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02.26.2013 Town Council PacketPage 1 of 4 ] Prosper is a place where everyone matters. 1. Call to Order/Roll Call. 2. Invocation, Pledge of Allegiance and Pledge to the Texas Flag. 3. Announcements of upcoming events. 4. CONSENT AGENDA (Items placed on the Consent Agenda are considered routine in nature and are considered non-controversial. The Consent Agenda can be acted upon in one motion. A majority vote of the Council is required to remove any item for discussion and separate action. Council members may vote nay on any single item without comment and may submit written comments as part of the official record.) 4a. Consider and act upon minutes from the following Council meeting(s) (AP)  Regular Meeting – February 12, 2013 4b. Consider and act upon 1) an Engineering Design Services Agreement between the Town of Prosper and Wier & Associates, Inc., related to the Old Town Drainage Study and 2) adopting Resolution No. 13-15 authorizing the Town Manager to execute the same. (HW) 4c. Consider and act upon 1) an Engineering Design Services Agreement between the Town of Prosper and Wier & Associates, Inc., related to the Frontier Boulevard BN&SF RR Crossing Studies and 2) adopting Resolution No. 13-16 authorizing the Town Manager to execute the same. (HW) 4d. Consider and act upon the quarterly investment portfolio for the quarter ending December 31, 2012. (MG) 4e. Consider and act upon entering into agreement with Denton County Elections to administer the May 11, 2013 General Election. (AP) 4f. Consider and act upon Resolution No. 13-18 naming an Interim Town Secretary. (HJ) 4g. Resolution No. 13-04, cancelling the Regular Scheduled March 12, 2013 Town Council Meeting. (HJ) AGENDA Meeting of the Prosper Town Council Prosper Municipal Chambers 108 W. Broadway, Prosper, Texas Tuesday, February 26, 2013 Meeting begins at 6:00 p.m. Page 2 of 4 4h. Consider and act upon receiving the 2012 Racial Profile Report. (KM) 4i. Consider and act upon Resolution 13-19 authorizing individuals named to endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit with Independent Bank or any other Town depositories and exercise all of the powers listed in the resolution. (MG) 4j. Consider and act upon Resolution 13-20 amending authorized representatives to transact business with TexPool Participant Services. (MG) 5. CITIZEN COMMENTS: (The public is invited to address the Council on any topic. However, the Council is unable to discuss or take action on any topic not listed on this agenda. Please complete a “Public Comments Form” and present it to the Town Secretary prior to the meeting.) Other Comments by the Public - REGULAR AGENDA: (If you wish to address the Council during the regular agenda portion of the meeting, please fill out a “Speaker Request Form” and present it to the Town Secretary prior to the meeting. Citizens wishing to address the Council for items listed as public hearings will be recognized by the Mayor. Those wishing to speak on a non-public hearing related item will be recognized on a case-by-case basis, at the discretion of the Mayor and Town Council.) PUBLIC HEARING: 6. A public hearing to consider and act upon a request to rezone 124.7± acres, located on the south side of Frontier Parkway, 800± feet east of Preston Road to amend Planned Development-15 (PD-15), Exhibit C, Section 2.05 (Streets). (Z13-0003). (CC) DEPARTMENT ITEMS: 7. Consider and discuss the Town’s Investment Policy. (MG) 8. Consider and act upon Resolution 13-21 authorizing the Town Manager to execute a two year contract with Document Management Professionals Business Process Outsourcing, Inc. for the production and distribution of Town utility bills. (MG) 9. EXECUTIVE SESSION: Recess into Closed Session in compliance with Section 551.001 et. seq. Tex as Government Code, as authorized by the Texas Open Meetings Act deliberate regarding; 9a. Section 551.072. To deliberate the purchase, exchange, lease, or value of real property generally located on W. Broadway Street west of Coleman. Page 3 of 4 9b. Section 551.071. Meeting with Town Attorney regarding a matter in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas conflicts with the Open Meetings Act to receive legal advice regarding the Park Fee Ordinance, and matters related thereto. 10. To reconvene in Regular Session and take any action necessary as a result of the Closed Session. 11. Possibly direct Town Staff to schedule topic(s) for discussion at a future meeting.  Landscape Coit and First Street  Office Building located at 1000 N. Preston Road  Folsom Park portable restroom facility 12. Adjourn. CERTIFICATION I, the undersigned authority, do hereby certify that this Notice of Meeting was posted on the inside window at the Town Hall of the Town of Prosper, Texas, a place convenient and readily accessible to the general public at all times, and said Notice was posted on the following date and time: By __________________________ at 4:00 p.m. and remained so posted at least 72 hours before said meeting was convened. ________________________________ Amy Piukana, TRMC Town Secretary If during the course of the meeting covered by this Notice, the Town Council should determine that a closed or executive meeting or session of the Town Council or a consultation with the attorney/special counsel for the Town should be held or is required, then such closed or executive meeting or session or consultation with the attorney/special counsel as authorized by the Texas Open Meetings Act, Texas Government Code, §551.001, et seq., will be held by the Town Council at the date, hour and place given in this Notice or as soon after the commencement of the meeting covered by this Notice as the Town Council may conveniently meet in such closed or executive meeting or session or consult with the attorney/special counsel for the Town concerning any and all s ubjects and for any and all purposes permitted by the Act, including, but not limited to, the following sections and purposes: Texas Government Code: §551.071 - Consultation with the attorney/special counsel for the Town. §551.072 - Discussion regarding the purchase, exchange, lease or value of real property. §551.074 - Discussion regarding personnel matters. Page 4 of 4 NOTICE Pursuant to Town of Prosper Ordinance Number 07 -04, all speakers other than Town of Prosper Staff are limited to three (3) minutes per person, per item, which may be extended for an additional two (2) minutes with approval of a majority vote of the Town Council. NOTICE OF ASSISTANCE AT PUBLIC MEETINGS: The Prosper Town Council Meetings are wheelchair accessible. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services such as Interpreters for persons who are deaf or hearing impaired, readers, or large print, are requested to contact the Town Secretary’s Office at (972) 569-1011. BRAILLE IS NOT AVAILABLE. Page 1 of 6 ] Mayor Smith called the meeting to order at 5:45 p.m. Deputy Mayor Pro Tem Dugger made a motion to recess into Executive Session at 5:47 p.m. Motion seconded by Mayor Pro Tem Miller. Motion approved by vote of 7-0. 1. EXECUTIVE SESSION: Recess into Closed Session in compliance with Section 551.001 et. seq. Texas Government Code, as authorized by the Texas Open Meetings Act to deliberate regarding; 1a. Section 551.071. Meeting with the Town Attorney regarding a matter in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas conflicts with the Open Meetings Act regarding legal issues related to the: (i) proposed ordinance relating to, among other things, certain definitions, uses and regulations pertaining to alcoholic beverages; 2. To reconvene in Regular Session and take any action necessary as a result of the Closed Session. Deputy Mayor Pro Tem Dugger made a motion to reconvene into Regular Session at 6:17 p.m. Motion seconded by Council Member Korbuly. Motion approved by vote of 7-0. 3. Call to Order Regular Meeting/Roll Call. Council Members present: Mayor Ray Smith, Mayor Pro Tem Meigs Miller, Deputy Mayor Pro Tem Kenneth Dugger, Council Member Jason Dixon, Council Member Danny Wilson, Council Member Curry Vogelsang and Council Member Mike Korbuly. Absent: None Staff Members present: Town Manager Harlan Jefferson, Town Attorney Rebecca Brewer, Town Secretary Amy Piukana, Development Director Hulon Webb, Planning Director Chris Copple, Finance Director Matthew Garrett, Building Official Wayne Snell, Project Manager Michael Bulla, Parks and Recreation Coordinator Will Mitchell, and Code Enforcement Officer Trish Eller. 4. Pastor Wayne Bartley with First Baptist of Prosper led the Invocation. The Pledge of Allegiance and Pledge to the Texas Flag were given. 5. Announcements of upcoming events. The following announcements were given: o Utility Billing is holding a Spring Clean Up Event in the parking lot area behind Town Hall on Saturday, March 23, 2013 from 8 a.m. to noon. o Trout Derby is set for Saturday, March 2, 2013 from 9 a.m. to 11 a.m. at Frontier Park (Ages 14 yrs. and under) o Introduction of new employee Will Mitchell as the Parks & Recreation Coordinator. Minutes Regular Meeting of the Prosper Town Council Prosper Municipal Chambers 108 W. Broadway Prosper, TX 75078 Tuesday, February 12, 2013 Council Meeting 5:45 p.m. Executive Session 6:00 p.m. Regular Meeting Page 2 of 6 o Library’s upcoming celebration of Dr. Seuss’ birthday which will include some characters in his book. This event begins at 1 p.m. at the Prosper Library. o The Fire Department will have a ceremony of the new fire engine on Sunday, February 17, 2013 at 2 p.m. (Hotdogs and burgers will be served at the ceremony.) 6. Mayor Smith presented a proclamation to resident Melissa Hansen declaring February 7-14th as Congenital Heart Defect Awareness Week. 7. Mayor Smith and Building Official Wayne Snell recognized Jerry David with Bloomfield Homes as Second Runner-Up, Mark Covington with Drees Homes as First Runner-Up, and Mike Reynolds of Beazer Homes as the recipient of the Building Inspection’s 2012 Builder of the Year Awards. 8. Mr. Gerald Perrin area representative with Oncor Electric, Inc., updated Council regarding the Willow Ridge power outage issues noting Oncor has completed the advanced meter system and has upgraded the grid to add more efficiency. 9. CONSENT AGENDA (Items placed on the Consent Agenda are considered routine in nature and are considered non- controversial. The Consent Agenda can be acted upon in one motion. A majority vote of the Council is required to remove any item for discussion and separate action. Council members may vote nay on any single item without comment and may submit written comments as part of the official record.) 9a. Consider and act upon minutes from the following Council meeting(s) (AP) • Regular Meeting – January 22, 2013 9b. Consider and act upon 1) a Water Improvement Development Agreement between the Town of Prosper and Racetrac Petroleum, Inc., related to the extension of approximately 6,000 feet of 16” water main along US 380 and 2) adopting Resolution No. 13-08 authorizing the Town Manager to execute the same. (HW) 9c. Consider and act upon 1) an Engineering Design Services Agreement between the Town of Prosper and Spiars Engineering, Inc., related to the design of the Racetrac Offsite Water Line Project and 2) adopting Resolution No. 13-09 authorizing the Town Manager to execute the same. (HW) 9d. Consider and act upon the monthly Financial Reports. (MG) Mayor Pro Tem Miller made a motion to approve Consent Items 9a through 9d, as presented. Motion seconded by Council Member Wilson. Motion approved by vote of 7-0. 10. CITIZEN COMMENTS: (The public is invited to address the Council on any topic. However, the Council is unable to discuss or take action on any topic not listed on this agenda. Please complete a “Public Comments Form” and present it to the Town Secretary prior to the meeting.) Page 3 of 6 Other Comments by the Public – There were no citizens present that wished to speak. REGULAR AGENDA: (If you wish to address the Council during the regular agenda portion of the meeting, please fill out a “Speaker Request Form” and present it to the Town Secretary prior to the meeting. Citizens wishing to address the Council for items listed as public hearings will be recognized by the Mayor. Those wishing to speak on a non-public hearing related item will be recognized on a case- by-case basis, at the discretion of the Mayor and Town Council.) PUBLIC HEARING: 11. A public hearing to consider and act upon Ordinance 13-01 amending Chapter 2, Section 25 (Specific Use Permits); Chapter 3, Section 1 (Use of Land and Buildings) and Section 2 (Definitions); and Chapter 4, Section 4 (Parking Requirements), of the Town’s Zoning Ordinance relating to, among other things, certain definitions, uses and regulations pertaining to alcoholic beverages. (Z12-0009). (Continued Public Hearing from the January 22, 2013 Council Meeting.) There were no citizens present in support and/or opposition of the case. Mayor Pro Tem Miller made a motion to close the Public Hearing. Motion seconded by Deputy Mayor Pro Tem Dugger. Motion approved by vote of 7-0. Based on input from the Town Attorney, Town Staff and the Town Council regarding the establishment of alcohol regulations, Mayor Pro Tem Miller made a motion to withdraw the application which resulted in proposed Ordinance No. 13-01, and to direct staff to work with the Town Attorney to initiate a new zoning case to implement the textual amendments to the Comprehensive Zoning Ordinance regarding the establishment of alcohol regulations incorporating the input from Town Council and call for Public Hearings before the Planning & Zoning Commission and Town Council regarding the same. Motion seconded by Deputy Mayor Pro Tem Dugger. Motion approved by vote of 7-0. DEPARTMENT ITEMS: 12. Consider and act upon adopting Resolution No. 13-11, authorizing the Town Manager to execute the Agreement for the Reduction of the Extraterritorial Jurisdiction of the Town of Prosper, Texas, by and between the Town of Prosper, Texas and Comanche Ridge 52 Partners, Ltd., and take any and all other actions necessary to effectuate the same, said property consisting of 9.257± acres of land, generally located west of FM 1385 and north of Fishtrap Road. Town Manager Harlan Jefferson briefed Council regarding this item. Resident Jack Dixon spoke regarding this item. Mr. Dixon asked staff to define the wording ETJ, and what benefits the town would receive by reducing the ETJ, and how Police and Fire are funded for those areas. Mr. Dixon noted that he supports the development of single family homes being developed. Town Manager Harlan Jefferson explained that the ETJ stands for Extraterritorial Jurisdiction which is areas that municipalities can annex in the future. This agreement applies to the one section shown on the map. The Town has set agreements with annexations and boundary agreements. The Town has development standards which do not include apartments on this parcel. Police and Fire Services Page 4 of 6 in unincorporated areas normally use mutual aid agreements that allow other nearby Police and Fire Services to assist in emergencies. After discussion, Mayor Pro Tem Miller made a motion to approve an Agreement for the Reduction of the Extraterritorial Jurisdiction of the Town of Prosper, Texas, by and between the Town of Prosper, Texas and Comanche Ridge 52 Partners, Ltd., and take any and all other actions necessary to effectuate the same, said property consisting of 9.257± acres of land, generally located west of FM 1385 and north of Fishtrap Road and 2) adopt Resolution No. 13-11 authorizing the Town Manager to execute the same. Motion seconded by Deputy Mayor Pro Tem Dugger. Motion approved by vote of 7-0. 13. Consider and act upon adopting Resolution No. 13-12, authorizing the Town Manager to execute the Agreement for the Reduction of the Extraterritorial Jurisdiction of the Town of Prosper, Texas, by and between the Town of Prosper, Texas and Comanche Land Partners, Ltd., and take any and all other actions necessary to effectuate the same, said property consisting of 100.582± acres of land, generally located west of FM 1385 and north of Fishtrap Road. Town Manager Harlan Jefferson briefed Council regarding this item. Deputy Mayor Pro Tem Dugger made a motion to approve Resolution No. 13-12, authorizing the Town Manager to execute the Agreement for the Reduction of the Extraterritorial Jurisdiction of the Town of Prosper, Texas, by and between the Town of Prosper, Texas and Comanche Land Partners, Ltd., and take any and all other actions necessary to effectuate the same, said property consisting of 100.582± acres of land, generally located west of FM 1385 and north of Fishtrap Road. Motion seconded by Council by Council Member Vogelsang. Motion approved by vote of 7-0. 14. Consider and act upon adopting Resolution No. 13-13, authorizing the reduction of the Town of Prosper’s Extraterritorial Jurisdiction, by removing 9.257± acres of land, generally located west of FM 1385 and north of Fishtrap Road, and authorizing the Mayor to execute the same. Town Manager Harlan Jefferson briefed Council regarding this item. Council Member Dixon made a motion to approve Resolution No. 13-13, authorizing the reduction of the Town of Prosper’s Extraterritorial Jurisdiction, by removing 9.257± acres of land, generally located west of FM 1385 and north of Fishtrap Road, and authorizing the Mayor to execute the same. Motion seconded by Council Member Dixon. Motion approved by vote of 7-0. 15. Consider and act upon adopting Resolution No. 13-14, authorizing the reduction of the Town of Prosper’s Extraterritorial Jurisdiction, by removing 100.582± acres of land, generally located west of FM 1385 and north of Fishtrap Road, and authorizing the Mayor to execute the same. Town Manager Harlan Jefferson briefed Council regarding this item. Council Member Dixon made a motion to approve adopting Resolution No. 13-14, authorizing the reduction of the Town of Prosper’s Extraterritorial Jurisdiction, by removing 100.582± acres of land, generally located west of FM 1385 and north of Fishtrap Road, and authorizing the Mayor to execute the same. Motion seconded by Council Member Wilson. Motion approved by vote of 7-0. 16. Consider and act upon adopting Resolution No. 13-10, authorizing the reduction of the Town of Prosper’s Extraterritorial Jurisdiction, as a result of the Agreement for the Reduction of the Extraterritorial Jurisdiction of the Town of Prosper, Texas, by and among the Town of Prosper, Texas, Denton County Fresh Water Supply District No. 10, 166 Bryan Road Partners, LP and Bryan Road Retail Partners, LP, by removing 166.48± acres of land, generally located west of FM 1385 and Page 5 of 6 southeast of Bryan Road, and authorizing the Mayor to execute the same. Town Manager Harlan Jefferson briefed Council regarding this item. Council Member Dixon made a motion to adopt Resolution No. 13-10, authorizing the reduction of the Town of Prosper’s Extraterritorial Jurisdiction, as a result of the Agreement for the Reduction of the Extraterritorial Jurisdiction of the Town of Prosper, Texas, by and among the Town of Prosper, Texas, Denton County Fresh Water Supply District No. 10, 166 Bryan Road Partners, LP and Bryan Road Retail Partners, LP, by removing 166.48± acres of land, generally located west of FM 1385 and southeast of Bryan Road, and authorizing the Mayor to execute the same. Motion seconded by Council Member Wilson. Motion approved by vote of 7-0. 17. Consider and upon Resolution No. 13-06, ordering the General Election to be held jointly with the Prosper Independent School District on May 11, 2013. Town Secretary Amy Piukana briefed Council regarding this item. Mayor Pro Tem Dugger made a motion to approve Resolution No. 13-06, ordering the General Election to be held jointly with Prosper Independent School District on May 11, 2013. Motion seconded by Council Member Vogelsang. Motion approved by vote of 7-0. 18. Consider and act upon Ordinance No. 13-05 amending the FY 2012-2013 Budget. Finance Director Matthew Garrett briefed Council regarding this item. Mr. Garrett explained that this amends the FY 2012-2013 Budget to cover the fire engine purchase, which is $550,000 over the originally budgeted Fire Department General Fund appropriation total. These funds will be appropriated from the General Fund unassigned fund balance. These funds may be reimbursed later this fiscal year if determined that the engine should be bond funded. The fund balance is still very healthy at $2.3M (or 92 days operating) over the required 20% charter contingency reserve and 25% target. Mayor Pro Tem Miller expressed concern regarding the process for financing the new fire engine. After discussion, Deputy Mayor Pro Tem Dugger made a motion to approve Ordinance No. 13-05 amending Ordinance 12-28 and approving additional appropriations in the amount of $550,000 in the Fiscal Year 2012-2013 Fire Department General Fund Budget for the Purchase of a new fire engine. Motion seconded by Council Member Wilson. Motion approved by vote of 7-0. 19. Downtown Code Compliance Strategy Update. Code Enforcement Officer Trish Eller briefed Council showing a PowerPoint presentation of past and present cleanup projects within the Town of Prosper and downtown area locations. 20. Capital Improvement Projects Update. Project Manager Michael Bulla showed a PowerPoint presentation to Council regarding various road construction projects and updates. Mayor Pro Tem Miller made a motion to recess into Executive Session at 7:33 p.m. Motion seconded by Deputy Mayor Pro Tem Dugger. Motion approved by vote of 7-0. 21. EXECUTIVE SESSION: Recess into Closed Session in compliance with Section 551.001 et. seq. Texas Government Code, as authorized by the Texas Open Meetings Act to deliberate regarding; 21a. Section 551.072. To deliberate the purchase, exchange, lease, or value of real property generally located on W. Broadway Street west of Coleman. Page 6 of 6 22. To reconvene in Regular Session and take any action necessary as a result of the Closed Session. Mayor Pro Tem Miller made a motion to reconvene into Regular Session at 8:26 p.m. Motion seconded by Council Member Wilson. Motion approved by vote of 7-0. 23. Possibly direct Town Staff to schedule topic(s) for discussion at a future meeting • Update regarding the requirements and cost of a flashing school zone signs at Folsom and Coleman. Staff will research and discuss this item in the Strategic Plan and will consider a possibly Town wide policy. • Discussion of overnight parking of semi trucks on Richland Boulevard. Council advised staff to consider installing a sign reading “no truck parking” sign at the location. • Discussion of dates to schedule a Strategic Plan Workshop. Council set March 27, 2013 to hold a Strategic Plan Workshop. • Update regarding CIP information reports. Project Manager Michael Bulla noted that CIP Updates will be updated on the website monthly. Council advised staff to provide future updates regarding the 1461 rail road track issue, an update regarding Municipal Court citation numbers being lower than the previous year, and requested staff contact Animal Services regarding coyotes seen in the Bradford Farm subdivision. 24. Adjourn. Council Member Dixon made a motion to adjourn the meeting at 8:39 p.m. Motion seconded by Council Member Wilson. Motion approved by vote of 7-0. The meeting adjourned at 8:40 p.m. APPROVED: ___________________________________ Ray Smith, Mayor ATTEST: _______________________________ Amy M. Piukana, TRMC Town Secretary Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Development Services/Town Engineer CC: Harlan Jefferson, Town Manager Frank Jaromin, P.E., Director of Public Works Michael Bulla, CIP Project Manager Re: Town Council Meeting – February 26, 2013 Date: February 18, 2013 Agenda Item: Consider and act upon 1) an Engineering Design Services Agreement between the Town of Prosper and Wier & Associates, Inc., related to the Old Town Drainage Study and 2) adopting Resolution No. 13-15 authorizing the Town Manager to execute the same. Description of Agenda Item: This agreement is for the engineering design services necessary to perform a drainage analysis of the Old Town area of the Town of Prosper generally from Craig Street on the east, First Street on the south, Eighth Street on the north and the BN&SF Railroad on the west. The project consists of the collection of existing records and conditions for evaluation of current conditions, future land use/zoning and other information to allow a fully developed study of the watersheds and provide for future re-development of the Old Town area in compliance with an overall watershed management plan. Base mapping of the watersheds will be made utilizing GIS aerial and two foot interval contour mapping provided by the Town from the North Central Texas Council of Governments. The base mapping will be augmented by limited infield field surveying. Detailed topographic surveys of ditches, culverts and driveway crossings will be obtained at the northwest corner of Sixth Street and Church Street where a design of enclosed drainage systems will be made for existing storm water bypass flows occurring in the north ditch of Sixth Street. Preliminary studies of drainage divides and storm runoff amounts will be complied indicating drainage computation charts for the fully developed storm runoff for the 100yr, 25yr, 5yr and 2yr storm events reference at key design points along the watershed conveyance routes. Conceptual locations for potential detention ponds and ideas of locations for major drainage improvements will be complied in the conceptual phase including estimated detention volumes. Conceptual plans will be provided to the Town staff to review discuss comments, additional information needed, updates on available detention pond sites and other helpful comments/support for completion of the study. A preliminary submittal phase followed by a final submittal and report phases are part of the project. Once the report is complete, it will include exhibits, charts and work maps to be used by property owners, developers and engineers when redeveloping the Old Town area of the Town of Prosper. ENGINEERING Prosper is a place where everyone matters. Page 2 of 2 This project was included in the Capital Improvements Project List that was discussed with the Town Council on April 10, 2012, April 24, 2012 and May 22, 2012. The anticipated project schedule is: • Begin Design April 2013 • Complete Design December 2013 Budget Impact: The $65,500 for the study is to be funded by the Municipal Drainage Utility System Fee Fund. During the Capital Improvements Project List discussion with the Town Council on April 10, 2012, April 24, 2012 and May 22, 2012, the estimated cost for this project was listed as $75,000. Legal Obligations and Review: The contract is a standard Engineering Design Services Agreement previously approved by the Town Attorney. Attached Documents: The following documentation is being provided for review: 1. Engineering Design Services Agreement 2. Resolution authorizing the Town Manager to execute the agreement 3. Location Map Town Staff Recommendation: Town staff recommends that the Town Council: 1) approve an Engineering Design Services Agreement between the Town of Prosper and Wier & Associates, Inc., related to the Old Town Drainage Study and 2) adopt Resolution No. 13-15 authorizing the Town Manager to execute the same. TOWN OF PROSPER, TEXAS RESOLUTION NO. 13-15 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY AUTHORIZING THE TOWN MANAGER OF THE TOWN OF PROSPER, TEXAS, TO EXECUTE AN ENGINEERING DESIGN SERVICES AGREEMENT RELATED TO THE OLD TOWN DRAINAGE STUDY, BETWEEN WIER & ASSOCIATES, INC., AND THE TOWN OF PROSPER. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The Town Manager of the Town of Prosper, Texas, is hereby authorized to execute, on behalf of the Town Council of the Town of Prosper, Texas, an Engineering Design Services Agreement related to the Old Town Drainage Study, between Wier & Associates, Inc., and the Town of Prosper, as hereto attached. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 26th of February, 2013. _________________________ Ray Smith, Mayor ATTEST TO: _________________________ Amy Piukana Town Secretary CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECT PRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. $ $ 6600 LBJ Freeway, Suite 220 McLaughlin Brunson Insurance Agency, LLP Cert ID 14661 P.O. Box 307 XL Specialty Insurance Company 37885 2/20/2013 701 Highlander Patrick P McLaughlin Dallas TX 75240 Prosper TX 75078 Arlington TX 76015-4340 (214) 503-1212 (214) 503-8899 Town of Prosper The claims made professional liability coverage is the total aggregate limit for all claims Wier & Associates, Inc. presented within the annual policy period and is subject to a deductible. Thirty day notice of cancellation in favor of certificate holder on all policies. A waiver of subrogation is included on the professional liability policy. RE: Old Town Drainage Study A Professional Liability N Y DPR9699000 3/12/2012 3/12/2013 Per Claim/ Annual Aggregate 2,000,000 Page 1 of 1 Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Development Services/Town Engineer CC: Harlan Jefferson, Town Manager Frank Jaromin, P.E., Director of Public Works Michael Bulla, CIP Project Manager Re: Town Council Meeting – February 26, 2013 Date: February 18, 2013 Agenda Item: Consider and act upon 1) an Engineering Design Services Agreement between the Town of Prosper and Wier & Associates, Inc., related to the Frontier Boulevard BN&SF RR Crossing Studies and 2) adopting Resolution No. 13-16 authorizing the Town Manager to execute the same. Description of Agenda Item: The City of Celina is currently working on the design of Frontier Boulevard from the Dallas North Tollway to Preston Road (SH 289) as a concrete curb and gutter six-lane divided roadway with an at-grade crossing at the BN&SF Railroad. Town staff has been discussing with the City of Celina the need for an elevated railroad crossing of Frontier Boulevard at the BN&SF Railroad. This agreement is for the engineering services necessary to design and prepare exhibits and preliminary alignment documents related to feasibility studies for an At-Grade Railroad Crossing versus an Elevated Railroad Crossing at Frontier Boulevard and the BN&SF Railroad. The study and the associated exhibits are necessary to aid the Town of Prosper in future discussion with the City of Celina on the benefits of an Elevated Railroad Crossing. The anticipated project schedule is: • Begin Design March 2013 • Complete Design April 2013 Budget Impact: The $19,100 for the study is to be funded by the Thoroughfare Impact Fee Fund. Legal Obligations and Review: The contract is a standard Engineering Design Services Agreement previously approved by the Town Attorney. ENGINEERING Prosper is a place where everyone matters. Page 2 of 2 Attached Documents: The following documentation is being provided for review: 1. Engineering Design Services Agreement 2. Resolution authorizing the Town Manager to execute the agreement 3. Location Map Town Staff Recommendation: Town staff recommends that the Town Council: 1) approve an Engineering Design Services Agreement between the Town of Prosper and Wier & Associates, Inc., related to the Frontier Boulevard BN&SF RR Crossing Studies and 2) adopt Resolution No. 13-16 authorizing the Town Manager to execute the same. TOWN OF PROSPER, TEXAS RESOLUTION NO. 13-16 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY AUTHORIZING THE TOWN MANAGER OF THE TOWN OF PROSPER, TEXAS, TO EXECUTE AN ENGINEERING DESIGN SERVICES AGREEMENT RELATED TO THE FRONTIER BOULEVARD BN&SF RR CROSSING STUDIES, BETWEEN WIER & ASSOCIATES, INC., AN D THE TOWN OF PROSPER. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The Town Manager of the Town of Prosper, Texas, is hereby authorized to execute, on behalf of the Town Council of the Town of Prosper, Texas, an Engineering Design Services Agreement related to the Frontier Boulevard BN&SF RR Crossing Studies, between Wier & Associates, Inc., and the Town of Prosper, as hereto attached. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 26th of February, 2013. _________________________ Ray Smith, Mayor ATTEST TO: _________________________ Amy Piukana Town Secretary CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECT PRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. $ $ 6600 LBJ Freeway, Suite 220 McLaughlin Brunson Insurance Agency, LLP Cert ID 14661 P.O. Box 307 XL Specialty Insurance Company 37885 2/20/2013 701 Highlander Patrick P McLaughlin Dallas TX 75240 Prosper TX 75078 Arlington TX 76015-4340 (214) 503-1212 (214) 503-8899 Town of Prosper The claims made professional liability coverage is the total aggregate limit for all claims Wier & Associates, Inc. presented within the annual policy period and is subject to a deductible. Thirty day notice of cancellation in favor of certificate holder on all policies. A waiver of subrogation is included on the professional liability policy. RE: Frontier Boulevard BN&SF RR Crossing Studies A Professional Liability N Y DPR9699000 3/12/2012 3/12/2013 Per Claim/ Annual Aggregate 2,000,000 Page 1 of 1 Lori Heikkinen Accounting Manager Town of Prosper "A PLACE WHERE EVERYONE MATTERS" Investment Portfolio Summary October 1, 2012 - December 31, 2012 Prepared By Town of Prosper Inventory Holding Report 12/31/12 Maturity Break Bank Deposit 26,227,010 Subtotal - Cash 26,227,010 60% TexPool 2,502,171 TexStar 8,532,366 Subtotal - Pools 11,034,537 25% Agencies, Treasuries, Muni Bonds & CD's 0-3 mos.0 3-6 mos.2,654,266 6-9 mos.0 9-12 mos.1,013,505 Subtotal - Other < 1 yr 3,667,771 8% 1-2 yrs.2,647,283 2-3 yrs.0 > 3 yrs.0 Subtotal - Other 1 or > 1 yr 2,647,283 6% Total 43,576,600 100% Asset Diversification Bank Deposit 26,227,010 60% TexPool 2,502,171 6% TexStar 8,532,366 20% Certificate of Deposit 6,315,053 14% Total 43,576,600 100% - 5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 Town of Prosper - Maturity Break 1 Day Liquidity 0 5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 Bank Deposit TexPool TexStar Certificate of Deposit Town of Prosper - Security Type Town of Prosper CURRENT INVESTMENT - TOWN PORTFOLIO AS OF DECEMBER 31, 2012 PURCHASE DAYS DAYS TO TYPE OF DISCOUNT SETTLEMENT MATURITY HELD MATURITY % TOTAL WEIGHTED AVG WEIGHTED CUSIP SECURITY PER $100 PAR DISCOUNTED DATE DATE TERM 12/31/12 12/31/12 RATE MATURITY AVERAGE Bank Deposit Cash 100.00000%17,332,766 17,332,766 12/31/12 01/01/13 1 0 1 1.0000%39.78%0.398 173,327.66 Bank Deposit Cash 100.00000%1,300 1,300 12/31/12 01/01/13 1 0 1 1.0100%0.00%0.000 13.13 Bank Deposit Cash 100.00000%0 0 12/31/12 01/01/13 1 0 1 0.0000%0.00%0.000 0.00 Bank Deposit Cash 100.00000%33,247 33,247 12/31/12 01/01/13 1 0 1 0.4000%0.08%0.001 132.99 Bank Deposit Cash 100.00000%8,785,662 8,785,662 12/31/12 01/01/13 1 0 1 0.5000%20.16%0.202 43,928.31 Bank Deposit Cash 100.00000%69,684 69,684 12/31/12 01/01/13 1 0 1 0.1000%0.16%0.002 69.68 Bank Deposit Cash 100.00000%4,351 4,351 12/31/12 01/01/13 1 0 1 0.0000%0.01%0.000 0.00 Texpool Pool 100.00000%2,502,171 2,502,171 12/31/12 01/01/13 1 0 1 0.0810%5.74%0.057 2,026.76 TexStar Pool 100.00000%8,532,366 8,532,366 12/31/12 01/01/13 1 0 1 0.1125%19.58%0.196 9,598.91 CD CD 100.00000%1,013,505 1,013,505 12/12/11 12/12/13 731 385 346 1.3400%2.33%8.047 13,580.96 CD CD 100.00000%101,158 101,158 12/12/11 06/12/13 548 385 163 1.1500%0.23%0.378 1,163.32 CD CD 100.00000%2,647,283 2,647,283 12/10/12 06/10/14 547 21 526 0.5000%6.08%31.955 13,236.41 CD CD 100.00000%2,553,108 2,553,108 06/10/11 06/10/13 731 570 161 1.4000%5.86%9.433 35,743.51 43,576,600 43,576,600 2,566 1,361 1,205 100.00%50.6681 292,821.64 Average Portfolio Yield:0.63%Average Portfolio Yield:0.67% Average Portfolio Maturity:31 days Average Portfolio Maturity:51 days % Maturing within 3 months:91%% Maturing within 3 months:86% Town of Prosper, Texas Quarterly Portfolio Change - Town Cash 60% Pools 25% CD's 15% Total Portfolio Assets as of 12/31/12 is $ 43,576,600 Cash 58% Pools 27% CD's 15% Total Portfolio Assets as of 9/30/12 is $43,266,522 Town of Prosper QUARTERLY POSITION CHANGE REPORT - TOWN October 1, 2012 - December 31, 2012 PURCHASE BOOK VALUE MARKET VALUE TYPE OF SETTLEMENT MATURITY BEGINNING ENDING BEGINNING ENDING CUSIP SECURITY PAR RATE DATE DATE 09/30/12 12/31/12 CHANGE 09/30/12 12/31/12 CHANGE Cash Positions: Bank Cash Investments Bank Deposit Cash 17,332,766 1.0000%12/31/12 01/01/13 14,391,655 17,332,766 2,941,111 14,391,655 17,332,766 2,941,111 Bank Deposit Cash 1,300 1.0100%12/31/12 01/01/13 34,067 1,300 (32,767) 34,067 1,300 (32,767) Bank Deposit Cash 0 0.0000%12/31/12 01/01/13 0 0 0 (0)0 0 Bank Deposit Cash 8,785,662 0.4000%12/31/12 01/01/13 9,038,579 8,785,662 (252,916) 9,038,579 8,785,662 (252,916) Bank Deposit Cash 33,247 0.5000%12/31/12 01/01/13 138,186 33,247 (104,939) 138,186 33,247 (104,939) Bank Deposit Cash 69,684 0.1000%12/31/12 01/01/13 69,666 69,684 18 69,666 69,684 18 Bank Deposit Cash 4,351 0.0000%12/31/12 01/01/13 2,548 4,351 1,803 2,548 4,351 1,803 Subtotal Cash Positions 26,227,010 23,674,700 26,227,010 2,552,309 23,674,700 26,227,010 2,552,309 Cash Positions: Pooled Investments TexPool Pool 2,502,171 0.1458%12/31/12 01/01/13 2,501,177 2,502,171 993 2,501,177 2,502,171 993 TexStar Pool 8,532,366 0.1647%12/31/12 01/01/13 8,528,703 8,532,366 3,663 8,528,703 8,532,366 3,663 Subtotal Pool Investments 11,034,537 11,029,880 11,034,537 4,657 11,029,880 11,034,537 4,657 Marketable Securities CD 1,013,505 1.34%12/12/11 12/12/13 1,010,130 1,013,505 3,375 1,010,130 1,013,505 3,375 CD 101,158 1.15%12/12/11 06/12/13 100,869 101,158 289 100,869 101,158 289 CD 2,647,283 0.50%12/10/12 06/10/14 2,639,386 2,647,283 7,896 2,639,386 2,647,283 7,896 CD 2,553,108 1.40%06/10/11 06/10/13 2,544,227 2,553,108 8,880 2,544,227 2,553,108 8,880 Subtotal Marketable Securities 6,315,053 6,294,612 6,315,053 20,441 6,294,612 6,315,053 20,441 Grand Total 43,576,600 40,999,193 43,576,600 2,577,407 40,999,193 43,576,600 2,577,407 Economic Development Corporation Inventory Holding Report 12/31/12 Maturity Break Bank Deposit 2,395,024 Subtotal - Cash 2,395,024 100% TexPool 1,325 TexStar 1,190 Subtotal - Pools 2,515 0% Agencies, Treasuries, Muni Bonds & CD's 0-3 mos.0 3-6 mos.0 6-9 mos.0 9-12 mos.0 Subtotal - Other < 1 yr 0 0% 1-2 yrs.0 2-3 yrs.0 > 3 yrs.0 Subtotal - Other 1 or > 1 yr 0 0% Total 2,397,539 100% Asset Diversification Bank Deposit 2,395,024 100% TexPool 1,325 0% TexStar 1,190 0% Total 2,397,539 100% - 500,000 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 EDC- Maturity Break 1 Day Liquidity 0 500,000 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 Bank Deposit TexPool TexStar EDC- Security Type Town of Prosper CURRENT INVESTMENT - EDC PORTFOLIO AS OF DECEMBER 31, 2012 PURCHASE DAYS DAYS TO TYPE OF DISCOUNT SETTLEMENT MATURITY HELD MATURITY % TOTAL WEIGHTED AVG WEIGHTED CUSIP SECURITY PER $100 PAR DISCOUNTED DATE DATE TERM 12/31/12 12/31/12 RATE MATURITY AVERAGE Bank Deposit Cash 100.00000%2,395,024 2,395,024 12/31/12 01/01/13 1 0 1 1.0000%99.90%0.999 23,950.24 Texpool Pool 100.00000%1,325 1,325 12/31/12 01/01/13 1 0 1 0.1458 0.06%0.001 193.16 TexStar Pool 100.00000%1,190 1,190 12/31/12 01/01/13 1 0 1 0.1647 0.05%0.000 195.97 2,397,539 2,397,539 3 - 3 100.00%1.0000 24,339.37 Average Portfolio Yield:0.63%Average Portfolio Yield:0.67% Average Portfolio Maturity:31 days Average Portfolio Maturity:51 days % Maturing within 3 months:100%% Maturing within 3 months:100% Town of Prosper, Texas Quarterly Portfolio Change - EDC Cash 100% Pools 0% Total Portfolio Assets as of 12/31/12 is $ 2,397,539 Cash 100% Pools 0% Total Portfolio Assets as of 9/30/12 is $2,269,872 Town of Prosper QUARTERLY POSITION CHANGE REPORT - EDC October 1, 2012 - December 31, 2012 PURCHASE BOOK VALUE MARKET VALUE TYPE OF COUPON SETTLEMENT MATURITY BEGINNING ENDING BEGINNING ENDING CUSIP SECURITY PAR RATE DATE DATE 09/30/12 12/31/12 CHANGE 09/30/12 12/31/12 CHANGE Cash Positions: Bank Cash Investments Bank Deposit Cash 2,395,024 1.0000%12/31/12 01/01/13 2,267,359 2,395,024 127,665 2,267,359 2,395,024 127,665 Subtotal Cash Positions 2,395,024 2,267,359 2,395,024 127,665 2,267,359 2,395,024 127,665 Cash Positions: Pooled Investments TexPool Pool 1,325 0.1458%12/31/12 01/01/13 1,324 1,325 1 1,324 1,325 1 TexStar Pool 1,190 0.1647%12/31/12 01/01/13 1,189 1,190 1 1,189 1,190 1 Subtotal Pool Investments 2,515 2,513 2,515 2 2,513 2,515 2 Grand Total 2,397,539 2,269,872 2,397,539 127,667 2,269,872 2,397,539 127,667 Page 1 of 1 To: Mayor and Town Council From: Amy Piukana, Town Secretary CC: Harlan Jefferson, Town Manager Re: Town Council Meeting – February 26, 2013 Date: February 20, 2013 Agenda Item: Consider and act upon authorizing the Town Manager to execute an agreement with Denton County Elections Administration to conduct Election Services for the General Election to be held on May 11, 2013, for an amount not to exceed $6,000. Description of Agenda Item: Texas Election Code Sections 31.092 and 271.002 and Texas Education Code Section 11.0581 allow the Town to enter into joint election contract services with the County. This contract authorizes Denton County Elections Administrator, identified as Frank Philips, to conduct the May 11, 2013 General Election. The Town is located in dual counties (Collin/Denton Counties) however; Denton County has agreed to cover the Collin and Denton County voters. The Main Early Voting location will be at Prosper Municipal Chambers, 108 W. Broadway, Prosper, Texas. Denton and Collin County voters may Early Vote at any Denton County Election Early Voting site, which will be posted once available from the County. Voters may also vote at the Denton County Main Office located at 701 Kimberly Drive, Denton, TX 76208. The Election Day polling site will be at the Town’s regular site, Prosper Community Library, Reynolds Middle School, 700 N. Coleman Road. Budget Impact: The estimated budget impact is approximately $6,000. The County adjusts and divides the fees based upon the number of cities contracting election services. It is expected that this amount will be less. Attached Documents: Denton County Draft Contract Town Staff Recommendation: Town staff recommends that the Town Council approve authorizing the Town Manager to enter into a joint contract with Denton County Elections Administration to conduct election services for the May 11, 2013 General Election, in an amount not to exceed $5,000’s. Prosper is a place where everyone matters. ADMINISTRATION Page 1 of 10 THE STATE OF TEXAS COUNTY OF DENTON JOINT ELECTION AGREEMENT AND CONTRACT FOR ELECTION SERVICES THIS CONTRACT for election services is made by and between the Denton County Elections Administrator and the following political subdivisions located entirely or partially inside the boundaries of Denton County: Town of Argyle City of Aubrey Town of Bartonville City of Celina Town of Copper Canyon City of Corinth Town of Corral City Town of Cross Roads City of Denton Town of DISH Town of Double Oak Town of Flower Mound City of Fort Worth City of Frisco Town of Hackberry Town of Hebron Town of Hickory Creek City of Highland Village City of Justin City of Krugerville City of Krum City of Lake Dallas City of Lakewood Village City of Lewisville Town of Lincoln Park Town of Little Elm Town of Northlake City of Oak Point City of Pilot Point Town of Ponder Town of Prosper Town of Providence Village City of Sanger Town of Shady Shores City of Southlake Town of Trophy Club Town of Westlake Argyle Independent School District Aubrey Independent School District Celina Independent School District Denton Independent School District Frisco Independent School District Krum Independent School District Lake Dallas Independent School District Lewisville Independent School District Little Elm Independent School District Northwest Independent School District Pilot Point Independent School District Ponder Independent School District Prosper Independent School District Sanger Independent School District Alpha WCID Belmont Fresh Water Supply District No. 1 Belmont Fresh Water Supply District No. 2 Canyon Falls MUD 2 Canyon Falls WCID 1 Clear Creek Watershed Authority Denton County Fresh Water Supply District No. 1-A Denton County Fresh Water Supply District No. 1-B Denton County Fresh Water Supply District No. 1-C Denton County Fresh Water Supply District No. 1-D Denton County Fresh Water Supply District No. 1-E Denton County Fresh Water Supply District No. 1-F Denton County Fresh Water Supply District No. 1-G Denton County Fresh Water Supply District No. 1-H Denton County Fresh Water Supply District No. 4 Denton County Fresh Water Supply District No. 4-A Denton County Fresh Water Supply District No. 6 Denton County Fresh Water Supply District No. 7 Denton County Fresh Water Supply District No. 8-A Denton County Fresh Water Supply District No. 8-B Denton County Fresh Water Supply District No. 8-C Denton County Fresh Water Supply District No. 9 Denton County Fresh Water Supply District No. 10 Denton County Fresh Water Supply District No. 11-A Denton County Fresh Water Supply District No. 11-B Denton County Fresh Water Supply District No. 11-C Denton County MUD #7 Lake Cities Municipal Utility Authority Meadows Road Improvement District Mustang SUD North Fort Worth WCID No. 1 Oak Point WCID #1 Oak Point WCID #2 Oak Point WCID #3 Providence Village WCID Smiley Road WCID South Denton County WCID #1 The Lakes Fresh Water Supply District Valencia Page 2 of 10 This contract is made pursuant to Texas Election Code Sections 31.092 and 271.002 and Texas Education Code Section 11.0581 for a joint May 11, 2013 election to be administered by Frank Phillips, Denton County Elections Administrator, hereinafter referred to as “Elections Administrator.” RECITALS Each participating authority listed above plans to hold a general and/or special election on May 11, 2013. The County owns an electronic voting system, the Hart InterCivic eSlate/eScan Voting System (Version 6.2.1), which has been duly approved by the Secretary of State pursuant to Texas Election Code Chapter 122 as amended, and is compliant with the accessibility requirements for persons with disabilities set forth by Texas Election Code Section 61.012. The contracting political subdivisions desire to use the County’s electronic voting system and to compensate the County for such use and to share in certain other expenses connected with joint elections in accordance with the applicable provisions of Chapters 31 and 271 of the Texas Election Code, as amended. NOW THEREFORE, in consideration of the mutual covenants, agreements, and benefits to the parties, IT IS AGREED as follows: I. ADMINISTRATION The parties agree to hold a “Joint Election” with Denton County and each other in accordance with Chapter 271 of the Texas Election Code and this agreement. The Denton County Elections Administrator shall coordinate, supervise, and handle all aspects of administering the Joint Election as provided in this agreement. Each participating authority agrees to pay the Denton County Elections Administrator for equipment, supplies, services, and administrative costs as provided in this agreement. The Denton County Elections Administrator shall serve as the administrator for the Joint Election; however, each participating authority shall remain responsible for the decisions and actions of its officers necessary for the lawful conduct of its election. The Elections Administrator shall provide advisory services in connection with decisions to be made and actions to be taken by the officers of each participating authority as necessary. At each polling location, joint participants shall share voting equipment and supplies to the extent possible. The participating parties shall share a mutual ballot in those polling places where jurisdictions overlap. Multiple ballot styles shall be available in those shared polling places where jurisdictions do not overlap. II. LEGAL DOCUMENTS Each participating authority shall be responsible for the preparation, adoption, and publication of all required election orders, resolutions, notices, and any other pertinent documents required by the Texas Election Code and/or the participating authority’s governing body, charter, or ordinances, except that the Elections Administrator shall be responsible for the preparation and publication of all electronic voting equipment testing notices that are required by the Texas Election Code. Election orders should include language that would not necessitate amending the order if any of the Early Voting and/or Election Day polling places change. Preparation of the necessary materials for notices and the official ballot shall be the responsibility of each participating authority, including translation to languages other than English. Each participating authority shall provide a copy of their respective election orders and notices to the Denton County Elections Administrator. The Elections Administrator shall prepare a submission, on behalf of all participating authorities, to the United States Department of Justice for preclearance of the joint election procedures and polling places, pursuant to the Voting Rights Act of 1965, as amended. The Elections Administrator will provide to each participating authority a photocopy of the joint submission and any correspondence from the Department of Justice. The joint submission prepared by the Elections Administrator will not include submission of information for any special elections held by the participating authorities. Participating authorities are hereby notified and encouraged to Page 3 of 10 prepare their own submissions to the United States Department of Justice for special election procedures, or any changes that are specific to their own political subdivision. By signing this agreement, each participating authority certifies that it has no unresolved preclearance or voting rights issues known to it that would preclude or delay Department of Justice preclearance of the joint election. The Elections Administrator will file an amended submission to the United States Department of Justice in the event that any polling places are changed after the original submission is filed, including changes resulting from the withdrawal of one or more participating authorities pursuant to Section XII of this contract. III. VOTING LOCATIONS The Elections Administrator shall select and arrange for the use of and payment for all Election Day voting locations. Voting locations will be, whenever possible, the usual voting location for each election precinct in elections conducted by each participating city, and shall be compliant with the accessibility requirements established by Election Code Section 43.034 and the Americans with Disabilities Act (ADA). The proposed voting locations are listed in Attachment A of this agreement. In the event that a voting location is not available or appropriate, the Elections Administrator will arrange for use of an alternate location with the approval of the affected participating authorities. The Elections Administrator shall notify the participating authorities of any changes from the locations listed in Attachment A. If polling places for the May 11, 2013 joint election are different from the polling place(s) used by a participating authority in its most recent election, the authority agrees to post a notice no later than May 11, 2013 at the entrance to any previous polling places in the jurisdiction stating that the polling location has changed and stating the political subdivision’s polling place names and addresses in effect for the May 11, 2013 election. This notice shall be written in both the English and Spanish languages. IV. ELECTION JUDGES, CLERKS, AND OTHER ELECTION PERSONNEL Denton County shall be responsible for the appointment of the presiding judge and alternate judge for each polling location. The Elections Administrator shall make emergency appointments of election officials if necessary. Upon request by the Elections Administrator, each participating authority agrees to assist in recruiting polling place officials who are bilingual (fluent in both English and Spanish). In compliance with the Federal Voting Rights Act of 1965, as amended, each polling place containing more than 5% Hispanic population as determined by the 2010 Census shall have one or more election official who is fluent in both the English and Spanish languages. If a presiding judge is not bilingual, and is unable to appoint a bilingual clerk, the Elections Administrator may recommend a bilingual worker for the polling place. If the Elections Administrator is unable to recommend or recruit a bilingual worker, the participating authority or authorities served by that polling place shall be responsible for recruiting a bilingual worker for translation services at that polling place. The Elections Administrator shall notify all election judges of the eligibility requirements of Subchapter C of Chapter 32 of the Texas Election Code, and will take the necessary steps to insure that all election judges appointed for the Joint Election are eligible to serve. The Elections Administrator shall arrange for the training and compensation of all election judges and clerks. The Elections Administrator shall arrange for the date, time, and place for presiding election judges to pick up their election supplies. Each presiding election judge will be sent a letter from the Elections Administrator notifying him of his appointment, the time and location of training and distribution of election supplies, and the number of election clerks that the presiding judge may appoint. Each election judge and clerk will receive compensation at the hourly rate established by Denton County pursuant to Texas Election Code Section 32.091. The election judge, or his designee, will receive an additional sum of $25.00 for Page 4 of 10 picking up the election supplies prior to Election Day and for returning the supplies and equipment to the central counting station after the polls close. Election judges and clerks who attend voting equipment training and/or procedures training shall be compensated at the rate of $7 per hour. The Elections Administrator may employ other personnel necessary for the proper administration of the election, including such part-time help as is necessary to prepare for the election, to ensure the timely delivery of supplies during early voting and on Election Day, and for the efficient tabulation of ballots at the central counting station. Part-time personnel working as members of the Early Voting Ballot Board and/or central counting station on election night will be compensated at the hourly rate set by Denton County in accordance with Election Code Sections 87.005, 127.004, and 127.006. V. PREPARATION OF SUPPLIES AND VOTING EQUIPMENT The Elections Administrator shall arrange for all election supplies and voting equipment including, but not limited to, the County’s electronic voting system and equipment, sample ballots, voter registration lists, and all forms, signs, maps and other materials used by the election judges at the voting locations. The Elections Administrator shall ensure availability of tables and chairs at each polling place and shall procure rented tables and chairs for those polling places that do not have tables and/or chairs. The Elections Administrator shall be responsible for conducting all required testing of the electronic equipment, as required by Chapters 127 and 129 of the Texas Election Code. At each polling location, joint participants shall share voting equipment and supplies to the extent possible. The participating parties shall share a mutual ballot in those precincts where jurisdictions overlap. Multiple ballot styles shall be available in those shared polling places where jurisdictions do not overlap. The Elections Administrator shall provide the necessary voter registration information, maps, instructions, and other information needed to enable the election judges in the voting locations that have more than one ballot style to conduct a proper election. Each participating authority shall furnish the Elections Administrator a list of candidates and/or propositions showing the order and the exact manner in which the candidate names and/or proposition(s) are to appear on the official ballot (including titles and text in each language in which the authority’s ballot is to be printed). Each participating authority shall be responsible for proofreading and approving the ballot and the audio recording of the ballot, insofar as it pertains to that authority’s candidates and/or propositions. The joint election ballots that contain ballot content for more than one joint participant because of overlapping territory shall be arranged in the following order: Independent School District, City, Water District(s), and other political subdivisions. Early Voting by Personal Appearance and voting on Election Day shall be conducted exclusively on Denton County’s eSlate electronic voting system. The Elections Administrator shall be responsible for the preparation, testing, and delivery of the voting equipment for the election as required by the Election Code. The Elections Administrator shall conduct criminal background checks on relevant employees upon hiring as required by Election Code Section 129.051(g). VI. EARLY VOTING The participating authorities agree to conduct joint early voting and to appoint the Election Administrator as the Early Voting Clerk in accordance with Sections 31.097 and 271.006 of the Texas Election Code. Each participating authority agrees to appoint the Elections Administrator’s permanent county employees as deputy early voting clerks. The participating authorities further agree that the Elections Administrator may appoint other deputy early voting clerks to Page 5 of 10 assist in the conduct of early voting as necessary, and that these additional deputy early voting clerks shall be compensated at an hourly rate set by Denton County pursuant to Section 83.052 of the Texas Election Code. Deputy early voting clerks who are permanent employees of the Denton County Elections Administrator or any participating authority shall serve in that capacity without additional compensation. Early Voting by personal appearance will be held at the locations, dates, and times listed in Attachment “B” of this document. Any qualified voter of the Joint Election may vote early by personal appearance at any of the joint early voting locations. As Early Voting Clerk, the Elections Administrator shall receive applications for early voting ballots to be voted by mail in accordance with Chapters 31 and 86 of the Texas Election Code. Any requests for early voting ballots to be voted by mail received by the participating authorities shall be forwarded immediately by fax or courier to the Elections Administrator for processing. The address for the Denton County Early Voting Clerk is: Frank Phillips, Early Voting Clerk Denton County Elections PO Box 1720 Denton, TX 76202 Any requests for early voting ballots to be voted by mail, and the subsequent actual voted ballots, that are sent by a contract carrier (ie. UPS, FedEx, etc.) should be delivered to the Early Voting Clerk at the Denton County Elections Department physical address as follows: Frank Phillips, Early Voting Clerk Denton County Elections 701 Kimberly Drive, Suite A101 Denton, TX 76208 In accordance with Section 87.121(g) of the Election Code, the daily reports showing the previous day’s early voting activity will be available the following business day. The Elections Administrator shall post on the county website each participating authority’s early voting report on a daily basis and a cumulative final early voting report following the close of early voting. VII. EARLY VOTING BALLOT BOARD Denton County shall appoint an Early Voting Ballot Board (EVBB) to process early voting results from the Joint Election. The Presiding Judge, with the assistance of the Elections Administrator, shall appoint two or more additional members to constitute the EVBB. The Elections Administrator shall determine the number of EVBB members required to efficiently process the early voting ballots. VIII. CENTRAL COUNTING STATION AND ELECTION RETURNS The Elections Administrator shall be responsible for establishing and operating the central counting station to receive and tabulate the voted ballots in accordance with the provisions of the Texas Election Code and of this agreement. The participating authorities hereby, in accordance with Sections 127.002, 127.003, and 127.005 of the Texas Election Code, appoint the following central counting station officials: Counting Station Manager: Frank Phillips, Denton County Elections Administrator Tabulation Supervisor: Eric Leija, Denton County Technical Operations Manager Presiding Judge: Jason Barnett, Deputy Elections Administrator Alternate Judge: Paula Paschal, Contract Manager Page 6 of 10 The counting station manager or his representative shall deliver timely cumulative reports of the election results as precincts report to the central and remote counting stations and are tabulated. The manager shall be responsible for releasing unofficial cumulative totals and precinct returns from the election to the joint participants, candidates, press, and general public by distribution of hard copies at the central counting station and by posting to the Denton County web site. To ensure the accuracy of reported election returns, results printed on the tapes produced by Denton County’s voting equipment will not be released to the participating authorities at the remote collection sites or by phone from individual polling locations. The Elections Administrator will prepare the unofficial canvass reports after all precincts have been counted, and will deliver a copy of the unofficial canvass to each participating authority as soon as possible after all returns have been tabulated. The Elections Administrator will include the tabulation and precinct-by-precinct results that are required by Texas Election Code Section 67.004 for the participating entities to conduct their respective canvasses. Each participating authority shall be responsible for the official canvass of its respective election(s), and shall notify the Elections Administrator, or his designee, no later than three days after Election Day of the date of the canvass. The Elections Administrator will prepare the electronic precinct-by-precinct results reports for uploading to the Secretary of State as required by Section 67.017 of the Election Code. The Elections Administrator agrees to upload these reports for each participating authority, unless requested otherwise. The Elections Administrator shall be responsible for conducting the post-election manual recount required by Section 127.201 of the Texas Election Code unless a waiver is granted by the Secretary of State. Notification and copies of the recount, if waiver is denied, will be provided to each participating authority and the Secretary of State’s Office. IX. PARTICIPATING AUTHORITIES WITH TERRITORY OUTSIDE DENTON COUNTY Denton County Elections will consider conducting elections in territories outside of Denton County on a case-by- case basis. X. RUNOFF ELECTIONS Each participating authority shall have the option of extending the terms of this agreement through its runoff election, if applicable. In the event of such runoff election, the terms of this agreement shall automatically extend unless the participating authority notifies the Elections Administrator in writing within 3 business days of the original election. Each participating authority shall reserve the right to reduce the number of early voting locations and/or Election Day voting locations in a runoff election. If necessary, any voting changes made by a participating authority between the original election and the runoff election, shall be submitted by the authority making the change to the United States Department of Justice for the preclearance required by the Federal Voting Rights Act of 1965, as amended. Each participating authority agrees to order any runoff election(s) at its meeting for canvassing the votes from the May 11, 2013 election and to conduct its drawing for ballot positions at or immediately following such meeting in order to expedite preparations for its runoff election. Each participating authority eligible to hold runoff elections agrees that the date of the runoff election, if necessary, shall be Saturday, June 15, 2013. This date may be negotiable based on the Secretary of State’s calendar for elections in 2013. XI. ELECTION EXPENSES AND ALLOCATION OF COSTS The participating authorities agree to share the costs of administering the Joint Election. Allocation of costs, unless specifically stated otherwise, is mutually agreed to be shared according to a formula which is based on the average cost per election day polling place (unit cost) as determined by adding together the overall expenses and dividing Page 7 of 10 the expenses equally among the total number of polling places. Costs for polling places shared by more than one participating authority shall be pro-rated equally among the participants utilizing that polling place. It is agreed that charges for Election Day judges and clerks and Election Day polling place rental fees shall be directly charged to the appropriate participating authority rather than averaging those costs among all participants. If a participating authority’s election is conducted at more than one election day polling place, there shall be no charges or fees allocated to the participating authority for the cost of election day polling places in which the authority has fewer than 50% of the total registered voters served by that polling place, except that if the number of registered voters in all of the authority’s polling places is less than the 50% threshold, the participating authority shall pay a pro-rata share of the costs associated with the polling place where it has the greatest number of registered voters. Costs for Early Voting by Personal Appearance shall be allocated based upon the actual costs associated with each early voting site. Each participating authority shall be responsible for a pro-rata portion of the actual costs associated with the early voting sites located within their jurisdiction. Participating authorities that do not have a regular (non-temporary) early voting site within their jurisdiction shall pay a pro-rata portion of the nearest regular early voting site. Costs for Early Voting by mail shall be allocated according to the actual number of ballots mailed to each participating authority’s voters. Each participating authority agrees to pay the Denton County Elections Administrator an administrative fee equal to ten percent (10%) of its total billable costs in accordance with Section 31.100(d) of the Texas Election Code. The Denton County Elections Administrator shall deposit all funds payable under this contract into the appropriate fund(s) within the county treasury in accordance with Election Code Section 31.100. The Denton County Elections Administrator reserves the right to adjust the above formulas in agreement with any individual jurisdiction if the above formula results in a cost allocation that is inequitable. XII. WITHDRAWAL FROM CONTRACT DUE TO CANCELLATION OF ELECTION Any participating authority may withdraw from this agreement and the Joint Election should it cancel its election in accordance with Sections 2.051 - 2.053 of the Texas Election Code. The withdrawing authority is fully liable for any expenses incurred by the Denton County Elections Administrator on behalf of the authority plus an administrative fee of ten percent (10%) of such expenses. Any monies deposited with the Elections Administrator by the withdrawing authority shall be refunded, minus the aforementioned expenses and administrative fee, if applicable. It is agreed that any of the joint election early voting sites that are not within the boundaries of one or more of the remaining participating authorities, with the exception of the early voting site located at the Denton County Elections Building, may be dropped from the joint election unless one or more of the remaining participating authorities agreed to fully fund such site(s). In the event that any early voting site is eliminated under this section, an addendum to the contract shall be provided to the remaining participants within five days after notification of all intents to withdraw have been received by the Elections Administrator. XIII. RECORDS OF THE ELECTION The Elections Administrator is hereby appointed general custodian of the voted ballots and all records of the Joint Election as authorized by Section 271.010 of the Texas Election Code. Access to the election records shall be available to each participating authority as well as to the public in accordance with applicable provisions of the Texas Election Code and the Texas Public Information Act. The election records shall be stored at the offices of the Elections Administrator or at an alternate facility used for storage of county Page 8 of 10 records. The Elections Administrator shall ensure that the records are maintained in an orderly manner so that the records are clearly identifiable and retrievable. Records of the election shall be retained and disposed of in accordance with the provisions of Section 66.058 of the Texas Election Code. If records of the election are involved in any pending election contest, investigation, litigation, or open records request, the Elections Administrator shall maintain the records until final resolution or until final judgment, whichever is applicable. It is the responsibility of each participating authority to bring to the attention of the Elections Administrator any notice of pending election contest, investigation, litigation or open records request which may be filed with the participating authority. XIV. RECOUNTS A recount may be obtained as provided by Title 13 of the Texas Election Code. By signing this document, the presiding officer of the contracting participating authority agrees that any recount shall take place at the offices of the Elections Administrator, and that the Elections Administrator shall serve as Recount Supervisor and the participating authority’s official or employee who performs the duties of a secretary under the Texas Election Code shall serve as Recount Coordinator. The Elections Administrator agrees to provide advisory services to each participating authority as necessary to conduct a proper recount. XV. MISCELLANEOUS PROVISIONS 1. It is understood that to the extent space is available, other districts and political subdivisions may wish to participate in the use of the County’s election equipment and voting places, and it is agreed that the Elections Administrator may contract with such other districts or political subdivisions for such purposes and that in such event there may be an adjustment of the pro-rata share to be paid to the County by the participating authorities. 2. The Elections Administrator shall file copies of this document with the Denton County Judge and the Denton County Auditor in accordance with Section 31.099 of the Texas Election Code. 3. Nothing in this contract prevents any party from taking appropriate legal action against any other party and/or other election personnel for a breach of this contract or a violation of the Texas Election Code. 4. This agreement shall be construed under and in accord with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton County, Texas. 5. In the event that one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 6. All parties shall comply with all applicable laws, ordinances, and codes of the State of Texas, all local governments, and any other entities with local jurisdiction. 7. The waiver by any party of a breach of any provision of this agreement shall not operate as or be construed as a waiver of any subsequent breach. 8. Any amendments of this agreement shall be of no effect unless in writing and signed by all parties hereto. Page 9 of 10 XVI. COST ESTIMATES AND DEPOSIT OF FUNDS The total estimated obligation for each participating authority under the terms of this agreement is listed below. Each participating authority agrees to pay the Denton County Elections Administrator a deposit of approximately 90% of this estimated obligation no later than 15 days after execution of this agreement. The exact amount of each participating authority’s obligation under the terms of this agreement shall be calculated after the May 11, 2013 election (or runoff election, if applicable), and if the amount of an authority’s total obligation exceeds the amount deposited, the authority shall pay to the Elections Administrator the balance due within 30 days after the receipt of the final invoice from the Elections Administrator. However, if the amount of the authority’s total obligation is less than the amount deposited, the Elections Administrator shall refund to the authority the excess amount paid within 30 days after the final costs are calculated. The total estimated obligation and required deposit for each participating authority under the terms of this agreement shall be as follows: Estimated Deposit Political Subdivision Cost Page 10 of 10 XVII. SIGNATURE PAGE (separate page) Revised 2.1.2013 (11:00 a.m.) XVII. JOINT CONTRACT ACCEPTANCE AND APPROVAL IN TESTIMONY HEREOF, this agreement has been executed on behalf of the parties hereto as follows, to-wit: (1) It has on the _____ day of ___________, 2013 been executed by the Denton County Elections Administrator pursuant to the Texas Election Code so authorizing; (2) It has on the ______ day of ___________, 2013 been executed on behalf of the Town of Prosper pursuant to an action of the Prosper Town Council so authorizing; ACCEPTED AND AGREED TO BY DENTON COUNTY ELECTIONS ADMINISTRATOR: APPROVED: ___________________________________________ FRANK PHILLIPS ACCEPTED AND AGREED TO BY THE TOWN OF PROSPER: APPROVED: ATTESTED: _____________________________________________ _______________________________________ MAYOR TOWN SECRETARY TOWN OF PROSPER, TEXAS RESOLUTION NO. 13-18 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY APPROVING ACCEPTING THE MAYOR OF THE TOWN OF PROSPER, TEXAS TO NAME HARLAN JEFFERSON AS INTERIM TOWN SECRETARY. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The Mayor of the Town of Prosper, Texas, hereby authorized to name Harlan Jefferson as Interim Town Secretary. SECTION 2: Resolved by the affirmative vote of the Town Council on the 26th day of February, 2013. ______________________________ Ray Smith, Mayor ATTEST TO: _________________________ Harlan Jefferson Interim Town Secretary TOWN OF PROSPER, TEXAS RESOLUTION NO. 13-04 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY CANCELLING THE MARCH 12, 2013 REGULAR TOWN COUNCIL MEETING. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The March 12, 2013 Regular Town Council meeting is canceled due to the Spring Break Holiday and possible lack of quorum. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 26th day of February, 2013. ______________________________ Ray Smith, Mayor ATTEST TO: _________________________ Amy Piukana, TRMC Town Secretary To: Mayor and Town Council From: Gary R. McHone, Asst. Chief of Police Cc: Harlan Jefferson, Town Manager Amy Piukana, Town Secretary Re: Town Council Meeting –February 26, 2013 Date: 02-05-13 Agenda Item: Receipt and review of the 2012 Racial Profiling Report to Council as required by State Law. Description of Agenda Item: The Racial Profile Report is being presented to the Town Council before the end of March of 2013. This is in accordance with the Texas Code of Criminal Procedure 2.131-2.138 and the report formatting was outlined by the Texas Commission on Law Enforcement Officers Standards and Education (TCLEOSE). Each traffic stop that resulted in a citation or arrest was to be counted. Since the Prosper Police Department does use Mobile Vehicle Recorders, the information presented is denoted as Tier I Data. Budget Impact: None Legal Obligations and Review: Code of Criminal Procedure, Articles 2.131 - 2.138 Attached Documents: 2012 Racial Profile Report Board, Committee and/or Staff Recommendation: Staff recommends review of the document and accept receipt as required by Law. 2012 Partial Exemption Racial Profiling Reporting Town of Prosper Police Department (Tier 1) TCLEOSE Recommended Form Number of motor vehicle stops: 1. 1252 – citation only 2. 47 – Arrest only 3. 13 – both citation and arrest 4. 1312 – Total Race or Ethnicity: 5. 112 African 6. 9 Asian 7. 1033 Caucasian 8. 148 Hispanic 9. 7 Middle Eastern 10. 3 Native American 11. 1312 – Total Race or Ethnicity known prior to stop? 12. 0 – Yes 13. 1312 – No 14. 1312 – Total Search conducted? 15. 7 – Yes 16. 1305 – No 17. 1312 – Total Was search consented? 18. 4 – Yes 19. 3 – No 20. 7 – Total (must equal #15) In years past, comparison with the census data has been utilized; however, the growth of our jurisdiction has been so great that the census data is insufficient for comparison at this point. In previous reports, the number of all stops, inclusive of warnings, was used. With the new reporting mandates, only the number of traffic stops that resulted in either a citation or arrest is counted. Race is not a precursor for a traffic stop as denoted in the data set listed in #5 through #10. Race was not known prior to the traffic stop in a vast majority of the stops as noted in #12 and #13. This report will also be filed with TCLEOSE as mandated by law. Page 1 of 1 To: Mayor and Town Council From: Matthew B. Garrett, Finance Director CC: Harlan Jefferson, Town Manager Re: Town Council Meeting – February 26, 2013 Date: February 19, 2013 Agenda Item: Consider and act upon Resolution 13-19 authorizing individuals named to endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit with Independent Bank or any other Town depositories and exercise all of the powers listed in the resolution. Description of Agenda Item: An update to our list of individuals authorized to endorse checks is required given changes to town staff. The resolution will authorize Finance Director Matthew Garrett, Mayor Ray Smith and Town Manager Harlan Jefferson as signers to Independent Bank and other depository accounts. Budget Impact: N/A Legal Obligations and Review: N/A Attached Documents: Resolution 13-19 Board/Committee Recommendation: N/A Town Staff Recommendation: Staff recommends that the Town Council approve the item as part of the consent agenda. Prosper is a place where everyone matters. Administration TOWN OF PROSPER, TEXAS RESOLUTION NO. 13-19 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HERE BY AUTHORIZING THE FINANCE DIRECTOR, THE MAYOR AND THE TOWN MANAGER ENDORSE CHECKS AND ORDERS FOR THE PAYMENT OF MONEY OR OTHERWISE WITHDRAW OR TRANSFER FUNDS ON DEPOSIT WITH INDEPENDENT BANK OR ANY OTHER TOWN DEPOSITORY AND EXERCISE ALL OF THE POWERS LISTED IN THE RESOLUTION. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The Town approved signatories for current and possible future Independent Bank accounts and those of any other depository of the Town of Prosper, Texas, are hereby authorized to include the Finance Director, the Mayor and the Town Manager. Presently the incumbents for each position herein authorized are Matthew Garrett, Ray Smith and Harlan Jefferson respectively. SECTION 2: This Resolution shall take effect immediately upon its passage. DULY RESOLVED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, on this the 26th day of February, 2013. ____________________________________ Ray Smith Mayor ATTEST: ____________________________________ Amy Piukana, TRMC Town Secretary Page 1 of 1 To: Mayor and Town Council From: Matthew B. Garrett, Finance Director CC: Harlan Jefferson, Town Manager Re: Town Council Meeting – February 26, 2013 Date: February 19, 2013 Agenda Item: Consider and act upon Resolution 13-20 amending authorized representatives to transact business with TexPool Participant Services. Description of Agenda Item: This resolution is necessary to remove Amy Piukana from the list of authorized users on the Town’s TexPool accounts and add Harlan Jefferson as an authorized user. Budget Impact: N/A Legal Obligations and Review: No legal review is required. Attached Documents: Resolution Board, Committee and/or Staff Recommendation: Town staff recommends that the Town Council approve the resolution amending authorized representatives to transact business with TexPool Participant Services. Prosper is a place where everyone matters. Administration To: Mayor and Town Council From: Chris Copple, AICP, Planning Director Cc: Harlan Jefferson, Town Manager Hulon T. Webb, Jr., P.E., Director of Development Services/Town Engineer Re: Town Council Meeting – February 26, 2013 Date: February 18, 2013 Agenda Item: A public hearing to consider and act upon a request to rezone 124.7± acres, located on the south side of Frontier Parkway, 800± feet east of Preston Road, to amend Planned Development-15 (PD- 15), Exhibit C, Section 2.05 (Streets). (Z13-0003). Description of Agenda Item: The zoning and land use of the surrounding properties are as follows: Zoning Current Land Use Future Land Use Plan North City of Celina: Single Family Estates City of Celina: Single Family Residential (Preston Hills) City of Celina: Suburban Low-Moderate Residential East Single Family Estates and Single Family-15 Single Family Residential (Highland Meadows) Low Density Residential South Single Family-15 (SUP-1) Single Family Residential and Drywall Sales Low Density Residential West Planned Development-15- Retail and Agricultural Undeveloped Retail & Neighborhood Services and Medium Density Residential Requested Zoning – Z13-0003 is a request to amend Planned Development-15 (PD-15), Exhibit C, Section 2.05 (Streets). The purpose of the Planned Development (PD) amendment is to revise the residential street right-of-way from sixty (60) feet to fifty (50) feet, which complies with the Town’s neighborhood street standard (see attached exhibit). The proposed PD amendment does not change the street’s pavement width, which currently meets the Town’s standard of thirty-one (31) feet measured from back of curb. The zoning request is specifically to amend Exhibit C, Section 2.05, so all other sections of PD-15 are not included in the zoning request. Prosper is a place where everyone matters. PLANNING Budget Impact: There are no significant budget implications associated with the approval of this zoning request. Legal Obligations and Review: Zoning is discretionary. Therefore, the Town Council is not obligated to approve the request. Notification was provided to neighboring property owners as required by state law. Town staff has received six public hearing notice reply forms, with four in opposition to the request. Attached Documents: 1. Zoning Exhibits A and C. 2. Zoning map of the surrounding area. 3. Neighborhood street profile from the Town’s Thoroughfare, Circulation and Design Standards. 4. Planned Development-15. 5. Public hearing notice reply forms. Planning & Zoning Commission Recommendation: At their February 5, 2013 meeting, the Planning & Zoning Commission recommended the Town Council approve the request to amend Planned Development-15 (PD-15), Exhibit C, Section 2.05 (Streets) as submitted, by a vote of 5-0. Town Staff Recommendation: Town staff recommends the Town Council approve the request to amend Planned Development- 15 (PD-15), Exhibit C, Section 2.05 (Streets) as submitted. Boundary Line Table H&M Fund II, LLC Doc. No. 20121001001237280 OPRCCT Zoned PD-15 - Single Family ResidentialZoned "PD-15"Zoned "PD-15"Zoned "PD-15"Zoned "SF-15"Zoned "PD-15" Zoned "SF-15" H TRO N LEGEND 1/2" IRON ROD SET W/ YELLOW CAP STAMPED "SPIARSENG" SET, UNLESS OTHERWISE NOTED. POWER POLE SAN. SEWER MANHOLE STORM SEWER MANHOLE LIGHT POLE/STANDARD GUY WIRE BOLLARD SIGNPOST HANDICAP PARKING FIRE HYDRANT FIBRE-OPTIC CABLE MARKER GAS MARKER UTILITY/GAS FLAG OR PAINTMARK ELECTRIC SVC. PULLBOX GROUND LIGHT TREE MAILBOX GAS TEST LEAD GAS LINE MARKER IRRIGATION CONTROL VALVE WATER VALVE WATER METER SANITARY SEWER CLEANOUT CLEANOUT HANDICAPPED PARKING SIGN MANHOLE STORM SEWER MANHOLE BARBED WIRE FENCE WOOD FENCE GUARD RAIL FENCE OVERHEAD POWER LINE CONTROL MONUMENT LOCATION MAP 1" = 1000' PROJECT LOCATION METES AND BOUNDS DESCRIPTION 124.655 Acres POINT OF BEGINNING Exhibit C Frontier Estates Planned Development Amendment Planned Development Standards Except as otherwise set forth in these development standards, the property, as described in Exhibit A, shall develop under Ordinance No. 04‐66. 2.05 Streets Post Oak Court shall be extended into the property for a minimum of one lot depth. The paving section of Post Oak Court shall match the existing paving section contained to the east of the property. All other residential streets shall consist of a fifty‐foot wide right‐of‐way with a paving section width of thirty‐one feet, from back‐of‐curb to back‐of‐curb. Drainage systems shall be incorporated into the street facility with concrete paving and mountable curbs. All collector class Thoroughfares shall meet the standards specified in the Town’s Transportation Plan. All residential streets, collector streets and thoroughfares with landscape and setback areas shall be shown on the Site Plan. Right‐of‐way areas shall be dedicated and provided on any and all adjacent street or road section to conform to the approved Transportation Plan of the Town. A SF-15 R R SF-15 SF-15 SF-E SF-15 ASF A SF-15 SF-10/15 SF SF-22 SF PD-15 PD-15 PD-10 PD-31 PD-22 PD-29 PD-31 N PRESTON RDE FRONTIER PKWY BLUE FOREST DRW FRONTIER PKWY H IG H LAND MEADOWS DRPACKSADDLE TRL FAIR OAKS LN CEDAR BEND CTH I G H L A N D M E A D O W S C T T O W N O F P R O S P E RTOWN O F P R O S P E R ¶The Town of Prosper has prepared this map or information for internal purposes only. It is made available under the Public Information Act. Any reliance on this map or information is AT YOUR OWN RISK. The Town of Prospser assumes noliability for any errors, omissions, or inaccuracies in the map or information regardless of the cause of such or for any decision made, actiontaken, or action not taken in reliance upon any maps or informationprovided herein. The Town of Prosper makes no warranty,representation, or guarantee of any kind regarding any maps orinformation provided herein or the sources of such maps orinformation and DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED AND IMPLIED, including the impliedwarranties of merchantability and fitness for a particular purpose. DISCLAIMER Prepared 2/1/13 Z13-0003: Surrounding Zoning 0 570 1,140285Feet Z13-0003 Page 1 of 2 To: Mayor and Town Council From: Matthew B. Garrett, Finance Director CC: Harlan Jefferson, Town Manager Re: Town Council Meeting – February 26, 2013 Date: February 18, 2013 Agenda Item: Consider and discuss the Town’s Investment Policy. Description of Agenda Item: In March, 2006 the Town of Prosper council adopted an Investment Policy for the Town and EDC. This policy was last reviewed, revised and adopted with changes in March 2012. Most changes resulted from the passage of HB 2226 in the 2011 legislative session. Under the Public Funds Investments Act, Chapter 2256.05, Sec. (e), the governing body of the investing entity shall review its investment policy and investment strategies and shall adopt by rule, order, ordinance, or resolution stating that it has reviewed the investment policy and investment strategies and that the written instrument so adopted shall record any changes made to either the investment policy or investment strategies. Exhibit “A” as attached is the current policy. The proposed changes to the Town of Prosper Investment Policy have been recorded in Exhibit “B”. This item is before you for discussion only to allow more time to review prior to seeking action on March 26, 2013. The primary changes proposed to the Investment Policy are to the designation of investment officers. Under the Public Funds Investment Act, investment officers must attend at least 10 hours of instruction relating to the treasurer's or officer's responsibilities not less than once in a two-year period. Currently, the Town Manager, Finance Director and Accounting Manager are designated for the Town. The proposed language removes the Town Manager and leaves only two designated officers. Additionally, the Prosper EDC Investment Policy currently calls for the PEDC Treasurer, the PEDC Executive Director and Accounting Manager to serve as investment officers. The action item I will bring to Council on March will reflect the results of PEDC discussions on its designated officers. Budget Impact: N/A Legal Obligations and Review: N/A Prosper is a place where everyone matters. Administration Page 2 of 2 Attached Documents: Exhibit A - Investment Policy in Current Form Exhibit B - Investment Policy with Proposed Changes Highlighted and Recorded Board/Committee Recommendation: N/A Town Staff Recommendation: Staff recommends that the Town Council discuss the recommended changes to the Town of Prosper and Prosper EDC Investment Policy and Investment Strategy and give staff direction for final review and approval on March 26, 2013. EXHIBIT A PROSPER IS A PLACE WHERE EVERYONE MATTERS TOWN OF PROSPER, TEXAS and PROSPER ECONOMIC DEVELOPMENT CORPORATION INVESTMENT POLICY MARCH 27, 2012 EXHIBIT A Revised 03/2012 Investment Policy Page 2 of 26 INVESTMENT POLICY Table of Contents PREFACE 3 I. PURPOSE 4 A. FORMAL ADOPTION 4 B. SCOPE 4 C. REVIEW AND AMENDMENT 5 D. INVESTMENT STRATEGY 5 II. INVESTMENT OBJECTIVES 5 A. SAFETY OF PRINCIPAL 5 B. MAINTENANCE OF ADEQUATE LIQUIDITY 5 C. YIELD 6 III. INVESTMENT POLICIES 6 A. AUTHORIZED INVESTMENTS 6 B. PROTECTION OF PRINCIPAL 10 C. INVESTMENT ADVISERS AND SECURITIES DEALERS 12 D. RESPONSIBILITY AND CONTROL 14 IV. INVESTMENT STRATEGY 18 A. OPERATING FUNDS 18 B. CONSTRUCTION AND CAPITAL IMPROVEMENT FUNDS 18 C. DEBT SERVICE FUNDS 19 D. ENTERPRISE FUNDS 20 APPENDIX “A” – GLOSSARY OF TERMS 21 EXHIBIT A Revised 03/2012 Investment Policy Page 3 of 26 PREFACE The Town of Prosper and the Prosper Economic Development Corporation are separately chartered, governed, and operated entities. Each ENTITY adheres to its own governing documents and the Public Funds Investment Act. Each ENTITY additionally seeks to safely and effectively manage the funds under its control. To achieve those requirements, the governing body of each ENTITY has legally adopted this Investment Policy. Throughout this Investment Policy, the two entities shall be singularly referred to as “ENTITY” and collectively referred to as “PROSPER.” It is the policy of PROSPER that, giving due regard to the safety and risk of investment, all available funds shall be invested in conformance with State and Federal Regulations, applicable Bond Resolution requirements, adopted Investment Policy and adopted Investment Strategy. Effective cash management is recognized as essential to good fiscal management. Aggressive cash management and effective investment strategy development will be pursued to take advantage of interest earnings as viable and material revenue to all PROSPER funds. PROSPER’s portfolio shall be designed and managed in a manner respon sive to the public trust and consistent with this policy. Investments shall be made with the primary objectives of:  Preservation of capital,  Safety of PROSPER funds,  Maintenance of sufficient liquidity,  Maximization of return within acceptable risk constraints, and  Diversification of investments. EXHIBIT A Revised 03/2012 Investment Policy Page 4 of 26 I. PURPOSE A. Formal Adoption This Investment Policy is authorized by PROSPER in accordance with Chapter 2256, Texas Government Code, the Public Funds Investment Act, herein referred to as “PFIA”. B. Scope This Investment Policy applies to all of the investment activities of PROSPER. These funds are accounted for in the Town’s Comprehensive Annual Financial Report (CAFR) and include:  General Funds  Debt Service Funds  Special Revenue Funds  Capital Project Funds  Enterprise Funds  Internal Service Funds  Economic Development Corporation Funds  Any new fund created by the Town The Town of Prosper may consolidate cash balances from multiple funds to maximize investment earnings. Investment income will be allocated to the various funds based on their respective participation and in accordance with generally accepted accounting principles. This Policy establishes guidelines for: 1. Who can invest PROSPER funds, 2. How PROSPER funds will be invested, and 3. When and how a periodic review of investments will be made. In addition to this Policy, bond funds (as defined by the Internal Revenue Service) shall be managed in accordance with their issuing documentation and all applicable State and Federal Law. All investments made with PROSPER funds prior to the adoption of this Investment Policy shall be held or liquidated as determined to be in the best interest of the financial well being of PROSPER. PROSPER will also monitor changes in the credit ratings of its investments quarterly using a number of resources including rating agencies, broker/dealers or financial publications. PROSPER shall take all prudent measures that are consistent with its investment policy to liquidate an investment that does not have the minimum rating. EXHIBIT A Revised 03/2012 Investment Policy Page 5 of 26 C. Review and Amendment This Policy shall be reviewed annually by the ENTITY’s governing body. The ENTITY’s governing body shall adopt a written document stating that it has reviewed the Investment Policy. D. Investment Strategy In conjunction with the annual Policy review, the ENTITY’s governing body shall review the separate written Investment Strategy for each of PROSPER’s funds. The Investment Strategy must describe the investment objectives for each particular fund according to the following priorities: 1. Investment suitability, 2. Preservation and safety of principal, 3. Liquidity, 4. Marketability prior to maturity of each investment, 5. Diversification, and 6. Yield. II. INVESTMENT OBJECTIVES A. Safety of Principal The primary objective of all investment activity is the preservation of capital and the safety of principal in the overall portfolio. Each investment transaction shall seek to ensure first that capital losses are avoided, whether they are from securities defaults or erosion of the market value. B. Maintenance of Adequate Liquidity The investment portfolio will remain sufficiently liquid to meet the cash flow requirements that might be reasonably anticipated. Liquidity shall be achieved by matching investment maturities with forecasted cash flow requirements; investing in securities with active secondary markets; and maintaining appropriate portfolio diversification. EXHIBIT A Revised 03/2012 Investment Policy Page 6 of 26 C. Yield The investment portfolio shall be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints and liquidity needs. Return on investment is of secondary importance compared to the safety and liquidity objectives described above. Core investments are limited to relatively low risk securities in anticipation of earning a fair return relative to the risk being assumed. III. INVESTMENT POLICIES A. Authorized Investments Investments described below are authorized by PFIA as eligible securities for PROSPER. In the event an authorized investment loses its required minimum credit rating, all prudent measures will be taken to liquidate said investment. Additionally, PROSPER is not required to liquidate investments that were authorized at the time of purchase in the event that subsequent legislation renders certain securities as no longer authorized for purchase by the Town. PROSPER’s funds governed by this Policy may be invested in: 1. Obligations of Governmental Entities. Except for the items listed in 1.e. below, the following are authorized investments for obligations of governmental agencies: a. Obligations of the United States or its agencies and instrumentalities; b. Direct obligations of the State of Texas or its agencies and instrumentalities; c. Other obligations, the principal and interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; d. Obligations of states, agencies, counties, cities, and other political subdivisions of any State having been rated as to investment quality by a nationally recognized investment rating firm and having received a rating of not less than “A” or its equivalent; EXHIBIT A Revised 03/2012 Investment Policy Page 7 of 26 e. The following are not authorized investments for PROSPER: 1. Obligations whose payments represent the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal (Interest Only); 2. Obligations whose payments represent the principal stream of cash flow from the underlying mortgage-backed security collateral and bear no interest (Principal Only); 3. Collateralized mortgage obligations that have a stated final maturity date of greater than 10 years; and 4. Collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in the market index (Inverse Floater). PROSPER expressly prohibits the acceptance for collateralized deposits interest-only and principal-only mortgage backed securities and collateralized mortgage obligations with stated final maturities in excess of ten years or with coupon rates that float inversely to market index movements. 2. Financial Institution Deposits. Certificates of deposit or share certificates provided the certificate is a. Issued by a depository institution that has its main office or a branch office in Texas that is: 1. Guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; or 2. Secured by obligations that are described by 1. (Obligations of Governmental Entities) above, which are intended to include all direct Federal agency or instrumentality issued mortgage backed securities, but excluding those mortgage-backed securities of the nature described in 1.e. above, that have a market value of not less than the uninsured amount of the deposit; or 3. Secured in any other manner and amount provided by the law for deposits of PROSPER. EXHIBIT A Revised 03/2012 Investment Policy Page 8 of 26 b. In addition to the authority to invest funds in certificates of deposit under Subsection “a”, an investment in certificates of deposit made in accordance with the following conditions is an authorized investment: 1. The funds are invested through: (a) a broker that has its main office or a branch office in this state and is selected from a list adopted by the investing entity as required by Section 2256.025; or (b) a depository institution that has its main office or a branch office in this state and that is selected by the investing entity; 2. The broker or the depository institution selected by the investing entity under Subdivision (1) arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the investing entity; 3. The full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States; and 4. The investing entity appoints the depository institution selected by the investing entity under Subdivision (1), an entity described by Section 2257.041(d), or a clearing broker-dealer registered with the Securities and Exchange Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C.F.R. Section 240.15c3-3) as custodian for the investing entity with respect to the certificates of deposit issued for the account of the investing entity. 3. Mutual Funds. Money market mutual funds regulated by the Securities & Exchange Commission, with a dollar weighted average portfolio maturity of 60 days or less that fully invest dollar-for-dollar all PROSPER funds without sales commission or loads and, whose investment objectives include seeking to maintain a stable net asset value of $1 per share. PROSPER may not invest funds under its control in an amount that exceeds 10% of the total assets of any individual money market mutual fund, excluding bond proceeds and reserves and other funds held for debt service in money market mutual funds; 4. Local Government Investment Pools. Eligible investment pools organized and operating in compliance with PFIA that have been authorized by the ENTITY’s governing body; and whose investment philosophy and strategy include seeking to maintain a stable net asset value of $1 per share, and are consistent with this Policy and PROSPER’s ongoing investment strategy. EXHIBIT A Revised 03/2012 Investment Policy Page 9 of 26 PROSPER expressly allows money market mutual funds and eligible investment pools, authorized by the ENTITY’s governing body, to invest to the full extent permissible within the Public Funds Investment Act. 5. Commercial Paper. Commercial paper is an authorized investment under this policy if the commercial paper: a. Has a stated maturity of 270 days or fewer from the date of its issuance; and b. Is rated not less than A-1 or P-1 or an equivalent rating by at least: 1. two nationally recognized credit rating agencies; or 2. one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state. 6. Repurchase Agreements. a. A fully collateralized repurchase agreement is an authorized investment under PFIA, Subchapter A, if the repurchase agreement: 1. has a defined termination date; 2. is secured by a combination of cash and obligations described by PFIA, section 2256.009(a)(1); and 3. requires the securities being purchased by the Town or cash held by the Town to be pledged to the Town, held in the Town’s name, and deposited at the time the investment is made with the Town or with the third-party selected and approved by the Town; and 4. is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. b. In this section, “repurchase agreement” means a simultaneous agreement to buy, hold for a specific time, and sell back at a future date obligations described by Section 2256.009(a)(1), at market value at the time the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse Security repurchase agreement. c. Notwithstanding any other law, the term of any reverse security repurchase a agreement may not exceed 90 days after the date the reverse security repurchase agreement is delivered. EXHIBIT A Revised 03/2012 Investment Policy Page 10 of 26 d. Money received by an entity under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments, but the term of the authorized investments acquired must mature not later than the expiration date stated in the reverse security repurchase agreement. B. Protection of Principal PROSPER shall seek to control the risk of loss due to failure of a security issuer or grantor. Such risk shall be controlled by investing only in the safest types of securities as defined in the Policy; by collateralization as required by law; and through portfolio diversification by maturity and type. The purchase of individual securities shall be executed “Delivery versus Payment” (DVP) through PROSPER’s Safekeeping Agent. By so doing, PROSPER’s funds are not released until PROSPER has received, through the Safekeeping Agent, the securities purchased. 1. Diversification by Investment Type Diversification by investment type shall be maintained by ensuring an active and efficient secondary market in portfolio investments and by controlling the market and opportunity risks associated with specific investment types. Bond proceeds may be invested in a single security or investment if PROSPER determines that such an investment is necessary to comply with Federal arbitrage restrictions or to facilitate arbitrage record keeping and calculation. 2. Diversification by Investment Maturity In order to minimize risk of loss due to interest rate fluctuations, investment maturities will not exceed the anticipated cash flow requirements of the funds. Generally, PROSPER will not directly invest in securities maturing more than five years from the date of purchase. Maturity guidelines by fund type are discussed in Section IV, Investment Strategy. 3. Ensuring Liquidity Liquidity shall be achieved by anticipating cash flow requirements, by investing in securities with active secondary markets and by investing in eligible money market mutual funds and local government investment pools. EXHIBIT A Revised 03/2012 Investment Policy Page 11 of 26 A security may be liquidated to meet unanticipated cash requirements, to redeploy cash into other investments expected to outperform current holdings, or otherwise to adjust the portfolio. 4. Depository Agreements Consistent with the requirements of State Law, PROSPER requires all bank deposits to be federally insured or collateralized with eligible securities. Financial institutions serving as PROSPER’s Depositories will be required to sign a Depository Agreement with PROSPER and PROSPER’s safekeeping agent. The safekeeping portion of the Agreement shall define PROSPER’s rights to the collateral in case of default, bankruptcy, or closing and shall establish a perfected security interest in compliance with Federal and State regulations, including:  The Agreement must be in writing;  The Agreement has to be executed by the Depository and PROSPER contemporaneously with the acquisition of the asset;  The Agreement must be approved by the Board of Directors or the designated committee of the Depository and a copy of the meeting minutes must be delivered to PROSPER;  The Agreement must be part of the Depository’s “official record” continuously since its execution. a. Allowable Collateral Eligible securities for collateralization of PROSPER deposits are defined by Chapter 2257, Texas Government Code, the Public Funds Collateral Act, as amended and meet the constraints of this Section III. A. 2. b. Collateral Levels The market value of pledged collateral must at all times be equal to or greater than 102% of the principal and accrued interest for PROSPER balances, less the applicable level of FDIC insurance. c. Monitoring Collateral Adequacy PROSPER shall require monthly reports of pledged securities marked to market using quotes by a recognized market pricing service quoted on the valuation date from all financial institutions with which PROSPER has collateralized deposits. The Investment Officers will monitor adequacy of collateralization levels to verify market values and total collateral positions. EXHIBIT A Revised 03/2012 Investment Policy Page 12 of 26 d. Additional Collateral If the collateral pledged for a deposit falls below adequate levels, as defined above in Section 4.b. , the institution holding the deposit will be notified by the Investment Officers and will be required to pledge additional securities no later than the end of the next succeeding business day. e. Security Substitution Collateralized deposits often require substitution of securities. Any financial institution requesting substitution must contact an Investment Officer for approval and settlement. The substituted security’s value will be calculated and substitution approved if the substitution maintains a pledged value equal to or greater than the required security level. An Investment Officer must provide written notification of the decision to the bank or the safekeeping agent holding the security prior to any security release. Substitution is allowable for all transactions, but should be limited, if possible, to minimize potential administrative problems and transfer expense. The Investment Officers may limit substitution and assess appropriate fees if substitution becomes excessive or abusive. 5. Safekeeping a. Safekeeping Agreement PROSPER shall contract with a bank or banks for the safekeeping of securities either owned by PROSPER as a part of its investment portfolio or as a part of its depository agreements. b. Safekeeping of Deposit Collateral All collateral securing bank deposits must be held by a third-party custodian bank eligible under the Public Funds Collateral Act, and acceptable to and under contract with PROSPER, or by a Federal Reserve Bank. C. Investment Advisers and Securities Dealers Investment Advisers shall adhere to the spirit, philosophy and specific terms of this Policy and shall invest within the same “Standard of Care” as defined in Section E. 3. below. Securities Dealers shall avoid recommending or suggesting transactions outside that “Standard of Care.” EXHIBIT A Revised 03/2012 Investment Policy Page 13 of 26 1. Selection of Investment Advisers The selection of Investment Advisers will be performed by the Investment Officers. The Investment Officers will establish criteria to evaluate Investment Advisers including: a. Adherence to PROSPER’s policies and strategies, b. Investment performance and transaction pricing within accepted risk constraints, c. Responsiveness to PROSPER’s request for services, information and open communication, d. Understanding of the inherent fiduciary responsibility of investing public funds, and e. Similarity in philosophy and strategy with PROSPER’s objectives. Selected Investment Advisers must be registered under the Investment Advisers Act of 1940 or with the State Securities Board. A contract with an Investment Adviser may not be for a term longer than two years and any contract, renewal or extension must be approved by Town Council. 2. Selection of Authorized Securities Dealers The ENTITY’s governing body or its Investment Officers acting as the ENTITY’s Investment Committee shall, at least annually, review, revise, and adopt a list of qualified broker/dealers and financial institutions that are authorized to engage in investment transactions with the ENTITY. a. Eligibility Authorized firms may include primary dealers or regional dealers that qualify under Securities & Exchange Commission Rule 15C3-1 (Uniform Net Capital Rule), and qualified depositories. b. Documentation Requirements Brokers/dealers and financial institutions requesting to become qualified to transact investment business with PROSPER shall be required to provide: 1. a completed Broker/Dealer Questionnaire that provides information regarding creditworthiness, experience and reputation; and EXHIBIT A Revised 03/2012 Investment Policy Page 14 of 26 2. a Certification stating the firm has received, reviewed, understood and agrees to comply with PROSPER’s investment policy. This Certification also acknowledges that the business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between PROSPER and the organization that are not authorized by PROSPER’s investment policy, except to the extent that this authorization is dependent on an analysis of the makeup of PROSPER’s entire portfolio or requires an interpretation of subjective investment standards. PROSPER shall not enter into an investment transaction with a business organization prior to receiving the written instruments described above. c. Competitive Bids It is the policy of PROSPER to require competitive bidding for all individual security purchases and sales except for: 1. transactions with money market mutual funds and local government investment pools; and 2. treasury and agency securities purchased at issue through an approved broker/dealer or financial institution. D. Responsibility and Control 1. Authority to Invest The Town Manager, Finance Director and the Accounting Manager are the “Investment Officers” of the Town of Prosper. The PEDC Treasurer, PEDC Executive Director and the Accounting Manager are the “Investment Officers” of the PEDC. The Investment Officers are authorized to deposit, withdraw, invest, transfer, execute documentation, and otherwise manage PROSPER’s funds according to this Policy. The Investment Officers may authorize one or more Investment Officers to deposit, withdraw or transfer funds out of or into an investment pool or money market mutual fund in order to meet daily operating needs of PROSPER. 2. Prudent Investment Management The designated Investment Officers shall perform their duties in accordance with the adopted Investment Policy and internal procedures. In determining whether an Investment Officer has exercised prudence with respect to an investment decision, the investment of all funds over which the Investment Officer had responsibility, rather than the prudence of a single investment shall be considered. EXHIBIT A Revised 03/2012 Investment Policy Page 15 of 26 Investment Officers acting in good faith and in accordance with these policies and procedures shall be relieved of personal liability. 3. Standard of Care The standard of care used by PROSPER shall be that as defined in PFIA, Section 2256.006. It states: “Investments shall be made with judgment and care, under circumstances then prevailing, that a person of prudence, discretion and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived.” 4. Standards of Ethics The designated Investment Officers shall act as custodians of the public trust avoiding any transactions which might involve a conflict of interest, the appearance of a conflict of interest, or any activity which might otherwise discourage public confidence. Investment Officers shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Additionally, all Investment Officers shall file with the Texas Ethics Commission and the ENTITY’s governing body a statement disclosing any personal business relationship with a business organization seeking to sell investments to PROSPER or any relationship within the second degree by affinity or consanguinity to an individual seeking to sell investments to PROSPER. For purposes of this subsection, an Investment Officer has a personal business relationship with business organization if: a. The Investment Officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; b. Funds received by the Investment Officer from the business organization exceed 10 percent of the Investment Officer’s gross income for the previous year; or c. The Investment Officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for the personal account of the Investment Officer. EXHIBIT A Revised 03/2012 Investment Policy Page 16 of 26 5. Establishment of Internal Controls PROSPER’s Investment Officers will maintain a system of internal controls over the investment activities of PROSPER. 6. Reporting Investment performance will be monitored and evaluated by the Investment Officers. The Investment Officers will provide a quarterly comprehensive report signed by all Investment Officers to the ENTITY’s governing body. This investment report shall: a. Describe in detail the investment position of PROSPER, b. Contain a summary statement, prepared in compliance with generally accepted accounting principles, of each pooled fund group that states the: 1. beginning market value of the reporting period; 2. ending market value for the period; 3. fully accrued interest for the reporting period c. State the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; d. State the maturity date of each separately invested asset that has a maturity date; e. State the account or fund or pooled group fund in the state agency or local government for which each individual investment was acquired; and f. State the compliance of the investment portfolio with PROSPER’s Investment Policy, strategy, and PFIA. In defining market value, sources independent of the investment provider will determine valuations and consideration will be given to GASB Statement No. 31. PROSPER, in conjunction with its annual financial audit, shall perform a compliance audit of the management controls on investments and adherence to PROSPER’s Investment Policy. If PROSPER invests in other than money market mutual funds, investment pools or accounts offered by its depository bank in the form of certificates of deposits, or money market accounts or similar accounts, the reports prepared by the Investment Officers shall be formally reviewed at least EXHIBIT A Revised 03/2012 Investment Policy Page 17 of 26 annually by an independent auditor, and the result of the review shall be reported to the ENTITY’s governing body by that auditor. 7. Training In order to insure the quality and capability of PROSPER’s investment personnel making investment decisions, PROSPER shall provide periodic training in investments for the investment personnel through courses and seminars offered by GFOA, GFOAT, GTOT, TML, NCTCOG, ICMA, TSCPA, AICPA, or any independent source or institute of higher learning approved by the Finance Director. a. The Investment Officers shall: 1. attend at least 10 hours of training relating to the Investment Officers’ responsibilities within 12 months after taking office or assuming duties; and 2. attend an investment training session not less than once in a two -year period that begins on the first day of the Town’s fiscal year and consists of the two consecutive fiscal years after that date and receive not less than 10 hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government. b. Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio and compliance with PFIA. EXHIBIT A Revised 03/2012 Investment Policy Page 18 of 26 IV. INVESTMENT STRATEGY In order to minimize risk of loss due to interest rate fluctuations, investment maturities will not exceed the anticipated cash flow requirements of the fund. Investment guidelines by fund-type are as follows: A. Operating Funds 1. Suitability – Any investment eligible in the Investment Policy is suitable for the Operating Funds. 2. Safety of Principal – All investments shall be of high quality securities with no perceived default risk. 3. Liquidity – The Operating Fund requires the greatest short-term liquidity of any of the fund types. Short term investment pools and money market mutual funds provide daily liquidity and may be utilized as a competitive yield alternative to fixed maturity investments. The weighted average days to maturity for the operating fund portfolio shall be less than 365 days, and the maximum allowable maturity shall be five years. 4. Marketability – Securities with active and efficient secondary markets are necessary in the event of an unanticipated cash requirement. Historical market “spreads” between the bid and offer prices of a particular security-type of less than a quarter of a percentage point shall define an efficient secondary market. 5. Diversification – Investment maturities shall be staggered throughout the budget cycle to provide cash flow based on the anticipated operating needs of PROSPER. Market cycle risks will be reduced by diversifying the appropriate maturity structure out no longer than five years. 6. Yield – Attaining a competitive market yield for comparable security-types and portfolio restrictions is the desired objective. The yield of an equally weighted, rolling portfolio of Treasury securities with an average maturity roughly equivalent to that of the portfolio shall be the minimum yield objective. B. Construction and Capital Improvement Funds 1. Suitability – Any investment eligible in the Investment Policy is suitable for the Construction and Capital Improvement Funds. 2. Safety of Principal – All investments shall be of high quality securities with no perceived default risk. By managing Construction and Capital Improvement Fund’s portfolio to exceed the anticipated expenditure schedule, the market risk of the overall portfolio will be minimized. EXHIBIT A Revised 03/2012 Investment Policy Page 19 of 26 3. Liquidity – PROSPER funds used for construction and capital improvement programs have reasonably predictable draw down schedules. The investment maturity of construction and capital improvement funds shall generally be limited to the anticipated cash flow requirement or the “temporary period,” as defined by Federal Tax Law. During the temporary period, which is generally three years for capital projects, bond proceeds may be invested at an unrestricted yield. After the expiration of the temporary period, bond proceeds subject to yield restriction shall be invested considering the anticipated cash flow requirements of the funds and market conditions to achieve compliance with the applicable regulations. The stated final maturity dates of investments held should not exceed the estimated project completion date; the maximum maturity for all construction or capital improvement funds shall be five years. 4. Marketability – Securities with active and efficient secondary markets are necessary in the event of an unanticipated cash requirement. Historical market “spreads” between the bid and offer prices of a particular security-type of less than a quarter of a percentage point shall define an efficient secondary market. 5. Diversification – Investment maturities shall be staggered throughout the budget cycle to provide cash flow based on the anticipated operating needs of the construction and capital improvement funds of PROSPER. 6. Yield – Attaining a competitive market yield for comparable security-types and portfolio restrictions is the desired objective. The yield of an equally weighted, rolling three-month Treasury bill portfolio shall be the minimum yield objective. C. Debt Service Funds 1. Suitability – Any investment eligible in the Investment Policy is suitable for the Debt Service Funds. 2. Safety of Principal – All investments shall be of high quality securities with no perceived default risk. By managing Debt Service Fund’s portfolio to not exceed the debt service payment schedule the market risk of the overall portfolio will be minimized. 3. Liquidity – Debt Service have predictable payment schedules. Debt Service Funds shall be invested to ensure adequate funding for each consecutive debt service payment. The Investment Officers shall invest in such a manner as not to exceed an “unfunded” debt service date with the maturity of any investment. An unfunded debt service date is defined as a coupon or principal payment date that does not have cash or investment securities available to satisfy said payment. The weighted average days to maturity for the debt service fund portfolio shall be less than 365 days and the maximum allowable maturity shall be two years. EXHIBIT A Revised 03/2012 Investment Policy Page 20 of 26 4. Marketability – Securities with active and efficient secondary markets are not necessary as the event of an unanticipated cash requirement is not probable. 5. Diversification – Investment maturities shall be staggered throughout the budget cycle to provide cash flow based on the anticipated needs of the debt service funds of PROSPER. At no time shall the debt service schedule be exceeded in an attempt to bolster yield. 6. Yield – Attaining a competitive market yield for comparable security-types and portfolio restrictions is the desired objective. The yield of an equally weighted, rolling portfolio Treasury securities with an average maturity roughly equivalent to that of the portfolio shall be the minimum yield objective. D. Enterprise Funds 1. Suitability – Any investment eligible in the Investment Policy is suitable for the Enterprise Funds. 2. Safety of Principal – All investments shall be of high quality securities with no perceived default risk. 3. Liquidity – The Enterprise Fund requires short-term liquidity for some operations. Short-term investment pools and money market mutual funds provide daily liquidity where needed. The weighted average days to maturity for the enterprise fund portfolio shall be less than 365 days and the maximum allowable maturity shall be five years. 4. Marketability – Securities with active and efficient secondary markets are necessary in the event of an unanticipated cash requirement. Historical market “spreads” between the bid and offer prices of a particular security-type of less than a quarter of a percentage point shall define an efficient secondary market. 5. Diversification – Investment maturities shall be staggered throughout the budget cycle to provide cash flow based on the anticipated operating needs of PROSPER. Market cycle risk will be reduced by diversifying the appropriate maturity structure out no longer than five years 6. Yield – Attaining a competitive market yield for comparable security-types and portfolio restrictions is the desired objective. Portions of Enterprise Fund reserves are available to earn higher yield on longer maturities. The yield of an equally weighted, rolling portfolio Treasury securities with an average maturity roughly equivalent to that of the portfolio shall be the minimum yield objective. EXHIBIT A Revised 03/2012 Investment Policy Page 21 of 26 Appendix “A” Glossary of Cash Management Terms Accretion – Common investment accounting entry in which the book value of securities purchased at a discount are gradually written up to the par value. The process has the effect of recording the discount as income over time. Accrued Interest – Interest earned, but not yet paid, on a bond. Agency – See Federal Agency. Amortization – Common investment accounting entry in which the book value of securities purchased at a premium are gradually written down to the par value. The process has the effect of recording the premium as a reduction to income over time. Arbitrage – Dealing simultaneously in the same product in two markets to take advantage of temporary price distortions at minimal risk Basis Point – A unit of measurement used in the valuation of fixed-income securities equal to 1/100 of 1 percent of yield; e.g., “1/4” of 1 percent is equal to 25 basis points. Benchmark – Index used to compare risk and performance to a managed portfolio. Bid – The indicated price at which a buyer is willing to purchase a security or commodity. Book Value – The original acquisition cost of an investment plus or minus the accrued amortization or accretion. Broker – A financial firm that brings securities buyers and sellers together in return for a fee. The term “broker” is often used interchangeably with “dealer” to refer to a seller of investment securities. Callable Bond – A bond issue in which all or part of its outstanding principal amount may be redeemed before maturity by the issuer under specified conditions. Cash Settlement – A transaction which calls for delivery and payment of securities on the same day that the transaction is initiated. Collateralization – Process by which a borrower pledges securities, property, or other deposits for the purpose of securing the repayment of a loan and/or security. Collateralized Mortgage Obligation (CMO) – A derivative mortgage-backed security (MBS) created from pools of home mortgage loans. A single MBS is divided into multiple classes, each EXHIBIT A Revised 03/2012 Investment Policy Page 22 of 26 class containing unique risk profile and security characteristics. A number of CMO classes are expressly prohibited by Texas State law. Commercial Paper – An unsecured short-term promissory note issued by corporations, with maturities ranging from 1 to 270 days. Commercial paper must carry a minimum rating of A1/P1 in order to be eligible under the Texas Public Funds Investment Act. Constant Maturity Treasury (CMT) – A calculated average released by the Federal Reserve of all Treasury yields along a specific maturity point. This calculation is frequently used as a benchmark for conservative government portfolios. Coupon Rate – The annual rate of interest received by an investor from the issuer of certain types of fixed-income securities. Also known as the “interest rate.” Credit Risk – The risk to an investor that an issuer will default in the payment of interest and/or principal on a security. Derivative – Financial instruments whose value is derived from the movement of an underlying index or security. Dealer – A dealer, as opposed to a broker, sets as a principal in all securities transactions, buying and selling for their own account. Often times, the terms “broker” and “dealer” are used interchangeably to refer to a seller of investments securities. Delivery Versus Payment (DVP) – A type of securities transaction in which the purchaser pays for securities at the time of delivery either to the purchaser or his/her custodian. Derivative Security – Financial instrument created from, or whose value depends upon, one or more underlying assets or indices of asset values. Discount – The amount by which the par value of a security exceeds the price paid for the security. Diversification – A process of investing assets among a range of security types by sector, maturity, and quality rating. Dollar Weighted Average Maturity (WAM) – The average maturity of all the securities that comprise a portfolio weighted by the dollar value of each security. Fair Market Rate – A documented and verifiable rate of interest which approximates the average rate which could have been earned on similar investments at the time of the transaction. Federal Agency – A debt instrument that carries a rating of AAA because it is government sponsored. EXHIBIT A Revised 03/2012 Investment Policy Page 23 of 26 Federal Deposit Insurance Corporation (FDIC) – A federal agency that insures bank deposits, currently up to $250,000 per account. Public deposits that exceed this amount must be properly collateralized with investment securities or insured through a surety bond. Financial Industry Regulatory Authority (FINRA) - the successor to the National Association of Securities Dealers, Inc. (NASD). FINRA is a private corporation that focuses on regulatory oversight of all securities firms that do business with the public; professional training, testing and licensing of registered persons; arbitration and mediation; market regulation by contract for the New York Stock Exchange, the NASDAQ Stock Market, Inc., the American Stock Exchange LLC, and the International Securities Exchange. Interest Rate – See “Coupon Rate.” Internal Controls – An internal control structure designed to ensure that the assets of the entity are protected from loss, theft, or misuse. The internal control structure is designed to provide reasonable assurance that these objectives are met. Interlocal Cooperation Act – Law permitting joint participation by local governments providing one or more government functions within the State. This law [Section 891.001 et seq. of the Texas Government Code (the “Act”)] has allowed for the creation of investment pools in Texas. Investment Advisers Act of 1940 – Law which requires all Investment Advisers to be registered with the SEC in order to protect the public from fraud. Investment Policy – A concise and clear statement of the objectives and parameters formulated by an investor or investment manager for a portfolio of investment securities. The Texas Public Funds Investment Act requires that public entities have a written and approved investment policy. Investment Pool – An entity created under the Interlocal Cooperation Act to invest public funds jointly on behalf of the entities that participate in the pool. Liquidity – A liquid investment is one that can be easily and quickly converted to cash without substantial loss of value. Investment pools and money market funds, which allow for same day withdrawal of cash, are considered extremely liquid. Local Government Investment Pool (LGIP) – An investment by local governments in which their money is pooled as a method for managing local funds. Market Risk - The risk that the value of a security will rise or decline as a result of changes in market conditions. Market Value – A security’s par amount multiplied by its market price. EXHIBIT A Revised 03/2012 Investment Policy Page 24 of 26 Master Repurchase Agreement – A written contract covering all future transactions between the two parties to a repurchase agreement. Maturity – The date on which payment of a financial obligation is due. The final stated maturity is the date on which the issuer must retire a bond and pay the face value to the bondholder. See “Weighted Average Maturity.” Money Market Mutual Fund – Mutual funds that invest solely in money market instruments (short term debt instruments, such as Treasury bills, commercial paper, bankers’ acceptance, repos and federal funds). Mortgage-Backed Security (MBS) – Security backed by pools of home loan mortgages. Net Asset Value (NAV) – The value of a mutual fund or investment pool at the end of the business day. NAV is calculated by adding the market value of all securities in a fund or pool, deducting expenses, and dividing by the number of shares in the fund or pool. Offer – An indicated price at which market participants are willing to sell a security. Also referred to as the “Ask Price.” Par – Face value or principal value of a bond, typically $1,000 per bond. A security’s par value is multiplied by its coupon rate to determine coupon payment amount. Premium – The amount by which the price paid for a security exceeds the security’s par value. Primary Government Securities Dealer (Primary Dealer) – One of 20 (as of 02/2011 ) large government securities dealers who are required to submit daily reports of market activity and monthly financial statements to the New York Federal Reserve Bank. Primary Dealers are required to continually “make a market” in Treasury securities, buying or selling when asked, thereby creating a liquid secondary market for US debt obligations. Principal – The face value or par value of a debt instrument. Also may refer to the amount of capital invested in a given security. Prudent Investor Rule – Refers to an investment principle in the Public Funds Investment Act outlining the fiduciary responsibilities of Investment Officers. Regular Way Delivery – Securities settlement that calls for delivery and payment on the third business day following the trade date (T + 3); payment on a T + 1 basis is currently under consideration. Mutual funds are settled on a same day basis; government securities are settled on the next business day. EXHIBIT A Revised 03/2012 Investment Policy Page 25 of 26 Repurchase Agreement (repo or RP) – An agreement of one party to sell securities at a specified price to a second party and a simultaneous agreement of the first party to repurchase the securities at a specified price or at a specified later date. Reverse Repurchase Agreement (Reverse Repo) – An agreement of one party to purchase securities at a specified price from a second party and a simultaneous agreement by the first party to resell the securities at a specified price to the second party on demand or at a specified date. Safekeeping – Holding of assets (e.g., securities) by a financial institution. Total Return – The sum of all investment income plus changes in the capital value of the portfolio. For mutual funds, return on an investment is composed of share price appreciation plus any realized dividends or capital gains. This is calculated by taking the following components during a certain time period: (Price Appreciation) + (Dividends Paid) + (Capital Gains) = (Total Return). Treasury Bills – Short term U.S. government non-interest bearing debt securities with maturities of no longer than one year and issued with a minimum purchase of $100. Bills pay interest only at maturity. The interest is equal to the face value minus the purchase price. Auctions of four week, 13 week and 26 week bills are every week, while auctions of 52 week bills are done every four weeks. The yields on these bills are monitored closely in the money markets for signs of interest rate trends. Treasury Notes – Intermediate U.S. government debt securities with maturities of one to 10 years and issued with a minimum purchase of $100. Treasury notes, or T-notes, are issued in terms of 2, 3, 5, 7, and 10 years, and pay interest every six months until they mature. Uniform Net Capital Rule – SEC Rule 15C3-1 outlining capital requirements for brokers/dealers. Volatility – A degree of fluctuation in the price and valuation of securities. Yield – The current rate of return on an investment security generally expressed as a percentage of the security’s face value. Yield-to-Call (YTC) – The rate of return an investor earns from a bond assuming the bond is redeemed (called) prior to its nominal maturity date. Yield Curve – A graphic representation that depicts the relationship at a given point in time between yields and maturity for bonds that are identical in every way except maturity. A normal yield curve may be alternatively referred to as a positive yield curve. Yield-to-Maturity – The rate of return yielded by a debt security held to maturity when both EXHIBIT A Revised 03/2012 Investment Policy Page 26 of 26 interest payments and the investor’s potential capital gain or loss are included in the calculation of return. Zero-coupon Securities – Security that is issued at a discount and makes no periodic interest payments. The rate of return consist of a gradual accretion of the principal of the security and is payable at par upon maturity. EXHIBIT AEXHIBIT B PROSPER IS A PLACE WHERE EVERYONE MATTERS TOWN OF PROSPER, TEXAS and PROSPER ECONOMIC DEVELOPMENT CORPORATION DRAFT - INVESTMENT POLICY MARCH 2726, 20122013 EXHIBIT AEXHIBIT B Revised 03/2012 Investment Policy Page 2 of 26 INVESTMENT POLICY Table of Contents PREFACE 3 I. PURPOSE 4 A. FORMAL ADOPTION 4 B. SCOPE 4 C. REVIEW AND AMENDMENT 5 D. INVESTMENT STRATEGY 5 II. INVESTMENT OBJECTIVES 5 A. SAFETY OF PRINCIPAL 5 B. MAINTENANCE OF ADEQUATE LIQUIDITY 5 C. YIELD 6 III. INVESTMENT POLICIES 6 A. AUTHORIZED INVESTMENTS 6 B. PROTECTION OF PRINCIPAL 10 C. INVESTMENT ADVISERS AND SECURITIES DEALERS 12 D. RESPONSIBILITY AND CONTROL 14 IV. INVESTMENT STRATEGY 18 A. OPERATING FUNDS 18 B. CONSTRUCTION AND CAPITAL IMPROVEMENT FUNDS 18 C. DEBT SERVICE FUNDS 19 D. ENTERPRISE FUNDS 20 APPENDIX “A” – GLOSSARY OF TERMS 21 EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 3 of 26 PREFACE The Town of Prosper and the Prosper Economic Development Corporation are separately chartered, governed, and operated entities. Each ENTITY adheres to its own governing documents and the Public Funds Investment Act. Each ENTITY additionally seeks to safely and effectively manage the funds under its control. To achieve those requirements, the governing body of each ENTITY has legally adopted this Investment Policy. Throughout this Investment Policy, the two entities shall be singularly referred to as “ENTITY” and collectively referred to as “PROSPER.” It is the policy of PROSPER that, giving due regard to the safety and risk of investment, all available funds shall be invested in conformance with State and Federal Regulations, applicable Bond Resolution requirements, adopted Investment Policy and adopted Investment Strategy. Effective cash management is recognized as essential to good fiscal management. Aggressive cash management and effective investment strategy development will be pursued to take advantage of interest earnings as viable and material revenue to all PROSPER funds. PROSPER’s portfolio shall be designed and managed in a manner respon sive to the public trust and consistent with this policy. Investments shall be made with the primary objectives of:  Preservation of capital,  Safety of PROSPER funds,  Maintenance of sufficient liquidity,  Maximization of return within acceptable risk constraints, and  Diversification of investments. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 4 of 26 I. PURPOSE A. Formal Adoption This Investment Policy is authorized by PROSPER in accordance with Chapter 2256, Texas Government Code, the Public Funds Investment Act, herein referred to as “PFIA”. B. Scope This Investment Policy applies to all of the investment activities of PROSPER. These funds are accounted for in the Town’s Comprehensive Annual Financial Report (CAFR) and include:  General Funds  Debt Service Funds  Special Revenue Funds  Capital Project Funds  Enterprise Funds  Internal Service Funds  Economic Development Corporation Funds  Any new fund created by the Town The Town of Prosper may consolidate cash balances from multiple funds to maximize investment earnings. Investment income will be allocated to the various funds based on their respective participation and in accordance with generally accepted accounting principles. This Policy establishes guidelines for: 1. Who can invest PROSPER funds, 2. How PROSPER funds will be invested, and 3. When and how a periodic review of investments will be made. In addition to this Policy, bond funds (as defined by the Internal Revenue Service) shall be managed in accordance with their issuing documentation and all applicable State and Federal Law. All investments made with PROSPER funds prior to the adoption of this Investment Policy shall be held or liquidated as determined to be in the best interest of the financial well being of PROSPER. PROSPER will also monitor changes in the credit ratings of its investments quarterly using a number of resources including rating agencies, broker/dealers or financial publications. PROSPER shall take all prudent measures that are consistent with its investment policy to liquidate an investment that does not have the minimum rating. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 5 of 26 C. Review and Amendment This Policy shall be reviewed annually by the ENTITY’s governing body. The ENTITY’s governing body shall adopt a written document stating that it has reviewed the Investment Policy. D. Investment Strategy In conjunction with the annual Policy review, the ENTITY’s governing body shall review the separate written Investment Strategy for each of PROSPER’s funds. The Investment Strategy must describe the investment objectives for each particular fund according to the following priorities: 1. Investment suitability, 2. Preservation and safety of principal, 3. Liquidity, 4. Marketability prior to maturity of each investment, 5. Diversification, and 6. Yield. II. INVESTMENT OBJECTIVES A. Safety of Principal The primary objective of all investment activity is the preservation of capital and the safety of principal in the overall portfolio. Each investment transaction shall seek to ensure first that capital losses are avoided, whether they are from securities defaults or erosion of the market value. B. Maintenance of Adequate Liquidity The investment portfolio will remain sufficiently liquid to meet the cash flow requirements that might be reasonably anticipated. Liquidity shall be achieved by matching investment maturities with forecasted cash flow requirements; investing in securities with active secondary markets; and maintaining appropriate portfolio diversification. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 6 of 26 C. Yield The investment portfolio shall be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints and liquidity needs. Return on investment is of secondary importance compared to the safety and liquidity objectives described above. Core investments are limited to relatively low risk securities in anticipation of earning a fair return relative to the risk being assumed. III. INVESTMENT POLICIES A. Authorized Investments Investments described below are authorized by PFIA as eligible securities for PROSPER. In the event an authorized investment loses its required minimum credit rating, all prudent measures will be taken to liquidate said investment. Additionally, PROSPER is not required to liquidate investments that were authorized at the time of purchase in the event that subsequent legislation renders certain securities as no longer authorized for purchase by the Town. PROSPER’s funds governed by this Policy may be invested in: 1. Obligations of Governmental Entities. Except for the items listed in 1.e. below, the following are authorized investments for obligations of governmental agencies: a. Obligations of the United States or its agencies and instrumentalities; b. Direct obligations of the State of Texas or its agencies and instrumentalities; c. Other obligations, the principal and interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; d. Obligations of states, agencies, counties, cities, and other political subdivisions of any State having been rated as to investment quality by a nationally recognized investment rating firm and having received a rating of not less than “A” or its equivalent; EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 7 of 26 e. The following are not authorized investments for PROSPER: 1. Obligations whose payments represent the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal (Interest Only); 2. Obligations whose payments represent the principal stream of cash flow from the underlying mortgage-backed security collateral and bear no interest (Principal Only); 3. Collateralized mortgage obligations that have a stated final maturity date of greater than 10 years; and 4. Collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in the market index (Inverse Floater). PROSPER expressly prohibits the acceptance for collateralized deposits interest-only and principal-only mortgage backed securities and collateralized mortgage obligations with stated final maturities in excess of ten years or with coupon rates that float inversely to market index movements. 2. Financial Institution Deposits. Certificates of deposit or share certificates provided the certificate is a. Issued by a depository institution that has its main office or a branch office in Texas that is: 1. Guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; or 2. Secured by obligations that are described by 1. (Obligations of Governmental Entities) above, which are intended to include all direct Federal agency or instrumentality issued mortgage backed securities, but excluding those mortgage-backed securities of the nature described in 1.e. above, that have a market value of not less than the uninsured amount of the deposit; or 3. Secured in any other manner and amount provided by the law for deposits of PROSPER. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 8 of 26 b. In addition to the authority to invest funds in certificates of deposit under Subsection “a”, an investment in certificates of deposit made in accordance with the following conditions is an authorized investment: 1. The funds are invested through: (a) a broker that has its main office or a branch office in this state and is selected from a list adopted by the investing entity as required by Section 2256.025; or (b) a depository institution that has its main office or a branch office in this state and that is selected by the investing entity; 2. The broker or the depository institution selected by the investing entity under Subdivision (1) arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the investing entity; 3. The full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States; and 4. The investing entity appoints the depository institution selected by the investing entity under Subdivision (1), an entity described by Section 2257.041(d), or a clearing broker-dealer registered with the Securities and Exchange Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C.F.R. Section 240.15c3-3) as custodian for the investing entity with respect to the certificates of deposit issued for the account of the investing entity. 3. Mutual Funds. Money market mutual funds regulated by the Securities & Exchange Commission, with a dollar weighted average portfolio maturity of 60 days or less that fully invest dollar-for-dollar all PROSPER funds without sales commission or loads and, whose investment objectives include seeking to maintain a stable net asset value of $1 per share. PROSPER may not invest funds under its control in an amount that exceeds 10% of the total assets of any individual money market mutual fund, excluding bond proceeds and reserves and other funds held for debt service in money market mutual funds; 4. Local Government Investment Pools. Eligible investment pools organized and operating in compliance with PFIA that have been authorized by the ENTITY’s governing body; and whose investment philosophy and strategy include seeking to maintain a stable net asset value of $1 per share, and are consistent with this Policy and PROSPER’s ongoing investment strategy. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 9 of 26 PROSPER expressly allows money market mutual funds and eligible investment pools, authorized by the ENTITY’s governing body, to invest to the full extent permissible within the Public Funds Investment Act. 5. Commercial Paper. Commercial paper is an authorized investment under this policy if the commercial paper: a. Has a stated maturity of 270 days or fewer from the date of its issuance; and b. Is rated not less than A-1 or P-1 or an equivalent rating by at least: 1. two nationally recognized credit rating agencies; or 2. one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state. 6. Repurchase Agreements. a. A fully collateralized repurchase agreement is an authorized investment under PFIA, Subchapter A, if the repurchase agreement: 1. has a defined termination date; 2. is secured by a combination of cash and obligations described by PFIA, section 2256.009(a)(1); and 3. requires the securities being purchased by the Town or cash held by the Town to be pledged to the Town, held in the Town’s name, and deposited at the time the investment is made with the Town or with the third-party selected and approved by the Town; and 4. is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. b. In this section, “repurchase agreement” means a simultaneous agreement to buy, hold for a specific time, and sell back at a future date obligations described by Section 2256.009(a)(1), at market value at the time the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse Security repurchase agreement. c. Notwithstanding any other law, the term of any reverse security repurchase a agreement may not exceed 90 days after the date the reverse security repurchase agreement is delivered. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 10 of 26 d. Money received by an entity under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments, but the term of the authorized investments acquired must mature not later than the expiration date stated in the reverse security repurchase agreement. B. Protection of Principal PROSPER shall seek to control the risk of loss due to failure of a security issuer or grantor. Such risk shall be controlled by investing only in the safest types of securities as defined in the Policy; by collateralization as required by law; and through portfolio diversification by maturity and type. The purchase of individual securities shall be executed “Delivery versus Payment” (DVP) through PROSPER’s Safekeeping Agent. By so doing, PROSPER’s funds are not released until PROSPER has received, through the Safekeeping Agent, the securities purchased. 1. Diversification by Investment Type Diversification by investment type shall be maintained by ensuring an active and efficient secondary market in portfolio investments and by controlling the market and opportunity risks associated with specific investment types. Bond proceeds may be invested in a single security or investment if PROSPER determines that such an investment is necessary to comply with Federal arbitrage restrictions or to facilitate arbitrage record keeping and calculation. 2. Diversification by Investment Maturity In order to minimize risk of loss due to interest rate fluctuations, investment maturities will not exceed the anticipated cash flow requirements of the funds. Generally, PROSPER will not directly invest in securities maturing more than five years from the date of purchase. Maturity guidelines by fund type are discussed in Section IV, Investment Strategy. 3. Ensuring Liquidity Liquidity shall be achieved by anticipating cash flow requirements, by investing in securities with active secondary markets and by investing in eligible money market mutual funds and local government investment pools. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 11 of 26 A security may be liquidated to meet unanticipated cash requirements, to redeploy cash into other investments expected to outperform current holdings, or otherwise to adjust the portfolio. 4. Depository Agreements Consistent with the requirements of State Law, PROSPER requires all bank deposits to be federally insured or collateralized with eligible securities. Financial institutions serving as PROSPER’s Depositories will be required to sign a Depository Agreement with PROSPER and PROSPER’s safekeeping agent. The safekeeping portion of the Agreement shall define PROSPER’s rights to the collateral in case of default, bankruptcy, or closing and shall establish a perfected security interest in compliance with Federal and State regulations, including:  The Agreement must be in writing;  The Agreement has to be executed by the Depository and PROSPER contemporaneously with the acquisition of the asset;  The Agreement must be approved by the Board of Directors or the designated committee of the Depository and a copy of the meeting minutes must be delivered to PROSPER;  The Agreement must be part of the Depository’s “official record” continuously since its execution. a. Allowable Collateral Eligible securities for collateralization of PROSPER deposits are defined by Chapter 2257, Texas Government Code, the Public Funds Collateral Act, as amended and meet the constraints of this Section III. A. 2. b. Collateral Levels The market value of pledged collateral must at all times be equal to or greater than 102% of the principal and accrued interest for PROSPER balances, less the applicable level of FDIC insurance. c. Monitoring Collateral Adequacy PROSPER shall require monthly reports of pledged securities marked to market using quotes by a recognized market pricing service quoted on the valuation date from all financial institutions with which PROSPER has collateralized deposits. The Investment Officers will monitor adequacy of collateralization levels to verify market values and total collateral positions. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 12 of 26 d. Additional Collateral If the collateral pledged for a deposit falls below adequate levels, as defined above in Section 4.b. , the institution holding the deposit will be notified by the Investment Officers and will be required to pledge additional securities no later than the end of the next succeeding business day. e. Security Substitution Collateralized deposits often require substitution of securities. Any financial institution requesting substitution must contact an Investment Officer for approval and settlement. The substituted security’s value will be calculated and substitution approved if the substitution maintains a pledged value equal to or greater than the required security level. An Investment Officer must provide written notification of the decision to the bank or the safekeeping agent holding the security prior to any security release. Substitution is allowable for all transactions, but should be limited, if possible, to minimize potential administrative problems and transfer expense. The Investment Officers may limit substitution and assess appropriate fees if substitution becomes excessive or abusive. 5. Safekeeping a. Safekeeping Agreement PROSPER shall contract with a bank or banks for the safekeeping of securities either owned by PROSPER as a part of its investment portfolio or as a part of its depository agreements. b. Safekeeping of Deposit Collateral All collateral securing bank deposits must be held by a third-party custodian bank eligible under the Public Funds Collateral Act, and acceptable to and under contract with PROSPER, or by a Federal Reserve Bank. C. Investment Advisers and Securities Dealers Investment Advisers shall adhere to the spirit, philosophy and specific terms of this Policy and shall invest within the same “Standard of Care” as defined in Section E. 3. below. Securities Dealers shall avoid recommending or suggesting transactions outside that “Standard of Care.” EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 13 of 26 1. Selection of Investment Advisers The selection of Investment Advisers will be performed by the Investment Officers. The Investment Officers will establish criteria to evaluate Investment Advisers including: a. Adherence to PROSPER’s policies and strategies, b. Investment performance and transaction pricing within accepted risk constraints, c. Responsiveness to PROSPER’s request for services, information and open communication, d. Understanding of the inherent fiduciary responsibility of investing public funds, and e. Similarity in philosophy and strategy with PROSPER’s objectives. Selected Investment Advisers must be registered under the Investment Advisers Act of 1940 or with the State Securities Board. A contract with an Investment Adviser may not be for a term longer than two years and any contract, renewal or extension must be approved by Town Council. 2. Selection of Authorized Securities Dealers The ENTITY’s governing body or its Investment Officers acting as the ENTITY’s Investment Committee shall, at least annually, review, revise, and adopt a list of qualified broker/dealers and financial institutions that are authorized to engage in investment transactions with the ENTITY. a. Eligibility Authorized firms may include primary dealers or regional dealers that qualify under Securities & Exchange Commission Rule 15C3-1 (Uniform Net Capital Rule), and qualified depositories. b. Documentation Requirements Brokers/dealers and financial institutions requesting to become qualified to transact investment business with PROSPER shall be required to provide: 1. a completed Broker/Dealer Questionnaire that provides information regarding creditworthiness, experience and reputation; and EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 14 of 26 2. a Certification stating the firm has received, reviewed, understood and agrees to comply with PROSPER’s investment policy. This Certification also acknowledges that the business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between PROSPER and the organization that are not authorized by PROSPER’s investment policy, except to the extent that this authorization is dependent on an analysis of the makeup of PROSPER’s entire portfolio or requires an interpretation of subjective investment standards. PROSPER shall not enter into an investment transaction with a business organization prior to receiving the written instruments described above. c. Competitive Bids It is the policy of PROSPER to require competitive bidding for all individual security purchases and sales except for: 1. transactions with money market mutual funds and local government investment pools; and 2. treasury and agency securities purchased at issue through an approved broker/dealer or financial institution. D. Responsibility and Control 1. Authority to Invest The Town Manager, Finance Director and the Accounting Manager are the “Investment Officers” of the Town of Prosper. The PEDC Treasurer, PEDC Executive Director and the Accounting Manager are the “Investment Officers” of the PEDC. The Investment Officers are authorized to deposit, withdraw, invest, transfer, execute documentation, and otherwise manage PROSPER’s funds according to this Policy. The Investment Officers may authorize one or more Investment Officers to deposit, withdraw or transfer funds out of or into an investment pool or money market mutual fund in order to meet daily operating needs of PROSPER. 2. Prudent Investment Management The designated Investment Officers shall perform their duties in accordance with the adopted Investment Policy and internal procedures. In determining whether an Investment Officer has exercised prudence with respect to an investment decision, the investment of all funds over which the Investment Officer had responsibility, rather than the prudence of a single investment shall be considered. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 15 of 26 Investment Officers acting in good faith and in accordance with these policies and procedures shall be relieved of personal liability. 3. Standard of Care The standard of care used by PROSPER shall be that as defined in PFIA, Section 2256.006. It states: “Investments shall be made with judgment and care, under circumstances then prevailing, that a person of prudence, discretion and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived.” 4. Standards of Ethics The designated Investment Officers shall act as custodians of the public trust avoiding any transactions which might involve a conflict of interest, the appearance of a conflict of interest, or any activity which might otherwise discourage public confidence. Investment Officers shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Additionally, all Investment Officers shall file with the Texas Ethics Commission and the ENTITY’s governing body a statement disclosing any personal business relationship with a business organization seeking to sell investments to PROSPER or any relationship within the second degree by affinity or consanguinity to an individual seeking to sell investments to PROSPER. For purposes of this subsection, an Investment Officer has a personal business relationship with business organization if: a. The Investment Officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; b. Funds received by the Investment Officer from the business organization exceed 10 percent of the Investment Officer’s gross income for the previous year; or c. The Investment Officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for the personal account of the Investment Officer. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 16 of 26 5. Establishment of Internal Controls PROSPER’s Investment Officers will maintain a system of internal controls over the investment activities of PROSPER. 6. Reporting Investment performance will be monitored and evaluated by the Investment Officers. The Investment Officers will provide a quarterly comprehensive report signed by all Investment Officers to the ENTITY’s governing body. This investment report shall: a. Describe in detail the investment position of PROSPER, b. Contain a summary statement, prepared in compliance with generally accepted accounting principles, of each pooled fund group that states the: 1. beginning market value of the reporting period; 2. ending market value for the period; 3. fully accrued interest for the reporting period c. State the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; d. State the maturity date of each separately invested asset that has a maturity date; e. State the account or fund or pooled group fund in the state agency or local government for which each individual investment was acquired; and f. State the compliance of the investment portfolio with PROSPER’s Investment Policy, strategy, and PFIA. In defining market value, sources independent of the investment provider will determine valuations and consideration will be given to GASB Statement No. 31. PROSPER, in conjunction with its annual financial audit, shall perform a compliance audit of the management controls on investments and adherence to PROSPER’s Investment Policy. If PROSPER invests in other than money market mutual funds, investment pools or accounts offered by its depository bank in the form of certificates of deposits, or money market accounts or similar accounts, the reports prepared by the Investment Officers shall be formally reviewed at least EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 17 of 26 annually by an independent auditor, and the result of the review shall be reported to the ENTITY’s governing body by that auditor. 7. Training In order to insure the quality and capability of PROSPER’s investment personnel making investment decisions, PROSPER shall provide periodic training in investments for the investment personnel through courses and seminars offered by GFOA, GFOAT, GTOT, TML, NCTCOG, ICMA, TSCPA, AICPA, or any independent source or institute of higher learning approved by the Finance Director. a. The Investment Officers shall: 1. attend at least 10 hours of training relating to the Investment Officers’ responsibilities within 12 months after taking office or assuming duties; and 2. attend an investment training session not less than once in a two -year period that begins on the first day of the Town’s fiscal year and consists of the two consecutive fiscal years after that date and receive not less than 10 hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government. b. Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio and compliance with PFIA. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 18 of 26 IV. INVESTMENT STRATEGY In order to minimize risk of loss due to interest rate fluctuations, investment maturities will not exceed the anticipated cash flow requirements of the fund. Investment guidelines by fund-type are as follows: A. Operating Funds 1. Suitability – Any investment eligible in the Investment Policy is suitable for the Operating Funds. 2. Safety of Principal – All investments shall be of high quality securities with no perceived default risk. 3. Liquidity – The Operating Fund requires the greatest short-term liquidity of any of the fund types. Short term investment pools and money market mutual funds provide daily liquidity and may be utilized as a competitive yield alternative to fixed maturity investments. The weighted average days to maturity for the operating fund portfolio shall be less than 365 days , and the maximum allowable maturity shall be five years. 4. Marketability – Securities with active and efficient secondary markets are necessary in the event of an unanticipated cash requirement. Historical market “spreads” between the bid and offer prices of a particular security-type of less than a quarter of a percentage point shall define an efficient secondary market. 5. Diversification – Investment maturities shall be staggered throughout the budget cycle to provide cash flow based on the anticipated operating needs of PROSPER. Market cycle risks will be reduced by diversifying the appropriate maturity structure out no longer than five years. 6. Yield – Attaining a competitive market yield for comparable security-types and portfolio restrictions is the desired objective. The yield of an equally weighted, rolling portfolio of Treasury securities with an average maturity roughly equivalent to that of the portfolio shall be the minimum yield objective. B. Construction and Capital Improvement Funds 1. Suitability – Any investment eligible in the Investment Policy is suitable for the Construction and Capital Improvement Funds. 2. Safety of Principal – All investments shall be of high quality securities with no perceived default risk. By managing Construction and Capital Improvement Fund’s portfolio to exceed the anticipated expenditure schedule, the market risk of the overall portfolio will be minimized. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 19 of 26 3. Liquidity – PROSPER funds used for construction and capital improvement programs have reasonably predictable draw down schedules. The investment maturity of construction and capital improvement funds shall generally be limited to the anticipated cash flow requirement or the “temporary period,” as defined by Federal Tax Law. During the temporary period, which is generally three years for capital projects, bond proceeds may be invested at an unrestricted yield. After the expiration of the temporary period, bond proceeds subject to yield restriction shall be invested considering the anticipated cash flow requirements of the funds and market conditions to achieve compliance with the applicable regulations. The stated final maturity dates of investments held should not exceed the estimated project completion date; the maximum maturity for all construction or capital improvement funds shall be five years. 4. Marketability – Securities with active and efficient secondary markets are necessary in the event of an unanticipated cash requirement. Historical market “spreads” between the bid and offer prices of a particular security-type of less than a quarter of a percentage point shall define an efficient secondary market. 5. Diversification – Investment maturities shall be staggered throughout the budget cycle to provide cash flow based on the anticipated operating needs of the construction and capital improvement funds of PROSPER. 6. Yield – Attaining a competitive market yield for comparable security-types and portfolio restrictions is the desired objective. The yield of an equally weighted, rolling three-month Treasury bill portfolio shall be the minimum yield objective. C. Debt Service Funds 1. Suitability – Any investment eligible in the Investment Policy is suitable for the Debt Service Funds. 2. Safety of Principal – All investments shall be of high quality securities with no perceived default risk. By managing Debt Service Fund’s portfolio to not exceed the debt service payment schedule the market risk of the overall portfolio will be minimized. 3. Liquidity – Debt Service have predictable payment schedules. Debt Service Funds shall be invested to ensure adequate funding for each consecutive debt service payment. The Investment Officers shall invest in such a manner as not t o exceed an “unfunded” debt service date with the maturity of any investment. An unfunded debt service date is defined as a coupon or principal payment date that does not have cash or investment securities available to satisfy said payment. The weighted average days to maturity for the debt service fund portfolio shall be less than 365 days and the maximum allowable maturity shall be two years. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 20 of 26 4. Marketability – Securities with active and efficient secondary markets are not necessary as the event of an unanticipated cash requirement is not probable. 5. Diversification – Investment maturities shall be staggered throughout the budget cycle to provide cash flow based on the anticipated needs of the debt service funds of PROSPER. At no time shall the debt service schedule be exceeded in an attempt to bolster yield. 6. Yield – Attaining a competitive market yield for comparable security-types and portfolio restrictions is the desired objective. The yield of an equally weighted, rolling portfolio Treasury securities with an average maturity roughly equivalent to that of the portfolio shall be the minimum yield objective. D. Enterprise Funds 1. Suitability – Any investment eligible in the Investment Policy is suitable for the Enterprise Funds. 2. Safety of Principal – All investments shall be of high quality securities with no perceived default risk. 3. Liquidity – The Enterprise Fund requires short-term liquidity for some operations. Short-term investment pools and money market mutual funds provide daily liquidity where needed. The weighted average days to maturity for the enterprise fund portfolio shall be less than 365 days and the maximum allowable maturity shall be five years. 4. Marketability – Securities with active and efficient secondary markets are necessary in the event of an unanticipated cash requirement. Historical market “spreads” between the bid and offer prices of a particular security-type of less than a quarter of a percentage point shall define an efficient secondary market. 5. Diversification – Investment maturities shall be staggered throughout the budget cycle to provide cash flow based on the anticipated operating needs of PROSPER. Market cycle risk will be reduced by diversifying the appropriate maturity structure out no longer than five years 6. Yield – Attaining a competitive market yield for comparable security-types and portfolio restrictions is the desired objective. Portions of Enterprise Fund reserves are available to earn higher yield on longer maturities. The yield of an equally weighted, rolling portfolio Treasury securities with an average maturity roughly equivalent to that of the portfolio shall be the minimum yield objective. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 21 of 26 Appendix “A” Glossary of Cash Management Terms Accretion – Common investment accounting entry in which the book value of securities purchased at a discount are gradually written up to the par value. The process has the effect of recording the discount as income over time. Accrued Interest – Interest earned, but not yet paid, on a bond. Agency – See Federal Agency. Amortization – Common investment accounting entry in which the book value of securities purchased at a premium are gradually written down to the par value. The process has the effect of recording the premium as a reduction to income over time. Arbitrage – Dealing simultaneously in the same product in two markets to take advantage of temporary price distortions at minimal risk Basis Point – A unit of measurement used in the valuation of fixed-income securities equal to 1/100 of 1 percent of yield; e.g., “1/4” of 1 percent is equal to 25 basis points. Benchmark – Index used to compare risk and performance to a managed portfolio. Bid – The indicated price at which a buyer is willing to purchase a security or commodity. Book Value – The original acquisition cost of an investment plus or minus the accrued amortization or accretion. Broker – A financial firm that brings securities buyers and sellers together in return for a fee. The term “broker” is often used interchangeably with “dealer” to refer to a seller of investment securities. Callable Bond – A bond issue in which all or part of its outstanding principal amount may be redeemed before maturity by the issuer under specified conditions. Cash Settlement – A transaction which calls for delivery and payment of securities on the same day that the transaction is initiated. Collateralization – Process by which a borrower pledges securities, property, or other deposits for the purpose of securing the repayment of a loan and/or security. Collateralized Mortgage Obligation (CMO) – A derivative mortgage-backed security (MBS) created from pools of home mortgage loans. A single MBS is divided into multiple classes, each EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 22 of 26 class containing unique risk profile and security characteristics. A number of CMO classes are expressly prohibited by Texas State law. Commercial Paper – An unsecured short-term promissory note issued by corporations, with maturities ranging from 1 to 270 days. Commercial paper must carry a mi nimum rating of A1/P1 in order to be eligible under the Texas Public Funds Investment Act. Constant Maturity Treasury (CMT) – A calculated average released by the Federal Reserve of all Treasury yields along a specific maturity point. This calculation is frequently used as a benchmark for conservative government portfolios. Coupon Rate – The annual rate of interest received by an investor from the issuer of certain types of fixed-income securities. Also known as the “interest rate.” Credit Risk – The risk to an investor that an issuer will default in the payment of interest and/or principal on a security. Derivative – Financial instruments whose value is derived from the movement of an underlying index or security. Dealer – A dealer, as opposed to a broker, sets as a principal in all securities transactions, buying and selling for their own account. Often times, the terms “broker” and “dealer” are used interchangeably to refer to a seller of investments securities. Delivery Versus Payment (DVP) – A type of securities transaction in which the purchaser pays for securities at the time of delivery either to the purchaser or his/her custodian. Derivative Security – Financial instrument created from, or whose value depends upon, one or more underlying assets or indices of asset values. Discount – The amount by which the par value of a security exceeds the price paid for the security. Diversification – A process of investing assets among a range of security types by sector, maturity, and quality rating. Dollar Weighted Average Maturity (WAM) – The average maturity of all the securities that comprise a portfolio weighted by the dollar value of each security. Fair Market Rate – A documented and verifiable rate of interest which approximates the average rate which could have been earned on similar investments at the time of the transaction. Federal Agency – A debt instrument that carries a rating of AAA because it is government sponsored. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 23 of 26 Federal Deposit Insurance Corporation (FDIC) – A federal agency that insures bank deposits, currently up to $250,000 per account. Public deposits that exceed this amount must be properly collateralized with investment securities or insured through a surety bond. Financial Industry Regulatory Authority (FINRA) - the successor to the National Association of Securities Dealers, Inc. (NASD). FINRA is a private corporation that focuses on regulatory oversight of all securities firms that do business with the public; professional training, testing and licensing of registered persons; arbitration and mediation; market regulation by contract for the New York Stock Exchange, the NASDAQ Stock Market, Inc., the American Stock Exchange LLC, and the International Securities Exchange. Interest Rate – See “Coupon Rate.” Internal Controls – An internal control structure designed to ensure that the assets of the entity are protected from loss, theft, or misuse. The internal control structure is designed to provide reasonable assurance that these objectives are met. Interlocal Cooperation Act – Law permitting joint participation by local governments providing one or more government functions within the State. This law [Section 891.001 et seq. of the Texas Government Code (the “Act”)] has allowed for the creation of investment pools in Texas. Investment Advisers Act of 1940 – Law which requires all Investment Advisers to be registered with the SEC in order to protect the public from fraud. Investment Policy – A concise and clear statement of the objectives and parameters formulated by an investor or investment manager for a portfolio of investment securities. The Texas Public Funds Investment Act requires that public entities have a written and approved investment policy. Investment Pool – An entity created under the Interlocal Cooperation Act to invest public funds jointly on behalf of the entities that participate in the pool. Liquidity – A liquid investment is one that can be easily and quickly converted to cash without substantial loss of value. Investment pools and money market funds, which allow for same day withdrawal of cash, are considered extremely liquid. Local Government Investment Pool (LGIP) – An investment by local governments in which their money is pooled as a method for managing local funds. Market Risk - The risk that the value of a security will rise or decline as a result of changes in market conditions. Market Value – A security’s par amount multiplied by its market price. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 24 of 26 Master Repurchase Agreement – A written contract covering all future transactions between the two parties to a repurchase agreement. Maturity – The date on which payment of a financial obligation is due. The final stated maturity is the date on which the issuer must retire a bond and pay the face value to the bondholder. See “Weighted Average Maturity.” Money Market Mutual Fund – Mutual funds that invest solely in money market instruments (short term debt instruments, such as Treasury bills, commercial paper, bankers’ acceptance, repos and federal funds). Mortgage-Backed Security (MBS) – Security backed by pools of home loan mortgages. Net Asset Value (NAV) – The value of a mutual fund or investment pool at the end of the business day. NAV is calculated by adding the market value of all securities in a fund or pool, deducting expenses, and dividing by the number of shares in the fund or pool. Offer – An indicated price at which market participants are willing to sell a security. Also referred to as the “Ask Price.” Par – Face value or principal value of a bond, typically $1,000 per bond. A security’s par value is multiplied by its coupon rate to determine coupon payment amount. Premium – The amount by which the price paid for a security exceeds the security’s par value. Primary Government Securities Dealer (Primary Dealer) – One of 20 (as of 02/2011 ) large government securities dealers who are required to submit daily reports of market activity and monthly financial statements to the New York Federal Reserve Bank. Primary Dealers are required to continually “make a market” in Treasury securities, buying or selling when asked, thereby creating a liquid secondary market for US debt obligations. Principal – The face value or par value of a debt instrument. Also may refer to the amount of capital invested in a given security. Prudent Investor Rule – Refers to an investment principle in the Public Funds Investment Act outlining the fiduciary responsibilities of Investment Officers. Regular Way Delivery – Securities settlement that calls for delivery and payment on the third business day following the trade date (T + 3); payment on a T + 1 basis is currently under consideration. Mutual funds are settled on a same day basis; government securities are settled on the next business day. EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 25 of 26 Repurchase Agreement (repo or RP) – An agreement of one party to sell securities at a specified price to a second party and a simultaneous agreement of the first party to repurchase the securities at a specified price or at a specified later date. Reverse Repurchase Agreement (Reverse Repo) – An agreement of one party to purchase securities at a specified price from a second party and a simultaneous agreement by the first party to resell the securities at a specified price to the second party on demand or at a specified date. Safekeeping – Holding of assets (e.g., securities) by a financial institution. Total Return – The sum of all investment income plus changes in the capital value of the portfolio. For mutual funds, return on an investment is composed of share price appreciation plus any realized dividends or capital gains. This is calculated by taking the following components during a certain time period: (Price Appreciation) + (Dividends Paid) + (Capital Gains) = (Total Return). Treasury Bills – Short term U.S. government non-interest bearing debt securities with maturities of no longer than one year and issued with a minimum purchase of $100. Bills pay interest only at maturity. The interest is equal to the face value minus the purchase price. Auctions of four week, 13 week and 26 week bills are every week, while auctions of 52 week bills are done every four weeks. The yields on these bills are monitored closely in the money markets for signs of interest rate trends. Treasury Notes – Intermediate U.S. government debt securities with maturities of one to 10 years and issued with a minimum purchase of $100. Treasury notes, or T-notes, are issued in terms of 2, 3, 5, 7, and 10 years, and pay interest every six months until they mature. Uniform Net Capital Rule – SEC Rule 15C3-1 outlining capital requirements for brokers/dealers. Volatility – A degree of fluctuation in the price and valuation of securities. Yield – The current rate of return on an investment security generally expressed as a percentage of the security’s face value. Yield-to-Call (YTC) – The rate of return an investor earns from a bond assuming the bond is redeemed (called) prior to its nominal maturity date. Yield Curve – A graphic representation that depicts the relationship at a given point in time between yields and maturity for bonds that are identical in every way except maturity. A normal yield curve may be alternatively referred to as a positive yield curve. Yield-to-Maturity – The rate of return yielded by a debt security held to maturity when both EXHIBIT AEXHIBIT B Revised 03/20122013 Investment Policy Page 26 of 26 interest payments and the investor’s potential capital gain or loss are included in the calculation of return. Zero-coupon Securities – Security that is issued at a discount and makes no periodic interest payments. The rate of return consist of a gradual accretion of the principal of the security and is payable at par upon maturity. Page 1 of 2 To: Mayor and Town Council From: Matthew B. Garrett, Finance Director CC: Harlan Jefferson, Town Manager Re: Town Council Meeting – February 26, 2013 Date: February 19, 2013 Agenda Item: Consider and act upon Resolution 13-21 authorizing the Town Manager to execute a two year contract with Document Management Professionals Business Process Outsourcing, Inc. for the production and distribution of Town utility bills. Description of Agenda Item: Town staff solicited quotes from three vendors proven to work well with our utility billing software to perform printing, sorting and distribution of Town utility bills. This service is currently provided by CSG at a cost of approximately $11k per year. The current agreement has been in place since March 2008 and is set to renew for another year on April 1, 2013. When asked to submit a new, lower quote CSG declined. Staff received competitive quotes from DP2 Billing Solutions LLC and Document Management Professionals Business Process Outsourcing, Inc. (“DMPBPO”) Staff checked references on these respondents and were pleased with the reviews for both. Staff is recommending DMPBPO as the lowest cost solution that will meet the Town’s billing needs. Further, DMPBPO has its primary facility in Carrolton, but also operates a secondary disaster recovery facility in Austin. The cost comparisons are shown below using actual volumes from December 2012. Volume CSG Rates DP2 Rates DMP Rates Statements 3901 $ 780.20 $ 507.13 $ 429.11 Additional Impressions 453 18.12 18.12 9.06 Inserts fold/Stuff 3885 77.70 77.70 38.85 Oversized Surcharge 14 2.80 2.80 2.80 NCOALINK 28 14.00 14.00 8.40 CSG Rates DP2 Rates DMP Rates Monthly Cost $ 892.82 $ 619.75 $ 488.22 Annual Cost Calc $ 10,713.84 $ 7,437.00 $ 5,858.64 Savings over CSG $ - $ 3,276.84 $ 4,855.20 Prosper is a place where everyone matters. Administration Page 2 of 2 Council action to approve this resolution will give the Town Manager authority to finalize and execute an agreement with DMPBPO. Once another vendor is secured, we can cancel the current contract with CSG by March 1 and avoid another year of higher costs. Budget Impact: Reducing this monthly expense will save utility customers almost $5,000 annually and approximately $2,500 for the remainder of Fiscal Year 2013. Legal Obligations and Review: The Town Attorney will be asked to review the agreement prior to finalizing. Attached Documents: Resolution 13-21 Board, Committee and/or Staff Recommendation: Town staff recommends that the Town Council approve Resolution 13-21 authorizing the Town Manager to execute a two year contract with Document Management Professionals Business Process Outsourcing, Inc. for the production and distribution of Town utility bills. TOWN OF PROSPER, TEXAS RESOLUTION NO. 13-21 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY AUTHORIZING THE TOWN MANAGER OF THE TOWN OF PROSPER, TEXAS, TO EXECUTE A TWO YEAR CONTRACT WITH DOCUMENT MANAGEMENT PROFESSIONALS BUSINESS PROCESS OUTSOURCING, INC. FOR THE PRODUCTION AND DISTRIBUTION OF TOWN UTILITY BILLS.. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The Town Manager of the Town of Prosper, Texas, is hereby authorized to execute a two year contract with Document Management Professionals Business Process Outsourcing, Inc., on behalf of the Town Council of the Town of Prosper, Texas, for the production and distribution of Town utility bills. SECTION 2: This Resolution shall take effect immediately upon its passage. DULY RESOLVED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, on this the 26th day of February, 2013. ____________________________________ Ray Smith Mayor ATTEST: ____________________________________ Amy Piukana, TRMC Town Secretary