initial Certificate shall be in the form set forth in subsections (a) through (d) of this Section, except for the following alterations: (i) immediately under the name of the Certificate, the headings “INTEREST RATE,” and “MATURITY DATE” shall both be completed with the words “As Shown Below” and the words “CUSIP NO.” shall be deleted; (ii) in the first paragraph of the Certificate, the words “on the Maturity Date specified above, the sum of ____________________ DOLLARS” shall be deleted and the following will be inserted: “on the first day of September in the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: -26- #8102476.1 Years Principal Amount Interest Rate (Information to be inserted from Section 3.02(c) hereof). (iii) the Initial Certificate shall be numbered T-1. Section 6.3. CUSIP Registration. The Town may secure identification numbers through the CUSIP Global Services, managed by S&P Capital IQ on behalf of the American Bankers Association, and may authorize the printing of such numbers on the face of the Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Certificates shall be of no significance or effect in regard to the legality thereof and neither the Town nor the attorneys approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Certificates. Section 6.4. Legal Opinion. The approving legal opinion of Bracewell LLP, Bond Counsel, may be attached to or printed on the reverse side of each Certificate over the certification of the Town Secretary of the Town, which may be executed in facsimile. Section 6.5. Statement Insurance. A statement relating to a municipal bond insurance policy, if any, to be issued for the Certificates, may be printed on each Certificate. ARTICLE VII SALE AND DELIVERY OF CERTIFICATES; DEPOSIT OF PROCEEDS; FLOW OF FUNDS Section 7.1. Sale of Certificates; Official Statement. (a) The Certificates, having been duly advertised and offered for sale at competitive bid, are hereby officially sold and awarded _____________________________ (the “Purchaser”) for a purchase price equal to the principal amount thereof plus accrued interest of $________________ and a cash premium of $______________, being the bid which produced the lowest true interest cost to the Town. The Initial Certificate shall be registered in the name of the Purchaser or its designee. (b) The form and substance of the Preliminary Official Statement and any addenda, supplement or amendment thereto, are hereby in all respects approved and adopted and is hereby deemed final as of its date within the meaning and for the purposes of paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The Mayor and Town Secretary are hereby authorized and directed to cause to be prepared a final Official Statement (the “Official Statement”) incorporating applicable pricing information pertaining to the Certificates, and to execute the same by manual or facsimile signature and deliver appropriate numbers of executed copies thereof to the Purchaser. The Official Statement as thus approved, executed and delivered, -27- #8102476.1 with such appropriate variations as shall be approved by the Mayor and the Purchaser, may be used by the Purchaser in the public offering and sale thereof. The Town Secretary is hereby authorized and directed to include and maintain a copy of the Official Statement and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Official Statement, and the preliminary public offering of the Certificates by the Purchaser, is hereby ratified, approved and confirmed. (c) All officers of the Town are authorized to execute such documents, certificates and receipts as they may deem appropriate in order to consummate the delivery of the Certificates in accordance with the terms of sale therefor including, without limitation, the Purchase Contract. Further, in connection with the submission of the record of proceedings for the Certificates to the Attorney General of the State of Texas for examination and approval of such Certificates, the appropriate officer of the Town is hereby authorized and directed to issue a check of the Town payable to the Attorney General of the State of Texas as a nonrefundable examination fee in the amount required by Chapter 1202, Texas Government Code (such amount per series to be the lesser of (i) 1/10th of 1% of the principal amount of such series of the Certificates or (ii) $9,500.) (d) The obligation of the Purchaser to accept delivery of the Certificates is subject to the Purchaser being furnished with the final, approving opinion of Bracewell LLP, bond counsel for the Town, which opinion shall be dated and delivered the Closing Date. (e) The Mayor is hereby authorized and directed to execute the contractual agreement with Southwest Securities, Inc. setting forth such firm’s responsibilities as financial advisor to the Town, and the terms thereof in the form presented at this meeting is hereby approved and accepted. Section 7.2. Control and Delivery of Certificates. (a) The Mayor of the Town is hereby authorized to have control of the Initial Certificate and all necessary records and proceedings pertaining thereto pending investigation, examination, and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts, delivery of the Certificates shall be made to the Underwriter or a representative thereof under and subject to the general supervision and direction of the Mayor, against receipt by the Town of all amounts due to the Town under the terms of sale. (c) In the event the Mayor or Town Secretary is absent or otherwise unable to execute any document or take any action authorized herein, the Mayor Pro Tem and the Assistant Town Secretary, respectively, shall be authorized to execute such documents and take such actions, and the performance of such duties by the Mayor Pro Tem and the Assistant Town Secretary shall for the purposes of this Ordinance have the same force and effect as if such duties were performed by the Mayor and Town Secretary, respectively. -28- #8102476.1 Section 7.3. Deposit of Proceeds. (a) First: All amounts received on the Closing Date as accrued interest on the Certificates from the Certificate Date to the Closing Date, shall be deposited to the Interest and Sinking Fund. (b) Second: Proceeds of the Certificates in the amount of $____________ (including premium in the amount of $________________ shall be deposited to a special account of the Town, such moneys to be dedicated and used solely for the purposes for which the Certificates are being issued as herein provided in Section 3.01(i). (c) Third: Premium received on the Certificates in the amount of $______________ shall be used to pay the cost of issuing the Certificates. To the extent any of such amount is not used for such purposes, such excess shall be deposited to the Interest and Sinking Fund. ARTICLE VIII INVESTMENTS Section 8.1. Investments. (a) Money in the Interest and Sinking Fund created by this Ordinance, at the option of the Town, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which such money is so invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the fund from which the investment was made. Section 8.2. Investment Income. (a) Interest and income derived from investment of the Interest and Sinking Fund be credited to such fund. (b) Interest and income derived from investment of the funds to be deposited pursuant to Section 7.03(b) hereof shall be credited to the account where deposited until the acquisition or construction of said projects is completed and thereafter, to the extent such interest and income are present, such interest and income shall be deposited to the Interest and Sinking Fund. ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.1. Payment of the Certificates. On or before each Interest Payment Date for the Certificates and while any of the Certificates are outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Interest and Sinking Fund, money sufficient to pay such interest on and principal of, redemption premium, if any, and interest on the Certificates as will accrue or mature -29- #8102476.1 on the applicable Interest Payment Date, maturity date and, if applicable, on a date of prior redemption. Section 9.2. Other Representations and Covenants. (a) The Town will faithfully perform, at all times, any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in each Certificate; the Town will promptly pay or cause to be paid the principal of, redemption premium, if any, and interest on each Certificate on the dates and at the places and manner prescribed in such Certificate; and the Town will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The Town is duly authorized under the laws of the State of Texas to issue the Certificates; all action on its part for the creation and issuance of the Certificates has been duly and effectively taken; and the Certificates in the hands of the Owners thereof are and will be valid and enforceable obligations of the Town in accordance with their terms. Section 9.3. Federal Income Tax Matters. (a) General. The Town covenants not to take any action or omit to take any action that, if taken or omitted, would cause the interest on the Certificates to be includable in gross income for federal income tax purposes. In furtherance thereof, the Town covenants to comply with sections 103 and 141 through 150 of the Code and the provisions set forth in the Federal Tax Certificate executed by the Town in connection with the Certificates. (b) No Private Activity Bonds. The Town covenants that it will use the proceeds of the Certificates (including investment income) and the property financed, directly or indirectly, with such proceeds so that the Certificates will not be “private activity bonds” within the meaning of section 141 of the Code. Furthermore, the Town will not take a deliberate action (as defined in section 1.141-2(d)(3) of the Regulations) that causes the Certificates to be a “private activity bond” unless it takes a remedial action permitted by section 1.141-12 of the Regulations. (c) No Federal Guarantee. The Town covenants not to take any action or omit to take any action that, if taken or omitted, would cause the Certificates to be “federally guaranteed” within the meaning of section 149(b) of the Code, except as permitted by section 149(b)(3) of the Code. (d) No Hedge Bonds. The Town covenants not to take any action or omit to take action that, if taken or omitted, would cause the Certificates to be “hedge bonds” within the meaning of section 149(g) of the Code. (e) No Arbitrage Bonds. The Town covenants that it will make such use of the proceeds of the Certificates (including investment income) and regulate the investment of such proceeds of the Certificates so that the Certificates will not be “arbitrage bonds” within the meaning of section 148(a) of the Code. (f) Required Rebate. The Town covenants that, if the Town does not qualify for an exception to the requirements of section 148(f) of the Code, the Town will comply with the -30- #8102476.1 requirement that certain amounts earned by the Town on the investment of the gross proceeds of the Certificates, be rebated to the United States. (g) Information Reporting. The Town covenants to file or cause to be filed with the Secretary of the Treasury an information statement concerning the Certificates in accordance with section 149(e) of the Code. (h) Record Retention. The Town covenants to retain all material records relating to the expenditure of the proceeds (including investment income) the Certificates and the use of the property financed, directly or indirectly, thereby until three years after the last Certificate is redeemed or paid at maturity (or such other period as provided by subsequent guidance issued by the Department of the Treasury) in a manner that ensures their complete access throughout such retention period. (i) Registration. If the Certificates are “registration-required bonds” under section 149(a)(2) of the Code, the Certificates will be issued in registered form. (j) Favorable Opinion of Bond Counsel. Notwithstanding the foregoing, the Town will not be required to comply with any of the federal tax covenants set forth above if the Town has received an opinion of nationally recognized bond counsel that such noncompliance will not adversely affect the excludability of interest on the Certificates from gross income for federal income tax purposes. (k) Continuing Compliance. Notwithstanding any other provision of this Ordinance, the Town’s obligations under the federal tax covenants set forth above will survive the defeasance and discharge of the Certificates for as long as such matters are relevant to the excludability of interest on the Certificates from gross income for federal income tax purposes. (l) Official Intent. For purposes of section 1.150-2(d) of the Regulations, to the extent that an official intent to reimburse has not previously been adopted by the Town, this Ordinance serves as the Town’s official declaration of intent to use proceeds of the Certificates to reimburse itself from proceeds of the Certificates issued in the maximum amount authorized by this Ordinance for certain expenditures paid in connection with the projects set forth herein. Any such reimbursement will only be made (i) for an original expenditure paid no earlier than 60 days prior to the date hereof and (ii) not later than 18 months after the later of (A) the date the original expenditure is paid or (B) the date the project to which such expenditure relates is placed in service or abandoned, but in to event more than three years after the original expenditure is paid. (m) Qualified Tax-Exempt Obligations. The Town hereby designates the Certificates as “qualified tax-exempt obligations” for purposes of section 265(b) of the Code. In connection therewith, the Town represents that (i) the aggregate amount of tax-exempt obligations (including the Certificates) issued by the Town in the same calendar year as the Bonds that have been designated as “qualified tax-exempt obligations” under section 265(b)(3) of the Code does not exceed $10,000,000 and (ii) the reasonably anticipated amount of tax-exempt obligations (including the Certificates) that will be issued by the Town in the same calendar year as the Certificates will not exceed $10,000,000. The term “tax-exempt obligation” does not include (i) “private activity bonds” within the meaning of section 141 of the Code, other than “qualified -31- #8102476.1 501(c)(3) bonds” within the meaning of section 145 of the Code or (ii) obligations issued to currently refund any obligation to the extent that the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation. In addition, the Town includes all entities that are aggregated with the Town under the Code. ARTICLE X DEFAULT AND REMEDIES Section 10.1. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of, redemption premium, if any, or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement, or obligation of the Town, which default materially and adversely affects the rights of the Owners, including but not limited to their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of sixty (60) days after notice of such default is given by any Owner to the Town. Section 10.2. Remedies for Default. (a) Upon the happening of any Event of Default, then any Owner or an authorized representative thereof, including but not limited to a trustee or trustees therefor, may proceed against the Town for the purpose of protecting and enforcing the rights of the Owners under this Ordinance by mandamus or other suit, action or special proceeding in equity or at law in any court of competent jurisdiction for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Owners hereunder or any combination of such remedies. (b) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Owners of Certificates then outstanding. Section 10.3. Remedies Not Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Certificates or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. -32- #8102476.1 ARTICLE XI DISCHARGE Section 11.1. Discharge. The Certificates may be defeased, discharged or refunded in any manner permitted by applicable law. ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.1. Annual Reports. (a) The Town shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the Town, financial information and operating data with respect to the Town of the general type included in the final Official Statement, being information described in Tables 1-6 and 8-15, including financial statements of the Town if audited financial statements of the Town are then available, and (2) if not provided as part such financial information and operating data, audited financial statements of the Town within 12 months after the end of each fiscal year, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles prescribed by the Generally Accepted Accounting Principles or such other accounting principles as the Town may be required to employ, from time to time, by State law or regulation, and (ii) audited, if the Town commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the Town shall file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. (b) If the Town changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Town otherwise would be required to provide financial information and operating data pursuant to this Section. (c) The financial information and operating data to be provided pursuant to this Section may be set forth in full in oe or more documents or may be included by specific referenced to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Section 12.2. Material Event Notices. (a) The Town shall notify the MSRB, in a timely manner not in excess of ten (10) Business Days after the occurrence of the event, of any of the following events with respect to the Certificates: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; -33- #8102476.1 (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (vii) Modifications to rights of holders of the Certificates, if material; (viii) Certificate calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the Certificates, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the Town; (xiii) The consummation of a merger, consolidation, or acquisition involving the Town or the sale of all or substantially all of the assets of the Town, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (xiv) Appointment of a successor Paying Agent/Registrar or change in the name of the Paying Agent/Registrar, if material. (xv) Incurrence of a Financial Obligation of the Town, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Town, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Town, any of which reflect financial difficulties. Any event described in (xii), is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, -34- #8102476.1 arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person; and the Town intends the words used in the immediately preceding paragraphs (xv) and (xvi) and the definition of financial obligations in those sections to have the same meanings as when they are used in rule and sec release no. 34-83885, dated August 20, 2018. (b) The Town shall provide to the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, notice of a failure by the Town to provide required annual financial information and notices of material events in accordance with Sections 12.01 and 12.02. All documents provided to the MSRB pursuant to this section shall be accompanied by identifying information as prescribed by the MSRB. Section 12.3. Limitations, Disclaimers and Amendments. (a) The Town shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the Town remains an “obligated person” with respect to the Certificates within the meaning of the Rule, except that the Town in any event will give notice of any redemption calls and any defeasances that cause the Town to be no longer an “obligated person.” (b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners of the Certificates, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Town undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Town’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The Town does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE TOWN BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE TOWN, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (c) No default by the Town in observing or performing its obligations under this Article shall constitute a breach of or default under the Ordinance for purposes of any other provisions of this Ordinance. (d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the Town under federal and state securities laws. -35- #8102476.1 (e) The provisions of this Article may be amended by the Town from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Town, but only if (i) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal amount (or any greater amount required by any other provisions of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (B) an entity or individual person that is unaffiliated with the Town (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Owners and beneficial owners of the Certificates. If the Town so amends the provisions of this Article, it shall include with any amended financial information or operating data next provided in accordance with Section 12.01 an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in type of financial information or operating data so provide. ARTICLE XIII AMENDMENTS Section 13.1. Amendments. This Ordinance shall constitute a contract with the Owners, be binding on the Town, and shall not be amended or repealed by the Town so long as any Certificate remains outstanding except as permitted in this Section. The Town may, without consent of or notice to any Owners, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Town may, with the written consent of the Owners of the Certificates holding a majority in aggregate principal amount of the Certificates then outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Owners of outstanding Certificates, no such amendment, addition, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Certificates, (ii) give any preference to any Certificate over any other Certificate, or (iii) reduce the aggregate principal amount of Certificates required to be held by Owners for consent to any such amendment, addition, or rescission. ARTICLE XIV MISCELLANEOUS Section 14.1. Changes to Ordinance. The Mayor and the Chief Financial Officer, in consultation with Bond Counsel, are hereby authorized to make changes to the terms of this Ordinance if necessary or desirable to carry out the purposes hereof or in connection with the approval of the issuance of the Certificates by the Attorney General of Texas. -36- #8102476.1 Section 14.2. Partial Invalidity. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of the Ordinance. Section 14.3. No Personal Liability. No recourse shall be had for payment of the principal of or interest on any Certificates or for any claim based thereon, or on this Ordinance, against any official or employee of the Town or any person executing any Certificates. ARTICLE XV EFFECTIVENESS Section 15.1. Effectiveness. This Ordinance shall take effect immediately from and after its passage. Signature Page for Ordinance Series 2021 Combination Tax and Revenue Certificates of Obligation #8102476.1 APPROVED AND ADOPTED this August 23, 2021. _____________________, Mayor Town of Westlake, Texas [SEAL] ATTEST: Town Secretary Town of Westlake, Texas DM-#8076671.1 TOWN OF WESTLAKE NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that the Town Council of the Town of Westlake, Texas (the “Town”), will meet at the Town Council Chambers, 1500 Solana Boulevard Building 7, Suite 7200 Westlake, TX 76262, at 5:00 p.m., on the 23rd day of August, 2021 (unless alternative meeting arrangements are required to address public health concerns, which meeting arrangements will be specified in the notice of such meeting posted in accordance with applicable law), which is the time and place tentatively set for the passage of an ordinance and such other action as may be deemed necessary to authorize the issuance of the Town’s Combination Tax & Revenue Certificates of Obligation, Series 2021 (the “Certificates”), in the maximum aggregate principal amount not to exceed $3,400,000, payable from the levy of a direct and continuing ad valorem tax against all taxable property within the Town sufficient to pay the interest on this series of Certificates as due and to provide for the payment of the principal thereof as the same matures, as authorized by Chapter 271, Subchapter C, Texas Local Government Code, as amended, and from all or a part of the surplus revenues of the Town’s water and wastewater revenue system, such pledge of surplus revenues being limited to $1,000, bearing interest at any rate or rates not to exceed the maximum interest rate authorized by law, as shall be determined within the discretion of the Town Council of the Town at the time of issuance of the Certificates, and maturing over a period not to exceed forty (40) years from the date of issuance, for the purposes of evidencing the indebtedness of the Town for all or any part of the costs associated with (i) designing, developing, constructing and acquiring drainage improvements and facilities within the Town, including the acquisition of land therefor; (ii) designing, developing, constructing, improving and renovating Town parks, trails and recreation facilities, including the acquisition of land therefor, (iii) designing, developing, constructing, improving, extending, and expanding streets, thoroughfares, sidewalks, bridges, and other public ways of the Town, including streetscaping, signage, streetlighting, right-of-way protection, utility relocation, and related storm drainage improvements; and acquiring rights-of-way in connection therewith, (iv) designing, developing, constructing, and renovating Town cemetery improvements; and (v) professional services incurred in connection with items (i) through (iv) and to pay the costs incurred in connection with the issuance of the Certificates. The estimated combined principal and interest required to pay the Certificates on time and in full is $4,405,706. Such estimate is provided for illustrative purposes only, and is based on an assumed interest rate of approximately 2.75%. Market conditions affecting interest rates vary based on a number of factors beyond the control of the Town, and the Town cannot and does not guarantee a particular interest rate associated with the Certificates. As of the date of this notice, the aggregate principal amount outstanding of tax-supported debt obligations of the Town is $31,684,000. Based on the Town’s expectations, as of the date of this notice, the combined principal and interest required to pay all of the outstanding tax-supported debt obligations of the Town on time and in full is $43,511,990. WITNESS MY HAND AND THE OFFICIAL SEAL OF THE TOWN, this 21st day of June, 2021. /s/Todd Wood, Town Secretary Town of Westlake, Texas Rating Action S&P Global Ratings assigned its 'AAA' rating to Westlake, Texas' proposed $19.43 million series 2021 general obligation (GO) refunding bonds and proposed $3.4 million certificates of obligation. At the same time, S&P Global Ratings has affirmed the ‘AAA’ rating on Westlake’s debt outstanding. The outlook on all ratings is stable. The bonds are secured by the town's direct and continuing annual ad valorem tax, levied within the limits prescribed by law, on all taxable property within the town. The maximum allowable rate in Texas is $2.50 per $100 of assessed value (AV) for all purposes with the portion dedicated to debt service limited to $1.50. The town's levy is well below the maximum, at 16.7 cents, 0.43 cents of which is for debt service. We rate the bonds under our GO criteria because we do not differentiate between the town's limited- and unlimited-tax pledges due to its tax rate flexibility, very strong liquidity, and high investment-grade debt. Officials intend to use series 20121 bond proceeds to refund a portion of the town's existing debt (series 2011 GO and COs) for present value savings and the COs will be used to finance public works projects. A limited pledge of net waterworks and sewer system revenue--not to exceed $1,000--further secures the certificates. Given the limited nature of the additional pledged revenue, the ratings on these obligations reflect the strength of the town's ad valorem tax pledge. Westlake's GO debt is eligible to be rated above the sovereign because we assess the town can maintain better credit characteristics than the U.S. in a stress scenario. Under our criteria "Ratings Above the Sovereign--Corporate and Government Ratings: Methodology And Assumptions" (published Nov. 19, 2013), U.S. local governments are considered to have moderate sensitivity to country risk. The town's GO pledge is the primary source of security on the debt; this severely limits the possibility of negative sovereign intervention in the payment of the debt or in the town's operations. The institutional framework in the U.S. is predictable for local governments, allowing them significant autonomy and independent treasury management, and has no history of government intervention. Westlake has considerable financial flexibility, as demonstrated by its very strong general fund balance as a percentage of expenditures, as well as very strong liquidity. Credit overview The town of Westlake is favorably located northwest of Dallas, with both commercial and residential developments contributing to a growing tax base, with 38% growth from fiscal 2020 to fiscal 2022. The expectation is that the tax base will continue to grow with the completion of the mixed-use development, Entrada, by an estimated $300 million, and with the development of the remaining 60% of the land. Despite a reliance on sales tax revenues, the town has maintained very strong reserves and financial performance, managing swings in revenues (both sales and hotel occupancy) during the pandemic, reflective of good financial practices and policies. Offsetting these credit strengths, the town has an elevated debt profile, but which we believe is affordable given the size of the tax base and expectation for future growth and lack of near-term borrowing plans. The rating reflects our opinion of the town's: • Very strong economy, with access to a broad and diverse metropolitan statistical area (MSA); • Strong management, with good financial policies and practices under our Financial Management Assessment (FMA) methodology; • Strong budgetary performance, closing with operating surpluses in the general fund and at the total governmental fund level in fiscal 2020; • Very strong budgetary flexibility, with a high available fund balance in fiscal 2020 of 166% of operating expenditures; • Very strong liquidity, with total government available cash at 100.6% of total governmental fund expenditures and 8.0x governmental debt service, and access to external liquidity we consider strong; • Very weak debt and contingent liability profile, with debt service carrying charges at 12.6% of expenditures and net direct debt that is 208.1% of total governmental fund revenue; and • Strong institutional framework score. Environmental, social, and governance (ESG) factors We analyzed the town's environmental, social, and governance risks relative to its economy, management, financial measures, and debt and liability profile, and determined that all are in line with our view of the sector standard. Stable Outlook Downside scenario We could lower the rating if the town were to experience multi-year financial deterioration resulting in a material reduction of available reserves, coupled with an elevated debt profile, and weakening economic characteristics. Very strong economy We consider Westlake's economy very strong. The town, with an estimated population of 1,310, is located in Denton and Tarrant counties in the Dallas-Fort Worth-Arlington MSA, which we consider to be broad and diverse. The town has a projected per capita effective buying income of 271% of the national level, which we view as extremely high, and a positive credit factor and per capita market value of $1.3 million. Overall, the town's market value grew by 38.5% over the past year to $1.6 billion in 2021. The weight- averaged unemployment rate of the counties was 7.3% in 2020. Its favorable location among the three leading regional cities offers residents several employment opportunities, including nearby Dallas-Fort Worth International Airport and Fort Worth's Alliance Gateway Airport. The town's tax base, while predominantly residential, also has a significant commercial base as well, making up approximately 51%, and 27% of 2021 assessed value, respectively. According to representatives, the town has five residential developments with entitlements to approximately 200 homes, with an expected price range of $2.5 million to $7 million. Overall, the average house price in the town has increased from $.5 million in 2017 to $2 million. Additionally, the town has a mixed-used development, Entrada, with 322 residential units with an estimated value of $1 million each and approximately one million square feet of commercial entitlement (retail, hotel, and office spaces). The town's commercial presence includes major employers and taxpayers such as Deloitte University, an international training facility for Deloitte; Fidelity; Charles Schwab corporate headquarters, newly established in the last three years; and the Solana complex. The Solana mixed-use complex contains several offices, eateries, and a hotel. Continued growth in these sectors has supported significant cumulative AV growth over the last five years to $1.3 billion. We expect growth to continue as the town has approximately 60% of land available for development. Town officials attribute residential demand to the town's favorable location as well as the opening of a local charter school, Westlake Academy, which is operated by the town’s management and funded through the town. The large commercial presence contributes to the town's concentrated tax base; however, officials have no concerns with any of the town's leading taxpayers and employers. Additionally, continued economic expansion has resulted in the improvement of tax base concentration from 38% in fiscal 2017 to 31% in fiscal 2021. We anticipate further planned residential and commercial construction to continue to support local tax base growth and further diversification over the next two years. Strong management We view the town's management as strong, with good financial policies and practices under our FMA methodology, indicating financial practices exist in most areas, but that government officials might not formalize or monitor all of them regularly. Highlights of the town's practices include its: • Revenue and expenditure assumptions based, in part, on five years of historical trends and estimates of the town's needs; • Quarterly budget reports to the city council on a year-to-date comparison of the budget and amendments performed as needed; • Formal investment policy that management reviews annually with quarterly reports on investment performance and holdings to the council; • Formal long term financial plan and five-year forecast of revenue and expenditures across all funds; • Rolling five-year capital plan that identifies funding sources and uses; and • Formal minimum general fund balance policy of maintaining 180 days' operating expenditures in available fund balance, though preference is to hold 300 days. The town currently lacks a comprehensive debt management policy. Strong budgetary performance Westlake's budgetary performance is strong in our opinion. The town had operating surpluses of 13.8% of expenditures in the general fund and 4.0% across all governmental funds in fiscal 2020. Our view of the town’s budgetary performance includes adjustments made to account for recurring transfers in and out in each of the last three audited years. In fiscal 2020, Westlake posted strong operating results, with a $1.4 million general fund surplus. Sales tax is the town's leading revenue source followed by franchise tax, accounting for 64% and 19% of general fund revenue, respectively. Property taxes account for less than 1% of revenues in the general fund. Solid gains in year-over-year sales tax collections in 2018 and 2019 have given way to fluctuations in more recent years. Management notes that although sales tax, hotel occupancy tax, and user development fees were down, 8%, 57%, and 66%, respectively, in 2020 due to the pandemic, property taxes increased 23% in the same period, partially offsetting some losses. Management also notes that these fees are rebounding and improving consistently in the current year. The town conservatively budgeted for a total governmental deficit in fiscal 2021 due to the uncertainties surrounding the pandemic However, the town’s historical operational performance has demonstrated the ability to exceed budgeted expectations and per the most recent budget report, the town is expecting a modest surplus in the general fund at fiscal year-end. For fiscal 2022, the town is budgeted for a 6% increase in revenues and 2% increase in expenditures, indicating another year of positive performance. Based on the town’s historical performance, rebounding revenue sources, and the addition of federal stimulus funds, we expect the town’s financial performance to remain consistent in the near term. Very Strong budgetary flexibility Westlake currently maintains available fund balances of more than 75% of expenditures, which we believe to be exceptional. Management has maintained available fund balances of more than 100% of expenditures in each of the last three audited fiscal years. Officials are projecting the fund balance ratio will remain more than 100% in fiscal years 2021 and 2022. Based on projections, we do not expect the budgetary flexibility score to decrease below what we consider a very strong level. Flexibility is additionally supported by the town's formal fund balance policy equal to a minimum of 180 days of operating expenses. Very strong liquidity In our opinion, Westlake's liquidity is very strong, with total government available cash at 1x of total governmental fund expenditures and 8.0x governmental debt service in 2020. In our view, the town has strong access to external liquidity if necessary. The town has demonstrated its access to external liquidity through its frequent debt issuance over the past two decades. As of Sept. 30, 2020, investments were primarily held in mutual funds, with a small portion in TexPool, the state's local government investment pool. We do not consider these investments to be aggressive. The town of Westlake has privately placed three series of debt totaling $5.2 million in debt. These series include 2017 tax notes, series 2011 COs, and a capital lease. The legal documents for this debt include standard events of default, and do not include acceleration of principal or default rates as remedi es for default. Therefore, we do not consider this debt to be a contingent liability risk. Very weak debt and contingent liability profile In our view, Westlake's debt and contingent liability profile is very weak. Total governmental fund debt service is 12.6% of total governmental fund expenditures, and net direct debt is 208.1% of total governmental fund revenue. Following this issuance, the town will have approximately $49.8 million outstanding limited tax debt, The town has no authorized but unissued debt after this issuance, and they do not have plans to get voter authorization for additional debt at this time. Given the lack of near-term borrowing plans, we anticipate the town debt profile to remain stable. Pension and other post-employment benefits (OPEB) We do not view pension and OPEB liabilities as a source of credit risk for the town, as required contributions currently represent an affordable share of total governmental expenditures. The town participates in: • Texas Municipal Retirement System (TMRS): 84.9% funded with a net pension liability of $1.4 million as of Dec. 31, 2019. • Texas Retirement System (TRS): 75.5% funded with a net pension liability of $1.5 million as of Dec. 31, 2019. • The town also participates in the TMRS supplemental death benefits fund, offering term life insurance to retirees. However, the town's participation in the plan is voluntary and can be discontinued in any year at council discretion. Therefore, we do not view OPEB liabilities as a credit risk. • Texas Public School Retired Employees' Group Insurance program (TRS-Care), which provides health insurance coverage to members of the TRS pension plan is 4.99% funded and the town has a proportionate share of the net OPEB liability of $2.3 million. TMRS' and TRS’ actuarially determined contributions fell short of our minimum funding progress (MFP) metric. The MFP metric assesses whether the most recent employer and employee contributions cover total service cost, plus unfunded interest cost, plus one-thirtieth of the principal. When MFP is achieved, it indicates that an issuer has a strong funding discipline that aims to ensure timely progress on reducing its plans' liabilities. The plans use certain assumptions that could increase contribution volatility, including 6.75% and 7.25% discount rates, respectively, which we view as aggressive, though there are other offsetting factors. For more information on pensions, see "Pension Spotlight: Texas," published Feb. 25, 2020. Despite the potential for contribution volatility, we expect strong reserves would allow the town to absorb the increases with minimal disruption to financial performance in the near term. Westlake's combined required pension and actual other postemployment benefit (OPEB) contributions totaled 3.2% of total governmental fund expenditures in 2020. The town made its full required pension contribution in 2020. Strong institutional framework The institutional framework score for Texas municipalities is strong. Page 1 of 2 TOWN COUNCIL AGENDA ITEM Public Hearing Monday, August 23, 2021 TOPIC: Conduct a public hearing and consider approval of an ordinance approving amendments to Ordinance 760 approving the design guidelines for the PD1- 2 zoning district, known as “Westlake Entrada”, located north of Solana Blvd., east of Davis Blvd., and south of State Highway 114. STAFF: Ron Ruthven, Planning and Development Director STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Planned / Responsible Development Citizen, Student & Stakeholder High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Preserve Desirability & Quality of Life SUMMARY Staff proposes a minor amendment to the Entrada design guidelines regarding signage. The Entrada design guidelines, approved by the Town Council on December 14, 2015 by Ordinance 760, currently permit internally illuminated plastic channel letters on a case by case basis. Existing examples of this type of sign in Entrada can be found on the front façades of the CVS Pharmacy and the façade of the Sendera Title building. Staff proposes eliminating plastic internally illuminated channel letters from the design guidelines. These types of types of signs are pervasive in most suburban retail developments across the nation and are not consistent with the rustic Catalonian design theme of Entrada, particularly in multi-tenant situations where more than one business is in a single building. COUNCIL ACTION/OPTIONS • Approve the proposed Ordinance, which contains staff’s recommendations; • Approve the Ordinance with additional conditions/modifications; • Deny the proposed Ordinance with prejudice • Deny the proposed Ordinance without prejudice • Table the item PLANNING AND ZONING COMMISSION RECOMMENDATION Page 2 of 2 On August 16, 2021, the Planning and Zoning Commission voted to approve the proposed amendments by a (5-0) vote subject to the recommendation that, in the future, staff seek ways to incentivize businesses to replace existing signage with signage that complies with the proposed amendments where applicable. STAFF RECOMMENDATION Staff recommends approval. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $0.00 Funding Source: N/A Contract: No Forms: N/A DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: The proposed amendments do not affect Westlake Academy. Comprehensive Plan: The proposed amendments comply with the comprehensive plan. Traffic Impact: The proposed amendments do present any traffic impacts. ATTACHMENTS 1. Proposed Ordinance PLANNING AND DEVELOPMENT ANALYSIS PROPOSED AMENDMENTS The proposed amendments are detailed as follows (shown in mark-up format): Ordinance 760, Exhibit B – Entrada Design Guidelines, Page 64, Signage – Materials: Letters “Letters: Channel letters, pierced or laser cut metal displaying lettering, number or logos. Acceptable materials are brass, bronze, copper, or ferrous metal. Plastic is allowed upon review and approval of proposed design. Acceptable metal finishes include oil rubbed, dark bronze, black iron or a shop applied natural patina finish. Internally lit or back lit plastic channel letters may be allowed on a case by case basis. Colors and design to be approved by the Town or their designee.” In situations where plastic, back-lit channel letters, or something similar, are deemed integral to the building design by the proposed developer, a waiver may be granted by the Town Council as part of the site plan approval process. I QJ' I "l I �I '-----I !;} I ii}II J'! I " I C) A I I Ii I 1 I BLOCKM BLOCKG BLOCK F ILOCKI GAS PAD PLAZA MAYOi ILOCIC It TOWNHAIL SITE LOT/BLOCK RETAIL CORNER BLOCK A & 0 CVS LOT 3, BLOCK N PRIMROSE LOT 2, BLOCK M BLOCK J LOTS 11-16, 17X-20X, BLOCK BLOCK I BLOCK I BLOCK E LOTS 1R-14, 19X-20X, BLOCK PLAZA MAYOR BLOCK K GAS WELL PAD SITE BLOCK B RESTAURANT ROW LOTS 2,3, BLOCK CHAPEL/ RECEPTION LOTS 3A,6, HALL BLOCK C BLOCK C LOT 1, BLOCK C UNDERGROUND GUN BLOCK P RANGE/ RETAIL PHASE 2 MULTIPLE LOTS, BLOCKS Q,L,T J E C APPROVED ORDINANCE SP I ORD 771 I 2-22-16 SP I ORD 762 I 12-14-15 SP I ORD 763 I 12-14-15 SP I ORD 783 I 4-25-16 SP I ORD 847 I 2-26-18 SP I ORD 837 I 9-11-17 SP I ORD 854 I 5-21-18 SP I ORD 778 I 3-28-16 SP I ORD 779 I 3-28-16 SP I ORD 853 I 4-30-18 SP I ORD 777 I 3-28-16 SP I ORD 909 I 5-18-20 DP I ORD 830 I 6-19-17 *APPROVED ORDINANCE TO BE REVISED NORTH * * * Map Color Entrada Development Plan Land Use Categories Single Family Residential (detached) Single Family Residential (majority attached/townhome/brownstone) Residential Condominium (Stand alone) Mixed-Use (Vertically Integrated Residential Condominium with Commercial) Office Retail (includes restaurants) Hotel/ Other Commerlcal Entertainment/ Recreation/ Events Institutional (Church, Government, hospital) Utilities/ public parking areas/ roads Parks and Open Space (Including Public Pla2as) Water features Entrada Development Plan Pedestrian Mobility Legend Public Trails - - -•Sidewalks -----•Public Passages {European Style -includes pedestrian only bridges) Areas BLOCK TYPE TOTAL ACRES A RETAIL CORNER 1.42 B GAS WELL PAD SITE 7.22 C RETAIL/STORAGE 3. f 1 C REST AU RANT ROW 1.27 C CHAPEL/RECEPTION HALL 0.87 D RES 0.74 D POND 1.24 E RES 2.14 F RES 2.86 G RES 2.29 H RES 3.09 I RES 1.02 J RES 1.49 J {EXISTING) RES 0.72 K PLAZA MAYOR 5.81 L MU 3.61 L TOWNHALL 0.65 M RES 1.29 M PRIMROSE 1.62 N MU 0.38 N RETAIL 1.76 0 RETAIL 1.06 p GUN RANGE/RETAIL 2.83 p OPEN SPACE 6.61 p POND 5.30 R MU 0.17 Q RES 6.23 Q POND 3. f 1 Q MU 1.82 BLOCK LOTS UNITS BLOCK D LOTS 1-10 10 BLOCK E LOTS l R-17 17 BLOCK F LOTS 1-14 14 BLOCKG LOTS 1-15 15 BLOCK H LOTS 1-14 14 BLOCK I LOTS 3-14 12 BLOCK J LOTS 1-16 16 BLOCK L LOTS 1-25 47 BLOCKM LOTS 1-18 18 10/08/2020 SITE PLAN SCALE: 1/128"=1'-0" AMENDS ORDINANCES 720 & 830 Ordinance 918 Exhibit "A" al I IYJ / :?! I'-I S} I ii}II [!] I ;f I C) I I Ii I I g I BLOCKM . .., -------='·........... .. --...... ........... _. .. :-... ___ ... _..,___ --· 2' ·- .... --..... • ....... _...;..:..,,:::::::::.: --.......... -. ..,, --�·---....... -.................. -�'-........... I{ ::::::::'!'!J .......... , • ..., -�.... "',� ·-------"'� ....... RESTAURANT LOCKG BLOCK BLOCK CHAPEL TOWN HALL Map Color Ent rad a Development Plan Land Use Categories Single Family Residential {semi-detached or detached! Sinale Family Residential {majority attached/townhome/brownstone) Residential Condominium (Stand alone) Mixed-Use (Vertically Integrated Residential Condominium with Commercial) Office Retail (includes restaurants) Hotel / Other Commerical Entertainment/ Recreation / Events Institutional (Church, Government, hospital) Utilities/ public parking areas/ roads Parks and Open Space {lnclulding Public Plazas) Water features Entrada Development Plan Pedestrian Mobility Legend Public Trails - - - •Sidewalks - - - - - • Public Passages (European Style includes pedestrian only bridges) AMENDS ORDINANCES 720 & 830 Ordinance 918 Exhibit "A" Ordinance 933 Page 1 of 3 TOWN OF WESTLAKE ORDINANCE NO. 933 AN ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS, AMENDING ORDINANCE 760, WHICH APPROVED THE DESIGN GUIDELINES FOR PLANNED DEVELOPMENT ZONING DISTRICT 1-3 (PD 1-2), COMMONLY KNOWN AS ENTRADA; PROVIDING A PENALTY; PROVIDING A CUMULATIVE CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; AUTHORIZING PUBLICATION; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake, Texas is a general law municipality; and WHEREAS, On December 14, 2015, the Westlake Town Council approved Ordinance 760, which approved the design guidelines for Planned Development District 1-2 (PD 1-2), an approximately 85 acre tract land, located north of Solana Boulevard, east of Davis Boulevard, and south of Highway 114, for the purpose of amending the Phase Two portion of the Development Plan; and WHEREAS, Town staff proposes amendments to the signage standards in the design guidelines; and WHEREAS, the Town Council of the Town of Westlake finds it necessary for the public health, safety and welfare that development occur in a controlled and orderly manner; and WHEREAS, following provision of proper legal notice, including written notice to owners within 200 feet of the subject property, published notice and posted notice in accordance with the Texas Open Meetings Act of public hearing, a public hearing was held on August 16, 2021 by the Planning and Zoning Commission (Commission) whereby the Commission recommended to the Town Council approval of the amendments to the development plan and shown in the attached Exhibit “A”; and WHEREAS, following provision of proper legal notice, including written notice to owners within 200 feet of the subject property, published notice and posted notice in accordance with the Texas Open Meetings Act of public hearing, a public hearing was held on August 23, 2021 by the Town Council; and WHEREAS, the Council believes that the interests of the Town, the present and future residents and citizens of the Town, and developers of land within the Town, are best served by adopting this Ordinance, which the Council has determined to be consistent with the 2015 Comprehensive Plan and its Land Use Map, Thoroughfare Plan, and Open Space Plan, all as amended to date; and WHEREAS, upon the recommendation of the Planning and Zoning Commission and after a public hearing, the Town Council of the Town of Westlake, Texas, is of the opinion that it Ordinance 933 Page 2 of 3 is in the best interests of the Town and its citizens that these amendments to the Entrada design guidelines, as approved by Ordinance 760, should be approved and adopted. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That all matters stated in the preamble are found to be true and correct and are incorporated herein as if copied in their entirety. SECTION 2: That the following amendments to the Entrada design guidelines, as approved by Ordinance 760, Exhibit B, are hereby approved: A. Ordinance 760, Exhibit B, Page 64, Signage – Materials: Letters, is hereby repealed and replaced with the following language: “Letters: Channel letters, pierced or laser cut metal displaying lettering, number or logos. Acceptable materials are brass, bronze, copper, or ferrous metal. Acceptable metal finishes include oil rubbed, dark bronze, black iron or a shop applied natural patina finish. Colors and design to be approved by the Town or their designee.” B. That all other provisions of Ordinance 760 shall remain in full force and effect, except as amended herein. SECTION 3: That, except where provided specifically herein, this Ordinance shall be cumulative of all other Town Ordinances and all other provisions of other Ordinances adopted by the Town which are inconsistent with the terms or provisions of this Ordinance are hereby repealed. SECTION 4: That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Code of Ordinances of the Town of Westlake, and upon conviction shall be punishable by a fine not to exceed the sum of Two Thousand Dollars ($2,000.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 5: It is hereby declared to be the intention of the Town Council of the Town of Westlake, Texas, that sections, paragraphs, clauses and phrases of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared legally invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such legal invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Ordinance since the same would have been enacted by the Town Council of the Town of Westlake without the incorporation in this Ordinance of any such legally invalid or unconstitutional, phrase, sentence, paragraph or section. SECTION 6: This ordinance shall take effect immediately from and after its passage as the law in such case provides. Ordinance 933 Page 3 of 3 PASSED AND APPROVED ON THIS 23rd DAY OF AUGUST 2021. __________________________________ ATTEST: Laura Wheat, Mayor ____________________________ __________________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Page 1 of 6 TOWN COUNCIL AGENDA ITEM Public Hearing Monday, August 23, 2021 TOPIC: Conduct a public hearing and consider approval of an ordinance approving amendments to Ordinances 720 and 918 approving and amending the development plan for the PD1-2 zoning district, known as “Westlake Entrada”, located north of Solana Blvd., east of Davis Blvd., and south of State Highway 114. STAFF: Ron Ruthven, Planning and Development Director STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Planned / Responsible Development Citizen, Student & Stakeholder High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Preserve Desirability & Quality of Life SUMMARY The purpose of this item is to consider and discuss requested changes to the Entrada development plan. The proposed major changes to the amenity core of the development include removing the amphitheater, adding a hotel along SH 114, adding retail and a residential repository to the remainder of Block C, located along SH 114. Given the removal of the amphitheater, Block B, the former gas pad site, would contain a new retail/events area, office buildings along the west wall of the parking garage, and a hotel. Block K, containing the plaza mayor, would include mixed-use on all three sides rather than a mix of hotel and condos as currently planned. COUNCIL ACTION/OPTIONS • Approve the proposed Ordinance, which contains staff’s recommendations; • Approve the Ordinance with additional conditions/modifications; • Deny the proposed Ordinance with prejudice • Deny the proposed Ordinance without prejudice • Table the item PLANNING AND ZONING COMMISSION RECOMMENDATION Page 2 of 6 On August 16, 2021, the Planning and Zoning Commission voted to approve the proposed amendments by a (5-0) vote subject to staff’s recommendations. STAFF RECOMMENDATION Subject to Town Council discretion, staff recommends that approval include the conditions contained in the proposed ordinance, which include the following: A. That Ordinance 720, Exhibit B is hereby repealed and replaced with the attached Exhibit “A”; B. That Ordinance 830 is hereby repealed; C. That Ordinance 918 is hereby repealed; D. Regarding the following buildings shown on the development plan, if no building permits are issued for all said buildings by January 1, 2023, then further Town Council approval shall be required in order to receive a building permit for said buildings and to extend the expiration period beyond January 1, 2023: (a) all buildings on Block C; (b) the retail and office buildings on Block B; (c) the west mixed-use building on Block K. E. All uses shown on the development plan requiring the approval of a separate Specific Use Permit (SUP), including, but not limited to, the residential repository on Block C and the condominiums located in mixed-use areas, shall require separate Town Council consideration of a Specific Use Permit (SUP) as required by the Town zoning ordinances and Entrada zoning regulations. Approval of any SUP shall be at the sole discretion of the Town Council upon the recommendation of the Planning and Zoning Commission. Therefore, any labeled uses requiring an SUP shall not be considered entitled uses without the separate approval of an SUP. F. That all other provisions of Ordinance 720 not in conflict with Exhibit “A” shall remain in full force and effect; G. In the event of a conflict between this ordinance and Ordinance 703, as amended, and Ordinance 760, as amended, Ordinances 703 and 760 and their amendments, where applicable, shall control; H. With regard to housing type, counts and entitlements, information shown on Exhibit “A” is purely informational and shall not be considered regulatory. Final regulatory approval shall be determined upon consideration of the applicable site plan and/or Specific Use Permit by the Town Council. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $0.00 Funding Source: N/A Contract: No Forms: N/A Page 3 of 6 DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: The proposed amendments to the Entrada development plan do not affect existing residential entitlements in Entrada. Regarding residential condominiums, all units must receive separate approval of a Specific Use Permit (SUP) by the Town Council upon the recommendation of the Planning and Zoning Commission. Approval of an SUP is at the discretion of the Town Council. Any impacts to Westlake Academy would be evaluated upon the submission of an SUP application for residential condominiums. Therefore, specific to this request, there is no impact to Westlake Academy enrollment. Comprehensive Plan: The proposed development plan amendments comply with the comprehensive plan. Traffic Impact: A traffic impact analysis (TIA) was submitted for the Entrada development on June 6, 2013. The TIA examined all of the proposed land uses and roadways in the originally approved 2013 development plan. An additional traffic study was submitted on October 16, 2019 that provided an analysis of the roadway connections to the new SH 114 service roads currently under construction. The proposed development plan amendments are consistent with the data and methodology in the existing TIA and traffic study. However, further analysis may be required upon submission of individual site plans and/or SUP applications. ATTACHMENTS 1. Existing Development Plan 2. Proposed Development Plan 3. Proposed Ordinance PLANNING AND DEVELOPMENT ANALYSIS DEVELOPMENT PLAN REQUIREMENTS FOR ENTRADA The original development plan for Entrada was approved by Ordinance 720, and was subsequently amended by Ordinance 830 and 918. The purpose of the development plan is to serve as the guiding master plan for the development while also serving as the regulatory control plan for the entire development. The Entrada zoning regulations also require the site plans to be consistent with the approved development plan. Unlike a concept plan, the development plan is scaled, contains more detail such as exact roadway locations and lot boundaries, and serves to act as a high-level site plan for the entire development. PROPOSED MAJOR AMENDMENTS The following includes the detail of each proposed development plan amendment: Block C – Including Amphitheater Site The current approved development plan shows as follows for this area: Page 4 of 6 The proposed amendment shows as follows: The amended plan shows the residential repository, a hotel and retail buildings that mirror the restaurant row with the amphitheater removed. The residential repository will require the approval of a separate SUP, which will be considered on a future agenda. Block B – Gas Well Pad Site The current approved development plan shows as follows for this area: The proposed amendment shows as follows: Block C Block C Page 5 of 6 The proposed change includes a retail/events area that would replace the amphitheater, a detached retail building, a hotel and offices along the west side of the parking garage interspersed with surface parking. Block K – Plaza Mayor site The current approved development plan shows as follows for this area: The proposed amendment shows as follows: Page 6 of 6 The proposed change removes the two hotels and creates mixed-use on all three sides. Changes to the plaza design are also shown on the plan. The mixed-use category allows for ground floor commercial retail uses and condominiums on the upper floors. However, condominiums can only be approved through the approval of a Specific Use Permit (SUP). Thus, the mixed-use category on the development plan is not an entitlement given the SUP requirement. Other minor changes Other minor changes include areas where the development plan is calibrated to reflect approved site plans and site plan amendments. These include Block H, M and E. AMENDMENTS TO DEVELOPMENT AND ECONOMIC DEVELOPMENT PLANS Concurrent with the proposed zoning and development plan amendments, staff is drafting amendments to the development and economic development agreements to Entrada that will be considered by the Town Council on this and future agendas. These agreements will contain specific performance standards, incentives and penalties that will serve to incentivize and hold the developer accountable to construct the amenity core of improvements on Blocks B, C and K as shown on the development amendment simultaneously and in a timely fashion. The following is a general list of items that the agreement amendments will contain: • Construction (Blocks K, C and B): timing and scheduling; materials and design; staging and performance standards including incentives and penalties. • Block K Condominiums (Assuming approval of an SUP(s)): General conditions; interior design; amenities. • Events and Open Space (Blocks K, C and B): open space amenities; events management, planning and permitting; event specifics for the Block B events area. • Retail performance standards (Blocks K, C and B): retail location, quantity and quality. It is envisioned that these terms, when coupled with the other proposed amendments and the additional conditions described below, will enable the developer to complete the amenity core in a timely manner and to high level of quality consistent with the theme of the development. Ordinance 934 Page 1 of 5 TOWN OF WESTLAKE ORDINANCE NO. 934 AN ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS, AMENDING ORDINANCE 720, AS AMENDED, WHICH APPROVED THE DEVELOPMENT PLAN FOR PLANNED DEVELOPMENT ZONING DISTRICT 1-3 (PD 1-2), COMMONLY KNOWN AS ENTRADA; AND REPEALING ORDINANCE 918, WHICH AMENDED ORDINANCE 720; PROVIDING A PENALTY; PROVIDING A CUMULATIVE CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; AUTHORIZING PUBLICATION; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake, Texas is a general law municipality; and WHEREAS, On October 28, 2013, the Westlake Town Council approved Ordinance 720, which approved the Development Plan for Planned Development District 1-2 (PD 1-2), an approximately 85 acre tract land, located north of Solana Boulevard, east of Davis Boulevard, and south of Highway 114, for the purpose of amending the Phase Two portion of the Development Plan; and WHEREAS, On June 19, 2017, The Town Council approved Ordinance 830, which amended Ordinance 720 by amending only the Phase Two portion of the Development Plan; and WHEREAS, On October 26, 2020, The Town Council approved Ordinance 918, which amended Ordinance 720, and repealed Ordinance 830, by approving various graphics changes and site plan updates to the development plan; and WHEREAS, the developer seeks to further amend the development plan by changing various land use and building configurations; and WHEREAS, the Town Council of the Town of Westlake finds it necessary for the public health, safety and welfare that development occur in a controlled and orderly manner; and WHEREAS, following provision of proper legal notice, including written notice to owners within 200 feet of the subject property, published notice and posted notice in accordance with the Texas Open Meetings Act of public hearing, a public hearing was held on August 16, 2021 by the Planning and Zoning Commission (Commission) whereby the Commission recommended to the Town Council approval of the amendments to the development plan and shown in the attached Exhibit “A”; and WHEREAS, following provision of proper legal notice, including written notice to owners within 200 feet of the subject property, published notice and posted notice in accordance with the Texas Open Meetings Act of public hearing, a public hearing was held on August 23, 2021 by the Town Council; and Ordinance 934 Page 2 of 5 WHEREAS, the Council believes that the interests of the Town, the present and future residents and citizens of the Town, and developers of land within the Town, are best served by adopting this Ordinance, which the Council has determined to be consistent with the 2015 Comprehensive Plan and its Land Use Map, Thoroughfare Plan, and Open Space Plan, all as amended to date; and WHEREAS, upon the recommendation of the Planning and Zoning Commission and after a public hearing, the Town Council of the Town of Westlake, Texas, is of the opinion that it is in the best interests of the Town and its citizens that these amendments to the Entrada development plan, included herein and shown in attached Exhibit “A”, should be approved and adopted. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That all matters stated in the preamble are found to be true and correct and are incorporated herein as if copied in their entirety. SECTION 2: That the following amendments to the Entrada development plan, as amended, are hereby approved: A. That Ordinance 720, Exhibit B is hereby repealed and replaced with the attached Exhibit “A”; B. That Ordinance 918 is hereby repealed; C. Regarding the following buildings shown on the development plan, if no building permits are issued for all said buildings by January 1, 2023, then further Town Council approval shall be required in order to receive a building permit for said buildings and to extend the expiration period beyond January 1, 2023: (a) all buildings on Block C; (b) the retail and office buildings on Block B; (c) the west mixed-use building on Block K. D. All uses shown on the development plan requiring the approval of a separate Specific Use Permit (SUP), including, but not limited to, the residential repository on Block C and the condominiums located in mixed-use areas, shall require separate Town Council consideration of a Specific Use Permit (SUP) as required by the Town zoning ordinances and Entrada zoning regulations. Approval of any SUP shall be at the sole discretion of the Town Council upon the recommendation of the Planning and Zoning Commission. Therefore, any labeled uses requiring an SUP shall not be considered entitled uses without the separate approval of an SUP. E. That all other provisions of Ordinance 720 not in conflict with Exhibit “A” shall remain in full force and effect; F. In the event of a conflict between this ordinance and Ordinance 703, as amended, Ordinance 934 Page 3 of 5 and Ordinance 760, as amended, Ordinances 703 and 760 and their amendments, where applicable, shall control; G. With regard to housing type, counts and entitlements, information shown on Exhibit “A” is purely informational and shall not be considered regulatory. Final regulatory approval shall be determined upon consideration of the applicable site plan and/or Specific Use Permit by the Town Council. SECTION 3: That, except where provided specifically herein, this Ordinance shall be cumulative of all other Town Ordinances and all other provisions of other Ordinances adopted by the Town which are inconsistent with the terms or provisions of this Ordinance are hereby repealed. SECTION 4: That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Code of Ordinances of the Town of Westlake, and upon conviction shall be punishable by a fine not to exceed the sum of Two Thousand Dollars ($2,000.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 5: It is hereby declared to be the intention of the Town Council of the Town of Westlake, Texas, that sections, paragraphs, clauses and phrases of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared legally invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such legal invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Ordinance since the same would have been enacted by the Town Council of the Town of Westlake without the incorporation in this Ordinance of any such legally invalid or unconstitutional, phrase, sentence, paragraph or section. SECTION 6: This ordinance shall take effect immediately from and after its passage as the law in such case provides. PASSED AND APPROVED ON THIS 23rd DAY OF AUGUST 2021. __________________________________ ATTEST: Laura Wheat, Mayor ____________________________ __________________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ Ordinance 934 Page 4 of 5 L. Stanton Lowry, Town Attorney Ordinance 934 Page 5 of 5 EXHIBITS EXHIBIT A Development Plan Amendment Page 1 of 4 TOWN COUNCIL AGENDA ITEM Public Hearing Monday, August 23, 2021 TOPIC: Conduct a public hearing and consider approval of an ordinance approving amendments to Ordinance 703 approving the PD1-2 zoning district, known as “Westlake Entrada”, located north of Solana Blvd., east of Davis Blvd., and south of State Highway 114. STAFF: Ron Ruthven, Planning and Development Director STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Planned / Responsible Development Citizen, Student & Stakeholder High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Preserve Desirability & Quality of Life SUMMARY Centurion American is requesting amendments to the Entrada zoning regulations contained in Ordinance 703 to add a new, and currently unlisted, land use. Ordinance 703 contains the comprehensive Planned Development District (PD) zoning and development regulations for the Entrada development, which is wholly contained within the PD1-2 zoning district. The proposed new use would be called a “Residential Repository”, which would allow for climate-controlled, indoor self-storage units that would include a mix of personalized, custom units where car, art and other collections could be stored and viewed, and would also allow for compartmentalized, prefabricated self-storage units similar to other typical indoor self-storage facilities. In conjunction with these amendments, staff is proposing amendments to the Entrada zoning regulations that would remove the legislative approval requirement for site plans and site plan amendments and would also provide for automatic expiration provisions for approved site plans where no building permit has been issued within two-years from the date of approval. COUNCIL ACTION/OPTIONS • Approve the proposed Ordinance, which contains staff’s recommendations; • Approve the Ordinance with additional conditions/modifications; • Deny the proposed Ordinance with prejudice Page 2 of 4 • Deny the proposed Ordinance without prejudice • Table the item PLANNING AND ZONING COMMISSION RECOMMENDATION On August 16, 2021, the Planning and Zoning Commission voted to approve the proposed amendments by a (5-0) vote. STAFF RECOMMENDATION Subject to Town Council discretion, staff recommends that approval include the conditions contained in the proposed ordinance. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $0.00 Funding Source: N/A Contract: No Forms: N/A DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: The proposed amendments to the Entrada zoning regulations do not affect existing residential entitlements in Entrada. Therefore, there is no impact to Westlake Academy enrollment. Comprehensive Plan: The proposed amendments comply with the comprehensive plan. Traffic Impact: The request does not affect existing zoning entitlements. With regard to the addition of the residential repository use, any traffic impacts would be evaluated upon submission of a Specific Use Permit application. ATTACHMENTS 1. Proposed Ordinance PLANNING AND DEVELOPMENT ANALYSIS EXPLANATION This item involves several steps on the part of the applicant to gain approval of their previous requests and address the previously noted concerns of the Commission. In conjunction with amendments to the Entrada zoning regulations and development plan requested by Centurion American on this agenda, this item also contains staff proposed amendments to the Entrada zoning regulations responsive to the applicant’s request as detailed above. These amendments along with the amendments proposed to the development plan are proposed in conjunction with an amendment to the development agreement and the economic development agreement for Entrada. The amendments to these agreements are explained in the agenda memo that describes the development plan amendments. Page 3 of 4 PROPOSED AMENDMENTS The following is a detailed breakdown of the proposed amendments to Ordinance 703: Article II – Uses, Land Use Schedule – Permitted Uses, Commercial Uses Under the Commercial Uses section of Article II – Uses, given the request by Centurion American, the following use is proposed: NEW USE: “Residential Repository” [subject to the approval of a Specific Use Permit (SUP).] The addition of the definition of a “Residential Repository” proposed in Ordinance 703 is shown below. Article I – General Provisions, Section 3 – General Definitions Staff proposes the following definition of a “Residential Repository” as follows: “Residential Repository – A retail service establishment, operating under a single Certificate of Occupancy, providing enclosed storage units primarily to residential customers within a single, enclosed and climate-controlled structure with each unit having individual access. Prohibited activities include utilization of any unit as a residence or short-term residential accommodation, industrial manufacturing, and any other use that may pose a nuisance and/or threat to public health and safety or otherwise constitute illegal activity under local, State and Federal law. Further conditions and restrictions, including but not limited to licensing requirements, may be placed upon a Residential Repository within the ordinance that approves the Specific Use Permit.” The Residential Repository use, if approved, is proposed to be included in a new building to be constructed on a portion of Block C in Entrada. Article I – General Provisions – Section 5.3 PD Site Plans Staff proposes amendments to the site plan requirements in the Entrada zoning regulations as shown in the following markup: “A PD site plan is mandatory and is the final step of the PD development process. The purposes of a PD site plan are to ensure that the development of individual building lots, parcels, or tracts within the PD district are consistent with the approved concept plan and development plan, if any, and to ensure that the standards applicable within the PD district are met for each such lot, parcel, or tract. A PD site plan shall continue to be valid for a period of twofour years after it is approved per the provisions of this ordinance by the Commission; however, if a building permit for all structures shown on the approved site plan is not issued by the Town within the two-year period after approval, the site plan shall automatically expire and shall terminate. such period may be extended by the Council a PD site plan shall terminate at the end of such four-year period (or extended period if approved by the council) unless, within such period, a preliminary plat has been filed with the Town for all of the land covered by such PD site plan. If a PD site plan terminates, Page 4 of 4 development of the land covered by the terminated plan cannot occur until a new PD site plan has been approved for the land as provided by this article. Site Approval Exceptions: Legislative approval of a site plan shall not be required except as provided herein and for the following site plans: a. Single- family residential homes; b. Small non- residential buildings where the building footprint does not exceed 5,000 square feet of gross floor area. Site plans that qualify for the exceptions noted above shall only require administrative approval by the Town Manager or designee. In reviewing said site plans, the Town Manager or designee may, in any instance, defer the consideration and approval of said site plan to the Town Council upon the recommendation of the Planning and Zoning Commission. Likewise, in the event that a site plan is denied by the Town Manager or designee, then the applicant may appeal said decision to the Town Council upon the recommendation of the Planning and Zoning Commission. Providing for the exception provision above, Aall site plans submissions shall otherwise meet the requirements of this ordinance and other pertinent Town regulations. In the event that an ordinance provision contained in Ordinance 703, or another regulation adopted by the Town Council, conflicts this exemption provision, this exemption provision shall supersede said conflicting provision. All site plans shall be consistent with the approved development plan, as amended, and shall adhere to the approved Entrada design guidelines, as amended. Variances to the regulations contained in this PD ordinance and its subsequent amendments, may only be approved by the Town Council via a Site Plan approval if the Site Plan approval process adheres to the same notification and public hearing process that a zoning change is required to adhere to by State law.” The purpose and justification of the proposed amendments is as follows: • Given the current stage in the life cycle of the Entrada development, the approved zoning regulations, development plan and design guidelines provide a detailed roadmap for proper development of Entrada. Provided the site plan adheres to these guidelines, only administrative approval is needed. Thus, the site plan approval process may be more efficient provided the site plan complies with all development requirements. • Any variances or deviations from the guidelines noted above will trigger a legislative approval requirement. • Coupled with the terms and conditions of the development and economic development agreements as amended, further assurance of fidelity to the development provisions approved by the Town Council is provided such that only administrative approval is needed from this point forward. Ordinance 935 Page 1 of 4 TOWN OF WESTLAKE ORDINANCE NO. 935 AN ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS, AMENDING ORDINANCE 703, AS AMENDED, WHICH APPROVED PLANNED DEVELOPMENT ZONING DISTRICT 1-2 (PD 1-2), AN APPROXIMATELY 85.9 ACRE TRACT GENERALLY LOCATED BETWEEN DAVIS BOULEVARD, SOLANA BOULEVARD AND STATE HIGHWAY 114, COMMONLY KNOWN AS ENTRADA; PROVIDING A PENALTY; PROVIDING A CUMULATIVE CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; AUTHORIZING PUBLICATION; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake, Texas is a general law municipality; and WHEREAS, Ordinance 703, approved by the Town Council on April 22, 2013, established Planned Development District 1-2 (PD 1-2), commonly known as Westlake Entrada, an approximately 85.9 acre tract generally located between Davis Boulevard, Solana Boulevard and State Highway 114; and WHEREAS, Ordinance 703 was amended by Ordinance 852, approved by the Town Council on April 30, 2018; and WHEREAS, Ordinance 703 was further amended by Ordinance 908, approved by the Town Council on May 18, 2020; and WHEREAS, an application was received requesting that a new principal use be added to the Land Use Schedule contained in Ordinance 703; and WHEREAS, amendments are also proposed to the site plan approval process; and WHEREAS, the Town Council of the Town of Westlake finds it necessary for the public health, safety and welfare that development occur in a controlled and orderly manner; and WHEREAS, following provision of proper legal notice, including written notice to owners within 200 feet of the subject property, published notice and posted notice in accordance with the Texas Open Meetings Act of public hearing, a public hearing was held on August 16, 2021 by the Planning and Zoning Commission (Commission) whereby the Commission recommended to the Town Council approval of the amendments to Ordinance 703 contained herein; and WHEREAS, following provision of proper legal notice, including written notice to owners within the PD1-2 zoning district and within 200 feet of the PD1-2 zoning district, published notice and posted notice in accordance with the Texas Open Meetings Act of public hearing, a public hearing was held on August 23, 2021 by the Town Council; and Ordinance 935 Page 2 of 4 WHEREAS, the Council believes that the interests of the Town, the present and future residents and citizens of the Town, and developers of land within the Town, are best served by adopting this Ordinance, which the Council has determined to be consistent with the 2015 Comprehensive Plan and its Land Use Map, Thoroughfare Plan, and Open Space Plan, all as amended to date; and WHEREAS, upon the recommendation of the Planning and Zoning Commission and after a public hearing, the Town Council of the Town of Westlake, Texas, is of the opinion that it is in the best interests of the Town and its citizens that these amendments to Ordinance 703 should be approved and adopted. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That all matters stated in the preamble are found to be true and correct and are incorporated herein as if copied in their entirety. SECTION 2: That the following amendments to Ordinance 703 are hereby authorized: “Article II – Uses, Land Use Schedule – Permitted Uses, Commercial Uses [Addition of New Use:] “Residential Repository” [subject to the approval of a Specific Use Permit (SUP).]” “Article I – General Provisions, Section 3 – General Definitions [Addition of new definition:] Residential Repository – A retail service establishment, operating under a single Certificate of Occupancy, providing enclosed storage units primarily to residential customers within a single, enclosed and climate-controlled structure with each unit having individual access. Prohibited activities include utilization of any unit as a residence or short-term residential accommodation, industrial manufacturing, and any other use that may pose a nuisance and/or threat to public health and safety or otherwise constitute illegal activity under local, State and Federal law. Further conditions and restrictions, including but not limited to licensing requirements, may be placed upon a Residential Repository within the ordinance that approves the Specific Use Permit.” “Article I – General Provisions, Section 5.3 Site Plans” is hereby repealed and replaced with the following language: “A PD site plan is mandatory and is the final step of the PD development process. The purposes of a PD site plan are to ensure that the development of individual building lots, parcels, or tracts within the PD district are consistent with the approved development plan and to ensure that the standards applicable within the PD district are met for each such lot, parcel, or tract. A PD site plan shall continue to be valid for a period of two years after it is approved per the provisions of this ordinance; however, if a building permit for Ordinance 935 Page 3 of 4 all structures shown on the approved site plan is not issued by the Town within the two- year period after approval, the site plan shall automatically expire and shall terminate. If a PD site plan terminates, development of the land covered by the terminated plan cannot occur until a new PD site plan has been approved for the land as provided by this article. Legislative approval of a site plan shall not be required except as provided herein and shall only require administrative approval by the Town Manager or designee. In reviewing said site plans, the Town Manager or designee may, in any instance, defer the consideration and approval of said site plan to the Town Council upon the recommendation of the Planning and Zoning Commission. Likewise, in the event that a site plan is denied by the Town Manager or designee, then the applicant may appeal said decision to the Town Council upon the recommendation of the Planning and Zoning Commission. All site plan submissions shall otherwise meet the requirements of this ordinance and other pertinent Town regulations. All site plans shall be consistent with the approved development plan, as amended, and shall adhere to the approved Entrada design guidelines, as amended. Variances to the regulations contained in this PD ordinance and its subsequent amendments, may only be approved by the Town Council via a Site Plan approval if the Site Plan approval process adheres to the same notification and public hearing process that a zoning change is required to adhere to by State law.” SECTION 3: That this Ordinance shall be cumulative of all other Town Ordinances and all other provisions of other Ordinances adopted by the Town which are inconsistent with the terms or provisions of this Ordinance are hereby repealed. SECTION 4: That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Code of Ordinances of the Town of Westlake, and upon conviction shall be punishable by a fine not to exceed the sum of Two Thousand Dollars ($2,000.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 5: It is hereby declared to be the intention of the Town Council of the Town of Westlake, Texas, that sections, paragraphs, clauses and phrases of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared legally invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such legal invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Ordinance since the same would have been enacted by the Town Council of the Town of Westlake without the incorporation in this Ordinance of any such legally invalid or unconstitutional, phrase, sentence, paragraph or section. SECTION 6: This ordinance shall take effect immediately from and after its passage as the law in such case provides. Ordinance 935 Page 4 of 4 PASSED AND APPROVED ON THIS 23rd DAY OF AUGUST 2021. __________________________________ ATTEST: Laura Wheat, Mayor ____________________________ __________________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Page 1 of 2 TOWN COUNCIL AGENDA ITEM Regular Meeting - Discussion Monday, August 23, 2021 TOPIC: Presentation and Discussion of the Town Council/Board of Trustees Governancy Policy STAFF: Amanda DeGan, Town Manager/Superintendent STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Informed & Engaged Citizens / Sense of Community Municipal & Academic Operations High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Encourage Westlake's Unique Sense of Place SUMMARY The Town Council / Board of Trustees has a Board Relations and Ethics Policy that was created in 2008 and last updated in 2011. The intent of the policy is to help guide elected officials in their governance duties and to set clear expectations for Council/Board interactions with each other, with the Staff teams, and with the media. As this document had not been updated in some time, I have added relevant information that more closely resembles our processes for Future Agenda Item rquests and that incorporates guidance on Agenda Policies, The Open Meetings Act, and the Council-Manager Form of government. COUNCIL ACTION/OPTIONS Discussion and feedback to Staff regarding the updates to the Governance Policy. STAFF RECOMMENDATION Review of Information. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $0.00 Funding Source: N/A Contract: No Forms: N/A Page 2 of 2 DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: There is no impact to Westlake Academy enrollment. Comprehensive Plan: There is no impact to the comprehensive plan. Traffic Impact: There is no traffic impact. ATTACHMENTS Governance Policy to be included in the packet and/or to follow under separate cover for inclusion with the final agenda document. The Town Council and Board of Trustees 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 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation regarding BRS. c. Section 551.071 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation and on a matter in which the duty of the Town Attorney to the Town Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Open Meetings Act - drainage matters within Vaquero. d. 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. Town Council/ Board of Trustees Item # 16 – Executive Session Town Council/Board of Trustees Item # 17 – Reconvene Town Council/Board of Trustees Meeting TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. Town Council/ Board of Trustees Item # 18 – Necessary Action Town Council/ Board of Trustees Item # 19 – Recap and Staff Direction a. Approved by Council for Discussion i. Historical Designations for various properties in Westlake (5/24) ii. Westlake Academy Data Request (will be presented in modified form at 9/16 retreat) b. Proposed Items i. Quarterly HOA Board Meeting Discussions (Councilmember Dasgupta) ii. Drainage and Water Runoff (Councilmember White) c. Pending items Town Council/ Board of Trustees Item # 20 – Future Agenda Items Town Council/ Board of Trustees Item # 21 – Adjournment