Loading...
03.25.2014 Town Council Packet Page 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 non- controversial. The Consent Agenda can be acted upon in one motion. Items may be removed from the Consent Agenda by the request of Council Members or staff.) 4a. Consider and act upon minutes from the following Town Council meeting. (RB)  Regular Meeting – February 25, 2014 4b. Consider and act upon a resolution approving the exclusion of land from the boundaries of Prosper Management District No. 1. (RB) 4c. Receive the February 2014 Financial Report. (KA) 4d. Consider and act upon an ordinance amending Article 12.04 of Chapter 12 of the Code of Ordinances related to concrete trucks and leakage of concrete. (DK) 4e. Consider and act upon an ordinance amending Article 4.09 of the Code of Ordinances (Special Events and Temporary Outdoor Seasonal Sales). (CC) 4f. Consider and act upon an ordinance rezoning 0.7± acre from Single Family-15 (SF-15) to Downtown Single Family (DTSF), located on the north side of Third Street, 200± feet west of Church Street (309 E. Third Street). (Z14-0001). (CC) 4g. Consider and act upon an ordinance rezoning 0.3± acre from Single Family-15 (SF-15) to Downtown Retail (DTR), located on the west side of Coleman Street, 100± feet south of Fifth Street. (Z14-0002). (CC) 4h. Consider and act upon an ordinance rezoning 0.4± acre from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northwest corner of Craig Road and First Street (713 E. First Street). (Z14-0003). (CC) 4i. Consider and act upon approving a list of qualified firms to provide professional engineering and related services to the Town of Prosper. (MR) AGENDA Meeting of the Prosper Town Council Prosper Municipal Chambers 108 W. Broadway, Prosper, Texas Tuesday, March 25, 2014 6:00 p.m. Page 2 of 4 4j. Consider and act upon approving the purchase of lighting and installation services for the Frontier Park Soccer Field Lighting Addition project, from Musco Sports Lighting, LLC, through the Texas Local Government Purchasing Cooperative. (PN) 4k. Consider and act upon whether to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department, pursuant to Chapter 4, Section 1.5(C)(7) and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding action taken by the Planning & Zoning Commission on any site plan or preliminary site plan. (CC) 4l. Consider and act upon authorizing the Town Manager to execute a Brokerage Service Agreement between McGriff, Seibels & Williams of Texas, Inc., related to employee benefit management services. (BR) 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 Meeting Appearance Card” 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 “Public Meeting Appearance Card” 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 HEARINGS: 6. Conduct a Public Hearing, and consider and act upon a request to rezone 357.3± acres, located on the north side of US 380, 3,800± feet west of Dallas Parkway, from Planned Development-14 (PD-14) and Planned Development-43 (PD-43) to Planned Development-Single Family/Retail/Commercial (PD-SF/R/C). (Z13-0011). (CC) 7. Conduct a Public Hearing, and consider and act upon a request to rezone 29.5± acres, located on the southeast corner of Coit Road and Frontier Parkway, from Agricultural (A) to 16.2± acres of Single Family-17.5 (SF-17.5) and 13.3± acres of Retail (R). (Z14- 0004). (CC) 8. Conduct a Public Hearing, and consider and act upon a request for a variance to the Sign Ordinance, Section 1.09(L), regarding Subdivision Entry Signs, located north of US 380 at Windsong Ranch Parkway. (V14-0001). (CC) Page 3 of 4 DEPARTMENT ITEMS: 9. Consider and act upon authorizing the Town Manager to execute a Standard Form of Agreement between the Town and Pogue Construction Co., L.P., related to Construction Manager-At-Risk services for Prosper Fire Department Station No. 2; an Addendum to the Standard Form of Agreement between the Town and the Construction Manager-At- Risk; and an Addendum to the General Conditions of the Contract for Construction. (JC) 10. Consider and act upon a resolution accepting the Independent Audit Report and Comprehensive Annual Financial Report (CAFR) for the Fiscal Year Ended September 30, 2013, as presented by Cara Hilbrich of Davis Kinard & Co, PC, Certified Public Accountants. (KA) 11. Consider and act upon a resolution declaring the expectation to reimburse expenditures for the design and construction of Coleman Street (Prosper Trail to Prosper High School) and Rhea Mills concrete street improvements with proceeds of future debt, and authorizing the preparation of the documents associated with the issuance, sale, and delivery of the debt obligations; and providing an effective date. (KA) 12. Consider and act upon authorizing the Town Manager to execute an agreement between Kimley-Horn and Associates, Inc., and the Town of Prosper, Texas, related to the design of Coleman Street (Prosper Trail to Prosper High School). (MR) 13. Consider and act upon awarding Bid No. 2014-32-B to Austin Bridge & Road, LP, related to construction services for the Prosper Road Improvement Project 2014; and authorizing the Town Manager to execute same. (HW) 14. 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: 14a. Section 551.087. - To discuss and consider economic development incentives. 14b. Section 551.072. - To discuss and consider purchase, exchange, lease or value of real property for municipal purposes and all matters incident and related thereto. 15. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. 16. Possibly direct Town staff to schedule topic(s) for discussion at a future meeting.  SH 289 Landscape, Lighting and Monument Signage. (HW)  Update on Town Hall/Multi-Purpose architectural and engineering services consultant selection. (HW) 17. Adjourn. Page 4 of 4 CERTIFICATION I, the undersigned authority, do hereby certify that this Notice of Meeting was posted at the Town Hall of Prosper, Texas, 121 W. Broadway Street, 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: On March 21, at 5:00 p.m. and remained so posted at least 72 hours before said meeting was convened. ________________________________________ ____________________ Robyn Battle, Town Secretary Date Noticed Removed 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 subjects 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. NOTICE Pursuant to Town of Prosper Ordinance No. 13-63, 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 9 ] Prosper is a place where everyone matters. 1. Call to Order/Roll Call. The meeting was called to order at 6:00 p.m. Council Members Present: Mayor Ray Smith Mayor Pro-Tem Meigs Miller Deputy Mayor Pro-Tem Kenneth Dugger Councilmember Michael Korbuly Councilmember Curry Vogelsang, Jr. Councilmember Danny Wilson Councilmember Jason Dixon Staff Members Present: Harlan Jefferson, Town Manager Robyn Battle, Town Secretary Terrence Welch, Town Attorney Hulon T. Webb, Jr., Executive Director of Development and Community Services Chris Copple, Director of Development Services Kent Austin, Finance Director Doug Kowalski, Interim Police Chief 2. Invocation, Pledge of Allegiance and Pledge to the Texas Flag. Pastor Wayne Bartley led the invocation. Brownie Troop 7231 led the pledge of allegiance and the pledge to the Texas flag. 3. Announcements of upcoming events. Deputy Mayor Pro-Tem Dugger made the following announcements: The Town Council thanked Brownie Troop 7231 for leading the pledges. The Brownies are here to learn about local government and how it works to support the community. In the coming weeks, they will be working toward identifying a “Take Action Project” to make the world a better place. On Monday, new asphalt was installed on Coleman Road south of the High School to repair the pavement as a result of a box culvert crossing completed with the Tanner’s Mill development. The Town will hold its third annual Prosper Spring Clean Up event on Saturday, March 22, from 8:00 a.m. - Noon in the parking lots around Main Street Park. Residents may MINUTES Regular Meeting of the Prosper Town Council Prosper Municipal Chambers 108 W. Broadway, Prosper, Texas Tuesday, February 25, 2014 Page 2 of 9 bring old electronics, tree and yard debris, and bulk items to be recycled, and on-site shredding services will be available. Please bring a current water bill and drivers license as proof of residency. For more information, please contact Kelly Vanaman in Utility Billing. The Town of Prosper will hold a Centennial Celebration on Saturday, April 26, in the downtown area. The event will include entertainment, storytelling, games and activities for the whole family that will celebrate Prosper’s past, present and future. For more information, please contact Town Secretary Robyn Battle. The Town Council welcomed Sharon Alderton, the Town’s new Children’s Services Librarian. Sharon will plan and promote the Summer Reading Program and other activities throughout the year to inspire a love of reading among the children in our community. Ms. Alderton came forward to introduce herself, and tell the Council about the new Children’s Storytime program at the library. 4. CONSENT AGENDA: (Items placed on the Consent Agenda are considered routine in nature and non- controversial. The Consent Agenda can be acted upon in one motion. Items may be removed from the Consent Agenda by the request of Council Members or staff.) Deputy Mayor Pro-Tem Dugger removed items 4h, 4k, and 4l from the Consent Agenda. 4a. Consider and act upon minutes from the following Town Council meeting. (RB)  Regular Meeting – February 11, 2014 4b. Consider and act upon canceling the March 11, 2014, Town Council meeting. (RB) 4c. Consider and act upon adopting Resolution No. 14-07 ordering a General Election to be held on May 10, 2014, and authorizing the Town Manager to execute agreements with the Collin County Election Administration and the Denton County Election Administration to provide joint election services with the Prosper Independent School District. (RB) 4d. Consider and act upon appointing Mark DeMattia to the Board of Directors, and approving the appointment of Nathan P. Bontke, Scott Ramsey, Brett L. Pedigo, and David Blom for the remaining positions on the Board of Directors for the Prosper Management District No. 1. (RB) 4e. Consider approval of the purchase of one brush truck for the Fire Department, from Chastang Ford, through the Houston-Galveston Area Council (HGAC) Cooperative Purchasing Program; and authorize prepayment options. (JC) 4f. Receive the January 2014 Financial Report. (KA) Page 3 of 9 4g. Receive the Quarterly Investment Report for the quarter ending December 31, 2013. (KA) 4i. Consider and act upon receiving the 2013 Racial Profiling Report as required by state law. (DK) 4j. Consider and act upon Ordinance No. 14-08 establishing a curfew for juveniles under the age of 17 years. (DK) Deputy Mayor Pro-Tem Dugger made a motion and Mayor Pro-Tem Miller seconded the motion to approve all remaining items on the Consent Agenda. The motion was approved by a vote of 7-0. 4h. Consider and act upon an addendum to the current Interlocal agreement between the Town of Prosper and the North Central Texas Council of Government (NCTCOG) regarding the implementation of the Smart911 system. (DK) Deputy Mayor Pro-Tem Dugger asked regarding the cost of the Smart911 service. Town Manager Harlan Jefferson clarified that although the service is free to residents, the Town pays a fee for the service, which is included in the Town’s budget. Deputy Mayor Pro-Tem Dugger made a motion and Councilmember Korbuly seconded the motion to approve Item 4h. The motion was approved by a vote of 7-0. 4k. Consider and act upon Ordinance No. 14-09 rezoning 6.5± acres, located on the west side of Custer Road, 500± feet north of Prosper Trail, from Agricultural (A) to Planned Development-Office (PD-O). (Z13-0009). (CC) 4l. Consider and act upon Ordinance No. 14-10 amending 6.6± acres of Planned Development-57-Office (PD-57-O), located on the north side of Prosper Trail, 500± feet west of Custer Road. (Z13-0019). (CC) Mayor Smith recused himself from Items 4k and 4l, and he stepped down from the Council bench. Deputy Mayor Pro-Tem Dugger made a motion and Mayor Pro-Tem Miller seconded the motion to approve Items 4k and 4l. The motion was approved by a vote of 6-1. 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 Meeting Appearance Card” and present it to the Town Secretary prior to the meeting.) Mayor Smith recognized the following individual who requested to speak: Wayne Bartley, 721 Shadow Hill Drive, Prosper, spoke regarding the activities of Cornerstone North Central Texas. He reviewed the organization’s programs and accomplishments for the previous year, and the new programs planned for 2014. Mr. Page 4 of 9 Bartley thanked the Town Council and the residents of Prosper for their continued support of Cornerstone NCT. Councilmember Korbuly and Councilmember Wilson thanked Mr. Bartley for his efforts for Cornerstone NCT. There were no other Citizen Comments. REGULAR AGENDA: (If you wish to address the Council during the regular agenda portion of the meeting, please fill out a “Public Meeting Appearance Card” 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 HEARINGS: 6. Conduct a Public Hearing, and consider and act upon a request to rezone 0.7± acre from Single Family-15 (SF-15) to Downtown Single Family (DTSF), located on the north side of Third Street, 200± feet west of Church Street (309 E. Third Street). (Z14-0001). (CC) Development Services Director Chris Copple presented this item before the Town Council. The proposed zoning request is to rezone the property from Single Family-15 to Downtown Single Family, which conforms to the Future Land Use Plan. The Planning and Zoning Commission has approved the request, and Town staff recommends approval as well. Mayor Smith opened the Public Hearing. With no-one speaking, Mayor Smith closed the Public Hearing. Mayor Pro-Tem Miller made a motion and Councilmember Vogelsang seconded the motion to approve a request to rezone 0.7± acre from Single Family-15 (SF-15) to Downtown Single Family (DTSF), located on the north side of Third Street, 200± feet west of Church Street (309 E. Third Street). The motion was approved by a vote of 7-0. 7. Conduct a Public Hearing, and consider and act upon a request to rezone 0.3± acre from Single Family-15 (SF-15) to Downtown Retail (DTR), located on the west side of Coleman Street, 100± feet south of Fifth Street. (Z14-0002). (CC) Development Services Director Chris Copple presented this item before the Town Council. The proposed zoning request is to rezone the property from Single Family-15 to Downtown Retail, which conforms to the Future Land Use Plan. The Planning and Zoning Commission has approved the request, and Town staff recommends approval as well. Mayor Smith opened the Public Hearing. With no-one speaking, Mayor Smith closed the Public Hearing. Page 5 of 9 After discussion, Councilmember Korbuly made a motion and Mayor Pro-Tem Miller seconded the motion to approve a request to rezone 0.3± acre from Single Family-15 (SF-15) to Downtown Retail (DTR), located on the west side of Coleman Street, 100± feet south of Fifth Street. The motion was approved by a vote of 7-0. 8. Conduct a Public Hearing, and consider and act upon a request to rezone 0.4± acre from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northwest corner of Craig Road and First Street (713 E. First Street). (Z14-0003). (CC) Development Services Director Chris Copple presented this item before the Town Council. The proposed zoning request is to rezone the property from Single Family-15 to Downtown Office, which conforms to the Future Land Use Plan. The Planning and Zoning Commission has approved the request, and Town staff recommends approval as well. Mayor Smith opened the Public Hearing. With no-one speaking, Mayor Smith closed the Public Hearing. After discussion, Deputy Mayor Pro-Tem Dugger made a motion and Councilmember Korbuly seconded the motion to approve a request to rezone 0.4± acre from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northwest corner of Craig Road and First Street (713 E. First Street). The motion was approved by a vote of 7-0. DEPARTMENT ITEMS: 9. Consider and act upon authorizing the Town Manager to enter into an Alternate Funding Procedure Agreement between the Town of Prosper and the Upper Trinity Regional Water District (UTRWD). (KA) Finance Director Kent Austin presented this item before the Town Council. The Town’s agreement with the Upper Trinity Regional Water District allows the Town to utilize alternative funding options for the Town’s share of the Doe Branch Wastewater Treatment Plant. The proposed agreement, written by the Town’s bond counsel, Dan Culver, outlines the terms of the alternate funding procedure. The Town will receive regular reports on how the Town’s portion of the funds for the project will be spent. After discussion, Councilmember Wilson made a motion and Councilmember Dixon seconded the motion authorizing the Town Manager to enter into an Alternate Funding Procedure Agreement between the Town of Prosper and the Upper Trinity Regional Water District (UTRWD). The motion was approved by a vote of 7-0. Mayor Smith opened Items 10 and 11 concurrently. 10. Consider and act upon all matters incident and related to the issuance and sale of the Town of Prosper, Texas, Combination Tax and Surplus Revenue Certificates of Obligation, Series 2014, including the adoption of an ordinance authorizing the issuance of such Certificates, approving an Official Statement, a Bond Purchase Agreement, a Paying Agent/Registrar Agreement, and an engagement letter of Bond Counsel. (KA) Page 6 of 9 11. Consider and act upon all matters incident and related to the issuance and sale of the Town of Prosper, Texas General Obligation Refunding and Improvement Bonds, Series 2014, including the adoption of an ordinance authorizing the issuance of such Bonds, approving an Official Statement, a Bond Purchase Agreement, a Paying Agent/Registrar Agreement, and an engagement letter of Bond Counsel. (KA) Finance Director Kent Austin introduced Jason Hughes of FirstSouthwest, the Town’s Financial Advisor. Mr. Hughes reviewed the terms of the Certificates of Obligation and the General Obligation Bonds. The Town will save nearly $1 million by providing its own funding for the Doe Branch Wastewater Treatment Plant. Town staff recommends funding $13 million of its $16 million share by debt, with the remaining $3 million funded by cash in the Water/Sewer fund. Existing low interest rates have made refunding of the Town’s 2004 bond series favorable. Along with the refunding, Town staff is proposing to include $1 million for CIP projects including Frontier Park field lighting, the Windsong Ranch Fire Station, and the Cook Lane Fire Station. The savings from the refunding will decrease the amount of the Town’s annual debt service and completely offset the cost of the new debt being issued. Town staff and Mr. Hughes recommended approval of both items. After discussion, Councilmember Vogelsang made a motion and Deputy Mayor Pro-Tem Dugger seconded the motion to adopt Ordinance No. 14-11 authorizing the issuance of the Town’s Combination Tax and Surplus Revenue Certificates of Obligation, Series 2014, including the adoption of an ordinance authorizing the issuance of such Certificates, approving an Official Statement, a Bond Purchase Agreement, a Paying Agent/Registrar Agreement, and an engagement letter of Bond Counsel. The motion was approved by a vote of 7-0. Deputy Mayor Pro-Tem Dugger made a motion and Mayor Pro-Tem Miller seconded the motion to adopt Ordinance No. 14-12 authorizing the issuance and sale of the Town of Prosper, Texas General Obligation Refunding and Improvement Bonds, Series 2014, including the adoption of an ordinance authorizing the issuance of such Bonds, approving an Official Statement, a Bond Purchase Agreement, a Paying Agent/Registrar Agreement, and an engagement letter of Bond Counsel. The motion was approved by a vote of 7-0. 12. Consider and act upon an ordinance of the Town Council of the Town of Prosper, Texas, amending the budget for fiscal year 2013-2014 in accordance with existing statutory requirements and appropriating the various amounts referenced herein; making findings related thereto, providing repealing, savings and severability clauses; and providing for an effective date. (KA) Finance Director Kent Austin presented this item before the Town Council. The proposed budget amendment would authorize the use of $3 million from the Water/Sewer fund to be used to fund the Town’s portion of the Doe Branch Wastewater Treatment Plant. Page 7 of 9 Mayor Pro-Tem Miller made a motion and Deputy Mayor Pro-Tem Dugger seconded the motion to adopt Ordinance No. 14-13 amending the budget for fiscal year 2013-2014 in accordance with existing statutory requirements and appropriating the various amounts referenced herein; making findings related thereto, providing repealing, savings and severability clauses; and providing for an effective date. The motion was approved by a vote of 7-0. 13. Consider and act upon authorizing the Town Manager to execute a Fifth Amendment to the Preannexation Agreement between the Town of Prosper and TVG Texas I, LLC. (CC) Development Services Director Chris Copple presented this item before the Town Council. The Town first entered into the preannexation agreement with Forest City and Mahard Egg Farm in 2007. The property is now owned by TVG Texas I, LLC. The proposed fifth amendment, as well as the four previous amendments, are related to the donation of the first elementary school site, dedication of a 50-acre community park site, and the payment of a $100,000 community park grant. The community park grant funds were received by the Town earlier this year, per the agreement. The fifth amendment would extend the dedication requirement to March 28, 2014, and the community park dedication to April 30, 2014. Town staff recommended approval of this item. After discussion, Councilmember Vogelsang made a motion and Mayor Pro-Tem Miller seconded the motion authorizing the Town Manager to execute a Fifth Amendment to the Preannexation Agreement between the Town of Prosper and TVG Texas I, LLC. The motion was approved by a vote of 7-0. 14. Discussion on the Town Council strategic goal: Develop a plan for recreation programs to be offered by the Town. (JS) Recreation Services Coordinator Julie Shivers presented this item before the Town Council. Ms. Shivers reviewed several programs that the Parks and Recreation Department is currently offering. New programs include a tennis academy, Fit 4 Mom/Stroller Strides, Kindermusik, and a 100-mile walking challenge in conjunction with the Town’s Centennial Celebration. Lighthouse Church has partnered with the Town on the Bricks4Kids and Kindermusik programs by allowing the Town to use space at the church at no additional cost. Town staff is working on developing other programs that have been suggested by residents and the Parks and Recreation Board to provide a variety of recreational opportunities. Ms. Shivers will provide another update on recreation programs at the April 8, 2014, Town Council Meeting. 15. 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: 15a. Section 551.087. - To discuss and consider economic development incentives. Page 8 of 9 15b. Section 551.072. - To discuss and consider purchase, exchange, lease or value of real property for municipal purposes and all matters incident and related thereto. 15c. Section 551.074 - To discuss and review the Town Manager’s performance evaluation. The Town Council recessed into Executive Session at 6:54 p.m. 16. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. The Regular Session was reconvened at 8:48 p.m. The following action was taken as a result of Executive Session: Councilmember Wilson made a motion and Deputy Mayor Pro-Tem seconded the motion to authorize the Mayor to execute an employment agreement with the Town Manager pursuant to the terms discussed in Executive Session. The motion was approved by a vote of 7-0. 17. Possibly direct Town staff to schedule topic(s) for discussion at a future meeting.  Temporary Building Standards. (CC) Development Services Director Chris Copple presented this item before the Town Council. The Town’s zoning ordinance currently requires private entities to apply for a Specific Use Permit for temporary buildings, with three exceptions: public schools, government agencies, and houses of worship, which may apply for an initial three-year term with a one-year extension, at which time the temporary building should be removed. Town staff is seeking direction from the Town Council on the duration that public schools, government agencies, and houses of worship may keep temporary buildings on their property. After discussion, Town staff was directed to amend the existing ordinance to exempt government agencies and public schools from the oridinance, and give houses of worship the option to reapply for additional terms for temporary buildings.  Update on Centennial Celebration (RB) Town Secretary Robyn Battle presented this item before the Town Council. The Centennial Celebration is scheduled for Saturday, April 26, 2014, from 12:30 - 4:00 p.m. Ms. Battle reviewed the current plans for the celebration, which include an opening ceremony, games, activities, food, and entertainment. The planning committee is continuing to finalize plans for the event. 18. Adjourn. The meeting was adjourned at 9:10 p.m., on Tuesday, February 25, 2014. These minutes approved on the 25th day of March, 2014. Page 9 of 9 APPROVED: Ray Smith, Mayor ATTEST: Robyn Battle, Town Secretary Page 1 of 1 To: Mayor and Town Council From: Robyn Battle, Town Secretary Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon a resolution approving the exclusion of land from the boundaries of Prosper Management District No. 1. Description of Agenda Item: The Prosper Management District (PMD) No. 1 was created in 2009 for the purpose of imposing taxes and issuing bonds to help facilitate the development of the commercial land along US 380 that is now owned by TVG Texas I, LLC. The District currently contains an area of approximately 674.9 acres of land situated on the west side of the Town. On March 6, 2014, TVG Texas I, LLC, submitted a petition to the Town of Prosper requesting the exclusion of land from Prosper Management District No. 1. Under the terms of PMD No. 1, land may not be excluded from the boundaries of the district without the consent of the Town. The proposed resolution would exclude approximately 157.6 acres from the boundaries of the District. The land sought to be excluded consists of Prosper ISD property, the Fire Station site, and property designated for residential development. The request is consistent with the original purpose of the District, which is to help facilitate the development of commercial land along US 380. Attached Documents: 1. Petition for Consent to Exclusion of Land from PMD No. 1 2. Resolution Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., prepared the attached resolution. Town Staff Recommendation: Town staff recommends the Town Council adopt a resolution approving the exclusion of land from the boundaries of Prosper Management District No. 1. Proposed Motion: I make a motion to adopt a resolution approving the exclusion of land from the boundaries of Prosper Management District No. 1. Prosper is a place where everyone matters. ADMINISTRATION 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b TOWN OF PROSPER, TEXAS RESOLUTION NO. 14-__ A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, APPROVING THE REMOVAL OF CERTAIN PROPERTY FROM PROSPER MANAGEMENT DISTRICT NO. 1; MAKING FINDINGS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Prosper Management District No. 1 (“the District”) was created by House Bill No. 4752 (now codified as Chapter 3886 of the Texas Special District Local Laws Code) in 2009 for the purpose of imposing taxes and issuing bonds to help facilitate the development of the commercial land along U.S. Highway 380 that is now owned by TVG Texas I, LLC; and WHEREAS, the District currently comprises approximately 674.9 acres of land situated on the west side of the Town, exclusively in Denton County; and WHEREAS, pursuant to Section 3886.108 of the Texas Special District Local Laws Code, no land may be excluded from the boundaries of the District without the consent of the Town; and WHEREAS, on or about March 6, 2014, the Town received a “Petition for Consent to Exclusion of Land from Prosper Management District No. 1” from TVG Texas I, LLC, for property comprising approximately 157.6 acres, more or less; and WHEREAS, the property sought to be excluded consists of Prosper ISD property, the Fire Station site, and property designated for residential development, said property more fully described in Exhibit A, attached hereto and incorporated by reference; and WHEREAS, said request is consistent with the original purpose of the District; and WHEREAS, there has been full compliance with the provisions of Chapter 3886 of the Texas Special District Local Laws Code in all respects relative to the exclusion of the property from the District, as reflected in the “Petition for Consent to Exclusion of Land from Prosper Management District No. 1”; and WHEREAS, the Town Council believes it is in the public interest to give its consent to the exclusion of the property described in said Petition. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 The foregoing recitals are hereby found to be true and correct legislative findings of the Town of Prosper, Texas, and are fully incorporated into the body of this Resolution. 4b Resolution No. 14-__, Page 2 SECTION 2 The Town Council of the Town of Prosper, Texas, hereby consents to the exclusion of the Property (more fully described and attached to this Resolution as Exhibit A) from Prosper Management District No. 1. SECTION 3 This Resolution shall take effect from and after the date of its passage. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 25TH DAY OF MARCH, 2014. ___________________________________ Ray Smith, Mayor ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b 4b Prosper is a place where everyone matters. MONTHLY FINANCIAL REPORT February 2014 Prepared by Finance Department March 25, 2014 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February Contents Dashboard Charts 1 General Fund 3 Water/Sewer Fund 4 Interest & Sinking Fund 5 Internal Service Fund 6 Storm Drainage Fund 7 Parks Dedication & Improvement Fund 8 Impact Fees Fund 9 Special Revenue Fund 10 Employee Health Trust Fund 11 Capital Projects Fund‐‐General 12 Capital Projects Fund‐‐Water/Sewer 13 Detail‐‐All Funds 14 Legend "Compare to" refers to percentage of fiscal year completed‐‐e.g. 41.67% = 5/12, or February. Parentheses around a number indicate credit amount or gain‐‐e.g., Sales Taxes (1,059,564) Red, yellow, and green traffic lights indicate status of number compared to percentage of fiscal year completed‐‐e.g., Sales Taxes 38.78                  4c $‐ $50,000  $100,000  $150,000  $200,000  $250,000  $300,000  Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Town  of Prosper, Texas Sales Tax  Revenue by Month FY 11/12 FY 12/13 FY 13/14 Building Permit Revenues $‐$200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 $1,800,000  Total budget % of year YTD Actual 1 of 40 4c $‐$2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 $12,000,000 $14,000,000  Total budget % of year YTD Actual General Fund Expenditures Water/Sewer  Fund Expenditures $‐$2,000,000 $4,000,000 $6,000,000 $8,000,000  $10,000,000 $12,000,000 $14,000,000  Total  budget % of year YTD Actual 2 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67%  Currrent        Current         Current           Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual           %                GENERAL FUND  Property Taxes ‐Current        (5,176,475)           (4,951,523)          (677,217)             95.65                 Sales Taxes                    (2,732,400)           (1,059,564)          (210,441)             38.78                 Franchise Fees (473,000)              (130,112)             (64,567)                 27.51                 Building Permits               (1,554,300)           (698,323)             (112,770)             44.93                 Fines                          (215,000)              (90,744)                (22,175)                 42.21                Other (1,610,142)           (910,034)             (218,227)             56.52                  Total Revenues (11,761,317)         (7,840,299)          (1,305,398)          66.66                [1]  10  Administration                 1,844,468            834,167               172,115                45.23                20  Police                         1,834,258            769,029               222,997                41.93                [2]  25  Dispatch Department            644,690                242,573               32,642                  37.63                30  Fire/EMS                       2,566,238            902,171               174,953                35.16                35  Fire Marshall                  123,595                45,423                 9,467                    36.75                40  Streets                        1,367,305            139,099               33,658                  10.17                45  Public Library                 115,336                29,134                 3,633                    25.26                60  Parks and Recreation           1,778,550            495,485               123,513                27.86                70  Municipal Court                237,728                72,987                 21,690                  30.70                80  Inspections                    796,782                224,342               45,402                  28.16                85  Code Enforcement               164,151                63,860                 38,240                  38.90                90  Planning                       495,505                140,985               24,427                  28.45                98  Engineering                    487,149                178,545               58,748                  36.65                  Total Expenses 12,455,755          4,137,799           961,486                33.22                (Gain)/Loss 694,438                (3,702,501)          (343,912)              NOTES: [1] Administration expenses FYTD include $15,925 audit fees, $19,154 Appraisal (District) fees, $10,000 Contracted Services for Ion Wave electronic purchasing subscription, $12,584 in Ch. 380 Program Grant Expense catch‐up payments to Precision Landscape and Denton County Fresh Water Supply District No. 10, and one‐time costs of approximately $62,500 for the  opening of the Town Hall Annex and remodeling of Town Hall. [2]Dispatch Department expenses include Contracted Services expenses of $33,000 to Integrated Computer Systems for annual computer aided dispatch fee and  $28,000 to DFW Communications for annual radio service agreement. 3 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67%  Currrent        Current         Current           Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual           %                WATER‐SEWER FUND Water revenues (5,671,600)            (1,785,439)          (288,613)             31.48                Sewer revenues (2,397,850)            (1,127,045)          (219,564)             47.00                Sanitation revenues (906,000)              (422,235)             (82,950)                46.60                  Total Revenues (8,975,450)            (3,334,718)          (591,127)             37.15                50 Water 6,436,590             2,321,394           1,097,854           36.07                 55 Sewer 4,868,706             763,524               152,998                15.68                57 Utility Billing 972,042                362,142               87,023                  37.26                  Total Expenses 12,277,338           3,447,060           1,337,875           28.08                (Gain)/Loss 3,301,888             112,342               746,749                 [1] In February $3 million was added to the budget in this fund utilizing reserves to cash finance a portion of the Town's share of the Upper Trinity's Doe Branch Wastewater Treatment Facility. [2]Wire transfers totaling $823,876 were made to meet water and sewer debt service payments due February 15. 4 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67%  Currrent        Current         Current           Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual          %                INTEREST & SINKING FUND  Property Taxes ‐Delinquent     (30,000)                  (71,237)                 (41,086)                  237.46                Property Taxes ‐Current        (2,763,240)            (2,941,987)           (402,374)              106.47                Taxes ‐Penalties               (18,000)                  (17,644)                 (11,306)                  98.02                  Interest Income                (12,000)                  (5,124)                   (2,231)                    42.70                    Total Revenues (2,823,240)            (3,035,992)           (456,996)              107.54               [2] 2013 GO Ref Bond               282,672                 77,722                  77,722                   27.50                  2010 Tax Note Payment          365,166                 356,248                356,248                 97.56                  2011 Ref Bond Pmt              177,791                 172,599                172,599                 97.08                  2012 GO Bond Payment           112,413                 56,206                  56,206                   50.00                  2004 CO Bond Payment           329,992                 60,496                  60,496                   18.33                  2006 Bond Payment              455,033                 95,516                  95,516                   20.99                  2008 CO Bond Payment           1,078,313             773,820                773,820                 71.76                 [1] Bond Administrative Fees       20,000                   (36,578)                 400                         (182.89)                 Total Expenses 2,821,380             1,556,030            1,593,008            55.15                 (Gain)/Loss (1,860)                    (1,479,962)           1,136,012             NOTES: [1] Bond Administrative Fees includes $37,977 refund for excess cost of issuance for the Series 2013 refunding bonds and Certificates of Obligation. [2] Wire transfers totaling $1,592,608 were made to meet the February 15 semi‐annual debt service payments.  Similar payments were made from the Water/Sewer Fund. 5 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67%  Currrent        Current         Current           Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual           %                INTERNAL SERVICE FUND‐‐MEDICAL EXPENSE REIMBURSEMENT PROGRAM  Charges for Services           (30,000)                                                  ‐                      Interest Income                (500)                       (263)                      (45)                         52.67                  Transfer In                    (19,160)                                                  ‐                        Total Revenue (49,660)                  (263)                      (45)                         0.53                    MERP H & D Expense ‐ GF        49,000                  14,673                 5,600                     29.94                    Total Expenses 49,000                  14,673                 5,600                     29.94                 (Gain)/Loss (660)                       14,409                 5,555                      6 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67%  Currrent        Current         Current           Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual           %                STORM DRAINAGE UTILITY FUND  Storm Drainage Utility Fee     (228,800)                (100,320)              (20,246)                43.85                  Interest Storm Utility         (1,600)                   (687)                      (133)                       42.92                    Total Revenue (230,400)                (101,007)              (20,379)                43.84                 Personnel Expenses 42,649                  16,870                 3,314                     39.55                 Program Expenses 351,351                 50,421                 30,196                 14.35                   Total Expenses 394,000                 67,291                 33,510                 17.08                 (Gain)/Loss 163,600                 (33,716)                13,131                  7 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67%  Currrent        Current         Current           Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual           %                PARK DEDICATION AND IMPROVEMENT FUND  Park Dedication‐Fees           (100,000)               ‐                        ‐                         ‐                      Park Improvement               (200,000)              (100,000)             ‐                        50.00                 Contributions                  (17,500)                ‐                        ‐                      Interest‐Park Dedication       (1,200)                   (808)                     (157)                      67.32                 Interest‐Park Improvements     (350)                      (304)                     (54)                        86.74                   Total Revenue (301,550)              (118,611)             (211)                      39.33                [1] Miscellaneous Expense          42,459                 ‐                        ‐                      Professional Services‐Pk Ded   13,940                 1,847                    ‐                      Professional Services‐Pk Imp   20,000                  ‐                       ‐                        ‐                      Capital Exp‐Pk Improvements    30,000                  8,500                   ‐                        28.33                 Capital Exp‐Pk Dedication      650,000                ‐                       ‐                        ‐                        Total Expenses 700,000                64,900                 1,847                    9.27                   (Gain)/Loss 398,450                (53,712)                1,635                     [1] Miscellaneous expense includes $42,419 for reimbursement of a portion of improvement fees received in the prior year from Prosper Lakes North LLC. 8 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67% Currrent        Current         Current          Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual          %                IMPACT FEES FUND  Impact Fees ‐Water             (800,000)               (578,565)              (137,297)               72.32                 Impact Fees ‐Sewer             (700,000)               (175,922)              (33,398)                 25.13                 Thoroughfare Impact Fees       (1,100,000)            (579,510)              (193,358)               52.68                 West Thorfare Imp. Fees Rev                     (90,131)                (3,727)                    ‐                     Interest‐Water Impact Fee      (4,000)                    (1,788)                   (371)                       44.70                 Interest‐Sewer Impact Fee      (4,000)                    (819)                      (174)                       20.47                 Interest‐Thorfare Imp Fee      (12,000)                 (1,635)                   (363)                       13.62                 Interest‐West Thorfare imp fee                 (612)                      (129)                       ‐                       Total Revenue (2,620,000)            (1,428,982)           (368,818)               54.54                [1] Professional Serv‐Water Imp Fee 1,220,000             69,836                  16,137                   5.72                   Professional Serv‐Sewer Imp Fee 255,000                ‐                        ‐                         ‐                     Professional Serv‐Thorfare Imp Fee 60,000                   ‐                        ‐                         ‐                    [2] Capital Expenditure‐Water                       422,397               ‐                         ‐                    [3] Capital Expenditure‐Thoroughfare 278,794               278,794                ‐                     Transfer to Capital Proj Fund  300,000                ‐                        ‐                         ‐                       Total Expenses 1,835,000             771,027               294,931                42.02                (Gain)/Loss (785,000)               (657,954)              (73,887)                  NOTES: [1] Professional Services‐‐Water Impact Fees include payments to Freese & Nichols for Upper Plane Water Line Design and Spiars Engineering for RaceTrac water line design. [2] Capital Expenditure‐Water includes $410,760 payment to Dickerson Construction for RaceTrac offsite water line. [3] Capital Expenditure‐Thoroughfare FYTD includes reimbursements for Lakes of LaCima project per agreement with the developer. 9 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67%  Currrent        Current         Current          Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual          %                SPECIAL REVENUE FUND  Police Donation Inc            (16,000)                  (8,935)                   (775)                       55.84                 Fire Dept‐Donation Inc         (12,000)                  (5,082)                   (790)                       42.35                 Safety Fair Donations          (2,000)                    ‐                         ‐                          ‐                      Child Safety Inc               (9,000)                    (5,863)                   ‐                          65.15                 Court Security Revenue         (2,900)                    (1,913)                   (462)                       65.95                 Technology Fd Revenue          (4,000)                    (2,552)                   (616)                       63.80                 Interest Income                                (1,891)                   (285)                       ‐                      Country Xmas Donations         (10,000)                  (17,951)                 ‐                          179.51               Tree Mitigation Revenue                         (14,175)                 ‐                          ‐                     Escrow Income (70,103)                 (9,915)                    ‐                      Cash Seizure Forfeit‐PD        (500)                       (3,250)                   ‐                          650.00                 Total Revenue (56,400)                  (131,714)              (12,844)                  233.54               Country Xmas Expense           10,000                   10,001                  ‐                          100.01               Court Technology Expense       12,200                   3,571                    ‐                          29.27                 Court Security Expense         2,500                     340                        68                           13.60                 Police Donation Exp            8,000                     4,000                    ‐                          50.00                 Fire Dept Donation Exp         8,000                     2,375                    ‐                          29.69                 Health & Safety Fair Exp       1,500                     ‐                         ‐                          ‐                      Child Safety Expense           1,000                     617                        617                         61.70                [1] Escrow Expense                 15,500                   182,024                ‐                          1,174.35            Volunteer Per Diem Expense                      310                        50                           ‐                      Special Operations             500                         ‐                         ‐                          ‐                     PD Seizure Expense 200                        ‐                          ‐                        Total Expenses 59,200                   203,439                735                         343.65              (Gain)/Loss 2,800                     71,725                  (12,109)                   NOTES: [1] Escrow Expense includes $182,024 payment to KCK Utilities for West Side Sewer Line. 10 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67%  Currrent        Current         Current           Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual           %                EMPLOYEE HEALTH TRUST FUND N/A N/A N/A    Total Revenue N/A ‐                       ‐                        N/A  Health Insurance               ‐                        21                         ‐                        N/A    Total Expenses ‐                        21                         ‐                        N/A Revenues (over)/under expenses N/A 21                         ‐                         NOTE: The Employee Health Trust Fund accounts for the Town's Flexible Spending Account (FSA) program, which is funded by employee payroll deductions held in liability accounts.  There are no revenues, and the only expenses are administrative. 11 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67%  Currrent        Current         Current          Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual          %                CAPITAL PROJECTS‐‐GENERAL GOVERNMENTAL [1] Contributions                  (105,000)              ‐                          ‐                      Interest‐2004 Bond             (1,000)                    (836)                      (154)                       83.55                 Interest‐2006 Bond             (1,000)                    (126)                      (20)                          12.62                 Interest 2008 Bond             (1,000)                    (7,111)                   (1,037)                    711.09               Interest‐2011 Refd Bond        (70)                          ‐                         ‐                          ‐                      Interest 2012 GO Bond          (5,000)                    (4,524)                   (677)                       90.48                 Bond Proceeds                  (1,965,000)            ‐                         ‐                          ‐                        Total Revenues (1,973,070)            (117,597)              (1,888)                    5.96                    Salaries & Wages               92,820                   33,637                  6,794                     36.24                 Salaries ‐ Longevity           459                         ‐                         ‐                          ‐                      Salary ‐ Incentive             300                         ‐                         ‐                          ‐                      Social Security Expense        5,802                     2,019                    405                         34.80                 Medicare Expense               1,357                     472                        95                           34.79                 SUTA Expense                   93                           (243)                      2                             (261.29)              Health Insurance               5,400                     1,986                    567                         36.77                 Dental Insurance               360                         97                          24                           26.82                 Life Insurance/AD&D            114                         35                          8                             30.76                 Liability (TML) Workers' Comp  118                         146                        ‐                          123.45               TMRS Expense                   9,826                     3,564                    730                         36.28                 Long Term/Short Term Disabilit 173                         ‐                         ‐                          ‐                      WELLE‐Wellness Prog Reimb‐Empl 420                         ‐                         ‐                          ‐                      Professional Serv‐2006 Bond                     13,178                  ‐                          ‐                     Professional Services 9,090                    90                           ‐                     Telephone Expense 219                        ‐                          ‐                      Mileage Expense                                2,672                    1,015                     ‐                      Capital Expenditures‐2006 Bond                  3,411                    ‐                          ‐                     [2] Capital Expenditure 2008 Bond                   1,573,408            153,536                 ‐                      Capital Expenditure ‐ WS Prjts                  1,100                    ‐                          ‐                      Construction                   4,662,758             ‐                         ‐                          ‐                        Total Expenses 4,780,000             1,644,791            163,265                 34.41                (Gain)/Loss 2,806,930             1,527,194            161,376                  NOTES: [1] Contributions revenue account includes $55,000 from agreement with Prosper EDC and $50,000 from Preston Development, Ltd for First/Coit widening. [2]2008 bond project FYTD expense is for First and Coit project. 12 of 40 4c TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT February COMPARE TO:41.67%  Currrent        Current         Current          Year            YTD             Month             Percent YTD       Amended Budget  Actual          Actual          %                CAPITAL PROJECTS‐‐WATER/SEWER  Interest Income                (50,000)                  (15,568)                 (2,735)                    31.14                 Bond Proceeds                  (1,000,000)            ‐                         ‐                          ‐                        Total Revenue (1,050,000)            (15,568)                 (2,735)                    1.48                    Construction                   1,000,000             ‐                         ‐                          ‐                     [1] Construction 1202‐WA                                   156,151                84,151                   ‐                     Construction 1203‐SW                                   2,410                    ‐                          ‐                     Construction 1203‐WA                                   3,932                    ‐                          ‐                        Total Expenses 1,000,000             162,492                84,151                   16.25                (Gain)/Loss (50,000)                  146,924                81,416                    NOTES: [1] 2012 bond construction expense includes $156,151 payments to Cardinal Contractors for Custer Road pump station improvement project. 13 of 40 4c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐4035‐10‐00                            3% Construction Fee            (75,000.00)                            (75,000.00)                 (54,872.57)                      73.16                 10‐4060‐10‐00                            NSF Fees                       (50.00)                                    (50.00)                                                        ‐                     10‐4061‐10‐00                            Notary Fees                    (150.00)                                   (150.00)                      (104.00)            (15.00)              69.33                 10‐4105‐10‐00                            Property Taxes ‐Delinquent     (45,000.00)                            (45,000.00)                 (109,083.88)    (61,818.67)      242.41               10‐4110‐10‐00                            Property Taxes ‐Current        (5,176,475.00)                       (5,176,475.00)           (4,951,523.00) (677,217.41)    95.65                 10‐4115‐10‐00                            Taxes ‐Penalties               (20,000.00)                            (20,000.00)                 (28,184.88)       (17,324.26)      140.92               10‐4120‐10‐00                            Sales Taxes                    (2,732,400.00)                       (2,732,400.00)           (1,059,563.63) (210,440.80)    38.78                 10‐4130‐10‐00                            Sales Tax‐Mixed Beverage       (4,500.00)                              (4,500.00)                   (2,332.92)                        51.84                 10‐4140‐10‐00                            Franchise Taxes ‐ Electric     (270,000.00)                          (270,000.00)              (31,599.56)                      11.70                 10‐4150‐10‐00                            Franchise Taxes ‐ Telephone    (100,000.00)                          (100,000.00)              (60,726.46)       (37,261.14)      60.73                 10‐4160‐10‐00                            Franchise Taxes ‐ Gas          (80,000.00)                            (80,000.00)                 (26,664.72)       (26,664.72)      33.33                 10‐4170‐10‐00                           Franchise Taxes ‐ Road Usage   (3,500.00)                              (3,500.00)                   (1,208.35)         (641.59)            34.52                 10‐4190‐10‐00                            Franchise Fee‐Cable            (19,500.00)                            (19,500.00)                 (9,912.72)                        50.83                 10‐4200‐10‐00                            T‐Mobile Fees                  (20,700.00)                            (20,700.00)                 (8,643.49)         (1,743.49)        41.76                 10‐4201‐10‐00                            Tierone Converged Network      (30,000.00)                            (30,000.00)                 (7,500.00)         (1,500.00)        25.00                 10‐4202‐10‐00                           NTTA Tag Sales                 (150.00)                                  (150.00)                      (30.00)                              20.00                 10‐4205‐10‐00                            Internet America               (18,000.00)                            (18,000.00)                 (7,500.00)         (1,500.00)        41.67                 10‐4218‐10‐00                            Administrative Fees‐EDC        (2,400.00)                              (2,400.00)                   (1,000.00)         (200.00)            41.67                 10‐4610‐10‐00                            Interest Income                (60,000.00)                            (60,000.00)                 (21,045.00)       (3,479.01)        35.08                 10‐4910‐10‐00                           Other Revenue                  (20,000.00)                            (20,000.00)                 (23,594.49)       (14,470.81)      117.97               10‐4995‐10‐00                            Transfer In                    (801,700.00)                          (801,700.00)              (334,041.65)    (66,808.33)      41.67                 Subtotal object ‐ 0  (9,479,525.00)                       (9,479,525.00)           (6,739,131.32) (1,121,085.23) 71.09                Program number:                                      (9,479,525.00)                       (9,479,525.00)           (6,739,131.32) (1,121,085.23) 71.09                Department number:   10  Administration                 (9,479,525.00)                       (9,479,525.00)           (6,739,131.32) (1,121,085.23) 71.09                 10‐4230‐20‐00                            Other Permits                                                                 (200.00)            (25.00)              ‐                     10‐4440‐20‐00                            Accident Reports               (1,500.00)                              (1,500.00)                   (259.00)            (40.00)              17.27                 10‐4450‐20‐00                            Alarm Fee                      (39,000.00)                            (39,000.00)                 (14,773.00)       (1,561.00)        37.88                 10‐4910‐20‐00                            Other Revenue                                                                 (550.00)            (500.00)            ‐                     Subtotal object ‐ 0  (40,500.00)                            (40,500.00)                 (15,782.00)       (2,126.00)        38.97                Program number:                                      (40,500.00)                            (40,500.00)                 (15,782.00)       (2,126.00)        38.97                Department number:   20  Police                         (40,500.00)                            (40,500.00)                 (15,782.00)       (2,126.00)        38.97                 10‐4310‐30‐00                            Charges for Services           (177,000.00)                          (177,000.00)              (54,346.53)       (9,506.06)        30.70                 10‐4411‐30‐00                            CC FIRE ASSOC                                                                 (402.11)                            ‐                     10‐4510‐30‐00                            Grants                                                                        (4,772.00)         (1,000.00)        ‐                     Subtotal object ‐ 0  (177,000.00)                          (177,000.00)              (59,520.64)       (10,506.06)      33.63                Program number:                                      (177,000.00)                          (177,000.00)              (59,520.64)       (10,506.06)      33.63                Department number:   30  Fire/EMS                       (177,000.00)                          (177,000.00)              (59,520.64)       (10,506.06)      33.63                 10‐4315‐35‐00                            Fire Review/Inspect Fees       (11,000.00)                            (11,000.00)                 (3,875.00)         (1,250.00)        35.23                 Subtotal object ‐ 0  (11,000.00)                            (11,000.00)                 (3,875.00)         (1,250.00)        35.23                Program number:                                      (11,000.00)                            (11,000.00)                 (3,875.00)         (1,250.00)        35.23                Department number:   35  Fire Marshall                  (11,000.00)                            (11,000.00)                 (3,875.00)         (1,250.00)        35.23                 10‐4910‐40‐00                            Other Revenue                                                                 (3,060.00)                        ‐                    14 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            Subtotal object ‐ 0                                                 (3,060.00)                        ‐                    Program number:                                                                                     (3,060.00)                        ‐                    Department number:   40  Streets                                                                       (3,060.00)                        ‐                     10‐4062‐45‐00                            Over Due Fees                                                                 (119.30)            (3.20)                ‐                     10‐4063‐45‐00                            Lost Fees                                                                     (134.63)            (17.99)              ‐                     10‐4064‐45‐00                            Printing/Coping Fees                                                          (41.90)              (0.80)                ‐                     10‐4065‐45‐00                            Book Fines                                                                    (11.00)              (11.00)              ‐                     10‐4510‐45‐00                            Grants                         (18,087.00)                            (18,087.00)                 (9,385.36)         (9,385.36)        51.89                 10‐4910‐45‐00                            Other Revenue                  (125.00)                                   (125.00)                      (265.62)            (0.05)                212.50               Subtotal object ‐ 0  (18,212.00)                            (18,212.00)                 (9,957.81)         (9,418.40)        54.68                Program number:                                      (18,212.00)                            (18,212.00)                 (9,957.81)         (9,418.40)        54.68                Department number:   45  Public Library                 (18,212.00)                            (18,212.00)                 (9,957.81)         (9,418.40)        54.68                 10‐4056‐60‐00                           Field Rental Fees              (17,000.00)                            (17,000.00)                 (3,479.14)         135.00             20.47                 10‐4057‐60‐00                            Pavilion User Fees             (1,400.00)                              (1,400.00)                   (660.00)            (215.00)            47.14                 10‐4910‐60‐00                            Other Revenue                  (15,250.00)                            (15,250.00)                 (100.00)            (100.00)            0.66                   Subtotal object ‐ 0  (33,650.00)                            (33,650.00)                 (4,239.14)         (180.00)            12.60                Program number:                                      (33,650.00)                            (33,650.00)                 (4,239.14)         (180.00)            12.60                Department number:   60  Parks and Recreation           (33,650.00)                            (33,650.00)                 (4,239.14)         (180.00)            12.60                 10‐4410‐70‐00                            Fines                          (215,000.00)                          (215,000.00)              (90,744.19)       (22,175.40)      42.21                 10‐4610‐70‐00                            Interest Income                (130.00)                                   (130.00)                      (199.99)            (47.17)              153.84               Subtotal object ‐ 0  (215,130.00)                           (215,130.00)              (90,944.18)       (22,222.57)      42.27                Program number:                                      (215,130.00)                          (215,130.00)              (90,944.18)       (22,222.57)      42.27                Department number:   70  Municipal Court                (215,130.00)                          (215,130.00)              (90,944.18)       (22,222.57)      42.27                 10‐4011‐80‐00                            Permit Application Fee                                                        (73,573.51)       (3,326.00)        ‐                     10‐4013‐80‐00                            Permit Expiration Fee                                                         (4,371.46)                        ‐                     10‐4017‐80‐00                            Registration Fee               (32,000.00)                            (32,000.00)                 (23,100.00)       (3,200.00)        72.19                 10‐4210‐80‐00                            Building Permits               (1,554,300.00)                       (1,554,300.00)           (698,322.89)    (112,770.25)    44.93                 10‐4230‐80‐00                            Other Permits                  (100,000.00)                          (100,000.00)              (42,940.00)       (10,570.00)      42.94                 10‐4240‐80‐00                            Plumb/Elect/Mech Permits       (15,000.00)                            (15,000.00)                 (6,990.00)         (930.00)            46.60                 10‐4242‐80‐00                            Re‐inspection Fees             (15,000.00)                            (15,000.00)                 (8,130.00)         (875.00)            54.20                 10‐4910‐80‐00                            Other Revenue                  (3,000.00)                              (3,000.00)                   (1,254.81)         (80.00)              41.83                 Subtotal object ‐ 0  (1,719,300.00)                       (1,719,300.00)           (858,682.67)    (131,751.25)    49.94                Program number:                                      (1,719,300.00)                       (1,719,300.00)           (858,682.67)    (131,751.25)    49.94                Department number:   80  Inspections                    (1,719,300.00)                       (1,719,300.00)           (858,682.67)    (131,751.25)    49.94                 10‐4245‐85‐00                            Health Inspections             (7,000.00)                              (7,000.00)                   (3,700.00)         (1,200.00)        52.86                 10‐4910‐85‐00                            Other Revenue                                                                 (6,270.00)                        ‐                     Subtotal object ‐ 0  (7,000.00)                              (7,000.00)                   (9,970.00)         (1,200.00)        142.43              Program number:                                      (7,000.00)                              (7,000.00)                   (9,970.00)         (1,200.00)        142.43              Department number:   85  Code Enforcement               (7,000.00)                              (7,000.00)                   (9,970.00)         (1,200.00)        142.43               10‐4220‐90‐00                           Zoning Permits                 (10,000.00)                            (10,000.00)                 (30,259.07)       (1,371.59)        302.59               10‐4225‐90‐00                            Plat Fees                      (50,000.00)                            (50,000.00)                 (13,840.00)       (4,070.00)        27.68                 10‐4910‐90‐00                            Other Revenue                                                                 (1,037.56)         (217.20)            ‐                    15 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            Subtotal object ‐ 0  (60,000.00)                             (60,000.00)                 (45,136.63)       (5,658.79)        75.23                Program number:                                      (60,000.00)                            (60,000.00)                 (45,136.63)       (5,658.79)        75.23                Department number:   90  Planning                       (60,000.00)                            (60,000.00)                 (45,136.63)       (5,658.79)        75.23                               Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (11,761,317.00)                     (11,761,317.00)          (7,840,299.39) (1,305,398.30) 66.66                 10‐5110‐10‐00                            Salaries & Wages               766,763.00                           766,763.00                282,161.25      58,506.23        36.80                 10‐5115‐10‐00                            Salaries ‐ Overtime            6,031.00                                 6,031.00                    641.61             339.18             10.64                 10‐5126‐10‐00                            Salaries‐Vacation Buy‐Out                                                     3,076.92                          ‐                     10‐5140‐10‐00                            Salaries ‐ Longevity Pay       1,338.00                                 1,338.00                    420.00                             31.39                 10‐5141‐10‐00                            Salaries ‐ Incentive           24,343.00                             24,343.00                  1,000.00                          4.11                   10‐5142‐10‐00                            Car Allowance                                                                 2,284.63          461.54             ‐                     10‐5143‐10‐00                            Cell Phone Allowance                                                            810.00             180.00              ‐                     10‐5145‐10‐00                            Social Security Expense        49,505.00                             49,505.00                  14,321.44        3,463.41          28.93                 10‐5150‐10‐00                            Medicare Expense               11,578.00                             11,578.00                  3,972.99          810.02             34.32                 10‐5155‐10‐00                            SUTA Expense                   798.00                                    798.00                       (326.58)            22.86               (40.93)                10‐5160‐10‐00                            Health Insurance               49,119.00                             49,119.00                  17,357.29        3,933.48          35.34                 10‐5165‐10‐00                            Dental Insurance               3,275.00                                 3,275.00                    837.66             193.12             25.58                 10‐5170‐10‐00                            Life Insurance/AD&D            777.00                                    777.00                       370.75             84.36               47.72                 10‐5175‐10‐00                            Liability (TML) Workers' Comp  1,010.00                                 1,010.00                    2,655.53                          262.92               10‐5176‐10‐00                            TML Prop. & Liab. Insurance    100,000.00                           100,000.00                79,057.24        2,746.94          79.06                 10‐5180‐10‐00                            TMRS Expense                   83,840.00                             83,840.00                  30,767.52        6,403.93          36.70                 10‐5185‐10‐00                            Long Term/Short Term Disabilit 1,072.00                                 1,072.00                    502.75                             46.90                 10‐5186‐10‐00                            WELLE‐Wellness Prog Reimb Empl 3,780.00                                 3,780.00                    383.25             140.00             10.14                 10‐5190‐10‐00                            Contract Labor                 35,000.00                             35,000.00                  3,490.00          1,075.00          9.97                   10‐5191‐10‐00                            Hiring Cost                    15,000.00                             15,000.00                  430.06                             2.87                   10‐5193‐10‐00                            Records Retention              1,000.00                                 1,000.00                    198.26                             19.83                 10‐5210‐10‐00                            Office Supplies                5,000.00                                 5,000.00                    3,982.05          1,318.12          79.64                 10‐5212‐10‐00                            Building Supplies              1,500.00                                 1,500.00                    2,815.74          1,359.70          187.72               10‐5220‐10‐00                            Office Equipment                                                              16,383.79        8,524.00          ‐                     10‐5230‐10‐00                            Dues,Fees,& Subscriptions      10,000.00                             10,000.00                  4,873.23          985.00             48.73                 10‐5240‐10‐00                            Postage and Delivery           3,000.00                                 3,000.00                    61.00                55.40               2.03                   10‐5250‐10‐00                            Publications                   500.00                                    500.00                       1,052.70                          210.54               10‐5260‐10‐00                            Advertising                    300.00                                    300.00                                                       ‐                     10‐5265‐10‐00                            Promotional Expense                                                           1,749.66          100.00              ‐                     10‐5270‐10‐00                            Bank Charges                   200.00                                    200.00                       60.00                                30.00                 10‐5280‐10‐00                            Printing and Reproduction      2,000.00                                 2,000.00                    1,571.79          555.00             78.59                 10‐5290‐10‐00                            Miscellaneous Expense                                                         58.36                                ‐                     10‐5305‐10‐00                            Chapt 380 Program Grant Exp    10,000.00                             10,000.00                  12,583.66                       125.84               10‐5310‐10‐00                            Rental Expense                 58,782.00                             58,782.00                  27,775.17        3,086.07          47.25                 10‐5330‐10‐00                            Copier Expense                 27,000.00                             27,000.00                  10,984.57        1,710.00          40.68                 10‐5340‐10‐00                            Building Repairs               2,500.00                                 2,500.00                    9,770.00          565.00             390.80               10‐5410‐10‐00                            Professional Services          45,000.00                             45,000.00                  40,850.77        5,030.00          90.78                 10‐5412‐10‐00                            Audit Fees                     40,000.00                             40,000.00                  15,925.00                       39.81                16 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5414‐10‐00                            Appraisal / Tax Fees           53,000.00                             53,000.00                  31,618.20        12,464.34        59.66                 10‐5418‐10‐00                            IT Fees                        135,000.00                           135,000.00                67,672.78        25,588.31        50.13                 10‐5419‐10‐00                            IT Licenses                    10,000.00                             10,000.00                  10,345.00                       103.45               10‐5430‐10‐00                            Legal Fees                     40,000.00                             40,000.00                  31,458.63        14,581.86        78.65                 10‐5435‐10‐00                            Legal Notices/Filings          8,500.00                                 8,500.00                    1,936.30          892.30             22.78                 10‐5460‐10‐00                            Election Expense               15,000.00                             15,000.00                  310.70             62.20               2.07                   10‐5480‐10‐00                            Contracted Services            18,000.00                             18,000.00                  34,164.18        9,038.25          189.80               10‐5520‐10‐00                            Telephones                     18,000.00              6,000.00               24,000.00                  26,538.89        4,621.93          110.58               10‐5521‐10‐00                            Cell Phone Expense             6,000.00                 (6,000.00)                                                                ‐                     10‐5524‐10‐00                            Gas‐Building                   500.00                                    500.00                       286.49             100.31             57.30                 10‐5525‐10‐00                            Electricity                    10,000.00                             10,000.00                  2,466.05          342.26             24.66                 10‐5526‐10‐00                            Data Network                   15,000.00                             15,000.00                  12,387.71        1,838.87          82.59                 10‐5530‐10‐00                            Travel/Lodging/Meals Expense   8,000.00                                 8,000.00                    1,515.84          (1,314.74)        18.95                 10‐5532‐10‐00                            Entertainment                  750.00                                    750.00                                                       ‐                     10‐5533‐10‐00                            Mileage Expense                5,000.00                                 5,000.00                    602.70             165.70             12.05                 10‐5536‐10‐00                            Training/Seminars              40,000.00                             40,000.00                  7,101.00          1,236.00          17.75                 10‐5538‐10‐00                            Council/Public Official Expens 20,000.00                             20,000.00                  6,716.73          589.16             33.58                 10‐5600‐10‐00                            Special Events                 38,000.00                             38,000.00                  4,136.22          260.29             10.89                 10‐7000‐10‐00                            Contingency                    26,707.00                             26,707.00                                                 ‐                     10‐7143‐10‐00                            Transfer to Internal Serv. Fd  17,000.00                             17,000.00                                                 ‐                     Subtotal object ‐ 0  1,844,468.00                        1,844,468.00             834,167.48      172,115.40     45.23                Program number:                                      1,844,468.00                        1,844,468.00             834,167.48      172,115.40     45.23                Department number:   10  Administration                 1,844,468.00                        1,844,468.00             834,167.48      172,115.40     45.23                 10‐5110‐20‐00                            Salaries & Wages               966,557.00                           966,557.00                388,489.49      61,936.87        40.19                 10‐5115‐20‐00                            Salaries ‐ Overtime            35,000.00                             35,000.00                  18,929.96        4,651.93          54.09                 10‐5126‐20‐00                            Salaries‐Vacation Buy‐Out                                                     3,137.54                          ‐                     10‐5127‐20‐00                            Salaries‐Certification Pay     11,800.00                             11,800.00                  4,692.02          798.46             39.76                 10‐5140‐20‐00                            Salaries ‐ Longevity Pay       5,690.00                                 5,690.00                    4,555.00                          80.05                 10‐5141‐20‐00                            Salaries ‐ Incentive                                                          650.00                             ‐                     10‐5143‐20‐00                            Cell Phone Allowance                                                          90.00                90.00               ‐                     10‐5145‐20‐00                            Social Security Expense        63,026.00                             63,026.00                  25,441.41        4,047.05          40.37                 10‐5150‐20‐00                            Medicare Expense               14,740.00                             14,740.00                  5,949.99          946.48             40.37                 10‐5155‐20‐00                            SUTA Expense                   1,017.00                                 1,017.00                    (2,874.51)         51.21               #######  10‐5160‐20‐00                            Health Insurance               86,971.00                             86,971.00                  20,544.60        4,121.90          23.62                 10‐5165‐20‐00                            Dental Insurance               5,798.00                                 5,798.00                    1,455.64          289.68             25.11                 10‐5170‐20‐00                            Life Insurance/AD&D            798.00                                    798.00                       1,539.20          308.12             192.88               10‐5175‐20‐00                            Liability (TML) Workers' Comp  1,286.00                                 1,286.00                    22,272.23                        #######  10‐5180‐20‐00                            TMRS Expense                   106,737.00                           106,737.00                43,509.22        6,372.31          40.76                 10‐5185‐20‐00                            Long Term/Short Term Disabilit 933.00                                    933.00                       674.12                             72.25                 10‐5186‐20‐00                            WELLE‐Wellness Prog Reimb Empl 6,720.00                                 6,720.00                    726.25             140.00             10.81                 10‐5190‐20‐00                            Contract Labor                 6,000.00                                 6,000.00                    2,130.00          420.00             35.50                 10‐5191‐20‐00                            Hiring Cost                    900.00                                    900.00                       225.00             225.00             25.00                17 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5192‐20‐00                            Physical & Psychological       825.00                                    825.00                                                        ‐                     10‐5210‐20‐00                            Office Supplies                10,500.00                             10,500.00                  1,550.23          417.87             14.76                 10‐5212‐20‐00                            Building Supplies              2,500.00                                 2,500.00                    304.24             304.24             12.17                 10‐5214‐20‐00                            Tactical Supplies              37,190.00                             37,190.00                  527.85             327.85             1.42                   10‐5215‐20‐00                            Ammunition                     6,000.00                                 6,000.00                    2,686.80          1,879.10          44.78                 10‐5220‐20‐00                            Office Equipment               1,400.00                                 1,400.00                    1,502.25                          107.30               10‐5230‐20‐00                            Dues,Fees,& Subscriptions      7,000.00                                 7,000.00                    6,541.71          4,503.99          93.45                 10‐5240‐20‐00                            Postage and Delivery           750.00                                    750.00                       24.64                2.24                 3.29                   10‐5250‐20‐00                            Publications                   500.00                                    500.00                       32.44                32.44               6.49                   10‐5260‐20‐00                            Advertising                    250.00                                    250.00                                                       ‐                     10‐5265‐20‐00                            Promotional Expense            2,250.00                                 2,250.00                    266.49                             11.84                 10‐5280‐20‐00                            Printing and Reproduction      500.00                                    500.00                       404.51             207.50             80.90                 10‐5310‐20‐00                            Rental Expense                 3,000.00                                 3,000.00                    1,549.50          309.90             51.65                 10‐5320‐20‐00                            Repairs & Maintenance          750.00                                    750.00                                                        ‐                     10‐5330‐20‐00                            Copier Expense                                                                445.38                              ‐                     10‐5335‐20‐00                            Radio/Video Repairs            2,000.00                                 2,000.00                                                    ‐                     10‐5340‐20‐00                            Building Repairs               1,000.00                                 1,000.00                    215.00                             21.50                 10‐5350‐20‐00                            Vehicle Expense                60,000.00                             60,000.00                  12,424.18        3,510.52          20.71                 10‐5352‐20‐00                            Fuel                           80,000.00                             80,000.00                  13,594.60        4,570.69          16.99                 10‐5353‐20‐00                            Oil/Grease/Inspections         2,150.00                                 2,150.00                    107.98             85.99               5.02                   10‐5400‐20‐00                            Uniform Expense                16,500.00                             16,500.00                  5,290.71          2,647.42          32.07                 10‐5410‐20‐00                            Professional Services          760.00                                    760.00                       500.00                             65.79                 10‐5415‐20‐00                            Tuition Reimbursement          12,000.00                             12,000.00                  3,450.00          1,600.00          28.75                 10‐5418‐20‐00                            IT Fees                        3,950.00                                 3,950.00                                                    ‐                     10‐5419‐20‐00                            IT Licenses                    3,000.00                                 3,000.00                    2,163.30                          72.11                 10‐5430‐20‐00                            Legal Fees                     10,000.00                             10,000.00                  2,009.47          874.00             20.10                 10‐5435‐20‐00                            Legal Notices/Filings                                                         27.20                27.20               ‐                     10‐5480‐20‐00                            Contracted Services            20,000.00              (9,040.00)              10,960.00                  5,128.55          106.48             46.79                 10‐5520‐20‐00                            Telephones                     8,000.00                 5,000.00               13,000.00                  5,513.50          816.19             42.41                 10‐5521‐20‐00                            Cell Phone Expense             5,000.00                 (5,000.00)                                                                ‐                     10‐5525‐20‐00                            Electricity                    10,000.00                             10,000.00                  3,966.48          429.55             39.67                 10‐5526‐20‐00                            Data Network                   13,760.00                             13,760.00                  2,758.40          544.85             20.05                 10‐5530‐20‐00                            Travel/Lodging/Meals Expense   5,000.00                                 5,000.00                    3,721.32          778.70             74.43                 10‐5533‐20‐00                            Mileage Expense                2,500.00                                 2,500.00                    456.52                             18.26                 10‐5536‐20‐00                            Training/Seminars              26,500.00                             26,500.00                  5,358.00          105.00             20.22                 10‐5600‐20‐00                            Special Events                 10,500.00                             10,500.00                  148.00                             1.41                   10‐5630‐20‐00                            Safety Equipment               18,750.00              21,980.00             40,730.00                  22,162.57        466.70             54.41                 10‐5640‐20‐00                            Signs & Hardware               500.00                                    500.00                                                        ‐                     10‐6160‐20‐00                            Capital Expenditure ‐ Vehicles 135,000.00            (12,940.00)            122,060.00                122,059.59      114,049.59     100.00               Subtotal object ‐ 0  1,834,258.00                        1,834,258.00             769,028.57      222,997.02     41.93                Program number:                                      1,834,258.00                        1,834,258.00             769,028.57      222,997.02     41.93                Department number:   20  Police                         1,834,258.00                        1,834,258.00             769,028.57      222,997.02     41.93                18 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5110‐25‐00                            Salaries & Wages               312,860.00                           312,860.00                103,518.28      23,584.71        33.09                 10‐5115‐25‐00                            Salaries ‐ Overtime            15,000.00                             15,000.00                  5,266.27          695.10             35.11                 10‐5127‐25‐00                            Salaries‐Certification Pay     7,000.00                                 7,000.00                    2,311.36          433.84             33.02                 10‐5140‐25‐00                            Salaries ‐ Longevity Pay       1,507.00                                 1,507.00                    635.00                             42.14                 10‐5145‐25‐00                            Social Security Expense        20,855.00                             20,855.00                  6,499.52          1,436.75          31.17                 10‐5150‐25‐00                            Medicare Expense               4,877.00                                 4,877.00                    1,520.05          336.02             31.17                 10‐5155‐25‐00                            SUTA Expense                   336.00                                    336.00                       (931.91)            24.84               #######  10‐5160‐25‐00                            Health Insurance               37,800.00                             37,800.00                  9,348.27          1,942.28          24.73                 10‐5165‐25‐00                            Dental Insurance               2,520.00                                 2,520.00                    549.18             120.70             21.79                 10‐5170‐25‐00                            Life Insurance                 416.00                                    416.00                       191.09             47.28               45.94                 10‐5175‐25‐00                            Liability (TML) Workers' Comp  426.00                                    426.00                       642.47                             150.82               10‐5180‐25‐00                            TMRS Expense                   34,483.00                             34,483.00                  10,387.88        2,271.15          30.13                 10‐5185‐25‐00                            Long Term/Short Term Disabilit 350.00                                    350.00                       157.69                             45.05                 10‐5186‐25‐00                            WELLE‐Wellness Prog Reimb Empl 3,360.00                                 3,360.00                    467.25             105.00             13.91                 10‐5191‐25‐00                            Hiring Cost                    300.00                                    300.00                       471.03             40.00               157.01               10‐5192‐25‐00                            Physical & Psychological       300.00                    1,000.00               1,300.00                    800.00             150.00             61.54                 10‐5210‐25‐00                            Supplies                       3,000.00                                 3,000.00                    482.22             12.24               16.07                 10‐5212‐25‐00                            Building Supplies              1,500.00                                 1,500.00                                                    ‐                     10‐5220‐25‐00                            Office Equipment               2,440.00                                 2,440.00                    1,277.42                          52.35                 10‐5230‐25‐00                            Dues,Fees,& Subscriptions      2,000.00                                 2,000.00                    329.90             63.98               16.50                 10‐5240‐25‐00                            Postage and Delivery           100.00                                    100.00                       33.87                33.87               33.87                 10‐5250‐25‐00                            Publications                   100.00                                    100.00                                                       ‐                     10‐5280‐25‐00                            Printing and Reproduction      100.00                                    100.00                                                       ‐                     10‐5320‐25‐00                            Repairs & Maintenance          500.00                                    500.00                       140.00                             28.00                 10‐5340‐25‐00                            Building Repairs               750.00                                   750.00                                                       ‐                     10‐5400‐25‐00                            Uniform Expense                1,710.00                                 1,710.00                                                    ‐                     10‐5415‐25‐00                            Tuition Reimbursement          6,000.00                 (1,000.00)              5,000.00                                                    ‐                     10‐5418‐25‐00                            IT Fees                        4,500.00                                 4,500.00                    322.50                             7.17                   10‐5419‐25‐00                            IT Licenses                    5,000.00                                 5,000.00                                                    ‐                     10‐5430‐25‐00                            Legal Fees                     2,450.00                                 2,450.00                                                    ‐                     10‐5480‐25‐00                            Contracted Services            155,000.00                           155,000.00                92,064.76                       59.40                 10‐5520‐25‐00                            Telephones                     2,500.00                 700.00                  3,200.00                    944.08             174.36             29.50                 10‐5521‐25‐00                            Cell Phone Expense             700.00                    (700.00)                                                                 ‐                     10‐5524‐25‐00                            Gas‐Building                   400.00                                    400.00                       187.97             37.81               46.99                 10‐5526‐25‐00                            Data Network                   4,600.00                                 4,600.00                    1,976.78          381.18             42.97                 10‐5530‐25‐00                            Travel/Lodging/Meals Expense   1,950.00                                 1,950.00                    583.05                             29.90                 10‐5533‐25‐00                            Mileage Expense                1,000.00                                 1,000.00                    485.47             110.60             48.55                 10‐5536‐25‐00                            Training/Seminars              5,000.00                                 5,000.00                    1,912.00          640.00             38.24                 10‐5600‐25‐00                            Special Events                 1,000.00                                 1,000.00                                                    ‐                     Subtotal object ‐ 0  644,690.00                           644,690.00                242,573.45      32,641.71        37.63                Program number:                                      644,690.00                           644,690.00                242,573.45      32,641.71        37.63                Department number:   25  Dispatch Department            644,690.00                           644,690.00                242,573.45      32,641.71        37.63                19 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5110‐30‐00                            Salaries & Wages               1,438,167.00                        1,438,167.00             494,818.15      100,584.52     34.41                 10‐5115‐30‐00                            Salaries ‐ Overtime            230,000.00                           230,000.00                93,376.15        16,364.14        40.60                 10‐5127‐30‐00                            Salaries‐Certification Pay     16,000.00                             16,000.00                  5,574.89          1,126.24          34.84                 10‐5140‐30‐00                            Salaries ‐ Longevity Pay       12,606.00                             12,606.00                  7,555.00                          59.93                 10‐5141‐30‐00                            Salaries ‐ Incentive                                                          1,750.00                          ‐                     10‐5143‐30‐00                            Cell Phone Allowance                                                            1,920.00          890.00              ‐                     10‐5145‐30‐00                            Social Security Expense        105,200.00                           105,200.00                35,861.89        7,011.65          34.09                 10‐5150‐30‐00                            Medicare Expense               24,603.00                             24,603.00                  8,387.06          1,639.83          34.09                 10‐5155‐30‐00                            SUTA Expense                   1,697.00                                 1,697.00                    (4,675.87)         65.87               #######  10‐5160‐30‐00                            Health Insurance               146,880.00                           146,880.00                34,550.90        7,546.20          23.52                 10‐5165‐30‐00                            Dental Insurance               9,792.00                                 9,792.00                    2,148.46          482.80             21.94                 10‐5170‐30‐00                            Life Insurance/AD&D            12,489.00                             12,489.00                  2,337.14          525.20             18.71                 10‐5171‐30‐00                            Life Insurance‐Supplemental                                                     7,921.00                          ‐                     10‐5175‐30‐00                            Liability (TML) Workers Comp   2,147.00                                 2,147.00                    26,555.35                        #######  10‐5180‐30‐00                            TMRS Expense                   158,365.00                           158,365.00                61,958.36        12,414.14        39.12                 10‐5185‐30‐00                            Long Term/Short Term Disabilit 2,502.00                                 2,502.00                    977.77                             39.08                 10‐5186‐30‐00                            WELLE‐Wellness Prog Reimb Empl 8,400.00                                 8,400.00                    2,719.50          595.00             32.38                 10‐5191‐30‐00                            Hiring Cost                    1,000.00                                 1,000.00                                                    ‐                     10‐5194‐30‐00                            FD Annual Phy & Screening      16,000.00                             16,000.00                  6,628.00          4,462.50          41.43                 10‐5210‐30‐00                            Office Supplies                4,848.00                                 4,848.00                    663.66             169.93             13.69                 10‐5212‐30‐00                            Building Supplies              4,000.00                                 4,000.00                    2,205.28                          55.13                 10‐5220‐30‐00                            Office Equipment                              1,500.00               1,500.00                    1,150.60          1,150.60          76.71                 10‐5230‐30‐00                            Dues,Fees,& Subscriptions      3,500.00                                 3,500.00                    3,595.00          280.00             102.71               10‐5240‐30‐00                            Postage and Delivery           250.00                                    250.00                       80.63                                32.25                 10‐5250‐30‐00                            Publications                   350.00                                    350.00                                                       ‐                     10‐5280‐30‐00                            Printing and Reproduction      500.00                                    500.00                       256.00                             51.20                 10‐5320‐30‐00                            Repairs & Maintenance          6,500.00                                 6,500.00                    3,095.17          975.00             47.62                 10‐5335‐30‐00                            Radio/Video Repairs            20,000.00              (1,500.00)              18,500.00                  120.00                             0.65                   10‐5340‐30‐00                            Building Repairs               20,000.00                             20,000.00                  4,411.99          135.00             22.06                 10‐5350‐30‐00                            Vehicle Expense                35,000.00                             35,000.00                  12,542.28        3,604.42          35.84                 10‐5352‐30‐00                            Fuel                           35,000.00                             35,000.00                  6,029.84          1,462.77          17.23                 10‐5400‐30‐00                            Uniform Expense                21,000.00                             21,000.00                  8,641.21          3,322.66          41.15                 10‐5410‐30‐00                            Professional Services          10,500.00                             10,500.00                                                 ‐                     10‐5418‐30‐00                            IT Fees                        7,500.00                                 7,500.00                    681.40             262.80             9.09                   10‐5440‐30‐00                            EMS                            74,000.00                             74,000.00                  21,568.71        1,977.82          29.15                 10‐5480‐30‐00                            Contracted Services            10,000.00                             10,000.00                  275.00                             2.75                   10‐5520‐30‐00                            Telephones                     12,500.00              8,000.00               20,500.00                  20,269.40        3,418.15          98.88                 10‐5521‐30‐00                            Cell Phone Expense             8,000.00                 (8,000.00)                                                                ‐                     10‐5524‐30‐00                            Gas ‐ Building                 7,000.00                                 7,000.00                    1,979.28          842.13             28.28                 10‐5525‐30‐00                            Electricity                    22,000.00                             22,000.00                  6,546.61          1,118.63          29.76                 10‐5526‐30‐00                            Data Network                   12,442.00                             12,442.00                  8,920.48          1,861.27          71.70                 10‐5530‐30‐00                            Travel/Lodging/Meals Expense   3,000.00                                 3,000.00                    512.65             (463.80)            17.09                20 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5533‐30‐00                            Mileage Expense                1,500.00                                 1,500.00                                                    ‐                     10‐5536‐30‐00                            Training/Seminars              18,000.00                             18,000.00                  6,275.00          300.00             34.86                 10‐5610‐30‐00                            Fire Fighting Equipment        18,000.00                             18,000.00                  1,690.90          827.90             9.39                   10‐5630‐30‐00                            Safety Equipment               25,000.00                             25,000.00                  295.90                             1.18                   Subtotal object ‐ 0  2,566,238.00                        2,566,238.00             902,170.74      174,953.37     35.16                Program number:                                      2,566,238.00                        2,566,238.00             902,170.74      174,953.37     35.16                Department number:   30  Fire/EMS                       2,566,238.00                        2,566,238.00             902,170.74      174,953.37     35.16                 10‐5110‐35‐00                            Salaries & Wages               82,318.00                             82,318.00                  31,008.00        6,393.60          37.67                 10‐5140‐35‐00                            Salaries ‐ Longevity Pay       752.00                                    752.00                       570.00                             75.80                 10‐5143‐35‐00                            Cell Phone Allowance                                                            530.00             90.00                ‐                     10‐5145‐35‐00                            Social Security Expense        5,150.00                                 5,150.00                    1,753.13          349.08             34.04                 10‐5150‐35‐00                            Medicare Expense               1,205.00                                 1,205.00                    410.00             81.64               34.03                 10‐5155‐35‐00                            SUTA Expense                   83.00                                      83.00                          (243.00)            2.11                 #######  10‐5160‐35‐00                            Health Insurance               5,400.00                                 5,400.00                    2,437.18          547.68             45.13                 10‐5165‐35‐00                            Dental Insurance               360.00                                    360.00                       107.42             24.14               29.84                 10‐5170‐35‐00                            Life Insurance/AD&D            114.00                                    114.00                       116.86             26.26               102.51               10‐5175‐35‐00                            Liability (TML) Workers' Comp  105.00                                    105.00                       1,327.77                          #######  10‐5180‐35‐00                            TMRS Expense                   8,722.00                                 8,722.00                    3,419.73          700.10             39.21                 10‐5185‐35‐00                            Long Term/Short Term Disabilit 153.00                                    153.00                       64.56                                42.20                 10‐5186‐35‐00                            WELLE‐Wellness Prog Reimb Empl 420.00                                    420.00                       245.00             35.00               58.33                 10‐5193‐35‐00                            Records Retention              250.00                                    250.00                                                       ‐                     10‐5194‐35‐00                            FD Annual Phy & Screening      650.00                                    650.00                                                       ‐                     10‐5210‐35‐00                           Supplies                       300.00                                    300.00                                                       ‐                     10‐5215‐35‐00                            Ammunition                                    750.00                  750.00                       749.16             749.16             99.89                 10‐5220‐35‐00                            Office Equipment                                                              197.72                             ‐                     10‐5230‐35‐00                            Dues,Fees,& Subscriptions      600.00                                    600.00                       220.00             165.00             36.67                 10‐5240‐35‐00                            Postage and Delivery           60.00                                      60.00                          8.92                                  14.87                 10‐5250‐35‐00                           Publications                   550.00                                    550.00                                                       ‐                     10‐5280‐35‐00                            Printing and Reproduction      500.00                                    500.00                                                       ‐                     10‐5350‐35‐00                            Vehicle Expense                1,953.00                                 1,953.00                                                    ‐                     10‐5352‐35‐00                            Fuel                           2,000.00                                 2,000.00                    405.93             123.48             20.30                 10‐5353‐35‐00                            Oil/Grease/Inspections         500.00                                    500.00                                                       ‐                     10‐5400‐35‐00                            Uniform Expense                1,050.00                                 1,050.00                    383.55             141.95             36.53                 10‐5418‐35‐00                            IT Fees                        200.00                                    200.00                                                       ‐                     10‐5430‐35‐00                            Legal Fees                     2,000.00                                 2,000.00                                                    ‐                     10‐5520‐35‐00                            Telephones                     900.00                    1,200.00               2,100.00                    190.06                             9.05                   10‐5521‐35‐00                            Cell Phone Expense             1,200.00                 (1,200.00)                                                                ‐                     10‐5526‐35‐00                            Data Network                                                                  75.98                37.99               ‐                     10‐5530‐35‐00                            Travel/Lodging/Meals Expense   500.00                                    500.00                       850.00                             170.00               10‐5536‐35‐00                            Training/Seminars              3,200.00                 (750.00)                 2,450.00                    595.00                             24.29                 10‐5620‐35‐00                            Tools & Equipment              150.00                                    150.00                                                        ‐                     10‐5630‐35‐00                            Safety Equipment               1,000.00                                 1,000.00                                                    ‐                    21 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5640‐35‐00                            Signs & Hardware               1,250.00                                 1,250.00                                                    ‐                     Subtotal object ‐ 0  123,595.00                           123,595.00                45,422.97        9,467.19          36.75                Program number:                                      123,595.00                           123,595.00                45,422.97        9,467.19          36.75                Department number:   35  Fire Marshall                  123,595.00                           123,595.00                45,422.97        9,467.19          36.75                 10‐5110‐40‐00                            Salaries & Wages               93,646.00                             93,646.00                  35,278.09        7,275.21          37.67                 10‐5115‐40‐00                            Salaries ‐ Overtime            4,000.00                                 4,000.00                    2,962.31          523.98             74.06                 10‐5140‐40‐00                            Salaries ‐ Longevity Pay       1,237.00                                 1,237.00                    1,000.00                          80.84                 10‐5145‐40‐00                            Social Security Expense        6,131.00                                 6,131.00                    2,398.55          476.20             39.12                 10‐5150‐40‐00                            Medicare Expense               1,434.00                                 1,434.00                    560.96             111.37             39.12                 10‐5155‐40‐00                            SUTA Expense                   99.00                                      99.00                          (399.22)            7.35                 #######  10‐5160‐40‐00                            Health Insurance               10,800.00                             10,800.00                  2,772.18          597.68             25.67                 10‐5165‐40‐00                            Dental Insurance               720.00                                    720.00                       214.85             48.28               29.84                 10‐5170‐40‐00                            Life Insurance/AD&D            196.00                                    196.00                       70.13                15.76               35.78                 10‐5175‐40‐00                            Liability (TML) Workers Comp   125.00                                    125.00                       4,540.11                          #######  10‐5180‐40‐00                            TMRS Expense                   10,383.00                             10,383.00                  4,189.88          845.15             40.35                 10‐5185‐40‐00                            Long Term/Short Term Disabilit 174.00                                    174.00                       68.85                                39.57                 10‐5186‐40‐00                            WELLE‐Wellness Prog Reimb Empl 840.00                                    840.00                       311.50             70.00               37.08                 10‐5191‐40‐00                            Hiring Cost                    50.00                                      50.00                                                          ‐                     10‐5210‐40‐00                            Office Supplies                600.00                                    600.00                       134.36                             22.39                 10‐5230‐40‐00                           Dues,Fees,& Subscriptions      200.00                                    200.00                                                       ‐                     10‐5250‐40‐00                            Publications                   50.00                                      50.00                                                          ‐                     10‐5310‐40‐00                            Rental Expense                 10,000.00                             10,000.00                  6,400.00          3,200.00          64.00                 10‐5320‐40‐00                            Repairs & Maintenance          4,000.00                                 4,000.00                                                    ‐                     10‐5321‐40‐00                            Signal Light Repairs           7,400.00                                 7,400.00                                                    ‐                     10‐5340‐40‐00                            Building Repairs               2,500.00                                 2,500.00                                                    ‐                     10‐5350‐40‐00                            Vehicle Expense                5,500.00                                 5,500.00                    6,030.62          1,439.04          109.65               10‐5352‐40‐00                            Fuel                           9,300.00                                 9,300.00                    751.76             489.34             8.08                   10‐5353‐40‐00                            Oil/Grease/Inspections         800.00                                    800.00                                                       ‐                     10‐5400‐40‐00                            Uniform Expense                3,500.00                                 3,500.00                    736.92                             21.06                 10‐5410‐40‐00                            Professional Services          8,000.00                                 8,000.00                                                    ‐                     10‐5480‐40‐00                            Contracted Services            910,720.00                           910,720.00                9,164.78          8,586.00          1.01                   10‐5520‐40‐00                            Telephones                     300.00                    1,000.00               1,300.00                    352.15                             27.09                 10‐5521‐40‐00                            Cell Phone Expense             1,000.00                 (1,000.00)                                                                ‐                     10‐5525‐40‐00                            Electricity                    100,000.00                           100,000.00                52,884.43        9,323.02          52.88                 10‐5526‐40‐00                            Data Network                                                                  50.38                                ‐                     10‐5530‐40‐00                            Travel/Lodging/Meals Expense   800.00                                    800.00                                                       ‐                     10‐5536‐40‐00                            Training/Seminars              800.00                                    800.00                                                       ‐                     10‐5620‐40‐00                            Tools & Equipment              3,000.00                                 3,000.00                    78.44                                2.62                   10‐5630‐40‐00                            Safety Equipment               2,000.00                                 2,000.00                    337.98                             16.90                 10‐5640‐40‐00                            Signs & Hardware               31,000.00                             31,000.00                  1,499.63          192.47             4.84                   10‐5650‐40‐00                            Maintenance Materials          60,000.00                             60,000.00                  6,709.10          457.50             11.18                 10‐6140‐40‐00                            Capital Expenditure ‐ Equipmt  76,000.00                             76,000.00                                                 ‐                    22 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            Subtotal object ‐ 0  1,367,305.00                        1,367,305.00             139,098.74      33,658.35        10.17                Program number:                                      1,367,305.00                        1,367,305.00             139,098.74      33,658.35        10.17                Department number:   40  Streets                        1,367,305.00                        1,367,305.00             139,098.74      33,658.35        10.17                 10‐5110‐45‐00                            Salaries & Wages               24,536.00              24,590.00             49,126.00                  6,947.87          1,633.26          14.14                 10‐5145‐45‐00                            Social Security Expense        849.00                    1,525.00               2,374.00                    430.75             101.25             18.14                 10‐5150‐45‐00                            Medicare Expense               198.00                    357.00                  555.00                       100.75             23.69               18.15                 10‐5155‐45‐00                            SUTA Expense                   14.00                      25.00                     39.00                          (75.99)              1.63                 #######  10‐5160‐45‐00                            Health/Dental Insurance                       3,992.00               3,992.00                                                    ‐                     10‐5165‐45‐00                            Dental Insurance                              145.00                  145.00                                                       ‐                     10‐5170‐45‐00                            Life Insurance                                47.00                     47.00                                                          ‐                     10‐5175‐45‐00                            Liability (TML)/Workers' Comp  17.00                      61.00                     78.00                          85.66                                109.82               10‐5180‐45‐00                            TMRS Expense                                  2,582.00               2,582.00                                                    ‐                     10‐5185‐45‐00                            Long Term/Short Term Disabilit                 98.00                     98.00                                                          ‐                     10‐5190‐45‐00                            Contract Labor                 40,000.00              (16,667.00)            23,333.00                  13,333.36                       57.14                 10‐5191‐45‐00                            Hiring Cost                                                                   77.07                77.07               ‐                     10‐5210‐45‐00                            Supplies                       2,000.00                                 2,000.00                    1,017.77          183.00             50.89                 10‐5212‐45‐00                            Building Supplies              500.00                                    500.00                                                       ‐                     10‐5220‐45‐00                            Office Equipment               1,000.00                                 1,000.00                                                    ‐                     10‐5230‐45‐00                            Dues,Fees,& Subscriptions      5,600.00                                 5,600.00                    3,200.00                          57.14                 10‐5240‐45‐00                            Postage and Delivery           400.00                                    400.00                                                        ‐                     10‐5281‐45‐00                            Book Purchases                 12,000.00                             12,000.00                  4,016.68          1,613.39          33.47                 10‐5418‐45‐00                            IT Fees                        375.00                                    375.00                                                       ‐                     10‐5480‐45‐00                            Contracted Services            2,652.00                                 2,652.00                                                    ‐                     10‐5520‐45‐00                            Telephones                                    540.00                  540.00                                                       ‐                     10‐5525‐45‐00                            Electricity                    5,500.00                                 5,500.00                                                    ‐                     10‐5530‐45‐00                            Travel                         700.00                                    700.00                                                       ‐                     10‐5533‐45‐00                            Mileage Expense                600.00                                    600.00                                                       ‐                     10‐5536‐45‐00                            Training/Seminars              500.00                                    500.00                                                       ‐                     10‐5600‐45‐00                            Special Events                 600.00                                    600.00                                                       ‐                     Subtotal object ‐ 0  98,041.00              17,295.00             115,336.00                29,133.92        3,633.29          25.26                Program number:                                      98,041.00              17,295.00             115,336.00                29,133.92        3,633.29          25.26                Department number:   45  Public Library                 98,041.00              17,295.00             115,336.00                29,133.92        3,633.29          25.26                 10‐5110‐60‐00                            Salaries & Wages               590,082.00                           590,082.00                181,671.53      44,492.14        30.79                 10‐5115‐60‐00                            Salaries ‐ Overtime            9,000.00                                 9,000.00                    4,467.80          954.12             49.64                 10‐5126‐60‐00                            Salaries‐Vacation Buy‐Out                                                     772.00                             ‐                     10‐5140‐60‐00                            Salaries ‐ Longevity Pay       2,583.00                                 2,583.00                    1,735.00                          67.17                 10‐5145‐60‐00                            Social Security Expense        29,871.00                             29,871.00                  10,960.28        2,612.62          36.69                 10‐5150‐60‐00                            Medicare Expense               6,986.00                                 6,986.00                    2,563.32          611.01             36.69                 10‐5155‐60‐00                            SUTA Expense                   482.00                                    482.00                       (1,327.75)         41.60               #######  10‐5160‐60‐00                            Health Insurance               75,912.00                             75,912.00                  20,147.27        5,328.24          26.54                 10‐5165‐60‐00                            Dental Insurance               5,061.00                                 5,061.00                    1,170.79          313.82             23.13                 10‐5170‐60‐00                            Life Insurance/AD&D            1,057.00                                 1,057.00                    405.82             110.32             38.39                23 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5175‐60‐00                            Liability (TML) Workers Comp   610.00                                    610.00                       5,568.06                          912.80               10‐5180‐60‐00                            TMRS Expense                   63,175.00                             63,175.00                  20,126.90        4,907.26          31.86                 10‐5185‐60‐00                            Long Term/Short Term Disabilit 876.00                                    876.00                       352.93                             40.29                 10‐5186‐60‐00                            WELLE‐Wellness Prog Reimb Empl 4,620.00                                 4,620.00                    1,090.25          245.00             23.60                 10‐5191‐60‐00                            Hiring Cost                                                                   383.29             228.29             ‐                     10‐5210‐60‐00                            Office Supplies                1,500.00                                 1,500.00                    1,758.23          173.75             117.22               10‐5212‐60‐00                            Building Supplies              1,500.00                                 1,500.00                    20.00                                1.33                   10‐5220‐60‐00                            Office Equipment               5,560.00                                 5,560.00                    3,527.60          1,150.60          63.45                 10‐5230‐60‐00                            Dues,Fees,& Subscriptions      2,850.00                                 2,850.00                    216.00             12.00               7.58                   10‐5240‐60‐00                            Postage and Delivery           175.00                                    175.00                                                       ‐                     10‐5280‐60‐00                            Printing and Reproduction      300.00                                    300.00                       369.97                             123.32               10‐5290‐60‐00                            Miscellaneous Expense          1,500.00                                 1,500.00                                                    ‐                     10‐5310‐60‐00                            Rental Expense                 22,000.00                             22,000.00                  11,615.00        1,812.00          52.80                 10‐5320‐60‐00                            Repairs & Maintenance          424,500.00            (15,424.00)            409,076.00                78,015.30        21,516.75        19.07                 10‐5350‐60‐00                            Vehicle Expense                4,500.00                                 4,500.00                    2,267.59          6.60                 50.39                 10‐5352‐60‐00                            Fuel                           17,000.00                             17,000.00                  2,789.23          934.06             16.41                 10‐5353‐60‐00                            Oil/Grease/Inspections         2,000.00                                 2,000.00                    383.36             172.08             19.17                 10‐5400‐60‐00                            Uniform Expense                5,700.00                                 5,700.00                    3,540.84          1,991.97          62.12                 10‐5410‐60‐00                            Professional Services          125,000.00                           125,000.00                8,000.00          8,000.00          6.40                   10‐5418‐60‐00                            IT Fees                        3,100.00                                 3,100.00                    865.86             585.90             27.93                 10‐5430‐60‐00                            Legal Fees                     2,000.00                                 2,000.00                    2,983.00          1,121.00          149.15               10‐5480‐60‐00                            Contracted Services            154,800.00                           154,800.00                22,858.50        3,156.50          14.77                 10‐5520‐60‐00                            Telephones                                    5,900.00               5,900.00                    1,881.56          57.34               31.89                 10‐5521‐60‐00                            Cell Phone Expense             5,900.00                 (5,900.00)                                                                ‐                     10‐5525‐60‐00                            Electricity                    88,000.00                             88,000.00                  34,205.06        1,802.47          38.87                 10‐5526‐60‐00                            Data Network                   1,700.00                                 1,700.00                    337.92             84.48               19.88                 10‐5530‐60‐00                            Travel/Lodging/Meals Expense   3,800.00                                 3,800.00                    31.65                8.11                 0.83                   10‐5533‐60‐00                            Mileage Expense                2,000.00                                 2,000.00                    477.23             72.86               23.86                 10‐5536‐60‐00                            Training/Seminars              6,750.00                                 6,750.00                    299.23                             4.43                   10‐5600‐60‐00                            Special Events                 49,700.00                             49,700.00                  27,464.17        795.70             55.26                 10‐5620‐60‐00                            Tools & Equipment                             4,725.00               4,725.00                    661.74             655.98             14.01                 10‐5630‐60‐00                            Safety Equipment               1,600.00                                 1,600.00                    15.02                                0.94                   10‐5640‐60‐00                            Signs & Hardware               2,800.00                                 2,800.00                    277.50                             9.91                   10‐6140‐60‐00                            Capital Expenditure ‐ Equipmen                 10,699.00             10,699.00                                                 ‐                     10‐6160‐60‐00                            Capital Expenditure ‐ Vehicles 52,000.00                             52,000.00                  40,535.83        19,558.08        77.95                 Subtotal object ‐ 0  1,778,550.00                        1,778,550.00             495,484.88      123,512.65     27.86                Program number:                                      1,778,550.00                        1,778,550.00             495,484.88      123,512.65     27.86                Department number:   60  Parks and Recreation           1,778,550.00                        1,778,550.00             495,484.88      123,512.65     27.86                 10‐5110‐70‐00                            Salaries & Wages                               93,902.00             93,902.00                  28,841.28        5,896.05          30.71                 10‐5115‐70‐00                            Salaries ‐ Overtime            77,027.00              (77,027.00)                                                              ‐                     10‐5128‐70‐00                            Language Pay                                                                  200.00             50.00               ‐                     10‐5140‐70‐00                            Salaries ‐ Longevity Pay       185.00                                    185.00                                                       ‐                    24 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5145‐70‐00                            Social Security Expense        4,787.00                 1,050.00               5,837.00                    1,680.49          341.88             28.79                 10‐5150‐70‐00                            Medicare Expense               1,120.00                 250.00                  1,370.00                    393.02             79.95               28.69                 10‐5155‐70‐00                            SUTA Expense                   77.00                                      77.00                          18.00                3.18                 23.38                 10‐5160‐70‐00                            Health Insurance               5,400.00                                 5,400.00                    2,193.50          442.36             40.62                 10‐5165‐70‐00                            Dental Insurance               360.00                                    360.00                       107.42             24.14               29.84                 10‐5170‐70‐00                            Life Insurance/AD&D            114.00                                    114.00                       35.07                7.88                 30.76                 10‐5175‐70‐00                            Liability (TML) Workers Comp   98.00                                      98.00                          119.93                             122.38               10‐5180‐70‐00                            TMRS Expense                   8,107.00                                 8,107.00                    3,056.42          633.23             37.70                 10‐5185‐70‐00                            Long Term/Short Term Disabilit 143.00                                    143.00                       60.40                                42.24                 10‐5186‐70‐00                            WELLE‐Wellness Prog Reimb Empl 420.00                                    420.00                                                       ‐                     10‐5190‐70‐00                            Contract Labor                 4,800.00                                 4,800.00                    1,470.00          345.00             30.63                 10‐5210‐70‐00                            Office Supplies                1,500.00                                 1,500.00                    1,493.04          383.70             99.54                 10‐5212‐70‐00                            Building Supplies              1,000.00                                 1,000.00                    600.63             201.92             60.06                 10‐5220‐70‐00                            Office Equipment                                                              20.25                                ‐                     10‐5230‐70‐00                            Dues,Fees,& Subscriptions      330.00                                    330.00                                                       ‐                     10‐5240‐70‐00                            Postage and Delivery           1,000.00                                 1,000.00                    25.05                                2.51                   10‐5250‐70‐00                            Publications                   100.00                                    100.00                                                        ‐                     10‐5280‐70‐00                            Printing and Reproduction      1,000.00                                 1,000.00                    1,028.97          827.47             102.90               10‐5310‐70‐00                            Rental Expense                 24,000.00                             24,000.00                  10,221.05        1,995.51          42.59                 10‐5400‐70‐00                            Uniform Expense                60.00                                      60.00                                                           ‐                     10‐5418‐70‐00                            IT Fees                        500.00                                    500.00                       3,098.00          3,098.00          619.60               10‐5420‐70‐00                            Municipal Court/Judge Fees     9,600.00                                 9,600.00                    5,986.22          750.00             62.36                 10‐5425‐70‐00                            State Fines Expense            106,800.00            (37,475.00)            69,325.00                  418.74                             0.60                   10‐5430‐70‐00                            Legal Fees                                                                    10,590.50        6,377.50          ‐                     10‐5480‐70‐00                            Contracted Services            2,000.00                                 2,000.00                    30.00                                1.50                   10‐5481‐70‐00                            Cash Over/Short                                                               (10.00)                              ‐                     10‐5520‐70‐00                            Telephones                     300.00                                    300.00                       639.50             127.90             213.17               10‐5524‐70‐00                            Gas‐Building                   900.00                                    900.00                       254.55             62.94               28.28                 10‐5525‐70‐00                            Electricity                    2,000.00                                 2,000.00                    414.60             41.66               20.73                 10‐5530‐70‐00                            Travel/Lodging/Meals Expense   800.00                                    800.00                                                       ‐                     10‐5533‐70‐00                            Mileage Expense                1,500.00                                 1,500.00                                                    ‐                     10‐5536‐70‐00                            Training/Seminars              1,000.00                                 1,000.00                                                    ‐                     Subtotal object ‐ 0  257,028.00            (19,300.00)            237,728.00                72,986.63        21,690.27        30.70                Program number:                                      257,028.00            (19,300.00)            237,728.00                72,986.63        21,690.27        30.70                Department number:   70  Municipal Court                257,028.00            (19,300.00)            237,728.00                72,986.63        21,690.27        30.70                 10‐5110‐80‐00                            Salaries & Wages               441,348.00                           441,348.00                135,053.99      27,435.50        30.60                 10‐5115‐80‐00                            Salaries ‐ Overtime            8,000.00                                 8,000.00                    1,411.31          164.26             17.64                 10‐5140‐80‐00                            Salaries ‐ Longevity Pay       2,359.00                                 2,359.00                    1,540.00                          65.28                 10‐5141‐80‐00                            Salaries ‐ Incentive           3,234.00                                 3,234.00                    250.00                             7.73                   10‐5145‐80‐00                            Social Security Expense        25,434.00                             25,434.00                  8,100.14          1,602.25          31.85                 10‐5150‐80‐00                            Medicare Expense               5,948.00                                 5,948.00                    1,894.38          374.71             31.85                 10‐5155‐80‐00                            SUTA Expense                   451.00                                    451.00                       (1,038.02)         23.99               ####### 25 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5160‐80‐00                            Health Insurance               48,600.00                             48,600.00                  12,688.57        2,776.04          26.11                 10‐5165‐80‐00                            Dental Insurance               3,240.00                                 3,240.00                    655.40             144.84             20.23                 10‐5170‐80‐00                            Life Insurance/AD&D            914.00                                    914.00                       241.52             55.16               26.43                 10‐5175‐80‐00                            Liability (TML) Workers Comp   580.00                                    580.00                       1,687.55                          290.96               10‐5180‐80‐00                            TMRS Expense                   47,769.00                             47,769.00                  14,734.10        2,983.01          30.84                 10‐5185‐80‐00                            Long Term/Short Term Disabilit 830.00                                    830.00                       235.26                             28.35                 10‐5186‐80‐00                            WELLE‐Wellness Prog Reimb Empl 3,360.00                                 3,360.00                    794.50             175.00             23.65                 10‐5190‐80‐00                            Contract Labor                 1,200.00                                 1,200.00                    660.00             120.00             55.00                 10‐5191‐80‐00                            Hiring Cost                    60.00                                      60.00                          235.01                             391.68               10‐5210‐80‐00                            Office Supplies                7,000.00                                 7,000.00                    1,517.61          296.07             21.68                 10‐5212‐80‐00                            Building Supplies              500.00                                    500.00                       361.21                             72.24                 10‐5220‐80‐00                            Office Equipment               13,000.00                             13,000.00                  592.48                             4.56                   10‐5230‐80‐00                            Dues,Fees,& Subscriptions      67,350.00                             67,350.00                  31,325.00        8,185.00          46.51                 10‐5240‐80‐00                            Postage and Delivery           50.00                                      50.00                                                           ‐                     10‐5280‐80‐00                            Printing and Reproduction      2,000.00                                 2,000.00                    336.54                             16.83                 10‐5320‐80‐00                            Repairs & Maintenance          1,000.00                                 1,000.00                                                    ‐                     10‐5340‐80‐00                            Building Repairs               150.00                                    150.00                       70.25                                46.83                 10‐5350‐80‐00                            Vehicle Expense                1,500.00                                 1,500.00                    2,190.71                          146.05               10‐5352‐80‐00                            Fuel                           12,000.00                             12,000.00                  1,399.20                          11.66                 10‐5353‐80‐00                            Oil/Grease/Inspections         2,400.00                                 2,400.00                    274.19                             11.43                 10‐5400‐80‐00                            Uniform Expense                2,700.00                                 2,700.00                    167.50             167.50             6.20                   10‐5415‐80‐00                            Tuition Reimbursement          5,100.00                                 5,100.00                                                    ‐                     10‐5418‐80‐00                            IT Fees                        4,000.00                                 4,000.00                    401.00                             10.03                 10‐5430‐80‐00                            Legal Fees                     4,000.00                                 4,000.00                    95.00                                2.38                   10‐5465‐80‐00                            Public Relations               500.00                                    500.00                                                        ‐                     10‐5480‐80‐00                            Contracted Services            750.00                                    750.00                       180.00                             24.00                 10‐5520‐80‐00                            Telephones                     1,500.00                 2,880.00               4,380.00                    1,356.38          125.74             30.97                 10‐5521‐80‐00                            Cell Phone Expense             2,880.00                 (2,880.00)                                                                ‐                     10‐5525‐80‐00                            Electricity                    6,500.00                                 6,500.00                    2,218.46          299.70             34.13                 10‐5526‐80‐00                            Data Network                   3,200.00                                 3,200.00                    1,215.68          227.94             37.99                 10‐5530‐80‐00                            Travel/Lodging/Meals Expense   600.00                                    600.00                       74.02                                12.34                 10‐5533‐80‐00                            Mileage Expense                6,000.00                                 6,000.00                                                    ‐                     10‐5536‐80‐00                            Training/Seminars              7,975.00                                 7,975.00                    1,307.00          245.00             16.39                 10‐5630‐80‐00                            Safety Equipment               800.00                                    800.00                       116.00                             14.50                 10‐6110‐80‐00                            Capital Expenditure            30,000.00                             30,000.00                                                 ‐                     10‐6160‐80‐00                            Capital Expenditure ‐ Vehicles 20,000.00                             20,000.00                                                 ‐                     Subtotal object ‐ 0  796,782.00                           796,782.00                224,341.94      45,401.71        28.16                Program number:                                      796,782.00                           796,782.00                224,341.94      45,401.71        28.16                Department number:   80  Inspections                    796,782.00                           796,782.00                224,341.94      45,401.71        28.16                 10‐5110‐85‐00                            Salaries & Wages               47,312.00                             47,312.00                  17,814.37        3,640.00          37.65                 10‐5115‐85‐00                            Salaries ‐ Overtime            1,500.00                                 1,500.00                    713.25                             47.55                 10‐5140‐85‐00                            Salaries ‐ Longevity Pay       387.00                                    387.00                       205.00                             52.97                26 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5141‐85‐00                            Salaries ‐ Incentive           750.00                                    750.00                       1,000.00                          133.33               10‐5145‐85‐00                            Social Security Expense        3,097.00                                 3,097.00                    1,210.69          222.84             39.09                 10‐5150‐85‐00                            Medicare Expense               724.00                                    724.00                       283.14             52.11               39.11                 10‐5155‐85‐00                            SUTA Expense                   50.00                                      50.00                          (244.61)            3.68                 #######  10‐5160‐85‐00                            Health Insurance               5,400.00                                 5,400.00                    1,301.89          292.56             24.11                 10‐5165‐85‐00                            Dental Insurance               360.00                                    360.00                       107.42             24.14               29.84                 10‐5170‐85‐00                            Life Insurance/AD&D            106.00                                    106.00                       35.07                7.88                 33.09                 10‐5175‐85‐00                            Liability (TML) Workers' Comp  63.00                                      63.00                          239.85                             380.71               10‐5180‐85‐00                            TMRS Expense                   5,244.00                                 5,244.00                    2,101.29          394.69             40.07                 10‐5185‐85‐00                            Long Term/Short Term Disabilit 88.00                                      88.00                          37.12                                42.18                 10‐5186‐85‐00                            WELLE‐Wellness Prog Reimb Empl 420.00                                    420.00                       155.75             35.00               37.08                 10‐5190‐85‐00                            Contract Labor                 15,000.00                             15,000.00                                                 ‐                     10‐5210‐85‐00                            Office Supplies                500.00                                    500.00                       320.35                             64.07                 10‐5212‐85‐00                            Building Supplies                                                             13.09                                ‐                     10‐5230‐85‐00                            Dues,Fees,& Subscriptions      200.00                                    200.00                       40.00                                20.00                 10‐5240‐85‐00                            Postage and Delivery           400.00                                    400.00                                                       ‐                     10‐5280‐85‐00                            Printing and Reproduction      1,200.00                                 1,200.00                                                    ‐                     10‐5350‐85‐00                            Vehicle Expense                500.00                                    500.00                       9.00                  9.00                 1.80                   10‐5352‐85‐00                            Fuel                           1,000.00                                 1,000.00                    836.87             774.49             83.69                 10‐5353‐85‐00                            Oil/Grease/Inspections         100.00                                    100.00                                                       ‐                     10‐5400‐85‐00                            Uniform Expense                200.00                                    200.00                       89.98                                44.99                 10‐5418‐85‐00                            IT Fees                                                                       111.00                             ‐                     10‐5430‐85‐00                            Legal Fees                     8,000.00                                 8,000.00                    294.00                             3.68                   10‐5435‐85‐00                            Legal Notices/Filings          500.00                                    500.00                       125.25             27.00               25.05                 10‐5480‐85‐00                            Contracted Services            68,000.00                             68,000.00                  35,426.00        31,826.00        52.10                 10‐5520‐85‐00                            Telephones                     300.00                    500.00                  800.00                       231.04             17.96               28.88                 10‐5521‐85‐00                            Cell Phone Expense             500.00                    (500.00)                                                                  ‐                     10‐5526‐85‐00                            Data Network                                                                    75.98                37.99               ‐                     10‐5536‐85‐00                            Training/Seminars              500.00                                    500.00                       310.00                             62.00                 10‐5600‐85‐00                            Special Events                 1,000.00                                 1,000.00                    66.54                14.96               6.65                   10‐5620‐85‐00                            Tools & Equipment              250.00                                    250.00                       33.94                                13.58                 10‐5640‐85‐00                            Signs & Hardware               500.00                                    500.00                       916.50             859.88             183.30               Subtotal object ‐ 0  164,151.00                           164,151.00                63,859.77        38,240.18        38.90                Program number:                                      164,151.00                           164,151.00                63,859.77        38,240.18        38.90                Department number:   85  Code Enforcement               164,151.00                           164,151.00                63,859.77        38,240.18        38.90                 10‐5110‐90‐00                            Salaries & Wages               213,259.00                           213,259.00                78,826.89        16,233.84        36.96                 10‐5115‐90‐00                            Salaries ‐ Overtime            500.00                                    500.00                       58.30                22.13               11.66                 10‐5126‐90‐00                            Salaries‐Vacation Buy‐Out                                                     1,940.36                          ‐                     10‐5140‐90‐00                            Salaries ‐ Longevity Pay       1,059.00                                 1,059.00                    740.00                             69.88                 10‐5141‐90‐00                            Salaries ‐ Incentive           1,000.00                                 1,000.00                                                    ‐                     10‐5145‐90‐00                            Social Security Expense        13,381.00                             13,381.00                  4,740.32          936.73             35.43                 10‐5150‐90‐00                            Medicare Expense               3,129.00                                 3,129.00                    1,108.63          219.09             35.43                27 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5155‐90‐00                            SUTA Expense                   216.00                                    216.00                       (431.35)            8.13                 #######  10‐5160‐90‐00                            Health Insurance               16,408.00                             16,408.00                  6,925.01          1,505.62          42.21                 10‐5165‐90‐00                            Dental Insurance               1,094.00                                 1,094.00                    322.27             72.42               29.46                 10‐5170‐90‐00                            Life Insurance/AD&D            318.00                                    318.00                       105.20             23.64               33.08                 10‐5175‐90‐00                            Liability (TML) Workers Comp   273.00                                    273.00                       483.14                             176.97               10‐5180‐90‐00                            TMRS Expense                   22,661.00                             22,661.00                  8,691.38          1,757.17          38.35                 10‐5185‐90‐00                            Long Term/Short Term Disabilit 397.00                                    397.00                       157.00                             39.55                 10‐5186‐90‐00                            WELLE‐Wellness Prog Reimb Empl 1,260.00                                 1,260.00                    467.25             105.00             37.08                 10‐5190‐90‐00                            Contract Labor                 1,300.00                                 1,300.00                    660.00             120.00             50.77                 10‐5191‐90‐00                            Hiring Cost                    50.00                                      50.00                                                          ‐                     10‐5210‐90‐00                            Office Supplies                3,500.00                                 3,500.00                    431.13                             12.32                 10‐5212‐90‐00                            Building Supplies              250.00                                    250.00                                                        ‐                     10‐5230‐90‐00                            Dues,Fees,& Subscriptions      5,000.00                                 5,000.00                    684.90             655.00             13.70                 10‐5240‐90‐00                            Postage and Delivery           200.00                                    200.00                                                       ‐                     10‐5400‐90‐00                            Uniform Expense                300.00                                    300.00                                                       ‐                     10‐5410‐90‐00                            Professional Services          132,000.00                           132,000.00                26,000.00                       19.70                 10‐5415‐90‐00                            Tuition Reimbursement          5,000.00                                 5,000.00                                                    ‐                     10‐5418‐90‐00                            IT Fees                                                                       111.00                             ‐                     10‐5430‐90‐00                            Legal Fees                     50,000.00                             50,000.00                  3,819.00          1,102.00          7.64                   10‐5435‐90‐00                            Legal Notices/Filings          1,500.00                                 1,500.00                    85.50                85.50               5.70                   10‐5520‐90‐00                            Telephones                     3,300.00                 2,400.00               5,700.00                    745.87             35.93               13.09                 10‐5521‐90‐00                            Cell Phone Expense             2,400.00                 (2,400.00)                                                                ‐                     10‐5526‐90‐00                            Data Network                   8,250.00                                 8,250.00                    2,357.33          143.95             28.57                 10‐5530‐90‐00                            Travel/Lodging/Meals Expense   2,000.00                                 2,000.00                    506.49                             25.33                 10‐5533‐90‐00                            Mileage Expense                1,500.00                                 1,500.00                    48.03                                3.20                   10‐5536‐90‐00                            Training/Seminars              4,000.00                                 4,000.00                    1,401.15          1,401.15          35.03                 Subtotal object ‐ 0  495,505.00                           495,505.00                140,984.80      24,427.30        28.45                Program number:                                      495,505.00                           495,505.00                140,984.80      24,427.30        28.45                Department number:   90  Planning                       495,505.00                           495,505.00                140,984.80      24,427.30        28.45                 10‐5110‐98‐00                            Salaries & Wages               354,304.00            (6,500.00)              347,804.00                109,757.40      25,338.96        31.56                 10‐5126‐98‐00                            Salaries‐Vacation Buy‐Out                                                     2,537.84                          ‐                     10‐5140‐98‐00                            Salaries ‐ Longevity Pay       749.00                                    749.00                       440.00                             58.75                 10‐5141‐98‐00                            Salaries ‐ Incentive           300.00                                    300.00                                                       ‐                     10‐5143‐98‐00                            Cell Phone Allowance                                                          270.00             90.00               ‐                     10‐5145‐98‐00                            Social Security Expense        22,032.00                             22,032.00                  5,988.12          1,423.39          27.18                 10‐5150‐98‐00                            Medicare Expense               5,153.00                                 5,153.00                    1,504.58          332.90             29.20                 10‐5155‐98‐00                            SUTA Expense                   355.00                                    355.00                       (208.32)            2.83                 (58.68)                10‐5160‐98‐00                            Health Insurance               16,408.00                             16,408.00                  7,113.19          1,760.74          43.35                 10‐5165‐98‐00                            Dental Insurance               1,094.00                                 1,094.00                    287.27             72.42               26.26                 10‐5170‐98‐00                            Life Insurance/AD&D            342.00                                    342.00                       120.70             29.94               35.29                 10‐5175‐98‐00                            Liability (TML) Workers Comp   450.00                                    450.00                       227.01                             50.45                 10‐5180‐98‐00                            TMRS Expense                   37,312.00                             37,312.00                  12,004.10        2,734.81          32.17                28 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            10‐5185‐98‐00                            Long Term/Short Term Disabilit 660.00                                    660.00                       211.16                             31.99                 10‐5186‐98‐00                            WELLE‐Wellness Prog Reimb Empl 1,260.00                                 1,260.00                    155.75             35.00               12.36                 10‐5191‐98‐00                            Hiring Cost                                                                   80.00                                ‐                     10‐5210‐98‐00                            Office Supplies                800.00                                    800.00                       1,531.39          265.84             191.42               10‐5212‐98‐00                            Building Supplies              350.00                                    350.00                       48.68                                13.91                 10‐5220‐98‐00                            Office Equipment                                                              830.50                             ‐                     10‐5230‐98‐00                            Dues,Fees,& Subscriptions      900.00                                    900.00                       57.00                57.00               6.33                   10‐5240‐98‐00                            Postage and Delivery           20.00                                      20.00                                                          ‐                     10‐5250‐98‐00                            Publications                                                                  83.00                                ‐                     10‐5280‐98‐00                           Printing and Reproduction                                                     78.51                                ‐                     10‐5400‐98‐00                            Uniform Expense                100.00                                    100.00                       96.00                96.00               96.00                 10‐5418‐98‐00                            IT Fees                        250.00                                    250.00                       241.00                             96.40                 10‐5419‐98‐00                            IT Licenses                                                                   562.80                             ‐                     10‐5430‐98‐00                            Legal Fees                     8,500.00                                 8,500.00                    3,517.83                          41.39                 10‐5435‐98‐00                            Legal Notices/Filings                                                           959.00             441.00              ‐                     10‐5520‐98‐00                            Telephones                                    3,060.00               3,060.00                    1,246.38          57.34               40.73                 10‐5521‐98‐00                            Cell Phone Expense             3,060.00                 (3,060.00)                                                                ‐                     10‐5524‐98‐00                            Gas‐Building                                                                  960.71             408.87             ‐                     10‐5525‐98‐00                            Electricity                                                                   674.12                             ‐                     10‐5530‐98‐00                            Travel/Lodging/Meals Expense   3,250.00                                 3,250.00                    576.88                             17.75                 10‐5533‐98‐00                            Mileage Expense                2,500.00                                 2,500.00                    657.64             146.49             26.31                 10‐5536‐98‐00                            Training/Seminars              7,000.00                                 7,000.00                    480.58                             6.87                   10‐6110‐98‐00                            Capital Expenditure            20,000.00              6,500.00               26,500.00                  25,454.18        25,454.18        96.05                 Subtotal object ‐ 0  487,149.00                           487,149.00                178,545.00      58,747.71        36.65                Program number:                                      487,149.00                           487,149.00                178,545.00      58,747.71        36.65                Department number:   98  Engineering                    487,149.00                           487,149.00                178,545.00      58,747.71        36.65                                Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 12,457,760.00       (2,005.00)              12,455,755.00           4,137,798.89  961,486.15     33.22                Fund number:   10  General                        696,443.00            (2,005.00)              694,438.00                (3,702,500.50) (343,912.15)    #######  20‐4005‐50‐00                            Water Revenue                  (5,200,000.00)                       (5,200,000.00)           (1,506,584.98) (233,432.76)    28.97                 20‐4010‐50‐00                            Water Tap & Construction       (300,000.00)                          (300,000.00)              (200,357.35)    (41,107.35)      66.79                 20‐4012‐50‐00                            Saturday Inspection Fee        (2,500.00)                              (2,500.00)                   (2,400.00)         (450.00)            96.00                 20‐4018‐50‐00                            Internet Cr. Card Fees(Global) (14,000.00)                            (14,000.00)                 (7,727.95)         (1,205.14)        55.20                 20‐4019‐50‐00                            Cr. Card Pmt Fees(auth.net)    (1,900.00)                              (1,900.00)                   (1,408.21)         (233.57)            74.12                 20‐4060‐50‐00                            NSF Fees                       (1,200.00)                              (1,200.00)                   (450.00)            (100.00)            37.50                 20‐4242‐50‐00                            Re‐Inspection Fees             (2,000.00)                              (2,000.00)                   (500.00)            (150.00)            25.00                 20‐4610‐50‐00                            Interest Income                (70,000.00)                            (70,000.00)                 (26,666.76)       (4,304.23)        38.10                 20‐4910‐50‐00                            Other Revenue                  (80,000.00)                            (80,000.00)                 (39,343.51)       (7,630.00)        49.18                 Subtotal object ‐ 0  (5,671,600.00)                       (5,671,600.00)           (1,785,438.76) (288,613.05)    31.48                Program number:                                      (5,671,600.00)                       (5,671,600.00)           (1,785,438.76) (288,613.05)    31.48                Department number:   50  Water                          (5,671,600.00)                       (5,671,600.00)           (1,785,438.76) (288,613.05)    31.48                 20‐4006‐55‐00                            Sewer Revenue                  (2,247,850.00)                       (2,247,850.00)           (1,050,783.14) (205,964.12)    46.75                 20‐4010‐55‐00                            Sewer Tap & Construction       (150,000.00)                          (150,000.00)              (76,261.45)       (13,600.00)      50.84                29 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            Subtotal object ‐ 0  (2,397,850.00)                       (2,397,850.00)           (1,127,044.59) (219,564.12)    47.00                Program number:                                      (2,397,850.00)                       (2,397,850.00)           (1,127,044.59) (219,564.12)    47.00                Department number:   55  Sewer                          (2,397,850.00)                       (2,397,850.00)           (1,127,044.59) (219,564.12)    47.00                 20‐4000‐57‐00                            W/S Service Initiation         (50,000.00)                             (50,000.00)                 (17,855.00)       (3,575.00)        35.71                 20‐4007‐57‐00                            Sanitation                     (800,000.00)                          (800,000.00)              (367,621.09)    (74,048.09)      45.95                 20‐4009‐57‐00                            Late Fee‐W/S                   (56,000.00)                            (56,000.00)                 (36,758.43)       (5,326.63)        65.64                 Subtotal object ‐ 0  (906,000.00)                          (906,000.00)              (422,234.52)    (82,949.72)      46.60                Program number:                                      (906,000.00)                          (906,000.00)              (422,234.52)    (82,949.72)      46.60                Department number:   57  Utility Billing Department     (906,000.00)                          (906,000.00)              (422,234.52)    (82,949.72)      46.60                               Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (8,975,450.00)                       (8,975,450.00)           (3,334,717.87) (591,126.89)    37.15                 20‐5110‐50‐00                            Salaries & Wages               525,495.00                           525,495.00                177,641.60      42,063.29        33.81                 20‐5115‐50‐00                            Salaries ‐ Overtime            25,000.00                             25,000.00                  10,578.98        2,543.84          42.32                 20‐5140‐50‐00                            Salaries ‐ Longevity Pay       2,311.00                                 2,311.00                    1,545.00                          66.85                 20‐5141‐50‐00                            Salary‐Incentive                                                              250.00                             ‐                     20‐5145‐50‐00                            Social Security Expense        29,526.00                             29,526.00                  11,333.73        2,639.36          38.39                 20‐5150‐50‐00                            Medicare Expense               6,905.00                                 6,905.00                    2,650.62          617.27             38.39                 20‐5155‐50‐00                            SUTA Expense                   476.00                                    476.00                       (1,576.45)         37.12               #######  20‐5160‐50‐00                            Health Insurance               59,400.00                             59,400.00                  15,514.61        4,283.08          26.12                 20‐5165‐50‐00                            Dental Insurance               3,544.00                                 3,544.00                    1,015.09          265.54             28.64                 20‐5170‐50‐00                            Life Insurance/AD&D            779.00                                    779.00                       391.99             101.76             50.32                 20‐5175‐50‐00                            Liability (TML) Workers' Comp  603.00                                    603.00                       10,635.84                       #######  20‐5176‐50‐00                            TML Prop. & Liab Insurance     35,000.00                             35,000.00                  26,708.60                       76.31                 20‐5180‐50‐00                            TMRS Expense                   58,045.00                             58,045.00                  20,261.57        4,817.13          34.91                 20‐5185‐50‐00                            Long Term/Short Term Disabilit 767.00                                    767.00                       348.04                             45.38                 20‐5186‐50‐00                            WELLE‐Wellness Prog Reimb‐Empl 3,780.00                                 3,780.00                    1,055.25          245.00             27.92                 20‐5190‐50‐00                            Contract Labor                 15,000.00                             15,000.00                                                 ‐                     20‐5191‐50‐00                            Hiring Cost                    540.00                                    540.00                       547.74             114.14             101.43               20‐5210‐50‐00                            Office Supplies                3,000.00                                 3,000.00                    633.36             308.48             21.11                 20‐5212‐50‐00                            Building Supplies              1,500.00                                 1,500.00                    1,743.83          214.37             116.26               20‐5220‐50‐00                            Office Equipment               10,500.00                             10,500.00                  2,530.00                          24.10                 20‐5230‐50‐00                            Dues,Fees,& Subscriptions      12,444.00                             12,444.00                  217.00             122.00             1.74                   20‐5240‐50‐00                            Postage and Delivery           24,000.00                             24,000.00                                                 ‐                     20‐5250‐50‐00                            Publications                   50.00                                      50.00                                                          ‐                     20‐5280‐50‐00                            Printing and Reproduction      8,200.00                                 8,200.00                    303.51             225.00             3.70                   20‐5290‐50‐00                            Miscellaneous Expense                                                         296.20                             ‐                     20‐5310‐50‐00                            Rental Expense                 5,000.00                                 5,000.00                                                    ‐                     20‐5320‐50‐00                            Repairs & Maintenance          3,500.00                                 3,500.00                    704.58                             20.13                 20‐5340‐50‐00                            Building Repairs               3,900.00                                 3,900.00                    340.80             247.08             8.74                   20‐5350‐50‐00                            Vehicle Expense                25,000.00                             25,000.00                  9,656.28          2,125.11          38.63                 20‐5352‐50‐00                            Fuel                           36,500.00                             36,500.00                  7,651.52          2,011.48          20.96                 20‐5353‐50‐00                            Oil/Grease/Inspections         2,400.00                                 2,400.00                    554.36                             23.10                 20‐5400‐50‐00                            Uniform Expense                11,100.00                             11,100.00                  5,526.96          309.64             49.79                30 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            20‐5410‐50‐00                            Professional Services          5,000.00                                 5,000.00                                                    ‐                     20‐5412‐50‐00                            Audit Fees                     1,000.00                                 1,000.00                                                    ‐                     20‐5416‐50‐00                            Engineering Fees               7,000.00                                 7,000.00                                                    ‐                     20‐5418‐50‐00                            IT Fees                        23,000.00                             23,000.00                  7,661.25          4,645.00          33.31                 20‐5419‐50‐00                            IT Licenses                    1,200.00                                 1,200.00                                                    ‐                     20‐5430‐50‐00                            Legal Fees                     2,000.00                                 2,000.00                    38.00                                1.90                   20‐5435‐50‐00                            Legal Notices/Filings          1,000.00                                 1,000.00                                                    ‐                     20‐5475‐50‐00                            Credit Card Fees               16,000.00                             16,000.00                  9,465.91          165.90             59.16                 20‐5480‐50‐00                            Contracted Services            94,800.00                             94,800.00                  10,636.65                        11.22                 20‐5520‐50‐00                            Telephones                     6,300.00                 9,320.00               15,620.00                  3,549.31          647.25             22.72                 20‐5521‐50‐00                            Cell Phone Expense             9,320.00                 (9,320.00)                                                                ‐                     20‐5524‐50‐00                            Gas‐Building                   2,500.00                                 2,500.00                    2,015.55          613.30             80.62                 20‐5525‐50‐00                            Electricity                    200,000.00                           200,000.00                49,461.20        8,682.75          24.73                 20‐5526‐50‐00                            Data Network                   6,800.00                                 6,800.00                    1,669.82                          24.56                 20‐5530‐50‐00                            Travel/Lodging/Meals Expense   1,000.00                                 1,000.00                    489.60                             48.96                 20‐5533‐50‐00                            Mileage Expense                2,700.00                                 2,700.00                    331.98                             12.30                 20‐5536‐50‐00                            Training/Seminars              7,200.00                                 7,200.00                    554.70             554.70             7.70                   20‐5540‐50‐00                            Water Testing                  3,000.00                                 3,000.00                    8.49                                  0.28                   20‐5545‐50‐00                            Meter Purchases                220,500.00                           220,500.00                59,488.51                        26.98                 20‐5550‐50‐00                            Water Purchases                1,902,100.00                        1,902,100.00             715,685.77      148,641.10     37.63                 20‐5620‐50‐00                            Tools & Equipment              16,000.00                             16,000.00                  2,052.14          180.73             12.83                 20‐5630‐50‐00                            Safety Equipment               11,200.00                             11,200.00                  1,422.13                          12.70                 20‐5640‐50‐00                            Signs & Hardware               1,300.00                                 1,300.00                    85.95                                6.61                   20‐5650‐50‐00                            Maintenance Materials          12,000.00                             12,000.00                  3,698.03          1,288.00          30.82                 20‐5660‐50‐00                            Chemical Supplies              1,000.00                                 1,000.00                                                    ‐                     20‐5670‐50‐00                            System Improvements/Repairs    76,650.00                             76,650.00                  19,379.75        4,050.44          25.28                 20‐6110‐50‐00                            Capital Expenditure            215,600.00                           215,600.00                                               ‐                     20‐6140‐50‐00                            Capital Expenditure ‐ Equipmen 95,000.00                             95,000.00                  94,675.00                       99.66                 20‐6160‐50‐00                            Capital Expenditure ‐ Vehicles 22,000.00                             22,000.00                                                 ‐                     20‐6186‐50‐00                            2013 Bond Payment              386,928.00                           386,928.00                106,277.78      106,277.78     27.47                 20‐6192‐50‐00                            2011 Refd Bond Pmt             278,084.00                           278,084.00                269,963.37      269,963.37     97.08                 20‐6193‐50‐00                            2012 CO Bond Payment           243,200.00                           243,200.00                159,475.00      159,475.00     65.57                 20‐6197‐50‐00                            2004 CO Bond Payment           538,408.00                           538,408.00                98,703.99        98,703.99        18.33                 20‐6198‐50‐00                            2006 CO Bond Payment           492,952.00                           492,952.00                103,476.10      103,476.10     20.99                 20‐6199‐50‐00                            2008 CO Bond Payment           119,813.00                           119,813.00                85,980.00        85,980.00        71.76                 20‐6200‐50‐00                            Bond Administrative Fees       3,000.00                                 3,000.00                                                    ‐                     20‐7143‐50‐00                            Transfer to Internal Serv. Fd  2,160.00                                 2,160.00                                                    ‐                     20‐7147‐50‐00                            Transfer to GF                 494,610.00                           494,610.00                206,087.50      41,217.50        41.67                 Subtotal object ‐ 0  6,436,590.00                        6,436,590.00             2,321,394.09  1,097,853.60  36.07                Program number:                                      6,436,590.00                        6,436,590.00             2,321,394.09  1,097,853.60  36.07                Department number:   50  Water                          6,436,590.00                        6,436,590.00             2,321,394.09  1,097,853.60  36.07                 20‐5110‐55‐00                            Salaries & Wages               162,724.00                           162,724.00                43,885.50        8,935.10          26.97                31 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            20‐5115‐55‐00                            Salaries ‐ Overtime            10,000.00                             10,000.00                  3,085.48          240.45             30.86                 20‐5140‐55‐00                            Salaries ‐ Longevity Pay       950.00                                    950.00                       645.00                             67.90                 20‐5145‐55‐00                            Social Security Expense        7,604.00                                 7,604.00                    2,777.13          531.03             36.52                 20‐5150‐55‐00                            Medicare Expense               2,788.00                                 2,788.00                    649.48             124.19             23.30                 20‐5155‐55‐00                            SUTA Expense                   123.00                                    123.00                       (676.58)            9.25                 #######  20‐5160‐55‐00                            Health Insurance               21,600.00                             21,600.00                  4,492.81          984.34             20.80                 20‐5165‐55‐00                            Dental Insurance               1,440.00                                 1,440.00                    322.27             72.42               22.38                 20‐5170‐55‐00                            Life Insurance/AD&D            337.00                                    337.00                       105.20             23.64               31.22                 20‐5175‐55‐00                            Liability (TML) Workers' Comp  204.00                                    204.00                       5,568.06                          #######  20‐5180‐55‐00                            TMRS Expense                   18,235.00                             18,235.00                  5,077.05          992.99             27.84                 20‐5185‐55‐00                            Long Term/Short Term Disabilit 281.00                                    281.00                       102.45                             36.46                 20‐5186‐55‐00                            WELLE‐Wellness Prog Reimb‐Empl 1,680.00                                 1,680.00                    311.50             70.00               18.54                 20‐5191‐55‐00                            Hiring Cost                    200.00                                    200.00                                                       ‐                     20‐5210‐55‐00                            Office Supplies                800.00                                    800.00                       429.60             124.95             53.70                 20‐5212‐55‐00                            Building Supplies              600.00                                    600.00                       36.50                                6.08                   20‐5220‐55‐00                            Office Equipment               1,200.00                                 1,200.00                                                    ‐                     20‐5230‐55‐00                            Dues,Fees,& Subscriptions      2,222.00                                 2,222.00                                                    ‐                     20‐5240‐55‐00                            Postage and Delivery           1,200.00                                 1,200.00                                                    ‐                     20‐5250‐55‐00                            Publications                   100.00                                    100.00                                                       ‐                     20‐5260‐55‐00                            Advertising                    600.00                                    600.00                                                       ‐                     20‐5280‐55‐00                            Printing and Reproduction      1,000.00                                 1,000.00                                                    ‐                     20‐5310‐55‐00                            Rental Expense                 8,000.00                                 8,000.00                                                    ‐                     20‐5320‐55‐00                            Repairs & Maintenance          400.00                                    400.00                                                       ‐                     20‐5335‐55‐00                            Radio/Video Repairs            7,000.00                                 7,000.00                    425.00                             6.07                   20‐5340‐55‐00                            Building Repairs               2,000.00                                 2,000.00                                                    ‐                     20‐5350‐55‐00                            Vehicle Expense                6,000.00                                 6,000.00                    2,727.28          2,192.66          45.46                 20‐5352‐55‐00                            Fuel                           18,000.00                             18,000.00                  1,179.70          434.79             6.55                   20‐5353‐55‐00                            Oil/Grease/Inspections         1,500.00                                 1,500.00                                                    ‐                     20‐5400‐55‐00                            Uniform Expense                8,600.00                                 8,600.00                    1,235.60          53.85               14.37                 20‐5410‐55‐00                            Professional Services                                                         5,310.00          5,310.00          ‐                     20‐5412‐55‐00                            Audit Fees                     400.00                                    400.00                                                       ‐                     20‐5416‐55‐00                            Engineering Fees               1,500.00                                 1,500.00                                                    ‐                     20‐5418‐55‐00                            IT Fees                        3,700.00                                 3,700.00                                                    ‐                     20‐5430‐55‐00                            Legal Fees                     500.00                                    500.00                                                       ‐                     20‐5480‐55‐00                            Contracted Services            50,000.00                             50,000.00                                                 ‐                     20‐5520‐55‐00                            Telephones                     1,000.00                 4,560.00               5,560.00                    760.71             97.66               13.68                 20‐5521‐55‐00                            Cell Phone Expense             4,560.00                 (4,560.00)                                                                ‐                     20‐5524‐55‐00                            Gas ‐ Building                 8.00                                        8.00                            875.81             497.62             #######  20‐5525‐55‐00                            Electricity                    49,300.00                             49,300.00                  17,078.92        2,586.18          34.64                 20‐5530‐55‐00                            Travel/Lodging/Meals Expense   600.00                                    600.00                                                        ‐                     20‐5533‐55‐00                            Mileage Expense                500.00                                    500.00                                                       ‐                     20‐5536‐55‐00                            Training/Seminars              4,600.00                                 4,600.00                                                    ‐                    32 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            20‐5540‐55‐00                            Water Testing                  500.00                                    500.00                                                        ‐                     20‐5560‐55‐00                            Sewer Management Fees          1,111,300.00                        1,111,300.00             526,461.77      85,013.00        47.37                 20‐5620‐55‐00                            Tools & Equipment              7,400.00                                 7,400.00                    202.84             122.38             2.74                   20‐5630‐55‐00                            Safety Equipment               11,100.00                             11,100.00                  845.99                             7.62                   20‐5640‐55‐00                            Signs & Hardware               1,000.00                                 1,000.00                    2.06                                  0.21                   20‐5650‐55‐00                            Maintenance Materials          8,000.00                                 8,000.00                    150.00                             1.88                   20‐5660‐55‐00                            Chemical Supplies              2,000.00                                 2,000.00                                                    ‐                     20‐5670‐55‐00                            System Improvements/Repairs    28,000.00              3,000,000.00       3,028,000.00             882.46             40.30               0.03                   20‐5680‐55‐00                            Lift Station Expense           30,000.00                             30,000.00                  9,169.92          1,225.00          30.57                 20‐6140‐55‐00                            Capital Expenditure ‐ Equipmt  26,000.00                             26,000.00                  14,637.35                        56.30                 20‐6160‐55‐00                            Capital Expenditure ‐ Vehicles 25,000.00                             25,000.00                  25,454.18        25,454.18        101.82               20‐7147‐55‐00                            Transfer to GF                 214,350.00                           214,350.00                89,312.50        17,862.50        41.67                 Subtotal object ‐ 0  1,868,706.00         3,000,000.00       4,868,706.00             763,523.54      152,998.48     15.68                Program number:                                      1,868,706.00         3,000,000.00       4,868,706.00             763,523.54      152,998.48     15.68                Department number:   55  Sewer                          1,868,706.00         3,000,000.00       4,868,706.00             763,523.54      152,998.48     15.68                 20‐5110‐57‐00                            Salaries & Wages               81,903.00                             81,903.00                  33,930.31        6,791.53          41.43                 20‐5115‐57‐00                            Salaries ‐ Overtime            5,000.00                                 5,000.00                    1,041.30          124.02             20.83                 20‐5140‐57‐00                            Salaries ‐ Longevity Pay       849.00                                    849.00                       415.00                             48.88                 20‐5141‐57‐00                            Salary‐Incentive               800.00                                    800.00                       1,000.00                          125.00               20‐5145‐57‐00                            Social Security Expense        5,490.00                                 5,490.00                    2,152.27          406.92             39.20                 20‐5150‐57‐00                            Medicare Expense               1,284.00                                 1,284.00                    503.36             95.18               39.20                 20‐5155‐57‐00                            SUTA Expense                   89.00                                      89.00                          (198.06)            6.29                 #######  20‐5160‐57‐00                            Health Insurance               10,904.00                             10,904.00                  3,022.53          679.22             27.72                 20‐5165‐57‐00                            Dental Insurance               727.00                                    727.00                       214.85             48.28               29.55                 20‐5170‐57‐00                            AD&D/Life Insurance            183.00                                    183.00                       70.13                15.76               38.32                 20‐5175‐57‐00                            Liability (TML) Workers' Comp  112.00                                    112.00                       227.01                             202.69               20‐5180‐57‐00                            TMRS Expense                   7,886.00                                 7,886.00                    3,413.08          673.15             43.28                 20‐5185‐57‐00                            Long Term/Short Term Disabilit 152.00                                    152.00                       60.50                                39.80                 20‐5186‐57‐00                            WELLE‐Wellness Prog Reimb‐Empl 840.00                                    840.00                       225.75             70.00               26.88                 20‐5190‐57‐00                            Contract Labor                 50.00                                      50.00                                                           ‐                     20‐5191‐57‐00                            Hiring Cost                    40.00                                      40.00                                                          ‐                     20‐5210‐57‐00                           Office Supplies                1,500.00                                 1,500.00                    830.99             28.07               55.40                 20‐5212‐57‐00                            Building Supplies              500.00                                    500.00                       123.97             123.97             24.79                 20‐5230‐57‐00                            Dues,Fees,& Subscriptions      200.00                                    200.00                                                       ‐                     20‐5240‐57‐00                            Postage and Delivery           21,000.00                             21,000.00                  7,514.67          1,894.32          35.78                 20‐5280‐57‐00                            Printing and Reproduction      1,000.00                                 1,000.00                    500.00             500.00             50.00                 20‐5400‐57‐00                            Uniform Expense                150.00                                    150.00                                                       ‐                     20‐5418‐57‐00                            IT Fees                        8,000.00                                 8,000.00                    112.50                             1.41                   20‐5419‐57‐00                            IT Licenses                    10,000.00                             10,000.00                                                 ‐                     20‐5470‐57‐00                            Trash Collection               718,000.00                           718,000.00                270,381.53      68,230.87        37.66                 20‐5479‐57‐00                            Household Haz. Waste Disposal  2,500.00                                 2,500.00                    800.00             100.00             32.00                 20‐5480‐57‐00                            Contracted Services            8,983.00                                 8,983.00                    2,071.03          490.27             23.06                33 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            20‐5481‐57‐00                            Cash Short/Over                                                               1.99                                  ‐                     20‐5520‐57‐00                            Telephones                     800.00                                    800.00                       310.70             62.20               38.84                 20‐5530‐57‐00                            Travel/Lodging/Meals Expense   300.00                                    300.00                                                       ‐                     20‐5533‐57‐00                            Mileage Expense                1,500.00                                 1,500.00                                                    ‐                     20‐5536‐57‐00                            Training/Seminars              1,100.00                                 1,100.00                                                    ‐                     20‐7147‐57‐00                            Transfer to GF                 80,200.00                             80,200.00                  33,416.65        6,683.33          41.67                 Subtotal object ‐ 0  972,042.00                           972,042.00                362,142.06      87,023.38        37.26                Program number:                                      972,042.00                           972,042.00                362,142.06      87,023.38        37.26                Department number:   57  Utility Billing Department     972,042.00                           972,042.00                362,142.06      87,023.38        37.26                                Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 9,277,338.00         3,000,000.00       12,277,338.00           3,447,059.69  1,337,875.46  28.08                Fund number:   20  Water/Sewer                    301,888.00            3,000,000.00       3,301,888.00             112,341.82      746,748.57     3.40                   30‐4105‐10‐00                            Property Taxes ‐Delinquent     (30,000.00)                            (30,000.00)                 (71,237.02)       (41,085.61)      237.46               30‐4110‐10‐00                            Property Taxes ‐Current        (2,763,240.00)                       (2,763,240.00)           (2,941,986.58) (402,373.52)    106.47               30‐4115‐10‐00                            Taxes ‐Penalties               (18,000.00)                            (18,000.00)                 (17,643.97)       (11,305.75)      98.02                 30‐4610‐10‐00                            Interest Income                (12,000.00)                            (12,000.00)                 (5,124.42)         (2,230.80)        42.70                 Subtotal object ‐ 0  (2,823,240.00)                       (2,823,240.00)           (3,035,991.99) (456,995.68)    107.54              Program number:                                      (2,823,240.00)                       (2,823,240.00)           (3,035,991.99) (456,995.68)    107.54              Department number:   10  Administrative                 (2,823,240.00)                       (2,823,240.00)           (3,035,991.99) (456,995.68)    107.54                              Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (2,823,240.00)                       (2,823,240.00)           (3,035,991.99) (456,995.68)    107.54               30‐6186‐10‐00                            2013 GO Ref Bond               282,672.22                           282,672.22                77,722.23        77,722.23        27.50                 30‐6191‐10‐00                            2010 Tax Note Payment          365,166.25                            365,166.25                356,247.50      356,247.50     97.56                 30‐6192‐10‐00                            2011 Ref Bond Pmt              177,791.00                           177,791.00                172,599.13      172,599.13     97.08                 30‐6193‐10‐00                            2012 GO Bond Payment           112,412.50                           112,412.50                56,206.25        56,206.25        50.00                 30‐6197‐10‐00                            2004 CO Bond Payment           329,992.00                           329,992.00                60,496.00        60,496.00        18.33                 30‐6198‐10‐00                            2006 Bond Payment              455,033.00                           455,033.00                95,516.41        95,516.41        20.99                 30‐6199‐10‐00                            2008 CO Bond Payment           1,078,313.00                        1,078,313.00             773,820.00      773,820.00     71.76                 30‐6200‐10‐00                            Bond Administrative Fees       20,000.00                             20,000.00                  (36,577.52)       400.00             #######  Subtotal object ‐ 0  2,821,379.97                        2,821,379.97             1,556,030.00  1,593,007.52  55.15                Program number:                                      2,821,379.97                        2,821,379.97             1,556,030.00  1,593,007.52  55.15                Department number:   10  Administrative                 2,821,379.97                        2,821,379.97             1,556,030.00  1,593,007.52  55.15                                Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 2,821,379.97                        2,821,379.97             1,556,030.00  1,593,007.52  55.15                Fund number:   30  Interest and Sinking           (1,860.03)                              (1,860.03)                   (1,479,961.99) 1,136,011.84  #######  40‐4100‐10‐00                            Charges for Services           (30,000.00)                            (30,000.00)                                                ‐                     40‐4610‐10‐00                            Interest Income                (500.00)                                   (500.00)                      (263.35)            (45.38)              52.67                 40‐4995‐10‐00                            Transfer In                    (19,160.00)                            (19,160.00)                                                ‐                     Subtotal object ‐ 0  (49,660.00)                            (49,660.00)                 (263.35)            (45.38)              0.53                  Program number:                                      (49,660.00)                            (49,660.00)                 (263.35)            (45.38)              0.53                  Department number:   10  General Fund                   (49,660.00)                            (49,660.00)                 (263.35)            (45.38)              0.53                                 Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (49,660.00)                            (49,660.00)                 (263.35)            (45.38)              0.53                   40‐5160‐10‐00                            MERP H & D Expense ‐ GF        49,000.00                             49,000.00                  14,672.68        5,600.01          29.94                 Subtotal object ‐ 0  49,000.00                             49,000.00                  14,672.68        5,600.01          29.94                Program number:                                      49,000.00                             49,000.00                  14,672.68        5,600.01          29.94                34 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                           Department number:   10  General Fund                   49,000.00                             49,000.00                  14,672.68        5,600.01          29.94                                Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 49,000.00                             49,000.00                  14,672.68        5,600.01          29.94                Fund number:   40  Internal Service Fund          (660.00)                                   (660.00)                      14,409.33        5,554.63          #######  45‐4001‐10‐00                            Storm Drainage Utility Fee     (228,800.00)                          (228,800.00)              (100,320.09)    (20,245.76)      43.85                 45‐4610‐10‐00                            Interest Storm Utility         (1,600.00)                              (1,600.00)                   (686.70)            (132.96)            42.92                 Subtotal object ‐ 0  (230,400.00)                          (230,400.00)              (101,006.79)    (20,378.72)      43.84                Program number:                                      (230,400.00)                          (230,400.00)              (101,006.79)    (20,378.72)      43.84                Department number:   10  Administration                 (230,400.00)                          (230,400.00)              (101,006.79)    (20,378.72)      43.84                               Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (230,400.00)                          (230,400.00)              (101,006.79)    (20,378.72)      43.84                 45‐5110‐10‐00                            Salaries                       28,514.00                             28,514.00                  10,709.28        2,193.60          37.56                 45‐5115‐10‐00                            Salaries‐Overtime              2,000.00                                 2,000.00                    901.31             305.86             45.07                 45‐5140‐10‐00                            Salaries‐Longevity Pay         195.00                                    195.00                                                       ‐                     45‐5145‐10‐00                            Social Security Expense        1,904.00                                 1,904.00                    720.78             155.20             37.86                 45‐5150‐10‐00                            Medicare Expense               445.00                                    445.00                       168.57             36.29               37.88                 45‐5155‐10‐00                            SUTA Expense                   31.00                                      31.00                          13.85                2.54                 44.68                 45‐5160‐10‐00                            Health Insurance               5,400.00                                 5,400.00                    1,470.28          305.12             27.23                 45‐5165‐10‐00                            Dental Expense                 360.00                                    360.00                                                        ‐                     45‐5170‐10‐00                            Life Ins/AD&D                  64.00                                      64.00                          35.07                7.88                 54.80                 45‐5175‐10‐00                            Liability (TML) Workers Comp   39.00                                      39.00                          1,447.69                          #######  45‐5180‐10‐00                            TMRS Expense                   3,224.00                                 3,224.00                    1,247.07          272.20             38.68                 45‐5185‐10‐00                            Long Term/Short Term Disabilit 53.00                                      53.00                                                          ‐                     45‐5186‐10‐00                            WELLE‐Wellness Prog Reimb Empl 420.00                                    420.00                       155.75             35.00               37.08                 45‐5191‐10‐00                            Hiring Cost                    40.00                                      40.00                                                          ‐                     45‐5210‐10‐00                            Office Supplies                400.00                                    400.00                                                       ‐                     45‐5250‐10‐00                           Publications                   37.00                                      37.00                                                          ‐                     45‐5310‐10‐00                            Rental Expense                 7,800.00                                 7,800.00                                                    ‐                     45‐5320‐10‐00                            Repairs & Maiantenance         800.00                                    800.00                                                       ‐                     45‐5340‐10‐00                            Building Repairs               500.00                                    500.00                                                       ‐                     45‐5350‐10‐00                            Vehicle Expense                1,500.00                                 1,500.00                                                    ‐                     45‐5352‐10‐00                            Fuel                           2,000.00                                 2,000.00                    462.94             177.20             23.15                 45‐5353‐10‐00                            Oil/Grease/Inspections         400.00                                    400.00                                                       ‐                     45‐5400‐10‐00                            Uniforms                       1,700.00                                 1,700.00                    465.98                             27.41                 45‐5410‐10‐00                            Professional Services‐Storm Dr 5,000.00                                 5,000.00                    29,300.00        15,300.00        586.00               45‐5480‐10‐00                            Contract Services              38,000.00                             38,000.00                  13,674.00        13,674.00        35.98                 45‐5520‐10‐00                            Telephones                     300.00                    350.00                  650.00                       139.76                             21.50                 45‐5521‐10‐00                            Cell Phone Expense             350.00                    (350.00)                                                                 ‐                     45‐5530‐10‐00                            Travel/Lodging/Meals Expense   200.00                                    200.00                                                       ‐                     45‐5536‐10‐00                            Training/Seminars              800.00                                    800.00                                                       ‐                     45‐5620‐10‐00                            Tools & Equipment              2,000.00                                 2,000.00                                                    ‐                     45‐5630‐10‐00                            Safety Equipment               1,500.00                                 1,500.00                    170.99                             11.40                 45‐5640‐10‐00                            Signs & Hardware               600.00                                    600.00                                                       ‐                     45‐5650‐10‐00                            Maintenance Materials          4,000.00                                 4,000.00                    982.29                             24.56                35 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            45‐6140‐10‐00                            Capital Expense‐Equipment      163,726.00                           163,726.00                                               ‐                     45‐6193‐10‐00                            2012 CO Bond Payment           106,918.00                           106,918.00                                               ‐                     45‐7143‐10‐00                            Transfer to Internal Serv. Fd  240.00                                    240.00                                                       ‐                     45‐7147‐10‐00                            Transfer to GF                 12,540.00                             12,540.00                  5,225.00          1,045.00          41.67                 Subtotal object ‐ 0  394,000.00                           394,000.00                67,290.61        33,509.89        17.08                Program number:                                      394,000.00                           394,000.00                67,290.61        33,509.89        17.08                Department number:   10  Administration                 394,000.00                           394,000.00                67,290.61        33,509.89        17.08                                Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 394,000.00                           394,000.00                67,290.61        33,509.89        17.08                Fund number:   45  Storm Drainage Utility Fund    163,600.00                           163,600.00                (33,716.18)       13,131.17        (20.61)                60‐4045‐60‐00                            Park Dedication‐Fees           (100,000.00)                          (100,000.00)                                             ‐                     60‐4055‐60‐00                            Park Improvement               (200,000.00)                          (200,000.00)              (100,000.00)                   50.00                 60‐4530‐60‐00                            Contributions                                                                 (17,500.00)                      ‐                     60‐4615‐60‐00                            Interest‐Park Dedication       (1,200.00)                              (1,200.00)                   (807.81)            (157.25)            67.32                 60‐4620‐60‐00                            Interest‐Park Improvements     (350.00)                                   (350.00)                      (303.60)            (54.15)              86.74                 Subtotal object ‐ 0  (301,550.00)                          (301,550.00)              (118,611.41)    (211.40)            39.33                Program number:                                      (301,550.00)                          (301,550.00)              (118,611.41)    (211.40)            39.33                Department number:   60  Parks and Recreation           (301,550.00)                          (301,550.00)              (118,611.41)    (211.40)            39.33                               Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (301,550.00)                          (301,550.00)              (118,611.41)    (211.40)            39.33                 60‐5290‐60‐00                            Miscellaneous Expense                                                         42,459.36                       ‐                     60‐5410‐60‐00                            Professional Services‐Pk Ded                                                  13,940.34        1,846.51           ‐                     60‐5411‐60‐00                            Professional Services‐Pk Imp   20,000.00                             20,000.00                                                 ‐                     60‐6120‐60‐00                            Capital Exp‐Pk Improvements    30,000.00                             30,000.00                  8,500.00                          28.33                 60‐6140‐60‐00                            Capital Exp‐Pk Dedication      650,000.00                           650,000.00                                               ‐                     Subtotal object ‐ 0  700,000.00                           700,000.00                64,899.70        1,846.51          9.27                  Program number:                                      700,000.00                           700,000.00                64,899.70        1,846.51          9.27                  Department number:   60  Parks and Recreation           700,000.00                           700,000.00                64,899.70        1,846.51          9.27                                  Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 700,000.00                           700,000.00                64,899.70        1,846.51          9.27                  Fund number:   60  Parks & Recreation Fund        398,450.00                           398,450.00                (53,711.71)       1,635.11          (13.48)                65‐4015‐99‐00                            Impact Fees ‐Water             (800,000.00)                          (800,000.00)              (578,565.00)    (137,297.00)    72.32                 65‐4020‐99‐00                            Impact Fees ‐Sewer             (700,000.00)                          (700,000.00)              (175,922.25)    (33,397.75)      25.13                 65‐4040‐99‐00                            Thoroughfare Impact Fees       (1,100,000.00)                       (1,100,000.00)           (579,509.75)    (193,358.15)    52.68                 65‐4041‐99‐00                            West Thorfare Imp. Fees Rev                                                     (90,131.00)       (3,727.00)         ‐                     65‐4615‐99‐00                            Interest‐Water Impact Fee      (4,000.00)                              (4,000.00)                   (1,787.90)         (371.43)            44.70                 65‐4620‐99‐00                            Interest‐Sewer Impact Fee      (4,000.00)                              (4,000.00)                   (818.86)            (173.83)            20.47                 65‐4640‐99‐00                            Interest‐Thorfare Imp Fee      (12,000.00)                            (12,000.00)                 (1,634.55)         (363.32)            13.62                 65‐4641‐99‐00                            Interest‐West Thorfare imp fee                                                 (612.30)            (129.15)            ‐                     Subtotal object ‐ 0  (2,620,000.00)                       (2,620,000.00)           (1,428,981.61) (368,817.63)    54.54                Program number:                                      (2,620,000.00)                       (2,620,000.00)           (1,428,981.61) (368,817.63)    54.54                Department number:   99  Impact Fees                    (2,620,000.00)                       (2,620,000.00)           (1,428,981.61) (368,817.63)    54.54                                Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (2,620,000.00)                       (2,620,000.00)           (1,428,981.61) (368,817.63)    54.54                 65‐5415‐99‐00                            Professional Serv‐Water Imp Fe 1,220,000.00                        1,220,000.00             69,836.29        16,136.98        5.72                   65‐5420‐99‐00                            Professional Serv‐Sewer Imp Fe 255,000.00                           255,000.00                                               ‐                    36 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            65‐5440‐99‐00                            Professional Serv‐Thorfare Imp 60,000.00                             60,000.00                                                 ‐                     65‐6115‐99‐00                            Capital Expenditure‐Water                                                     422,396.85                     ‐                     65‐6140‐99‐00                            Capital Expenditure‐Thorofare                                                 278,794.00      278,794.00     ‐                     65‐7144‐99‐00                            Transfer to Capital Proj Fund  300,000.00                           300,000.00                                               ‐                     Subtotal object ‐ 0  1,835,000.00                        1,835,000.00             771,027.14      294,930.98     42.02                Program number:                                      1,835,000.00                        1,835,000.00             771,027.14      294,930.98     42.02                Department number:   99  Impact Fees                    1,835,000.00                        1,835,000.00             771,027.14      294,930.98     42.02                                Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 1,835,000.00                        1,835,000.00             771,027.14      294,930.98     42.02                Fund number:   65  Impact Fees                    (785,000.00)                          (785,000.00)              (657,954.47)    (73,886.65)      83.82                 67‐4530‐10‐00                            Police Donation Inc            (16,000.00)                            (16,000.00)                 (8,935.00)         (775.00)            55.84                 67‐4531‐10‐00                            Fire Dept‐Donation Inc         (12,000.00)                            (12,000.00)                 (5,082.00)         (790.00)            42.35                 67‐4532‐10‐00                            Safety Fair Donations          (2,000.00)                              (2,000.00)                                                  ‐                     67‐4535‐10‐00                           Child Safety Inc               (9,000.00)                              (9,000.00)                   (5,863.07)                        65.15                 67‐4536‐10‐00                            Court Security Revenue         (2,900.00)                              (2,900.00)                   (1,912.53)         (462.10)            65.95                 67‐4537‐10‐00                            Technology Fd Revenue          (4,000.00)                              (4,000.00)                   (2,551.98)         (616.14)            63.80                 67‐4610‐10‐00                            Interest Income                                                               (1,890.92)         (285.00)            ‐                     67‐4721‐10‐00                            Country Xmas Donations         (10,000.00)                            (10,000.00)                 (17,951.00)                      179.51               67‐4761‐10‐00                            Tree Mitigation Revenue                                                       (14,175.00)                      ‐                     67‐4915‐10‐00                            Escrow Income                                                                 (70,102.68)       (9,915.40)        ‐                     67‐4916‐10‐00                            Cash Seizure Forfeit‐PD        (500.00)                                   (500.00)                      (3,250.00)                        650.00               Subtotal object ‐ 0  (56,400.00)                            (56,400.00)                 (131,714.18)    (12,843.64)      233.54              Program number:                                      (56,400.00)                            (56,400.00)                 (131,714.18)    (12,843.64)      233.54              Department number:   10  Administrative                 (56,400.00)                            (56,400.00)                 (131,714.18)    (12,843.64)      233.54                              Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (56,400.00)                             (56,400.00)                 (131,714.18)    (12,843.64)      233.54               67‐5202‐10‐00                            Country Xmas Expense           10,000.00                             10,000.00                  10,001.30                       100.01               67‐5203‐10‐00                            Court Technology Expense       12,200.00                             12,200.00                  3,571.33                          29.27                 67‐5204‐10‐00                            Court Security Expense         2,500.00                                 2,500.00                    340.00             68.00               13.60                 67‐5205‐10‐00                            Police Donation Exp            8,000.00                                 8,000.00                    4,000.00                          50.00                 67‐5206‐10‐00                            Fire Dept Donation Exp         8,000.00                                 8,000.00                    2,374.99                          29.69                 67‐5207‐10‐00                            Health & Safety Fair Exp       1,500.00                                 1,500.00                                                    ‐                     67‐5208‐10‐00                            Child Safety Expense           1,000.00                                 1,000.00                    617.00             617.00             61.70                 67‐5209‐10‐00                            Escrow Expense                 15,500.00                             15,500.00                  182,024.45                      #######  67‐5216‐10‐00                            Volunteer Per Diem Expense                                                    310.00             50.00               ‐                     67‐5291‐10‐00                            Special Operations             500.00                                    500.00                                                       ‐                     67‐5292‐10‐00                            PD Seizure Expense                                                            200.00                             ‐                     Subtotal object ‐ 0  59,200.00                             59,200.00                  203,439.07      735.00             343.65              Program number:                                      59,200.00                             59,200.00                  203,439.07      735.00             343.65              Department number:   10  Administrative                 59,200.00                             59,200.00                  203,439.07      735.00             343.65                              Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 59,200.00                             59,200.00                  203,439.07      735.00             343.65              Fund number:   67  Special Revenue‐Donations      2,800.00                                 2,800.00                    71,724.89        (12,108.64)      #######  73‐5160‐10‐00                            Health Insurance                                                              21.32                                ‐                     Subtotal object ‐ 0                                                 21.32                                ‐                    37 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                           Program number:                                                                                     21.32                                ‐                    Department number:   10  Administration                                                                21.32                                ‐                                   Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐                                                 21.32                                ‐                    Fund number:   73  Empl'ee Health Trust Fund                                                     21.32                                ‐                     75‐4530‐10‐00                            Contributions                                                                 (105,000.00)                   ‐                     75‐4611‐10‐00                            Interest‐2004 Bond             (1,000.00)                              (1,000.00)                   (835.51)            (153.94)            83.55                 75‐4612‐10‐00                            Interest‐2006 Bond             (1,000.00)                              (1,000.00)                   (126.21)            (20.42)              12.62                 75‐4613‐10‐00                           Interest 2008 Bond             (1,000.00)                              (1,000.00)                   (7,110.85)         (1,037.02)        711.09               75‐4615‐10‐00                            Interest‐2011 Refd Bond        (70.00)                                     (70.00)                                                        ‐                     75‐4616‐10‐00                            Interest 2012 GO Bond          (5,000.00)                              (5,000.00)                   (4,524.02)         (676.92)            90.48                 75‐4999‐10‐00                            Bond Proceeds                  (1,965,000.00)                       (1,965,000.00)                                          ‐                     Subtotal object ‐ 0  (1,973,070.00)                       (1,973,070.00)           (117,596.59)    (1,888.30)        5.96                  Program number:                                      (1,973,070.00)                       (1,973,070.00)           (117,596.59)    (1,888.30)        5.96                  Department number:   10  Capital Projects               (1,973,070.00)                       (1,973,070.00)           (117,596.59)    (1,888.30)        5.96                                  Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (1,973,070.00)                       (1,973,070.00)           (117,596.59)    (1,888.30)        5.96                   75‐5110‐10‐00                            Salaries & Wages               92,820.00                             92,820.00                  33,636.96        6,793.60          36.24                 75‐5140‐10‐00                            Salaries ‐ Longevity           459.00                                    459.00                                                       ‐                     75‐5141‐10‐00                            Salary ‐ Incentive             300.00                                    300.00                                                       ‐                     75‐5145‐10‐00                            Social Security Expense        5,802.00                                 5,802.00                    2,018.90          404.56             34.80                 75‐5150‐10‐00                            Medicare Expense               1,357.00                                 1,357.00                    472.16             94.62               34.79                 75‐5155‐10‐00                            SUTA Expense                   93.00                                      93.00                          (243.00)            2.20                 #######  75‐5160‐10‐00                            Health Insurance               5,400.00                                 5,400.00                    1,985.76          567.36             36.77                 75‐5165‐10‐00                            Dental Insurance               360.00                                    360.00                       96.56                24.14               26.82                 75‐5170‐10‐00                            Life Insurance/AD&D            114.00                                    114.00                       35.07                7.88                 30.76                 75‐5175‐10‐00                            Liability (TML) Workers' Comp  118.00                                    118.00                       145.67                             123.45               75‐5180‐10‐00                            TMRS Expense                   9,826.00                                 9,826.00                    3,564.49          729.64             36.28                 75‐5185‐10‐00                            Long Term/Short Term Disabilit 173.00                                    173.00                                                       ‐                     75‐5186‐10‐00                            WELLE‐Wellness Prog Reimb‐Empl 420.00                                    420.00                                                       ‐                     75‐5412‐10‐00                            Professional Serv‐2006 Bond                                                   13,177.50                       ‐                     75‐5419‐10‐00                            Professional Services                                                         9,090.00          90.00                ‐                     75‐5520‐10‐00                            Telephone Expense                                                             219.36                             ‐                     75‐5533‐10‐00                            Mileage Expense                                                               2,672.20          1,015.05           ‐                     75‐6112‐10‐00                            Capital Expenditures‐2006 Bond                                                 3,411.25                          ‐                     75‐6113‐10‐00                            Capital Expenditure 2008 Bond                                                  1,573,407.99  153,535.50     ‐                     75‐6116‐10‐00                            Capital Expenditure ‐ WS Prjts                                                1,100.00                          ‐                     75‐6610‐10‐00                            Construction                   4,662,758.00                        4,662,758.00                                            ‐                     Subtotal object ‐ 0  4,780,000.00                        4,780,000.00             1,644,790.87  163,264.55     34.41                Program number:                                      4,780,000.00                        4,780,000.00             1,644,790.87  163,264.55     34.41                Department number:   10  Capital Projects               4,780,000.00                        4,780,000.00             1,644,790.87  163,264.55     34.41                                Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 4,780,000.00                        4,780,000.00             1,644,790.87  163,264.55     34.41                Fund number:   75  Capital Projects               2,806,930.00                        2,806,930.00             1,527,194.28  161,376.25     54.41                 76‐4610‐10‐00                            Interest Income                (50,000.00)                            (50,000.00)                 (15,567.73)       (2,734.86)        31.14                38 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            76‐4999‐10‐00                            Bond Proceeds                  (1,000,000.00)                       (1,000,000.00)                                          ‐                     Subtotal object ‐ 0  (1,050,000.00)                       (1,050,000.00)           (15,567.73)       (2,734.86)        1.48                  Program number:                                      (1,050,000.00)                       (1,050,000.00)           (15,567.73)       (2,734.86)        1.48                  Department number:   10  Capital Projects‐W/S           (1,050,000.00)                       (1,050,000.00)           (15,567.73)       (2,734.86)        1.48                                  Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (1,050,000.00)                       (1,050,000.00)           (15,567.73)       (2,734.86)        1.48                   76‐6610‐10‐00                            Construction                   1,000,000.00                        1,000,000.00                                            ‐                     76‐6610‐10‐00‐1202‐WA                    Construction                                                                  156,150.82      84,150.82         ‐                     76‐6610‐10‐00‐1203‐SW                    Construction                                                                  2,409.72                          ‐                     76‐6610‐10‐00‐1203‐WA                    Construction                                                                  3,931.66                          ‐                     Subtotal object ‐ 0  1,000,000.00                        1,000,000.00             162,492.20      84,150.82        16.25                Program number:                                      1,000,000.00                        1,000,000.00             162,492.20      84,150.82        16.25                Department number:   10  Capital Projects‐W/S           1,000,000.00                        1,000,000.00             162,492.20      84,150.82        16.25                                Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 1,000,000.00                        1,000,000.00             162,492.20      84,150.82        16.25                Fund number:   76  Capital Projects ‐ Water/Sewer (50,000.00)                            (50,000.00)                 146,924.47      81,415.96        #######  80‐4120‐65‐00                            Sales Taxes ‐ EDC              (675,000.00)                          (675,000.00)              (353,175.90)    (70,146.94)      52.32                 80‐4610‐65‐00                            Interest Income                (12,000.00)                            (12,000.00)                 (8,617.78)         (1,563.04)        71.82                 80‐4910‐65‐00                            Other Revenue                                                                 (4,542.32)         (3,000.00)        ‐                     Subtotal object ‐ 0  (687,000.00)                          (687,000.00)              (366,336.00)    (74,709.98)      53.32                Program number:                                      (687,000.00)                          (687,000.00)              (366,336.00)    (74,709.98)      53.32                Department number:   65  Economic Development           (687,000.00)                          (687,000.00)              (366,336.00)    (74,709.98)      53.32                               Revenue                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ (687,000.00)                          (687,000.00)              (366,336.00)    (74,709.98)      53.32                 80‐5110‐65‐00                            Salaries & Wages               229,000.00                           229,000.00                86,815.97        17,538.58        37.91                 80‐5115‐65‐00                            Salaries ‐ Overtime                                                           31.97                13.70               ‐                     80‐5140‐65‐00                            Salaries ‐ Longevity Pay       260.00                                    260.00                       65.00                                25.00                 80‐5142‐65‐00                            Car Allowance                  6,000.00                                 6,000.00                    2,284.63          461.54             38.08                 80‐5143‐65‐00                            Cell Phone Allowance                           3,510.00               3,510.00                    2,250.00          180.00             64.10                 80‐5145‐65‐00                            Social Security Expense        14,570.00                             14,570.00                  4,139.92          1,090.89          28.41                 80‐5150‐65‐00                            Medicare Expense               3,410.00                                 3,410.00                    1,259.35          255.14             36.93                 80‐5155‐65‐00                            SUTA Expense                   27.00                      823.00                  850.00                       (210.36)            7.32                 (24.75)                80‐5160‐65‐00                            Health Insurance               11,160.00                             11,160.00                  6,292.13          1,338.12          56.38                 80‐5165‐65‐00                            Dental Insurance               900.00                                    900.00                       322.27             72.42               35.81                 80‐5170‐65‐00                            Life Insurance/AD&D            25.00                      275.00                  300.00                       140.35             31.54               46.78                 80‐5175‐65‐00                            Liability (TML) Workers' Comp  500.00                    500.00                  1,000.00                    509.63                             50.96                 80‐5176‐65‐00                            TML Prop. & Liab Insurance     1,000.00                 (237.00)                 763.00                       763.10                             100.01               80‐5180‐65‐00                            TMRS Expense                   24,675.00                             24,675.00                  9,520.40          1,961.54          38.58                 80‐5185‐65‐00                            Long Term/Short Term Disabilit 564.00                                    564.00                       174.80                             30.99                 80‐5186‐65‐00                            WELLE‐Wellness Prog Reimb‐Empl                                                  278.25             70.00                ‐                     80‐5189‐65‐00                            Administrative Fees            2,400.00                                 2,400.00                    1,000.00          200.00             41.67                 80‐5190‐65‐00                            Contract Labor                 4,500.00                                 4,500.00                    935.00             170.00             20.78                 80‐5191‐65‐00                            Hiring Cost                    300.00                                    300.00                       40.00                                13.33                 80‐5210‐65‐00                            Office Supplies                2,000.00                                 2,000.00                    849.72             185.51             42.49                 80‐5212‐65‐00                            Building Supplies              500.00                                    500.00                                                       ‐                    39 of 404c TOWN OF PROSPER, TEXASMONTHLY FINANCIAL REPORT‐‐ALL FUNDSFEBRUARY 2014 Account Number  Description Current         Current           Currrent        Current         Current         Percent YTD      Year            Year              Year            YTD             Month           %                Adopted Budget  Amendments        Amended Budget  Actual          Actual                            80‐5220‐65‐00                            Office Equipment               3,500.00                                 3,500.00                    69.49                48.99               1.99                   80‐5230‐65‐00                            Dues,Fees,& Subscriptions      4,700.00                                 4,700.00                    3,565.32          163.99             75.86                 80‐5240‐65‐00                            Postage and Delivery           2,000.00                                 2,000.00                    266.80             266.80             13.34                 80‐5265‐65‐00                            Promotional Expense            35,000.00                             35,000.00                  27,564.93        2,656.82          78.76                 80‐5280‐65‐00                            Printing and Reproduction      2,000.00                                 2,000.00                    1,430.23          466.64             71.51                 80‐5305‐65‐00                            Chapt 380 Program Grant Exp                                                    5,329.00                          ‐                     80‐5310‐65‐00                            Rental Expense                 30,000.00                             30,000.00                  14,482.00        4,846.40          48.27                 80‐5330‐65‐00                            Copier Expense                 3,500.00                                 3,500.00                    792.88                             22.65                 80‐5340‐65‐00                            Building Repairs               200.00                                    200.00                                                        ‐                     80‐5410‐65‐00                            Professional Services          10,000.00              (1,361.00)              8,639.00                    2,673.25                          30.94                 80‐5412‐65‐00                            Audit Fees                     1,500.00                                 1,500.00                                                    ‐                     80‐5418‐65‐00                            IT Fees                        4,500.00                                 4,500.00                    997.57             357.00             22.17                 80‐5430‐65‐00                            Legal Fees                     15,000.00                             15,000.00                  640.00                             4.27                   80‐5480‐65‐00                            Contracted Services            1,300.00                                 1,300.00                                                    ‐                     80‐5520‐65‐00                            Telephones                     4,500.00                 (310.00)                 4,190.00                    2,423.66          484.85             57.84                 80‐5521‐65‐00                            Cell Phone Expense             3,200.00                 (3,200.00)                                                                ‐                     80‐5524‐65‐00                            Gas‐Building                   350.00                                    350.00                       129.28                             36.94                 80‐5525‐65‐00                            Electricity                    2,000.00                                 2,000.00                    679.88                             33.99                 80‐5526‐65‐00                            Water                          400.00                                    400.00                       170.42                             42.61                 80‐5530‐65‐00                            Travel/Lodging/Meals Expense   10,000.00                             10,000.00                  5,231.75          1,883.81          52.32                 80‐5531‐65‐00                            Prospect Mtgs/Business Meals   5,000.00                                 5,000.00                    724.90             274.28             14.50                 80‐5533‐65‐00                            Mileage Expense                2,300.00                                 2,300.00                    677.51             275.68             29.46                 80‐5536‐65‐00                            Training/Seminars              5,000.00                                 5,000.00                    1,385.00                          27.70                 80‐6015‐65‐00                            Project Incentives             100,000.00                           100,000.00                55,000.00                       55.00                 Subtotal object ‐ 0  547,741.00                           547,741.00                241,696.00      35,301.56        44.13                Program number:                                      547,741.00                           547,741.00                241,696.00      35,301.56        44.13                Department number:   65  Economic Development           547,741.00                           547,741.00                241,696.00      35,301.56        44.13                                Expense                        Subtotal ‐ ‐ ‐ ‐ ‐ ‐ 547,741.00                           547,741.00                241,696.00      35,301.56        44.13                Fund number:   80  Economic Development Corporati (139,259.00)                           (139,259.00)              (124,640.00)    (39,408.42)      89.50                40 of 404c Page 1 of 2 To: Mayor and Town Council From: Gary R. McHone, Assistant Chief of Police Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Discuss and act upon an ordinance amending Article 12.04 of the Code of Ordinances related to concrete trucks and leakage of concrete. Description of Agenda Item: This ordinance amendment is to ensure that the residents and visitors of the Town of Prosper are safe when driving upon the streets and roadways in the Town, and that when driving, residents and visitors are not subject to any personal injury or property damage associated with spillage of concrete from concrete trucks traveling in the Town. Section 51.072 of the Texas Local Government Code provides that the Town has the full power of local self-government and consequently, the Town may adopt any ordinance that is necessary for the government, interest, welfare or good order of the Town. Therefore an ordinance relative to the safety of concrete trucks operating in the Town will promote the public health, safety and welfare of the citizens of the Town. With the approval of this amendment it shall be unlawful to operate any ready-mix concrete truck along the public roads within the Town unless such truck is equipped with a chute enclosure, or some other mechanism, which precludes the leakage of concrete and other debris from leaking or escaping from the truck while travelling through or within the Town. The chute enclosure must meet the following requirements: (1) it must be 100% effective in keeping debris from coming out of the chute when the device is engaged; (2) it must open and close, and lock and unlock, automatically when the flop chute is lowered or raised; (3) it shall have no parts which may become clogged with concrete; (4) the chute must be configured in such manner that no debris shall be able to escape and fall from the chute while the truck is travelling; (5) it shall have reflective material on it so that it is clearly visible at night; and (6) it shall be permanently attached to the chute of each truck.” Prosper is a place where everyone matters. POLICE 4d Page 2 of 2 Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., prepared the attached Ordinance. Attached Documents: 1. Ordinance Town Staff Recommendation: Staff recommends that the Town Council adopt an ordinance amending Article 12.04 of the Code of Ordinances related to concrete trucks and leakage of concrete. Proposed Motion: I make a motion to adopt an ordinance amending Article 12.04 of the Code of Ordinances related to concrete trucks and leakage of concrete. 4d TOWN OF PROSPER, TEXAS ORDINANCE NO. 14-__ AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, AMENDING ARTICLE 12.04, “OPERATION OF VEHICLES,” OF CHAPTER 12, “TRAFFIC AND VEHICLES,” BY ADDING A NEW SECTION 12.04.005, ENTITLED “CONCRETE TRUCKS AND LEAKAGE OF CONCRETE”; MAKING FINDINGS RELATED THERETO; PROVIDING A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING REPEALING, SAVINGS AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, it is the desire of the Town Council to ensure that its citizens, residents and visitors are safe when driving upon the streets and roadways in the Town, and that when driving, residents and visitors are not subject to any personal injury or property damage associated with spillage of concrete from concrete trucks traveling in the Town; and WHEREAS, Section 51.072 of the Texas Local Government Code provides that the Town has the full power of local self-government and consequently, the Town may adopt any ordinance that is necessary for the government, interest, welfare or good order of the Town; and WHEREAS, the Town Council has determined that an ordinance relative to the safety of concrete trucks operating in the Town will promote the public health, safety and welfare of the citizens of the Town. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 The findings set forth above are hereby found to be true and correct and are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 From and after the effective date of this Ordinance, Article 12.04, “Operation of Vehicles,” of Chapter 12, “Traffic and Vehicles,” of the Code of Ordinances is hereby amended by adding a new Section 12.04.005 to read as follows: “Sec. 12.04.005 Concrete Trucks and Leakage of Concrete It shall be unlawful to operate any ready-mix concrete truck along the public roads within the Town unless such truck is equipped with a chute enclosure, or some other mechanism, which precludes the leakage of concrete and other debris from leaking or escaping from the truck while travelling through or within the Town. The chute enclosure must meet the following requirements: (1) it must be 100% effective in keeping debris from coming out of the chute when the device is engaged; 4d Ordinance No. 14-__, Page No. 2 of 3 (2) it must open and close, and lock and unlock, automatically when the flop chute is lowered or raised; (3) it shall have no parts which may become clogged with concrete; (4) the chute must be configured in such manner that no debris shall be able to escape and fall from the chute while the truck is travelling; (5) it shall have reflective material on it so that it is clearly visible at night; and (6) it shall be permanently attached to the chute of each truck.” SECTION 3 All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the repeal prevent a prosecution from being commenced for any violation if occurring prior to the repeal of the ordinance. Any remaining portion of conflicting ordinances shall remain in full force and effect. SECTION 4 If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be unconstitutional or invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The Town hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, and phrases be declared unconstitutional. SECTION 5 Any person, firm, corporation or business entity violating this Ordinance shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be subject to a fine not to exceed the sum of Five Hundred Dollars ($500.00), and each and every day such violation shall continue shall constitute a separate offense. SECTION 6 This Ordinance shall become effective from and after its adoption and publication as required by law. 4d Ordinance No. 14-__, Page No. 3 of 3 DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 25TH DAY OF FEBRUARY, 2014. ___________________________________ Ray Smith, Mayor ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney 4d Page 1 of 1 To: Mayor and Town Council From: Chris Copple, AICP, Director of Development Services Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon an ordinance amending Article 4.09 of the Code of Ordinances (Special Events and Temporary Outdoor Seasonal Sales). Description of Agenda Item: On November 14, 2006, the Town Council adopted an ordinance establishing regulations for Special Events and Temporary Outdoor Seasonal Sales. Town staff has drafted an ordinance amending Article 4.09 of the Code of Ordinances (Special Events and Temporary Outdoor Seasonal Sales). The amendment waives the special event permit fee, deposit, and proof of liability insurance requirements for non-profit or tax-exempt entities or organizations and governmental entities. These tax-exempt entities or organizations include the Prosper Independent School District and religious institutions. Other cities in the surrounding area allow for Town staff to waive the special event permit fee, deposit, and/or proof of liability insurance requirements for non-profit or tax-exempt entities or organizations and governmental entities. Budget Impact: Town staff anticipates approximately $1,000 less revenue in FY13-14 from special event permits with the approval of this Ordinance. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the Ordinance as to form and legality. Attached Documents: 1. Ordinance. 2. Article 4.09 of the Code of Ordinances (Special Events and Temporary Outdoor Seasonal Sales) Town Staff Recommendation: Town staff recommends the Town Council approve an ordinance amending Article 4.09 of the Code of Ordinances (Special Events and Temporary Outdoor Seasonal Sales). Proposed Motion: I move to approve an ordinance amending Article 4.09 of the Code of Ordinances (Special Events and Temporary Outdoor Seasonal Sales). Prosper is a place where everyone matters. DEVELOPMENT SERVICES 4e TOWN OF PROSPER, TEXAS ORDINANCE NO. 14-__ AN ORDINANCE AMENDING ARTICLE 4.09 (SPECIAL EVENTS AND TEMPORARY OUTDOOR SEASONAL SALES) OF THE TOWN OF PROSPER’S CODE OF ORDINANCES; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town Council of the Town of Prosper, Texas (the “Town Council”) has investigated and determined that Article 4.09 (Special Events and Temporary Outdoor Seasonal Sales) of the Code of Ordinances should be amended; and WHEREAS, the Town Council has further investigated into and determined that it will be advantageous and beneficial to Prosper and its inhabitants to amend Article 4.09 (Special Events and Temporary Outdoor Seasonal Sales) of the Code of Ordinances as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendment to Article 4.09 (Special Events and Temporary Outdoor Seasonal Sales) of the Code of Ordinances. Article 4.09 (Special Events and Temporary Outdoor Seasonal Sales), Section 4.09.004(2)(I) of the Code of Ordinances is amended as follows: (I) Proof of a liability insurance policy with minimum combined limits of one million dollars ($1,000,000). The Building Official shall require a certificate of insurance that shows such policy is in full force and effect prior to the commencement of the Temporary Outdoor Seasonal Sale or Special Event and provides that the Town shall receive notice of cancellation of the insurance coverage. Non-profit or tax-exempt entities or organizations and governmental entities are exempt from this requirement. SECTION 3 Amendment to Article 4.09 (Special Events and Temporary Outdoor Seasonal Sales) of the Code of Ordinances. Article 4.09 (Special Events and Temporary Outdoor Seasonal Sales), Section 4.09.007 (Fees) of the Code of Ordinances is amended as follows: 1. Temporary Outdoor Seasonal Sale or Special Event Permit is one hundred dollars ($100.00). The fee shall be waived for non-profit or tax-exempt entities or organizations and governmental entities. 2. The applicant shall provide a one thousand dollar ($1,000.00) deposit at the time of the permit application for clean up after the Temporary Outdoor Seasonal Sale or Special 4e Ordinance No. 14-__, Page 2 Event. If the applicant cleans up, satisfactory to the Town, within twenty-four (24) hours after the Temporary Outdoor Seasonal Sale or Special Event ends, the one thousand dollar ($1,000.00) deposit will be refunded to the applicant within fourteen (14) business days of the Temporary Outdoor Seasonal Sale or Special Event ending. The deposit shall be waived for non-profit or tax-exempt entities or organizations and governmental entities. SECTION 4 Penalty. Any person, firm, corporation or business entity violating this Ordinance or any provision of Prosper’s Zoning Ordinance No. 05-20, or as amended, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day’s violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal rights and remedies available to it pursuant to local, state and federal law. SECTION 5 Severability. Should any section, subsection, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. Prosper hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases be declared unconstitutional or invalid. SECTION 6 Savings/Repealing Clause. Prosper’s Zoning Ordinance No. 05-20 shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 7 Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 25TH DAY OF MARCH, 2014. ______________________________ Ray Smith, Mayor 4e Ordinance No. 14-__, Page 3 ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney 4e ARTICLE 4.09 SPECIAL EVENTS AND TEMPORARY OUTDOOR SEASONAL SALES Sec. 4.09.001 Definitions For the purpose of this article, the following terms, phrases, words and their derivation shall have the meaning given below: Ambient (background) sound pressure level. The all-encompassing sound associated with a given environment, being usually a composite of sounds from all sources, excluding the alleged offensive sound, at the location and approximate time at which a comparison with the alleged offensive sound is to be made. Ambient light. The general character and overall level of illumination in a particular area. Amplified sound. Music, speech or sound projected or transmitted by artificial means, including but not limited to, amplifiers, loud speakers, or any similar devices which emit sound distinctly discernible at a distance of more than one hundred feet (100') beyond the property line of the premises where the equipment is located. Building official. The town’s building official or his/her authorized designee. Carnival. A temporary event that is characterized by, among other things, mechanical rides, games of skill or chance, entertainment or food. Circus. A temporary entertainment event that is characterized by, among other things, the performance of acrobats, trained or exotic animals, or clowns. Concession. A temporary food establishment where food is offered to the public that operates for a period of no more than fourteen (14) consecutive days in conjunction with a single circus, carnival, special event, celebration or sales, seasonal or temporary. Exotic animal. Any nondomesticated animal, other than livestock, that is native to a foreign country or of foreign origin or character, is not native to the United States, or was introduced from abroad. The term “exotic animal” specifically includes, but is not limited to, animals such as lions, tigers, jackals, dingoes, leopards, elephants, pandas, camels, antelope, anteaters, kangaroos, chimpanzees, gorillas, orangutans, water buffalo, and species of foreign domestic livestock requiring state or federal permits. Nonprofit organization. Any organization registered with the state and recognized by the Internal Revenue Service under section 501(c) series rules. Public school district. The Prosper Independent School District (PISD). Religious institution. A use customarily associated with a building where persons regularly assemble for religious worship and which building, together with its accessory buildings and 4e uses, including the on-site housing of ministers, rabbis, priests, nuns and similar staff personnel, is maintained and controlled by a religious body organized to sustain public worship. Special event. An event or gathering that requires a temporary exception to otherwise applicable rules or requirements, including, but not limited to: (1) The temporary complete or partial closure of a public street; (2) The temporary closure or restriction of access to public property; (3) The temporary offer of merchandise, food, or beverages on public property or on private property where not otherwise permitted by the town or the applicable certificate of occupancy; (4) The temporary erection of a tent on public property or on private property where not otherwise permitted by the town or the applicable certificate of occupancy; (5) The temporary erection of a stage, band shell, portable building, grandstand, or bleachers on public property or on private property where not otherwise permitted by the town or the applicable certificate of occupancy; (6) The temporary use, for other than storage, of a trailer or van on public property or on private property where not otherwise permitted by the town or the applicable certificate of occupancy; (7) The temporary use of equipment to amplify and transmit sound, which exceeds ambient (background) sound pressure levels at the property lines; (8) The placement of portable toilets on public property or on private property where not otherwise permitted by the town or the applicable certificate of occupancy; or (9) Activities such as, among others, a carnival, circus, fireworks displays, runs, events not wholly contained on town parks or building sites or PISD. Temporary outdoor seasonal sales. The sale of, including but not limited to, firewood, nuts, pumpkins and gourds, wreaths, dried corn stalks, square hay bales, Christmas trees, Christmas tree ornaments and crafts, illuminated and nonilluminated Christmas, Halloween, patriotic, or Easter yard art and crafts, Valentine flowers, and Valentine-related gifts, crafts, yard art and similar seasonal products (seasonal products) by town, civic, school, philanthropic, religious, or other nonprofit organizations. All terminology used in this article, and not specifically defined above, shall retain its meaning in conformance with applicable publications of the American National Standards Institute (ANSI) or its successor body and/or the latest volume of Webster’s Collegiate Dictionary. 4e (Ordinance 06-122, sec. 2, adopted 11/14/06) Sec. 4.09.002 Temporary outdoor seasonal sales The following additional regulations shall apply to temporary outdoor seasonal sales: (1) Seasonal products may lawfully be sold during periods approved by the building official after the issuance of a permit referenced in section 4.09.004. (2) The sale of seasonal products shall not involve more than one tent or temporary building on a lot and no more than one motor home, recreational vehicle, travel trailer or similar vehicles for the sales operator’s use. If the applicant elects to install a temporary tent or temporary building, the applicant must meet all town requirements for said installation, as they exist or may be amended. (3) Local businesses and property owners within the town may grant permission to a person or entity eligible to receive a permit to hold a temporary outdoor seasonal sale on their parking lot or property. (4) Temporar y outdoor seasonal sales are not allowed on properties with a current residential use. (5) Off-street parking must be provided on site and be constructed of an approved all-weather surface, such as concrete, asphalt or gravel. Off-site or soft surface parking areas must have a parking plan submitted as part of the application process. (6) No required parking spaces, as set forth in applicable town articles may be used. (7) Livestock (i.e., equine, cattle, sheep, goats, lambs, pigs, etc.), fowl, rodents, reptiles, amphibians, or any other animal does not qualify for a temporary outdoor seasonal sale. (8) Temporary lighting and/or security lighting may be used at a temporary outdoor seasonal sale location. Electrical permits are required for temporary power and any other electrical installations at the premises. Electrical contractors must be a registered contractor with the town. Electrical work installed requires inspection by a town building inspector. Temporary lighting must meet the requirements of the town’s comprehensive zoning article, as it currently exists or may be amended. Any lights located on the premises may not flash, travel, blink, fade, move, or scroll. (9) Sales items, display areas, jump houses and/or any other related items in conjunction with the temporary outdoor seasonal sale may not block any fire lanes, fire hydrants, public access areas or means of egress pathways as determined by a town building inspector. 4e (10) Sidewalks and pedestrian access ramps are required to have a minimum of six (6) feet clearance at all times and meet the requirements of the Americans with Disabilities Act, as it currently exists or may be amended. (11) Written permission must be obtained from the property owner and must accompany the temporary outdoor seasonal sale permit application seeking a permit for the temporary use at the property. (12) If food and/or drinks are served, the applicant must meet any and all health requirements of the town, as they exist or may be amended. (13) Equipment used for a temporary outdoor seasonal sale shall comply with all ordinances of the town, as they currently exist or may be amended. (14) Proof of a current state sales tax permit must be submitted at time of application, if applicable. (Ordinance 06-122, sec. 3, adopted 11/14/06) Sec. 4.09.003 Special events The following additional regulations shall apply to a special event: (1) Special event requiring street closures or other participation from the town will be allowed only with the approval of the town manager or his/her designee. (2) Temporary lighting and/or security lighting may be used at a special event location. Electrical permits are required for temporary power and any other electrical installations at the premises. Electrical contractors must be a registered contractor with the town. Electrical work installed requires inspection by a town building inspector. Temporary lighting must meet the requirements of the town’s comprehensive zoning ordinance, as it currently exists or may be amended. Any lights located on the premises may not flash, travel, blink, fade, move, or scroll. (3) Any items used in conjunction with the special event may not block any fire lanes, fire hydrants, public access areas or means of egress pathways as determined by a town building inspector. (4) Sidewalks and pedestrian access ramps are required to have a minimum of six (6) feet clearance at all times and meet the requirements of the Americans with Disabilities Act, as it currently exists or may be amended. (5) Written permission must be obtained from the property owner and must accompany the special event permit application seeking a permit for the temporary use at the property. 4e (6) If food and/or drinks are served, the applicant must meet any and all health requirements of the town, as they exist or may be amended. (7) Equipment used for a special event shall comply with all ordinances of the town, as they currently exist or may be amended. (8) The following events are not considered a special event and are, therefore, exempt from this article: (A) Events which require the approval or sanctioning of, or are officially sponsored by, the town or PISD, and: (i) The event is wholly contained on a town park or building site or PISD property; (ii) The impact on traffic and surrounding neighborhoods was evaluated and found insignificant by the town police department before approval for the event was granted by the town or PISD; and (iii) The event conforms to the other general criteria of this article. (B) Private parties to which the public is not invited. (C) An event wholly contained on property specifically designed or suited for said event and which holds a certificate of occupancy for such use, including but not limited to, adequate parking. (D) Funeral processions. (Ordinance 06-122, sec. 4, adopted 11/14/06) Sec. 4.09.004 Permit requirements; additional regulations A permit for a temporary outdoor seasonal sale or special event permit may be issued by the building official subject to the following conditions: (1) Written application for a permit shall be provided on a form provided by the town and made no less than fifteen (15) business days prior to the date such temporary outdoor seasonal sale or special event shall commence operation. (2) The application for a permit shall contain the following: (A) Name, address, and telephone number of person, organization, or company conducting the temporary outdoor seasonal sale or special event. 4e (B) Requested date or dates and operating times of the temporary outdoor seasonal sale or special event. (C) A plan showing in detail the different component parts of the temporary outdoor seasonal sale or special event, including but not limited to, the shows, concessions, amusements, businesses, portable toilets and the location of each on the property, as well as any other details required by the town. (D) A written lease or agreement from the owner of such property stating permission to the applicant to operate the temporary outdoor seasonal sale or special event on said property. (E) Proposed location and size of parking area(s). (F) Location and quantity of solid waste disposal containers. Individual waste cans must be bagged and have a tight fitting lid. All waste, excluding cardboard boxes, disposed of in front or top loading dumpster containers must be bagged. (G) The approximate number of persons who are attending and, if applicable, the number and types of animals and vehicles that will constitute such event. If attendance is over five hundred (500) persons in any eight-hour period, town- approved security must be provided. The town police department requires one off-duty officer per five hundred people in attendance. If alcohol is served or is involved, than the requirement is two off-duty officers per five hundred people. (H) The location and orientation of loudspeakers or sound amplification devices, if any. (I) Proof of public liability insurance with minimum combined limits of one million dollars ($1,000,000.00). The building official shall require a certificate of insurance that shows that such policy is in full force and effect prior to commencement of the temporary outdoor seasonal sale or special event, lists the town as an additional insured, and provides that the town shall receive notice of cancellation of the insurance coverage. (J) Any other information that the town shall deem necessary under the standards for issuance. (Ordinance 06-122, sec. 5, adopted 11/14/06) (3) Safe and orderly movement of normal traffic shall not be substantially, as solely determined by the town, interrupted. The town may require the permit holder to provide additional signage for traffic control and safety-related issues. If any temporary outdoor seasonal sale or special event is located adjacent to a TXDOT- controlled road, a TXDOT sign permit must be obtained, and signs must be in place before a seasonal sale or event permit is issued. (The specific requirement for 4e TXDOT signs may be waived if staff determines that sufficient traffic-control measures are currently in place). The town police department will review the event traffic flow and parking plan and may require the event holder hire an off-duty officer to direct traffic. Those current fees, or as amended, are $35.00/hour with a four-hour minimum. During inclement weather (rain, storm, snow, extreme cold or heat) the fee is $40.00/hour. Any event that occurs on a recognized holiday is $45.00/hour with a four-hour minimum and $50.00/hour if the event occurs during inclement weather. (Ordinance 12-25 adopted 9/11/12) (4) The temporary use shall not impede the movement of any public safety equipment. (5) Waste from animals shall be removed and properly disposed of daily from the premises. Animals shall not be kept closer than three hundred feet (300') to any residence, commercial establishment or food establishment. (6) The application shall be reviewed and approved by the building official, police chief, fire chief, and director of public works, or designees of these individuals, for traffic control, security, fire, medical, safety, and other related issues. (7) The permit for a special event will be valid for a maximum period of seven (7) days. each temporary outdoor seasonal sale permit will be valid for a maximum of thirty-five (35) days during one period of four weeks before and one week after the Valentine’s Day, Halloween, Easter, or Christmas holidays. (8) All signs must conform with the town’s sign code except that signs adjacent to a TXDOT-controlled road will be limited to two (2) signs not to exceed twenty (20) square feet. (Ordinance 06-122, sec. 5, adopted 11/14/06) Sec. 4.09.005 Denial of permit A permit of a temporary outdoor seasonal sale or special event permit may be denied by the town if: (1) A permit has been granted for another temporary outdoor seasonal sale or special event at the same place and time; (2) The proposed temporary outdoor seasonal sale or special event will unreasonably, as solely determined by the town, disrupt the orderly flow of traffic and no reasonable, as solely determined by the town, means of rerouting traffic or otherwise meeting traffic needs is available; (3) The application is incomplete; 4e (4) The applicant fails to comply with or the proposed temporary outdoor seasonal sale or special event will violate a town code, ordinance, rule, regulation or other applicable law, unless the prohibited conduct or activity would be allowed under this article; (5) The applicant makes a false statement of material fact on an application for a temporary outdoor seasonal sale or special event permit; (6) The applicant has had a temporary outdoor seasonal sale or special event permit revoked within the preceding twelve (12) months or the applicant has committed two (2) or more violations of a condition of a provision of a temporary outdoor seasonal sale or special event permit or of this article within the preceding twelve (12) months; or (7) Solely determined by the town, the proposed temporary outdoor seasonal sale or special event would unduly burden town services or unreasonably disrupt the public order. (Ordinance 06-122, sec. 6, adopted 11/14/06) Sec. 4.09.006 Revocation of permit A permit of a temporary outdoor seasonal sale or special event permit may be revoked by the town if: (1) Applicant fails to comply with the temporary outdoor seasonal sale or special event violates a condition or a provision of the permit, an ordinance, rule or regulation of the town, or any other applicable law; (2) The permit holder made any false statements on an application for a temporary outdoor seasonal sale or special event permit; or (3) As solely determined by the town, the temporary outdoor seasonal sale or special event unduly burdens town services or unreasonably disrupts the public order. (Ordinance 06-122, sec. 7, adopted 11/14/06) Sec. 4.09.007 Fees The permit fee for a temporary outdoor seasonal sale or special event shall be as follows: (1) Temporary outdoor seasonal sale or special event, one hundred dollars ($100.00) per permit. (2) The applicant shall provide a one thousand dollar ($1,000.00) deposit at the time of the original permit application for clean up after the temporary outdoor 4e seasonal sale or special event. If the applicant cleans up, satisfactory to the town, within twenty-four (24) hours after the temporary outdoor seasonal sale or special event ends, the one thousand dollar ($1,000.00) deposit will be refunded to the applicant within fourteen (14) business days of the temporary outdoor seasonal sale or special event ending. (3) Permit fees may be waived by the building official for the following: (A) Town organized events. (B) PISD-sponsored and supervised events when only school property is used. (C) Nonprofit organizations providing a copy of its valid federal and state tax identification numbers and any other documentation required by the town to evidence good standing. (D) Religious institutions when the event is sponsored solely by and held wholly on the institution’s property. (Ordinance 06-122, sec. 8, adopted 11/14/06) Sec. 4.09.008 Appeal Any applicant who has been denied a permit or any person, whose permit has been suspended or revoked, shall have the right to a hearing before the town manager, or his/her designee. Request for a hearing must be made in writing and received by the town manager, or his/her designee, within ten (10) days of the date of the denial or the date of the notice of suspension or revocation. The town manager, or his/her designee, may review the appeal at a staff level and has the authority to reverse the decision of the building official and order that a permit be granted or to reinstate a suspended or revoked permit. The town manager’s failure to take any action shall result in a denial of the appeal. The decision of the town manager shall be final. (Ordinance 06- 122, sec. 9, adopted 11/14/06) Sec. 4.09.009 Other requirements All federal, state and local rules, regulation, codes and ordinances will be adhered to by all participants and applicants. The provisions of this article are cumulative of all other town ordinances, rules and regulations. Tent permits, building permits, electrical permits, food establishment and handling permits, sign permits and all other permits and licenses required by the town or other law for specific activities conducted in conjunction with or as a part of the temporary outdoor seasonal sale or special event must be applied for in a form satisfactory to the town. (Ordinance 06-122, sec. 10, adopted 11/14/06) Sec. 4.09.010 Offense; notice of violation 4e (a) A person commits an offense if he/she: (1) Commences or conducts a temporary outdoor seasonal sale or special event without the appropriate permits or fails to comply with any requirement or condition of a permit or this article. (2) Participates in a temporary outdoor seasonal sale or special event for which a permit has not been granted. (b) In the event any owner, tenant, agent or person (hereinafter “owner”) responsible for or claiming or having supervision or control over a temporary outdoor seasonal sale or special event fails to comply with provisions of this article, the town, by and through its building official, or designee, shall give notice of the violation to such owner. Such notice shall be given to the owner in any one of the following ways: (1) Verbal or written to the owner or responsible person; (2) By posting notice at the site or sale location; or (3) By letter addressed to the responsible owner on said application and/or property owner at premises as recorded in the appraisal district records of the appraisal district in which the property is located. (Ordinance 06-122, sec. 11, adopted 11/14/06) Sec. 4.09.011 Citations; work or improvements by the town; charges against owner An applicant, owner, tenant, agent or individual who fails or refuses to comply with a demand for compliance may be issued citations and/or their permit(s) may be suspended or revoked. The town may do the work or make improvements required to abate violations, pay for the work done or improvements made, and charge all expenses to the owner, tenant, agent or individual. (Ordinance 06-122, sec. 12, adopted 11/14/06) Sec. 4.09.012 Penalty Any person, firm, corporation or business entity violating this article shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be subject to a fine not to exceed the sum of ($500.00), unless the violation relates to fire safety, zoning or public health and sanitation, including dumping and refuse, in which the fine shall not exceed the sum of two thousand and no/100 dollars ($2,000.00). Each continuing day’s violation under this article shall constitute a separate offense. The penal provisions imposed under this article shall not preclude the town from filing suit to enjoin the violation. The town retains all legal rights and remedies available to it pursuant to local, state and federal law. (Ordinance 06-122, sec. 13, adopted 11/14/06) Sec. 4.09.013 Enforcement and interpretation; privilege 4e The building official shall enforce this article. Unless otherwise provided herein, the building official shall be responsible for interpreting and administering this article. The receipt of a permit required by this article is a privilege and not a property right. (Ordinance 06-122, sec. 14, adopted 11/14/06) 4e Page 1 of 1 To: Mayor and Town Council From: Chris Copple, AICP, Director of Development Services Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon an ordinance rezoning 0.7± acre from Single Family-15 (SF-15) to Downtown Single Family (DTSF), located on the north side of Third Street, 200± feet west of Church Street (309 E. Third Street). (Z14-0001). Description of Agenda Item: On February 25, 2014, the Town Council approved zoning case Z14-0001, by a vote of 7-0. Town staff has prepared an ordinance rezoning the property. Legal Obligations and Review: Zoning Ordinance 05-20 requires that the Town Council hold a public hearing before approving a zoning request and adopting an ordinance rezoning property. A public hearing has been held and the Town Council approved the zoning case. The attached ordinance is a standard format that was previously approved by the Town Attorney, Terrence Welch, with Brown & Hofmeister, L.L.P. Attached Documents: 1. Ordinance Town Staff Recommendation: Town staff recommends the Town Council adopt an ordinance rezoning 0.7± acre from Single Family-15 (SF-15) to Downtown Single Family (DTSF), located on the north side of Third Street, 200± feet west of Church Street (309 E. Third Street). Proposed Motion: I move to adopt an ordinance rezoning 0.7± acre from Single Family-15 (SF-15) to Downtown Single Family (DTSF), located on the north side of Third Street, 200± feet west of Church Street (309 E. Third Street). Prosper is a place where everyone matters. PLANNING 4f TOWN OF PROSPER, TEXAS ORDINANCE NO. 14-__ AN ORDINANCE AMENDING PROSPER’S ZONING ORDINANCE NO. 05-20; REZONING A TRACT OF LAND CONSISTING OF 0.66 ACRE, MORE OR LESS, SITUATED IN THE COLLIN COUNTY SCHOOL LAND SURVEY, ABSTRACT NO. 147, IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS, HERETOFORE ZONED SINGLE FAMILY-15 (SF-15) IS HEREBY AMENDED AND PLACED IN THE ZONING CLASSIFICATION OF DOWNTOWN SINGLE FAMILY (DTSF); DESCRIBING THE TRACT TO BE REZONED; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town Council of the Town of Prosper, Texas (the “Town Council”) has investigated and determined that Zoning Ordinance No. 05-20 should be amended; and WHEREAS, the Town of Prosper, Texas (“Prosper”) has received a request from Castle Park Holdings, LLC (“Applicant”) to rezone 0.66 acre of land, more or less, situated in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas; and WHEREAS, the Town Council has investigated into and determined that the facts contained in the request are true and correct; and WHEREAS, all legal notices required for rezoning have been given in the manner and form set forth by law, and public hearings have been held on the proposed rezoning and all other requirements of notice and completion of such zoning procedures have been fulfilled; and WHEREAS, the Town Council has further investigated into and determined that it will be advantageous and beneficial to Prosper and its inhabitants to rezone this property as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendments to Zoning Ordinance No. 05-20. Zoning Ordinance No. 05-20 is amended as follows: The zoning designation of the property containing 0.66 acre of land, more or less, situated in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, (the “Property”) and all streets, roads and alleyways contiguous and/or adjacent thereto is hereby rezoned as Downtown Single Family (DTSF). The Property as a whole and for this zoning classification is more particularly described in Exhibit “A” attached hereto and incorporated herein for all purposes as if set forth verbatim. 4f Ordinance No. 14-__, Page 2 All development plans, standards, and uses for the Property shall comply fully with the requirements of all ordinances, rules, and regulations of the Town of Prosper, as they currently exist or may be amended. Three (3) original, official, and identical copies of the zoning exhibit map are hereby adopted and shall be filed and maintained as follows: a. Two (2) copies shall be filed with the Town Secretary and retained as original records and shall not be changed in any matter. b. One (1) copy shall be filed with the Building Official and shall be maintained up-to- date by posting thereon all changes and subsequent amendments for observation, issuing building permits, certificates of compliance and occupancy and enforcing the zoning ordinance. Reproduction for information purposes may from time-to-time be made of the official zoning district map. Written notice of any amendment to this District shall be sent to all owners of properties within the District as well as all properties within two hundred feet (200’) of the District to be amended. SECTION 3 No Vested Interest/Repeal. No developer or property owner shall acquire any vested interest in this Ordinance or in any other specific regulations contained herein. Any portion of this Ordinance may be repealed by the Town Council in the manner provided for by law. SECTION 4 Unlawful Use of Premises. It shall be unlawful for any person, firm or corporation to make use of said premises in some manner other than as authorized by this Ordinance, and shall be unlawful for any person, firm or corporation to construct on said premises any building that is not in conformity with the permissible uses under this Zoning Ordinance. SECTION 5 Penalty. Any person, firm, corporation or business entity violating this Ordinance or any provision of Prosper’s Zoning Ordinance No. 05-20, or as amended, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day’s violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal rights and remedies available to it pursuant to local, state and federal law. SECTION 6 Severability. Should any section, subsection, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. Prosper hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases be declared unconstitutional or invalid. 4f Ordinance No. 14-__, Page 3 SECTION 7 Savings/Repealing Clause. Prosper’s Zoning Ordinance No. 05-20 shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 8 Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 25TH DAY OF MARCH, 2014. ______________________________ Ray Smith, Mayor ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney 4f 4f Page 1 of 1 To: Mayor and Town Council From: Chris Copple, AICP, Director of Development Services Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon an ordinance rezoning 0.3± acre from Single Family-15 (SF-15) to Downtown Retail (DTR), located on the west side of Coleman Street, 100± feet south of Fifth Street. (Z14-0002). Description of Agenda Item: On February 25, 2014, the Town Council approved zoning case Z14-0002, by a vote of 7-0. Town staff has prepared an ordinance rezoning the property. Legal Obligations and Review: Zoning Ordinance 05-20 requires that the Town Council hold a public hearing before approving a zoning request and adopting an ordinance rezoning property. A public hearing has been held and the Town Council approved the zoning case. The attached ordinance is a standard format that was previously approved by the Town Attorney, Terrence Welch with Brown & Hofmeister, L.L.P. Attached Documents: 1. Ordinance Town Staff Recommendation: Town staff recommends the Town Council adopt an ordinance rezoning 0.3± acre from Single Family-15 (SF-15) to Downtown Retail (DTR), located on the west side of Coleman Street, 100± feet south of Fifth Street. Proposed Motion: I move to adopt an ordinance rezoning 0.3± acre from Single Family-15 (SF-15) to Downtown Retail (DTR), located on the west side of Coleman Street, 100± feet south of Fifth Street. Prosper is a place where everyone matters. PLANNING 4g TOWN OF PROSPER, TEXAS ORDINANCE NO. 14-__ AN ORDINANCE AMENDING PROSPER’S ZONING ORDINANCE NO. 05-20; REZONING A TRACT OF LAND CONSISTING OF 0.31 ACRE, MORE OR LESS, SITUATED IN THE COLLIN COUNTY SCHOOL LAND SURVEY, ABSTRACT NO. 147, IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS, HERETOFORE ZONED SINGLE FAMILY-15 (SF-15) IS HEREBY AMENDED AND PLACED IN THE ZONING CLASSIFICATION OF DOWNTOWN RETAIL (DTR); DESCRIBING THE TRACT TO BE REZONED; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town Council of the Town of Prosper, Texas (the “Town Council”) has investigated and determined that Zoning Ordinance No. 05-20 should be amended; and WHEREAS, the Town of Prosper, Texas (“Prosper”) has received a request from Stroope Bee and Honey, Inc. (“Applicant”) to rezone 0.31 acre of land, more or less, situated in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas; and WHEREAS, the Town Council has investigated into and determined that the facts contained in the request are true and correct; and WHEREAS, all legal notices required for rezoning have been given in the manner and form set forth by law, and public hearings have been held on the proposed rezoning and all other requirements of notice and completion of such zoning procedures have been fulfilled; and WHEREAS, the Town Council has further investigated into and determined that it will be advantageous and beneficial to Prosper and its inhabitants to rezone this property as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendments to Zoning Ordinance No. 05-20. Zoning Ordinance No. 05-20 is amended as follows: The zoning designation of the property containing 0.31 acre of land, more or less, situated in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, (the “Property”) and all streets, roads and alleyways contiguous and/or adjacent thereto is hereby rezoned as Downtown Retail (DTR). The Property as a whole and for this zoning classification is more particularly described in Exhibit “A” attached hereto and incorporated herein for all purposes as if set forth verbatim. 4g Ordinance No. 14-__, Page 2 All development plans, standards, and uses for the Property shall comply fully with the requirements of all ordinances, rules, and regulations of the Town of Prosper, as they currently exist or may be amended. Three (3) original, official, and identical copies of the zoning exhibit map are hereby adopted and shall be filed and maintained as follows: a. Two (2) copies shall be filed with the Town Secretary and retained as original records and shall not be changed in any matter. b. One (1) copy shall be filed with the Building Official and shall be maintained up-to- date by posting thereon all changes and subsequent amendments for observation, issuing building permits, certificates of compliance and occupancy and enforcing the zoning ordinance. Reproduction for information purposes may from time-to-time be made of the official zoning district map. Written notice of any amendment to this District shall be sent to all owners of properties within the District as well as all properties within two hundred feet (200’) of the District to be amended. SECTION 3 No Vested Interest/Repeal. No developer or property owner shall acquire any vested interest in this Ordinance or in any other specific regulations contained herein. Any portion of this Ordinance may be repealed by the Town Council in the manner provided for by law. SECTION 4 Unlawful Use of Premises. It shall be unlawful for any person, firm or corporation to make use of said premises in some manner other than as authorized by this Ordinance, and shall be unlawful for any person, firm or corporation to construct on said premises any building that is not in conformity with the permissible uses under this Zoning Ordinance. SECTION 5 Penalty. Any person, firm, corporation or business entity violating this Ordinance or any provision of Prosper’s Zoning Ordinance No. 05-20, or as amended, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day’s violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal rights and remedies available to it pursuant to local, state and federal law. SECTION 6 Severability. Should any section, subsection, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. Prosper hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases be declared unconstitutional or invalid. 4g Ordinance No. 14-__, Page 3 SECTION 7 Savings/Repealing Clause. Prosper’s Zoning Ordinance No. 05-20 shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 8 Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 25TH DAY OF MARCH, 2014. ______________________________ Ray Smith, Mayor ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney 4g 4g Page 1 of 1 To: Mayor and Town Council From: Chris Copple, AICP, Director of Development Services Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon an ordinance rezoning 0.4± acre from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northwest corner of Craig Road and First Street (713 E. First Street). (Z14-0003). Description of Agenda Item: On February 25, 2014, the Town Council approved zoning case Z14-0003, by a vote of 7-0. Town staff has prepared an ordinance rezoning the property. Legal Obligations and Review: Zoning Ordinance 05-20 requires that the Town Council hold a public hearing before approving a zoning request and adopting an ordinance rezoning property. A public hearing has been held and the Town Council approved the zoning case. The attached ordinance is a standard format that was previously approved by the Town Attorney, Terrence Welch with Brown & Hofmeister, L.L.P. Attached Documents: 1. Ordinance Town Staff Recommendation: Town staff recommends the Town Council adopt an ordinance rezoning 0.4± acre from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northwest corner of Craig Road and First Street (713 E. First Street). Proposed Motion: I move to adopt an ordinance rezoning 0.4± acre from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northwest corner of Craig Road and First Street (713 E. First Street). Prosper is a place where everyone matters. PLANNING 4h TOWN OF PROSPER, TEXAS ORDINANCE NO. 14-__ AN ORDINANCE AMENDING PROSPER’S ZONING ORDINANCE NO. 05-20; REZONING A TRACT OF LAND CONSISTING OF 0.37 ACRE, MORE OR LESS, SITUATED IN THE COLLIN COUNTY SCHOOL LAND SURVEY, ABSTRACT NO. 147, IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS, HERETOFORE ZONED SINGLE FAMILY-15 (SF-15) IS HEREBY AMENDED AND PLACED IN THE ZONING CLASSIFICATION OF DOWNTOWN OFFICE (DTO); DESCRIBING THE TRACT TO BE REZONED; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town Council of the Town of Prosper, Texas (the “Town Council”) has investigated and determined that Zoning Ordinance No. 05-20 should be amended; and WHEREAS, the Town of Prosper, Texas (“Prosper”) has received a request from TLS Investments, Inc. (“Applicant”) to rezone 0.37 acre of land, more or less, situated in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas; and WHEREAS, the Town Council has investigated into and determined that the facts contained in the request are true and correct; and WHEREAS, all legal notices required for rezoning have been given in the manner and form set forth by law, and public hearings have been held on the proposed rezoning and all other requirements of notice and completion of such zoning procedures have been fulfilled; and WHEREAS, the Town Council has further investigated into and determined that it will be advantageous and beneficial to Prosper and its inhabitants to rezone this property as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendments to Zoning Ordinance No. 05-20. Zoning Ordinance No. 05-20 is amended as follows: The zoning designation of the property containing 0.37 acre of land, more or less, situated in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, (the “Property”) and all streets, roads and alleyways contiguous and/or adjacent thereto is hereby rezoned as Downtown Office (DTO). The Property as a whole and for this zoning classification is more particularly described in Exhibit “A” attached hereto and incorporated herein for all purposes as if set forth verbatim. 4h Ordinance No. 14-__, Page 2 All development plans, standards, and uses for the Property shall comply fully with the requirements of all ordinances, rules, and regulations of the Town of Prosper, as they currently exist or may be amended. Three (3) original, official, and identical copies of the zoning exhibit map are hereby adopted and shall be filed and maintained as follows: a. Two (2) copies shall be filed with the Town Secretary and retained as original records and shall not be changed in any matter. b. One (1) copy shall be filed with the Building Official and shall be maintained up-to- date by posting thereon all changes and subsequent amendments for observation, issuing building permits, certificates of compliance and occupancy and enforcing the zoning ordinance. Reproduction for information purposes may from time-to-time be made of the official zoning district map. Written notice of any amendment to this District shall be sent to all owners of properties within the District as well as all properties within two hundred feet (200’) of the District to be amended. SECTION 3 No Vested Interest/Repeal. No developer or property owner shall acquire any vested interest in this Ordinance or in any other specific regulations contained herein. Any portion of this Ordinance may be repealed by the Town Council in the manner provided for by law. SECTION 4 Unlawful Use of Premises. It shall be unlawful for any person, firm or corporation to make use of said premises in some manner other than as authorized by this Ordinance, and shall be unlawful for any person, firm or corporation to construct on said premises any building that is not in conformity with the permissible uses under this Zoning Ordinance. SECTION 5 Penalty. Any person, firm, corporation or business entity violating this Ordinance or any provision of Prosper’s Zoning Ordinance No. 05-20, or as amended, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day’s violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal rights and remedies available to it pursuant to local, state and federal law. SECTION 6 Severability. Should any section, subsection, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. Prosper hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases be declared unconstitutional or invalid. 4h Ordinance No. 14-__, Page 3 SECTION 7 Savings/Repealing Clause. Prosper’s Zoning Ordinance No. 05-20 shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 8 Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 25TH DAY OF MARCH, 2014. ______________________________ Ray Smith, Mayor ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney 4h 4h 4h Page 1 of 2 To: Mayor and Town Council From: Matt Richardson, P.E., Senior Engineer January Cook, CPPO, CPPB, Purchasing Agent Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon approving a list of qualified firms to provide professional engineering and related services to the Town of Prosper. Description of Agenda Item: On January 9, 2014, at 2:00 pm, forty-five (45) responses were received in response to RFQ No. 2014-28-B for Various Engineering Services for the Town of Prosper. Responses were divided into five categories based on specialties within the engineering industry. These categories were roadway design, water/sewer design, hydrologic & hydraulic modeling, traffic analyses, and topographical and property surveying. A review committee consisting of representatives from Engineering and Public Works evaluated each response based on the following criteria: ability to meet the Town's needs, similar experience, professional qualifications, and references. The following list identifies the firms that were determined to be the most highly qualified in each category: Roadway Design  Freese and Nichols, Inc.  Graham Associates, Inc.  Kimley-Horn and Associates, Inc.  RLK Engineering, Inc.  Teague, Nall and Perkins, Inc.  Wier and Associates, Inc. Water/Sewer Design  Alan Plummer Associates, Inc.  Brown & Gay Engineers, Inc.  BW2 Engineers, Inc.  Freese and Nichols, Inc.  Teague, Nall and Perkins, Inc.  Wier and Associates, Inc. Hydrologic & Hydraulic Modeling  Freese and Nichols, Inc.  Walter P. Moore and Associates, Inc.  Wier & Associates, Inc. Traffic Analyses  Freese and Nichols, Inc.  Kimley-Horn and Associates, Inc.  Lee Engineering, LLC Topographical & Property Survey  BW2 Engineers, Inc.  Surveying and Mapping, Inc.  Wier & Associates, Inc. Prosper is a place where everyone matters. ENGINEERING 4i Page 2 of 2 This list of qualified firms will remain in effect for a period of two years. Approval of this list does not authorize the award of a contract for professional engineering or related services, nor does it guarantee that a contract will be awarded to any individual firm on the list. As the need arises, individual contracts will be negotiated with qualified firms from this list and awarded in accordance with the Town's purchasing policies. Budget Impact: This item does not authorize the expenditure of funds. Funding for individual contracts will be allocated through the Town's budget process. Legal Obligations and Review: Not applicable. Attached Documents: 1. SOQ Summary Town Staff Recommendation: Town staff recommends Town Council approve the list of qualified firms to provide professional engineering and related services to the Town of Prosper. Proposed Motion: I move to approve the list of qualified firms to provide professional engineering and related services to the Town of Prosper. 4i STATEMENT OF QUALIFICATIONS NO. 2014-28-B VARIOUS ENGINEERING SERVICES FOR TOWN OF PROSPER SOQ SUMMARY Due Date/Time: January 9, 2014 @ 2:00pm Statements of Qualifications Received: 45 AIA Engineers, Ltd. Alan Plummer Associates, Inc. (2) ARS Engineers, Inc. Binkley & Barfield - C&P, Inc. (2) Bridgefarmer & Associates, Inc. Brown & Gay Engineers, Inc. Bury-DFW, Inc. BW2 Engineers, Inc. Civil Associates, Inc. Civil Consulting Group, PLLS Civil Engineers of Southwest Ohio, Inc. (CESO) Cole Design Group (Cole) Dunaway Associates, LP (2) Freese and Nichols, Inc. (4) Graham Associates, Inc. Hayter Engineering, Inc. (2) Huitt-Zollars, Inc. Kennedy Consulting, Inc. KHAFRA Engineering Consultants, Inc. Kimley-Horn and Associates, Inc. Lee Engineering, LLC Nathan D. Maier Consulting Engineers, Inc. (NDM) Neel-Schaffer RLK Engineering, Inc. Schrickel, Rollins and Associates, Inc. (2) Spiars Engineering, Inc. Stream Water Group, Inc. Surveying and Mapping, Inc. (SAM, Inc.) Teague Nall and Perkins, Inc. TRC Engineers, Inc. Urban Engineers Group, Inc. Vasquez Engineering, L.L.C. Verdunity, Inc. Walter P. Moore and Associates, Inc. Wier & Associates, Inc. Winkelmann & Associates, Inc. Wilson & Company, Inc., Engineers & Architects All submissions received for the designated project are reflected in this summary. However, the listing of the submission on this summary shall not be construed as a comment on the responsiveness of such submission, or as any indication that the agency accepts such submission as being responsive. The agency will make a determination as to the responsiveness of the submission based upon compliance with all applicable laws, purchasing guidelines, and project documents, including but not limited to the project specifications and contract documents. The agency will notify the successful firm upon award of the contract and, as according to the law, all responses received will be available for inspection at that time. Certified By: January M. Cook, CPPO, CPPB Date: January 9, 2014 Purchasing Agent Town of Prosper 4i Page 1 of 2 To: Mayor and Town Council From: Paul Naughton, RLA, Landscape Architect Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon approving the purchase of lighting and installation services for the Frontier Park Soccer Field Lighting Addition project, from Musco Sports Lighting, LLC, through the Texas Local Government Purchasing Cooperative. Description of Agenda Item: On March 1, 2013, the Parks and Recreation Board prioritized projects, which included additional lighting for the soccer fields at Frontier Park east of the concession stands. At the Town Council's January 29, 2014, Strategic Planning Session, staff was given direction to begin moving forward to pursue adding the additional lights at Frontier Park. The first project was the additional lighting for the soccer fields at Frontier Park east of the concession stands. Future lighting projects at Frontier Park include lighting the southern area for the soccer fields at the southeast corner of Frontier Park and possible lighting of the southwest corner of Frontier Park practice fields. Local governments are authorized by the Interlocal Cooperation Act, V.T.C.A. Government Code, Chapter 791, to enter into joint contracts and agreements for the performance of governmental functions and services, including administrative functions normally associated with the operation of government (such as purchasing necessary materials and equipment). The Town of Prosper entered into an interlocal participation agreement in June 2005, providing the Town’s participation in the Texas Local Government Purchasing Cooperative. Participation in the cooperative purchasing program allows our local government to purchase goods and services from the cooperative’s online purchasing system, BuyBoard, while satisfying all competitive bidding requirements. Budget Impact: The total cost of the lighting and installation services is $384,930. The total budget for the project is $400,000, which includes a $15,070 contingency. $400,000 will be funded from the 2014 GO Bonds that were approved at the February 25, 2014, Town Council meeting. Attached Documents: 1. Musco Lighting BuyBoard Quote 2. Location Map Prosper is a place where everyone matters. PARKS & RECREATION 4j Page 2 of 2 Town Staff Recommendation: Town staff recommends approval of the purchase of lighting and installation services for the Frontier Park Soccer Field Lighting Addition project, from Musco Sports Lighting, LLC, through the Texas Local Government Purchasing Cooperative. Proposed Motion: I move to approve the purchase of lighting and installation services for the Frontier Park Soccer Field Lighting Addition project, from Musco Sports Lighting, LLC, through the Texas Local Government Purchasing Cooperative. 4j Frontier Park Soccer Field Lighting Addition 1551 Frontier Parkway Prosper, Texas 75078 Texas Buy Board Quote Park/Rec & Field Lighting #364-10 Vendor # 528 Date: March 12, 2014 Quotation Price Musco’s Light Structure Green™ as described below North soccer area east of the concession stand Musco Equipment…(3 – 330’ X 215’ soccer fields at $77,506 each)……………………... $232,518 ***See design for details*** Adder for powder-coat paint to match the existing equipment at the park..… $47,778 Installation……………………………………….………………………………………… $101,096 Bonding………………………………………………………….…………………….…... $3,538 Total Project Price…………………………………. $384,930 Equipment Description Light Structure Green™ System delivered to your site in Five Easy Pieces™ • 8 - Pre-cast concrete bases • 8 – 80’ Galvanized steel poles • UL Listed remote electrical component enclosures • Pole length wire harness • 72 - 1500W metal halide factory-aimed and assembled luminaires Also Includes: • 50% less spill and glare light than Musco’s prior industry leading technology • Musco Constant 25™ warranty and maintenance program that eliminates 100% of your maintenance costs for 25 years, including labor and materials • Guaranteed constant light level of 30 footcandles for 25 years • 1 group re-lamp at the end of the lamps’ rated life, 5000 hours • Reduced energy consumption • Control Link ® Control & Monitoring System for flexible control and solid management of your lighting system • Lighting Contactors sized for 480 Volt 3 phase • Painting the poles, remote ballast enclosures, crossarms and fixtures dark bronze to match other Musco lighting equipment throughout the park. • Designs and plans • Bonding and Insurance 4j Payment Terms The contract balance is due Net 30. Late payment will be subject to service charges of 1 ½% per month (18% APR). Musco will attempt to coordinate shipment so that delivery corresponds with the customer’s payment schedule. We will expect payment within the terms described above unless there is a written statement from Musco’s corporate headquarters stating the acceptance of different terms. Delivery to the job site from the time of order, submittal approval, and confirmation of order details including voltage and phase, pole locations is approximately 30-45 days. Due to the built-in custom light control per luminaire, pole locations need to be confirmed prior to production. Changes to pole locations after the product is sent to production could result in additional charges. Notes Quote is based on: • Shipment of entire project together to one location • 480 Volt, 3 Phase electrical system requirement • Structural code and wind speed = IBC 2009, 90 MPH. • Confirmation of pole locations prior to production Thank you for considering Musco for your sports-lighting needs. Please contact me with any questions. Chris Johnson Musco Sports Lighting, LLC 2570 W. Eldorado Parkway Suite #135 McKinney, TX 75070 Phone: 214-733-2927 E-mail: chris.johnson@musco.com Fax: 800-374-6402 Installation Stand (8) Musco Light Structure Green poles and (72) fixtures at the Soccer fields includes the following:  Use Existing Electrical Panel & Musco Control link for power and controls  Use Existing Conduits to leave building  Installing breakers as needed  Conduit, wire and pull boxes  Extra conduits for the south side of east fields( for future use)  Haul off of spoils  Irrigation repair  Working with city on watering, turf and coordination.  Unload Musco poles, fixtures and components at site  Assemble Musco poles, Musco fixtures, and ballast containers  Install wiring harness from ballast containers to light fixtures  Drill holes per Musco structural design;  Install Musco’s precast concrete bases; concrete backfill  Stand poles and attach to base  Clean-up paper wrappings  Check light levels; make aiming adjustments if necessary EXCLUDED FROM THE QUOTE: ¯ Pier casings ¯ Permit and fees ¯ Traffic control ¯ Temporary fencing 4j SE corner of Frontier Park Lighting 4j To: Mayor and Town Council From: Chris Copple, AICP, Director of Development Services Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon whether to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department, pursuant to Chapter 4, Section 1.5(C)(7) and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding action taken by the Planning & Zoning Commission on any site plan or preliminary site plan. Description of Agenda Item: Attached are the site plans and/or preliminary site plans acted on by the Planning & Zoning Commission at their March 4, 2014 and March 18, 2014 meetings. Per the Town’s Zoning Ordinance, the Town Council has the ability to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department for any site plan or preliminary site plan acted on by the Planning & Zoning Commission. Attached Documents: 1. Site plan for Cockrell Elementary School Temporary Buildings 2. Site plan for Folsom Elementary School Temporary Buildings 3. Site plan for Reynolds Middle School Temporary Buildings 4. Site plan for Rogers Middle School Temporary Buildings 5. Site plan for Rucker Elementary School Temporary Buildings Town Staff Recommendation: Town staff recommends the Town Council take no action on this item. Prosper is a place where everyone matters. PLANNING 4k 4k 4k 4k 4k 4k Page 1 of 2 To: Mayor and Town Council From: Baby Raley, Human Resources Director Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon authorizing the Town Manager to execute a Brokerage Service Agreement between McGriff, Seibels & Williams of Texas, Inc., related to employee benefit management services. Description of Agenda Item: The Town requested Statement of Qualifications (SOQ) from qualified firms, to provide employee benefit management services. Requested services included, but were not limited to, health benefit plan analysis and plan renewal, benefit vendor solicitations, online benefit enrollment for employees, legal compliance, and data feeds to the various vendors. The Town received two responses by the due date and time (February 28, 2014, at 2:00 p.m.). An evaluation committee consisting of representatives from Finance, the Fire Department, and Human Resources evaluated the submissions based on the following criteria: 1) firm’s overall ability to meet the Town’s objectives; 2) services offered; 3) experience with municipalities; 4) professional qualifications of key personnel; and 5) references. After completion of the evaluation process, it is the recommendation of staff to award the agreement to McGriff, Seibels & Williams of Texas, Inc., the most highly qualified firm. The initial term of the agreement will be one year, with four one-year renewal options. Budget Impact: The negotiated annual cost for employee benefit management services is $20,000, and will be funded by Professional Services, #10-5410-10-00. Subsequent annual expenditures will be subject to appropriations granted in future fiscal years. The Town’s cost for these services for the most recent contract year (2013) is $21,026. As a result of the SOQ, the Town’s cost for services will decrease slightly by $1,026. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the attached Brokerage Service Agreement as to form and legality. Attached Documents: 1. SOQ Summary 2. Brokerage Service Agreement Prosper is a place where everyone matters. HUMAN RESOURCES 4l Page 2 of 2 Town Staff Recommendation: Town staff recommends approval of a Brokerage Service Agreement between McGriff, Seibels & Williams of Texas, Inc., related to employee benefit management services; and authorizing the Town Manager to execute same. Proposed Motion: I move to approve a Brokerage Service Agreement between McGriff, Seibels & Williams of Texas, Inc., related to employee benefit management services; and authorize the Town Manager to execute same. 4l STATEMENT OF QUALIFICATIONS NO. 2014-33-A BENEFITS CONSULTANT SOQ SUMMARY Due Date/Time: February 28, 2014 @ 2:00pm Number of Firms Notified: 9 Statements of Qualifications Received: 2 McGriff, Seibels & Williams of Texas, Inc. The Diamond Benefit Group All submissions received for the designated project are reflected in this summary. However, the listing of the submission on this summary shall not be construed as a comment on the responsiveness of such submission, or as any indication that the agency accepts such submission as being responsive. The agency will make a determination as to the responsiveness of the submission based upon compliance with all applicable laws, purchasing guidelines, and project documents, including but not limited to the project specifications and contract documents. The agency will notify the successful firm upon award of the contract and, as according to the law, all responses received will be available for inspection at that time. Certified By: January M. Cook, CPPO, CPPB Date: February 28, 2014 Purchasing Agent Town of Prosper Attachment 14l McGRIFF, SEIBELS & WILLIAMS OF TEXAS, INC."Ui"5080 Spectrum Drive, Suite 900E, Addison, TX 75001 (469) 232-2100 Fax (469) 232-2101Brokerage Service AgreementTHIS BROKERAGE SERVICE AGREEMENT (this "Agreement") is between MCGRIFF, SEIBELS& WILLIAMS ("MSW") and Town of Prosper (the "Client").The Client and MSW agree as follows:1. MSW will solicit, negotiate and service insurance policies for the Client for the coveragesdescribed on Exhibit A hereto (Insurance Placement) and provide the employee benefitmanagement services described on Exhibit B hereto (Employee Benefit ManagementServices).2. The Client will provide MSW with all information necessary to enable MSW to provideInsurance Placement and Employee Benefit Management Services.3. Remuneration:A. The Client will pay MSW a fee in the amount of $20,000 (the "Fee") for Employee BenefitManagement Services.B. The Fee will be payable upon receipt of a semi-annually invoice by the Client.C. MSW's compensation for Insurance Placement will be in the form of commissions fromthe insurance carriers and/or intermediaries with which the insurance policies areplaced. Any such commission compensation is in addition to and separate from theFee paid to MSW for the Employee Benefit Management Services. MSW will makeinformation regarding compensation available to the Client upon request.D. With respect to Insurance Placements and/or Employee Benefit Management Servicesundertaken on behalf of the Client that are not contemplated by this Agreement, MSWmay be compensated pursuant to a separate Broker Service Agreement or by theinsurance companies and/or intermediaries utilized in such Insurance Placements.MSW will make information regarding such Agreements and compensation available tothe Client upon request.K:\Benefits\Prospects\2014\TOWN OF PROSPER\BSA Type 2 - Town of Prosper and MSW 2014.doc4l McGRIFF, SEIBELS & WILLUMS OF TEXAS, MC.Page 24. With respect to any insurance placement or employee benefit management services forwhich MSW's compensation is fee-based in whole or part, MSW will not execute or acceptany monetary compensation pursuant to any (1) market service agreement, (2) placementservice agreement, or (3) agreement providing for any bonus, override or contingency thatwould be received from any type of intermediary or insurance company. Further, MSWwill instruct all insurance companies to exclude insurance policies from any contingencyagreements, bonuses and overrides if MSW receives a fee for placement of such policies.This does not preclude MSW from accepting non-monetary awards, including trips andother prizes, which MSW believes are important for professional and businessdevelopment.5. MSW reserves the right to engage business partners and service providers owned by, orunder the control of, MSW or BB&T Corporation in connection with the execution ofBrokerage Services Agreements. Use of these business partners and service providersincluding but not limited to CRC Insurance Services, Inc.; American Coastal InsuranceCompany; AmRisc, LP; Prime Rate Prime Rate Premium Finance Corporation or affiliates;or BB&T Assurance Company, Ltd., could result in the accrual of additional income toBB&T Corporation.6. This Agreement and the respective rights and obligations of the parties hereto shall beconstrued in accordance with and governed by the laws of the state of Texas.7. This Agreement commences on 4/1/2014 and ends on 3/31/2015, unless terminated priorto that date by either party hereto on 30 days' notice to the other party. This agreementalso allows for renewal of the agreement annually thereafter on an annual basis for aperiod of 4 additional terms. Both the client and McGriff have the ability to non-renewannually.IN WITNESS WHEREOF, the Client and MSW have executed this Agreement.Client/^ ^ —By:Name: Johnny Fontenot Name: Harlan JeffersonTitle: Executive Vice President _ Title: Town Manager4l iUcGRCTF; SEIBELS & WILLIAMS OF TEXAS, MC.ijp-Page3EXHIBIT AThe Client has requested Insurance Placement for the following lines of coverage.Life CoverageMedical CoverageDental CoverageLong Term Disability CoverageShort Term Disability CoverageFlexible Spending AccountVision Coverage4l McGRIFF, SEBELS & WILLIAMS OF TEMS, INC.Page 4EXHIBIT BMSW will provide the following Employee Benefit Management Services for the Client:A. Strategic Benefit Planning. Provide assistance in developing overall plan benchmarks andtargets to ensure that the plan meets the objectives of Client and its employees.B. Benefit Design. Help to ensure that benefit designs are consistent with the strategicbenchmarks and targets set forth in the strategic benefit planning process.C. Administration. Identify core administrative services, assess vendor performance, andmanage vendor relationships to provide appropriate program administration. This will includecore benefit administration technology and online services.D. Funding. Provide counsel regarding program funding alternatives, including reviewing feeproposals and recommending budget rates, employee contribution rates, and COBRA rates.E. Vendor Selection. Upon client request, MSW will prepare Request(s) for Proposal (RFP),analyze RFP's and prepare a summary report outlining responses. Vendors include, but arenot limited to:• Voluntary Worksite Programs• Wellness and Disease Management Programs• IRS Code Selection 125 Programs• Communication Services• Health Savings Account ServicesF. Communication. Assist in drafting employee communications regarding benefit programperformance and changes, and assist in the review of plan documents and insurancecertificates during the planning and enrollment process.G. Compliance Tools & Legislative Information. Provide informational materials on legislativedevelopments impacting Employee Benefit Management plans, including access to onlinereference tools on topics such as FMLA, COBRA, HIPAA, HIPAA Privacy, and Section 125.4l McGMFF. SEIBELS & WI11UMS OF TEXAS, MC.PageSH. Meetings with Client and Vendors. Services will include attendance at and facilitation of thefollowing meetings with Client and vendors to facilitate program management including day-to-day operations and planning program changes:• Meet with Client on a quarterly basis to review all activities performed by MSW during theprior quarter. The meetings will include discussion of business concerns, includingpresentations of options and recommendations.• Upon Client request, MSW shall meet with Client semi-annually to discuss review of theprogram, state of the marketplace, progress made toward strategic plan, anddevelopments within Clients organization.• Meet with Client annually to review the stewardship report for the preceding year, create astewardship report outlining the goals and objectives for the upcoming year, and agreeupon MSW's fee for the next twelve month period.I. Stewardship Report. Develop and implement a detailed account stewardship plan, whichshould include, but not be limited to, the following:• Specific quantifiable and measurable goals and objectives relating to Client's programs;and• Detailed work plans which lay out the account management plan, work schedules, areas ofconcentration, timing, and information requirements.J. Data Analysis. Provide Client with summary comparisons and work with Client and carrier tosecure additional reports as needed for claims analysis.4l Page 1 of 5 To: Mayor and Town Council From: Chris Copple, AICP, Director of Development Services Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Conduct a Public Hearing, and consider and act upon a request to rezone 357.3± acres, located on the north side of US 380, 3,800± feet west of Dallas Parkway, from Planned Development-14 (PD-14) and Planned Development-43 (PD-43) to Planned Development-Single Family/Retail/Commercial (PD-SF/R/C). (Z13-0011). Description of Agenda Item: The zoning and land use of the surrounding properties are as follows: Zoning Current Land Use Future Land Use Plan Subject Property PD-14-Business Center/Business Park and PD-43-Commercial/ Commercial Corridor Undeveloped US 380 District, Medium Density Residential, and Tollway District North PD-14-Retail/Single Family Undeveloped Retail & Neighborhood Services and Medium Density Residential East Commercial, PD-43- Commercial Corridor, PD-47- Commercial/Commercial Corridor Undeveloped US 380 District and Tollway District South City of Frisco Undeveloped City of Frisco West PD-14-Business Park, PD-48-Commercial Corridor, and Agricultural Undeveloped US 380 District and Medium Density Residential Requested Zoning – Z13-0011 is a request rezone 357.3± acres from Planned Development-14 (PD-14) and Planned Development-43 (PD-43) to Planned Development-Single Family/Retail/Commercial (PD-SF/R/C). The PD-SF/R/C regulations are attached. Prosper is a place where everyone matters. PLANNING 6 Page 2 of 5 The existing zoning is PD-14-Business Center/Business Park and PD-43-Commercial/ Commercial Corridor. PD-14 and PD-43 are attached for your review. The existing zoning allows for the development of 800 multifamily units (20 dwelling units/acre, 3-story garden apartments), 300 townhome units, and up to 357.3± acres of commercial, retail, and office uses. The proposed PD-SF/R/C District allows for the development of a maximum of 930 single family lots, a maximum of 15 acres of retail uses, approximately 36 acres of commercial uses along US 380, a minimum 26 acre community park, a minimum of 10 acre neighborhood park, and an amenity center. The proposed single family lots fall into three types; Type A, Type B, and Type C. The maximum number of Type A lots is 350. Type C lots are required to be located along the northern and eastern boundary of Tract 2, as shown on Exhibit D. The number of each lot type in each Tract is further described in Exhibit C, Section 1.5.1. Proposed PD-SF (Type A) Proposed PD-SF (Type B) Proposed PD-SF (Type C) SF-10 (For Comparison Purposes Only) Min. Lot Area 6,600 square feet 7,800 square feet 8,400 square feet 10,000 square feet Min. Lot Width 55 feet 65 feet 70 feet 80 feet Min. Lot Depth 120 feet 120 feet 120 feet 125 feet Min. Dwelling Area 2,200 square feet 2,500 square feet 2,500 square feet 1,800 square feet Front Yard Setback 25 feet 25 feet 25 feet 25 feet Side Yard Setback 7.5 feet, 15 feet on corner lots adjacent to a side street 7.5 feet, 15 feet on corner lots adjacent to a side street 7.5 feet, 15 feet on corner lots adjacent to a side street 8 feet, 15 feet on corner lots adjacent to a side street Rear Yard Setback 20 feet 20 feet 20 feet 25 feet Maximum Height 40 feet 40 feet 40 feet 40 feet Besides lot, setback, dwelling area, and height standards, the proposed PD-SF standards that vary from straight SF-10 zoning are: 1. Fencing – The PD requires fencing adjacent to open space, parks, or floodplain to be ornamental metal. In addition to complying with the Town’s fence ordinance, the PD requires all wooden fencing to be cedar, board-on-board with a top rail; for the development to establish a common stain color; and for fences to be located at least 10 feet behind the front elevation of the main building. The Town’s fence ordinance does not require the wood fencing to be board-on-board with a top rail; for the development to establish a common stain 6 Page 3 of 5 color; or for fences to be located at least 10 feet behind the front elevation of the main building. 2. Building and Architectural Standards – The PD requires all homes to have an exterior lighting package to illuminate front entrances and garages. The PD provides several standards to require a mix of swing-in garages and front facing garage doors, to prohibit carports, and requires enhanced paving treatments for residential driveways. These standards exceed those in the Zoning Ordinance. The proposed PD allows for a maximum of 15 acres retail uses at the intersection of future Legacy Drive and future Prairie Drive. This area may also develop under the PD-SF standards. The PD-R standards generally conform to straight Retail zoning standards. The proposed PD allows for approximately 36 acres of commercial uses along US 380, as shown on Exhibit D. The PD-C standards generally conform to straight Commercial zoning standards. The PD-C standards allow for hotel, hospital, and office uses to be a maximum height of eight stories, no greater than 100 feet. All other uses shall have a maximum height of two stories, no greater than 40 feet. The list of permitted uses is also significantly more restrictive than those allowed under Planned Development-14 (PD-14) and Planned Development-43 (PD-43). Future Land Use Plan – The Future Land Use Plan (FLUP) recommends Medium Density Residential, US 380 District, and Tollway District uses for the property. The FLUP recommends a maximum density of 2.5 dwelling units per acre and a minimum lot size no less than 12,500 square feet in areas designated for Medium Low Density Residential, a variety of different uses including commercial and high density residential land uses in the US 380 District, and a diverse mixture of office, retail, and high density residential uses in the Tollway District. The proposed PD-SF/R/C District allows for the development of a maximum of 930 single family lots, a maximum of 15 acres of retail uses, approximately 36 acres of commercial uses along US 380, a minimum 26 acre community park, a minimum of 10 acre neighborhood park, and an amenity center. The rezoning significantly reduces the maximum allowable residential density of the development from 15.7 dwelling units per acre to approximately 3.0 dwelling units per acre, which supports several goals in the Comprehensive Plan. The rezoning also eliminates 306.3 acres of land zoned for commercial, retail, and office uses, which supports the Comprehensive Plan’s goal of avoiding an oversupply of retail zoning. The zoning request conforms to the FLUP. Thoroughfare Plan – The property has direct access to US 380, a future six-lane divided thoroughfare, Legacy Drive, a future six-lane divided thoroughfare, Fishtrap Road, a future four- lane divided thoroughfare, Prairie Drive, a future four-lane divided thoroughfare, and Mahard Parkway, a future four-lane divided thoroughfare. The zoning exhibit complies with the Thoroughfare Plan. Water and Sanitary Sewer Services – Water and sanitary sewer service have been extended to the property. Access – Access to the property is provided from existing US 380, existing Fishtrap Road, future Legacy Drive, future Prairie Drive, and future Mahard Parkway. Adequate access is provided to the property. 6 Page 4 of 5 Schools – This property is located within the Prosper Independent School District (PISD). Any future school sites are to be determined at the time of preliminary plat. Parks – The proposed PD provides for a minimum 26-acre community park, a minimum of 10- acre neighborhood park, and an amenity center. Please see Exhibit C, Section 4 for the Parkland and Amenities standards. The Parks and Recreation Board recommended changes to the proposed PD at their February 13, 2014, meeting, as described below. Environmental Considerations – The 100-year floodplain located on the property is shown on Exhibits A and D. 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 one public hearing notice reply form; not in opposition to the request. Attached Documents: 1. Zoning Exhibits A, B, C, D, and E. 2. Zoning map of the surrounding area. 3. PD-14. 4. PD-43. 5. Public hearing notice reply form. 6. February 18, 2014, Planning & Zoning Commission meeting minutes. Parks and Recreation Board Recommendation: At their February 13, 2014 meeting, the Parks and Recreation Board recommended the Planning & Zoning Commission and Town Council approve the proposed Parkland Dedication, by a vote of 7-0, subject to: 1. Community Park to be dedicated as shown on Exhibit D. Even though the total dedication is 26.0 acres, only 18.8 acres (15.0 acres outside of 100-year floodplain) of Parkland is allowed to be credited towards the Parkland Dedication requirement per the Town’s Subdivision Ordinance. 2. Neighborhood Park to not be accepted as Parkland Dedication, but recommended to be HOA owned and maintained Open Space. 3. The remaining 7.77 acre Parkland Dedication requirement to be fulfilled by money in lieu of land or additional land to be incorporated adjacent to Community Park. Planning & Zoning Commission Recommendation: At their February 18, 2014, meeting, the Planning & Zoning Commission recommended the Town Council approve a request to rezone 357.3± acres, located on the north side of US 380, 3,800± feet west of Dallas Parkway, from Planned Development-14 (PD-14) and Planned Development-43 (PD-43) to Planned Development-Single Family/Retail/Commercial (PD- SF/R/C), by a vote of 6-0, subject to: 1. Revising the proposed PD to reflect the Parks and Recreation Board’s recommendation, 2. Adding Type C single family residential lots to Exhibit C, Section 1.6.3.4, 3. Deleting Recycling Collection Point as a permitted use in Exhibit C, Section 2.2, and 4. Deleting Recycling Center; Recycling Collection Point; Antenna and/or Antenna Support Structure, Commercial; and Equipment and Machinery Sales and Rental, Major as permitted uses in Exhibit C, Section 3.2. 6 Page 5 of 5 The applicant has revised Exhibit C to address items 2, 3, and 4 of the Planning & Zoning Commission’s recommendation. The applicant has not revised the proposed PD to reflect the Parks and Recreation Board’s recommendation at this time. Town Staff Recommendation: Town staff recommends the Town Council approve the request to rezone 357.3± acres, located on the north side of US 380, 3,800± feet west of Dallas Parkway, from Planned Development-14 (PD-14) and Planned Development-43 (PD-43) to Planned Development-Single Family/Retail/Commercial (PD-SF/R/C), subject to revising the proposed PD to reflect the Parks and Recreation Board’s and the Planning & Zoning Commission’s recommendations. Proposed Motion: I move to approve the request to rezone 357.3± acres, located on the north side of US 380, 3,800± feet west of Dallas Parkway, from Planned Development-14 (PD-14) and Planned Development-43 (PD-43) to Planned Development-Single Family/Retail/Commercial (PD- SF/R/C), subject to revising the proposed PD to reflect the Parks and Recreation Board’s and the Planning & Zoning Commission’s recommendations. 6 TRACT 3 GROSS 4,741,333.0 SF (108.8 Ac) NET 4,497,133.2 SF (103.2 Ac) TRACT 4 GROSS 5,398,972.5 SF (123.9 Ac) NET 4,856,354.0 SF (111.5 Ac) TRACT 1 GROSS 2,384,414.8 SF (54.7 Ac) NET 2,138,601.1 SF (49.1 Ac) ∆ ∆ ∆ ∆ ∆356.1 ACRES 15,510,419.5 SQ. FT. ∆5750 GENESIS COURT, SUITE 200, FRISCO, TX 75034PHONE: 972-335-3580 FAX: 972-335-3779WWW.KIMLEY-HORN.COMProsper CenterTOWN OF PROSPERDENTON AND COLLIN COUNTY, TEXAS©2012 KIMLEY-HORN AND ASSOCIATES, INC.TEXAS REGISTERED ENGINEERING FIRM F-928 Prosper Center 357.32 ACRES COLLIN COUNTY SCHOOL LAND SURVEY ABSTRACT No. 581 & L. NETHERLY SURVEY ABSTRACT No.962 TOWN OF PROSPER, TEXAS FEBRUARY 2014 CURRENT PROPERTY OWNER: Prosper Partners, LP 10950 Research Road Frisco, TX 75033 P 214.387.3993 F 214.387.3913 E crichardson@txlandresources.com APPLICANT: Greater Land Resources Contact: Clint Richardson 10950 Research Road Frisco, TX 75033 P 214.387.3993 F 214.387.3913 E crichardson@txlandresources.com SURVEYOR: Michael Marx, R.P.L.S. Kimley-Horn and Associates 5750 Genesis Court Frisco, TX 75034 P 972.335.3580 F 972.335.3779 GRAPHIC SCALE IN FEET 0300 150 300 600 1"=300'@ 24X36 Z13-0011 01 NOTE: 1. THE THOROUGHFARE ALIGNMENTS SHOWN ON THIS EXHIBIT ARE FOR ILLUSTRATION PURPOSES AND DO NOT SET THE ALIGNMENT. THE ALIGNMENT IS DETERMINED AT TIME OF FINAL PLAT. 1.1.LEGACY RIGHT OF WAY: 1.1.1.120' (WIDENS TO 140' AT INTERSECTIONS WITH 4-LANE AND ABOVE THOROUGHFARES) 1.1.2.CENTERLINE RADII MINIMUM 1,400 FEET 1.2.4-LANE DIVIDED STREET RIGHTS OF WAY 1.2.1. 90', WIDENS TO 110' AT INTERSECTIONS WITH THOROUGHFARES ABOVE 4 LANES. 1.2.2.CENTERLINE RADII MINIMUM 1,100 FEET. 2. SEE EXHIBIT "C" - PLANNED DEVELOPMENT STANDARDS FOR ADDITIONAL RESTRICTIONS. 3. MAXIMUM ACREAGE OF NR ZONING ALLOWED SHALL BE 15.0 ACRES LOCATED ON UP TO 2 CORNERS OF THE INTERSECTION OF LEGACY AND EAST-WEST THOROUGHFARE. 4. PER EXHIBIT "C" PROSPER CENTER PLANNED DEVELOPMENT DISTRICT, A MAXIMUM OF 350 TYPE A UNITS SHALL BE ALLOWED LOCATED ONLY WITHIN TRACTS 2, 3, OR 4. 5. A MAXIMUM OF 930 SINGLE FAMILY RESIDENTIAL LOTS SHALL BE ALLOWED PER EXHIBIT "C" PROSPER CENTER PLANNED DEVELOPMENT DISTRICT N.T.S. LOCATION MAP LEGAL DESCRIPTION 356.070 ACRES BEING of a tract of land out of the Collin County School Land Survey, Abstract No. 147 in the Town of Prosper, Collin County, Texas, the E.B. Hawkins Survey, Abstract No. 581 and the L. Netherly Survey, Abstract No. 962, in the Town of Prosper, Denton County, Texas, and being a portion of a called 121.281 acre tract of land described in the deed to Prosper Partners, LP, recorded in Instrument No. 20080303000247320, Official Public Records of Collin County, Texas, (O.P.R.C.C.T.) and a portion of a called 356.537 acre tract of land described in the deed to Prosper Partners, LP, recorded in County Clerk's File No. 2008-22064, Real Property Records of Denton County, Texas (R.P.R.D.C.T.), and being more particularly described as follows: COMMENCING at a point at the intersection of the extension of the easterly line of said 121.281 acre tract and the centerline of U.S. Highway 380 (160' ROW); THENCE North 89°57'18” West, along the existing centerline of said U.S. Highway 380, a distance of 1340.79 feet to the place of beginning; THENCE along the existing centerline of said U.S. Highway 380, the following courses: South 89°57'18” West, a distance of 557.33 feet to a point for corner; South 89°17'20” West, a distance of 273.97 feet to a point for corner; South 88°36'54” West, a distance of 1887.44 feet to a point for corner in the east line of a tract of land described as Ray Farm in the deed to Bert Fields, Jr., recorded in Volume 523, Page 687, Deed Records of Denton County, Texas, at the intersection of the existing centerline of said U.S. Highway 380 with the southern-most westerly line of said 356.537 acre tract; THENCE North 0°35'04" West, along the easterly line of said Field tract, passing the southern-most southwest corner of said 356.537 acre tract, and continuing on said course and along the southern-most westerly line of said 356.537 acre tract a total distance of 403.25 feet to a 3 inch iron pipe found for corner at the northeast corner of said Fields tract at a re-entrant corner in the southerly line of said 356.537 acre tract; THENCE South 89°30'27" West, along the southerly line of said 356.537 acre tract and the northerly line of said Fields tract, a distance of 2184.05 feet to a 5/8 inch iron rod found for corner at the southwest corner of said 356.537 acre tract, common to the southeast corner of a called 162.72 acre tract of land described in the quitclaim deed from Julia Jackson Gray to Two-J Partners, LLLP, recorded in County Clerk's File No. 2008-50523 (R.P.R.D.C.T.); THENCE North 0°21'19" East, along the easterly line of said 162.72 acre tract and the westerly line of said 356.537 acre tract, a distance of 1902.56 feet to a point for corner that bears South 0°01'09” East a distance of 1480.85 feet from the northwest corner of said 356.537 acre tract; THENCE departing the easterly line of said 162.72 acre tract, over and across said 356.537 acre tract the following courses: North 88°24'25" East, a distance of 1871.62 feet to a point for corner at the beginning of a tangent curve to the right having a central angle of 10°32'29”, a radius of 1331.86 feet, and chord bearing and distance of South 86°19'21” East, 244.69 feet; Along said curve to the right an arc length of 245.04 feet to a point for corner at the end of said curve; North 21°33'37" East, a distance of 722.29 feet to a point for corner; North 4°34'56" East, a distance of 29.25 feet to a point for corner; North 76°02'57" East, a distance of 76.24 feet to a point for corner; North 69°03'22" East, a distance of 77.01 feet to a point for corner; North 66°46'55" East, a distance of 910.50 feet to a point for corner; North 23°44'47" East, a distance of 415.74 feet to a point for corner; North 49°37'20" West, a distance of 195.23 feet to a point for corner; North 44°46'26" West, a distance of 229.75 feet to a point for corner; North 64°27'33" West, a distance of 84.11 feet to a point for corner in the northerly line of said 356.537 acre tract, and in the southerly line of Fishtrap Road (no ROW information found); THENCE North 66°46'16" East, along the south line of said Fishtrap Road, a distance of 1132.67 feet to a ½ inch iron rod found for corner at the northeast corner of said 356.537 acre tract, in the westerly line of a tract of land described as Parcel I in the deed to Blue Star Allen Land LP, recorded in Instrument No. 20110630000676920 (O.P.R.C.C.T.); THENCE South 0°05'25" West, along the easterly line of said 356.537 acre tract and the westerly line of said parcel I, a distance of 1879.83 feet to a 1/2 iron rod found for corner at the northwest corner of said 121.281 acre tract at the southwest corner of said parcel I; THENCE South 89°40'36" East, along the northerly line of said 121.281 acre tract and the southerly line of said Parcel I, a distance of 2071.54 feet to a 1 inch iron pipe found for corner at the northeast corner of said 121.281 acre tract at a re-entrant in the westerly line of a tract of land described in the deed to 110 Prosper Property LP, recorded in Instrument No. 20091218001516510 (O.P.R.C.C.T.); THENCE South 0°26'47" West, along the easterly line of said 121.281 acre tract and the westerly line of said 110 Prosper Property tract, passing en route at a distance of 1415.41 feet the northwest corner of a tract of land described in the deed to MSW Prosper 380 LP, recorded in Instrument No. 20130114000054790 (O.P.R.C.C.T.), and continuing on said course a total distance of 1590.00 feet to a point for corner; THENCE North 89º40'36” West, departing the easterly line of said 121.281 acre tract and crossing said 121.281 acre tract a distance of 1349.82 feet to a point for corner; THENCE South 00°02'42” East, continuing across said 121.281 acre tract, passing en route at a distance of 978.88 feet the southerly line of said 121.281 acre tract, common to the northerly right-of-way line of said U.S. Highway 380, and continuing on said course a total distance of 1058.88 feet to the POINT OF BEGINNING and containing 356.070 acres (15,510,419 square feet) of land, more or less. Michael B. Marx Registered Professional Land Surveyor No. 5181 Kimley-Horn and Associates, Inc. 5750 Genesis Court, Suite 200 Frisco, Texas 75034 Ph. 972-335-3580 michael.marx@kimley-horn.com This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. EXHIBIT "A" LINE TYPE LEGEND BOUNDARY LINE EASEMENT LINE BUILDING LINE WATER LINE SANITARY SEWER LINE STORM SEWER LINE UNDERGROUND GAS LINE OVERHEAD UTILITY LINE UNDERGROUND ELECTRIC LINE UNDERGROUND TELEPHONE LINE FENCE CONCRETE PAVEMENT ASPHALT PAVEMENT UGT UGE W SS GAS OHP 6 Z13-0011 EXHIBIT “B” PROSPER CENTER PLANNED DEVELOPMENT DISTRICT STATEMENT OF INTENT AND PURPOSE The Planned Development District provides the ability to encourage and accommodate the development of commercial business, retail, and single family residential uses within the Town of Prosper. The Planned Development District includes commercial areas that will generally provide opportunities for corporate headquarters, retail, training centers, assembly/production facilities for technological and scientific industries, office, and commercial facilities complemented by single family detached residential, all in close association with major thoroughfares. The majority of the Planned Development District will accommodate primarily single family residential uses, as well as provide the opportunity for neighborhood retail service centers for the residents of the community. Facilities will include uses that relate to the geographic location and transportation facilities that are proposed for this area. Site characteristics of Prosper Center, such as topography, thoroughfare locations, proposed uses and development opportunities will formulate a distinctive approach for the Town’s future. 6 Z13-0011 EXHIBIT “C” PROSPER CENTER PLANNED DEVELOPMENT DISTRICT PLANNED DEVELOPMENT STANDARDS Conformance with the Town’s Zoning Ordinance and Subdivision Ordinance: Except as otherwise set forth in these Development Standards, the regulations of the Town’s Zoning Ordinance (Ordinance No. 05-20 as it currently exists or may be amended) and the Subdivision Ordinance (Ordinance No. 03-05 as it currently exists or may be amended) shall apply. 1. Single Family Residential 1.1 General Description: Single Family Residential uses shall be permitted in all locations as shown on Exhibit “D” that are not identified as Commercial. Retail uses may be permitted, but not required, to develop in accordance with Section 2 within the areas identified on Exhibit “D”. 1.2 Permitted Uses: Land uses allowed within the Single Family Residential Tracts are as follows: Uses followed by an S are permitted by Specific Use Permit. Uses followed by a C are permitted subject to conditional development standards. Conditional development standards are set forth in Chapter 3, Section 1 of the Town’s Zoning Ordinance.  Accessory Building  Antenna and/or Antenna Support Structure, Non-Commercial C  Athletic Stadium or Field, Private C  Athletic Stadium or Field, Public  Bed and Breakfast Inn S  Day Care Center, Adult S  Day Care Center, Child C  Day Care Center, In-Home C  Farm, Ranch, Stable, Garden, or Orchard  Garage Apartment  Golf Course and/or Country Club  Guest House  Home Occupation C  Homebuilder Marketing Center C  House of Worship  Household Care Facility  Model Home  Municipal Uses Operated by the Town of Prosper  Park or Playground  Private Recreation Center  Private Street Development C  Private Utility, Other Than Listed  School, Private or Parochial S  School, Public  Single Family Dwelling, Detached - as described herein  Stealth Antenna, Commercial C  Temporary Building C  Utility Distribution/Transmission Facility S 6 1.3 Density: The maximum number of single family detached units shall be nine hundred thirty (930). 1.4 Lot Types: The single family detached lots shall be in accordance with the following Lot Types:  Type A Lots: Minimum 6,600 square foot lots  Type B Lots: Minimum 7,800 square foot lots  Type C Lots: Minimum 8,400 square foot lots 1.5 Single Family Detached Residential Area and Building Regulations: 1.5.1 Type A: A maximum of three hundred fifty (350) total units of this type shall be allowed and shall only be located within Tracts 2, 3, or 4. The max amount allowed within Tract 2 shall be seventy (70) units. The max amount allowed within Tract 3 shall be one hundred (150) units. The remainder, up to the three hundred fifty (350) maximum total, shall be allowed in Tract 4. 1.5.1.1 Size of Yards: 1.5.1.1.1 Minimum Front Yard: Twenty-five (25) feet. Setbacks shall be staggered per Zoning Ordinance. 1.5.1.1.2 Minimum Side Yard: Seven and one half (7.5) feet; fifteen (15) feet on corner adjacent to street. 1.5.1.1.3 Minimum Rear Yard: Twenty (20) feet 1.5.1.2 Size of Lots: 1.5.1.2.1 Minimum Lot Area: Six thousand six hundred (6,600) square feet. 1.5.1.2.2 Minimum Lot Width: Fifty-five (55) feet; except for lots at the terminus of a cul- de-sac, on a corner, or along a curve may have a width of fifty (50) feet at the front building line; provided all other requirements of this section are fulfilled. 1.5.1.2.3 Minimum Lot Depth: One hundred twenty (120) feet; except for lots at the terminus of a cul-de-sac, on a corner, backing to a turn lane, or along a curve may have a depth of one hundred ten (110) feet, measured at the midpoints of the front and rear lot lines provided all other requirements of this section are fulfilled. 1.5.1.3 Minimum Dwelling Area: Two thousand two hundred (2,200) square feet. 1.5.1.4 Maximum Building Height: Two and a half (2 ½) stories, no greater than forty (40) feet. 1.5.1.5 Lot Coverage: Fifty Five (55) percent. 1.5.2 Type B: Except for those lots developed per 1.5.1 and 1.5.3, the remainder of the units within the development shall be of this type. 1.5.2.1 Size of Yards: 1.5.2.1.1 Minimum Front Yard: Twenty-five (25) feet. Setbacks shall be staggered per Zoning Ordinance. 1.5.2.1.2 Minimum Side Yard: Seven and one half (7.5) feet; fifteen (15) feet on corner adjacent to street. 1.5.2.1.3 Minimum Rear Yard: Twenty (20) feet. 1.5.2.2 Size of Lots: 1.5.2.2.1 Minimum Lot Area: Seven thousand eight hundred (7,800) square feet. 1.5.2.2.2 Minimum Lot Width: Sixty-five (65) feet; except for lots at the terminus of a cul-de-sac, on a corner, or along a curve may have a width of sixty (60) feet at the front building line; provided all other requirements of this section are fulfilled. 6 1.5.2.2.3 Minimum Lot Depth: One hundred twenty (120) feet; except for lots at the terminus of a cul-de-sac, on a corner, backing to a turn lane, or along a curve may have a depth of one hundred ten (110) feet, measured at the midpoints of the front and rear lot lines provided all other requirements of this section are fulfilled. 1.5.2.3 Minimum Dwelling Area: Two thousand five hundred (2,500) square feet. 1.5.2.4 Maximum Building Height: Two and a half (2 ½) stories, no greater than forty (40) feet. 1.5.2.5 Lot Coverage: Fifty Five (55) percent 1.5.3 Type C: All lots located along the northern and eastern boundaries of Tract 2 shall be Type C lots. 1.5.3.1 Size of Yards: 1.5.3.1.1 Minimum Front Yard: Twenty-five (25) feet. Setbacks shall be staggered per Zoning Ordinance. 1.5.3.1.2 Minimum Side Yard: Seven and one half (7.5) feet; fifteen (15) feet on corner adjacent to street. 1.5.3.1.3 Minimum Rear Yard: Twenty (20) feet. 1.5.3.2 Size of Lots: 1.5.3.2.1 Minimum Lot Area: Eight thousand four hundred (8,400) square feet. 1.5.3.2.2 Minimum Lot Width: Seventy (70) feet; except for lots at the terminus of a cul- de-sac, on a corner, or along a curve may have a width of sixty-five (65) feet at the front building line; provided all other requirements of this section are fulfilled. 1.5.3.2.3 Minimum Lot Depth: One hundred twenty (120) feet; except for lots at the terminus of a cul-de-sac, on a corner, backing to a turn lane, or along a curve may have a depth of one hundred ten (110) feet, measured at the midpoints of the front and rear lot lines provided all other requirements of this section are fulfilled. 1.5.3.3 Minimum Dwelling Area: Two thousand five hundred (2,500) square feet. 1.5.3.4 Maximum Building Height: Two and a half (2 ½) stories, no greater than forty (40) feet. 1.5.3.5 Lot Coverage: Fifty Five (55) percent 1.6 Additional Standards: Residential development shall employ the following additional measures to promote a quality residential community. 1.6.1 Fencing: All fencing shall comply with the Town’s fencing standards as they exist or may be amended. In addition, the following regulations shall apply: 1.6.1.1 Fencing shall not exceed (8) feet in height above grade. 1.6.1.2 All fencing located adjacent to open space, parks, or floodplain shall consist of ornamental metal. 1.6.1.3 All wood fencing facing a public street shall consist of cedar, board on board with a top rail, and supported by steel posts. A common wood fence stain color shall be established for the community by the developer. 1.6.1.4 Fences shall be located at least ten (10) feet behind the front elevation of the main building. 1.6.2 Exterior Lighting: All homes shall provide an exterior lighting package to illuminate front entrances and garages. 6 1.6.3 Garages: 1.6.3.1 Homes shall have a minimum of two (2) car garages, but not more than three (3). No carports shall be permitted. 1.6.3.2 A house with three (3) car garage/enclosed parking spaces shall not have more than two (2) garage doors facing the street. (Note that one double (approximately 20’) door counts as two garage doors). 1.6.3.3 All garage doors shall have stamped reveals / texture or have a cedar cladding. 1.6.3.4 A minimum of 25% of the Type B and Type C units shall have swing-in driveways and/or side facing garages. 1.6.4 Driveways and Sidewalks: All portions of driveways and sidewalks outside of the public ROW shall incorporate an enhanced paving treatment consisting of stained concrete, exposed aggregate concrete, salt finished concrete, and/or brick borders. 2. Retail – A maximum of two (2) corner locations at the intersection of Legacy Drive and Prairie Drive, with a maximum total acreage of fifteen (15) acres, shall be permitted. 2.1 General Description: Retail may be developed in the general areas as illustrated on Exhibit “D”. These areas are primarily intended to accommodate retail, commercial and service centers that supply the surrounding residential areas with convenience goods and services which are normal daily necessities and routine purchases. Portions of or all of the Retail areas as illustrated on the Exhibit “D” may be developed as single family residential as outlined in Section 1. 2.2 Permitted Uses: Land uses allowed within the Retail Tracts are as follows: Uses followed by an S are permitted by Specific Use Permit. Uses followed by a C are permitted subject to conditional development standards. Conditional development standards are set forth in Chapter 3, Section 1 of the Town’s Zoning Ordinance.  Accessory Building  Administrative, Medical, or Professional Office  Alcohol Sales C  Antenna and/or Antenna Support Structure, Non-Commercial C  Antique Shop and Used Furniture  Artisan's Workshop  Assisted Care or Living Facility S  Athletic Stadium or Field, Private S  Athletic Stadium or Field, Public  Auto Parts Sales, Inside  Automobile Paid Parking Lot/Garage  Automobile Parking Lot/Garage  Automobile Repair, Minor  Bank, Savings and Loan, or Credit Union  Beauty Salon/Barber Shop  Bed and Breakfast Inn  Building Material and Hardware Sales, Major S  Building Material and Hardware Sales, Minor  Business Service  Car Wash  Caretaker's/Guard's Residence  Civic/Convention Center  College, University, Trade, or Private Boarding School 6  Commercial Amusement, Indoor  Community Center  Convenience Store without Gas Pumps  Day Care Center, Adult S  Day Care Center, Child C  Dry Cleaning, Minor  Equipment and Machinery Sales and Rental, Minor  Farm, Ranch, Stable, Garden, or Orchard  Farmer's Market  Feed Store  Fraternal Organization, Lodge, Civic Club, Fraternity, or Sorority  Furniture, Home Furnishings and Appliance Store  Golf Course and/or Country Club  Governmental Office  Gunsmith  Gymnastics/Dance Studio  Health/Fitness Center  Homebuilder Marketing Center  Hospital  House of Worship  Household Appliance Service and Repair  Insurance Office  Laundromat  Locksmith/Security System Company  Massage Therapy, Licensed  Mobile Food Vendor C  Municipal Uses Operated by the Town of Prosper  Museum/Art Gallery  Nursery, Minor  Park or Playground  Pet Day Care C  Print Shop, Minor  Private Recreation Center  Private Utility, Other Than Listed  Rehabilitation Care Institution S  Restaurant or Cafeteria  Restaurant, Drive In  Retail Stores and Shops  Retail/Service Incidental Use  School District Bus Yard C  School, Private or Parochial  School, Public  Small Engine Repair Shop  Stealth Antenna, Commercial C  Telephone Exchange  Temporary Building C  Theater, Neighborhood  Trailer Rental S  Utility Distribution/Transmission Facility S  Veterinarian Clinic and/or Kennel, Indoor 2.3 Retail Regulations: The area shall be developed in accordance with the “R – Retail” district regulations of the Town of Prosper Zoning Ordinance (as presently existing or as they may be amended). 6 3. Commercial – The Commercial tract comprises approximately thirty-six (36) acres generally located along US 380 east of Legacy Drive as depicted on Exhibit “D”. 3.1 General Description: The Commercial Tract, generally located on the subject property as shown on the attached Exhibit “D”, is intended to provide development opportunities for uses associated with the “C – Commercial” district to create a vibrant commercial center. 3.2 Permitted Uses: Land uses allowed within the Commercial Tracts are as follows: Uses followed by an S are permitted by Specific Use Permit. Uses followed by a C are permitted subject to conditional development standards. Conditional development standards are set forth in Chapter 3, Section 1 of the Town’s Zoning Ordinance.  Accessory Building  Administrative, Medical, or Professional Office  Antenna and/or Antenna Support Structure, Non-Commercial C  Antique Shop and Used Furniture  Artisan's Workshop  Assisted Care or Living Facility S  Athletic Stadium or Field, Private S  Athletic Stadium or Field, Public  Auto Parts Sales, Inside  Automobile Paid Parking Lot/Garage  Automobile Parking Lot/Garage  Automobile Repair, Minor  Automobile Sales, Used S  Automobile Sales/Leasing, New S  Bank, Savings and Loan, or Credit Union  Beauty Salon/Barber Shop  Bed and Breakfast Inn  Beer & Wine Package Sales C  Bottling Works  Building Material and Hardware Sales, Major  Building Material and Hardware Sales, Minor  Bus Terminal C  Business Service  Cabinet/Upholstery Shop  Car Wash  Car Wash, Self-Serve S  Caretaker's/Guard's Residence  Civic/Convention Center  College, University, Trade, or Private Boarding School  Commercial Amusement, Indoor  Commercial Amusement, Outdoor S  Community Center  Convenience Store with Gas Pumps C  Convenience Store without Gas Pumps  Dance Hall S  Day Care Center, Adult S  Day Care Center, Child C  Day Care Center, Incidental S  Dry Cleaning, Minor  Equipment and Machinery Sales and Rental, Minor 6  Fairgrounds/Exhibition Area S  Farm, Ranch, Stable, Garden, or Orchard  Farmer's Market  Feed Store  Fraternal Organization, Lodge, Civic Club, Fraternity, or Sorority  Furniture Restoration  Furniture, Home Furnishings and Appliance Store  Gas Pumps C  General Manufacturing/Industrial Use Complying with Performance Standards  Golf Course and/or Country Club  Governmental Office  Gunsmith  Gymnastics/Dance Studio  Health/Fitness Center  Helistop S  Homebuilder Marketing Center  Hospital  Hotel C  House of Worship  Household Appliance Service and Repair  Indoor Gun Range S  Insurance Office  Laundromat  Limited Assembly and Manufacturing Use Complying with Performance Standards  Locksmith/Security System Company  Machine Shop  Massage Therapy, Licensed  Mini-Warehouse/Public Storage S  Mobile Food Vendor C  Mortuary/Funeral Parlor  Motorcycle Sales/Service S  Municipal Uses Operated by the Town of Prosper  Museum/Art Gallery  Nursery, Major  Nursery, Minor  Office and Storage Area for Public/Private Utility  Office/Showroom  Office/Warehouse/Distribution Center  Open Storage – subject to Town’s open storage and screening standards  Park or Playground  Pet Day Care C  Print Shop, Minor  Private Club C  Private Recreation Center  Private Utility, Other Than Listed  Rehabilitation Care Institution S  Research and Development Center C  Residence Hotel C  Restaurant or Cafeteria  Restaurant, Drive In  Retail Stores and Shops  Retail/Service Incidental Use  School District Bus Yard C 6  School, Private or Parochial  School, Public  Small Engine Repair Shop  Stealth Antenna, Commercial C  Storage or Wholesale Warehouse S  Taxidermist  Telephone Exchange  Temporary Building C  Theater, Neighborhood  Theater, Regional  Transit Center  Utility Distribution/Transmission Facility S  Veterinarian Clinic and/or Kennel, Indoor  Veterinarian Clinic and/or Kennel, Outdoor  Winery 3.3 Commercial Regulations: The area shall be developed in accordance with the “C – Commercial” district regulations of the Town of Prosper Zoning Ordinance (as presently existing or as they may be amended) except for as noted below: 3.3.1 Size of Yards: 3.3.1.1 Minimum Front Yard: Thirty (30) feet for one (1) or two (2) story buildings, fifty (50) feet for buildings taller than two (2) stories. 3.3.1.2 Minimum Side Yard: 3.3.1.2.1 Fifteen (15) feet adjacent to a nonresidential district. The minimum side yard setback may be eliminated for attached retail buildings on separate lots as shown on an approved site plan. 3.3.1.2.2 Fifty (50) feet for a one (1) or two (2) story building adjacent to a residential district. 3.3.1.2.3 Thirty (30) feet adjacent to a street. 3.3.1.3 Minimum Rear Yard: 3.3.1.3.1 Fifteen (15) feet adjacent to a nonresidential district. The minimum side yard setback may be eliminated for attached retail buildings on separate lots as shown on an approved site plan. 3.3.1.3.2 Fifty (50) feet for a one (1) or two (2) story building adjacent to a residential district. 3.3.2 Maximum Height: For hotel, hospital, office, or other similar uses as approved by the Prosper Town Council, the maximum building height shall be eight (8) stories, not greater than one hundred (100) feet. All other uses shall have a maximum height of two (2) stories, not greater than forty (40) feet. Where buildings or structures exceed forty (40) feet in height, such structures shall not be located closer to any residential district boundary line than a distance equal to the sum of the required side or rear yard setback specified plus the height of the building above forty (40) feet. 3.3.3 Lot Coverage: Sixty (60) percent. 3.3.4 Floor Area Ratio: Maximum 1.5:1. 4. Parkland and Amenities 4.1 General Description: The proposed residential community shall provide parks and open spaces throughout to promote use and enjoyment of open areas by the residents within the community and the surrounding area. The proposed residential portion of the property shall dedicate the park areas as 6 shown on Exhibit D and described below which shall satisfy the development’s park land dedication requirement to the Town of Prosper. The conveyance of park land as described below to the Town of Prosper shall meet the requirements of Chapter 13, Parks and Other Public Uses of the Town of Prosper Subdivision Ordinance except as modified herein. 4.2 Community Park: Located at the southwest corner of the intersection of future Legacy Drive and Fishtrap Road as shown on Exhibit D. 4.2.1 The Community Park shall be a minimum of twenty-six (26) contiguous acres with a minimum of fifteen (15) acres outside of the 100 year floodplain. 4.2.2 Included within the Community Park is an existing creek and related floodplain. This area is intended to be preserved in a natural condition. 4.2.3 The Community Park is anticipated to provide area for active uses. Specific facilities in this area will be determined by Town staff, but may include some combination of the following:  Hike and bike trails connecting neighborhoods, schools, and parks as shown on the Town’s Parks and Trails Master Plan  Sport Courts  Lighted softball / baseball field(s) – shall comply with Town’s lighting standards  Lighted open sports fields – shall comply with Town’s lighting standards  Covered pavilion or shade structure  Children’s playground areas  Parking 4.3 Neighborhood Park: Located within the tract at the southwest quadrant of future Legacy Drive and future Prairie Drive as shown on Exhibit D. 4.3.1 The Neighborhood Park shall be a minimum of ten (10) contiguous acres. The Neighborhood Park will provide area for active uses, promote enjoyment of water related activities, and provide connectivity to neighboring development. Park Improvement Fees may be utilized for improvements within the Neighborhood Park via a Park Facility Agreement subject to Town approval. Typical improvements that would be eligible include, but are not limited to, hike and bike trails, playground equipment, picnic tables, benches, and pavilions. 4.3.2 Detention shall be an allowed use within the Neighborhood Park so long as the area utilized for detention function may be used as an amenity to the park. That portion of the park area shall be visually attractive and physically accessible. Detention areas shall be designed to include a wet retention pond with a constant water elevation. 4.3.3 The Neighborhood Park shall be fully landscaped and irrigated by Developer. 4.3.4 The Neighborhood Park shall be maintained by the HOA and shall be accessible to the public via a public access easement. 4.4 Amenity Center: Located within the tract at the southwest quadrant of future Legacy Drive and future Prairie Drive as shown on the attached Concept Plan. 4.4.1 The Amenity Center shall be located on a minimum of three (3) acres. 4.4.2 The Amenity Center shall be completed with the initial phase of residential development. 4.4.3 The Amenity Center shall provide area for family oriented activities. The intended program for the area shall include a minimum of four elements from the following: 6  Community building with interior and exterior spaces programmed for resident and HOA uses, possibly including a kitchen, meeting room(s), restrooms, and fitness room  Swimming pool  Children’s playground facility  Open play area  Convenience parking  Connection to the hike and bike trails within the neighborhood 6 EXHIBIT “E” PROSPER CENTER PLANNED DEVELOPMENT DISTRICT DEVELOPMENT SCHEDULE It is anticipated that the development of Prosper Center will begin within 1 to 10 years after approval and signing of the zoning ordinance. During this time period, prior to the initial stages of development, it is foreseen that plans and studies will be prepared for development and marketing of the property. Progress of development improvements will primarily depend on time frames established for construction of thoroughfares, utilities, and market trends/demands for the area. It is anticipated that the development of Prosper Center, excluding total construction of all structures, will be completed within 15 to 25 years of zoning approval. 6 TRACT 3 GROSS 4,741,333.0 SF (108.8 Ac) NET 4,497,133.2 SF (103.2 Ac) TRACT 4 GROSS 5,398,972.5 SF (123.9 Ac) NET 4,856,354.0 SF (111.5 Ac) TRACT 1 GROSS 2,384,414.8 SF (54.7 Ac) NET 2,138,601.1 SF (49.1 Ac) ∆ ∆ ∆ ∆ ∆ COMMERCIAL (±35.6 Ac.) SINGLE FAMILY TYPE B 65'X120' (±49.1 Ac.) SINGLE FAMILY TYPE A, B, & C 55'X120', 65'X120', & 70'X120' (±61.3 Ac.) SINGLE FAMILY TYPE A & B 55'X120' & 65'X120' (±26.8 Ac.) SINGLE FAMILY TYPE B 65'X120' (±49.4 Ac.) 356.1 ACRES 15,510,419.5 SQ. FT. ∆ SINGLE FAMILY TYPE A & B 55'X120' & 65'X120' (±75.9 Ac.) SINGLE FAMILY TYPE A & B 55'X120' & 65'X120' (±74.0 Ac.) NEIGHBORHOOD PARK COMMUNITY PARK 02 5750 GENESIS COURT, SUITE 200, FRISCO, TX 75034PHONE: 972-335-3580 FAX: 972-335-3779WWW.KIMLEY-HORN.COMProsper CenterTOWN OF PROSPERDENTON AND COLLIN COUNTY, TEXAS©2012 KIMLEY-HORN AND ASSOCIATES, INC.TEXAS REGISTERED ENGINEERING FIRM F-928 Prosper Center 357.32 ACRES COLLIN COUNTY SCHOOL LAND SURVEY ABSTRACT No. 581 & L. NETHERLY SURVEY ABSTRACT No.962 TOWN OF PROSPER, TEXAS FEBRUARY 2014 CURRENT PROPERTY OWNER: Prosper Partners, LP 10950 Research Road Frisco, TX 75033 P 214.387.3993 F 214.387.3913 E crichardson@txlandresources.com APPLICANT: Greater Land Resources Contact: Clint Richardson 10950 Research Road Frisco, TX 75033 P 214.387.3993 F 214.387.3913 E crichardson@txlandresources.com SURVEYOR: Michael Marx, R.P.L.S. Kimley-Horn and Associates 5750 Genesis Court Frisco, TX 75034 P 972.335.3580 F 972.335.3779 GRAPHIC SCALE IN FEET 0300 150 300 600 1"=300'@ 24X36 Z13-0011 NOTE: 1. THE THOROUGHFARE ALIGNMENTS SHOWN ON THIS EXHIBIT ARE FOR ILLUSTRATION PURPOSES AND DO NOT SET THE ALIGNMENT. THE ALIGNMENT IS DETERMINED AT TIME OF FINAL PLAT. 1.1.LEGACY RIGHT OF WAY: 1.1.1.120' (WIDENS TO 140' AT INTERSECTIONS WITH 4-LANE AND ABOVE THOROUGHFARES) 1.1.2.CENTERLINE RADII MINIMUM 1,400 FEET 1.2.4-LANE DIVIDED STREET RIGHTS OF WAY 1.2.1. 90', WIDENS TO 110' AT INTERSECTIONS WITH THOROUGHFARES ABOVE 4 LANES. 1.2.2.CENTERLINE RADII MINIMUM 1,100 FEET. 2. SEE EXHIBIT "C" - PLANNED DEVELOPMENT STANDARDS FOR ADDITIONAL RESTRICTIONS. 3. MAXIMUM ACREAGE OF NR ZONING ALLOWED SHALL BE 15.0 ACRES LOCATED ON UP TO 2 CORNERS OF THE INTERSECTION OF LEGACY AND EAST-WEST THOROUGHFARE. 4. PER EXHIBIT "C" PROSPER CENTER PLANNED DEVELOPMENT DISTRICT, A MAXIMUM OF 350 TYPE A UNITS SHALL BE ALLOWED LOCATED ONLY WITHIN TRACTS 2, 3, OR 4. 5. A MAXIMUM OF 930 SINGLE FAMILY RESIDENTIAL LOTS SHALL BE ALLOWED PER EXHIBIT "C" PROSPER CENTER PLANNED DEVELOPMENT DISTRICT 6. PARK LIMITS ARE ILLUSTRATIVE AND WILL MEET THE REQUIREMENTS OF THE PD N.T.S. LOCATION MAP FISHTRAP ROAD FUTURE 4-LANE DIVIDED FUTURELEGACYDRIVE6-LANEDIVIDEDF U T U R E 4 -L A N E D IV ID E D F UT URE 4-LA NE DIV IDED FUTURE4-LANEDIVIDEDSINGLE FAMILY (UNDER DEVELOPMENT) LINE TYPE LEGEND BOUNDARY LINE EASEMENT LINE BUILDING LINE WATER LINE SANITARY SEWER LINE STORM SEWER LINE UNDERGROUND GAS LINE OVERHEAD UTILITY LINE UNDERGROUND ELECTRIC LINE UNDERGROUND TELEPHONE LINE FENCE CONCRETE PAVEMENT ASPHALT PAVEMENT UGT UGE W SS GAS OHP EXHIBIT "D" 6 Z13-0011 C A A A R A O A SF-12.5 SF-15 SF-15 BP PD-14 BC PD-14 C PD-48 M PD-41 CC PD-43 SF PD-14 C PD-47 CC PD-48 CC PD-47 C PD-43 SF-10/12.5 PD-23 R PD-14 W UNIVERSITY DR FISHTRAP RD W FIRST ST S LEGACY DRCR 26HARPER RDARTESIA BLVDPALESTINE DR NACONA DRVICTORIA DR TOLEDO BEND CT PLACID TRL CLEARWATER DR EASTMINSTER DR CANYON RIDGE ±0 500 1,000 1,500 Feet 1 inch = 1,000 feet 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 Page 1 of 3 To: Mayor and Town Council From: Chris Copple, AICP, Director of Development Services Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Conduct a Public Hearing, and consider and act upon a request to rezone 29.5± acres, located on the southeast corner of Coit Road and Frontier Parkway, from Agricultural (A) to 16.2± acres of Single Family-17.5 (SF-17.5) and 13.3± acres of Retail (R). (Z14-0004). Description of Agenda Item: The zoning and land use of the surrounding properties are as follows: Zoning Current Land Use Future Land Use Plan Subject Property Agricultural Single Family Residential Retail & Neighborhood Services North City of Celina Undeveloped Land City of Celina East Agricultural Single Family Residential Low Density Residential South Planned Development-1- Single Family Single Family Residential (Gentle Creek Estates) Low Density Residential West Single Family-15 Single Family Residential (Highland Meadows) / Undeveloped Land Low Density Residential Requested Zoning – Z14-0001 is a request to rezone 29.5± acres, located on the southeast corner of Coit Road and Frontier Parkway, from Agricultural (A) to 16.2± acres of Single Family- 17.5 (SF-17.5) and 13.3± acres of Retail (R). Future Land Use Plan – The Future Land Use Plan (FLUP) recommends Retail & Neighborhood Services for the property. The proposed rezoning request is for 13.3± acres of Retail (R) as shown on Exhibit A, which conforms to the Retail & Neighborhood Services District of the FLUP. The proposed rezoning request is also for 16.2± acres of Single Family-17.5 (SF-17.5) as Prosper is a place where everyone matters. PLANNING 7 Page 2 of 3 shown on Exhibit A, which generally conforms to the Low Density Residential District of the FLUP. The purpose of the Retail & Neighborhood Services District is to provide neighborhood services typically including retail establishments that provide merchandise for retail sale, banks, neighborhood offices, and small medical offices. Such uses are important because of the contribution to the tax base through both property and sales tax, and should be strategically placed along the Town’s perimeter to attract patrons from neighboring communities. The purpose of the Low Density Residential District is to provide for large lot single family homes, typically 15,000 square feet to 1 acre in size with a density not to exceed 1.6 dwelling units an acre. The rezoning request would allow for lots not less than 17,500 square feet in size. The zoning request conforms to the FLUP. Thoroughfare Plan – The property has direct access to Frontier Parkway, a future six-lane divided thoroughfare, and Coit Road, a future six-lane divided thoroughfare. The zoning exhibit complies with the Thoroughfare Plan. Traffic Impact Analysis – During the development process of the property, a Traffic Impact Analysis (TIA) will be required by the Town of Prosper as well as the Texas Department of Transportation related to proposed access to FM 1461. During this process, the Town will address all health, safety, and welfare issues that are identified and incorporate them into the development plans for the property. Any required improvements will be required to be completed prior to final acceptance of the development. Water and Sanitary Sewer Services – Water service has been extended to the property and sanitary sewer service will have to be extended to the property either before or with development. Access – Access to the property is provided from Frontier Parkway and Coit Road. Adequate access is provided to the property. Schools – This property is located within the Prosper Independent School District (PISD). Parks – It is not anticipated that this property will be needed for the development of a park. Environmental Considerations – The 100-year floodplain located on the property is shown on Exhibit A. Summary – The FLUP recommends Retail & Neighborhood Services District for the entire subject property; however, the proposed rezoning request is for 13.3± acres of Retail (R) and 16.2± acres of Single Family-17.5 (SF-17.5), with the proposed R tract surrounded by the proposed SF-17.5 tract along the east and south sides as shown on Exhibit A. Gentle Creek, Phase 7 is located approximately 350 feet from the Retail tract, which provides a significant buffer between any future retail development and the existing single family homes in Gentle Creek. Legal Obligations and Review: Section 211.004 of the Texas Local Government Code requires that zoning must be adopted in accordance with the comprehensive plan. As a general rule, absent a significant change in conditions that could not be anticipated when the comprehensive plan was adopted, zoning regulations must be consistent with the comprehensive plan. Notification was provided to neighboring property owners as required by state law. Town staff has received 19 public hearing notice reply forms; all in opposition to the request. Of the 19 public hearing notice reply forms received, 9 were from property owners within two hundred feet (200’) of the subject 7 Page 3 of 3 property. The property owners in opposition to the request within two hundred feet (200’) of the subject property represent an area greater than twenty percent (20%) of the land area. Therefore, an affirmative vote of three-fourths (3/4) of all members of the Town Council is required to approve the zoning request. Attached Documents: 1. Zoning Exhibit A. 2. Zoning map of the surrounding area. 3. The Future Land Use Plan. 4. Public hearing notice reply forms (property owners within 200’ of the subject property). 5. Public hearing notice reply forms (property owners not within 200’ of the subject property). 6. March 4, 2014, Planning & Zoning Commission meeting minutes. Planning & Zoning Commission Recommendation: At their March 4, 2014, meeting, the Planning & Zoning Commission recommended the Town Council approve a request to rezone 29.5± acres, located on the southeast corner of Coit Road and Frontier Parkway, from Agricultural (A) to 16.2± acres of Single Family-17.5 (SF-17.5) and 13.3± acres of Retail (R), by a vote of 5-2, with Commission members Carlin and Moody being in opposition to the motion. The March 4, 2014, Planning & Zoning Commission meeting minutes are attached. Town Staff Recommendation: Town staff recommends the Town Council approve the request to rezone 29.5± acres, located on the southeast corner of Coit Road and Frontier Parkway, from Agricultural (A) to 16.2± acres of Single Family-17.5 (SF-17.5) and 13.3± acres of Retail (R). Proposed Motion: I move to approve the request to rezone 29.5± acres, located on the southeast corner of Coit Road and Frontier Parkway, from Agricultural (A) to 16.2± acres of Single Family-17.5 (SF-17.5) and 13.3± acres of Retail (R). 7 120'STA T E O F TE X A S PRO F ESSIONA L E N G INEERR EGIST E R EDC-00 TEXAS DEVELOPMENT SERVICES 906 W. McDERMOTT DRIVE SUITE 196-296 ALLEN, TX 75013 469-853-6538 TX FRIM NO. 12790 March 06, 2014ZONING EXHIBIT A28.030 ACRESA. DYER SURVEY, ABSTRACT 258TOWN of PROSPERCOLLIN COUNTY, TEXASWHITE TRACT1360 E. FRONTIER PARKWAYPROSPER, TX 75078 Case No. - Z2014-0001GRAPHIC SCALE ( IN FEET ) 1 inch = ft.100 A & W SURVEYORS, INC. P.O. BOX 870029, MESQUITE, TX. 75187 PHONE: (972) 681-4975 FAX: (972) 681-4954 WWW.AWSURVEY.COM ZONING EXHIBIT A 29.516 ACRES A. DYER SURVEY, ABSTRACT 258 TO WN of PROSPER COLLIN COUNTY, TEXAS 7 Z14-0004Residential Tract Z14-0004Commercial Tract A SF-15 A SF-15 SF-E SF PD-1 SF-22 PD-29 SF-15 PD-29 E FRONTIER PKWY N COIT RDCR 83FAIR OAKS LN BLUE FOREST DRFALCON RDTWIN LAKES DRGENTLE WAYCROOK E D S TI C K D R MIS T Y M E A D O W D R WINDY HILL LNFOSTERMILL DRCROSSWIND LNSPRING CREST DRSILVERLEAF CT0 250 500 750 Feet 1 inch = 500 feet 7 Z 0 0.5 1 1.50.25 Miles Plate 2 FutureLand UsePlan July 2012 kj kj kj kj kj kj kj kj kj kj kj kj kjkj kj Parvin Rd.F.M. 1385GeeFish Trap Rd. U.S. 380 Dallas North TollwayProsper Trail First St.La Cima Blvd. Frontier Pkwy.Preston Rd.Coit Rd.F.M. 1461 F.M. 2478F.M. 2478Custer Rd.F.M. 423Teel Pkwy.Legacy Dr.Legacy Dr.Virginia Pkwy.BNSF RRS. ColemanN. ColemanLovers Ln Hays RdLegend Low Density Residential Medium Density Residential High Density Residential Retail & Neighborhood Services Business Park Old Town District Town Center Tollway District US 380 District 100 Year Floodplain kjMajor Gateway kj Minor Gateway Town of Prosper ETJ Note: A comprehensive plan shall not constitute zoning regulations or establish zoning district boundaries. 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 Page 1 of 3 To: Mayor and Town Council From: Chris Copple, AICP, Director of Development Services Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Conduct a Public Hearing, and consider and act upon a request for a variance to the Sign Ordinance, Section 1.09(L), regarding Subdivision Entry Signs, located north of US 380 at Windsong Ranch Parkway. (V14-0001). Description of Agenda Item: Windsong Ranch is a 2,100-acre master planned community located in west Prosper. At ultimate build-out, the development could include up to 3,500 single family lots and 250 acres of mixed use/non-residential development, as well as an amenity program consisting of a variety of park types, multiple amenity centers, hike and bike trails, school sites, and Town facilities. The applicant is seeking a variance regarding the requirements for Subdivision Entry Signs. Subdivision Entry Signs identify a residential development and generally refer to the platted name of a subdivision. The applicant is proposing two Subdivision Entry Signs, the main Subdivision Entry Sign with the subdivision name and decorative metal ribbon, and the Subdivision Entry Sign with the subdivision logo. Per the Sign Ordinance, Subdivision Entry Signs are required to be located on-site, within the platted limits of a residential subdivision, and are allowed to have a maximum sign area of sixty (60) square feet. The applicant is requesting a variance to allow for an off-site subdivision entry signage and to allow for signage that exceeds the maximum area requirements of the Sign Ordinance. Both Subdivision Entry Signs are proposed to be located off-site, not within the platted limits of the subdivision, but will be located within easements that allow the developer to own, access, and maintain the signs. As shown on page 5 of the attached sign variance exhibit, the primary Subdivision Entry Sign area, with the subdivision name, measures approximately 72.5 square feet in area. The variance for this sign would allow for signage that exceeds the maximum area requirement by approximately 12.5 square feet. The Sign Ordinance requires subdivision entry signs to be located on-site, within the platted limits of a residential subdivision. As shown on page 2 of the attached sign variance exhibit, the single family residential subdivision is located approximately 2,000 feet north of US 380. The Subdivision Entry Signs are proposed to be located along US 380 to allow for improved visibility to the single family residential subdivision to the north. Placement of the Subdivision Entry Signs along US 380 not only allows for improved visibility to the single family residential Prosper is a place where everyone matters. DEVELOPMENT SERVICES 8 Page 2 of 3 subdivisions, but will also serve as the primary entrance into the entire development, including future mixed use/non-residential development along US 380. The Sign Ordinance contains five (5) criteria to be considered in determining the validity of a sign variance request. In order to approve a request for a variance, the Town Council shall determine that the request meets four (4) of the five (5) criteria. These criteria, as well as staff’s responses for each, are below: 1. The literal enforcement of the sign regulations will create an unnecessary hardship or a practical difficulty on the applicant; Subdivision Entry Signs are typically located in front of and adjacent to the single family residential development which they represent, making 60 square feet in area adequate sizing criteria for subdivision signage. The proposed Windsong Ranch Subdivision Entry Signs are proposed to be located along a major thoroughfare approximately 2,000 feet away from the single family residential subdivision which they are intended to represent. In this case, literal enforcement of the Sign Ordinance will result in a Subdivision Entry Sign that is not visible from US 380 and will create difficulty in traffic identifying the entrance to Windsong Ranch. 2. The proposed sign shall not adversely impact and will be wholly compatible with the use and permitted development of the adjacent property (visibility, size, etc.); The off-site properties, on which the Subdivision Entry Signs are located, are part of the Planned Development-40 (PD-40) zoning district and Windsong Ranch development. The intent of the developer is to establish a common theme throughout the single family residential and non-residential tracts of land. Placing Subdivision Entry Signs at this location identifies the entire Windsong Ranch master planned community, not only the single family development. The proposed signs shall not adversely impact and will be wholly compatible with the use and permitted development of the adjacent property 3. The proposed sign shall be of a unique design or configuration; The proposed decorative metal ribbon is of unique design and configuration and accentuates the theme of the Windsong Ranch development. 4. The special exception is needed due to a hardship caused by restricted area, shape, topography, or physical features that are unique to the property or structure on which the proposed sign would be erected, and such hardship is not self imposed; There is a 75-foot City of Irving waterline easement and 15-foot Town of Prosper waterline easement located along US 380, which requires the placement of the Subdivision Entry Signs farther away from the US 380 road frontage. Restricting the size of the signs to the standards in the Sign Ordinance may result in signage that is difficult to read from US 380. The single family residential subdivision is located approximately 2,000 feet north of US 380, because the property is zoned in conformance with the Town’s Future Land Use Plan, which does not recommend single family uses along US 380. These restrictions create a hardship that is not self imposed and warrants a special exception to the requirements of the Sign Ordinance. 8 Page 3 of 3 5. The special exception will substantially improve the public convenience and welfare and does not violate the intent of this Ordinance. The intent of this section of the Sign Ordinance is to allow for proportional, adequate, subdivision entry signage. Considering the proximity to the subdivision, the restrictions on the land, and the unique design, the proposed signage meets the intent of the Sign Ordinance and improves the public convenience and welfare. Placement of the Subdivision Entry Signs along US 380 not only allows for improved visibility to the residential subdivisions, but will also serve as the primary entrance into the entire Windsong Ranch development, including future non-residential development along US 380. Legal Obligations and Review: Notification was provided to neighboring property owners as required by the Sign Ordinance. Town staff has not received any public hearing notice reply forms. Attached Documents: 1. Sign variance exhibits. 2. Sign variance criteria responses from the applicant. 3. Sign variance application. Town Staff Recommendation: Town staff recommends the Town Council approve the request for a variance to the Sign Ordinance, Section 1.09(L), regarding Subdivision Entry Signs, located north of US 380 at Windsong Ranch Parkway. Proposed Motion: I move to approve the request for a variance to the Sign Ordinance, Section 1.09(L), regarding the Subdivision Entry Signs, located north of US 380 at Windsong Ranch Parkway. 8 8 8 SITEWORK PLAN LS 1.1 Designed: Drawn: Reviewed: Date Issued: Revisions: Sheet Title: Sheet Number: Project Number: Dallas, Texas 75206 (214) 744-0757 Fax: (214) 744-6785 Landscape Architects Planners Project: 5307 East Mockingbird Lane, Suite 120 Austin Dallas Houston San Antonio WINDSONG RANCH Phase One A PROSPER, TEXAS D12778 December 10, 2013 EG KW, YL, ZM EH, MM 40'20'10'0' Sitework Plan PLAN1 KEY MAP 8 SITEWORK DETAILS LS 3.3 Designed: Drawn: Reviewed: Date Issued: Revisions: Sheet Title: Sheet Number: Project Number: Dallas, Texas 75206 (214) 744-0757 Fax: (214) 744-6785 Landscape Architects Planners Project: 5307 East Mockingbird Lane, Suite 120 Austin Dallas Houston San Antonio WINDSONG RANCH Phase One A PROSPER, TEXAS D12778 December 10, 2013 EG KW, YL, ZM EH, MM SCALE: 1/8"=1'-0" Main Entry Wall PLAN1 8 SITEWORK DETAILS LS 3.4 Designed: Drawn: Reviewed: Date Issued: Revisions: Sheet Title: Sheet Number: Project Number: Dallas, Texas 75206 (214) 744-0757 Fax: (214) 744-6785 Landscape Architects Planners Project: 5307 East Mockingbird Lane, Suite 120 Austin Dallas Houston San Antonio WINDSONG RANCH Phase One A PROSPER, TEXAS D12778 December 10, 2013 EG KW, YL, ZM EH, MM SCALE: 1/4"=1'-0" Main Entry Wall FLATTENED ELEVATION1 SCALE: 1/4"=1'-0" Main Entry Wall FLATTENED ELEVATION2 SCALE: 1/4"=1'-0" Main Entry Wall w/ Logo FLATTENED ELEVATION3 SCALE: 1"=1'-0" Typical "Ribbon" Section SECTION4 2014-02-24 REVISION #1 8 SITEWORK DETAILS LS 3.5 Designed: Drawn: Reviewed: Date Issued: Revisions: Sheet Title: Sheet Number: Project Number: Dallas, Texas 75206 (214) 744-0757 Fax: (214) 744-6785 Landscape Architects Planners Project: 5307 East Mockingbird Lane, Suite 120 Austin Dallas Houston San Antonio WINDSONG RANCH Phase One A PROSPER, TEXAS D12778 December 10, 2013 EG KW, YL, ZM EH, MM SCALE: 1/2"=1'-0" Main Entry Wall SECTION1 SCALE: 1/2"=1'-0" Main Entry Wall SECTION2 SCALE: 1/2"=1'-0" Main Entry Wall @ Median SECTION3 SCALE: 1/2"=1'-0" Main Entry Wall @ Median SECTION4 SCALE: 1/2"=1'-0" Typical Secondary Entry PLAN / ELEVATION5 SCALE: 1/2"=1'-0" Typical Secondary Entry SECTION6 8 Windsong Ranch Main Entry Signage   8 A101.1 2 A101.1 3 81' - 2 1/4" FIRST LEVEL 0' - 0" T.O. FORM 2 12' - 11 1/4" T.O. FORM 1 27' - 11 1/4" B.O. BRICK LEDGE 2' - 11 1/4" T.O. FORM 3 10' - 5 1/4"7' - 6"10' - 0"25' - 0"FIRST LEVEL 0' - 0" T.O. FORM 2 12' - 11 1/4" T.O. FORM 1 27' - 11 1/4" B.O. BRICK LEDGE 2' - 11 1/4" T.O. FORM 3 10' - 5 1/4"7' - 6"10' - 0"25' - 0"SET ISSUE DATES DATE ISSUE PROJECT NO. GENERAL NOTES: DATE OF SHEET NO.1/6/2014 7:33:14 AMC:\Users\MMA09 HP Laptop02\Documents\131230_Windsong Ranch_pjoe_laptop.rvtWINDSONG RANCHPROSPER, TXXXXX 5 DEC 2014 A101.1 NOT FOR REGULATORY APPROVAL PERMITTING OR CONSTRUCTION 1 2 WINDSONG ENTRY WALL REVISIONS NO. DATE DESCRIPTION SCALE : 1/4" = 1'-0"1 RIBBON WALL - PLAN SCALE : 1/4" = 1'-0"2 RIBBON WALL ELEVATION - FRONT VIEW SCALE : 1/4" = 1'-0"3 RIBBON WALL ELEVATION - BACK VIEW 8 8 8 WINDSONG RANCH (PROSPER) SIGN VARIANCE CHECKLIST March 14, 2014 1. The literal enforcement of the sign regulations will create an unnecessary hardship or a practical difficulty on the applicant. Windsong Ranch is a master planned community consisting of approximately 3,100 single family residences and is an expected 10 year build out. To make a uniform and high quality entry, the East and West side signs are necessary and have a hardship accompanying them. The East and West side signs will be located off-site in easements that will allow for ownership, access, and maintenance of the sign, and the West side sign area is approximately 72.5 square feet, exceeding the town’s 60 square feet maximum area by 12.5 square feet . 2. The proposed sign shall not adversely impact and will be wholly compatible with the use and permitted development of the adjacent property (visibility, size, etc.). The adjacent property is part of the same PD and the intent is to incorporate this sign with the future commercial development as well. The adjacent property is zoned for non- residential uses and the scale of the signage is important for this reason, as well as the adjacency to the fast-moving traffic on Highway 380. 3. The proposed sign shall be of a unique design or configuration. The Windsong Ranch sign captures the essence of the Town of Prosper’s goal for a unique and high quality development in all aspects of construction. The sign is built on a radii, comprised of a blend of stone and metal, and will have our development name and logo laser cut sitting in front of a painted Aluminum panel and will be back lit for visual effects. 4. The special exception is needed due to a hardship caused by restricted area, shape, topography, or physical features that are unique to the property or structure on which the proposed sign would be erected, and such hardship is not self imposed. The signs are located off of Highway 380 and are approximately 2,000 feet from the single family residences. Therefore compelling it to be balanced in nature, larger in size, and eye catching to serve as a gateway to the development and to West Prosper. The special exception is that the signs are located off of our property and located within easements that will allow for ownership, access, and maintenance of the sign, and the West side sign area is approximately 72.5 square 8 feet, exceeding the town’s 60 square feet maximum area by 12.5 square feet .. The stone and laser cut metal signage needs to be of a size and scale that is compatible with the adjacent busy highway and the scale of commercial development that is anticipated at each side of this main entry. 5. The special exception will substantially improve the public convenience and welfare and does not violate the intent of this Ordinance. The signs will improve the public convenience by serving as a way-finding feature, public art, and a signature of elegance and design for the Town of Prosper. This structure adheres to the Town of Prosper’s goal of providing a unique and high quality development. 8 8 Page 1 of 2 To: Mayor and Town Council From: January Cook, CPPO, CPPB, Purchasing Agent Ronnie Tucker, Fire Chief Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon authorizing the Town Manager to execute a Standard Form of Agreement between the Town and Pogue Construction Co., L.P., related to Construction Manager-At-Risk services for Prosper Fire Department Station No. 2; an Addendum to the Standard Form of Agreement between the Town and the Construction Manager-At-Risk; and an Addendum to the General Conditions of the Contract for Construction. Description of Agenda Item: On November 12, 2013, Town Council approved the construction manager-at-risk procurement method for the construction of Fire Department Station No. 2. The Town utilized a two-step selection process. First, the Town requested Statement of Qualifications (SOQ) from qualified construction firms to provide construction manager-at-risk services. The Town received eleven responses. Firms were required to submit information, in order to facilitate evaluation based on the following criteria: 1. firm's overall ability to meet the Town's objectives; 2. experience; 3. professional qualifications of individuals assigned to the project; and 4. references. The evaluation committee was comprised of six staff members representing the Fire Department. The evaluation committee scored each submittal in accordance with the evaluation criteria as stated above, to determine the total points for each firm. Based on the results, the Town moved forward with the second step of the process, and requested proposals from the two top-ranked firms. Firms were required to submit information, in order to facilitate evaluation based on the following criteria: 1. qualifications of the Respondent based on SOQ (Step 1 of 2); 2. proposed fee for pre-construction services; 3. proposed fee for construction services; 4. cost and extent of general conditions; and 5. interview. A second committee, comprised of five staff members representing the Fire Department and Purchasing, along with the participation of two representatives from the Town's contracted Prosper is a place where everyone matters. FINANCE 9 Page 2 of 2 architectural/engineering firm, interviewed the two top-ranked firms. After interviews, additional discussions with references, and researching change order histories, it is the recommendation of staff to award the contract to Pogue Construction Co., L.P. The contract documents included with this item will secure the following:  Pre-Construction Services Fee $0.00  Construction Phase Services Fee 1.75%  Not-To-Exceed General Conditions Cost $187,169 When the construction drawings and specifications are one-hundred percent complete, the Construction Manager-At-Risk shall propose a Guaranteed Maximum Price (GMP), including contingencies, which shall be the sum of the estimated Cost of the Work, and the Construction Manager-At-Risk's fee. The GMP shall be proposed no later than 45 days after approval of the construction drawings and specifications by the Town, and will be presented to Town Council for approval at that time. Budget Impact: There is no budget impact until design is completed, and a GMP has been negotiated. Legal Obligations and Review: Alan Lathrom of Brown & Hofmeister, L.L.P., has reviewed the Standard Form of Agreement, Addendum to the Standard Form of Agreement, and the Addendum to the General Conditions of the Contract for Construction, as to form and legality. Attached Documents: 1. Proposal Summary 2. Evaluation Matrix 3. Proposal Tabulation 4. Standard Form of Agreement 5. Addendum to the Standard Form of Agreement 6. Addendum to the General Conditions of the Contract for Construction Town Staff Recommendation: Town staff recommends authorizing the Town Manager to execute a Standard Form of Agreement between the Town and Pogue Construction Co., L.P., related to Construction Manager-At-Risk services for Prosper Fire Department Station No. 2; an Addendum to the Standard Form of Agreement between the Town and the Construction Manager-At-Risk; and an Addendum to the General Conditions of the Contract for Construction. Proposed Motion: I move to authorize the Town Manager to execute a Standard Form of Agreement between the Town and Pogue Construction Co., L.P., related to Construction Manager-At-Risk services for Prosper Fire Department Station No. 2; an Addendum to the Standard Form of Agreement between the Town and the Construction Manager-At-Risk; and an Addendum to the General Conditions of the Contract for Construction. 9 STATEMENT OF QUALIFICATIONS NO. 2014-25-B(R) CONSTRUCTION MANAGER-AT-RISK FOR TOWN OF PROSPER FIRE DEPARTMENT STATION NO. 2 (STEPS 1A AND 1B OF 2-STEP PROCESS) SOQ SUMMARY Due Date/Time: (1A) January 7, 2014 @ 2:00pm (1B) January 21, 2014 @ 2:00pm Statements of Qualifications Received: 11 AMG & Associates Inc. Crossland Construction Company, Inc. Gallagher Construction Company, LP dba Gallagher Services Hawkins Construction, Inc. Highmark Construction Company, LLC Hill & Wilkinson General Contractors Piazza Construction LLC Pogue Construction Co., L.P. Schmoldt Construction, Inc. Speed Fab-Crete Starling Richardson Construction, Inc. All submissions received for the designated project are reflected in this summary. However, the listing of the submission on this summary shall not be construed as a comment on the responsiveness of such submission, or as any indication that the agency accepts such submission as being responsive. The agency will make a determination as to the responsiveness of the submission based upon compliance with all applicable laws, purchasing guidelines, and project documents, including but not limited to the project specifications and contract documents. The agency will notify the successful firm upon award of the contract and, as according to the law, all responses received will be available for inspection at that time. Certified By: January M. Cook, CPPO, CPPB Date: January 21, 2014 Purchasing Agent Town of Prosper Attachment 1 EVALUATION MATRIXEvaluation CriteriaWeighting POINTS WEIGHTED SCOREPOINTS WEIGHTED SCOREPOINTS WEIGHTED SCOREPOINTS WEIGHTED SCOREPOINTS WEIGHTED SCOREFirm's Overall Ability to Meet the Town's Objectives40%4.33 1.73 5.83 2.33 9.00 3.60 3.83 1.53 3.50 1.40Experience30%4.83 1.45 4.67 1.40 8.33 2.50 3.00 0.90 3.33 1.00Qualifications 20%4.67 0.93 4.83 0.97 8.33 1.67 4.00 0.80 3.50 0.70References10%4.170.424.000.409.170.924.330.433.670.37TOTAL100%4.535.108.683.673.47EVALUATION MATRIXEvaluation CriteriaWeighting POINTS WEIGHTED SCOREPOINTS WEIGHTED SCOREPOINTS WEIGHTED SCOREPOINTS WEIGHTED SCOREPOINTS WEIGHTED SCOREFirm's Overall Ability to Meet the Town's Objectives40%6.00 2.40 9.33 3.73 3.00 1.20 3.50 1.40 3.83 1.53Experience30%5.50 1.65 9.67 2.90 3.33 1.00 3.83 1.15 4.00 1.20Qualifications 20%5.67 1.13 8.83 1.77 3.67 0.73 3.83 0.77 4.17 0.83References10%5.500.559.670.974.000.403.830.385.000.50TOTAL 100% 5.73 9.37 3.33 3.70 4.07EVALUATION MATRIXEvaluation CriteriaWeighting POINTS WEIGHTED SCOREPOINTS WEIGHTED SCOREQualifications (Step 1 of 2)40%8.68 3.47 9.37 3.75Proposed Fee for Pre-Construction Services5%9.00 0.45 10.00 0.50Proposed Fee for Construction Services20%5.93 1.19 10.00 2.00Cost and Extent of General Conditions25%8.572.1410.002.50Interview10%8.000.808.500.85TOTAL 100% 8.05 9.60Gallagher Services Pogue Construction Co., LPRFP No. 2014-25-B Construction Manager-At-Risk for Town of Prosper Fire Department Station No. 2 (Step 2 of 2)SOQ No. 2014-25-B Construction Manager-At-Risk for Town of Prosper Fire Department Station No. 2 (Step 1 of 2)Highmark Construction Company, LLCAMG & Associates, Inc.Crossland Construction Company, Inc.Gallagher Services Hawkins Construction, Inc.Piazza Construction LLCPogue Construction Co., LPSchmoldt Construction, Inc.Speed Fab-Crete Starling Richardson Construction, Inc.Attachment 2 Town of Prosper Proposal TabulationRFP No: 2014-25-B Construction Manager-At-Risk for Town of Prosper Fire Department Station No. 2 (Step 2 of 2-Step Process)Opening: 3/5/14 at 2:00 PMGallagher Construction Company, LP dba Gallagher Services Pogue Construction Co., L.P. Pre-Construction Fee $ 1,000.00 $ - Construction Phase Services Fee 2.95% 1.75%Not-To-Exceed General Conditions Cost $ 187,169.00 $ 160,345.08 **All bids/proposals submitted for the designated project are reflected on this tabulation sheet. However, the listing of the bid/proposal on this tabulation sheet shall not be construed asa comment on the responsiveness of such bid/proposal or as any indication that the agency accepts such bid/proposal as being responsive. The agency will make a determination as toCertified By: January M. Cook, CPPO, CPPBDate: March 5, 2014 Purchasing Agent Town of Prosper, Texasthe responsiveness of the vendorresponses submitted based upon compliance with all applicable laws, purchasing guidelines and project documents, including but not limited to theproject specifications and contract documents. The agency will notify the successful vendor upon award of the contract and, as according to the law,all bid/proposal responses receivedwill be available for inspection at that time. Attachment 3 Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201™–2007, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. made as of the Twenty-fifth day of March in the year Two Thousand Fourteen (In words, indicate day, month and year.) the Owner: (Name, legal status and address) Town of Prosper, a Texas Municipal Corporation, Physical Address: 121 W. Broadway Prosper, Texas 75078 Mailing Address: P. O. Box 307 Prosper, Texas 75078 and the Construction Manager: (Name, legal status and address) Pogue Construction Co., L.P., a Texas Limited Partnership, acting by and through Ben Pogue, L.C., its General Partner 1512 Bray Central Dr. Suite 300 McKinney, Texas 75069 for the following Project: (Name and address or location) Town of Prosper Fire Department Station No. 2 1150 S. Teel Parkway Prosper, Texas 75078 (Denton County, north of US Highway 380) The Architect: (Name, legal status and address) Wiginton Hooker Jeffry, P.C. Architects, Professional Corporation 500 N. Central Expressway Suite 300 Plano, Texas 75074 The Owner’s Designated Representative: (Name, address and other information) Harlan Jefferson, Town Manager Physical Address: Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 2 121 W. Broadway Prosper, Texas 75078 Mailing Address: P. O. Box 307 Prosper, Texas 75078 The Construction Manager’s Designated Representative: (Name, address and other information) Ben Pogue Telephone Number: (972) 529-9401 Fax Number: (972) 529-9406 Email Address: ben@pogueconstruction.com The Architect’s Designated Representative: (Name, address and other information) Anthony M. Jeffry, AIA, Telephone Number: 972.665.0657 Fax Number: 972.665.0656 Email Address: jeffryt@whjarch.com The Owner and Construction Manager agree as follows. Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 3 The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager’s skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. For the Preconstruction Phase, AIA Document A201™–2007, General Conditions of the Contract for Construction, shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the contract shall be as set forth in A201–2007, which document is incorporated herein by reference. The term "Contractor" as used in A201–2007 shall mean the Construction Manager. The Construction Manager’s Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Construction Manager’s Construction Phase responsibilities are set forth in Section 2.3. The Owner and Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 4 Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. The Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other. The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling of the Work. The Construction Manager shall advise the Owner and the Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Construction Manager shall also provide recommendations consistent with the Project requirements to the Owner and Architect on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. When Project requirements in Section 3.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect’s review and the Owner’s acceptance. The Construction Manager shall obtain the Architect’s approval for the portion of the Project schedule relating to the performance of the Architect’s services. The Project schedule shall coordinate and integrate the Construction Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities and identify items that could affect the Project’s timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of construction; and the occupancy requirements of the Owner. The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, or phased construction. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities and procurement and construction scheduling issues. Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect’s review and Owner’s approval. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the Architect’s review and the Owner’s approval. The Construction Manager shall inform the Owner and Architect when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action. The Construction Manager shall develop bidders’ interest in the Project. The Construction Manager shall prepare, for the Architect’s review and the Owner’s acceptance, a procurement schedule for items that must be ordered well in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Upon the Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 5 establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. The Construction Manager shall exercise reasonable care in preparing schedules and estimates. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi governmental authorities for inclusion in the Contract Documents. At a time to be mutually agreed upon by the Owner and the Construction Manager and in consultation with the Architect, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner’s review and acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager’s estimate of the Cost of the Work, including contingencies described in Section 2.2.4, and the Construction Manager’s Fee. To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Construction Manager shall provide in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2, to supplement the information provided by the Owner and contained in the Drawings and Specifications; A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, allowances, contingency, and the Construction Manager’s Fee; The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and A date by which the Owner must accept the Guaranteed Maximum Price. In preparing the Construction Manager’s Guaranteed Maximum Price proposal, the Construction Manager shall include its contingency for the Construction Manager’s exclusive use to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order. The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner and Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 6 acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the commencement of the Construction Phase, unless the Owner provides prior written authorization for such costs. The Owner shall authorize the Architect to provide the revisions to the Drawings and Specifications to incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish those revised Drawings and Specifications to the Construction Manager as they are revised. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications. The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Construction Manager that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. For purposes of Section 8.1.2 of A201–2007, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. The Construction Phase shall commence upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal or the Owner’s issuance of a Notice to Proceed, whichever occurs earlier. Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager’s own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. The Owner may designate specific persons from whom, or entities from which, the Construction Manager shall obtain bids. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Construction Manager and the Architect, which bids will be accepted. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. If the Guaranteed Maximum Price has been established and when a specific bidder (1) is recommended to the Owner by the Construction Manager, (2) is qualified to perform that portion of the Work, and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner. Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a cost-plus a fee basis, the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below. If the Construction Manager recommends a specific bidder that may be considered a "related party" according to Section 6.10, then the Construction Manager shall promptly notify the Owner in writing of such relationship and notify the Owner of the specific nature of the contemplated transaction, according to Section 6.10.2. The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes to the Owner and Architect. Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 7 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201–2007. The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. The Construction Manager shall also keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner. The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 2.3.2.7 above. Section 3.12.10 of A201–2007 shall apply to both the Preconstruction and Construction Phases. Section 10.3 of A201–2007 shall apply to both the Preconstruction and Construction Phases. The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. Thereafter, the Construction Manager may only request such evidence if (1) the Owner fails to make payments to the Construction Manager as the Contract Documents require, (2) a change in the Work materially changes the Contract Sum, or (3) the Construction Manager identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Construction Manager and Architect. The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1.1, (2) the Owner’s other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 8 The Owner shall furnish tests, inspections and reports required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner’s representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201–2007, the Architect does not have such authority. The term "Owner" means the Owner or the Owner’s authorized representative. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B103™–2007, Standard Form of Agreement Between Owner and Architect, including any additional services requested by the Construction Manager that are necessary for the Preconstruction and Construction Phase services under this Agreement. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect, and any further modifications to the agreement. For the Construction Manager’s Preconstruction Phase services, the Owner shall compensate the Construction Manager as follows: For the Construction Manager’s Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.) See Paragraph No. 33 of the Addendum to the Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, AIA Document A133 - 2009 (hereinafter referred to as "Addendum to A133"), which Addendum to A133 is incorporated herein by reference for all purposes allowed by law. If the Preconstruction Phase services covered by this Agreement have not been completed within six ( (6) calendar ) months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager’s compensation for Preconstruction Phase services shall be equitably adjusted. Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 9 Compensation based on Direct Personnel Expense includes the direct salaries of the Construction Manager’s personnel providing Preconstruction Phase services on the Project and the Construction Manager’s costs for the mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. (Paragraphs deleted) See Paragraph No. 35 of the Addendum to A133. For the Construction Manager’s performance of the Work as described in Section 2.3, the Owner shall pay the Construction Manager the Contract Sum in current funds. The Contract Sum is the Cost of the Work as defined in Section 6.1.1 plus the Construction Manager’s Fee. The Construction Manager’s Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager’s Fee.) See Paragraph No. 36 of the Addendum to A133. The method of adjustment of the Construction Manager’s Fee for changes in the Work: See Paragraph No. 37 of the Addendum to A133. Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the Work: See Paragraph No. 38 of the Addendum to A133. See Paragraph No. 39 of the Addendum to A133. Unit prices, if any: (Identify and state the unit price; state the quantity limitations, if any, to which the unit price will be applicable.) The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the Cost of the Work exceeds the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner. (Insert specific provisions if the Construction Manager is to participate in any savings.) See Paragraph No. 40 of the Addendum to A133. The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the Contract Documents and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document A201–2007, General Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 10 Conditions of the Contract for Construction. The Construction Manager shall be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.3.3 of AIA Document A201–2007, General Conditions of the Contract for Construction. In calculating adjustments to subcontracts (except those awarded with the Owner’s prior consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of AIA Document A201–2007 and the term "costs" as used in Section 7.3.7 of AIA Document A201–2007 shall have the meanings assigned to them in AIA Document A201–2007 and shall not be modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8 of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above-referenced provisions of AIA Document A201–2007 shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 of this Agreement and the term "fee" shall mean the Construction Manager’s Fee as defined in Section 5.1 of this Agreement. If no specific provision is made in Section 5.1.2 for adjustment of the Construction Manager’s Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager’s Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7. Where any cost is subject to the Owner’s prior approval, the Construction Manager shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed Maximum Price Amendment. Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner’s prior approval, at off-site workshops. Wages or salaries of the Construction Manager’s supervisory and administrative personnel when stationed at the site with the Owner’s prior approval. (If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager’s principal or other offices shall be included in the Cost of the Work, identify in Section 11.5, the personnel to be included, whether for all or only part of their time, and the rates at which their time will be charged to the Work.) Wages and salaries of the Construction Manager’s supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3. Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, with the Owner’s prior approval. Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 11 Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction. Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of the Work or, at the Owner’s option, shall be sold by the Construction Manager. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Construction Manager shall mean fair market value. Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Construction Manager-owned item may not exceed the purchase price of any comparable item. Rates of Construction Manager-owned equipment and quantities of equipment shall be subject to the Owner’s prior approval. Costs of removal of debris from the site of the Work and its proper and legal disposal. Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office. That portion of the reasonable expenses of the Construction Manager’s supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner’s prior approval. Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract Documents, with the Owner’s prior approval. Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Construction Manager is liable. Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by the Contract Documents to pay. Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201–2007 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 6.7.3. Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 12 the Contract Documents; and payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction Manager’s Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201–2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. Costs for electronic equipment and software, directly related to the Work with the Owner’s prior approval. Deposits lost for causes other than the Construction Manager’s negligence or failure to fulfill a specific responsibility in the Contract Documents. Legal, mediation and arbitration costs, including attorneys’ fees, other than those arising from disputes between the Owner and Construction Manager, reasonably incurred by the Construction Manager after the execution of this Agreement in the performance of the Work and with the Owner’s prior approval, which shall not be unreasonably withheld. Subject to the Owner’s prior approval, expenses incurred in accordance with the Construction Manager’s standard written personnel policy for relocation and temporary living allowances of the Construction Manager’s personnel required for the Work. Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner. Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.4 of AIA Document A201–2007. Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201–2007 or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8. The Cost of the Work shall not include the items listed below: Salaries and other compensation of the Construction Manager’s personnel stationed at the Construction Manager’s principal office or offices other than the site office, except as specifically provided in Section 6.2, or as may be provided in Article 11; Expenses of the Construction Manager’s principal office and offices other than the site office; Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7; The Construction Manager’s capital expenses, including interest on the Construction Manager’s capital employed for the Work; Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; Any cost not specifically and expressly described in Sections 6.1 to 6.7; Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; and Costs for services incurred during the Preconstruction Phase. Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 13 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work. For purposes of Section 6.10, the term "related party" shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Construction Manager; any entity in which any stockholder in, or management employee of, the Construction Manager owns any interest in excess of ten percent in the aggregate; or any person or entity which has the right to control the business or affairs of the Construction Manager. The term "related party" includes any member of the immediate family of any person identified above. If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the Owner fails to authorize the transaction, the Construction Manager shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager’s records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents. The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. See Paragraph No. 60 of the Addendum to A133. With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, less that portion of those payments attributable to the Construction Manager’s Fee, plus payrolls for the period covered by the present Application for Payment. Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 14 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager’s Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Construction Manager’s Applications for Payment. Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201–2007; Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; Add the Construction Manager’s Fee, less retainage of Five percent ( 5 %). The Construction Manager’s Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; Subtract retainage of Five percent ( 5 %) from that portion of the Work that the Construction Manager self-performs; Subtract the aggregate of previous payments made by the Owner; Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner’s auditors in such documentation; and Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201–2007. The Owner and Construction Manager shall agree upon (1) a mutually acceptable procedure for review and approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the Construction Manager shall execute subcontracts in accordance with those agreements. Except with the Owner’s prior approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. In taking action on the Construction Manager’s Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s auditors acting in the sole interest of the Owner. Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 15 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when the Construction Manager has fully performed the Contract except for the Construction Manager’s responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201–2007, and to satisfy other requirements, if any, which extend beyond final payment; the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; and a final Certificate for Payment has been issued by the Architect. The Owner’s final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment. The Owner’s auditors will review and report in writing on the Construction Manager’s final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner’s auditors report to be substantiated by the Construction Manager’s final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner’s auditors, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect’s reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201–2007. The time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201–2007. The Architect is not responsible for verifying the accuracy of the Construction Manager’s final accounting. If the Owner’s auditors report the Cost of the Work as substantiated by the Construction Manager’s final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201– 2007. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager’s receipt of a copy of the Architect’s final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner’s auditors becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect’s final Certificate for Payment. If, subsequent to final payment and at the Owner’s request, the Construction Manager incurs costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager such costs and the Construction Manager’s Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Construction Manager has participated in savings as provided in Section 5.2.1, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. (Paragraph deleted) See Paragraph No. 68 of the Addendum to A133. See Paragraph No. 69 of the Addendum to A133. (Paragraphs deleted) Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager for the Owner’s convenience Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 16 and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days’ written notice to the Owner, for the reasons set forth in Section 14.1.1 of A201–2007. In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no event shall the Construction Manager’s compensation under this Section exceed the compensation set forth in Section 4.1. If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2: Take the Cost of the Work incurred by the Construction Manager to the date of termination; Add the Construction Manager’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and Subtract the aggregate of previous payments made by the Owner for Construction Phase services. The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below, the Contract may be terminated as provided in Article 14 of AIA Document A201–2007. If the Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201–2007 shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager under Section 14.1.3 of A201–2007 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above, except that the Construction Manager’s Fee shall be calculated as if the Work had been fully completed by the Construction Manager, utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed. Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 17 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2007. In such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201–2007, except that the term "profit" shall be understood to mean the Construction Manager’s Fee as described in Sections 5.1 and 5.3.5 of this Agreement. Terms in this Agreement shall have the same meaning as those in A201–2007. Section 1.5 of A201–2007 shall apply to both the Preconstruction and Construction Phases. Section 13.1 of A201–2007 shall apply to both the Preconstruction and Construction Phases. The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement. Except as provided in Section 13.2.2 of A201–2007, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. Other provisions: See Paragraph No. 74 of the Addendum to A133. This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. The following documents comprise the Agreement: AIA Document A133–2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AIA Document A201–2007, General Conditions of the Contract for Construction AIA Document E201™–2007, Digital Data Protocol Exhibit, if completed AIA Document E202™–2008, Building Information Modeling Protocol Exhibit, if completed Other documents: (List other documents, if any, forming part of the Agreement.) .1 Addendum to the Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, AIA Document A133 – 2009 .2 Addendum to the General Conditions of the Contract for Construction, AIA Document A201-2007 .3 The October 2004 Edition of the Public Works Construction Standards - North Central Texas as amended and published by the North Central Texas Council of Governments, as amended by the Owner (collectively, the "NCTCOG Specifications ") .4 Owner’s Request for Proposals No. 2014-25-B .5 Construction Manager’s completed Proposal .6 Construction Manager’s Guaranteed Maximum Price Proposal as accepted by Owner .7 Owner’s written notice to proceed to the Construction Manager Init. / AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:16:02 on 03/20/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1414223953) 18 .8 The Performance, Payment, and Maintenance Bonds (in the form required by Owner) This Agreement is entered into as of the day and year first written above. (Signature) (Signature) Harlan Jefferson, Town Manager Ben Pogue, Sole Member of Ben Pogue, L.C., General Partner of Pogue Construction Co., L.P. (Printed name and title) (Printed name and title) Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. (Name and location or address) Town of Prosper Fire Department Station No. 2 Denton County, north of US Highway 380 at 1150 S. Teel Parkway (Name, legal status and address) Town of Prosper Physical Address: 121 W. Broadway Prosper, TX 75078 Mailing Address: P. O. Box 307 Prosper, TX 75078 (Name, legal status and address) Wiginton Hooker Jeffry, P.C. Architects, Professional Corporation 500 N. Central Expressway Suite 300 Plano, Texas 75074 Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 2 Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 3 (Topics and numbers in bold are section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.4.2, 13.7, 14.1, 15.2 Addenda 1.1.1, 3.11 Additional Costs, Claims for 3.7.4, 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.5 Additional Insured 11.1.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.5 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8, 7.3.8 All-risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7, 9.10, 11.1.3 Approvals 2.1.1, 2.2.2, 2.4, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10, 4.2.7, 9.3.2, 13.5.1 Arbitration 8.3.1, 11.3.10, 13.1, 15.3.2, 15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4, 3.12.7, 4.1, 4.2, 5.2, 6.3, 7.1.2, 7.3.7, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2 Architect’s Additional Services and Expenses 2.4, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Architect’s Administration of the Contract 3.1.3, 4.2, 3.7.4, 15.2, 9.4.1, 9.5 Architect’s Approvals 2.4, 3.1.3, 3.5, 3.10.2, 4.2.7 Architect’s Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect’s Copyright 1.1.7, 1.5 Architect’s Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.5.2, 15.2, 15.3 Architect’s Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 Architect’s Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.5.2 Architect’s Interpretations 4.2.11, 4.2.12 Architect’s Project Representative 4.2.10 Architect’s Relationship with Contractor 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, 15.2 Architect’s Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7 Architect’s Representations 9.4.2, 9.5.1, 9.10.1 Architect’s Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Asbestos 10.3.1 Attorneys’ Fees 3.18.1, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 Binding Dispute Resolution 9.7, 11.3.9, 11.3.10, 13.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.4.1 Boiler and Machinery Insurance 11.3.2 Bonds, Lien 7.3.7.4, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 4 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.3 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.10.2, 11.1.3 Change Orders 1.1.1, 2.4, 3.4.2, 3.7.4, 3.8.2.3, 3.11, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.6, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9, 12.1.2, 15.1.3 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.1, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3.1, 9.3.1.1, 11.3.9 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.7.4, 6.1.1, 7.3.9, 10.3.2, 15.1.4 Claims for Additional Time 3.2.4, 3.7.4, 6.1.1, 8.3.2, 10.3.2, 15.1.5 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Claims Subject to Arbitration 15.3.1, 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.3.1, 11.3.6, 11.4.1, 15.1.4 Commencement of the Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2, 13.7, 14.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 13.7 Compliance with Laws 1.6, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor’s 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.3.9, 14 Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.2.5, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 3.7.4, 3.8, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4, 8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2, 15.1.5.1, 15.2.5 Contract Time, Definition of 8.1.1 Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 5 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor’s Construction Schedules 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Contractor’s Employees 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 Contractor’s Liability Insurance 11.1 Contractor’s Relationship with Separate Contractors and Owner’s Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3.7, 12.1.2, 12.2.4 Contractor’s Relationship with Subcontractors 1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.3.1.2, 11.3.7, 11.3.8 Contractor’s Relationship with the Architect 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Contractor’s Representations 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor’s Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor’s Review of Contract Documents 3.2 Contractor’s Right to Stop the Work 9.7 Contractor’s Right to Terminate the Contract 14.1, 15.1.6 Contractor’s Submittals 3.10, 3.11, 3.12.4, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.4.2 Contractor’s Superintendent 3.9, 10.2.6 Contractor’s Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.5, 7.3.7, 8.2, 10, 12, 14, 15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.3, 2.4, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.7 Costs 2.4, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4, 11.3.1, 12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3, 2.4, 3.5, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Definitions 1.1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.5, 15.2.5 Disputes 6.3, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2, 11.1.2 Emergencies 10.4, 14.1.1.2, 15.1.4 Employees, Contractor’s 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 6 Equipment, Labor, Materials or 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2, 9.5.1, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 10.4, 14.3, 15.1.5, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, 12.3, 14.2.4, 14.4.3 Financial Arrangements, Owner’s 2.2.1, 13.2.2, 14.1.1.4 Fire and Extended Coverage Insurance 11.3.1.1 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials 10.2.4, 10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7 Information and Services Required of the Owner 2.1.2, 2.2, 3.2.2, 3.12.4, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.2, 14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.2, 14.2.4, 15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.5.2 Instruments of Service, Definition of 1.1.7 Insurance 3.18.1, 6.1.1, 7.3.7, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 11 Insurance, Boiler and Machinery 11.3.2 Insurance, Contractor’s Liability 11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Insurance, Loss of Use 11.3.3 Insurance, Owner’s Liability 11.2 Insurance, Property 10.2.5, 11.3 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4 Interest 13.6 Interpretation 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12, 15.1.4 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 9.9.1, 10.2.2, 11.1.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 13.7, 15.4.1.1 Limitations of Liability 2.3, 3.2.2, 3.5, 3.12.10, 3.17, 3.18.1, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.3.3, 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 Limitations of Time 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 Loss of Use Insurance 11.3.3 Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 7 Material Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6, 1.5.1, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic’s Lien 2.1.2, 15.2.8 Mediation 8.3.1, 10.3.5, 10.3.6, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1 Minor Changes in the Work 1.1.1, 3.12.8, 4.2.8, 7.1, 7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1, 1.1.2, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2, 11.3.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3, 2.4, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Notice 2.2.1, 2.3, 2.4, 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2.1, 9.7, 9.10, 10.2.2, 11.1.3, 12.2.2.1, 13.3, 13.5.1, 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1 Notice, Written 2.3, 2.4, 3.3.1, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1, 13.3, 14, 15.2.8, 15.4.1 Notice of Claims 3.7.4, 10.2.8, 15.1.2, 15.4 Notice of Testing and Inspections 13.5.1, 13.5.2 Observations, Contractor’s 3.2, 3.7.4 Occupancy 2.2.2, 9.6.6, 9.8, 11.3.1.5 Orders, Written 1.1.1, 2.3, 3.9.2, 7, 8.2.2, 11.3.9, 12.1, 12.2.2.1, 13.5.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Services Required of the 2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.3, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Owner’s Authority 1.5, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 15.2.7 Owner’s Financial Capability 2.2.1, 13.2.2, 14.1.1.4 Owner’s Liability Insurance 11.2 Owner’s Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner’s Right to Carry Out the Work 2.4, 14.2.2 Owner’s Right to Clean Up 6.3 Owner’s Right to Perform Construction and to Award Separate Contracts 6.1 Owner’s Right to Stop the Work 2.3 Owner’s Right to Suspend the Work 14.3 Owner’s Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5, 2.2.5, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9, 11.3.1.5 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 12.3, 13.7, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.7.4, 9.6.7, 9.10.3, 11.4 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 PAYMENTS AND COMPLETION 9 Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 8 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 7.3.7.4, 9.6.7, 9.10.3, 11.4 Permits, Fees, Notices and Compliance with Laws 2.2.2, 3.7, 3.13, 7.3.7.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.3 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.3 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14, 15.2.8, 15.4 Rejection of Work 3.5, 4.2.6, 12.2.1 Releases and Waivers of Liens 9.10.2 Representations 3.2.1, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.2, 4.2.10, 5.1.1, 5.1.2, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9.5.1, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor’s Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2, 2.3, 2.4, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.4.2, 9.10.1, 13.5 Site Visits, Architect’s 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.6, 12.2.1, 13.5 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14 Statute of Limitations 13.7, 15.4.1.1 Stopping the Work 2.3, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 9 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.7, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3.7 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 4.1.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub-subcontractor, Definition of 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.7, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.3 Surety 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Surety, Consent of 9.10.2, 9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14.3 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.7.4 Termination by the Contractor 14.1, 15.1.6 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.6 Termination by the Owner for Convenience 14.4 Termination of the Architect 4.1.3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 11.4.1, 12.2.1, 13.5 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.5, 15.2.5 Time Limits 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 12.2, 13.5, 13.7, 14, 15.1.2, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 13.7, 15.1.2 Title to Work 9.3.2, 9.3.3 Transmission of Data in Digital Form 1.6 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 7.3.4 Use of Documents 1.1.1, 1.5, 2.2.5, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 9.10.5, 13.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 Waiver of Consequential Damages 14.2.4, 15.1.6 Waiver of Liens 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3.7 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7 Weather Delays 15.1.5.2 Work, Definition of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 10 Written Notice 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13.3, 14, 15.4.1 Written Orders 1.1.1, 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2 Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 11 The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor’s bid or proposal, or portions of Addenda relating to bidding requirements. The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect’s consultants, (2) between the Owner and a Subcontractor or a Sub-subcontractor, (3) between the Owner and the Architect or the Architect’s consultants or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect’s duties. The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project. The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 12 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect’s consultants. If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents. The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner’s authorized representative. The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner’s interest therein. Prior to commencement of the Work, the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Contractor identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 13 the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Contractor’s performance of the Work with reasonable promptness after receiving the Contractor’s written request for such information or services. Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor’s authorized representative. The Contractor shall perform the Work in accordance with the Contract Documents. The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect’s administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 14 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any loss or damage arising solely from those Owner-required means, methods, techniques, sequences or procedures. The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 15 facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect’s determination or recommendation, that party may proceed as provided in Article 15. If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 16 the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. Unless otherwise provided in the Contract Documents, Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2. Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the name and qualifications of a proposed superintendent. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Architect requires additional time to review. Failure of the Architect to reply within the 14 day period shall constitute notice of no reasonable objection. The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner’s consent, which shall not unreasonably be withheld or delayed. The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect’s approval. The Architect’s approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 17 The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect’s approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect’s approval thereof. The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice, the Architect’s approval of a resubmission shall not apply to such revisions. The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor’s responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 18 required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor’s consent to cutting or otherwise altering the Work. The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials from and about the Project. If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 19 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts. The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. If the employment of the Architect is terminated, the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner’s representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 20 Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect’s consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. Based on the Architect’s evaluations of the Contractor’s Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. The Architect will review and approve, or take other appropriate action upon, the Contractor’s submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect’s action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner’s review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect’s responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 21 The Architect will review and respond to requests for information about the Contract Documents. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub- subcontractor. Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 22 be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor’s rights and obligations under the subcontract. Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor’s compensation shall be equitably adjusted for increases in cost resulting from the suspension. Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor’s obligations under the subcontract. The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. The Owner shall provide for coordination of the activities of the Owner’s own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner’s own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12. The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents. If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 23 the Owner’s or separate contractor’s completed or partially completed construction is fit and proper to receive the Contractor’s Work, except as to defects not then reasonably discoverable. The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor’s delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor’s delays, improperly timed activities, damage to the Work or defective construction. The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect stating their agreement upon all of the following: The change in the Work; The amount of the adjustment, if any, in the Contract Sum; and The extent of the adjustment, if any, in the Contract Time. A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; Unit prices stated in the Contract Documents or subsequently agreed upon; Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 24 As provided in Section 7.3.7. If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: Costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers’ compensation insurance; Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and Additional costs of supervision and field office personnel directly attributable to the change. The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. The Architect’s interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect and shall be binding on the Owner and Contractor. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 25 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. The date of commencement of the Work is the date established in the Agreement. The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor’s control; or by delay authorized by the Owner pending mediation and arbitration; or by other causes that the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. Claims relating to time shall be made in accordance with applicable provisions of Article 15. This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the Architect, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment. At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor’s right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 26 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in whole or in part as provided in Section 9.5.1. The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect’s evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect’s knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of defective Work not remedied; third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 27 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; damage to the Owner or a separate contractor; reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or repeated failure to carry out the Work in accordance with the Contract Documents. When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Architect will reflect such payment on the next Certificate for Payment. After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor’s Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days’ written notice to the Owner and Architect, Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 28 stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shut- down, delay and start-up, plus interest as provided for in the Contract Documents. Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 29 Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys’ fees. If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. The making of final payment shall constitute a waiver of Claims by the Owner except those arising from liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; failure of the Work to comply with the requirements of the Contract Documents; or terms of special warranties required by the Contract Documents. Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to employees on the Work and other persons who may be affected thereby; the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor’s Subcontractors or Sub- subcontractors; and other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 30 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 3.18. The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. Upon receipt of the Contractor’s written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor’s reasonable additional costs of shut-down, delay and start-up. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 31 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect’s consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor’s fault or negligence in the use and handling of such materials or substances. The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner’s fault or negligence. If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor’s operations and completed operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: Claims under workers’ compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed; Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor’s employees; Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor’s employees; Claims for damages insured by usual personal injury liability coverage; Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; Claims for bodily injury or property damage arising out of completed operations; and Claims involving contractual liability insurance applicable to the Contractor’s obligations under Section 3.18. The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor’s completed operations coverage, until the expiration of the period for correction Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 32 of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness. The Contractor shall cause the commercial liability coverage required by the Contract Documents to include (1) the Owner, the Architect and the Architect’s consultants as additional insureds for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s completed operations. The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance. Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder’s risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract Modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub- subcontractors in the Project. Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect’s and Contractor’s services and expenses required as a result of such insured loss. If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance that will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto. If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 33 otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. The Owner, at the Owner’s option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner’s property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner’s property, including consequential losses due to fire or other hazards however caused. If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 11.3.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.3. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days’ prior written notice has been given to the Contractor. The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub- subcontractors, agents and employees, each of the other, and (2) the Architect, Architect’s consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect’s consultants, separate contractors described in Article 6, if any, and the subcontractors, sub- subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. A loss insured under the Owner’s property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.3.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner’s duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 34 Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Contractor. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner’s exercise of this power; if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. If the Owner and Contractor have selected arbitration as the method of binding dispute resolution, the Owner as fiduciary shall make settlement with insurers or, in the case of a dispute over distribution of insurance proceeds, in accordance with the directions of the arbitrators. The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. If a portion of the Work is covered contrary to the Architect’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect’s examination and be replaced at the Contractor’s expense without change in the Contract Time. If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner’s expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor’s expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense. In addition to the Contractor’s obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 35 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor’s correction or removal of Work that is not in accordance with the requirements of the Contract Documents. Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations other than specifically to correct the Work. If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4. The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner’s rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 36 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Contractor. If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner’s expense. If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect’s services and expenses shall be at the Contractor’s expense. Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. The Owner and Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 13.7. The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; An act of government, such as a declaration of national emergency that requires all Work to be stopped; Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 37 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or The Owner has failed to furnish to the Contractor promptly, upon the Contractor’s request, reasonable evidence as required by Section 2.2.1. The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days’ written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner’s obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days’ written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. The Owner may terminate the Contract if the Contractor repeatedly refuses or fails to supply enough properly skilled workers or proper materials; fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or otherwise is guilty of substantial breach of a provision of the Contract Documents. When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; Accept assignment of subcontracts pursuant to Section 5.4; and Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 38 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or that an equitable adjustment is made or denied under another provision of the Contract. The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, the Contractor shall cease operations as directed by the Owner in the notice; take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. In case of such termination for the Owner’s convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 39 The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. Claims, excluding those arising under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker’s sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner’s expense. If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 40 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor’s default, the Owner may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy. If a Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. Claims, disputes, or other matters in controversy arising out of or related to the Contract except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to binding dispute resolution. The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an Init. / AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:33:30 on 03/19/2014 under Order No.3380776786_1 which expires on 01/06/2015, and is not for resale. User Notes: (1867203960) 41 additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Contractor under this Agreement. Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 1 of 24 ADDENDUM to The Standard Form of Agreement Between Owner and Construction Manager as Constructor Where the Basis of Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AIA Document A133 - 2009 This Addendum to the Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, AIA Document A133 - 2009 (“Addendum”) is entered into this ___ day of ______________, 2014, by and between Pogue Construction Co., L.P., (the “Construction Manager”) and the Town of Prosper, Texas, (the “Owner”). This Addendum is entered into to delete from, amend, replace, modify, add to, and/or supplement the Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, AIA Document A133 - 2009 (the “Agreement”), as set forth herein below. W I T N E S S E T H: WHEREAS, the Owner and Construction Manager desire to enter into the Agreement for the construction of the Town of Prosper Fire Department Station No. 2 in the Town of Prosper, Texas, RFP No. 2014-25-B; and WHEREAS, the Owner and Construction Manager desire to clarify and revise certain of the terms and provisions contained in the Agreement; and WHEREAS, the Owner and Construction Manager would not enter into the Agreement save and except for the clarifications and revisions contained herein; NOW THEREFORE, FOR AND IN CONSIDERATION of the covenants, duties and obligations herein contained together with the covenants, duties and obligations contained in the Agreement, the parties do mutually agree that except as provided for below, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of any conflict or inconsistency between the provisions set forth in this Addendum and the Agreement, this Addendum shall govern and control. In consideration of the foregoing, and for other good and valuable consideration, the parties agree to modify the Agreement as follows: I. The following amendments, modifications, replacements, additions, and/or deletions are hereby made to those Sections and Articles of the Agreement identified herein below as follows: Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 2 of 24 1. Section 1.1 is hereby amended by deleting the last sentence of this section. 2. Section 1.3 is hereby amended by deleting said provision in its entirety and replacing such provision with the following provision: § 1.3 General Conditions For the Preconstruction Phase, AIA Document A201™– 2007, General Conditions of the Contract for Construction, as modified by the Addendum to the General Conditions of the Contract for Construction, AIA Document A201-2007 (referred to collectively as the “A201-2007 Documents”) shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the contract shall be as set forth in the A201–2007 Documents, which documents are incorporated herein by reference. The term “Contractor” as used in the A201–2007 Documents shall mean the Construction Manager 3. Section 2.1.2 is hereby amended by adding a new section 2.1.2.1 to read as follows: § 2.1.2.1 During the Preconstruction Phase the Construction Manager shall review the Contract Documents to ascertain whether the components of the mechanical, electrical, and plumbing systems may be constructed without interference with each other, or with the structural or architectural components of the Project. In the event conflicts between such systems are discovered, the Construction Manager shall promptly notify the Owner and the Architect in writing. 4. Section 2.1.2 is hereby amended by adding a new section 2.1.2.2 to read as follows: § 2.1.2.2 Notwithstanding any provision of this Agreement or the A201–2007 Documents to the contrary, the Construction Manager shall not be entitled to additional compensation for any delay or disruption to the Work arising from any conflict between the mechanical, electrical, and plumbing systems with each other, or with the structural or architectural components of the Project if such conflicts could have been discovered by the Construction Manager through the exercise of reasonable diligence and the Owner and Architect were not informed of such conflicts as required by Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 3 of 24 Section 2.1.2.1. Provided, however, that this provision shall apply only with respect to conflicts appearing in the Drawings and Specifications provided for the Construction Manager’s review prior to proposal of a Guaranteed Maximum Price. 5. Section 2.1.3 is hereby amended by deleting said provision in its entirety and replacing such provision with the following provision: § 2.1.3 When Project requirements in Section 3.1.1 have been sufficiently identified, the Construction Manager shall coordinate with the Project schedule already developed by the Architect. The Project schedule shall coordinate and integrate the Construction Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities and identify items that could affect the Project’s timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of construction; and the occupancy requirements of the Owner. 6. Section 2.1.5.2 is hereby amended in part by adding the phrase “to reduce the cost and/or maintain the budget” at the end of the final sentence of that section. 7. Section 2.1.6 is hereby amended by deleting section 2.1.6 in its entirety and replacing it with a new section 2.1.6 to read as follows: § 2.1.6 The Construction Manager shall seek to develop subcontractor and supplier interest in the Project. All subcontracts shall be awarded pursuant to the procedures set forth in Section 2.3.2.1. 8. Section 2.1.8 is hereby amended in part by adding the following language to the end of that section: The Construction Manager shall certify to the Owner that the facility, to the best of his knowledge, has been constructed in accordance with the Architect’s construction documents. The certification shall be in a form which is acceptable to the Owner and Architect. Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 4 of 24 9. Section 2.2.1 is hereby amended by deleting section 2.2.1 in its entirety and replacing it with a new section 2.2.1 to read as follows: § 2.2.1 When the Construction Drawings and Specifications are one-hundred percent (100%) complete the Construction Manager shall propose a Guaranteed Maximum Price, including contingencies as described in Section 2.2.4, which shall be the sum of the estimated Cost of the Work and the Construction Manager’s fee. The Guaranteed Maximum Price shall be proposed no later than 45 days after approval of the Construction Drawings and Specifications by the Owner. 10. Section 2.2.2 is hereby deleted in its entirety. 11. Subsection .2 of section 2.2.3 is hereby amended by deleting said subsection in its entirety and replacing it with a new subsection .2 to read as follows: .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal; 12. Subsection .5 of section 2.2.3 is hereby amended by deleting said subsection in its entirety and replacing it with a new subsection .5 to read as follows: .5 A date by which the Owner must accept the Guaranteed Maximum Price, but in any event not less than sixty (60) days after submission of the Guaranteed Maximum Price; 13. Section 2.2.3 is hereby amended by adding a new subsection .6 to read as follows: .6 A statement that the proposed Guaranteed Maximum Price is not based in any part on any subcontract or material supply contract which would require the Owner to compensate the Construction Manager on other than a fixed fee basis; and 14. Section 2.2.3 is hereby amended by adding a new subsection .7 to read as follows: .7 If Owner requests, Construction Manager shall make available for inspection the background documents and Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 5 of 24 information that form the basis of the Construction Manager’s Guaranteed Maximum Price proposal. 15. Section 2.2.4 is hereby deleted in its entirety. 16. Section 2.2.5 is hereby amended by adding the following sentence at the end of section 2.2.5 to read as follows: The Owner shall be allowed not less than sixty (60) days after receipt to review and take action on the Construction Manager’s Guaranteed Maximum Price proposal. 17. Section 2.2.9 is hereby amended by deleting section 2.2.9 in its entirety and replacing it with a new Section 2.2.9 to read as follows: § 2.2.9 The Guaranteed Maximum Price shall include no amount for sales or use taxes for which Texas municipal corporations are exempt and for which the Owner has timely provided to the Construction Manager an appropriate tax exemption certificate or other required verification of the Owner’s tax exempt status. Such taxes shall not be reimbursable costs under Article 6. 18. Section 2.3.1.1 is hereby amended by deleting section 2.3.1.1 in its entirety and replacing it with a new section 2.3.1.1 to read as follows: § 2.3.1.1 The Construction Phase shall commence upon the issuance to the Construction Manager of the Notice to Proceed for all or a portion of the Work. 19. Section 2.3.1.2 is hereby amended by deleting section 2.3.1.2 in its entirety and replacing it with a new section 2.3.1.2 to read as follows: § 2.3.1.2 The Contract Time shall be measured from the date of commencement of the Construction Phase. 20. Section 2.3.1 is hereby amended by adding a new section 2.3.1.3 and a new section 2.3.1.4 to read as follows: § 2.3.1.3 The Construction Manager shall achieve Substantial Completion of the entire Work not later than the date set out in the Agreement, subject to adjustment of this Contract Time as provided in the Contract Documents. Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 6 of 24 § 2.3.1.4 The Construction Manager and the Construction Manager’s surety shall be liable for and shall pay to the Owner the sums hereinafter stipulated as liquidated damages for each calendar day of delay until the Work is substantially complete: Five Hundred and No/One Hundredths Dollars ($ 500.00) per day or part of a day. 21. Section 2.3.2.1 is hereby amended by deleting section 2.3.2.1 in its entirety and replacing it with a new section 2.3.2.1 to read as follows: § 2.3.2.1 All portions of the Work, other than minor work, site clean-up, etc. (“General Conditions”), shall be performed by trade contractors or subcontractors, including the Construction Manager, who have been selected using competitive bids or competitive sealed proposals. With the Owner’s approval, the Construction Manager shall publicly advertise and solicit either competitive bids or competitive sealed proposals in accordance with the policies and procedures approved by Owner. The Construction Manager shall include specific notices of the following statutory requirements in the information to bidders: .1 The successful bidder’s responsibility to provide workers’ compensation insurance in accordance with Texas Labor Code Chapter 406; .2 The successful bidder’s responsibility to pay prevailing wages pursuant to Texas Government Code Chapter 2258; and, .3 A notice of the sales tax exemption for the Project and the procedure for obtaining any required exemption verification or certificates. Nothing herein shall prevent the Construction Manager from including other notices required or allowed by law. On all portions of the Work for which the Construction Manager does not submit a bid or proposal, the Construction Manager and the Owner shall receive and open all trade contractor and subcontractor bids or proposals in a manner that does not disclose the contents of the bid or proposal during the selection process. On any portion of the Work for which the Construction Manager submits a bid or proposal, the Owner shall receive and open the trade contractors’, Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 7 of 24 subcontractors’ and Construction Manager’s bids or proposals, but shall not disclose the contents of the bids or proposals until the selection process therefore is completed. All bids or proposals shall be made public within seven (7) days after the date of final selection. 22. Section 2.3.2.2 is hereby amended by deleting section 2.3.2.2 in its entirety and replacing it with a new section 2.3.2.2 to read as follows: § 2.3.2.2 If the Guaranteed Maximum Price has been established and when a specific bidder (1) is recommended to the Owner by the Construction Manager, (2) is qualified to perform that portion of the Work, (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, and (4) offers the best value to the Owner, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner. 23. Section 2.3.2 is hereby amended by adding a new section 2.3.2.9 a new section 2.3.2.10, and a new section 2.3.2.11 to read as follows: §2.3.2.9 Liquidated Damages for Failure to Complete on Time. North Central Texas Council of Governments (“NCTCOG”) Specifications Item 108.8, Delays; Extension of Time; Liquidated Damages shall apply, except to the extent it is conflict with, or is otherwise amended by, this Section 2.3.2. The Construction Manager understands and agrees that time is of the essence in performing and completing the Work. The Owner and Construction Manager acknowledge that the actual damages the Owner may sustain if the Construction Manager fails to complete the Work on time are uncertain and will be difficult to ascertain. Consequently, the Construction Manager agrees to pay to the Owner the sum of Five Hundred and No/One Hundredths Dollars ($ 500.00) for each calendar day or part of a calendar day that Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 8 of 24 completion of any Work required under the Contract Documents is overdue. This amount is payable as reasonable and just compensation for failure to complete the Work on time. This amount is payable as liquidated damages and not as a penalty. §2.3.2.10 Delays: Extension of Time: Liquidated Damages In addition to the requirements of NCTCOG Specifications Item 108.8 Delays; Extension of Time; Liquidated Damages, the following provisions shall be applied to Item 108.8 and be incorporated in to the NCTCOG Specifications as Item 108.8.2: 108.8.2 Unforeseeable Cause The term "unforeseeable cause" as it is used in Item 108.8 shall mean: 1. An act of God in the form of unusually severe weather conditions, including storms, flood, fire or similar event, that could not have been anticipated or guarded against and which materially affects the Work site, including access or egress thereto; 2. A riot or war situation actually involving the site or actually preventing the Construction Manager from working on the site, but not including any situation involving suppliers off-site other than those essential suppliers as supplied to OWNER;* or 3. An unanticipated strike involving the forces actually working on the Project or involving the employees of those essential suppliers,* but no other labor stoppage. * The Construction Manager must identify its essential suppliers in writing within five (5) business days of the Notice to Proceed. Any suppler that is not so identified shall not be considered an essential supplier justifying an extension of time for a delay caused by an Unforeseeable Cause. Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 9 of 24 No event shall be deemed an Unforeseeable Cause for the purposes of this Agreement unless it actually and directly necessitates a delay in the Work which could not be otherwise remedied by taking reasonably prudent steps, and the Construction Manager could not reasonably adjust the schedule of the remaining Work to deal with, make up for, or otherwise work around the delays resulting from the Unforeseeable Cause(s). §2.3.2.11 Claims for Additional Time. The Construction Manager shall be entitled to an extension of the contract time for delays or disruptions due to unusually severe weather in excess of that normally experienced at the job site only as determined from climatological data set forth in this subsection. The Construction Manager shall bear the entire economic risk of all weather delays and disruptions, and shall not be entitled to any increase in the Guaranteed Maximum Price by reason of such delays or disruptions. Rainy days shall not be considered an abnormal or adverse weather condition for which an extension of time will be granted unless and except in those months during which the actual cumulative number of rainy days within the month exceed the historical average cumulative number of rainy days for said month, provided that the rainfall prevented the execution of major items of work on normal working days. A rain day is defined as a day when rainfall exceeds one-tenth (.1) inch during a twenty-four (24) hour period. The historical number of Weather Days per calendar month is as follows, based upon regional weather data from the National Weather Service (Dallas / Fort Worth, TX Weather Forecast Office): Average Weather Days per Month Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec. 8 7 8 7 9 7 4 5 6 7 7 7 The number of rain days shown in the Rainfall Table for the first and last months of this Agreement will be prorated in determining the total number of rain days expected during the period of this Agreement. Time extensions may also be granted for any day following a period of precipitation during which muddy conditions exist and prevent performance of Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 10 of 24 major items of work conducted on normal working days, which muddy conditions are subject to confirmation by the Owner. Requests for an extension of time pursuant to this subsection shall be promptly submitted to the Owner and no later than fourteen (14) days after the event(s) giving rise to such claim. The notice shall, in writing, specify the nature and duration of the delays or disruptions and the anticipated effect such weather days will have on the Construction Manager's abilities to perform its obligations along with a plan to deal with the effects of such weather days and proposed amendments to all affected schedules and the Gantt Chart necessarily resulting therefrom. Failure to timely submit a complete notice of claim for delays and extension of time for completion due to abnormal or adverse weather conditions or rainy days pursuant to this subsection shall result in the denial of a request for extra time for performance under the Contract Documents. In the event of such failure, no adjustment shall be made to the Guaranteed Maximum Price, and the Construction Manager shall not be entitled to claim or receive any additional compensation as a result of or arising out of any delay resulting in the adjustment of the working time, due to any of the factors outlined within this subsection. No payment, compensation, or adjustment of any kind (other than the extensions of time provided for in the Contract Documents) shall be made to the Construction Manager for damages because of hindrances or delays from any cause other than intentional interference of the Owner, whether such hindrances or delays be avoidable or unavoidable, and the Construction Manager agrees that he will make no claim for compensation, damages or mitigation of liquidated damages for any such delays.” 24. Section 2.4 is hereby amended by deleting section 2.4 in its entirety and replacing it with a new section 2.4 to read as follows: § 2.4 Professional Services Section 3.12.10 of the A201–2007 Documents shall apply to both the Preconstruction and Construction Phases. Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 11 of 24 25. Section 2.5 is hereby amended by deleting section 2.5 in its entirety and replacing it with a new section 2.5 to read as follows: § 2.5 Hazardous Materials The Construction Manager shall have no responsibility for the handling, removal, or disposal or exposure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB), lead paint, or other hazardous materials. The Construction Manager shall have no responsibility to initially discover the presence of such hazardous materials on the Project site, but shall have an affirmative duty to immediately report to the Owner the existence of such materials actually known by the Construction Manager or the Construction Manager’s consultants to be present on the Project site. Provided, however, that these limitations shall not apply if the Construction Manager places or allows such hazardous materials to be placed on the Project site. 26. A new section 2.6 is hereby added following section 2.5 to read as follows: §2.6 The Construction Manager shall be responsible for all construction surveys and staking. Dimensions of Work shall not be determined by scale or rule, but figured dimensions shall be followed at all times. The Construction Manager shall compare all drawings and verify all dimensions, and shall take any and all measurements necessary to verify the Drawing dimensions in relation to conditions already established at the Project site before laying out the Work. Any discrepancy will be immediately called to the attention of the Architect and Owner by the Construction Manager. The Construction Manager will be held responsible for subsequent errors which could have been avoided. 27. Section 3.1.2 is hereby deleted in its entirety. 28. Section 3.1.3 is hereby deleted in its entirety. Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 12 of 24 29. Section 3.2 is hereby amended by deleting section 3.2 in its entirety and replacing it with a new section 3.2 to read as follows: § 3.2 Owner’s Designated Representative The Owner is the Town of Prosper, Texas, acting by and through its Town Council, and is referred to throughout the Contract Documents as if singular in number. The Owner may designate in writing one or more persons to represent the Owner; however, such representatives shall have the authority to bind the Owner only to the extent expressly authorized by the Owner and shall have no implied authority. 30. Section 3.2.1 is hereby deleted in its entirety. 31. Section 3.3 is hereby amended by deleting section 3.3 in its entirety and replacing it with a new section 3.3 to read as follows: § 3.3 Architect The Construction Manager’s services shall be provided in conjunction with the services of an Architect retained by the Owner. The terms of the agreement between the Owner and the Architect shall be available for inspection by the Construction Manager upon request. 32. A new section 3.4 is hereby added following section 3.3 to read as follows: §3.4 Inspection and Testing The Owner shall provide or contract for, independently of the Construction Manager, the inspection services, the testing of construction materials engineering and the verification testing services necessary for acceptance of the Work by the Owner. 33. Section 4.1.2 is hereby amended by inserting the following language in the space, provided for such purpose, following the parenthetical at the end of section 4.1.2: Compensation for the services described in Sections 2.1 and 2.2 shall be included in the compensation described in Section 5.1, provided however, if the Construction Phase does not commence for any reason, the Construction Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 13 of 24 Manager’s compensation for the services described in Sections 2.1 and 2.2 shall be a total amount not to exceed Three Thousand Five Hundred And No/One Hundredths Dollars ($ 3,500.00). 34. Section 4.1.3 is hereby amended by inserting the following phrase in the corresponding spaces provided for such purpose between the phrase “extend beyond” and the phrase “months of” in section 4.1.3: “Six (6) calendar” 35. Section 4.2.2 is hereby amended by deleting section 4.2.2 in its entirety and replacing it with a new section 4.2.2 to read as follows: § 4.2.2 Payments are due and payable 30 days from the date the Construction Manager’s application for payment, approved by the Architect, is received by the Owner. Past due payments shall bear interest in accordance with the Texas Prompt Payment Act. No interest shall ever be due on any disputed amounts. 36. Section 5.1.1 is hereby amended by deleting section 5.1.1 in its entirety and replacing it with a new section 5.1.1 to read as follows: The Construction Manager’s fee shall be based on One and Seventy-Five/One Hundredths percent (1.75%) of the actual Cost of the Work as defined in Article 6 and less any applicable discounts, rebates, refunds and other amounts received from the sale of surplus materials and equipment. 37. Section 5.1.2 is hereby amended by deleting section 5.1.2 in its entirety and replacing it with a new section 5.1.2 to read as follows: § 5.1.2 The method of adjustment of the Construction Manager’s Fee for changes in the Work shall be by formal written Change Order approved by the Owner. 38. Section 5.1.3 is hereby amended by deleting section 5.1.3 in its entirety and replacing it with a new section 5.1.3 to read as follows: § 5.1.3 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the Work shall be no more than ten percent (10%) of the Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 14 of 24 subcontractor’s cost, for overhead, and shall be no more than five percent (5%) of the subcontractor’s cost, for profit: 39. Section 5.1.4 is hereby amended by deleting section 5.1.4 in its entirety and replacing it with a new section 5.1.4 to read as follows: § 5.1.4 Rental rates for Construction Manager-owned equipment, save and except the Construction Manager’s equipment costs identified in the Worksheet for the “Not-to- Exceed General Conditions Costs”, shall not exceed a cumulative total of Six Thousand and No/100 Dollars ($6,000.00). 40. Section 5.2.1 is hereby amended by deleting section 5.2.1 in its entirety and replacing it with a new section 5.2.1 to read as follows: § 5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the Cost of the Work exceeds the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner. In case of any “buy out” transaction or agreement by the Construction Manager with a subcontractor for the subcontractor’s cost of its portion of the Work, then such savings shall be shared with the Owner in the following percentages: one hundred percent (100%) to Owner, zero percent (0%) to Construction Manager. Said savings shall be memorialized by appropriate change order. Documentation regarding such “buy out” transactions/agreements shall be subject to the Owner’s audit and inspection rights set forth in §6.11. 41. Section 5.3.1 is hereby amended by deleting section 5.3.1 in its entirety and replacing it with a new section 5.3.1 to read as follows: § 5.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Architect may make minor changes in the Work as provided in Section 7.4 of the A201–2007 Documents. The Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 15 of 24 Construction Manager may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. 42. Section 5.3.2 is hereby amended by replacing the phrase “AIA Document A201– 2007, General Conditions of the Contract for Construction” with the phrase “the A201– 2007 Documents.” 43. Section 5.3.3 is hereby amended by deleting section 5.3.3 in its entirety and replacing it with a new section 5.3.3 to read as follows: § 5.3.3 In calculating adjustments to subcontracts (except those awarded with the Owner’s prior consent on the basis of cost plus a fee), the terms “cost” and “fee” as used in Section 7.3.3.3 of the AIA A201–2007 Documents and the term “costs” as used in Section 7.3.7 of the AIA A201–2007 Documents shall have the meanings assigned to them in the AIA A201–2007 Documents and shall not be modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8 of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts subject to the written approval of the Owner. 44. Section 5.3.4 is hereby amended by deleting Section 5.3.4 in its entirety and replacing it with a new Section 5.3.4 to read as follows: § 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms “cost” and “costs” as used in the above-referenced provisions of the AIA A201–2007 Documents shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 of this Agreement and the term “fee” shall mean the Construction Manager’s Fee as defined in Section 5.1 of this Agreement. 45. Section 5.3.5 is hereby amended by deleting Section 5.3.5 in its entirety and replacing it with a new Section 5.3.5 to read as follows: § 5.3.5 In the case of changes in the Work, the fee will be adjusted as provided for in Section 5.1.1, if both parties agree that the scope of services has changed significantly. No change in the Work, whether by way of alteration or addition to the Work, shall be the basis of an addition to the Guaranteed Maximum Price or a change in the Contract Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 16 of 24 Time unless and until such alteration or addition has been authorized by a change order executed and issued in accordance with and in strict compliance with the requirements of the Contract Documents. This requirement is of the essence of the Contract Documents. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that the Owner has been unjustly enriched by any alteration or addition to the Work, whether or not there is in fact any such unjust enrichment, shall be the basis for any claim to an increase in the Guaranteed Maximum Price or change in the Contract Time. 46. Section 6.2.4 is hereby amended by deleting Section 6.2.4 in its entirety and replacing it with a new Section 6.2.4 to read as follows: § 6.2.4 Costs paid or incurred by the Construction Manager for payroll taxes, insurance, and customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3, and provided that such costs are directly attributable to work performed on this Project only and provided further that such costs do not exceed twenty-five percent (25%) of such wages and salaries. 47. Section 6.2.5 is hereby deleted in its entirety. 48. Section 6.3 is hereby amended by deleting the last word “subcontracts” and replacing it with the phrase “Guaranteed Maximum Price Amendment.” 49. Section 6.4.2 is hereby amended by deleting Section 6.4.2 in its entirety and replacing it with a new Section 6.4.2 to read as follows: § 6.4.2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Construction Manager’s property at the completion of the Work and the actual cost of such excess materials as was originally billed to Owner shall be credited to the Owner as a deduction from the Cost of the Work. Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 17 of 24 50. Section 6.5 is hereby amended by deleting Sections 6.5.4, 6.5.5 and 6.5.6 in their entirety. 51. Section 6.6.1 is hereby amended by deleting Section 6.6.1 in its entirety and replacing it with a new Section 6.6.1 to read as follows: § 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. 52. Section 6.6.2 is hereby deleted in its entirety. 53. Section 6.6.4 is hereby amended by deleting the phrase “AIA Document A201– 2007” at the end of the second line of said provision and replacing it with the phrase “A201-2007 Documents.” 54. Sections 6.6.5 through 6.6.9 are hereby deleted in their entirety. 55. Section 6.7.2 is hereby amended by deleting the phrase “AIA Document A201– 2007” at the end of the second line of said provision and replacing it with the phrase “A201-2007 Documents.” 56. Sections 6.7.3 and 6.7.4 are hereby deleted in their entirety. 57. Section 6.8.1 is hereby amended by deleting the phrase “The Cost of the Work shall not include the items listed below” and replacing it with the phrase “The Cost of the Work shall exclude items including, but not limited to, those items listed below.” 58. Section 6.8.1 is hereby amended, in part, by deleting Section 6.8.1.5 in its entirety and replacing it with a new Section 6.8.1.5 to read as follows: § 6.8.1.5 Costs due to the negligence of the Construction Manager, the Construction Manager’s Subcontractors or suppliers, or the failure of the Construction Manager, the Construction Manager’s Subcontractors or suppliers to fulfill a specific responsibility to the Owner set forth in this Agreement. 59. Section 6.9 is hereby amended, in part, by inserting the following provision as a new Section 6.9.3: § 6.9.3 Costs of inspections and testing of work ordered by the Contractor where the work was not performed or completed in accordance with the scheduling of such Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 18 of 24 inspections and testing and the inspection or testing lab is not notified shall be credited to the Owner as a deduction from the Cost of the Work. 60. Section 7.1.3 is hereby amended by deleting Section 7.1.3 in its entirety and replacing it with a new Section 7.1.3 to read as follows: § 7.1.3 The Owner will pay an approved Application for Payment within thirty (30) days after the date such approved Application for Payment is received by the Owner from the Architect. Not withstanding the foregoing the Owner shall not be required to pay any disputed amounts that the Owner believes were erroneously approved by the Architect. Past due payments and any disputed amounts shall bear interest in accordance with the Texas Prompt Payment Act. 61. Section 7.1.5 is hereby amended by adding the following sentence to the end of this section to read as follows: §7.1.5 Add the following at the end of this section: “Construction Manager shall use AIA Document G702 for Application and Certificate for Payments, and shall use AIA Document G703 for necessary continuation sheets related to AIA Document G702, or shall use such documents in a similar format approved by the Owner.” 62. Section 7.1.7.3 is hereby amended by inserting the following phrase in the corresponding spaces, provided for such purpose, immediately after the phrase “less retainage of” in the first sentence of Section 7.1.7.3: “Five percent (5%).” 63. Section 7.1.7.4 is hereby amended by inserting the following phrase in the corresponding spaces, provided for such purpose, immediately after the phrase “Subtract retainage of” in the first sentence of Section 7.1.7.4: “Five percent (5%).” 64. A new section 7.1.11 is hereby added following section 7.1.10 to read as follows: §7.1.11 In conjunction with any application for payment submitted by the Construction Manager, the Construction Manager shall comply with the release, lien waiver and other Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 19 of 24 documentation requirements set forth in, but not limited to, AIA Document A201-2007, as amended, §9.3.3 and §9.10.2. 65. Section 7.2.2 is hereby amended by inserting the phrase “, as amended” immediately following the phrase “AIA Document A201–2007” found at the end of the second and third sentences of said section. 66. Section 7.2.3 is hereby amended by inserting the phrase “, as amended” immediately following the phrase “AIA Document A201–2007” found at the end of the first sentence of said section. 67. A new Section 7.2.6 is hereby added following Section 7.2.5 to read as follows: § 7.2.6 The Contract shall not have been fully performed until all work required by the Construction Documents including but not limited to the following have been performed: .1 provision of record or as-built drawings executed or complete in “.tiff” format; .2 provision of executed or complete certificates of documents evidencing warranties and owner- operators manuals; .3 provision of all documents evidencing required testing, inspection, verification and other engineering or consulting services required under the construction contract; .4 insuring agreements and bonds covering all periods of construction and any subsequent periods required under the contract. 68. Article 8, entitled “Insurance and Bonds, including all Sections thereof is hereby deleted in its entirety and replaced with a new Article 8 also entitled “Insurance and Bonds to read as follows: For all phases of the Project, the Construction Manager shall purchase and maintain insurance and shall provide bonds in accordance with the Contract Documents and the Request for Proposals. Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 20 of 24 69. Article 9, entitled “Dispute Resolution,” including all Sections thereof is hereby deleted in its entirety and replaced with a new Article 9 also entitled “Dispute Resolution” to read as follows: All disputes arising out of this Agreement shall be resolved in accordance with the provisions of Article 15 of the A201- 2007 Documents. 70. Article 10, entitled “Termination or Suspension,” including all Sections and Subsections thereof is hereby deleted in its entirety and replaced with a new Article 10 also entitled “Termination or Suspension” to read as follows: ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 Prior to execution by both parties of the Guaranteed Maximum Price Amendment, the Owner may terminate this agreement, with or without cause, at any time upon twenty- four hours notice. In the event such termination is for the convenience of the Owner, the Construction Manager shall be compensated for all Preconstruction Phase services actually performed prior to receipt of notice of termination, not to exceed the compensation set forth in Section 4.1.1. § 10.2 Following execution by both parties of the Guaranteed Maximum Price Amendment, the Owner may terminate this agreement, with or without cause, at any time. In the event such termination is for the convenience of the Owner, the Construction Manager shall be compensated for reasonable costs incurred prior to notice of termination, profits on only that portion of the work actually performed prior to termination, and reasonable demobilization costs. § 10.3 Following execution by both parties of the Guaranteed Maximum Price Amendment, if the Project work is stopped for a period of ninety (90) days through no act or fault of the Construction Manager, then the Construction Manager may, upon ten additional days written notice to the Owner, terminate this agreement and recover from the Owner payment for all work actually performed, for any loss sustained upon any materials, equipment, tools, equipment, and machinery, and profits on only that portion of the work actually performed prior to termination. If the cause of the work stoppage is removed prior to the end of the ten day Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 21 of 24 notice period, the Construction Manager may not terminate this agreement. § 10.4 The Owner or the Construction Manager may terminate this agreement for cause as provided in Article 14 of the A201-2007 Documents. 71. Section 11.1 is hereby amended, in part, by replacing the phrase “A201–2007” at the end of the sentence with the phrase “the A201-2007 Documents.” 72. Section 11.2 is hereby amended, in part, by replacing the phrase “A201–2007” at the beginning of the sentence with the phrase “the A201-2007 Documents.” 73. Section 11.3 is hereby amended, in part, by replacing the phrase “A201–2007” at the beginning of the sentence with the phrase “the A201-2007 Documents.” 74. Sections 11.4 and 11.5 are hereby deleted in their entirety. 75. Section 12.1 is hereby amended, in part, by deleting the first sentence of said Section in its entirety. II. In the event of conflict in the language of the Agreement and this Addendum, the terms of this Addendum shall be final, controlling and binding upon the parties. Where a portion of the Agreement is not amended, replaced, modified and/or supplemented by this Addendum, the unaltered portions of the Agreement shall remain in full force and effect. III. This Addendum, when combined with the Agreement contains the entire agreement between Owner and Construction Manager with respect to the subject matter hereof, and except as otherwise provided herein cannot be modified without written agreement of the parties. Said Agreement shall be fully effective as written except that it shall be read as if the foregoing deletions, modifications and additions were incorporated therein word for word. IV. This Addendum and the Agreement are entered into subject to the Prosper Town Charter and ordinances of Town, as same may be amended from time to time, and is subject to and is to be construed, governed and enforced under all applicable State of Texas and federal laws. Construction Manager will make any and all reports required per federal, state or local law including, but not limited to, proper reporting to the Internal Revenue Service, as required in accordance with Construction Manager’s income. Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 22 of 24 Situs of this Contract is agreed to be Denton County, Texas, for all purposes, including performance and execution. V. If any of the terms, provisions, covenants, conditions or any other part of this Addendum are for any reason held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, conditions or any other part of this Addendum shall remain in full force and effect and shall in no way be affected, impaired or invalidated. VI. No right or remedy granted herein or reserved to the parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Addendum may be waived without written consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Addendum. VII. For purposes of this Addendum, including its intended operation and effect, the parties (Owner and Construction Manager) specifically agree and contract that: (1) the Addendum only affects matters/disputes between the parties to this Addendum, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with Owner or Construction Manager or both; and (2) the terms of this Addendum are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to either Owner or Construction Manager. IN WITNESS WHEREOF, the parties hereto have set their hands by their representatives duly authorized on the day and year first written above. OWNER: TOWN OF PROSPER By: _______________________________ Harlan Jefferson, Town Manager Date Signed: _______________________ ATTEST: ____________________________________ Robyn Battle, Town Secretary Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 23 of 24 APPROVED AS TO FORM: _________________________ Terrence S. Welch, Town Attorney CONSTRUCTION MANAGER: POGUE CONSTRUCTION CO., L.P., a Texas Limited Partnership, acting by and through Ben Pogue, L.C., its General Partner. By: _______________________________ Ben Pogue, Sole Member Date Signed: _______________________ THE STATE OF TEXAS, COUNTY OF DENTON BEFORE ME, the undersigned authority, in and for said County, Texas, on this day personally appeared Harlan Jefferson, Town Manager of the TOWN OF PROSPER, a Texas Municipal Corporation, known to me to be the person who’s name is subscribed to the foregoing instrument, and acknowledged to me that he has executed the same on the Town’s behalf. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE DAY OF , 20_____. Notary Public Denton County, Texas My commission expires Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to AIA-Document A133--2009 Page 24 of 24 THE STATE OF TEXAS, COUNTY OF _______________ This instrument was acknowledged before me on the ______ day of ________________, 2014, by Ben Pogue, in his capacity as Sole Member of Ben Pogue, L.C., a Texas Limited Liability Company, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged that Ben Pogue, L.C. is the General Partner of POGUE CONSTRUCTION CO., L.P., a Texas Limited Partnership, and that he executed the same on behalf of and as the act of POGUE CONSTRUCTION CO., L.P. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE DAY OF , 20_____. Notary Public County, _______ My commission expires PREPARED IN THE OFFICES OF: BROWN & HOFMEISTER, L.L.P. 740 E. Campbell Road, Suite 800 Richardson, Texas 75081 214/747-6100 214/747-6111 Fax Attachment 5 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 1 AIA Document A201-2007 ADDENDUM to The General Conditions of the Contract for Construction AIA Document A201-2007 This Addendum to the General Conditions of the Contract for Construction, AIA Document A201-2007 (“Addendum”), is entered into this ___ day of ______________, 2014, by and between Pogue Construction Co., L.P., (“Construction Manager”) and the Town of Prosper, Texas, (the “Owner”). This Addendum is entered into to delete from, amend, replace, modify, add to, and/or supplement the General Conditions of the Contract for Construction, AIA Document A201-2007 (the “Agreement”), as set forth herein below. W I T N E S S E T H: WHEREAS, the Owner and Construction Manager desire to enter into the Agreement for the construction of the Town of Prosper Fire Department Station No. 2 in the Town of Prosper, Texas, RFP No. 2014-25-B; and WHEREAS, the Owner and Construction Manager desire to clarify and revise certain of the terms and provisions contained in the Agreement; and WHEREAS, the Owner and Construction Manager would not enter into the Agreement save and except for the clarifications and revisions contained herein; NOW THEREFORE, FOR AND IN CONSIDERATION of the covenants, duties and obligations herein contained together with the covenants, duties and obligations contained in the Agreement, the parties do mutually agree that except as provided for below, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of any conflict or inconsistency between the provisions set forth in this Addendum and the Agreement, this Addendum shall govern and control. In consideration of the foregoing, and for other good and valuable consideration, the parties agree to modify the Agreement as follows: I. The following amendments, modifications, replacements, additions, and/or deletions are hereby made to those Sections and Articles of the Agreement identified herein below as follows: 1. Section 1.1 is hereby amended by adding a new Section 1.1.9 to read as follows: § 1.1.9 General Reference Note. Where the term “Contractor” is used throughout the Agreement and this Addendum it shall be replaced with the phrase “Construction Manager at Risk (“CMAR”).” Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 2 AIA Document A201-2007 2. Section 1.1.2 is hereby amended by deleting the third sentence of such provision and replacing it with the following sentence: After execution of the original Contract Documents, the Contract may thereafter be amended or modified only by a written Modification signed by the parties. 3. Section 1.2.3 is hereby amended by deleting Section 1.2.3 in its entirety and replacing it with a new Section 1.2.3 to read as follows: § 1.2.3 Technical terms not specifically defined in the Contract Documents shall have the meanings given in AIA Document "Glossary of Construction Industry Terms", July 1982 edition. Technical terms not defined as above and used to describe items of the Work and which so applied have a well-known technical or trade meaning, shall be held to have such recognized meaning. 4. Section 1.2 is hereby amended by adding a new Section 1.2.4 to read as follows: § 1.2.4 Precedence of the Contract Documents. The Contract Documents shall consist of the following documents: .1 Contract Modifications signed by Construction Manager and Owner. .2 Addenda, with those of later date having precedence over those of earlier date. .3 Addendum to the General Conditions of the Contract for Construction, AIA Document A201-2007. .4 General Conditions - AIA A201-2007. .5 Specifications and Drawings. .6 Addendum to the Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, AIA Document A133 - 2009. .7 Agreement -- Standard Form of Agreement Between Owner and Construction Manager as Constructor where Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 3 AIA Document A201-2007 the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, AIA Document A133 - 2009. These Contract Documents are incorporated by reference into this Addendum and the Agreement as if set out here in their entirety. The Contract Documents are intended to be complementary; what is called for by one document shall be as binding as if called for by all Contract Documents. It is specifically provided, however, that in the event of any inconsistency in the Contract Documents the inconsistency shall be resolved by giving precedence to the Contract Documents in the order in which they are listed herein above, with the most recently issued document taking precedence over previous issues of the same document. 5. Section 1.2 is hereby amended by adding a new Section 1.2.5 to read as follows § 1.2.5 Relation of Specifications and Drawings: To be equivalent in authority and priority. Should they disagree in themselves, or with each other, prices shall be based on the better quality and greater quantity of work indicated. In the event of the above mentioned disagreements, the resolution shall be determined by the Initial Decision Maker. 6. Section 1.2 is hereby amended by adding a new Section 1.2.6 to read as follows: § 1.2.6 Where the Drawings and Specifications, certain products, manufacturer's trade names, or catalog numbers are given, it is done for the express purpose of establishing a standard of function, dimension, appearance, and quality of design, in harmony with the Work, and is not intended for the purpose of limiting competition. Materials or equipment shall not be substituted unless such substitution has been specifically accepted for use on this Project by the Architect. 7. Section 1.2 is hereby amended by adding a new Section 1.2.7 to read as follows: § 1.2.7 When the work is governed by reference to standards, building codes, manufacturer's instructions, or other documents, unless otherwise specified, the current edition as of the Agreement date shall apply. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 4 AIA Document A201-2007 8. Section 1.2 is hereby amended by adding a new Section 1.2.8 to read as follows: § 1.2.8 Requirements of public authorities apply as minimum requirements only and do not supersede more stringent specified requirements. 9. Section 1.5.1 is hereby amended by deleting the first sentence of such provision and replacing it with the following sentence: The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights as against the Construction Manager, Subcontractors, Sub-subcontractors, and material or equipment suppliers. 10. Section 1.5 is hereby amended by adding a new Section 1.5.3 to read as follows: § 1.5.3 The Owner and Construction Manager agree that the Contract Documents may not be free from errors, inconsistencies, or omissions, and further agree that the Owner makes no warranty as to the completeness or accuracy of the Contract Documents, either express or implied. Execution of the Agreement by the Construction Manager is a representation that the Construction Manager has thoroughly reviewed and become familiar with the Contract Documents and that the Construction Manager is not aware of any errors, inconsistencies or omissions in the Contract Documents which would delay the Construction Manager in the performance of the Contract Work. The Construction Manager shall not be entitled to any damages or increase in the Contract Amount due to delays or disruptions to the Work arising out of any errors, inconsistencies or omissions impacting the completeness or accuracy of the Contract Documents. This limitation on damages is further subject to the limitations set forth in the Contract Documents. 11. Section 1.6 is hereby deleted in its entirety. 12. Section 2.1.1 is hereby amended by deleting Section 2.1.1 in its entirety and replacing it with a new Section 2.1.1 to read as follows: § 2.1.1 The Owner is the Town of Prosper, Texas, and is referred to throughout the Contract Documents as if singular Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 5 AIA Document A201-2007 in number. The Owner may designate in writing one or more persons to represent the Owner; however, such representatives shall have the authority to bind the Owner only to the extent expressly authorized by the Owner and shall have no implied authority. Except as otherwise provided in Section 4.2.1, the Architect does not have the authority to bind the Owner. 13. Section 2.1.2 is hereby amended by deleting Section 2.1.2 in its entirety and replacing it with a new Section 2.1.2 to read as follows: § 2.1.2 Construction Manager acknowledges that no lien rights exist with respect to public property. 14. Section 2.2.1 is hereby deleted in its entirety. 15. Section 2.1.2 is hereby amended by deleting the last sentence of Section 2.2.3 in its entirety. 16. Section 2.2.4 is hereby amended by deleting Section 2.2.4 in its entirety and replacing it with a new Section 2.2.4 to read as follows: § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents and such other information or services that are within the Owner’s control and relevant to Construction Manager’s performance of the Work within a reasonable time following actual receipt of a written request for such information or services. 17. Section 2.2.5 is hereby amended by deleting Section 2.2.5 in its entirety and replacing it with a new Section 2.2.5 to read as follows: § 2.2.5 The Owner shall furnish one copy of the Contract Documents free of charge. The Construction Manager will be responsible for the cost of any additional copies of the Contract Documents as well as any and all Drawings and Project Manuals it needs or desires for the Project. 18. Section 2.2 is hereby amended by adding a new Section 2.2.6 to read as follows: § 2.2.6 Owner's personnel may, but are not required to be present at the construction site during progress of the Work to assist the Architect in the performance of his duties, and to verify the Construction Manager's record of the number of workmen employed on the Work, their occupational classification, the time each is engaged in the Work, and the Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 6 AIA Document A201-2007 equipment used in the performance of the Work for purpose of verification of Construction Manager's Applications for Payment. 19. Section 2.3 is hereby amended by deleting Section 2.3 in its entirety and replacing it with a new Section 2.3 to read as follows: § 2.3 If the Construction Manager fails to correct nonconforming or defective Work as required by Paragraph 12.2, or fails to complete the Work on time as required by the Contract Documents or is in default of any of its material obligations hereunder, the Owner, by a written order signed by an agent specifically so empowered by the Owner, may order the Construction Manager to stop the Work or any portion thereof, until the cause for such order has been eliminated. However, the right of the Owner to stop the Work shall not give rise to any duty on the part of the Owner to exercise this right for the benefit of the Construction Manager or any other person or entity. This right shall be in addition to, and not in restriction of, the Owner's rights under paragraph 12.2. 20. Section 2.4 is hereby amended by replacing the phrase “ten-day period” in the first sentence with the phrase “seven-day period” and by deleting the third sentence of Section 2.4 in its entirety. 21. Section 3.1.2 is hereby amended by deleting Section 3.1.2 in its entirety and replacing it with a new Section 3.1.2 to read as follows: § 3.1.2 The Construction Manager shall perform the Work in a good and workmanlike manner in accordance with the Contract Documents save and except to the extent the Contract Documents expressly specify a higher degree of finish or workmanship, in which event the Construction Manager shall perform the Work to such higher degree of finish or workmanship. 22. Section 3.1 is hereby further amended by adding a new Section 3.1.4 to read as follows: § 3.1.4 It is understood and agreed that the relationship of Construction Manager to Owner shall be that of an independent contractor. Nothing contained herein or inferable herefrom shall be deemed or construed to (1) make Construction Manager the agent, servant, or employee of the Owner, or (2) create any partnership, joint venture, or other Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 7 AIA Document A201-2007 association between Owner and Construction Manager. Any direction or instruction by Owner in respect of the Work shall relate to the results the Owner desires to obtain from the Work, and shall in no way affect Construction Manager's independent contractor status as described herein. 23. Section 3.1 is also hereby amended by adding a new Section 3.1.5 to read as follows: § 3.1.5 REPRESENTATIONS AND WARRANTIES. § 3.1.5 The Construction Manager represents and warrants the following to the Owner (in addition to the other representations and warranties contained in the Contract Documents), as an inducement to the Owner to execute this Contract, which representations and warranties shall survive the execution and delivery of the Contract and the final completion of the Work: .1 that it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under the Contract Documents; .2 that it is able to furnish the plant, tools, materials, supplies, equipment and labor required to complete the Work and perform its obligations hereunder and has sufficient experience and competence to do so; .3 that it is authorized to do business in the State where the Project is located and properly licensed by all necessary governmental and public quasi-public authorities having jurisdiction over it and over the Work and the site of the Project; .4 that the execution of the Contract and its performance thereof is within its duly authorized powers; and .5 that its duly authorized representative has visited the site of the Work, familiarized itself with the local conditions under which the Work is to be performed and correlated its observations with the requirements of the Contract Documents. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 8 AIA Document A201-2007 24. Section 3.2.1 is hereby amended by adding the following sentence to the end of Section 3.2.1 to read as follows: Signing any one of the Contract Documents shall be considered as signing all of the Contract Documents. 25. Section 3.2.2 is hereby amended by deleting the second sentence of such provision and replacing it with the following sentence: Any errors, omissions, or inconsistencies discovered by the Construction Manager shall be reported promptly to the Architect as a request for information in such form as the Architect may require. 26. Section 3.2.2 is hereby further amended by adding the following clauses to the end of Section 3.2.2 to read as follows: .1 The exactness of grades, elevations, dimensions, or locations given on any Drawings issued by the Architect, or the work installed by other contractors, is not guaranteed by the Architect or the Owner. .2 The Construction Manager shall, therefore, satisfy itself as to the accuracy of all grades, elevations, dimensions, and locations. In all cases of interconnection of its Work with existing or other work, Construction Manager shall verify at the site all dimensions relating to such existing or other work. Any errors due to the Construction Manager’s failure to so verify all such grades, elevations, dimensions, or locations shall be promptly rectified by the Construction Manager without any additional cost to the Owner. 27. Section 3.2.4 is hereby amended by deleting the third sentence of such provision and replacing it with the following sentence: If the Construction Manager performs the obligations of Sections 3.2.2 or 3.2.3, the Construction Manager shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 9 AIA Document A201-2007 28. Section 3.2 is hereby further amended by adding a new Section 3.2.5 to read as follows: § 3.2.5 Notwithstanding the delivery of a survey or other documents by the Owner, Construction Manager is responsible for contacting all private and public utilities to determine the location of existing facilities and compliance with the State of Texas’ “call before you dig” program mandated by Texas Utility Code Chapter 251 prior to any digging or excavation. Construction Manager shall use reasonable efforts to perform all work in such a manner so as to avoid damaging any utility lines, cables, pipes, or pipelines on the Property. Construction Manager shall be responsible for, and shall repair at Construction Manager’s own expense, any damage done to lines, cables, pipes, and pipelines by Construction Manager. 29. Section 3.3.1 is hereby amended by deleting the last sentence of such provision and replacing it with the following sentence If the Construction Manager is then instructed in writing by the Architect to proceed with the required construction means, methods, techniques, sequences or procedures set out in the Construction Documents without acceptance of the changes proposed by the Construction Manager, the Architect shall be responsible for any loss or damage arising solely from those required means, methods, techniques, sequences or procedures. 30. Section 3.3 is hereby further amended by adding a new Section 3.3.4 to read as follows: § 3.3.4 Construction Manager shall bear responsibility for design and execution of acceptable trenching and shoring procedures, in accordance with Texas Government Code, Section 2166.303 and Texas Health and Safety Code, Subchapter C, Sections 756.021, et seq. 31. Section 3.3 is hereby further amended by adding a new Section 3.3.5 to read as follows: § 3.3.5 Trench safety systems shall be provided by the Construction Manager in accordance with the applicable subpart related to Excavation, Trenching, and Shoring of the OSHA Standards as published in Federal Register, Volume 54, No. 209 dated October 31, 1989, and revised effective Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 10 AIA Document A201-2007 January 2, 1990. These standards describe safety and health regulations as administered by the U.S. Department of Labor Occupational Safety and health Administration (OSHA). The standards specified by the OSHA Regulations shall be the minimum allowed on this Project. It shall be the responsibility of the Construction Manager to provide a design and install adequate trench safety systems for all trenches excavated on this Project. 32. Section 3.3 is also hereby amended by adding a new Section 3.3.6 to read as follows: § 3.3.6 The Construction Manager shall review subcontractor safety programs, procedures, and precautions in connection with performance of the Work. However, the Construction Manager's duties shall not relieve any subcontractor(s) or any other person or entity (e.g. a supplier) including any person or entity with whom the Construction Manager does not have a contractual relationship, of their responsibility or liability relative to compliance with all applicable federal, state and local laws, rules, regulations, and ordinances which shall include the obligation to provide for the safety of their employees, persons, and property and their requirements to maintain a work environment free of recognized hazards. The foregoing notwithstanding, the requirements of this paragraph are not intended to impose upon the Construction Manager any additional obligations that the Construction Manager would not have under any applicable state or federal laws including, but not limited to, any rules, regulations, or statutes pertaining to the Occupational Safety and Health Administration. 33. Section 3.4.1 is hereby amended by adding a new Section 3.4.1.1 to read as follows: § 3.4.1.1 Prevailing Wages. Attention is called to Texas Government Code Chapter 2258, entitled “Prevailing Wage Rates.” Among other things, this Chapter provides that it shall be mandatory upon the Construction Manager and upon any Subcontractor under the Construction Manager to pay not less than the prevailing rates of per diem wages in the locality at the time of construction to all laborers, workmen, and mechanics employed by them in the execution of the Contract. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 11 AIA Document A201-2007 34. Section 3.4.1 is hereby amended by adding a new Section 3.4.1.2 to read as follows: § 3.4.1.2 In accordance with Texas Government Code Chapter 2258, the Owner has established a scale of prevailing wages which is incorporated in the project specifications, and not less than this established scale must be paid on the Project. Any workers not included in the schedule shall be properly classified and paid not less than the rate of wages prevailing in the locality of the work at the time of construction. 35. Section 3.4.1 is also hereby amended by adding a new Section 3.4.1.3 to read as follows: § 3.4.1.3 A Construction Manager or Subcontractor who violates the provisions of Sections 3.4.1.1. or 3.4.1.2 shall pay to Owner the sum of Sixty and No/100 Dollars ($60.00) for each worker employed for each calendar day or part of the day that the worker is paid less than the wage rate stipulated in the scale of prevailing wages applicable to this Project, as required by Texas Government Code Section 2258.023(b). 36. Section 3.4.2 is hereby amended by deleting Section 3.4.2 in its entirety and replacing it with a new Section 3.4.2 to read as follows: § 3.4.2 The Construction Manager may make substitutions only under the following circumstances: .1 Substitutions and alternates may be rejected without explanation and will be considered only under one or more of the following conditions: (i) the proposal is required for compliance with interpretation of code requirements or insurance regulations then existing; (ii) specified products are unavailable through no fault of the Construction Manager; and, (iii) in the judgment of the Owner or the Architect, a substitution would be substantially in the Owner’s best interests, in terms of cost, time, or other considerations. .2 The Construction Manager must submit to the Architect and the Owner: (i) a full explanation of the proposed substitution and submittal of all supporting data, including technical information, catalog cuts, warranties, test results, installation instructions, operating procedures, Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 12 AIA Document A201-2007 and other like information necessary for a complete evaluation of the substitution; (ii) a written explanation of the reasons the substitution is necessary, including the benefits to the Owner and the Work in the event the substitution is acceptable; (iii) the adjustment, if any, in the Contract Sum related to the substitution; (iv) the adjustment, if any, in the time of completion of the Contract and the construction schedule related to the substitution; and (v) an affidavit stating (a) the proposed substitution conforms to and meets all the requirements of the pertinent Specifications and the requirements shown on the Drawings, and (b) the Construction Manager accepts the warranty and correction obligations in connection with the proposed substitution as if originally specified by the Architect. .3 Proposals for substitutions shall be submitted in triplicate to the Architect in sufficient time to allow the Architect no less than twenty-one (21) working days for review. No substitutions will be considered or allowed without the Construction Manager’s submittal of complete substantiating data and information as stated hereinbefore. .4 Whether or not any proposed substitution is accepted by the Owner or the Architect, the Construction Manager shall reimburse the Owner for any fees charged by the Architect or other consultants for evaluating each proposed substitute. 37. Section 3.4.3 is hereby amended by adding the following provisions to the end of Section 3.4.3 to read as follows: The Construction Manager shall be responsible for the actions of Construction Manager’s forces, Subcontractor’s forces and all tiers of Sub-subcontractor’s forces. The Construction Manager recognizes that the Project Site is public municipal property, and will prohibit the possession or use of alcohol, controlled substances, tobacco, and any prohibited weapons on the Project Site and shall require adequate dress of the Construction Manager’s forces consistent with the nature of the work being performed, including wearing shirts at all times. Sexual harassment of employees of the Construction Manager or employees or invitees of the Owner by employees of the Construction Manager is strictly forbidden. Any employee of the Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 13 AIA Document A201-2007 Construction Manager who is found to have engaged in such conduct shall be subject to appropriate disciplinary action by the Construction Manager, including removal from the job site. 38. Section 3.4 is hereby amended by adding a new Section 3.4.4 to read as follows: § 3.4.4 The Construction Manager shall only employ or use labor in connection with the Work capable of working harmoniously with all trades, crafts, and any other individuals associated with the Project. 39. Section 3.5 is hereby amended by deleting Section 3.5 in its entirety and replacing it with a new Section 3.5 to read as follows: § 3.5 WARRANTY § 3.5.1 The Construction Manager warrants to the Owner and Architect that the materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Construction Manager further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements, including substitutions that are not properly approved and authorized, may be considered defective. The Construction Manager’s warranty excludes remedy for damage or defect caused by abuse attributable to Owner; alterations or modifications to the Work not performed by Construction Manager; improper or insufficient maintenance and/or improper operation attributable to Owner; or, normal wear and tear and normal usage. If required by the Architect, the Construction Manager shall furnish satisfactory evidence as to the kind and quality of materials and equipment § 3.5.2 The Construction Manager agrees to assign to the Owner at the time of final completion of the Work any and all manufacturer’s warranties relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such manufacturer’s warranties. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 14 AIA Document A201-2007 § 3.5.3 Construction Manager’s express warranty herein shall be in addition to, and not in lieu of, any other remedies Owner may have under this Agreement, at law, or in equity for defective Work. § 3.5.4 The warranty provided in Section 3.5.1 shall be in addition to and not in limitation of any other warranty or remedy required by law or by the Contract Documents, and such warranty shall be interpreted to require Construction Manager to replace defective materials and equipment and re-execute defective Work which is disclosed to the Construction Manager by the Owner within a period of one (1) year after Substantial Completion of the entire Work or if latent defect, within one (1) year after discovery thereof by Owner. § 3.5.5 The Construction Manager shall issue in writing to the Owner as a condition precedent to final payment a "General Warranty" reflecting the terms and conditions of Sections 3.5.1 and 3.5.2 for all Work under the Contract Documents. This General Warranty shall be assignable. Submittal of all warranties and guarantees are required as a prerequisite to the final payment. § 3.5.6 Except when a longer warranty time is specifically called for in the Specification Sections or is otherwise provided by law, the General Warranty shall be for twelve (12) months and shall be in form and content otherwise satisfactory to the Owner. Owner acknowledges that the Project may involve construction work on more than one (1) building for the Owner. Each building, or approved phase of each building, shall have its own, separate, and independent date of Substantial Completion or Final Completion. Construction Manager shall maintain a complete and accurate schedule of the dates of Substantial Completion, dates upon which the one (1) year warranty on each phase or building which is substantially complete will expire, and dates of Final Completion. Construction Manager agrees to provide notice of the warranty expiration date to Owner and Architect at least one (1) month prior to the expiration of the one (1) year warranty period on each building or each phase of the building which has been substantially completed. Prior to termination of the one (1) year warranty period, Construction Manager shall accompany the Owner and Architect on re-inspection of the building and be responsible for correcting any reasonable additional deficiencies not Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 15 AIA Document A201-2007 caused by the Owner or by the use of the building which are observed or reported during the re-inspection. For extended warranties required by various sections, i.e. roofing, compressors, mechanical equipment, Owner will notify the Construction Manager of deficiencies and Construction Manager shall start remedying these defects within three (3) days of initial notification from Owner. Construction Manager shall prosecute the work without interruption until accepted by the Owner and the Architect, even though such prosecution should extend beyond the limit of the warranty period. If Construction Manager fails to provide notice of the expiration of the one-year warranty period at least one (1) month prior to the expiration date, Construction Manager's warranty obligations described in this paragraph shall continue until such inspection is conducted and any deficiencies found in the inspection corrected. § 3.5.7 Warranties shall become effective on a date established by the Owner and Architect in accordance with the Contract Documents. This date shall be the Date of Substantial Completion of the entire Work, unless otherwise provided in any Certificate of Partial Substantial Completion approved by the parties, except for work to be completed or corrected after the date of Substantial Completion and prior to final payment. Warranties for work to be completed or corrected after the date of Substantial Completion and prior to final payment shall become effective on the later of the date the work is completed or corrected and accepted by the Owner and Architect or the date of final payment. 40. Section 3.6 is hereby amended by deleting Section 3.6 in its entirety and replacing it with a new Section 3.6 to read as follows: § 3.6 TAXES The Construction Manager will not include in the Contract Price or any Modification any amount for sales, use, or similar taxes. Construction Manager understands and agrees that Owner is a Texas municipal corporation which is exempt from the payment of such taxes. Owner will provide the Construction Manager with a tax exemption certificate or other documentation necessary to establish the Owner’s exemption from such taxes. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 16 AIA Document A201-2007 41. Section 3.7.1 is hereby amended by deleting Section 3.7.1 in its entirety and replacing it with a new Section 3.7.1 to read as follows: § 3.7.1 Unless otherwise specifically provided to the contrary in the Contract Documents, it shall be the full responsibility of the Construction Manager to acquire and comply with any and all permits as may be required to avoid delay of the Project, and which permits, fees, licenses and inspections are necessary for the proper execution, performance and completion of the Work. No separate payment will be made for this item and it will be considered subsidiary to the other items bid. 42. Section 3.7.2 is hereby amended by adding the following provisions to the end of Section 3.7.2 to read as follows: The Construction Manager shall be responsible for ensuring that it and any subcontractors performing any portion of the Work required under the Contract Documents comply with all applicable federal, state, county, and municipal laws, regulations, and rules that relate in any way to the performance and completion of the Work including, but not limited to, the work eligibility of individuals performing the Work. This provision applies whether or not a legal requirement is described or referred to in the Contract Documents. 43. Section 3.7.4 is hereby amended by replacing the phrase “no later than 21 days after first observation” in the first sentence with the phrase “and within seven-days after first observation.” 44. Section 3.7 is hereby amended by adding a new Section 3.7.6 to read as follows: § 3.7.6 The Construction Manager shall also obtain all permits and approvals, and pay all fees and expenses, if any, associated with National Pollutant Discharge Elimination System (“NPDES”) regulations administered by the Environmental Protection Agency (“EPA”), the Texas Commission on Environmental Quality (“TCEQ) and local authorities, if applicable, that require completion of documentation and/or acquisition of a "Land Disturbing Activities Permit" for the Project. Construction Manager's obligations under this paragraph do not require it to perform engineering services during the pre-construction phase, unless otherwise required by the Contract Documents, to prepare proper drainage for the construction sites. However, Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 17 AIA Document A201-2007 any drainage alterations made by Construction Manager during the construction process which require the issuance of a permit shall be at Construction Manager's sole cost. 45. Section 3.9.1 is hereby amended by adding the following provisions to the end of Section 3.9.1 to read as follows: The superintendent shall be capable of reading and thoroughly understanding the Plans and Specifications, and thoroughly experienced in the type of Work being performed. The superintendent shall have full authority to execute orders or directions and to promptly supply such materials, equipment, tools, labor and incidentals as may be required. Such superintendent shall be furnished irrespective of the amount of Work subcontracted. The superintendent and the Construction Manager shall be responsible for all work performed by the Subcontractor at all times during construction. 46. Section 3.9.2 is hereby amended by deleting the last sentence of Section 3.9.2 and replacing it with the following provision to read as follows: Failure of the Architect to reply within the 14-day period shall constitute notice that the Architect and Owner have no known objection to the proposed superintendent. Failure to reply or affirmative consent by the Architect to the proposed superintendent shall not be deemed to waive or otherwise deprive the Owner and Architect of the right to thereafter complain to the Construction Manager regarding or otherwise object to the continued assignment of the superintendent to the Work if a reasonable objection to the superintendent arises during the course of the Work. 47. Section 3.9.3 is hereby amended by deleting the last sentence of that provision and replacing it with the following provision to read as follows: The Construction Manager shall not replace the superintendent prior to final completion of the Work unless (1) the superintendent shall cease to be employed by the Construction Manager or its subsidiaries or affiliated companies, or (2) the Owner agrees to such replacement. The superintendent may not be employed on any other project prior to final completion of the Work. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 18 AIA Document A201-2007 48. Section 3.9 is hereby amended by adding a new Section 3.9.4 to read as follows: § 3.9.4 The Construction Manager shall furnish a list to the Architect of all engineers, consultants, job-site superintendents, Subcontractors, Sub-subcontractors and material and equipment suppliers involved in construction of the Work. The Architect shall provide such information to the Owner. 3.9.4.1 The Owner may reject or require removal of any engineer, consultant, job superintendent, or employee of the Construction Manager, Subcontractor or Sub-subcontractor involved in the project. § 3.9.4.2 Construction Manager shall provide an adequate staff for the proper coordination and expedition of the Work. Owner reserves the right to require Construction Manager to dismiss from the work any employee or employees that Owner may deem incompetent, careless, insubordinate, or in violation of any provision in these Contract Documents. This provision is applicable to Subcontractors, Sub- subcontractors and their employees. § 3.9.4.3 The Owner reserves the right to utilize one or more of its employees to function in the capacity of the Town’s Inspector, whose primary function will be daily inspections, checking pay requests, construction timelines, and storage of supplies and materials. 49. Section 3.10.1 is hereby amended by deleting Section 3.10.1 in its entirety and replacing it with a new Section 3.10.1 to read as follows: § 3.10.1 The Construction Manager, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect’s information a Construction Manager’s initial construction schedule for the Work utilizing critical path method scheduling techniques. The initial schedule shall not exceed the time limits set forth in the Contract Documents. The initial schedule shall thereafter be updated on a monthly basis and submitted with each application for payment. The receipt of an updated schedule with each application for payment shall be a condition precedent to the Owner’s duty to make any payment pursuant to Article 9.6. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 19 AIA Document A201-2007 .1 Each schedule shall break the Work into a sufficient number of activities to facilitate the efficient use of critical path method scheduling by the Construction Manager, Owner, and Architect. Each schedule activity shall be assigned a cost value consistent with the Schedule of Values so as to allow the Owner and Construction Manager to project cash flow for the Project. .2 Each schedule shall include activities representing manufacturing, fabrication, or ordering lead time for materials, equipment, or other items for which the Architect is required to review submittals, shop drawings, product data, or samples. .3 Each schedule, other than the initial schedule, shall indicate the activities, or portions thereof, which have been completed; shall reflect the actual time for completion of such activities; and shall reflect any changes to the sequence or planned duration of all activities. .4 If any updated schedule exceeds the time limits set forth in the Contract Documents for completion of the Work, the Construction Manager shall include with the updated schedule a statement of the reasons for the anticipated delay in completion of the Work and the Construction Manager’s planned course of action for completing the Work within the time limits set forth in the Contract Documents. If the Construction Manager asserts that the failure of the Owner or the Architect to provide information to the Construction Manager is the reason for anticipated delay in completion, the Construction Manager shall also specify what information is required from the Owner or Architect. .5 Neither the Owner or the Construction Manager shall have exclusive ownership of float time in the schedule. All float time shall inure to the benefit of the Project. The Construction Manager agrees to use its best efforts not to sequence the Work or assign activity durations so as to produce a schedule in which more than one-fourth of the remaining activities have no float time. .6 Submission of any schedule under this Contract constitutes a representation by the Construction Manager that: (1) the schedule represents the sequence in which Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 20 AIA Document A201-2007 the Construction Manager intends to prosecute the remaining Work; (2) the schedule represents the actual sequence and durations used to prosecute the completed work; (3) that to the best of its knowledge and belief the Construction Manager is able to complete the remaining Work in the sequence and time indicated; and, (4) that the Construction Manager intends to complete the remaining work in the sequence and time indicated. 50. Section 3.10 is hereby amended by adding a new Section 3.10.4 to read as follows: § 3.10.4 The construction schedule shall be in a detailed precedence - style critical path method (“CPM”) format for each major item of work and the time frame for the initiation, progress and completion of such major item of work satisfactory to the Owner and the Architect. The construction schedule shall also (i) provide a graphic representation of all activities and events that will occur during performance of the Work; (ii) identify each phase of construction and occupancy; and (iii) set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents (hereinafter referred to as “Milestone Dates”). Upon review and acceptance by the Owner and the Architect of the Milestone Dates, the construction schedule shall be deemed part of the Contract Documents and attached to the Agreement as Exhibit A. If not accepted, the construction schedule shall be promptly revised by the Construction Manager in accordance with the recommendations of the Owner and the Architect and resubmitted for acceptance. The Construction Manager shall monitor the progress of the Work for conformance with the requirements of the construction schedule and shall promptly advise the Owner of any delays or potential delays. The accepted construction schedule shall be updated to reflect actual conditions. In the event any progress report indicates any delays, the Construction Manager shall propose an affirmative plan to correct the delay, including overtime and/or additional labor, if necessary. In no event shall any progress report constitute an adjustment in the Contract Time, any Milestone Date, or the Contract Sum unless any such adjustment is agreed to by the Owner and authorized pursuant to Change Order. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 21 AIA Document A201-2007 51. Section 3.10 is hereby further amended by adding a new Section 3.10.5 to read as follows: § 3.10.5 In the event the Owner determines that the performance of the Work, as of a Milestone Date, has not progressed or reached the level of completion required by the Contract Documents, the Owner shall have the right to order the Construction Manager to take corrective measures necessary to expedite the progress of construction, including, without limitations, (i) working additional shifts of overtime, (ii) supplying additional manpower, equipment and facilities, and (iii) other similar measures (hereinafter referred to collectively as “Extraordinary Measures”). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Contract Documents. The Owner’s right to require Extraordinary Measures is solely for the purpose of ensuring the Construction Manager’s compliance with the construction schedule. .1 The Construction Manager shall not be entitled to an adjustment in the Contract Sum in connection with Extraordinary Measures required by the Owner under or pursuant to this Subparagraph 3.10.5. .2 The Owner may exercise the rights furnished the Owner under or pursuant to this Subparagraph 3.10.5 as frequently as the Owner deems necessary to ensure that the Construction Manager’s performance of the Work will comply with any Milestone Date or completion date set forth in the Contract Documents. 52. Section 3.10 is also hereby amended by adding a new Section 3.10.6 to read as follows: § 3.10.6 If reasonably required by Owner, Construction Manager shall also prepare and furnish project cash flow projections, manning data for critical activities, and schedules for the purchase and delivery of all critical equipment and material, together with periodic updating thereof. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 22 AIA Document A201-2007 53. Section 3.10 is also hereby amended by adding a new Section 3.10.7 to read as follows: § 3.10.7 The Construction Manager shall recommend to the Owner and to the Architect a schedule for procurement of long-lead time items which will constitute part of the Work as required to meet the project schedule. If such long-lead time items are procured by the Owner, they shall be procured on terms and conditions as recommended by the Construction Manager. Upon the Owner’s acceptance of the Construction Manager’s Stipulated Sum proposal, all contracts previously entered into by Owner shall be assigned by Owner to the Construction Manager who shall accept responsibility for such contracts as if it had initially entered into such contracts. Construction Manager shall expedite the delivery of long-lead time items. 54. Section 3.11 is hereby amended by numbering the paragraph immediately following the line “§ 3.11 DOCUMENTS AND SAMPLES AT THE SITE” as Section 3.11.1. 55. Section 3.11 is also hereby amended by adding a new Section 3.11.2 to read as follows: § 3.11.2 Construction Manager shall at all times maintain job records, including, but not limited to, invoices, payment records, payroll records, daily reports, logs, diaries, and job meeting minutes, applicable to the project at the site. Construction Manager shall make such reports and records available to inspection by the Owner, Architect, or their respective agents, within five (5) working days of request by Owner, Architect, or their respective agents. 56. Section 3.13 is hereby amended by numbering the paragraph immediately following the line “§ 3.13 USE OF SITE” as Section 3.13.1. 57. Section 3.13 is also hereby amended by adding a new Section 3.13.2 to read as follows: § 3.13.2 The Construction Manager will abide by all applicable rules and regulations of the Owner with respect to conduct, including smoking, parking of vehicles and entry into adjacent facilities owned by Owner. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 23 AIA Document A201-2007 58. Section 3.15.1 is hereby amended by adding the following provisions to the end of Section 3.15.1 to read as follows: Construction Manager shall thoroughly wash and clean all glass and mirror surfaces, and shall leave the Work neat and clean. The Construction Manager shall, not less than two times each week, clean up after his operation, by removing rubbish, including old and surplus materials. 59. Section 3.15.2 is hereby amended by deleting Section 3.15.2 in its entirety and replacing it with a new Section 3.15.2 to read as follows: § 3.15.2 If the Construction Manager fails to clean up as required by the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Construction Manager. 60. Section 3.15 is hereby amended by adding a new Section 3.15.3 to read as follows: § 3.15.3 The Construction Manager shall be responsible for damaged or broken glass, and at completion of the Work, shall replace such damaged or broken glass. 61. Section 3.18.1 is hereby amended by deleting Section 3.18.1 in its entirety and replacing it with a new Section 3.18.1 to read as follows: § 3.18.1 TO THE FULLEST EXTENT ALLOWED BY LAW, CONSTRUCTION MANAGER DOES HEREBY AGREE TO WAIVE ALL CLAIMS, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE TOWN OF PROSPER (OWNER) AND ALL OF ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, IN BOTH THEIR PUBLIC AND PRIVATE CAPACITIES, FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR CAUSES OF ACTION INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT, COURT COSTS AND ATTORNEY FEES WHICH MAY ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR FOR LOSS OF, DAMAGE TO, OR LOSS OF USE OF ANY PROPERTY OCCASIONED BY THE WRONGFUL INTENTIONAL ACT, ERROR, OMISSION, OR NEGLIGENT ACT OF CONSTRUCTION MANAGER, HIS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, SUB-SUBCONTRACTORS, INVITEES OR ANY OTHER PERSONS, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT, SUBJECT TO THE LIMITATIONS IN TEXAS LOCAL GOVERNMENT CODE § 271.904(A) AND TEXAS Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 24 AIA Document A201-2007 CIVIL PRACTICE & REMEDIES CODE, § 130.002(B), AND CONSTRUCTION MANAGER WILL AT HIS OR HER OWN COST AND EXPENSE DEFEND AND PROTECT TOWN OF PROSPER (OWNER) FROM ANY AND ALL SUCH CLAIMS AND DEMANDS. TO THE FULLEST EXTENT ALLOWED BY LAW, CONSTRUCTION MANAGER DOES HEREBY AGREE TO WAIVE ALL CLAIMS, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS TOWN OF PROSPER (OWNER) AND ALL OF ITS OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR CAUSES OF ACTION, AND LIABILITY OF EVERY KIND INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT, COURT COSTS AND ATTORNEYS FEES FOR INJURY OR DEATH OF ANY PERSON OR FOR LOSS OF, DAMAGES TO, OR LOSS OF USE OF ANY PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT. SUCH INDEMNITY SHALL APPLY WHETHER THE CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR CAUSES OF ACTION ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF THE TOWN OF PROSPER (OWNER), ITS OFFICERS, OFFICIALS, AGENTS OR EMPLOYEES. IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY CONSTRUCTION MANAGER TO INDEMNIFY AND PROTECT TOWN OF PROSPER (OWNER) FROM THE CONSEQUENCES OF TOWN OF PROSPER’S (OWNER'S) OWN NEGLIGENCE, SUBJECT TO THE LIMITATIONS, IF SAME ARE APPLICABLE TO THIS CONTRACT, CONTAINED IN TEXAS LOCAL GOVERNMENT CODE § 271.904(A) AND TEXAS CIVIL PRACTICE & REMEDIES CODE § 130.002(B), WHETHER THAT NEGLIGENCE IS A SOLE OR CONCURRING CAUSE OF THE INJURY, DEATH OR DAMAGE. 62. Section 3.18.2 is hereby amended by deleting Section 3.18.2 in its entirety and replacing it with a new Section 3.18.2 to read as follows: § 3.18.2 IN ANY AND ALL CLAIMS AGAINST ANY PARTY INDEMNIFIED UNDER THIS SECTION 3.18 BY ANY EMPLOYEE OF THE CONSTRUCTION MANAGER, ANY SUBCONTRACTOR, ANY SUB-SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE, THE INDEMNIFICATION OBLIGATION HEREIN PROVIDED SHALL NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 25 AIA Document A201-2007 AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY OR FOR THE CONSTRUCTION MANAGER, ANY SUBCONTRACTOR OR SUB- SUBCONTRACTOR UNDER WORKMEN'S COMPENSATION OR ANY OTHER DISABILITY BENEFITS ACT OR EMPLOYEE BENEFIT ACTS. 63. Section 3.18 is hereby further amended by adding a new Section 3.18.3 to read as follows: § 3.18.3 CONSTRUCTION MANAGER SHALL BE RESPONSIBLE FOR AND SHALL HOLD OWNER FREE AND HARMLESS FROM LIABILITY RESULTING FROM LOSS OF OR DAMAGE TO CONSTRUCTION MANAGER'S OR ITS SUBCONTRACTOR'S OR ITS SUB- SUBCONTRACTOR’S CONSTRUCTION TOOLS AND EQUIPMENT AND RENTED ITEMS WHICH ARE USED OR INTENDED FOR USE IN PERFORMING THE WORK REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF OWNER, OWNER'S CONSULTANTS, ARCHITECT OR ARCHITECT'S CONSULTANTS. THIS PROVISION SHALL APPLY, WITHOUT LIMITATION, TO LOSS OR DAMAGE OCCURRING AT THE WORK SITE OR WHILE SUCH ITEMS ARE IN TRANSIT TO OR FROM THE WORK SITE AND IS IN ADDITION TO CONSTRUCTION MANAGER'S OBLIGATIONS UNDER PARAGRAPH 3.18.1 IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH CONSTRUCTION MANAGER AND OWNER, THAT THE INDEMNITY IS PROVIDED FOR IN THIS PARAGRAPH AS TO CONSTRUCTION MANAGER'S OR ITS SUBCONTRACTOR'S TOOLS AND EQUIPMENT AND RENTAL ITEMS, IS AN INDEMNITY BY CONSTRUCTION MANAGER TO INDEMNIFY AND PROTECT OWNER FROM THE CONSEQUENCES OF OWNER'S OWN NEGLIGENCE, AND THAT OF OWNER'S CONSULTANTS, THE ARCHITECT AND ARCHITECT'S CONSULTANTS, SUBJECT TO THE LIMITATIONS, IF SAME ARE APPLICABLE TO THIS CONTRACT, CONTAINED IN TEXAS LOCAL GOVERNMENT CODE § 271.904(A) AND TEXAS CIVIL PRACTICE & REMEDIES CODE, § 130.002(B), WHETHER THAT NEGLIGENCE IS THE SOLE OR CONCURRING CAUSE OF THE LOSS OR DAMAGE. PROVIDED, THAT WHERE THE NEGLIGENCE OF OWNER OR ARCHITECT IS A CONCURRING CAUSE, Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 26 AIA Document A201-2007 CONSTRUCTION MANAGER'S OBLIGATION TO INDEMNIFY IS LIMITED TO THE AMOUNT NECESSARY TO CAUSE THE RELATIVE LIABILITY OF OWNER, ARCHITECT AND CONSTRUCTION MANAGER TO REFLECT THE COMPARATIVE NEGLIGENCE FINDINGS OF TRIER OF FACT (JUDGE OR JURY) OR AS AGREED IN A SETTLEMENT AGREEMENT TO WHICH OWNER, ARCHITECT AND CONSTRUCTION MANAGER ARE ALL PARTIES. 64. Section 3.18 is also hereby amended by adding a new Section 3.18.4 to read as follows: § 3.18.4 INDEMNIFICATION HEREUNDER SHALL INCLUDE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LIABILITY WHICH COULD ARISE TO THE OWNER, ITS AGENTS, CONSULTANTS, AND REPRESENTATIVES PURSUANT TO STATE STATUTES FOR THE SAFETY OF WORKMEN AND IN ADDITION, ALL FEDERAL STATUTES AND RULES EXISTING THEREUNDER FOR PROTECTION, OCCUPATIONAL SAFETY AND HEALTH TO WORKMEN. IT BEING AGREED THAT THE PRIMARY OBLIGATION OF THE CONSTRUCTION MANAGER IS TO COMPLY WITH SAID STATUTES IN PERFORMANCE OF THE WORK BY CONSTRUCTION MANAGER AND THAT THE OBLIGATIONS OF THE OWNER, ITS AGENTS, CONSULTANTS, AND REPRESENTATIVES UNDER SAID STATUTES ARE SECONDARY TO THAT OF THE CONSTRUCTION MANAGER. 65. Section 3.19 is hereby created by adopting and adding the following Section 3.19 to read as follows: § 3.19 BUSINESS STANDARDS. Construction Manager, in performing its obligations under this Contract, shall establish and maintain appropriate business standards, procedures, and controls, including those necessary to avoid any real or apparent impropriety or adverse impact on the interest of Owner or affiliates. Construction Manager shall review, with Owner, at a reasonable frequency during the performance of the Work hereunder, such business standards and procedures including, without limitation, those related to the activities of Construction Manager's employees and agents in their Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 27 AIA Document A201-2007 relations with Owner's employees, agents, and representatives, vendors, subcontractors, and other third parties, and those relating to the placement and administration of purchase orders and subcontracts. 66. Section 4.1.3 is hereby amended by deleting Section 4.1.3 in its entirety and replacing it with a new Section 4.1.3 to read as follows: § 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a replacement Architect who shall assume the status of “Architect” under the Contract Documents. 67. Section 4.2.6 is hereby amended by changing all references to the term “Architect” throughout Section 4.2.6 from “Architect” to “Architect or Owner.” 68. Section 4.2.7 is hereby amended by deleting the phrase “, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents” from the first sentence of Section 4.2.7. 69. Section 4.2.9 is hereby amended by deleting Section 4.2.9 in its entirety and replacing it with a new Section 4.2.9 to read as follows: § 4.2.9 The Architect and the Owner will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion. The Architect will receive and forward to the Owner, for the Owner’s review and records, written warranties and related documents required by the Contract Documents and assembled by the Construction Manager, and will issue a final Certificate for Payment upon full compliance with the requirements of the Contract Documents. 70. Section 4.2.11 is hereby amended by deleting the first sentence of Section 4.2.11 in its entirety and replacing it with a new sentence to read as follows: Upon written request of the Owner or Construction Manager the Architect will issue its interpretation regarding performance under and the requirements of the Contract Documents. 71. Section 4.2.12 is hereby amended by deleting the second sentence of Section 4.2.12 in its entirety. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 28 AIA Document A201-2007 72. Section 4.2.13 is hereby amended by deleting Section 4.2.13 in its entirety and replacing it with a new Section 4.2.13 to read as follows: § 4.2.13 The Architect’s decision on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents and not expressly overruled in writing by the Owner. 73. Section 5.2.1 is hereby amended by deleting the last sentence of Section 5.2.1 and replacing it with the following provision to read as follows: Failure of the Architect to reply within the 14-day period shall constitute notice that the Architect and Owner have no known objection to the proposed persons and entities. Failure to reply or affirmative consent by the Architect to the proposed persons and entities shall not be deemed to waive or otherwise deprive the Owner and Architect of the right to thereafter complain to the Construction Manager regarding or otherwise object to the continued performance of the persons and entities on the Work if a reasonable objection to the persons and entities arises during the course of the Work. 74. Section 5.4.1 is hereby amended by deleting the phrase “for cause pursuant to Section 14.2” from Subsection 5.4.1.1. 75. Section 5.4.2 is hereby amended by deleting Section 5.4.2 in its entirety and replacing it with a new Section 5.4.2 to read as follows: § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor’s compensation may be equitably adjusted for increases in cost resulting from the suspension. 76. Section 6.1.1 is hereby amended by replacing the phrase “including those portions related to insurance and waiver of subrogation” with the phrase “Contract Documents” in the first sentence of Section 6.1.1. 77. Section 6.1.4 is hereby deleted in its entirety. 78. Section 7.2 is hereby amended by adding a new Section 7.2.2 to read as follows: § 7.2.2 Acceptance of a Change Order by the Construction Manager shall constitute full accord and satisfaction for any and all claims, whether direct or indirect, including but not limited to impact, delay or acceleration Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 29 AIA Document A201-2007 damages, arising from the subject matter of the Change Order. 79. Section 7.3.8 is hereby amended by deleting the first sentence of Section 7.3.8 and replacing it with the following provision to read as follows: The amount of credit to be allowed by the Construction Manager to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost plus the Construction Manager’s allocated percent for profit and overhead as confirmed by the Architect, subject to equitable adjustment recommended by the Architect and approved by the Owner. 80. Section 8.1.3 is hereby amended by deleting the phrase “Architect” and replacing it with the phrase “Architect and Owner.” 81. Section 8.3.1 is hereby amended by deleting Section 8.3.1 in its entirety and replacing it with a new Section 8.3.1 to read as follows: § 8.3.1 The Owner, except as provided for in this Section 8.3.1, shall not be liable to the Construction Manager for delay to the Construction Manager’s work by the act, neglect or default of the Owner or the Architect, or by reason of fire, act of God, riot, strike, action of workmen or others, or any cause beyond the Owner’s control. Should the Owner or Architect delay the Construction Manager in the work, Construction Manager shall receive an extension of time for completion equal to the delay if a written claim is made within forty-eight (48) hours of the beginning of such delay, and under no circumstances shall the Owner be liable to pay the Construction Manager any compensation for such Owner-caused delays. 82. Section 8.3.3 is hereby amended by deleting Section 8.3.3 in its entirety and replacing it with a new Section 8.3.3 to read as follows: § 8.3.3 This Agreement does not permit the recovery of damages by the Construction Manager for delay, disruption or acceleration. Construction Manager agrees that Construction Manager shall be fully compensated for all delays solely by an extension of time. 83. Section 9.3.2 is hereby amended by deleting the phrase “and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site” from the last sentence of Section 9.3.2. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 30 AIA Document A201-2007 84. Section 9.3.2 is hereby further amended by adding the following sentence to the end of Section 9.3.2 to read as follows: The Construction Manager shall be solely responsible for payment of all costs of applicable insurance, storage and transportation to the site for materials and equipment stored off the site. 85. Section 9.3.3 is hereby amended by adding the following sentence to the end of Section 9.3.3 to read as follows: CONSTRUCTION MANAGER SHALL INDEMNIFY AND HOLD OWNER HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTEREST OR ENCUMBRANCES FILED BY THE CONSTRUCTION MANAGER, SUBCONTRACTORS, OR ANYONE CLAIMING BY, THROUGH OR UNDER THE CONSTRUCTION MANAGER OR SUBCONTRACTOR FOR ITEMS COVERED BY PAYMENTS MADE BY THE OWNER TO CONSTRUCTION MANAGER. 86. Section 9.3 is hereby amended by adding a new Section 9.3.4 to read as follows: § 9.3.4 In each Request for Payment, Construction Manager shall certify that there are no known mechanics’ or materialmens’ liens outstanding at the date of the requisition, that all due and payable bills with respect to the Work have been paid to date or are included in the amount requested in the current application and that except for such bills not paid but so included, there is no known basis for the filing of any mechanics’ or materialmens’ liens on the Work, and that releases from all subcontractors and materialmen have been obtained in such form as to constitute an effective release of lien under the laws of the State of Texas covering all Work theretofore performed and for which payment has been made by Owner to Construction Manager. 87. Section 9.5.2 is hereby amended by adding the following sentence to the end of Section 9.5.2 to read as follows: The Owner shall not be deemed in default by reason of withholding payment as provided for herein and in Section 9.5.1. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 31 AIA Document A201-2007 88. Section 9.6.2 is hereby amended by deleting Section 9.6.2 in its entirety and replacing it with a new Section 9.6.2 to read as follows: § 9.6.2 The Construction Manager shall, within ten (10) days following receipt of payment from the Owner, pay all bills for labor and materials performed and furnished by others in connection with the construction, furnished and equipping of the improvements and the performance of the Work, and shall, if requested, provide the Owner with evidence of such payment. Construction Manager’s failure to make payments within such time shall constitute a material breach of this Contract. Construction Manager shall include a provision in each of its subcontracts imposing the same payment obligations on its Subcontractors as are applicable to the Construction Manager hereunder, and if the Owner so requests, shall provide copies of such subcontractor payments to the Owner. If the Construction Manager has failed to make payment promptly to the Construction Manager’s Subcontractors or for materials or labor used in the Work for which the Owner has made payment to the Construction Manager, the Owner shall be entitled to withhold payment to the Construction Manager in part or in whole to the extent necessary to protect the Owner. 89. Section 9.6.7 is hereby amended by deleting Section 9.6.7 in its entirety and replacing it with a new Section 9.6.7 to read as follows: § 9.6.7 The Construction Manager shall, as a condition precedent to any obligation of the Owner under this agreement, provide to the Owner payment and performance bonds in a form approved by the Town Attorney in the full penal amount of the Contract in accordance with Texas Government Code Chapter 2253. 90. Section 9.7.1 is hereby amended by deleting the phrase “or awarded by binding dispute resolution” from Section 9.7.1. 91. Section 9.8.1 is hereby amended by adding the following provision to the end of Section 9.8.1 to read as follows: In the event substantial completion is not achieved by the designated dated, or as it may be extended, Owner may withhold payment of any further sums due until substantial completion is achieved. Owner shall also be entitled to deduct out of any sums due to Construction Manager any or Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 32 AIA Document A201-2007 all liquidated damages due Owner in accordance with the Contract Documents. 92. Section 9.8.3 is hereby amended by changing all references to the term “Architect” throughout Section 9.8.3 from “Architect” to “Architect or Owner.” 93. Section 9.8.4 is hereby amended by changing all references to the term “Architect” throughout Section 9.8.4 from “Architect” to “Architect or Owner.” 94. Section 9.8.5 is hereby amended by deleting the second sentence of Section 9.8.5 in its entirety. 95. Section 9.8 is hereby amended by adding a new Section 9.8.6 to read as follows: § 9.8.6 Retainage is not due to the Construction Manager until 30 days after final completion of the Work as set out in Section 9.10. After the Certificate of Substantial Completion is accepted by the Owner, the Owner may, in its sole discretion and upon acceptance and consent of surety, make payment of retainage on all or a part of the Work accepted. 96. Section 9.9.3 is hereby amended by deleting Section 9.9.3 in its entirety and replacing it with a new Section 9.9.3 to read as follows: § 9.9.3 Unless expressly agreed upon in writing, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 97. Section 9.10.1 is hereby amended by deleting Section 9.10.1 in its entirety and replacing it with a new Section 9.10.1 to read as follows: § 9.10.1 When all of the Work is finally completed and the Construction Manager is ready for a final inspection it shall notify the Owner and the Architect thereof in writing. Thereupon, the Architect and Owner will make final inspection of the Work and, if the Work is complete in full accordance with this Contract and this Contract has been fully performed, the Architect will promptly issue a final Certificate for Payment certifying to the Owner that the Project is complete and the Construction Manager is entitled to the remainder of the unpaid Contract Price, less any amount withheld pursuant to this Contract. If the Architect is unable to issue its final Certificate for Payment and is required to repeat its final inspection of the Work, the Construction Manager shall bear the cost of such repeat final Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 33 AIA Document A201-2007 inspection(s) which cost may be deducted by the Owner from the Construction Manager’s final payment. 98. Section 9.10.2 is hereby amended by deleting Section 9.10.2 in its entirety and replacing it with a new Section 9.10.2 to read as follows: § 9.10.2 The Construction Manager shall not be entitled to final payment unless and until it submits to the Architect its affidavit that the payrolls, invoices for materials and equipment, and other liabilities connected with the Work for which the Owner, or the Owner’s property, might be responsible have been fully paid or otherwise satisfied; releases and waivers of liens from all Subcontractors of the Construction Manager and of any and all other parties required by the Architect or the Owner; such other provisions as Owner may request; and consent of Surety to final payment. If any third party fails or refuses to provide a release of claims or waiver of lien as required by Owner, the Construction Manager shall furnish a bond satisfactory to the Owner to discharge any such lien or indemnify the Owner from liability. 99. Section 9.10.4 is hereby amended by deleting Section 9.10.4 in its entirety and replacing it with a new Section 9.10.4 to read as follows: § 9.10.4 The Owner shall make final payment of all sums due the Construction Manager not more than thirty (30) days after the Architect’s execution of a final Certificate for Payment. 100. Section 9.11 is hereby created by adopting and adding the following Section 9.11 to read as follows: § 9.11 AUDIT. Construction Manager agrees to maintain adequate books, payrolls and records satisfactory to the Owner in connection with any and all Work performed hereunder. Construction Manager agrees to retain all such books, payrolls and records (including data stored in computers) for a period of not less than three (3) years after completion of the Work. At all reasonable times during the performance of the Work, Owner and its duly authorized representatives shall have access to all personnel of Construction Manager and all such books, payrolls and records, and shall have the right to audit same. After completion of the Work, Owner shall Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 34 AIA Document A201-2007 continue to have the right to audit all such books, payrolls and records upon providing Construction Manager at least three (3) days written notice of Owner’s intent to perform such an audit. 101. Section 9.12 is hereby created by adopting and adding the following Section 9.12 to read as follows: § 9.12 In addition to any liquidated damages payable to the Owner by the Construction Manager, if: (a) the Architect is required to make more than one (1) inspection for Substantial Completion; (b) the Architect is required to make more than one (1) inspection for Final Completion; or (c) the Work is not substantially complete within sixty (60) days after the date established for Substantial Completion in the Contract Documents; the Owner shall be entitled to deduct from the Contract Sum amounts paid to the Architect for any additional inspections or services. 102. Section 10.1 is hereby amended by numbering the paragraph immediately following the line “§ 10.1 SAFETY PRECAUTIONS AND PROGRAMS” as Section 10.1.1. 103. Section 10.1 is also hereby amended by adding a new Section 10.1.2 to read as follows: § 10.1.2 Construction Manager's employees, agents, and subcontractors shall not perform any service for Owner while under the influence of alcohol or any controlled substance. Construction Manager, its employees, agents, Subcontractors and Sub-subcontractors, and their respective employees and agents shall not use, possess, distribute, or sell illicit or unprescribed controlled drugs or drug paraphernalia, or misuse legitimate prescription drugs while performing the Work. Construction Manager, its employees, agents, Subcontractors and Sub-subcontractors, and their respective employees and agents shall not use, possess, distribute, or sell alcoholic beverages while performing the Work. Construction Manager has adopted or will adopt its own policy to assure a drug and alcohol free work place while performing the Work. Construction Manager will remove any of its employees from performing the Work any time there is suspicion of alcohol Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 35 AIA Document A201-2007 and/or drug use, possession, or impairment involving such employee, and at any time an incident occurs where drug or alcohol use could have been a contributing factor. Owner has the right to require Construction Manager to remove employees from performing the Work any time cause exists to suspect alcohol or drug use. In such cases, Construction Manager's employees may only be considered for return to work after the Construction Manager certifies as a result of a for-cause test, conducted immediately following removal, that said employee was in compliance with this Contract. Construction Manager will not use an employee to perform the Work who either refuses to take, or tests positive in, any alcohol or drug test. Construction Manager will comply with all applicable federal, state, and local drug and alcohol related laws and regulations (e.g., Department of Transportation regulations, Department of Defense Drug-free Work-free Workforce Policy, Drug-Free Workplace Act of 1988). Owner has also banned the presence of all weapons on the Project site, whether the owner thereof has a permit for a concealed weapon or not. 104. Section 10.2.5 is hereby amended by deleting Section 10.2.5 in its entirety and replacing it with a new Section 10.2.5 to read as follows: § 10.2.5 CONSTRUCTION MANAGER SHALL BE RESPONSIBLE FOR AND SHALL INDEMNIFY AND HOLD OWNER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY RESULTING FROM LOSS OF OR DAMAGE TO ANY PROPERTY THAT IS ON OR OFF THE SITE AND/OR IN TRANSIT AS REFERRED TO IN SECTION 10.2.1.2 EVEN IF SUCH LOSS OR DAMAGE RESULTS FROM OWNER’S OR OWNER'S OFFICERS’, CONSULTANT'S, AGENT’S OR EMPLOYEES’ NEGLIGENCE. AS TO PROPERTY REFERRED TO IN SECTION 10.2.1.3, CONSTRUCTION MANAGER SHALL INDEMNIFY AND HOLD OWNER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY RESULTING FROM LOSS OF OR DAMAGE CAUSED IN WHOLE OR IN PART BY THE CONSTRUCTION MANAGER, ANY SUBCONTRACTOR OR SUB-SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM, ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE, REGARDLESS OF WHETHER OR NOT SUCH DAMAGE IS CAUSED IN WHOLE OR IN Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 36 AIA Document A201-2007 PART BY THE NEGLIGENT ACTS OR OMISSIONS OF THE OWNER, OR OWNER'S OFFICERS’, CONSULTANT'S, AGENT’S OR EMPLOYEES’. THE FOREGOING OBLIGATIONS OF THE CONSTRUCTION MANAGER ARE IN ADDITION TO HIS OBLIGATIONS UNDER SECTION 3.18 OF THIS AGREEMENT SUBJECT TO THE LIMITATIONS, IF SAME ARE APPLICABLE TO THIS CONTRACT, CONTAINED IN TEXAS LOCAL GOVERNMENT CODE § 271.904(A) AND TEXAS CIVIL PRACTICE & REMEDIES CODE, § 130.002(B). 105. Section 10.3.2 is hereby amended by deleting Section 10.3.2 in its entirety and replacing it with a new Section 10.3.2 to read as follows: § 10.3.2 Upon receipt of the Construction Manager’s written notice, the Owner shall obtain the services of a licensed laboratory, sanitarian or other professional to verify the presence or absence of the suspected hazardous material or substance reported by the Construction Manager. In the event a hazardous material or substance is found to be present the Owner may (1) terminate the Work without any penalty or liability to Construction Manager or (2) suspend the Work for such time period as may be required to retain and contract with one or more third-party consultants and Construction Managers to develop a plan to and perform all work necessary to contain, encase, remove or remediate the hazardous material or substance as may be appropriate and recommended by a licensed laboratory, sanitarian or other professional in conformity with state and federal law. When the hazardous material or substance has been contained, encased, removed or remediated in conformity with state and federal law, Work in the suspect area shall resume upon written agreement of the Owner and Construction Manager. By Change Order, the Contract Time shall be extended appropriately. The Contract Sum may be adjusted upon agreement of the parties to address Construction Manager’s actual costs of shut-down and start- up provided that the Work is stopped or abated for more than twenty-one (21) days. 106. Section 10.3.3 is hereby deleted in its entirety. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 37 AIA Document A201-2007 107. Section 10.3.4 is hereby amended by deleting Section 10.3.4 in its entirety and replacing it with a new Section 10.3.4 to read as follows: § 10.3.4 The Owner shall not be liable under this Section 10.3 for potentially hazardous or hazardous materials or substances the Construction Manager brings to the site. The Owner shall not be liable for the Construction Manager’s storage, use or handling of potentially hazardous or hazardous materials or substances. 108. Section 10.3.5 is hereby amended by deleting Section 10.3.5 in its entirety and replacing it with a new Section 10.3.5 to read as follows: § 10.3.5 THE CONSTRUCTION MANAGER SHALL INDEMNIFY THE OWNER FOR THE COST AND EXPENSE THE OWNER INCURS (1) FOR REMEDIATION OF A HAZARDOUS MATERIAL OR SUBSTANCE THE CONSTRUCTION MANAGER BRINGS TO THE SITE AND WRONGFULLY OR NEGLIGENTLY STORES, USES OR HANDLES, (2) FOR REMEDIATION OF A HAZARDOUS MATERIAL OR SUBSTANCE THE CONSTRUCTION MANAGER WRONGFULLY OR NEGLIGENTLY RELEASES INTO THE ENVIRONMENT, (3) WHERE THE CONSTRUCTION MANAGER FAILS TO PERFORM ITS OBLIGATIONS UNDER SECTION 10.3.1, (4) FOR THE COST OF ANY CITATIONS, COURT COASTS, ATTORNEY’S FEES AND EXPERT WITNESS FEES ARISING OUT OF ANY CLAIMS OR LITIGATION INVOLVING ANY SUCH HAZARDOUS MATERIAL OR SUBSTANCE, AND (5) FOR ANY CONTINUING COSTS ASSOCIATED WITH MONITORING AND REPORTING REQUIRED BY THE ENVIRONMENTAL POLLUTION AGENCY, TEXAS COMMISSION ON ENVIRONMENTAL QUALITY AND/OR THE TEXAS STATE DEPARTMENT OF HEALTH. 109. Section 10.3.6 is hereby amended by deleting the phrase “, the Owner shall indemnify the Construction Manager for all cost and expense thereby incurred” from Section 10.3.6. 110. Section 10.6.1 is hereby amended by deleting the second sentence of Section 10.6.1. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 38 AIA Document A201-2007 111. Section 11.1.1 is hereby amended by deleting Section 11.1.1 in its entirety and replacing it with a new Section 11.1.1 to read as follows: § 11.1.1 Before commencing work, the Construction Manager shall, at its own expense, procure, pay for and maintain the following insurance coverage written by companies approved by the State of Texas and acceptable to the Town of Prosper. In the event of a conflict between the insurance requirements contained in this Article 11 and any other provision contained in the Contract Documents or the applicable request for bids or sealed proposals the more stringent requirements and higher policy limits shall control. .1 Commercial General Liability insurance utilizing ISO Form Number GL 00 01 (or similar form) covering Commercial General Liability. “Occurrence” form only, “claims made” forms are unacceptable. The policy shall include, coverage for Premises/Operations, Broad Form Contractual Liability, Personal & Advertising Injury, Products/Completed Operations, Broad Form Property Damage, Independent Contractors and Contractual Liability, and Explosion Collapse and Underground (XCU) Coverage with minimum combined single limits of $1,000,000 per- occurrence, $2,000,000 Products/Completed Operations Aggregate and $2,000,000 general aggregate. Coverage must be written on an occurrence form. The General Aggregate shall apply on a per project basis. .2 Workers’ Compensation insurance as required by the Labor Code of the State of Texas, including Employers’ Liability coverage with minimum limits for bodily injury: a) by accident, $100,000 each accident with $300,000 per occurrence, b) by disease, $100,000 per employee with a per policy aggregate of $500,000. .3 Automobile Liability insurance as required by the State of Texas, covering all owned, hired and non- owned vehicles, with a minimum Combined Single Limit of $1,000,000 per occurrence. Limits can only be reduced if approved in writing in advance of any such reduction by the Town. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 39 AIA Document A201-2007 .4 Umbrella or Excess Liability insurance with minimum limits of $1,000,000 each occurrence and annual aggregate for bodily injury and property damage, that follows form and applies in excess of the above indicated primary coverage in subparagraphs .1, .2 and .3, above. The total limits required may be satisfied by any combination of primary, excess or umbrella liability insurance provided all policies comply with all requirements. The Construction Manager may maintain reasonable deductibles, subject to approval by the Owner. Any deductible or self-insured retention(s) in excess of $10,000 must be declared to and approved by the Town. .5 Builder’s Risk Insurance is required. It shall provide All-Risk coverage including, but not limited to, Fire, Extended Coverage, Vandalism and Malicious Mischief, Flood (if located in a flood zone) and Theft in an amount equal to one hundred percent (100%) of the completed value of the project in question. Additionally, this coverage shall provide protection to the full replacement value for boiler and machinery equipment up to installation, during testing, and until acceptance by Owner. The policy shall be written on a Completed Value Form, including materials delivered and labor performed for the Project. The policy shall be written jointly in the names of the Owner, Construction Manager, Subcontractors and Sub-subcontractors as their interests may appear. The policy shall have endorsements as follows: .1 This insurance shall be specific as to coverage and not contributing insurance with any permanent insurance maintained on the property. .2 Loss, if any, shall be adjusted with and made payable to the Owner on behalf of all insureds as their interests may appear. 112. Section 11.1.2 is hereby amended by deleting Section 11.1.2 in its entirety and replacing it with a new Section 11.1.2 to read as follows: § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than the limits of liability specified in the Contract Documents or as required by law, whichever coverage is greater. All such insurance shall be purchased Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 40 AIA Document A201-2007 from an insurance company that meets a financial rating of A- VI, or better as assigned by the A.M. BEST Company or equivalent. In the event that any of the coverages contained in Section 11.1.1 conflict with the insurance provisions contained in any other of the Contract Documents the more stringent of such provisions with respect to each type of required coverage shall control. All coverages required for this work shall be written on an occurrence basis and NOT a claims-made basis. Coverages required by this Section 11.1 shall be maintained without interruption from the date of commencement of the Work through the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Construction Manager’s completed operations coverage until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. The policy or policies so issued in the name of Construction Manager shall also name Subcontractors, Sub- subcontractors and the Owner as additional insureds, as their respective interests may appear. The insurance coverage provided under this Section 11.1 shall be primary coverage. If the coverages provided under this Section 11.1 are written with stipulated amounts deductible under the terms of the policy, the Construction Manager shall pay the difference attributable to deductions in any payment made by the insurance carrier on claims paid by and through such coverages. If the Owner is damaged by the failure of the Construction Manager to maintain such insurance and to so notify the Owner then the Construction Manager shall bear all reasonable costs properly attributable thereto. Nothing contained herein shall limit or waive Construction Manager's legal or contractual responsibilities to Owner or others. 113. Section 11.1.3 is hereby amended by adding the following provision to the end of Section 11.1.3 to read as follows: The Construction Manager shall furnish such certificates of insurance, executed by the insurer or its authorized agent, to the Town of Prosper Purchasing Manager. The certificates of insurance shall state the type of coverages, limits of each such coverage, expiration dates and compliance with all Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 41 AIA Document A201-2007 applicable required provisions. Certificates shall reference the project/contract number and be addressed as follows: <Project Name and Project Number> Town of Prosper Attn: Purchasing Agent PO Box 307 Prosper, Texas 75078 Construction Manager shall permit Owner to examine the insurance policies, or at Owner's option, Construction Manager shall furnish Owner with copies, certified by the carrier(s), of insurance policies required in Section 11.1. Failure to provide or maintain any of the coverages required by Section 11.1 shall be deemed a material breach of the Agreement and shall result in termination unless immediately cured by Construction Manager. 114. Section 11.1.4 is hereby amended by deleting Section 11.1.4 in its entirety and replacing it with a new Section 11.1.4 to read as follows: § 11.1.4 With reference to the foregoing required insurance, the Construction Manager shall also endorse applicable insurance policies as follows: .1 A waiver of subrogation shall be provided in favor of Town of Prosper, its officials, employees, boards, commissioners, volunteers, and officers for any and all losses arising from work performed by the Construction Manager for the Town shall be contained in the Workers’ Compensation insurance policy. .2 The Town of Prosper, its officers, officials, employees, boards and commissions and volunteers are to be added as “Additional Insured’s” relative to liability arising out of activities performed by or on behalf of the contractor, products and completed operations of the contractor, premises owned, occupied or used by the contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Town, its officers, officials, employees or volunteers. .3 The contractor’s insurance coverage shall be primary insurance in respects to the Town, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the Town, its officers, officials, Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 42 AIA Document A201-2007 employees or volunteers shall be in excess of the contractor’s insurance and shall not contribute with it. .4 Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the Town, its officers, officials, employees, boards and commissions or volunteers. .5 The contractor’s insurance shall apply separately to each insured against whom the claim is made or suit is brought, except to the limits of the insured’s limits of liability. .6 Each insurance policy required hereunder shall be endorsed to state that coverage shall not be suspended, voided, canceled or non-renewed by either party, reduced in coverage or in limits except after 30 days written notice to the Town for all occurrences, except 10 days written notice to the Town for non-payment. 115. Section 11.1 is hereby amended by adding a new Section 11.1.5 to read as follows: § 11.1.5 Construction Manager and its subcontractors shall not commence the shipment of equipment or materials or commence the Work at the site until all of the insurance coverage required of Construction Manager and its Subcontractors and Sub-subcontractors are in force and the necessary certificates and statements required by Section 11.1 have been received by Owner and the Architect has issued a written notice to proceed. 116. Section 11.1 is hereby further amended by adding a new Section 11.1.6 to read as follows: § 11.1.6. With respect to Workers’ Compensation insurance, the Construction Manager agrees to comply with all applicable provisions of 28 Tex. Admin Code § 110.110, “Reporting Requirements for Building or Construction Projects for Governmental Entities,” as such provision may be amended, and as follows: Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 43 AIA Document A201-2007 Workers' Compensation Insurance Coverage 1. Definitions: Certificate of coverage ("certificate")- A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC- 84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the Construction Manager's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in § 406.096) - includes all persons or entities performing all or part of the services the Construction Manager has undertaken to perform on the project, regardless of whether that person contracted directly with the Construction Manager and regardless of whether that person has employees. This includes, without limitation, independent Construction Managers, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. 2. The Construction Manager shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Construction Manager providing services on the project, for the duration of the project. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 44 AIA Document A201-2007 3. The Construction Manager must provide a certificate of coverage to the governmental entity prior to being awarded the contract. 4. If the coverage period shown on the Construction Manager's current certificate of coverage ends during the duration of the project, the Construction Manager must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. 5. The Construction Manager shall obtain from each person providing services on a project, and provide to the governmental entity: (a) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and (b) no later than seven days after receipt by the Construction Manager, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 6. The Construction Manager shall retain all required certificates of coverage for the duration of the project and for one year thereafter. 7. The Construction Manager shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the Construction Manager knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. 8. The Construction Manager shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 45 AIA Document A201-2007 9. The Construction Manager shall contractually require each person with whom it contracts to provide services on a project, to: (a) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; (b) provide to the Construction Manager, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; (c) provide the Construction Manager, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; (d) obtain from each other person with whom it contracts, and provide to the Construction Manager: (1) a certificate of coverage, prior to the other person beginning work on the project; and (2) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; (e) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; (f) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and (g) contractually require each person with whom it contracts, to perform as required by paragraphs (1) - Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 46 AIA Document A201-2007 (7), with the certificates of coverage to be provided to the person for whom they are providing services. 10. By signing this contract or providing or causing to be provided a certificate of coverage, the Construction Manager is representing to the governmental entity that all employees of the Construction Manager who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the Construction Manager to administrative penalties, criminal penalties, civil penalties, or other civil actions. 11. The Construction Manager's failure to comply with any of these provisions is a breach of contract by the Construction Manager which entitles the governmental entity to declare the contract void if the Construction Manager does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. 117. Section 11.2, including all subsections thereto, is hereby deleted in its entirety. 118. Section 11.3, including Sections 11.3.1 through 11.3.10 thereof, is hereby deleted in its entirety. 119. Section 11.4.1 is hereby amended by deleting Section 11.4.1 in its entirety and replacing it with a new Section 11.4.1 to read as follows: § 11.4.1 The Construction Manager shall procure and pay for performance and payment bonds applicable to the work in an amount equal to one hundred percent (100%) of the Estimated Project Construction Budget. If and when the Owner and Construction Manager agree on a Guaranteed Maximum Price, the Construction Manager may obtain substitute Payment and Performance Bonds, each in the amount of one hundred percent (100%) of the Guaranteed Maximum Price, within 5 days after the Amendment to the Contract is signed that establishes the Guaranteed Maximum Price. The Construction Manager shall also Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 47 AIA Document A201-2007 procure and pay for a maintenance bond applicable to the work in the amount of one hundred percent (100%) of the Guaranteed Maximum Price. The period of the Maintenance Bond shall be two years from the date of acceptance of all work done under the contract, to cover the guarantee as set forth in the Special Conditions. The performance, payment and maintenance bonds shall be issued in the form attached to this Addendum as Exhibits A, B and C. Other performance, payment and maintenance bond forms shall not be accepted. Among other things, these bonds shall apply to any work performed during the two-year warranty period after acceptance as described in the Contract Documents. 120. Section 11.4.2 is hereby amended by deleting Section 11.4.2 in its entirety and replacing it with a new Section 11.4.2 to read as follows: § 11.4.2 The performance, payment and maintenance bonds shall be issued by a corporate surety, acceptable to and approved by the Owner, authorized to do business in the State of Texas, pursuant to Chapter 2253 of the Texas Government Code. Further, the Construction Manager shall supply capital and surplus information concerning the surety and reinsurance information concerning the performance, payment and maintenance bonds and proof to establish adequate financial capacity for this Project upon Owner’s request. In addition to the foregoing requirements, if the amount of the bond exceeds One Hundred Thousand Dollars ($100,000) the bond must be issued by a surety that is qualified as a surety on obligations permitted or required under federal law as indicated by publication of the surety’s name in the current U.S. Treasury Department Circular 570. In the alternative, an otherwise acceptable surety company (not qualified on federal obligations) that is authorized and admitted to write surety bonds in Texas must obtain reinsurance on any amounts in excess of One Hundred Thousand Dollars ($100,000) from a reinsurer that is authorized and admitted as a reinsurer in Texas who also qualifies as a surety or reinsurer on federal obligations as indicated by publication of the surety’s or reinsurer’s name in the current U.S. Treasury Department Circular 570. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 48 AIA Document A201-2007 121. Section 11.4 is hereby amended by adding a new Section 11.4.3 to read as follows: § 11.4.3 Should the bond amount be in excess of ten percent (10%) of the surety company’s capital and surplus, the surety company issuing the bond shall certify that the surety company has acquired reinsurance, in a form and amount acceptable to the Owner, to reinsure the portion of the risk that exceeds ten percent (10%) of the surety company’s capital and surplus with one or more reinsurers who are duly authorized and admitted to do business in Texas and that the amount reinsured by an reinsurer does not exceed ten percent (10%) of the reinsurer’s capital and surplus. 122. Section 11.4 is hereby amended by adding a new Section 11.4.4 to read as follows: § 11.4.4 All bonds will be reviewed by the Architect for compliance with the Contract Documents prior to execution of the Agreement. In the event that the Architect has any questions concerning the sufficiency of the bonds, the bonds will be referred to the Owner or the Owner's representative for review and decision. 123. Section 11.4 is hereby further amended by adding a new Section 11.4.5 to read as follows: § 11.4.5 All bonds shall be originals. The Construction Manager shall require the attorney-in-fact who executes the required bonds on behalf of the surety to affix thereto a certified and current copy of the Power-of-Attorney. The name, address, and telephone number of a contact person for the bonding company shall be provided. 124. Section 11.4 is also hereby amended by adding a new Section 11.4.6 to read as follows: § 11.4.6 Upon the request in writing of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the contract, the Construction Manager shall promptly furnish a copy of the bonds or shall permit a copy to be made. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 49 AIA Document A201-2007 125. Section 11.4 is hereby further amended by adding a new Section 11.4.7 to read as follows: § 11.4.7 Bonds shall be signed by an agent resident in the State of Texas and the date of the bond shall be the date of execution of the Contract. If at any time during the continuance of the Contract, the surety of the Construction Manager's bonds becomes insufficient, Owner shall have the right to require additional and sufficient sureties which the Construction Manager shall furnish to the satisfaction of the Owner within ten (10) business days after notice to do so. In default thereof, the Construction Manager may be suspended, and all payment or money due to the Construction Manager withheld. 126. Section 12.2.2.1 is hereby amended by replacing the phrase “within one year” in the first sentence of Section 12.2.2.1 with the phrase “within two years.” 127. Section 12.2.2.1 is also hereby amended by replacing the phrase “one-year period” in the third sentence of Section 12.2.2.1 with the phrase “two-year period.” 128. Section 12.2.2.2 is hereby amended by replacing the phrase “one-year period” with the phrase “two-year period.” 129. Section 12.2.2.3 is hereby amended by deleting Section 12.2.2.3 in its entirety and replacing it with a new Section 12.2.2.3 to read as follows: § 12.2.2.3 The two-year period for correction of Work shall be extended by corrective Work performed by the Construction Manager pursuant to this Section 12.2. 130. Section 12.2.2.5 is hereby amended by replacing the phrase “one-year period” with the phrase “two-year period.” 131. Section 12.2 is hereby amended by adding a new Section 12.2.6 to read as follows: § 12.2.6 Construction Manager shall (i) re-execute any parts of the Work that fail to conform with the requirements of this Agreement that appear in the progress of the Work; (ii) remedy any defects in the Work due to faulty materials or workmanship which appear within a period of two (2) years from Substantial Completion of the Work hereunder, or within such longer period of time as may be set forth in the Drawings and Specifications or other Contract Documents; and (iii) replace, repair, or restore any parts of the Project or Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 50 AIA Document A201-2007 furniture, fixtures, equipment, or other items placed therein (whether by Owner or any other party) that are injured or damaged by any such parts of the Work that do not conform to the requirements of this Agreement or defects in the Work. 132. Section 12.2 is hereby further amended by adding a new Section 12.2.7 to read as follows: § 12.2.7 The provisions of this Section 12.2 apply to Work done by subcontractors of the Construction Manager as well as work done directly by employees of the Construction Manager. The provisions of this Section 12.2.7 shall not apply to corrective work attributable solely to the acts or omissions of any separate Construction Manager of Owner (unless Construction Manager is acting in such capacities). The cost to Construction Manager of performing any of its obligations under this Section 12.2.7 to the extent not covered by insurance shall be borne by Construction Manager. 133. Section 12.2 is also hereby amended by adding a new Section 12.2.8 to read as follows: § 12.2.8 If, however, Owner and Construction Manager deem it inexpedient to require the correction of work damaged or not done in accordance with the Contract Documents, an equitable deduction from the Contract Sum and the Stipulated Sum shall be made by agreement between Construction Manager and Owner. Until such settlement, Owner may withhold such sums as Owner deems just and reasonable from moneys, if any, due Construction Manager. The settlement shall not be unreasonably delayed by the Owner and the amount of money withheld shall be based on estimated actual cost of the correction to Owner. 134. Section 12.2 is hereby further amended by adding a new Section 12.2.9 to read as follows: § 12.2.9 Construction Manager's express warranty herein shall be in addition to, and not in lieu of, any other remedies Owner may have under this Agreement, at law, or in equity for defective Work. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 51 AIA Document A201-2007 135. Section 13.1 is hereby amended by deleting Section 13.1 in its entirety and replacing it with a new Section 13.1 to read as follows: § 13.1 The Contract Documents shall be governed by the laws of the State of Texas. The Contract is deemed performable entirely in Denton County, Texas. Any litigation to enforce or interpret any terms of the Contract Documents or any other litigation arising out of or as a result of the Work shall be brought in the State courts of Denton County, Texas. 136. Section 13.3 is hereby amended by deleting Section 13.3 in its entirety and replacing it with a new Section 13.3 to read as follows: § 13.3 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail or by courier service providing proof of delivery to the last business address known to the party giving notice. In addition, or in the alternative, such delivery may be by electronic facsimile transmission to the last facsimile (telephone) number known to the party giving such notice. 137. Section 13.5.1 is hereby amended by deleting Section 13.5.1 in its entirety and replacing it with a new Section 13.5.1 to read as follows: § 13.5.1 Test, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. The Construction Manager shall use only materials in the Work, which meet the requirements of the Specifications. The Owner will contract for, independently of the Construction Manager, the inspection services, the testing of construction materials engineering, and the verification testing services necessary for the acceptance of the Work by the Owner. The Construction Manager shall give timely notice to the Architect and such other persons or entities selected by the Owner of the need for such services. The Construction Manager shall furnish, at his own expense, all necessary specimens for testing of the materials and when requested, shall furnish a complete written statement of the origin, composition, and/or manufacturer of any or all materials that are to be used in the Work. THIS QUALITY CONTROL SERVICE DOES NOT RELIEVE THE CONSTRUCTION Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 52 AIA Document A201-2007 MANAGER OF HIS RESPONSIBILITY WITH REGARD TO CONSTRUCTING THE WORK IN ACCORDANCE WITH THE CONTRACT DOCUMENTS. All materials not conforming to the requirements of the Specifications will be rejected. 138. Section 13.5.2 is hereby amended by deleting Section 13.5.2 in its entirety and replacing it with a new Section 13.5.2 to read as follows: § 13.5.2 Owner shall pay for the initial testing performed by the engineering testing laboratory retained by the Owner on materials furnished and Work performed by Construction Manager. Retesting after failure to pass any test shall be at the sole expense of the Construction Manager. Payment for any and all Retests may be deducted and permanently withheld from the Construction Manager's total compensation unless the Construction Manager pays for such Retests within 20 days of the receipt of an invoice for such Retest. Owner shall not be liable for or responsible to pay for tests or Retests performed by any person or entity other than the engineering testing laboratory retained by Owner for that purpose. 139. Section 13.6 is hereby amended by deleting Section 13.6 in its entirety and replacing it with a new Section 13.6 to read as follows: § 13.6 Payments due and unpaid under the Contract Documents shall bear interest in accordance with the Texas Prompt Payment Act, Texas Gov’t Code Chapter 2251. 140. Section 13.7 is hereby deleted in its entirety. 141. Article 13 is hereby amended by adding a new Section 13.8 to read as follows: § 13.8 CONSTRUCTION MANAGER’S RECORDS Construction Manager agrees to furnish Owner such information as may be available in Construction Manager's files and records for the Project for the purpose of aiding Owner in establishing a depreciation schedule for the Project or such portions thereof as Owner may determine. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 53 AIA Document A201-2007 142. Article 13 is hereby amended by adding a new Section 13.9 to read as follows: § 13.9 The Construction Manager shall certify in writing that no materials used in the work contain lead or asbestos materials in them in excess of amounts allowed by Local/State standards, laws, codes, rules and regulations; the Federal Environmental Protection Agency (EPA) standards and/or the Federal Occupational Safety and Health Administration (OSHA) standards, whichever is most restrictive. The Construction Manager shall provide this written certification as part of submittals under the Section in the Contract Documents related to closing out the Project. 143. Article 13 is hereby amended by adding a new Section 13.10 to read as follows: § 13.10 The Architect may appoint an employee or other person to assist him during the construction. These representatives will be instructed to assist the Construction Manager in interpreting the Contract Documents; however, such assistance shall not relieve the Construction Manager from any responsibility as set forth by the Contract Documents. The fact that the Architect’s Representative may have allowed work not in accordance with the Contract Documents shall not prevent the Architect from insisting that the faulty work be corrected to conform to the Contract Documents and the Construction Manager shall correct same. 144. Section 14.1.1.2 is hereby amended by inserting the word “or” at the end of the current line. 145. Section 14.1.1.3 is hereby amended by deleting “: or” at the end of the current line and inserting a period (.). 146. Section 14.1.1.4 is hereby deleted in its entirety. 147. Section 14.1.3 is hereby amended by deleting Section 14.1.3 in its entirety and replacing it with a new Section 14.1.3 to read as follows: § 14.1.3 If one of the reasons described in Subparagraph 14.1.1 or 14.1.2 exists, the Construction Manager may, upon 7 days written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment in an amount which would have been recoverable had the termination been for the Owner’s convenience. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 54 AIA Document A201-2007 148. Section 14.2.2 is hereby amended by deleting Section 14.2.2 in its entirety and replacing it with a new Section 14.2.2 to read as follows: § 14.2.2 When any of the above reasons exist the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Construction Manager and the Construction Manager's Surety, if any, seven (7) days’ written notice, terminate employment of the Construction Manager and may, subject to any prior rights of Surety: .1 Take possession of the site and of all materials, equipment, tools, and construction equipment, and machinery thereof owned by the Construction Manager. .2 Accept assignment of subcontracts pursuant to Paragraph 5.4. .3 Finish the Work by whatever reasonable method the Owner may deem expedient. 149. Section 14.4.3 is hereby amended by deleting Section 14.4.3 in its entirety and replacing it with a new Section 14.4.3 to read as follows: § 14.4.3 In the case of such termination for the Owner’s convenience, the Construction Manager shall be entitled to receive payment for Work executed, for profits only on that portion of the Work executed, and for reasonable costs of demobilization. 150. Section 15.1.2 is hereby amended by deleting Section 15.1.2 in its entirety and replacing it with a new Section 15.1.2 to read as follows: § 15.1.2 Claims by the Construction Manager must be initiated within 21 days after occurrence of the event giving rise to such Claim. Claims by the Construction Manager must be initiated by written notice to the Owner and Initial Decision Maker with a copy to the Architect if the Architect is not serving as the Initial Decision Maker. 151. Section 15.1.3 is hereby amended by adding the phrase “and subject to the consent and agreement of the Owner” to the end of the second sentence of Section 15.1.3. 152. Section 15.1.4 is hereby amended by deleting the second sentence of Section 15.1.4 in its entirety. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 55 AIA Document A201-2007 153. Section 15.1.5.2 is hereby amended by adding the following provision to the end of Section 15.1.5.2 to read as follows: § 15.1.5.2 The Construction Manager shall be entitled to an extension of the contract time for delays or disruptions due to unusually severe weather in excess of that normally experienced at the job site only as determined from climatological data set forth in this Section. The Construction Manager shall bear the entire economic risk of all weather delays and disruptions, and shall not be entitled to any increase in the Guaranteed Maximum Price by reason of such delays or disruptions. Rainy days shall not be considered an abnormal or adverse weather condition for which an extension of time will be granted unless and except in those months during which the actual cumulative number of rainy days within the month exceed the historical average cumulative number of rainy days for said month. A rain day is defined as a day when rainfall exceeds one-tenth (.1) inch during a twenty-four (24) hour period. The historical number of Weather Days per calendar month is as follows, based upon regional weather data from the National Weather Service (Dallas / Fort Worth, TX Weather Forecast Office): Average Rain Days per Month Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec. 8 7 8 7 9 7 4 5 6 7 7 7 The number of rain days shown in the Rainfall Table for the first and last months of this Agreement will be prorated in determining the total number of rain days expected during the period of this Agreement. Time extensions may also be granted for any day following a period of precipitation during which muddy conditions exist and prevent performance of major items of work conducted on normal working days, which muddy conditions are subject to confirmation by the Owner. Requests for an extension of time pursuant to this Section shall be submitted to the Architect not later than fourteen days after the event(s) giving rise to such claim. The notice shall, in writing, specify the nature and duration of the delays or disruptions and the anticipated effect such weather days will have on the Construction Manager's abilities to perform its obligations along with a plan to deal with the effects of Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 56 AIA Document A201-2007 such weather days and proposed amendments to all affected schedules and the Gant Chart necessarily resulting therefrom. Failure to timely submit a complete notice of claim for delays and extension of time for completion due to abnormal or adverse weather conditions or rainy days pursuant to this subsection shall result in the denial of a request for extra time for performance under the Contract Documents. In the event of such failure, no adjustment shall be made to the Guaranteed Maximum Price, and the Construction Manager shall not be entitled to claim or receive any additional compensation as a result of or arising out of any delay resulting in the adjustment of the working time, due to any of the factors outlined within this subsection. No payment, compensation, or adjustment of any kind (other than the extensions of time provided for in the Contract Documents) shall be made to the Construction Manager for damages because of hindrances or delays from any cause other than intentional interference of the Owner, whether such hindrances or delays be avoidable or unavoidable, and the Construction Manager agrees that he will make no claim for compensation, damages or mitigation of liquidated damages for any such delays.” 154. Section 15.2.1 is hereby amended by deleting Section 15.2.1 in its entirety and replacing it with a new Section 15.2.1 to read as follows: § 15.2.1 Claims by the Construction Manager against the Owner, including those alleging an error or omission by the Architect but excluding those arising under Paragraphs 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred initially to the Initial Decision Maker for consideration and recommendation to the Owner. An initial recommendation by the Initial Decision Maker shall be required as a condition precedent to mediation or litigation of all Claims by the Construction Manager arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no recommendation having been rendered by the Initial Decision Maker. The Architect shall serve as the Initial Decision Maker, unless otherwise indicated in the Contract Documents. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 57 AIA Document A201-2007 155. Section 15.2.2 is hereby amended by deleting Section 15.2.2 in its entirety and replacing it with a new Section 15.2.2 to read as follows: § 15.2.2 The Initial Decision Maker will review Claims and within ten (10) days of receipt of the Claim take one or more of the following actions: (1) request additional supporting data from the Construction Manager; (2) issue an initial recommendation; (3) suggest a compromise; or (4) advise the parties that the Initial Decision Maker is unable to issue an initial recommendation due to a lack of sufficient information or conflict of interest. 156. Section 15.2.4 is hereby amended by deleting the last sentence of Section 15.2.4 and replacing it with a new sentence to read as follows: Upon receipt of the response or supporting data, if any, the Initial Decision Maker shall make a recommendation to the Owner regarding the claim or any part of the claim. 157. Section 15.2.5 is hereby amended by deleting Section 15.2.5 in its entirety and replacing it with a new Section 15.2.5 to read as follows: § 15.2.5 The Initial Decision Maker will render an initial recommendation regarding the claim, or indicating that the Initial Decision Maker is unable to make a recommendation. This initial recommendation shall (1) be in writing; (2) state the reasons therefore; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any recommended change in the Contract Sum or Contract Time or both. Following receipt of the Initial Decision Maker’s initial recommendation regarding a claim, the Owner and Construction Manager shall attempt to reach agreement as to any adjustment to the Contract Price and/or Contract Time. If no agreement can be reached either party may request mediation of the dispute pursuant to Section 15.3. 158. Section 15.2.6 is hereby deleted in its entirety. 159. Section 15.2.6.1 is hereby deleted in its entirety. 160. Section 15.2.7 is hereby deleted in its entirety. 161. Section 15.2.8 is hereby deleted in its entirety. Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 58 AIA Document A201-2007 162. Section 15.2 is hereby amended by adding a new Section 15.2.9 to read as follows: § 15.2.9 Waiver of Lien. It is distinctly understood that by virtue of this Contract, no mechanic, contractor, materialman, artisan, or laborer, whether skilled or unskilled, shall ever in any manner have, claim, or acquire any lien upon the building, or any of the improvements of whatever nature or kind so erected or to be erected by virtue of this Contract nor upon any of the land upon which said building or any of the improvements are so erected, built, or situated. 163. Section 15.3 and all of its Subsections, including Sections 15.3.1 through 15.3.3, are hereby amended by deleting such Sections in their entirety and replacing such Sections with new Sections 15.3, 15.3.1, 15.3.2 and 15.3.3 to read as follows: § 15.3 MEDIATION § 15.3.1 In the event that the Owner or the Construction Manager shall contend that the other has committed a material breach of this Agreement, the party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. § 15.3.2 Request for mediation shall be in writing, and shall request that the mediation commence not less than thirty (30) or more than ninety (90) days following the date of the request, except upon agreement of both parties. § 15.3.3 In the event the Owner and the Construction Manager are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) days following the date of the request for mediation, all conditions precedent in this article shall be deemed to have occurred. 164. Section 15.3 is hereby further amended by adding new Sections 15.3.4 and 15.3.5 to read as follows: § 15.3.4 Venue for any mediation or lawsuit arising under this contract shall be in Denton County, Texas. § 15.3.5 The parties shall share the mediator’s fee equally. The mediation shall be held in Denton County unless another location is mutually agreed upon by and between the parties. Agreements reached in or through mediation Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 59 AIA Document A201-2007 shall be enforceable in the state courts of Denton County, Texas. 165. Section 15.4 is hereby amended by deleting the entirety of Section 15.4 together with all of Sections 15.4.1, 15.4.1.1, 15.4.2, and 15.4.3 in their entirety. 166. Section 15.4.4 is hereby amended by deleting the entirety of Section 15.4.4.1 together with all of Sections 15.4.4.2, 15.4.4.3 in their entirety. 167. The General Conditions of the Contract for Construction, AIA Document A201- 2007 is hereby further amended by deleting all references to arbitration from the Index and all other Sections, Subsections, paragraphs, provisions and/or phrases of such document. II. In the event of conflict in the language of the Agreement and this Addendum, the terms of this Addendum shall be final, controlling and binding upon the parties. Where a portion of the Agreement is not amended, replaced, modified and/or supplemented by this Addendum, the unaltered portions of the Agreement shall remain in full force and effect. III. This Addendum, when combined with the Agreement and the Contract Documents contains the entire agreement between Owner and Construction Manager with respect to the subject matter hereof, and except as otherwise provided herein cannot be modified without written agreement of the parties. Said Agreement shall be fully effective as written except that it shall be read as if the foregoing deletions, modifications and additions are incorporated therein word for word. IV. This Addendum and the Agreement are entered into subject to the Town Charter and ordinances of the Town of Prosper, as same may be amended from time to time, and is subject to and is to be construed, governed and enforced under all applicable State of Texas and federal laws. Construction Manager will make any and all reports required pursuant to federal, state or local law including, but not limited to, proper reporting to the Internal Revenue Service, as required in accordance with Construction Manager’s income. Situs of this Contract is agreed to be Denton County, Texas, for all purposes, including performance and execution. V. If any of the terms, provisions, covenants, conditions or any other part of this Addendum are for any reason held to be invalid, void or unenforceable, the remainder Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 60 AIA Document A201-2007 of the terms, provisions, covenants, conditions or any other part of this Addendum shall remain in full force and effect and shall in no way be affected, impaired or invalidated. VI. No right or remedy granted herein or reserved to the parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but each right or remedy shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Addendum may be waived without written consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Addendum. VII. For purposes of this Addendum, including its intended operation and effect, the parties (Owner and Construction Manager) specifically agree and contract that: (1) the Addendum only affects matters/disputes between the parties to this Addendum, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with Owner or Construction Manager or both; and (2) the terms of this Addendum are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to either Owner or Construction Manager. IN WITNESS WHEREOF, the parties hereto have set their hands by their representatives duly authorized on the day and year first written above. OWNER: TOWN OF PROSPER By: _______________________________ Harlan Jefferson, Town Manager Date Signed: _______________________ ATTEST: ____________________________________ Robyn Battle, Town Secretary Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 61 AIA Document A201-2007 APPROVED AS TO FORM: _________________________ Terrence S. Welch, Town Attorney CONSTRUCTION MANAGER: POGUE CONSTRUCTION CO., L.P., a Texas Limited Partnership, acting by and through Ben Pogue, L.C., its General Partner. By: _______________________________ Ben Pogue, Sole Member Date Signed: _______________________ THE STATE OF TEXAS, COUNTY OF DENTON BEFORE ME, the undersigned authority, in and for said County, Texas, on this day personally appeared Harlan Jefferson, Town Manager of the TOWN OF PROSPER, a Texas Municipal Corporation, known to me to be the person who’s name is subscribed to the foregoing instrument, and acknowledged to me that he has executed the same on the Town’s behalf. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE DAY OF , 20_____. Notary Public Denton County, Texas My commission expires THE STATE OF TEXAS, COUNTY OF _______________ This instrument was acknowledged before me on the ______ day of ________________, 2014, by Ben Pogue, in his capacity as Sole Member of Ben Attachment 6 Town of Prosper Fire Department Station No. 2 Addendum to The General Conditions of the Contract for Construction Page 62 AIA Document A201-2007 Pogue, L.C., a Texas Limited Liability Company, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged that Ben Pogue, L.C. is the General Partner of POGUE CONSTRUCTION CO., L.P., a Texas Limited Partnership, and that he executed the same on behalf of and as the act of POGUE CONSTRUCTION CO., L.P. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE DAY OF , 20_____. Notary Public County, _______ My commission expires PREPARED IN THE OFFICES OF: BROWN & HOFMEISTER, L.L.P. 740 E. Campbell Road, Suite 800 Richardson, Texas 75081 214/747-6100 214/747-6111 Fax Attachment 6 Page 1 of 1 To: Mayor and Town Council From: Kent R. Austin, Finance Director Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon a resolution accepting the Independent Audit Report and Comprehensive Annual Financial Report (CAFR) for the Fiscal Year Ended September 30, 2013, as presented by Cara Hilbrich of Davis Kinard & Co., PC, Certified Public Accountants. Description of Agenda Item: Section 7.18 of the Town’s Charter, as well as Chapter 103 of the Texas Local Government Code, requires that an independent audit be conducted annually. Town staff provided a draft CAFR to members of the Council’s Audit Committee, which met on March 20. Staff plans to submit the bound and printed CAFR to GFOA in consideration for the Certificate of Achievement of Excellence in Financial Reporting. Traditionally, to accompany their opinion letter, the auditors compose a Management Letter, which identifies client practices and controls that are deemed deficient. This year, staff concentrated intently on improvements to address last year’s Letter comments. As a result, the auditors found no conditions meriting a Management Letter for FY 2013. Budget Impact: The audit was conducted within budget. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, LLP, reviewed and approved this resolution as to form and legality. Attached Documents: 1. Resolution accepting the Independent Audit Report and CAFR 2. FY 2013 CAFR Town Staff Recommendation: Town staff recommends that the Council approve the resolution accepting the Independent Audit Report and Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2013. Recommended Motion: I move to approve the resolution accepting the Independent Audit Report and Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2013. Prosper is a place where everyone matters. FINANCE 10 TOWN OF PROSPER, TEXAS RESOLUTION NO. 14-__ A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ACCEPTING THE 2012-2013 FISCAL YEAR INDEPENDENT AUDIT REPORT AND COMPREHENSIVE ANNUAL FINANCIAL REPORT; MAKING FINDINGS; AUTHORIZING PUBLICATION OF THE AUDIT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town Council is required by Section 7.18 of the Town Charter to call for an Independent Audit to be made of all accounts of the Town at the close of each fiscal year, a report of which is to be presented to the Town Council; and WHEREAS, Town Staff engaged Davis Kinard & Co., P.C., Certified Public Accountants, to complete the Town’s Fiscal Year 2012-2013 Independent Audit; and WHEREAS, a copy of the Independent Audit and accompanying Financial Statements for the 2012-2013 fiscal year were received and reviewed by Town staff; and WHEREAS, the Town Charter requires that upon completion of the audit, a copy of the audit shall be posted to the Town’s website and copies placed on file in the office of the person performing the duties of Town Secretary, as a public record. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 The Town Council of the Town of Prosper, Texas, hereby accepts the Town’s 2012-2013 fiscal year financial audit as presented by Davis Kinard & Co., P.C., Certified Public Accountants. SECTION 2 A copy of the completed audit shall be published immediately on the Town website and copies of the audit placed on file in the office of the person performing the duties of Town Secretary, as a public record. SECTION 3 This Resolution shall take effect from and after the date of its passage. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 25TH DAY OF MARCH, 2014. ___________________________________ Ray Smith, Mayor 10 Resolution No. 14-__, Page 2 ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney 10 COMPREHENSIVE  ANNUAL  FINANCIAL REPORT F OR F ISCAL Y EAR E NDED S EPTEMBER 30, 2013 TOWN OF PROSPER, TEXAS “PROSPER IS A PLACE WHERE EVERYONE MATTERS” Town  Manager Harlan Jefferson Town  Council Ray Smith, Mayor Meigs Miller, Mayor Pro‐Tem Kenneth Dugger, Deputy Mayor Pro‐Tem Mike Korbuly, Council Member  Curry Vogelsang  Jr., Council Member   Danny Wilson, Council Member   Jason Dixon, Council Member Town  of Prosper, Texas “PROSPER IS A PLACE WHERE EVERYONE MATTERS” Comprehensive Annual Financial Report For the Fiscal Year  Ended September 30, 2013 Prepared by the Finance Department Kent Austin, CPFO – Finance Director Trish  Featherston – Accounting Manager T OWN OF P ROSPER, T EXAS “PROSPER IS A PLACE WHERE EVERYONE MATTERS” WWW.PROSPERTX.GOV P HYSICAL:121 W EST B ROADWAY M AILING:P.O. B OX 307 P ROSPER, TX 75078 PROSPER, TX 75078  TOWN OF PROSPER, TEXASComprehensive Annual Financial ReportYear Ended September 30,2013TABLE OF CONTENTSINTRODUCTORY SECTIONPageIviiviiiixCertificate of AchievementOrganizational ChartList of Principal OfficialsF'INANCIAL SECTIONIndependent Auditor's ReportManagement's Discussion and AnalysisBasic Financial Statements:Government-Wide Financial Statements:Statement of Net Positiont213l5t7l825262728Statement of ActivitiesFund Financial Statements:Balance Sheet - Governmental FundsReconciliation of Balance Sheet - Governmental Funds to the Statement of Net Position.......Statement of Revenues, Expenditures and Changes in Fund Balances - Govemmental Funds.......Reconciliation of Revenues, Expenditures and Changes in Fund Balances - Govemmental Funds to theStatement of Revenues, Expenditures and Changes in Fund Balance -Budget (GAAP Basis) and Actual - General Fund............Statement of Revenues, Expenditures, and Changes in Fund BalanceBudget (GAAP Basis) and Actual - Impact Fee FundStatement of Revenues, Expenditures, and Changes in Fund BalanceBudget (GAAP Basis) and Actual - Contributions Fund........Statement of Net Position - Proprietary FundsStatement of Revenues, Expenses, and Changes in Fund Net Position - Proprietary FundsStatement of Cash Flows - Proprietary FundsNotes to Financial StatementsIndividual Fund Schedules:Schedule ofRevenues, Expenses and Changes in Net PositionBudget and Actual - Water and SewerSchedule of Revenues, Expenses and Changes in Net Position22232430471)Budget and Actual - Storm Drainage48 Financial Trends:TABLE OF CONTENTS(continued)STATISTICAL SECTIONChanges in Net PositionFund Balances of Governmental FundsChanges in Fund Balances of Governmental FundsRevenue Capacity:General Govemmental Tax Revenues by Source.Assessed Value and Estimated Actual Value of Taxable PropertyProperty Tax Rates - Direct and Overlapping GovernmentsProperty Tax Levies and CollectionsPrincipal Property TaxpayersDebt Capacity:Ratios of Outstanding Debt by Type.......Ratios of General Bonded Debt Outstanding.............Direct and Overlapping Governmental Activities DebtLegal Debt Margin InformationDemographic and Economic Information:Demographic and Economic StatisticsPrincipal EmployersOperating Information:Operating Indicators by FunctionÆrogram.........Full-Time Equivalent Town Government Employees by Function4951555759606l6364656768697t727375 INTRODUCTORY SECTION i March 10, 2014 To the Honorable Mayor, Members of Town Council, and Citizens of the Town of Prosper, Texas The Town’s Management Staff is pleased to submit the Comprehensive Annual Financial Report (“CAFR”) of the Town of Prosper (“Town”) for the fiscal year ending September 30, 2013. The Town’s Management assumes responsibility for the accuracy of the data and the completeness and fairness of the presentation, including all disclosures. To the best of our knowledge and belief, the enclosed data is accurate in all material respects. The data is reported in a manner designed to present fairly the financial position and results of operations of the various funds of the Town. To enable the reader to gain an understanding of the Town’s financial activities, all necessary disclosures have been included. The Town is required to obtain an annual audit of the books of account, financial records, and transactions of all administrative departments of the Town. The Town’s financial statements have been audited by Davis Kinard & Co. PC, a firm of licensed certified public accountants. The goal of the independent audit is to provide reasonable assurance that the financial statements of the Town for the fiscal year ended September 30, 2013, are free of material misstatement. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; assessing the accounting principles used and significant estimates made by management; and evaluating the overall financial statement presentation. The independent auditor concluded, based upon the audit, that there was reasonable basis for rendering an unqualified opinion that the Town’s financial statements for the fiscal year ended September 30, 2013, are fairly presented in conformity with Generally Accepted Accounting Principles (“GAAP”). The independent auditor’s report is presented as the first component of the financial section of this report. The CAFR is prepared in accordance with GAAP in the United States of America established by the Government Accounting Standards Board. The CAFR is presented in three sections: introductory, financial, and statistical. The introductory section includes this transmittal letter, the Town’s organizational chart, and a list of principal officials. The financial section includes the management’s discussion and analysis (“MD&A”), the government-wide and fund financial statements, notes to basic financial statements, required supplemental information, other supplemental information, as well as the independent auditors’ report on the basic financial statements. The statistical section includes selected financial and demographic information which is presented on a multi-year basis. The MD&A is a narrative introduction, overview, and analysis to accompany the basic financial statements. The MD&A can be found immediately following the independent auditors’ report. This letter of transmittal is designed to complement the MD&A and should be read in conjunction with the MD&A. i iii History of Prosper Prosper began with the first settlers arriving in this area in 1846. Those who settled here were drawn to North Texas’ black prairie soil - rich, fertile land that nurtured a thriving cotton crop in a time when cotton was "King". Between 1850 and 1902, two settlements coexisted. One community, two miles south of the present town, was called Rock Hill. The second community, one mile north, was called Richland. The development of these small communities was expedited in 1876 when County Courts ordered small tracts of land to be established for quick sale. These tracts, each approximately 160 acres in size, were sold for $3.50 per acre. Dr. A. T. Bryant of McKinney purchased one of the tracts, which later became the geographic nucleus for the Town of Prosper. The establishment of the St. Louis & San Francisco Railroad in March of 1902 created the change that forced the communities of Rock Hill and Richland to merge forming the Town of Prosper. For years, Prosper was the central stop for the railroad between Dallas and Sherman. When community officials applied for a Post Office with the name "Richland", they were informed that city name was already taken. Postmaster B.J. Naugle asked for an alternative name and J.C. Slaughter suggested the name Prosper. A new name was adopted for the hybrid community - one that spoke of the prosperous living conditions and the prosperous crops harvested that year. And so it was that the town of Prosper was born. The Town of Prosper was incorporated in 1914 with a commission form of government and a population of 500. U.N. Clary was Mayor and served in that position for the next 49 years. It served for decades as a market center for area farmers and their abundant cotton and corn crops. From the mule drawn wagon and horse drawn buggy, the automobile evolved. Thus began the evolution of people moving in and out of the rural community. Surviving the war and the depression, the mechanization of farming provided the next big impact on Prosper's population. In 1980, the introduction of light industry, combined with the growth of the Metroplex, led to a comeback for Prosper. To this day, Prosper has managed to retain its 19th century country charm, carefully controlling its growth to that end. Unlike the bustling cities of Dallas, Plano and Frisco that lie just a few miles south, Prosper is characterized by estate-size home sites, pristine rolling hills and vast expanses of open land. Today, Prosper is the home to more than 100 businesses and hundreds of new families. The Economic Outlook The Town continues to enjoy new home permits at a record pace and benefits tremendously from its location. Prosper, while not immune from economic pressures, has thrived more than most DFW communities. According to a recent Dallas Business Journal article (January 2012), Prosper is listed as the fastest growing community in the region for communities over 10,000 in population. The new homes permitted in 2013 averaged $404,300 in value and 4,741 total square feet. In July of 2010 D Magazine rated Prosper as the 5th Best Suburb in the region. Fortunately, the Town has Source: Collin CAD and Denton CAD Certified Totals 2004-2013 Program's requirements and we are submitting it to GFOA to determine its eligibility foranother certificate.AcknowledgementsThe preparation of this report could not be accomplished without the efficient and dedicatedservices of the Town Manager and Finance Department staff. I would llke to express myappreciation to all employees who contributed to its presentation, Acknowledgement is alsogiven to the representatives of Davis Kinard & Co. PC for their assistance in this year's reportwith special thanks to Cara Hilbrich, the Audit Manager for this engagement.Lastly, I would also like to thank the members of the Town Council for their interest andsupport in planning and conducting the financial operations of the Town in a responsible andprogressive manner.ly submitted,R.nce Directorvl- (Government Finance Officers As sociationCertificate ofAchievementfor Excellencein FinancialReportingPresented toTown of ProsperTexasFor its Comprehensive AnnualFinancial Reportfor the Fiscal Year EndedSeptember 30, 2012WrryÆtuExecutive Director/CEOvlt Citizens of Municipal Court Judge Boards & Commissions Mayor and Town Council Town Manager Town Attorney Town Secretary Finance Director Accounting Manager Utility Billing Administrator Purchasing Agent Human Resources Director Information Technology NCC Data Police Chief Exec Assistant Deputy Town Secretary Asst. Police Chief Dispatch Supervisor Fire Chief Asst. Fire Chief Fire Marshal Librarian Development Services Director Public Works Director Parks & Recreation Manager Senior Engineer Building Official Code Compliance Officer Senior Planner Street Superintendent Parks Superintendent Landscape Architect Ex. Director of Development & Community Services Water & Wastewater Superintendent Municipal Court Administrator viii FINANCIAL SECTION llid nnuis Kinard kCo,pcc E R rI F I E D P uB L I c ^ t 6:"i,i.W;. Knoø:redse.First Financial Bank Building400 Pine Street, Ste. 600, Abilene, TX79607325.672.4000 / 800.588.2525 / f: 325.672.7049www.dkcpa.comIndependent Auditor's ReportTo the Honorable Mayor and Members of the Town CouncilTown ofProsper, TexasWe have audited the accompanying financi¿l statements of the governmental activities, the business-type activities, thediscretely presented component unit, each major fund, and the aggregate remaining fund infonnation of the Town of Prosper,Texas (the Town), as of and for the year ended September 30,2013, and the related notes to the financial statements, whichcollectively comprise the Town's basic financial statements as listed in the table of contents.Management's Responsibility for the F'inancial StatementsManagement is responsible for the preparation and fair presentation of these financial staternents in accordance with accountingprinciples generally accepted in the United States of America; this includes the design, implementation, and maintenance ofinternal contuol relevant to the preparation and fair presentation of financial statements that are free from matenal misstatement,whether due to fraud or error.Auditor's ResponsibilityOur responsibility is to express opinions on these financial statements based on our audit. $y'e conducted our audit inaccordance with auditing standards generally accepted in the United States of America. Those standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the entity's preparation and fair presentâtion ofthe financial statements in order to desþ audit procedures that areappropriate in the circumstanceso but not for the purpose of expressing an opinion on the effectiveness of the entity's internalconJrol. Accordingly, we express no such opinion. An audit also includes evaluating the appropriaténess of accountingprinciples used and the reasonableness of significant accounting estimates made by management, as well as evaluating thãoverall presentation of the financial statements.'We believe that the audit evidence we have obt¿ined is sufficient and appropriate to provide a basis for our audit opinions.OpinionsIn our opinion, the financial statements referred to above present fairl¡ in all material respects, the respective financial positionof the governmental activities, the business-type activities, the discretely presented component unit, each major fun{ and theaggregate remaining fund information of the Town as of September 30,2013, and the respective changes in finaneial positionand, where applicable, cash flows thereof and the budgetary comparison for the general, impact fee anã contribution funds forthe year then ended in conformity with accounting principles generally accepted in the United States of America.1 Other MattersRequíred Supplementary InformationAccounting principles generally accepted in the United States of America require that the management's discussion andanalysis on pages 3 through 1l be presented to supplement the basic financial statements. Such information, although not a partof the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be anessential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, orhistorical context. We have applied certain limited procedures to the required supplementary information in accordance withauditing standards generally accepted in the United States of America, which consisted of inquiries of management about themethods of preparing the information and comparing the information for consistency with management's responses to ourinquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements.V/e do not express an opinion or provide any assurance on the information because the limited procedures do not provide uswith sufficient evidence to express an opinion or provide any assurance.Other InformationOur audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Town'sbasic financial statements. The introductory section, individual fund schedules, and statistical section are presented for purposesof additional analysis and are not a required part of the basic financial statements.The individual fund schedules are the responsibility of management and were derived from and relate directly to the underlyingaccounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditingprocedures applied in the audit of the basic financial statements and certain additional procedures, including comparing andreconciling such information directly to the underlying accounting and other records used to prepare the basic financialstatements or to the basic financial statements themselves, and other additional procedures in accordance with auditingstandards generally accepted in the United States of America. In our opinion, the individual fund schedules are faidy stated inall material respects in relation to the basic financial statements as a whole.The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basicfinancial statements and, accordingly, we do not express an opinion or provide any assurance on them.Ðe*r:, ,(*>^¿ r (3, PcCertified Public AccountantsAbilene, TexasMarch 7,20142 TOWN OF PROSPE& TEXASManagement Discussion and AnalysisAs management of the Town of Prosper, Texas, we offer readers of the Town of Prosper's financial statements thisnarrative overview and analysis ofthe fìnancial activities ofthe Town ofProsper for the fiscal year ended September30,20t3.Financial Highlightsrecent fiscal year by $84,958,228 (net position). Of this amount, 515,515,224 (unrestricted net position) may beused to meet the government's ongoing obligations to citizens and creditors.taxes, impact and escrow fees and capital grants and contributions.fund balances of $27 ,546,220 (made up of $7,082 ,945 in general fund, $6,601,570 in impact fee fund, $ 1,187,365in debt service fund, $9,105,051 in capital projects fund and $3,569,289 in other governmental funds), an increaseof $1,561,050 in comparison with the prior year. The increase is primarily due to $7,710,000 in proceeds fromissuance of bonds. 55,201,205 is unassigned and available for spending at the government's discretion.total general fund expenditures and is available for spending at the government's discretion.Obligation Refunding Bonds for $3,830,000 and the 2013 Certificates of Obligation for $5,235,000.proceeds.Overview of the Financial StatementsThis discussion and analysis is intended to serve as an inkoduction to the Town of Prosper's basic financial statements.The Town of Prosper's basic fmancial statements comprise three components: 1) government-wide financialstatements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains othersupplementary information in addition to the basic financial statements themselves.Government-wide financial statements - The government-wide financial statements are designed to provide readerswith a broad overview of the Town of Prosper's finances, in a manner similar to a private-sector business.The Statement of Net Position presents information on all of the Town of Prosper's assets and liabilities, with thedifference between the two reported as net position. Over time, increases or decreases in net position may serve as auseful indicator of whether the financial position of the Town of Prosper is improving or deteriorating.The Statement of Activities presents information showing how the government's net position changed during the mostrecent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the changeoccurs, regardless of the time of related cash flows. Thus, revenues and expenses are reported in this statement forsome items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unusedvacation leave).Both of the government-wide financial statements distinguish functions of the Town of Prosper that are principallysupported by taxes and intergovernmental revenues (governmental activities) from other functions that are intended torecover all or a significant portion of their costs through user fees and charges (business-type activities). Thegovernmental activities of the Town of Prosper include general government, public safety, public works, recreation,and transportation. The business-type activities of the Town of Prosper include the water and sewer system, as well assanitation collection and disposal and storm drainage. The government-wide financial statements include not only the Town of Prosper itself (known as the primarygovernment), but also a legally separate economic development corporation. Financial information for this componentunit is reported discretely with the financial information presented for the primary government itself. The government-wide financial statements can be found on pages 12 - 14 of this report.Fund financial statements - A fund is a grouping of related accounts that is used to maintain control over resourcesthat have been segregated for specific activities or objectives. The Town of Prosper, like other state and localgovernments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements.The funds of the Town of Prosper can be divided into two categories: governmental funds and proprietary funds.Governmental funds - Governmental funds are used to account for essentially the same functions reported asgovernmental activities in the government-wide financial statements. However, unlike the govemment-wide financialstatements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, aswell as on balances of spendable resources available at the end of the fiscal year. Such information may be useful inevaluating a government's near-term financing requirements.Because the focus of governmental funds is more n¿uro\M than that of the government-wide financial statements, it isuseful to compare the information presented for governmental funds with similar inforrnation presented forgovernmental activities in the government-wide financial statements. By doing so, readers may better understand thelong-term impact of the government's near-term financing decisions. Both the govemmental fund balance sheet andthe governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation tofacilitate this comparison between governmental funds and governmental activities.The Town of Prosper maintains six governmental funds. Information is presented separately in the govemmental fundbalance sheet and statement of revenues, expenditures, and changes in fund balances for the general fund, impact feefund, debt service fund, capital projects fund and contributions fund, all of which are considered to be major funds.The Town of Prosper adopts an annual appropriated budget for its general fund, impact fee fund and contributionsfund. Budgetary comparison statements have been provided for these funds to demonstate compliance with thebudgets.The basic govemmental fund financial statements can be found on pages 15 - 25 of this report.Proprietary funds - The Town of Prosper maintains two types of proprietary funds. Enterprise funds are used toreport the same functions presented as business-type activities in the government-wide financial statements. The Townof Prosper uses enterprise funds to account for its water, sewer, sanitation and storm drainage activities. Proprietaryfunds provide the same type of information as the government-wide financial statements, only in more detail.Budgetary comparison statements for the enterprise funds can be found on pages 47 - 48 of this report.The internal scrvice fund is used to accumulate and allocate costs internally among the Town's various functions. TheTown uses its internal service fund to account for its employee medical reimbursement program. Because theseservices predominately benefit the governmental rather than the business-tlpe functions, they have been includedwithin governmental activities in the government-wide financial statements.The basic proprietary fund financial statements can be found on pages 26 - 29.Notes to the financial statements - The notes provide additional information that is essential to a full understanding ofthe data provided in the government-wide and fund financial statements. The notes to the financial statements can befound on pages 30 - 46 ofthis report.4 Government-wide Financial AnalysisAs noted earlier, net position may serve over time as a useful indicator of a government's financial position. In thecase of the Town of Prosper, assets exceeded liabilities by $84,958,228 at the close of the most recent fiscal year.A portion of the Town of Prosper's net position (70 percent) reflects its investment in capital assets (e.g., land,buildings, machinery and equipment), less any related debt used to acquire those assets that are still outstanding. TheTown ofProsperuses these capital assets to provide services to citizens; consequently, these assets are not available forfuture spending. Although the Town of Prosper's investment in its capital assets is reported net of related debt, itshould be noted that the resources needed to repay this debt must be provided from other sources, since the capitalassets themselves cannot be used to liquidate these liabilities.An additional portion of the Town of Prosper's net position (12 percent) represents resources that are subject toextemal restrictions on how they may be used. The remaining balance of unrestricted net position (18 percent) may beused to meet the government's ongoing obligations to citizens and creditors.At the end of the current fiscal year, the Town of Prosper is able to report positive balances in all categories of netposition, both for the government as a whole, as well as for its separate governmental and business-type activities.Torvn of Prosperrs Net PositionGorrcrnment-Wide(In thousand dollars)GovernmentalActivitiesBusiness-typeActivitiesTotal2013(Restated)2012(Restated)2012201320t22013Current and other assetsCapital assetsTotal assetsDefened charge for debtrefundingTotal outfloua of res ourcestong term liabilitiesOther liabilitiesTotal liabilitiesNet position:Invested in capital assets,net ofrelated debtRestrictedUnrestrictedTotal net position$ 29,615 $68,27797,89288,09646,306 34,029 144,19827,156 $60,93018,318 $27,98815,214 $18,81547,933 $96,26542,37079,745t22,tlst0(10)284228,936 26,320 23,299 19,8431,983 1,163 5,060 3gg30,919 27,483 29,359 19,2413852,2357,0433245,1631,56159,278 46,72446,9t8g,gg210,19341,31310,8488,43259,561g,gg215,51547,05310,84817,52212,6435,7405,332$ 66,983 $ 60,593 $ 17,975 $9,09014,830 $584,958 $75,423 Torvn of Prosper's Changes in Net PositionGorærnment-wide(In thousand dollars)C-rovemmentalActivitiesBusiness-typeActivitiesTotal2013(Restated)2012(Restated)2012201320122013Rerænues:Program revenues:Charges for servicesOperating grants & contributionsCapital grants & contributionsCreneral revenues:Property taxesOthertÐçesOther inconpTotal rerænues$2,5& s935,7162304 $2655,35611,663 $935,71610,3262655,3569,099 $ E,022 S7,314 6,392 7,314 6,3y2z998 2,447 2,ggg 2,M7749 1,655 26 l5q 1,015 1,81119,434 18,419 9,365 8,178 2g,7gg 2ß,5nExpenses:Cæneral govemmentPoliceDispatchCourtFireStreetsParks and recreationLibraryEngineeringCode enforcenentInspectionsPlanningInterest on long-term debtUtilityTotal expensesTransfersChange in net positionNet position - beginning ofyear,restatedNet position - end ofyear60,593 53,219 14,93012,480$ 66,983 $ 60,593 $ 17,975 $ 14,83075,423 65,699$ 84,958 S 75,4231,658 1,712 1,659 1,7121,477 1,197 1,477 l,lg7667 6s7 667 657307 237 307 2372,601 2,250 2,601 2,2501,825 1,616 1,925 7,6161,799 1,462 l,7gg 1,46287 85 87 85208 t44 208 144569 453 569 453160 t49 160 14929s 326 295 3261,318 1,109 1,319 1,1096,293 5,476 ç,293 5,476l2,nt ll,3g7 6,293 5,476 lg,2& 16,973(73)35273(3s2)6,390 7,374 3,145 2,350 9,535 9,7246 aThe following key elements influenced the changes in net position from the prior year:Revenues for FY 2012-13 increased by $2,202,025 or 9 percent in comparison to FY 20ll-12. The increase isprimarily due to increases in charges for services and property taxes. Charges for services increased $ 1,337,658 overprior year. Properfy taxes increased$921,746 from prior year.The majority of the revenues from charges for services were derived from the Enterprise Fund water and sewerservices provided to residents of the Town of Prosper.Governmental ActivitiesGovernmental activities increased the Town of Prosper's net position by $6,389,568.Impact fee collections increased by $767,892 (38 percent) and other capital contributions increased by $609,632(118 percent), primarily due to planned real estate development. Impact fees are included as part of capitalcontribution revenues.Total govemmental activity expenses increased by 51,574,276 (14 percent) during the year primarily due to anincrease in public safety of 5630,674, an increase in parks and recreation of$337,575, and an increase in streets of$208,898.Business-tvpe ActivitiesBusiness-type activities increased the Town of Prosper's net position by $3,145,504.Operating revenue increased 51,092,678 (13 percent) mainly due to increased water sales.Operating expenses increased by $713,303 (15 percent) from the previous year due to an increase in contractualservices.Financial Analysis of the Governmentrs FundsAs noted earlier, the Town of Prosper uses fund accounting to ensure and demonstrate compliance with finance-relatedlegal requirements.Governmental funds - The focus of the Town of Prosper's governmental funds is to provide information on near-terminflows, outflows, and balances of spendable resources. Such information is useful in assessing the Town of Prosper'sfinancing requirements. In particular, unassigned fund balance may serve as a useful measure of a government's netresources available at the end ofthe fiscal year.At the end of the current fiscal year, the Town of Prosper's governmental funds reported combined ending fund balancesof $2'l ,546,220, an increase of $1,561,050 from the prior year. Most of the increase is due to increase in property andsales taxes, impact fees and other developer contributions, and proceeds from bond issuance during the year. Of thecurrent combined ending fund balance,526,977 is nonspendable due to prepaids, $18,986,188 is restricted for debtservice and capital projects, $1,855,162 is committed for contingency in accordance with the Town charter, $1,476,688is assigned for specific purpose such as impact fees and other specific pu{poses, and $5,201,205 is unassigned.The general fund is the chief operating fund of the Town of Prosper. At the end of the current fiscal year, unassignedfund balance of the general fund was $5,201,205. Total unassigned fund balance represents 56 percent of toøl generalfund expenditures. The increase in fund balance of $2,601 is primarily due to increases in properfy and sales tax,licenses and permits, and fines, fees, warrants and seizures, ofßet by transfers out for cash financing of capital projects.The impact fee fund has a total frrnd balance of $6,601,570, which is restricted for capital projects. The decrease in fundbalance of $1,187,021 is due to current year impact fee expenditures and transfers out exceeding impact fee revenuesduring the year.The debt service fund has a total fund balance of $1,187,365, all of which is restricted for payment of debt service. Theincrease in fund balance of $297,733 is primarily due to property tax revenues exceeding bond payments during the year.7 The capital projects fund has a total fund balance of $9,105,051, all of which is restricted for construction. The increasein fund balance of $2,225,335 is primarily due to the issuance of certificates of obligation in the amount of $3,880,000.The contributions fund has a total fund balance of 52,092,061, which is restricted for capital projects. The decrease infund balance of$83,088 is due to current year expenditures and transfers out exceeding contribution r€venues during theyear.Proprietary funds. The Town of Prosper's proprietary funds provide the same type of information found in thegovernment-wide financial statements, but in more detail.Unrestricted net position of the water and sewer fund at the end of the year amounted to $5,109,484. The total increase innet position of the water and sewer fund was $3,158,187. The factors concerning the finances of this fund have alreadybeen addressed in the discussion of the Town of Prosper's business type activities.General Fund Budgetary HighlightsDuring the year, revenues were $1,065,211 more than estimated and expenditures were $576,843 less thanbudgeted.The majority of the excess revenues were in fines and fees, licenses and permits, and miscellaneous. The majority ofexpenditure savings was in streets, followed by parks and recreation, fire, court, and capital outlay. The original budgetincluded no change in fund balance for FY 2013. Amendments to the general fund budget, including approximately $2.2million for cash financing of capital projects, resulted in a budgeted decrease to fund balance of $1,665,107. With thevariances noted above, the actual increase to fund balance was $2,601.Capital Asset and Debt AdministrationCapital assets. The Town of ProspeCs investment in capital assets for its governmental and business-t1pe activities as ofSeptember 30, 2013 is $96,265,007 (net of accumulated depreciation). This investment in capital assets includes land,buildings and systems, and equipment.Major capital asset events during the current fiscal year included the following:Capital asset acquisitions in governmental activities totaled 59,173,234. The majority of this activity was fundedfrom bond proceeds and was for streets, parks, and related infrastructure.Capital asset additions in business-type activities totaled fi9,792,786. The majority of this activity was funded frombond proceeds and was for new water and sewer projects.aaCovemrnentalActivitiesBusiness-typeActivitiesTotal2013@estated)2012@estated)2012201320132012Government-wide cap ital assetsNon-depreciable assetsDepreciable assetsTotal capital assets$13,313 $65,93413,892 $55,61610,778 $21,9591,073 $21,87124,091 S87,89314,96577,48779,247 69,508 3273722,9M lll,984 92,452Less accumulated depreciation (10,970) (8,57E) (4,749) (4,129) (15,719) (12,707)C-rovem ment -wid e cap italassets, net s 68,277 $ 60,930 $ 27,988 $ lg,g15 $ 96,265 $ 79,745Additional information on the Town of Prosper's capital assets can be found in Note 5 on pages 37 - 38 of this report.8 Long-term debt. At the end ofthe current fiscal year, the Town ofProsper had bonded debt outstanding of$49,449,300.This amount comprises debt backed by the full faith and credit of the govemment.The Town of Prosper's bond ratings are AA as assigned by Standard & Poor's on February 6,2014 and Aa2 as assignedby Moody's on February 10,2014.Total long-term debt consisted of the following:GovemmentalActivitiesBusiness-typeActivitiesTotal20t3s 26,746 $1,42538623,972 S 22,703 S1,765349 4918,447 $ 49,M9 S1,42545 43s2012 201320122013 2012Govemment-wide long-term debt:Certificates of obligationTaxnotes payableConpensated absences payableTotal govemment-wide long-termdebt42,4191,765394$ 28,557 $ 26,086 $ 22,752 $ 18,492 $ 51,309 I 44,578Additional information on the Town of Prosper's long-term debt can be found in note 8 on pages 40 - 42 of this report.Economic Factors and Next Year's Budgets and RatesThe Town has continued to thrive relative to many markets despite the economic instability and stagnanteconomic growth both regionally and nationally.The Fiscal Year 2013-2014 adopted budget accomplishes Town Council goals to expand services andcompetitively compensate staff while holding the line on the tax rate. The Town's adopted budget attempts toaddress the current and future growth and infrastructure expansion demands while recognizing the needs of ourCitizens.Revenue Projection HighliehtsDespite thc Town's current and future growth potential and general optimism, this budget has been prepared withconservative revenue assumptions in mind.The adopted Ad Valorem Property Tax Rate in the coming fiscal year is equal to last year's rate and isset at $0.52 per one hundred dollars taxable valuation. Certified property valuations increased by$194,145,639 (15.5%) for FY 2013-2014. Property values increased from $1,253,320,576 to$1,447,466,215. Most of the increase came from new construction, accounting for $118,813,678. Mostof the Town's current values come from Collin County properties, but the Denton County portion isexpected to have new developments in the near future.Sales tax revenue is projected to reach $2,736,900, compared to FY 2013's actual amount of $2,478,039.Growth in new business and a general increase in existing retail sales are expected in FY 2014, just as inFY 2013.Building Permit Revenues are expected to increase to $1,554,300 or 22o/o when compared to the FiscalYear 2012-2013 Adopted Budget of $1,275,000. The Town expects to issue 525 or more new residentialpermits in the coming year.Municipal Court Fines, Licenses and Franchise Fees are projected to rise slightly with population.Revenues for the Water, Sewer and Solid Waste Fund are expected to increase to $8,975,450, includingan adopted rate structure design change from FY 2013, to cover increasing raw water costs and fundgrowing utility operations. The adopted business plan for the Water and Sewer Utility Fund identifiesthe need for revenue enhancements to cover existing and futr¡re operations and maintenance costs, aswell as debt service and contracted sewer costs with the Upper Trinity Regional Water District.9aaaa aUnder the solid waste agreement approved by Town Council, IESI (now Progressive Waste Solutions)increased rates five percent effective February 2012. Under this agreement, IESI will not increase ratesfor three years. The last rate increase to solid'ffaste rates for Prosper residents was February 2009. Staffis pleased to once again offer some multi-year rate stability on this service.Appropriation Budeet HiehliehtsThe adopted appropriation budget addresses increased service levels in response to continued growth, providesrequired or money-saving capital investments in infrastructure, and includes other public improvements as well asadditional public safety resources.Program Enhancement and Capital Expenditures included in the adopted appropriations and planned for the 2013-2014 Fiscal Year by Division are as follows:AdministrationThe Town budgeted money to lease a modular building for Finance and Human Resources staff, allowing theTown Manager's Office to relocate to Town Hall from borrowed space in the Prosper Economic DevelopmentCorporation offices. Ultimately the Town plans to select an architect to design a new, larger Town Hall and beginconstruction in two years.During FY 2013 the Town formally established a Purchasing function with the hiring of a Purchasing Manager.Community LibraryThe cost for Librarian Services with the City of Celina is included in the adopted budget. During early FY 2014the Town amended the budget to include a 3O-hour per week Library Director. This position meets State LibrarySystem accreditation standards and allows the library to remain eligible for Collin County library funding.Police Operations & DßpatchThree replacement vehicles are included in the Police Department budget.Fire, EMS & Fire MarshallThe part-time Fire Chief became a full-time Town of Prosper Fire Chief during FY 2013. In November 2013 the Townselected an architectural firm to design the Town's second fire station. Construction is expected to begin l,ur'2014.StreetsThe Streets department budget includes money for school zone flashers, State Highway 289 (Preston Road) stampand stain plus irrigation conduits, decorative monument signs, and downtown enhancements.Development ServicesUpdating of the Town subdivision ordinance is included in the budget. In Parks and Recreation, the budgetincludes updating of the parks master plan, improvements to Frontier Park, and maintenance capitalimprovements.ll at er/I4 as t ø,v at er Util ityThe adopted budget adds funding for a backhoe, skid steer equipment, mower, generator, GIS Work OrderSystem, and modular Public Works building.10 The following items also have been incorporated into the Adopted Fiscal Year 2013-2014 Budget:FY 2012-2013 was the final year of the multi-year strategy to bring Prosper's compensation in line withthe market. Time in position pay adjustments were implemented, moving more experienced employeesfurther into the pay range. All employees, except those with less than six months at Prosper, werescheduled to receive at least a l.5o/o increase. The FY 2013-2014 proposed budget contains a meritlpayfor performance opportunity for employees. They will be eligible to receive up to a 3olo increase to theirbase salary. The proposal is consistent with the proposed compensation adjustments for manymunicipalities in the Metroplex. The total financial impact to the Town for the compensation revisions is$141,183. The Town will need to solidifu a new multi-year compensation strategy in preparation for theFY 2014-2015 budget.The TMRS rate budgeted for FY 2014 is 10.74Yo, which is equal to the Annual Required Contribution(ARC) Rate required by GASB Statement Number 27.The Town is offering two medical plan options with two methods of payrnenl PPO Core (PreferredProvider Organization) and HDHP (High Deductible Health Plan). Overall, the Town's medical benefitsremain competitive in today's market.Design work is underway on the Town's second fìre station, Windsong Ranch Fi¡e Station in the westernpart of Prosper. Staffing, debt service, and operations & maintenance are projected to total $1,941,862.The Town needs to develop a multi-year strategy to pay for the one-time and recurring costs.During FY 2014, the Town refunded $7,480,000 of its 2004 series bonds and issued $13,100,000 incertificates of obligation for the Town's share of the upcoming Doe Branch Water Reclamation Plant, tobe built and operated by the Upper Trinity Regional Water District. The impact on the tax rate andwastewater rate will be felt in FY 2015.Continued partnerships with other entities have produced multþle saving opportunities for sharedservices or improving our customer service to residents and visitors alike. The Town continues tooperate the Community Library in the Reynolds Middle School. The Town renewed its agreementsalong with several area cities to contract with Collin County for Animal Control and Sheltering Service.The Town has several agreements with Frisco including using Frisco GIS for our departments andIntedocal agreements for part-time help in both the Municipal Court and Dispatch as needed.All these factors were considered in preparing the Town of Prosper's Budget for the 2013-2014 Fiscal Year.Request for fnformationThis financial report is designed to provide a general overview of the Town of Prosper's finances for all those with aninterest in the governmentrs finances. Questions concerning any of the information provided in this report or requests foradditional financial information should be addressed to the Office of the Town Manager, P. O. Box 307, Prosper, Texas75078.aaaaaa11 TOWN OF PROSPER, TEXASStatement of Net PositionSeptember 30,2013Primarv GovernmentComponentUnitGovernmentalActivitiesBusiness-TypeActivitiesTotalProsper EconomicDevelopmentCorporationASSETSCash and cash equivalentsInvestmentsTaxes receivable, netReceivables, netDue from component unitPrepaidInventoryInternal balancesRestricted cash and investmentsCapital assets:Land and construction in progressOther capital assets, netTotal assetsTotal outflows of resourcesLIABILITIESAccounts payableAccrued interestCustomer deposits and escrow payableDue to primary govemmentNoncurrent liabilities:Due within one yearDue in more than one yearTotal liabilitiesNET POSITIONNet investment in capital assetsRestricted for:Debt serviceCapital projectsUnrestrictedTotal net position97,892,027 46,305,509144,197,536$5,240,226 $6,390,241526,303371,998194,62626,9772,049,811 $4,107,097921,2802,30049,805(661,968)i 1,850,3957,289,037 $10,487,338526,3031,293,279194,62629,27749,80528,062,8652,113,7792,515154,2142,527661,96816,212,47013,313,11054,964,10810,777,41417,210,37524,090,52472,174,4832,273,035DEFERRED OUTFLOWS OF RESOT]RCESDeferred charges for refunding 9,87427,913787379,87427,913377871,909,3 g7153,79020,902977,944108,3563,973,6071,221,79522892,796,331262,1463,994,5095,627194,6261,770,56327,165,0622,992,35849,241,751t0,69930,918,70428,358,39159.277,095210,95246,918,373 12,643,095 59,561,4691,197,3658,694,17110.183,2885,331,9361,187,3658,694,17115,515,2242.062.083$ 66,983,197 $ t7,975,031 $____q4,es&22!_ $2,062,083The accompanying notes are an integral part of these financial statements.t2 TOWN OF PROSPER, TEXASStatement of ActivitiesFor the Year Ended September 30,2013Prosram RevenuesExpensesCharges forServicesOperatingGrants andContributionsCapitalGrants andContributionsPrimary GovernmentGovernmental activitiesGeneral governmentPoliceDispatchCourtFireStreetsParks and recreationLibraryEngineeringInspectionsCode enforcementPlanningInterest and fiscal chargesTotal governmental activitiesBusiness-type activitiesWater and sewerStorm drainageTotal business-type activitiesTotal Primary GovernmentComponent UnitEconomic developmentTotal component unit12,970,5262,563,96092,6385,716,432$1,657,968 $1,476,972666,610306,7792,600,9011,825,205l,7gg,3l487,047208,390569,049159,160294,7491,3 19,392330,513 $30,619151,937l6g,g452,4909,612 $2l,ll92,41641,40418,087468,7254,630,3766t7,3311,794,2635,65089,5436,094,580198,1789,975,295223,6916,292,7589,098,976$ 19,263,284 $ 11,662,936 $92,639 $5,716,432t797021$ _rJ7eJ02-$ _ $$General Revenues and TransfersProperty taxesSales and use taxesFranchise taxesUnrestricted investrnent eamingsMiscellaneous revenueTransfersTotal general revenues and transfersChange in net positionNet position - beginning (restated)Net position - endingThe accompanþg notes are an integral part of these financial statements.13 Net fExoense) Revenue andChanses in Net PositionComponentUnitPrimarv GovernmentGovernmentalActivitiesBusiness-typeActivitiesTotalProsper EconomicDevelopmentCorporation$ (849,118) $ $(1,425,234)(666,610)(152,426)(2,390,552)2,805,171(t,179,493)(68,960)(208,390)1,215,214(t 53,5 l0)(205,206)(1,318,382)(849,1 l8)(1,425,234)(666,610)(152,426)(2,390,552)2,805,171(1,179,493)(68,960)(208,390)1,215,274(153,510)(205,206)fl,3 18,382)ø,s97,496)(4,597,496)2,790,70525,5132,790,10525,5132,806,2r92,806,2t8(4,597,496)2,806,218(1,791,279)7,313,5722,478,039519,962t66,776581,802(73,087)7,313,5722,479,039519,962341,838672,939175,06291,13773,087g (1,179,702)(t,t79,702)823,71021,5593110,987,064339,28611,326,350845,3006,389,56860,593,6293,145,50414,829,5279,535,07275,423,156(334,402)2,396.48s$ 66,983,197 $ 17,975,03t $ 84,958,228 $t42.062.0834 TOWN OF PROSPER, TEXASBalance Sheet - Govemmental FundsSeptember 30,2013GeneralFundImpactFeeFundDebtServiceFundASSETSCash and cash equivalentsInvestmentsTaxes receivable (net)Accounts receivable (net)Due from other fundsDue from component unitPrepaidRestricted cash and investmentsTotal AssetsLIABILITIES, DEFERRED INFLOWS OF'RESOI.iRCES AND FT'ND BALANCELiabilitiesAccounts payable and accrued expensesEscrow payableDue to other fundsDue to component unitTotal LiabilitiesDeferred Inflows of ResourcesUnavailable revenueProperty taxesFines and feesTotal Deferred Inflows of Resourcestr'und BalanceNonspendable for:PrepaidRestricted for:Debt serviceCapital projectsCommitted for:ContingencyAssignedUnassignedTotal Fund BalancesTotal Liabilities, Deferred Inflows ofResources and Fund Balance200,000773,835255,90026,5796,300,926$ 10,860,821 $ 7,530,661 $$$4,825,540 $5,227,137507,288163,452ll0,g2619,0153481,187,0171,206,380$419,773 $3,166,91162,96737,891 $891,2003,649,551929,09144,5878373819,015128,325t901526,5781,187,3656,601,5701,855,1625,201"2057,082,9456,601,5701,197,365$ 10,860,921 $ 7,530,661 $The accompanying notes are an integral part of these financial statements151,206,380 CapitalProjectsFundsContributionsFundNonmajorGovernmentalFundTotalGovernmentalFunds$2,219,5153,1981,464,703399810,901226,607 $l, I 53,104112,5785,052,1476,390,24r526,303366,9984,680,457255,90026,97716,212,470$$7,913,626$ 10,132,14r s_2,n920t_s1,492,289 $ 33,501,493$1,023,249 s3,84115,601 $1,662,21220,9024,061,95262,8671,027,090186,60015,601s,807,93363,60283738147,34039926,9779,105,0512,092,202I,l8'7,36517,798,8231,476,6881,855,1621,476,6885,20r,2059,105,0512,092,6011,476,68827,546,220t,492,289 $ 33,501,493I$,698,9026520$ 10,132,141 S_227e201_St6 TOWI\ OF PROSPER, TEXASReconciliation of the Balance Sheet of Governmental Fundsto the Statement of Net PositionSeptember 30,2013Total Fund Balances - Govemmental Funds S 27,546,220Amounts reported for governmental activities in the statement of net position (page 12) are different because:Capital assets used in governmental activities are not current financial resources and thereforeare not reported in the governmental funds balance sheet.68,217,218Bonds payable will not be liquidated with current financial resources and therefore have notbeen included in the fund financial statements.(28,171,300)Accrued liabilities for compensated absences will not be liquidated with current financialresources and therefore have not been included in the fund financial statements.(385,626)Interest payable on long-term debt is accrued in the government-wide frnancial statements,whereas in the fund financial statements, interest expenditures are reported when due.(153,790)Premiums ($378,699) on bond issuances less deferred losses on bond refunding of ($9,874) arerecorded as other financing sources and uses when paid in the fund financial statements but arecapitalized and anofüzed in the govemment-wide financial statements over the life of thebonds.(368,825)Receivables from property taxes and fines and fees are not available soon enough to pay for thecurrentperiod's expenditures and are, therefore, deferred in the funds.147,340The Town uses an intemal service fund to charge the costs of the medical reimbursementprogram to appropriate departments in other funds. The assets and liabilities of the insurancefund are included in governmental activities in the statement of net position. The net effect is toincrease net position.91,960Net Position of Governmental Activities$ 66,983,197The accompanying notes are an integral part of these financial statementsl7 TOWN OF PROSPER, TEXASStatement of Revenues, Expenditures, and Changes in Fund Balances -Govemmental FundsFor the Year Ended September 30,2013ImpactGeneralFundFundFeeDebtServiceFundREVENUESTaxes:PropertySalesFranchiseLicenses and permitsCharges for servicesIntergovemmentalImpact feesEscrow incomeGrantsInvestment incomeFines, fees, warrants and seizuresContributionsMiscellaneousTotal RevenuesEXPENDITURESCurrent:General governmentPoliceDispatchCourtFireStreetsParks and recreationr ibraryEngineeringInspectionCode enforcementPlanningCapital outlayDebt service:PrincipalInterest and fiscal chargesBond issue costs and feesTotal Expenditures$4,400,697 $2,478,0395lg,9621,751,796165,1952,909,77934,939$ 2,822,12421,09349,36392,129645,50056963210,672,3032,843,7172,943,2171,491,5951,3gg,l0g559,486ll6,l492,364,999357,514981,24587,047208,390564,1 l8159,160293,267694,744166,06622,4721,395,6501,153,160lll1959,275,9tt188,5382,660.005Excess (Deficiency) of Revenue over Expenditures $t,396,492 $2,655,179 $t83,212The accompanying notes are an integral part of these financial statementsl8 CapitalProjectsFundsContributionsFundNonmajorGovernmentalFundTotalGovernmentalFunds$$$$1,729,79714,686468,72591,8 1 I1,2131,46943,2751,954617,3317,222,8112,479,039519,9621,751,796165,1951,729,7972,809,77991,81149,363t65,914646,969r,l2g,33l569,6322,213,198137'76815,935190,4057,3097,30861918590,933173,91',719,329,388129,1488,882,10146,8151,620,7431,413,943559,486306,5542,372,296523,5801,079,48687,047208,390564,1 18159,160293,2679,773,2341,395,6501,153,160158,0109,058,064220,856264,85021,668,124$ (6,844,866) $(83,088) $354,335 $(2,339,736)l9 TOWN OF PROSPER, TEXASStatement of Revenues, Expenditures, and Changes in Fund Balances -Governmental FundsFor the Year Ended September 30,2013ImpactGeneralFundFundFeeDebtServiceFundoTHER FrNA¡[CrNG SOr]RCES (USES)Proceeds from insuranceIssuance ofdebtPremium on issuance of bondsPayments to bond escrow agentTransfer inTransfer outTotal Other Financing Sources (Uses)Net change in fund balancesFund balances, beginningFund balances, ending0,891)(3,842,200)$11,765 $827,344(2,233,000)$3,g3o,ooo169,975(3,898,607)14,253(3,842,200)ll4,52l2,6017,080,344(1,187,02t)7,788,591297,733889,632$ 7,082,945 $ 6,601,570 $ 1,197,365The accompanying notes are an integral part of these financial statements20 CapitalProjectsFundsContributionsFundNonmajorGovernmentalFundTotalGovernmentalFunds$$$$(48,845)17,7657,710,000168,875(3,898,607)6,057,442(6,149,699)3,980,0005,215,845(25,644)9,070,201(48,845)3,899,7962,225,3356,979,716(83,088)2,175,699305,490r7l1981,561,05025,985,1701$ 9,105,051 $ 2,092,60t $ 1,476,688 $21,546,2202l TO\ilN OF PROSPE& TEXASReconciliation of Statement of Revenues, Expenditures and Changesin Fund Balances of Governmental Funds to the Statement of ActivitiesFor the Year Ended September 30,2013Net Change in Fund Balances - Governmental FundsAmounts reported for governmental activities in the statement of activities (pages 13 - 14)are different because:Governmental funds report capital outlays as expenditures. However, in the statement of activitiesthe cost of those assets is allocated over their cstimated useful lives and reported as depreciationexpense. This is the amount by which capital outlay ($9,773,234) is excecded by depreciationexpense ($2,426,510).Principal payments on bonds payable of $1,395,650 and refunded bonds of $3,880,000 areexpenditures in the fund financial statements but are shown as reductions in long-term debt in thegovernment-wide frnancial statements.Deferred losses on refunding and premiums are amortized over the life of the bonds in thegovernment-wide financial statements.Proceeds from issuance of bonds are recorded as other financing sources in the fund financialstatements but increases liabilities in the government-wide financial statements.Additions to liabilities for compensated absences are not shown in the fund financial statements.The net effect ofthe current year's increase is to decrease net position.Interest payable on long-term debt is accrued in the government-wide financial statements, whereasin the fund financial statements, interest expenditures are reported when due. The increase ininterest accrual decreases net position.The Town uses an internal service fund to charge the costs of the medical reimbursement program tothe appropriate departments in other funds. The change in net position of the insurance fund isreported with governmental activities.Revenues from properfy taxes and fines are deferred in the fund financial statements until they areconsidered available to fund current expenditures, but such revenues are recognized in thegovernment-wide statements. The effect of recognizing deferred tax and frnes revenue of $147,340and removing prior year's deferred tax recognized of $56,579 is to increase net position.Change in Net Position of Governmental ActivitiesThe accompanying notes are an integral part of these financial statements$ 1,561,0507,346,7245,275,650(124,140)(7,710,000)(36,984)(7,212)(6,281)90,761$ 6,389,56822 TOWN OF PROSPER, TEXASStatement of Revenues, Expenditures and Changes in Fund Balance -Budget (GAAP Basis) and Actual - General FundFor the Year Ended September 30,2013General FundOriginalBudgetFinalBudgetActualAmountsVarianceWithFinalBudgetPositive(Negative)REVENUES:TaxesPropertySalesFranchiseLicenses and permitsCharges for servicesGrantsInvestment incomeFines, fees, warrants and seizuresMiscellaneousTotal RevenuesEXPENDITURES:General governmentPoliceDispatchCourtFireStreetsParks and recreationLlbraryInspectionsCode enforcementPlanningEngineeringCapital outlayTotal ExpendituresExcess of revenues over expendituresOTHER FTNANCTNG SOT.TRCES (USES):Proceeds from insuranceTransfers inTransfers outChange in fund balancesFund balances, beginning4,309,802 $1,404,500434,5001,400,000187,00030,25060,100500,52534,2504,337,802 $2,49',1,500441,0001,631,800184,00049,58760,130345,30069,9734,400,687 $2,478,0395lg,9621,751,796165,19549,36392,129645,500569,632$62,885(9,461)78,962llg,g96(1 8,805)(224)31,999300,200499,6598,360,927 9,607,092 10,672,3031,065,2111,535,4771,529,7 55635,680234,7302,497,309387,944833,67594,895582,195169,370333,823157,575163,2009,145,627(784,700)801,7001,521,410l,3g4,g2l549,692202,3562,454,933532,4971,075,34295,925574,816164,596297,776219,377769,1131,491,595l,3gg,10g559,486116,l492,364,988357,514981,24587,047564,1 18159,160293,267209,390694,74429,815(3,287)(9,794)86,20789,945174,98394,0978,87810,6985,4364,50910,98774,3699,852,6549,275,811576,843(245,562) 1,396,492 t,642,05417,000)11,755801,700(2,233,000)11,765827,344(2,233,000)1025,644Total other financing sources (uses)784,700(1,419,545) (1,393,891)25,6541,667,7097,080,344$ 7,080,344 S 5,415,237 S 7,092,945 $(1,665,107)7,080,3442,6017,080,344The accompanying notes are an integral part of these financial statements23Fund balances, ending_1,667 J08 TOWN OF PROSPER, TEXASStatement of Revenues, Expenditures and Changes in Fund Balances -Budget (GAAP Basis) and Actual - Impact Fee FundFor the Year Ended September 30,2013Impact Fee FundOriginalBudgetFinalBudgetActualVarianceWithFinalBudgetPositive(Negative)REVENUES:Impact feesInvestment incomeTotal revenuesEXPENDITURESStreetsCapital outlayOTHER FTNANCTNG SOTiRCES (USES)Transfers outTotal other financing sources (uses)Change in fund balancesFund balances, beginningFund balances, ending2,620,000 2,080,0972,843,7t7$2,600,000 $20,0002,05t,997 $29,1002,808,778 $34,939756,7816,839763,6201,535,0004,628,000329,900 166,06622,472163,834(22,472)Total expenditures6,163,000329,900188,538Excess of revenues over expenditures(3,543,000) 1,750,197 2,655,179141,362904,982(2,951,000) (3,942,200)(891,200)(3,543,000)7,788,591(2,951,000)(1,200,903)7,7gg,5gl(3,842,200) (891,200)(1,187,021)7,7gg,5gl13,782$ 4,245,591 $ 6,597,799 $_-__6,601,579_s 13,782The accompanying notes are an integral part of these financial statements24 TOWN OF PROSPE& TEXASStatement of Revenues, Expenditures and Changes in Fund Balances -Budget (GAAP Basis) and Actual - Contributions FundFor the Year Ended September 30,2013Contributions FundOriginalBudgetFinalBudgetActualVarianceWith FinalBudgetPositive(Negative)REVENUES:Escrow incomeInvestment incomeFines, fees, warrants and seizuresContributionsTotal revenuesEXPENDITURES:PoliceCourtFireParks and recreationTotal expendituresChange in fund balancesFund balances, beginningFund balances, ending$$ 4,007,900 $91,811 $1,2131,46943,275(3,916,089)1,21386927550051,90060043,00052,4004,05 I ,500 137 ,7 6g(3,913,732)10,50030,7009,00010,0001,4094,771,192(458)1,69217,2444,961,5876,8509,00015,835190,4057,3097,30859,200 4,994,691220,9564,773,825860,093$ 2,168,889 $ 1,232,509 S 2,092,601 $ 860,093The accompanying notes are an integral part of these financial statements.25(6,800)2,175,699(943, I 8 1)2,17s,689(83,088)2,175,699 TOWN OF PROSPER, TEXASStatement of Net Position - Proprietary FundsSeptember 30,2013EntemriseFundsGovernmentalActivities-Waterand SewerFundOtherNonmajorEntemrise FundTotalEnterpriseFundsInternalServiceFundASSETSCurrent Assets:Cash and cash equivalentsInvestrnentsReceivables (net)Due from other fundsDue from component unitPrepaidInventoryRestricted cash and cash equivalentsTotal Current AssetsNoncurrent Assets:Capital assetsNondepreciableDepreciable, netTotal Noncurrent AssetsTotal AssetsDefened charges for refundingTotal Outflows of ResourcesLIABILITIESCurrent Liabilities:Accounts payable and accrued expensesDeposits and funds held in escrowDue to other fundsAccrued interestCurrent portion of long-term liabilitiesCompensated absencesBonds payableTotal Current LiabilitiesNoncurrent Liabilities :Compensated absencesBonds payableTotal Noncurrent LiabilitiesTotal LiabilitiesNET POSITIONNet investrnent in capital assetsUnrestricted$1,801,479 $4,107,097893,496g14,gg62,30049,90511,850,395247,332 S27,7942,048,81 1 $4,107,097921,2809l4,gg6188,0795,00053,0821,5932,30049,90511,850,39519,619,458275t26I84247,75410,777,41417,187,46622,909r0,777,41417,210,37527,964,88022,90927,987,7994',1,584,339298,03547.882,373247,754DEF'ERRED OUTFLOWS OF' RESOURCES27,91327,91327,91327,913929,0393,973,6071,574,096108,35624,5451,197 ,25049,9062,768977,9443,973,6071,576,964109,356146,1759,61924,5451,r97,2507,805,89252,6747,858,566 155,79424,54424,54422,052,14522.0s2,14522,076,69922,076,69929,892,59112,620,1965,109,494s 17,729,670 $52,67429,935,25515579422,909222,45212,643,0955.331,93691,960245,361 $17,975,031 $The accompanying notes are an integral part of these financial statementsTotal Net Position2691,960 TOWN OF PROSPER, TEXASStatement ofRevenues, Expenses and ChangesIn Fund Net Position - Proprietary FundsFor the Year Ended September 30,2013Enterprise FundsGovernmentalActivities-Waterand SewerFundOtherNonmajorEnterprise FundTotalEnterpriseFundsInternalServiceFundOPERATINGREVENUEWater and sewer chargesSanitation chargesStorm drainage utility feesWater and sewer connectionsService initiationInsurance charges for servicesMiscellaneousTotal Operating RevenueOPERATING EXPENSESPersonnel servicesMaterials and suppliesContractual servicesDepreciationTotal Operating ExpensesInterest incomeInterest experìseBond issuance costTotal Non-operating Revenues(Expenses)Income before transfersTransfers inTransfers outTotal TransfersChange in net positionNet position, at beginning of year, restatedNet position, at end of year $9,966,422223,691g,1go,1 13$7,371,604 s891,160559, I 8653,33591,137223,6917,371,604 $891,160223,691559,18653,335$91,13721,87040522,215845,725245,0473,734,0356t6,51328,22913,37774,2343,420873,954258,4243,809,2696t9,933Operating IncomeNON-OPERATTNG REVENUES (EXPENSES)48,5185,441,320 119,2605,560,59048,5 l83,525,102104,4313,629,533(26,303)172,718(551,150)(102,1 10)2,344(78,918)175,062(630,068)(102,1 10)862(480,542) (76,574) (557,116)8623,044,56027,8573,072,417919,200(846,1 13)(25,441)19,1609t9,200(805,573) (40,540)113,6273, I 58,1 8714,571,483(40,540)(12,683)258,04473,0873,145,50414,829,52719,160(6,281)98,24117,729,670 $ 245,361 $ t7,975,03t $The accompanying notes are an integral part of these financial statements2791,960 TO\ryN OF PROSPE& TEXASStatement of Cash Flows - Proprietary FundsFor the Year Ended September 30,2013Entemrise FundsVy'aterand SewerFundOtherNonmajorEnterprise FundCASH FLOWS FROM OPERATING ACTIVITIES:Cash received from customers and usersCash contributions for insurance premiumsCash payments to suppliers for goods and servicesCash payrnents for insurance premiumsCash payments to employees for servicesNet cash provided by operating activitiesCASH FLO$/S FROM NONCAPITAL FINANCING ACTIVITIESTransfers tolfrom other fundsAdvances to other fundsNet cash provided (used) by noncapital financing activitiesCASH FLOV/S FROM CAPITAL & RELATED FINANCING ACTIVITIESProceeds from the issuance ofdebtPremiums received on long-term debtBond issuance cost paid on long-term debtPrincipal paid on bondsAcquisition and construction of capital assetsInterest paid on bondsIncrease in escrow funds for capital acquisitionsNet cash (used) by capiøl and related financing activitiesCASH FLOV/S FROM INVESTING ACTIVITIESTransfer of funds to investmentsInterest on deposits and investmentsNet cash provided by investing activitiesNet increase in cash & cash equivalentsCash and cash equivalents at beginning ofyearCash and cash equivalents at end ofyearRECONCILIATION OF OPERATING INCOME TO NET CASHPROVIDED BY OPERATING ACTIVITIES:Operating income (loss)Adjustrnents to reconcile operating incometo net cash provided by operating activities:Depreciation(Increase) decrease in accounts receivable(Increase) decrease in inventory and prepaidIncrease (decrease) in accounts payableIncrease (decrease) in compensated absencesIncrease (decrease) in customer depositsNet cash provided (used) by operating activities$8,945,723 S(3,234,959)(841,408)221,336(48,560)(28,685)4,869,356144,091113,627660,869(40,540)3,449774,496(37,092)5,235,000231,I75(102,1 10)(979,350)(9,769,176)(642,494)3,924,660(6,295)(78,918)(2,101,295)(85,213)(102,389)172,7182,34470,3292,3443,612,99610,038,99924,130223,202$ 13,6s1,874 $247,332$3,525,102 $616,513(39,646)15,019729,1044,31718,947104,4313,420(2,355)39,051(4s6)$4,869,356 $The accompanying notes are an integral part of these financial statements28144,091 GovernmentalActivities-Tot¿lEnterpriseFundsInternalServiceFund$9,167,059 $(3,283,519)(870,093)20,91 I75,3795,013,44796,19073,087664,31719,160(24,080)737,404(4,920)5,235,000231,175(102,1 l0)(979,350)(9,774,47t)(721,4t2)3,924,660(2,186,s08)(102,389)175,06286272,6738623,637,01610,262,19092,13295,947$ 13,899,206 $188,079$3,629,533 $619,933(42,001)15,019768,t553,86118,947(26,303)(t,404)t23,897$5,013,447 $96,L9029 TOWN OF PROSPE& TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 1: Summary of Significant ^A,ccounting PoliciesThe financial statements of the Town of Prosper, Texas have been prepared in conformity with generally acceptedaccounting principles (GAAP) as applied to governmental units. The Governmental Accounting Standards Board(GASB) is the accepted standard-setting body for establishing goverimental accounting and financial reportingprinciples. The more significant of the government's accounting policies are described below.Reportine EntityThe government is a municipal corporation governed by an elected seven-member council. As required by accountingprinciples generally accepted in the United States of America, these financial statements present the government andits component units, entities for which the govemment is considered to be financially accountable. The discretelypresented component unit is reported in a separate column in the government-wide financial statements to emphasize itis legally separate from the government.Discretely Presented Comoonent UnitThe Prosper Economic Development Corporation (EDC) serves all citizens of the government and is governed by aboard appointed by the government's elected council. The government can impose its will on the EDC and affect theday-to-day operations of the EDC by removing appointed board members at will. The scope of public service of theEDC benefits the government and its citizens and is operated primarily within the geographic boundaries of thegovernment. The EDC is presented as a govemmental fund type and has a September 30 year end.Complete financial statements for the EDC may be obtained at the entity's administation office, Prosper EconomicDevelopment Corporation, P. O. Box 1060, Prosper, Texas 75078.Govemment-wide and Fund Financial StatementsThe government-wide financial statements (i.e. the statement of net position and the statement of activities) reportinformation on activities of the primary government and its component units. For the most part, the effect of interfundactivity has been removed from these statements. Governmentql activities, which normally are supported by taxes andintergovernmental revenues, are reported separately from business-type activities, which rely to significant extent onfees and charges for support. Likewise, the primary government is reported separately from certain legally separatecomponent units for which the primary government is financially accountable.The statement of activities demonstrates the degree to which the direct expenses of a given function or segment areoffset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment.Progrøm revenues include l) charges to customers or applicants who purchase, use, or directly benefit from goods,services, or privileges provided by a given function or segment and 2) grants and conhibutions that are restricted tomeeting the operational or capital requirements of a particular function or segment. Taxes and other items not properlyincluded among program revenues are reported instead as general reyenues.Separate financial statements are provided for governmental funds and proprietary funds. Major individualgovernmental funds and major individual enterprise funds are reported as separate columns in the fund financialstatements.Measurement Focus" Basis of Accounting. and Financial Statement PresentationThe government-wide financial statements are reported using the economic resources measurement focus and theaccrual basis of accounting, as are the proprietary fund financial statements. Revenues are recorded when earned andexpenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes arerecognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue assoon as all eligibility requirements by the provider have been met.30 TOWN OF PROSPE& TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 1: Summary of Significant Accounting Policies - continuedMeasurement Focus. Basis of Accountins. and Financial Statement Presentation - conlirrøedGovemmental fund financial statements are reported using lhe cunent financial resources meqsltrement þcus and themodified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available.Revenues are considered to be avaílable when they are collectible within the current period or soon enough thereafter topay liabilities of the current period. For this pu{pose, the govemment considers revenues to be available if they arecollected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability isincurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related tocompensated absences and claims and judgments, are recorded only when payment is due.Property taxes, sales taxes, franchise taxes, licenses, and interest income associated with the current fiscal period are allconsidered to be susceptible to accrual and so have been recognized as revenues ofthe current fiscal period. Only theportion of special assessments receivable due within the current fiscal period is considered to be susceptible to accrual asrevenue of the current period. All other revenue items are considered to be measurable and available only when cash isreceived by the government.The government reports the following major governmental funds:The generql -fund is the government's primary operating fund. It accounts for all financial resources of the generalgovemment, except those required to be accounted for in another fund.The impact fee -fund, a special revenue fund, accounts for revenues that are legally restricted for particular purposes.This fund is used to account for activity related to impact fees.The debt service _fund accounts for the resources accumulated and payments made for principal and interest on long-termobligation debt of governmental funds.The capital projects -fund accounts for the acquisition of capiøl assets or construction of major capital projects not beingfinanced by proprietary funds.The contribution .fund, a special revenue fund, accounts for contributions made to the Town which are restricted forvarious purposes.The government reports the following major proprietary fund:Tl:re water and sewer .fund, an enterprise fund, is used to account for those operations that are financed and operated in amanner similar to private business or where the council has decided that the determination of revenues eamed, costsincurred and/or net income is necessary for management accountability. The government's water and sewer fund is toaccount for water, sewer and sanitation operations.The internal service _fund is used to accumulate and allocate costs internally among the Town's various functions. TheTown uses its internal service fund to account for its employee medical reimbursement program. Because these servicespredominately benefit the governmental rather than the business-type functions, they have been included withingovernmental activities in the govemment-wide financial statements.As a general rule the effect of interfund activity has been eliminated from the government-wide financial statements.Exceptions to this general rule are general and administrative fees, street rental fees and other charges between thegovernment's water and sewer ftrnction and various other functions of the government. Elimination of these chargeswould distort the direct costs and program revenues reported for the various functions concerned.Amounts reported as program reverutes include 1) charges to customers or applicants for goods, services, or privilegesprovided, 2) operating grants and cont¡ibutions, and 3) capital grants and contributions, including special assessments.Internally dedicated resources are reported as general revenues rather than as program revenues. Likewise, generalrevenues include all taxes.31 TOWN OF PROSPE& TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 1: Summary of Significant Accounting Policies - continuedMeasurement Focus. Basis of Accounting. and Financial Statement Presentation - conlinuedProprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues andexpenses generally result from providing services and producing and delivering goods in connection with a proprietaryfund's principal ongoing operations. The principal operating revenues of the proprietary funds are charges to customersfor sales and services. The proprietary funds also recognize as operating revenue the portion of tap fees intended torecover the cost of connecting new customers to the system. Operating expenses for proprietary funds include the cost ofsales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meetingthis definition are reported as nonoperating revenues and expenses.Deposits and InvestmentsFor purposes of the statement of cash flows, cash and cash equivalents include cash on hand, demand deposits, and short-term investments with a maturity date within th¡ee months of the date acquired by the government. Other short-terminvestments are included in investments. Investments are stated at cost which approximates fair value.Short-Term Interfund Receivables/PayablesDuring the course of operations, numerous transactions occur between individual funds for goods provided or servicesrendered. These receivables and payables are classified as o'due from other funds" or "due to other funds" on the balancesheet. Short-term interfund loans are classified as "interfund receivables/payables".Inventories and Prepaid ItemsAll inventories are valued at cost using the first-in/first-out (FIFO) method. Inventories of governmental funds arerecorded as expenditures when consumed rather than when purchased. Certain payments to vendors reflect costsapplicable to future accounting periods and are recorded as prepaid items in both government-wide and fund financialstatements.Restricted AssetsCertain resources set aside for the repayrnent of bonds are classified as restricted assets on the balance sheet becausetheir use is limited by applicable bond covenants. Also included in restricted assets are capital recovery fees (impactfees) that are, by law, restricted for future capital improvements; and assets set aside for construction of future debtfunded capital improvements. When the government incurs an expense for which it may use either restricted orunrestricted assets, it uses the restricted assets first.Deferred Outflows/Inflows of ResourcesIn addition to assets, the statement of net position will sometimes report a separate section for deferred outflows ofresources. This separate financial statement element, deferred outflows of resources, represents a consumption of netposition that applies to a future period(s) and so will not be recognized as an outflow ofresources (expense/expenditure)until then. The Town only has one item that qualifies for reporting in this category. It is the deferred charge on bondrefunding reported in the government-wide statement of net position. A deferred charge on refunding results from thedifference in the carrying value of refunded debt and its reacquisition price. This account is deferred and amortized overthe shorter of the life of the refunded or refunding debt.In addition to liabilities, the statement of net position will sometimes report a separate section for deferred inflows ofresources. This separate financial statement element, deferred inflows of resources, represents an acquisition of netposition that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until thattime. The Town has only one type of item, which arises only under a modified accrual basis of accounting that qualifiesfor reporting in this category. Accordingly, the item, unavailable revenue, is reported only in the governmental fundsbalance sheet. The governmental funds report unavailable revenues from property taxes, flrnes and EMS accountsreceivable. These amounts are deferred and recognized as an inflow of resources in the period that the amounts becomeavailable.32 TOWN OF PROSPER" TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 1: Summary of Significant Accounting Policies - continuedCapital AssetsCapital assets, which include properfy, plant, equipment, and infrastructure assets (e.g., roads, bridges, sidewalks, andsimilar items), are reported in the applicable governmental or business-tlpe activities columns in the government-widefinancial statements. Capital assets are defined by the government as assets with an initial, individual cost of more than$5,000 (amount not rounded) and an estimated useful life in excess of two years. Such assets are recorded at historicalcost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at estimated fair value atthe date ofdonation.The cost of normal maintenance and repairs that do not add to the value of the asset or materially extend assets lives arenot capitalized.Major outlays for capital assets and improvements are capitalized as projects are constructed. Interest is capitalized onproprietary fund assets acquired with tax-exempt debt. The amount of interest to be capitalized is calculated byoffsetting interest expense incurred from the date of the borrowing until completion of the project with interest eamedon invested proceeds over the same period.Property, plant, and equipment of the primary government is depreciated using the straight line method over thefollowing estimated useful lives:AssetsYearsBuildingsSystem infrastructureStreet infrastructureEquipmentVehicles20-30t5-4s2s -305-105 -7Compensated AbsencesIt is the government's policy to permit employees to accumulate earned but unused vacation and sick pay benefits. Allvacation and sick pay is accrued when incurred in the govemment-wide and proprietary fund financial statements. Aliability for these amounts is reported in governmental funds only if they have matured, for example, as a result ofemployee resignation and retirements.Long-Term OblieationsIn the government-wide financial statements, and proprietary fund tlpes in the fund financial statements, long-termdebt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-t¡peactivities, or proprietary fund type statement of net position. Bond premiums and discounts are deferred andamortized over the life of the bonds using the effective interest method. Bonds payable are reported net of theapplicable bond premium or discount. Bond issuance costs are expensed as incurred.In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bondissuance costs, during the current period. The face amount of debt issued is reported as other financing sources.Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances arereported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, arereported as debt service expenditures.33 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 1: Summary of Significant Accounting Policies - continuedFund EquitvIn the fund financial statements, governmental funds report restrictions of fund balance for amounts that are not availablefor appropriation or are legally restricted by outside parties for use for a specific purpose. Assignments of fund balancerepresent tentative management plans that are subject to change.Note 2: Stewardship, Compliance and AccountabilityBudgetary ControlAnnual budgets are adopted on a basis consistent with accounting principles generally accepted in the United States ofAmerica. Annual appropriated budgets are legally adopted for the general fund, impact fee fund, contributions fund andwater and sewer fund. All annual appropriations lapse at fiscal year end. Project length financial plans are adopted forall capital project funds.The Town follows these procedures in establishing the budgetary data reflected in the financial statements.l. Prior to August 16û, the Town Manager submits to the Town Council a proposed operating budget for the fiscal yearcommencing the following October 1. The operating budget includes proposed expenditures and the means of financingthem.2. Public hearings are conducted to obtain taxpayer comments.3. On the first meeting in September, the budget is legally enacted through the passage of an ordinance.4. The Town Manager is authorized to transfer budgeted amounts between departments within any fund; however, anyrevision that alters total expenditures of any fund must be approved by the Town Council.5. Formal budgetary integration, using the modified accrual basis, is employed as a management control device duringthe year for the General Fund, Impact Fee Fund and Contributions Fund. Supplemental appropriations were made duringthe fiscal year for the General Fund.6. The budget approved for the Water and Sewer Fund and Storm Drainage Fund follows similar approval proceduresbut departs from accounting principles generally accepted in the United States of America by not including depreciationand amofüzalion in the approved budget. These amounts are reported at year end as part of the "actuaf' column.Supplemental appropriations were made during the year.7. The Debt Service and Capital Projects Funds do not have formal budgets since all are controlled by contractualobligations approved at inception or as part of the General Fund on an annual basis. The nonmajor governmental fundsare not budgeted.Note 3: Deposits and InvestmentsDepositsAt September 30, 2013, the Town's deposits and the EDC's deposits were fully covered by federal depositoryinsurance or collateral held by the pledging financial institution's trust department or agent in the govemment's nameand/or irrevocable standby letters ofcredit.34 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30, 2013Note 3: Deposits and Investments - continuedDeposits - continuedCustodial Credit Risk - Deposits: In the case of deposits this is the risk that, in the event of a bank failure, thegovernment's deposits may not be retumed to it. The government's policy regarding types of deposits allowed andcollateral requirements is: the Depository may be a state bank authorized and regulated under Texas law; a nationalbank, savings and loan association, or savings bank authorized and regulated by federal law; or a savings and loanassociation or savings bank organized under Texas law; but shall not be any bank the deposits ofwhich are not insuredby the Federal Deposit Insurance Corporation (FDIC) and pledged securities. The government is not exposed tocustodial credit risk for its deposits, as all are covered by depository insurance and pledged securities.InvestmentsThe Town and EDC may invest in obligations of the U.S. Treasury or the State of Texas, certain U.S. agencies,certificates of deposit, money market savings accounts, certain municipal securities, repurchase agreements, coílmontrust funds and other investments specifically allowed by the Public Funds Investment Act of 1987 (Article 842a-2Vernon's Civil Statutes).In compliance with the Public Funds Investment Act, the government has adopted a deposit and investment policyThat policy addresses the following risks:Custodial Credit Risk - Investments: For an investment, this is the risk that, in the event of the failure of thecounterparty, the government will not be able to recover the value of its investments or collateral securities that are inthe possession of an outside party. The Town's investments are with the Texas Local Government Investment Pool("TexPool"), the Texas Short-Term Asset Reserve Investment Pool ("TexSTAR"), and in certificates of deposit. Thepools are public funds investment pools created to provide a safe environment for the placement of local governmentfunds in authorized short-term investments. Local investment pools operate in a manner consistent with the Securityand Exchange Commission's Rule 2a7 of the Investment Company Act of 1940. The reported value of the pool is thesame as the fair value of the pool shares. The Texas Comptroller of Public Accounts exercises oversight responsibilityover TexPool. TexSTAR is managed by J.P. Morgan Investment Management, Inc. and First Southwest AssetManagement, Inc. The government is not exposed to custodial credit risk for its investments.Credit Risk - This is the risk that an issuer of an investment will be unable to fulfill its obligations. The rating ofsecurities by nationally recognized rating agencies is designed to give an indication of credit risk. It is thegovernment's policy to limit its investments to those investments rated at least AAAm. The credit quality rating forboth TexPool and TexSTAR al.year end was AJqArn by Standard & Poor's.Interest Rate Risk - This is the risk that changes in interest rates will adversely affect the fair value of an investment. Inaccordance with its investment policy, the government manages its exposure to declines in fair values by limiting theweighted average maturity of its investment portfolio to less than one year from the time of purchase. The maximumallowable maturity for operating funds is 5 years and 2 years for debt service funds. The weighted average maturity forthe government's investment in external investment pools is less than 60 days.Foreign Currency,R¡sÉ - This is the risk that exchange rates will adversely affect the fair value of an investment. Thegovernment is not exposed to foreign currency risk.Concentration of Credit.R¡sfr - This is the risk of loss attributed to the magnitude of the government's investment in asingle issuer (i.e., lack of diversification). Concentration risk is defined as positions of 5 percent or more in thesecurities of a single issuer. It is the government's policy to not allow for a concentration of credit risk. Investmentsissued by the U. S. Government and investments in investment pools are excluded from the 5 percent disclosurerequirement. The govemment is not exposed to concenfation of credit risk.35 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 3: Deposits and Investments - continuedInvestments - continuedAt year end, the government's investment balances were as follows:FairValueMaturity Lessthan One YearMaturity Greaterthan One YearPrimary GovernmentInvestment type:Texas Local Government investment poolTexSTAR investment poolCertificates of depositTotalProsper Economic Development CorporationInvestment type:Texas Local Government investment poolTexSTAR investment poolTotalNote 4: ReceivablesReceivables at September 30,2013 consisted of the following101,876$ 21,398,791 s 21,296,915 $ 101,876$6,505,707 $8,536,4816,356,6036,505,707 $9,536,4916,254,727$ t,325 $1,190$ 2,515 $1,3251902,515GeneralDebtServiceImpactFeeContri-butionsWater andSewerNonmajorEnterprise$-InternalServiceTotalProperty taxesSales taxUtility billsInterestOther receivablesGross receivablesLess: allowance foruncollectiblesNet receivables$ 102,204 $ 62,082 $462,7011,063,138 27,7946,602 348 13,385156,850 200,000 3,198 5,000728,357 62,430 200,000 3,198 1,076,523 27,794 5,000$$s 164,286462,7011,090,93220,335365,0482,103,302(57,617) (43,067) (183,037) - (283,721)s 670,740 $ 19,363 $200,000 $3,198 $ 893,486 527,794 $5,000 $1,819,581$Property taxes are based on the appraised values provided by the Collin County or Denton County Central AppraisalDistrict, whichever is applicable. Taxes are levied by October I of each year. Unpaid property taxes become delinquenton February 1 of the following year. Penalty is calculated after February I up to the date collected by the government atthe rate of 60/o for the first month and increased lYo per month up to a total of l2Yo. Interest is calculated after February 1at the rate of lYo per month up to the date collected by the government. Under state law, property taxes levied on realproperty constitute a lien on the real property which cannot be forgiven without specific approval of the StateLegislature. The lien expires at the end of twenty years. Taxes levied on personal property can be deemed uncollectibleby the Town. The Town's current policy is to write-off uncollectible personal property taxes after four years.At September 30, 2013 the EDC had sales tax receivable of $154,214. No allowance for uncollectible accounts isdeemed necessary.36 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 5: Capital AssetsCapital asset activity for the year ended September 30,2013 was as follows:BalanceOctober 1, Additionsi2012CompletionsGovernmental activities :Capital assets, not being depreciated:LandConstruction in progressTotal capital assets, not being depreciatedCapital assets being depreciated:Buildings and improvementsEquipmentInfrastructureTotal assets being depreciatedLess accumulated depreciation for:Buildings and improvementsEquipmentInfrastructureTotal accumulated depreciationTotal capital assets being depreciated, netGovernmental activities capital assets, netg 2,064,797 $11,827,532Retirements/AdjustmentsBalanceSeptember 30,20133,825,796 I5,252,695$5,890,5937,422,517(9,657,710)13,892,329 g,07g,4gl(9,657,710) 13,313,11014,192,6694,930,76936,502,78055,616,2r8694,7439,657,71010,352,453(34,704)14,I82,6695,590,90946,160,490(34,704)65,933,967Business-type activities:Capital assets, not being depreciated:LandConstruction in progressTotal capital assets, not being depreciatedCapital assets being depreciated:Buildings and systemsVehicles and EquipmentTotal assets being depreciatedLess accumulated depreciation for:Buildings and systemsVehicles and EquipmentTotal accumulated depreciationTotal capital assets being depreciated, netBusiness-type activities capital assets, net34,704(8,578,053)l0)34,704(10,969,859)47,038,165 7,925,94354,964,108$ 60,930,494 $ 17,004,434 $(9,657 ,7 t0) S 68,277 ,2t8$5,000 $1,067,902$$5,00010,772,4149,704,5121,072,9029,704,51210,777,4I4(1,433,077)(I,703,783)(5,441,193)(695,634)(412,324)(1,3 18,552)(2,128,711)(2,081,403)(6,759,745)21,255,176615,76588,27421,255,176704,03921,870,94188,27421,959,215(3,768,694)(360,223)(553,175)66,758)(4,321,959)(426,981)(4,128,907) (619,933)(4,748,840)t7,742,034(53 1,659)17,210,3754,936 $ 9,172,853 S$ 18,813t$ 27,987,789 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 5: Capital Assets - continuedDepreciation expense was charged to functions/programs of the primary goverftnent as followsGovernmental activities :General governmentPoliceDispatchFireStreetsPæks and recreationInspectionsBusiness-type activities :Water and SewerNonmaj or enterprise frrnds 2,426,5t0616,5133,420$8,20954,191105,489213,9731,325,051716,365)rzJJ$$ 619,933Capital asset activity for the EDC for the year ended Septemb er 30, 2013 was as follows:BalanceOctober l,2012Additions/CompletionsRetirements/AdjustmentsBalanceSeptember 30,2013Component unit:Capital assets being depreciated:Leasehold improvementsTotal assets being depreciatedLess accumulated depreciation for:Leasehold improvementsTotal accumulated depreciationTotal capital assets being depreciated, netComponent unit capital assets, net$ 113,849 $$$ 113,849113,849l13,g4g(1 13,849)(l 13,849)(1 13,849)(l 13,849)$$Note 6: Construction CommitmentsAt September 30,2013 the total estimated costs to complete significant construction projects in progress at year-endtotaled approximately $2,012,541 for the Capital Projects Fund and $6,53 1, 154 for the Utility Fund.$$38 Note 7: Interfund Receivables, Payables and TransfersInterfund balances at September 30,2013 were as follows:Due tolfrom other funds:Due To Fund Due From FundTOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013AmountPurposeCapital ProjectsCapital ProjectsGeneral FundGeneral FundGeneral FundGeneral FundGeneral FundImpact FeesInternal ServiceInternal ServiceInternal ServiceNonmajor govemmentalContributions FundContributions FundVy'ater and SewerWater and SewerGeneral FundWater and SewerVy'ater and SewerStorm DrainageWater and SewerCapital ProjectsInternal ServiceGeneral FundGeneral FundWater and SewerStorm DrainageGeneral FundGeneral FundWater and SewerImpact Fee FundGeneral Funds 2,216,9521,5632,1041,35293,9103,8419,619773,83535,22616,4401,416112,5784,6241,460,079891,20023,696Short term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loans$The outstanding balances between funds result mainly from the time lag between the dates that (1) reimbursableexpenditures occur, (2) transactions are recorded in the accounting system, and (3) payments between funds are made.Interfund transfers:Transfer FromTransfer ToAmountPurposeGeneral Fr¡rdGeneral FundImpact FeeImpact FeeCapital ProjectsNonmajor GovernmentalWater and SewerVy'ater and SewerWater and SewerNonmajor EnterpriseNonmajor EnterpriseInternal Service FundCapital ProjectsCapital ProjectsWater and SewerGeneral FundCapital ProjectsIntemal Service FundDebt ServiceGeneral FundWater and SewerGeneral Fund$ 17,0002,216,0002,951,000891,20025,64448,8452,16014,253789,16028,00012,540AdministrativeCapital outlayCapital outlayCapital outlayCapital expendituresCapital outlayAdministrativeDebt serviceAdministrativeDebt serviceAdministrative39$6,995,802 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 8: Long-term DebtThe government issues general obligation bonds to provide funds for the acquisition and construction of major capitalfacilities and equipment. General obligation bonds have been issued for both governmental and business-typeactivities. The government also issues revenue bonds where the governmsnt pledges income derived from the acquiredor constructed assets to pay debt service. The certificates of obligation will be repaid by the debt service fund incombination with system revenues.Long-term debt activity for the year ended September 30,2013 was as follows:Balancet0lU20t2IssuedRetiredBalance9/30/2013385,626 $28,171,30037g,699Amount DueV/ithin one Year192,8131,577,750Govemmental Activities :Compensated absences $BondsBond Premium on IssuanceTotal Govemmental26,320,523 8,090,180 (5,475,079) 29,935,625348,642 $25,736,950234,931211,305 $7,710,000168,875(174,321) S(5,275,650)(25,107)Business-t)'oe Activities :Compensated absencesBondsBond Premium on IssuanceTotal Business-type45,22718,447,350350,66735,5215,235,000231,176(31,659)(979,350)(35,448)49,0gg22,703,000546,3951,770,56324,5451,797,25018,843,244 5,501,697 (t,046,457) 23,299,4941,221,795Total Primary Government $ 45,163,767 St3,591,877 $ (6,521,535) $ 52,234,109 $2,992,359Component UnitCompensated absencest0,699 $ (3,113) $ t0,699 $In June 2013, the Town issued refunding bonds, $3,830,000 General Obligation, Series 2013 for the purpose ofrefunding $3,880,000 of taxable general obligation bonds of the Town, in order to lower the overall debt servicerequirements of the Town and to pay costs associated with the issuance of the bonds. There was no cash flow savings oreconomic gain from the refunding since the refunding was primarily to refinance a short-term taxable issue to long-termfinancing.$ 3,113 $40 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,201.3Note 8: Long-term Debt - continuedBonds, certificates of obligation and tax notes at September 30, 2013 are comprised of the following issues for theDebt Service Fund and Vy'ater and Sewer Fund:Governmental Business-TypeActivities Activities Total2004 Certificates of Obligation (38% debt service fund portion and62Yo water and sewer portion) issued March 11, 2004 and maturingAugust 15,2007 to August 15,2024.Interest payable February 15 andAugust 15 at rates ranging from 4.00% to 4.50Yo.2006 Certificates of Obligation (48% debt service fund ponion and52o/o waler and sewer portion) issued September 21, 2006 andmaturing August 15, 2007 to August 15, 2026. Interest payableFebruary 15 and August 15 at rates ranging from 4.00% Io 450%.s 2,849,700 S 4,624,600 $7,474,3004,435,200 4,904,900 9,240,0002008 Certificates of Obligation (90% debt service fund portion and10olo water and sewer portion) issued December 2,2008 and maturingFebruary I 5, 201 I to February 15, 2029 . Interest payable February 15and August 15 at rates ranging from3.75%oto 6.jYo.11,245,500 1,249,500 12,495,000Tax Notes, Series 2010 (100% debt service fund portion) issuedOctober l, 2010 and maturing February 15, 2012 to February 15,2017 . Interest payable February I 5th and August l5th at rates rangingfrom 1.15% to 1.85%.l,425,ooo1,425,0002011 General Obligation Refunding and Improvement bonds (39%debt service fund portion and 610/o water and sewer portion) issuedSeptember I , 20ll and maturing February I 5, 20 I 8. Interest payableFebruary 15 and August 15 at rates ranging froml.75%oto 2.0o/o.705,900 1,104,100 1,810,0002012 General Obligation Bonds (100% debt service fund portion)issued June 15, 2012 and maturing February 15, 2032. Interestpayable February 15 and August 15 at rates ranging from 1.38% to3.25%.3,680,0003,680,0002012 Certiftcates of Obligation (100% water and sewer portion)issued June 15, 2012 maturing February 15, 2032. Interest payableFebruary 15 and August 15 at rates ranging from .40%o to 3.25Yo.2013 General Obligation Refrrnding Bonds (100% debt service fundportion) issued June 15, 2013 maturing August 15, 2029. Interestpayable February 15 and August 15 at rates ranging from 2.0Yo to4.0%.5,685,000 5,685,0003,830,0003,930,0002013 Certificates of Obligation (100% water and sewer portion)issued June 15, 2013 maturing August 15, 2029. Interest payableFebruary 15 and August 15 at rates ranging from2.lo/o to 4.0o/o.5,235,000 5,235,000$ 50,874,3004t$ 28,171,300 $22,703,000 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 8: Long-term Debt - continuedThe annual requirements to amortize the combined debt outstanding for the Debt Service Fund and Water and SewerFund as of September 30,2013 are as follows:Governmenüal Activities Business-Type ActivitiesYear EndedSeptember 30Principal Interest Principal InterestTotalPrincipalToølInterestTotalObligation201420152016201720182019-20232024-20282029-2032Governmental ActivitiesImpact Fee FundDebt ServiceCapital ProjectsConhibution FundBusiness-type ActivitiesWater and Sewer FundWater and Sewer Fund1,577,750 $1,644,400I,836,1001,874,2501,559,7008,259,5008,090,6003,329,000r,223,630 s1,g36,loo1,874,2501,043,65698t,3413,990,2391,915,336289,6211,197,250 $ 862,134 $1,240,600 813,2051,478,900 771,3601,485,750 725,5251,530,300 677,t127,415,500 2,579,3215,193,700 1,175,7173,161,000 351,4562,775,000 $ 2,085,764 $2,885,000 2,649,3053,315,000 2,645,6103,360,000 1,769,t8t3,090,000 1,659,45315,675,000 6,459,56013,284,300 2,991,053$4,860,7645,534,3055,960,6105,129,1814,749,45322,t34,56016,275,3537,131,0776,490,000 641,077Total $28,171,300 912,944,173 522,703,000 $7,955,830 $50,874,300 $20,900,003 571,774,303Note 9: Restricted AssetsThe balances of the restricted asset accounts are as follows:Impact fees - capital projectsSinking fundUnspent bond proceeds / other restricted fundsContributions / escrowCustomer Deposits / EscrowCapital Projects (Unspent Bond Proceeds)$6,300,9261,187,0177,913,626810,901$ 16,212,470$3,973,6077,876,788$ t 1,850,395Note 10: Risk ManagementThe government is exposed to various risks of loss related to torts; theft of damage to, and deskuction of assets; errorsand omissions; injuries to employees; and natural disasters. The government is a participant in the Texas MunicipalLeague Workers' Compensation Joint Insurance Fund (V/C Fund) and the Texas Municipal League Joint Self-Insurance Fund (Property-Liability Fund), a public entity risk pool operated by the Texas Municipal League Board forthe benefit of individual governmental units located with Texas. The government pays an annual premium to theFunds for its workers' compensation and property and liability insurance coverage. The WC Fund and Property-Liability Fund are considered self-sustaining risk pools that provide coverage for its members for up to $2,000,000 perinsured event. There \Mere no significant reductions in insurance coverage from the previous year. Settled claims forrisks have not exceeded insurance coverage in any ofthe past three years.42 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30, 2013Note 11: Texas Municipal Retirement SystemPlan DescriptionThe Town provides pension benefits for all of its eligible employees through a nontraditional, joint contributory, hybriddefined benefit plan in the state-wide Texas Municipal Retirement System (TMRS), an agent multiple-employer publicemployee retirement system. The plan provisions that have been adopted by the Town are within the options available inthe governing state statutes of TMRS.TMRS issues a publicly available comprehensive annual financial report that includes financial statements and requiredsupplementary information (RSI) for TMRS. The report also provides detailed explanations of the contributions, benefitsand actuarial methods and assumptions used by the System. This report may be obøined by writing to TMRS, P.O. Box149153, Austin, T){78714-9153 or by calling 800-924-8677; in addition, the report is available on TMRS' website atwww.TMRS.com.The plan provisions are adopted by the goveming body of the Town, within the options available in the state statutesgoveming TMRS. Plan provisions for the Town were as follows:PlanYear 2012Plan Year 2013Employee deposit rateMatching ratio (city to employee)Years required for vestingService retirement eligibility(expressed as age / years of service)Updated Service CreditAnnuity Increase (to retirees)FiscalYea¡Ending7%2ro 756015,01201 00% Repeating, Transfers70% of CPI RepeatingActualContributionMade7%2to I56015,01201 00% Repeating, Transfers70% of CPI RepeatingContributionsUnder the state law governing TMRS, the contribution rate for each city is determined annually by the actuary, using theProjected Unit Credit actuarial cost method. This rate consists of the normal cost contribution rate and the prior servicecost contribution rate, which is calculated to be a level percent of payroll from year to year. The normal costcontribution rate finances the portion of an active member's projected benefit allocated annually; the prior servicecontribution rate amortizes the unfunded (overfunded) actuarial liability (asset) over the applicable period for that cþ.Both the normal cost and prior service contribution rates include recognition of the projected impact of annuallyrepeating benefits, such as Updated Service Credits and Annuity Increases.The Town contributes to the TMRS Plan at an actuarially determined rate. Both the employees and the Town makecontributions monthly. Since the Town needs to know its contribution rate in advance for budgetary pu{poses, there is aone-year delay between the actuarial valuation that serves as the basis for the rate and the calendar year when the rategoes into effect. The annual pension cost and net asset are as follows:Three Year Trend InformationAnnualPensionCost (APC)PercentofAPCContributedNet PensionObligation(t{pO)201t20122013$43392,523436,397549,899407,379446,794543,431t04%l02o/o99%(36,046)(46,443)(39,97s)$$ TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 11: Texas Municipal Retirement System - continued556,517(3,251)(3,367)549,899(543,431)6,468(46,443)(39,975)The net pension asset has not been recorded in the Town's financial statements due to its immaterialityThe required contribution rates for fiscal year 2013 are determined as part of the Decemb er 3l , 2010 and 201 I actuarialvaluations. Additional information as of the latest actuarial valuation, December 31,2012, also follows:Actuarial AssumptionsValuation Datet2/31120t0t2/3U20tlt2l3v20t2Actuarial Cost MethodProjected Unit Credit Projected Unit Credit Projected Unit CreditAmortization MethodLevel Percent ofPayroll Level Percent ofPayroll Level Percent ofPayrollAnnual Required Contribution (ARC)Interest on Net Pension ObligationAdjustment to the ARCAnnual Pension Cost (APC)Contributions MadeIncrease (Decrease) in net pension obligationNet Pension Obligation / (Asset), Beginning of YearNet Pension Obligation / (Asset), End of Year$$GASB 25 Equivalent SingleAmortization PeriodAmortization Period forNew Gains/LossesAsset Valuation MethodActuarial Assumptions:Investment Rate of Return*Projected Salary Increases**Includes Inflation at22.5 years - ClosedPeriod25 Years1O-Year SmoothedMarket7.0%Vanes by age andservice21.5 years - ClosedPeriod25 Years1O-Year SmoothedMarket7.0%Vanes by age andservice20.5 years - ClosedPeriod25 Years10-Year SmoothedMarket7.0%Vanes by age andservice3.00%3.00%3.00%Cost-of-Living Adjustments 2.lYo 2.1% 2.1%Funded Status and Funding ProsressThe schedule of funding progress below presents multi-year trend information about whether the actuarial value of theplan assets is increasing or decreasing over time relative to the actuarial accrued liability of benefits.44 TO\ryN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 11: Texas Municipal Retirement System - continuedActuarialValuationDatet2/31/20t0t2/3t/20t1l2/31/20t2ActuarialValue ofAssets(a)6 3,175,2494,072,7905,094,120ActuarialAccruedLiability(AAL)(Ð$ 4,606,1995,493,3076,472,943Unfunded(Overtunded)AAL(UAAL)ft-a)$ 1,430,9501,420,5171,379,723FundedRatioh/b\CoveredPayrollLc)UAAL as aPercentageofCoveredPayroll((b-a)/c)37.4%34.lYo30.0%68.9% $74.l%o78.7%3,929,4224,160,go74,590,015Actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability ofevents far into the future. Actuarially determined amounts are subject to continual revision as actual results arecompared to past expectations and new estimates are made about the future.Actuarial calculations are based on the benefits provided under the terms of the substantive plan in effect at the time ofeach valuation, and reflect a long-term perspective. Consistent with that perspective, actuarial methods andassumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities andthe actuarial value ofassets.Note 12: tr'und BalanceThe Town classifies governmental fund balances in accordance with Government Accounting Standards Board(GASB) Statement No. 54, Fund Balance Reporting and Govemmental Fund Type Definitions:Nonspendable fund balance includes amounts that either (a) are not in a spendable form or (b) are legally orcontractually required to be maintained intact.Restricted fund balance includes amounts for which constraints have been placed on the use of the resources either (a)externally imposed by creditors (such as through a debt covenant), grantors, contributors, or laws or regulations ofother governments, or (b) or imposed by law through constitutional provisions or enabling legislation.Committed fund balance includes amounts that can be used only for the specific purposes determined and approved bypassage of a formal resolution of the govemment's highest level of decision-making authority, the Town Council.Commitments may be changed or lifted only by the government taking the same formal action that imposed theconsfaint originally. In accordance with Town Charter, an amount equal to twenty percent of total general fundexpenditures has been identified as committed.Assigned fund balance includes amounts intended to be used by the government for specific purposes. Pursuant toOrdinance l1-66, the Town Council designated the Town Manager or his/her designee as the official authorized personto assign fund balance. In governmental funds other than the general fund, assigned fund balance represents theamount that is not restricted or committed. At September 30,2013 the Town had assigned fund balances for specificpurposes including parks and recreation in the amount of $1,476,688.Unassigned fund balance is the residual classification of the general fund and includes all amounts not contained in theother classifications.The Town uses restricted amounts ftst when both restricted and unrestricted fund balances are available. Additionally,the Town would use committed, then assigned and lastly unassigned amounts of un¡estricted fund balance whenexpenditures are made.The Town's financial goal is to achieve and maintain an unassigned fund balance in the general fund equal to twenty-five percent of budgeted expenditures, but may be reduced down to ten percent in unusual financial circumstances witha conective five-year plan to restore the fund balance back to twenty-five percent.45 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2073Note 13: Prior Period AdjustmentsThe Town decided to early implement GASB Statement No. 65, Items Previously Reported as Assets and Liabilitiesduring the year ended September 30,2013. Prior to implementation, the Town capitalized bond and other debt issuancecosts in the government wide and proprietary fund financial statements when incurred and subsequently amortized theresulting asset over the life of the bonds. The Statement requires that such items now be expensed as incurred, includingwriting off balances previously capiølized. The following table illustrates the effect of the prior period adjustments atSeptember 30,2013.GovernmentalActivitiesWater and SewerFundBusiness-typeActivitiesAs previously stated September 30,2012 $Expensing ofbond issuance costs in accordance withGASB 6561,078,750 $ 14,889,959 $(485,121)(318,475)Beginning fund balance October 1,2012 as restated $ 60,593,629 $ 14,571,483 $t4,829,527Note 14: Upcoming Accounting PronouncementsIn June 2012, rJne GASB issued Statement No. 68, Accounting and Financial Reporting þr Pensions, an amendment ofGASB Statement 27. This Statement requires governments providing defined benefit pension plans to recognize theirlong-term obligation for pension benefits as a liability on the statement of net position and to more comprehensively andcomparably measure the annual costs of pension benefits. This Statement will require the Town to record a liability andexpense equal to their proportionate share of the collective net pension liability and expense for the TMRS plan. ThisStatement requires the use of the entry age normal method to be used with each period's service cost determined as alevel percentage of pay and requires certain other changes to compute the pension liability and expense. This Statementalso requires revised and new note disclosures and required supplementary information (RSI) to be reported byemployers. The provisions of this Statement are effective for periods beginning after June 15,2014.The Town will fully analyze the impact of this new Ståtement prior to the effective date for the Statement listed above15,148,002(318,475)46 TOWN OF PROSPER, TEXASSchedule ofRevenues, Expenses and Changes in Fund Net PositionBudget and Actual - Water and SewerFor the Year Ended September 30,2013Water and Sewer FundOriginalBudgetFinalAmendedBudgetActualBudgetBasisVarianceV/ith FinalBudgetPositive(Negative)OPERATING REVENLIESWater and sewer chargesSanitation chargesVy'ater and sewer connectionsService initiationMiscellaneousTotal Operating RevenueOPERATING EXPENSESPersonnel servicesMaterials and suppliesContractual servicesTotal Operating ExpensesOperating Income (Loss)NON.OPERATING REVENUES(EXPENSES)Interest revenueInterest expense and fiscal chargesBond issuance costTotal nonoperating revenues(Expenses)$6,743,500 $770,000300,00032,00225,5006,934,276 $774,000484,44942,0027,37t,604 $89 1,1 60559,1 g653,3379 1,135437,328I 17,16074,737I1,33518,035t51007,g7l,oo29,307,9278.966,422658,595845,725245,0473"734,0355,100,3495,046,2024,824,907770,6533,261,6254,141,615879,990949,891393,5003,756,959923,367355,'7003,967,135(22,358)I10,653133,100221,395)30,000(1,596,847)137,745(1,596,847)t72,lt8(551,150)(102,1 l0)34,9731,045,69',7/r02,1 l0)(1,566,847) (1,459,102)INCOME BEFORE TRANSFERS1,203,9061,902,523TRANSFERSNet transfers inl(out)(79t,320)Total Transfers(79t,320)s 412,486 $Change in net positionReconciliation to generally accepted accounting principles (GAAP)DepreciationChange in net position (GAAP basis)Net position, beginning, restatedNet position, ending(79t,320)113,627904,9471,011,2033,774,700 S 2,763,497(616,513)3,1 58,1 8714,571,483(480,542)3,661,0731,858,550978,560(791,320\t13,627904,94747s 17,729,670 TOWN OF PROSPE& TEXASSchedule ofRevenues, Expenses and Changes in Fund Net PositionBudget and Actual - Storm DrainageFor the Year Ended September 30,2013Storm Drainase FundOriginalBudgetFinalAmendedBudgetActualBudgetBasisVarianceV/ith FinalBudgetPositive(Negative)OPERATING REVENUESStorm drainage utility feesTotal Operating RevenueOPERATING EXPENSESPersonnel servicesMaterials and suppliesContractual servicesTotal Operating ExpensesOperating Income (Loss)NON-OPERATING REVENUES(EXPENSES)Interest revenueInterest expense and fiscal chargesTotal nonoperating revenues(Expenses)42,71534,45051,45027,51234,45051,450$208,000 $208,000 g 223,691 $ 15,691208,000208,000223,69r15,69128,22913,37774,234(717)21,073(22,784)128,615tt3,4t2115840t07851(2,428)79,38594,58813,2631,000(106,9 I 8)2,000(106,918)2,344(78,918)28,000344(105,918)(104,918)(76,574)28,344INCOME BEFORE TRANSFERS(26,533)(10,330)TRANSFERSNet transfers inl(out)(12,780')(12,780)Total Transfers(12,780)(r2,780)Change in net position$(3e,3r3) $(23,1t0)Reconciliation to generally accepted accounting principles (GAAP)DepreciationChange in net position (GAAP basis)Net position, beginning, restatedNet position, ending31,27741,607(40,540)(27,760)(40,540)(27,760)(9,263) $ ___l-:,847_(3,420\(12,683)258,044$245,36148 STATISTICAL SECTION STATISTICAL SECTIONThis part of the Town of Prosper's comprehensive annual financial report presents detailed information as a context forunderstanding what the information in the financial statements, note disclosures, and required supplementaryinformation says about the government's overall financial health.ContentsPage49Financial TrendsThese schedules contain trend information to help the reader understand how thegovernment's financial performance and well-being have changed over time.Revenue CapacityThese schedules contain information to help the reader assess the government'smost significant local revenue source, the property tax.59Debt CapacityThese schedules present information to help the reader assess the affordabilityof the government's current levels of outstanding debt and the govemment's abilityto issue additional debt in the future.65Demographic and Economic InformationThese schedules offer demographic and economic indicators to help the readerunderstand the environment within which the government's financial activitiestake place.7lOperating InformationThese schedules contain service and infrastructure data to help the reader understandhow the information in the government's financial report relates to the services thegovernment provides and the activities it performs.t5Source: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financialreports for the relevant year. Town ofProsper, TexasNet Position by ComponentLast Ten Fiscal Years(accrual basis of accounting)(amounts expressed in thousands)2004$$Governmental activitiesNet investrnent in capital assetsRestrictedUnrestrictedTotal governmental activities net positionBusiness-type activitiesNet investment in capital assetsRestrictedUnrestrictedTotal business-type activities net positionPrimary governmentNet investment in capital assetsRestrictedUnrestrictedTotal primary goverïment net positionSource: Town financial statementsFiscal Year200520062007587t3l1,246I,l 192233,221s 1,22512,226(6,941\$ 7068,1501,861$ 10,717$ 1,964 $ 4,563 $ 6,510$$$$2,728JJ9452,765323,750402,8624,609393,242t99i__uqq_$ 3,996 S 6,652 $ 7,890$ 3,315t642,lgl$ 5,670$ 3,884 $4,91512,266(4,079)5,3 l58,1 89$2554,420$ 8,5595103$ 13,162$ 18,60749 20082009201020tt20122013I 33,4229,8094,693g 37,3669,3596,979$ 41,79810,8498,432$ 46,9189,89210,183s 47,924$ 33,9198,4403,704$ 46,063$ 37,2715,9528,410$ 51,633$ 53,704 $ 61,079 $ 66,993$$3,321426,3386,804445,9296,0589,090$ 5,704$ 5,6157,695s 12,6435,332_s t?9ß_$6,034$ 9,701 $ 12,777 $ 11,738$ 13,310 $ 15,148s 36,7439,8511 1,03 140,7238,4849,633s 42,9755,952$s 57,625 $ 58,84014,444$ 63,371$ 42,9819,35914,674_$ 67W_$ 47,85610,84917,522_8 762n_$ 59,5619,88215,515$ 84,95850 Town ofProsper, TexasChanges in Net PositionLast Ten Fiscal Years(accrual basis of accounting)(amounts expressed in thousands)Fiscal YearExpensesGovemmental activities:General governmentPublic SafetyTransportationCulture and RecreationInterest on long-term debtTotal governmental activities expensesBusiness-type activities :'Water, Sewer and sanitationTotal business-type activities expensesTotal primary government expensesProgram RevenuesGovernmental activities:Charges for services:General governmentPublic SafetyTransportationCulture and RecreationOperating grants and contributionsCapital grants and contributionsTotal govemmental activities program revenuesBusiness-type activities :Charges for services:'Water, sewer and sanitationTotal business-type activities program revenuesTotal primary government program revenuesNet (expense) revenueGovernmental activitiesBusiness-type activitiesTotal primary government net expense6381,285414l71951,2291,9052362442521,4922,089417125516200620079341,601230492763,0903,7664,63920042005$$$$2,5491,5342,3812,6523,8891,5342,3812,6523,8894,0935,4716,4188,5288023482932t1231,3 1g348221ll55592,3631591,0476805471,852304412982661,5972,5612,9324,7961,5222,2433,6033,4447,5222,2433,6033,4443,1 0g4,9046,5358,240t57(e62)(rz)$ (e74)(s2e)(138)(834)951$ (667) $ ttz(44s)$ (288)51 200820092010201120122013$$$2,0632,485r,4441304592,7643,3297,3564441,2766,5819,169$ 3,0754,1092,3707281,13911,420$ 2,7854,3411,6161,5461,10871,3962,1933,8691,6099r7895$ 2,8905,0521,8251,9961,3 l89,48312,9714,0764,46051405,3325,4766,2934,0764,46051405,3325,4766,29310,65713,62914,62316,75216,872 19,2641,440t624854184525613606723972,2248264003502,9081,9923122665,3562,2103521,3972935,7162,9572,3183,2934,4847,9268,3734,50',747205,3937,2388,021 9,0994,50747205,3937,2388,0219,0997,4647,0388,68611,72215,947 t7,472(3,624)431(6,851)260(6,190)253(6,936)1,906(3,470)2,545(4,598)2,906$ (3,193)$ (6,s91) $ (s,937) $ (5,030) $ (925) g (r,792)52 Town of Prospero TexasChanges in Net PositionLast Ten Fiscal Years(accrual basis of accounting)(amounts expressed in thousands)Fiscal YearGeneral Revenues and Other Changes in Net AssetsGovernmental activities :TaxesProperty taxesSales taxesFranchise taxesImpact fees and escrow feesInvesûnent incomeMiscellaneousGain/(Loss) on sale of capital assetTransfersTotal governmental activitiesBusiness-type activities :Invesürrent incomeMiscellaneous incomeGain/(Loss) on sale of capital assetTransfersTotal business-type activitiesTotal primary governmentChange in Net PositionGovernmental activitiesBusiness-t1pe activitiesTotal primary governmentSource: Town financial statements2004200520062007$$$$8709711627959(284)1,5741,4072061,6861,50920t3,0151,20830428963(s)(406)s743761,10779(1,565) (1,553)1,8573,1282,7814,160t2t2t32JJ40658821,5651,5532843084291,7051,7182,1653,5574,4965,878895296, sqq2911,9472,6564,3171,273$ 1,191 $ 2,890 $ 4,603 $ 5,59053 20082009201020112012 2013$(1,237)7,359$(2,708)4,9904,4291,2883411,828s96tt45,2961,077428367456745,5051,3093992,689338ll65,9861,32142s53155530$$$6,3921,942s05628162864s 7,3142,479520t67582(73)1510,3704343528,90410,845 10,ggg1093374395347t759l966065431,2372,108(15)(434)(3s2)(1e6)731,3798,7382,81698(334)3397,80610,4688,57010,649 11,3273,7351,810(1,861)3,0764,1803511,9691,5727,3752,3496,3893,145$ 5,545 $ 1,215 $ 4,531 $ 3,540 g 9,724 $ 9,53454 Town ofProsper, TexasFund Balances of Governmental FundsLast Ten Fiscal Years(modified accrual basis of accounting)(amounts expressed in thousands)tr'iscal Year20042005 200620072008General FundReservedUnreservedNonspendableCommittedUnassignedTotal general fundAll other governmental fundsReservedUnreserved, reported in:Capital Project fundsImpact Fee FundsSpecial revenue fundsNonspendableRestrictedDebt ServiceCapital ProjectsAssignedSpecial revenue fundsTotal all other governmental fundsSource: Balance Sheets--Governmental Funds in Town CAFRs.1,1811,821$ 1,181 $ 1,821 s 2,929 $ 3,093 $ 4,007$$$742,855593,034183,989$$$ r:r s 223 $ 3ls $ s81 $ 6223,60447810,0111,8263,8191,6243,1604,2902,2336,936s 4,213 $ 5,666 I t2,t52 $ 8,031s 9,79155 $$2009201020rlI5,568201291,7155,35620134,39816,9205,89334,969$$$)11,8555,201$ 4,398 S 4,971 $ 5,569 $ 7,080 $ 7,083s 2,557 I 577 S 737 $89016,83 g1,172$ 18,905$1,18717,7991,477s 20,4635,348$ 25,360 S t6,l2t $ 16,2565,3376,2393,9686J,895,276556 Town of Prosper, TexasChanges in Fund Balances of Governmental FundsLast Ten Fiscal Years(modified accrual basis of accounting)(amounts expressed in thousands)Fiscal YearRevenuesTaxesLicenses and permitsIntergovernmentalCharges for servicesFines and forfeituresInvestrnent EarningsContributionsMiscellaneousGrantsTotal RevenuesExpendituresGeneral governmentPublic safetyTransportationCulture and recreationCapital outlayDebt servicePrincipalInterestOther chargesTotal ExpendituresExcess ofrevenues over (under)expendituresOther financing sources (uses)Transfer inTransfer outProceeds from insuranceProceeds from debt issuancePremium (discount) on debt issuancePayments to Bond Escrow AgentCapital LeasesNet other financing sources (uses)Net change in fund balancesDebt service as a percentage ofnoncapital expenditures$ 2,0051,1241112439879t2'1$ 3,186r,9762762459328972$$6,0343,925452161247596506,1007,26610,482 ll,52g2004200s200620074,5003,9645001561311,107457920083,3832,429JJ3041065746t376$3,7316241,09917671,9428191,34216526770l,l7g1,594210293781,4661,871t7'7928,3382,0032,1943s2972,10818118418933622t257399481386493_4,2133,6473,867 12,9237,634(482) 2,4533,399(2,341) 3,895292(s76)2s0(6s6)(1,565)5,760(l,553) (1,237)4,003304548t43,749(361) 4,195 (1,505) (7,223)8 3,267 S 2,092 S 7,594 $(3,846) $ 2,672t6.t%18.2o/o13.7%19.6%159%Source: Statement of Revenues, Expenditures, and Changes in Fund Balance for Governmental Funds57 2009201020tt20122013$ 6,738 $7,7586701,1091,8093931542721152858,8501,5712,8632,86154t1603482861982,2253,0072573792,9432,7503,8791,2696534,1122,7984,1445118997,6607,2646721,1092,858227339451161,070$ 10,2201,7521,7303,066647t661,12957049$$55058497623945659742789,954 13,70012,56517,67819,3292,1733,64850381413,t745271,6002,9464,652s231,1679,7734848939361,101591,3181,0798l1,3961,15315810,188 22,439 14,759 lg,4g021,668(234) (8,739) (2,194)(812) (2,339)(2,940)13,9002,460(2,445)1,066(667)4262,045ll2323,509(3,177)7504,712242(1,064)6,057(6,150)l27,710t69(3,899)4t5811,233732,8g14,9723,899$l0,ggg $(8,666) $ 687$1,560t9.0%23.0%t9.t%21.4%$ 4,16022.1%58 Town of Prosper, TexasGeneral Govemmental Tax Revenues By SourceLast Ten Fiscal Years(modified accrual basis of accounting)(amounts expressed in thousands)FiscalYearPropertyTaxSalesTaxFranchiseTaxTotal870 $1,5741,6863,0154,4295,2965,5046,0r26,4037,223Source: Town CAFRs and detailed financial records200420052006200720082009201020lt20122013$971 $1,4071,5071,2091,2881,0771,3091,3211,9422,478t62 $2062013043414283994245055202,0033,1873,3944,5276,0596,9017,2127,7578,95010,22159 Town ofProsper, TexasAssessed Value and Estimated Actual Value of Taxable PropertyLast Ten Fiscal Years(amounts expressed in thousands)FiscalYearEndedTotal EstimatedMarket Valueas AssessedEstimated Estimated Less:Market Value Market Value Tax ExemptTotal TaxablerAssessedValueTaxable AssesedValue as a 7oof EstimatedMarket ValueTotalDirectTaxRateRealProperty PersonalProperty RealProperty2004 $20052006200720082009201020tt20t22013315,804 $389,550562,960922,0561,280,4901,502,656l,54g,gg71,651,6761,753,5221,905,100303,034 $373,458541,335gg5,67l1,249,2291,470,009l,516,l691,618,1791,719,1901,965,37012,770 S16,09221,62526,39531,26232,64733,71833,49734,33239,73059,605 $76,950156,664353,0t7461,769507,992503,338504,888522,150557,691256,199312,600406,296569,039818,721994,6641,046,549l,146,7gg1,231,3721,347,4090.479700.405390.498820.520000.520000.520000.520000.520000.520000.5200081.t3%80.25%72.17%61.71%63.94%66.t9%67.52%69.43%70.22%70.73%Source: Collin and Denton County Appraisal District Certified Totals and Collin County Tax Assessor-Collector Tax RollstTaxable Assessed Values are net of local option over-65 exemptions, state mandated agricultural exemptions, anddisabled veterans' exemptions. This amount may include senior tax freeze ceiling amounts.60 Town of Prosper, TexasProperty Tax RatestDirect and Overlapping2 Governments(per $100 ofassessed value)Last Ten Fiscal YearsTown of Prosper Tax RateOverlapping Tax RatesFiscalYearGeneralGovernmentDebtServiceTotal.ProsperISDCollinCountyCollinCollegeDentonCounty200420052006200720082009201020lt20t220t30.2912600.2208360.3142680.2449250,2149890.2059t60. I 852580.2030630.2030860.1938091.9515001.97s3101.8000001.6700001.6700001.6400001.630000r.6700001.6700001.6700000. l 884400.1 845490.t845490.27s0750.3050110.3140840.33474203169370.3r69140.32619r0.4797000.4053850.4988170.5200000.5200000.5200000.5200000.s200000.5200000.5200000.2500000.2s00000.2450000.2450000.2425000.2425000.2400000.2400000.2400000.237s000.0906460.0894220.0876830.0869840.0864930.0863000.0863000.0863000.0862990.0836430.2548000.2464800.2319200.2358900.235'7700.2498000.2739000.2773570.2828670.2849t4Source: Collin County and Denton County Appraisal DistrictslTax rate is per $100 of taxable assessed value2Overlapping rates are those of local and county govemments that apply to property owners within the Town of Prosper,6l Total Direct& OverlappingRatesCollin CountyTotal Direct& OverlappingRatesDenton County2.7718462.7201172.6315002.5219842.5189932.4888002.4763002.5163002.5162992.51t1432.6860002.6271752.s307372.4258902.4257702.4098002.4239002.4673572.4728672.47491462 Town of Prosper, TexasProperty Tax Levies and CollectionsLast Ten Fiscal YearsCollections within theFiscal Year of the LevyTotal Collections to Datetr'iscal YearEndedTotal TaxLevy forFiscal YearPercentageofLevyCollections inSubsequent YearsPercentageof LevyAmountAmount200420052006200720082009201020tl20t2201398.30%99.25%98.74%9832%98.48%98.66%98.77%99.44%99.11%99.24%13,6799,25918,58 149,01465,89069,93666,25933,50156,535999%993%999%t00.0%100.0%100.0%100.0%100.0%t00.0%99.2%$ 860,692l,56l,g7g1,664,7282920,1454,345,2645,2lg,g5l5,404,3695,932,3596,380,0377,036,147$ 846,0981,550,2741,643,7242,971,1314,279,3745,149,0155,338,1095,ggg,g576,323,5026,982,797$s 859,7771,559,5331,662,3052,920,1454,345,2645,218,9515,404,3695,932,3586,380,0376,982,797Note: Taxes stated are for General Fund and Debt Service Funds.63 Town ofProsper, TexasPrincipal Properfy TaxpayersFiscal Year End 2013 and200420132004TaxpayerTaxableAssessedValueTaxableAssessedValuePercentage ofTotal TaxableAssessedValuePercentage ofTotal TaxableAssessedRank ValueRankVy'estem Rim InvestorsFirst Texas Homes Inc.Five SAC Self-Storage Corp.Rosebriar Prosper Plaza LPSaddle Creek Investrnents LTDProsper Land Company LTDPreston Development LTDDeion SandersDa'Hood TrustCC Joint Ventures LTDs 44,617,7917,487,6396,940,4r76,917,1516,069,3715,897,6335,417,2425,364,5224,594,2174,443,3532123456789l0J456789l03.31%056%052%O,'TYO0A5%0.44%0.40%0A0%0.34%033%1PDC 380 Prosper LTDLennar Homes2002 Tuscany Partners LPHope Lumber & Supply Co.Hope Lumber & Supply Co. LPSouthern Star Concrete Inc.Lattimore Materials Co.Mahard Grain Co.Totals$ 97,748,335Source: Collin and Denton County Appraisal Districts7.25Yo $ 38,055,860s 10,372,563$ 9,756,8812,654,9192,563,4372,337,4272,334,2022,271,4792,060,976l,g0g,9461,794,1314.05%3.81%1.04%r.00%0.91%0.91%0ß9%0.80%0.75%0.70%14.85%64 Town ofProsper, TexasRatios of Outstanding Debt by TypeLast Ten Fiscal Years(amounts expressed in thousands, except per capita amount)Governmental ActivitiesBusiness Type ActivitÍesFiscalYearGeneralObligationBondsNotesCapitalLeasesRevenueBondNotesCertificates ofOblÍgation2004200520062007200820092010201t20t220135,5945,521ll,2l410,99310,69224,13622,25921,35519,65518,9094032981881r8,5468,44414,59114,27213,81313,19413,91513,l7g18,79923,249$$$$$JJt7$50743l3031345l2t4,5528,2162,0451,7651,425Note: Details regarding the Town's outstanding debt can be found in the notes to the financial statements.I See the Schedule of Demographic and Economic Statistics for personal income and population data.N/A: Data not available at the time of this publication65 TotalPrimaryGovernmentPercentageof PersonalIncomelPerCapital$$14,61614,35426,01425,36624,52637,36436,22536,60044,77051,799lt.2%7.8%10.8%8.8%7.8%tt.5%n nî/t.t /o6.3%65%N/A4,7153,5014,9554,1933,8625,2633,8443,2803,6733,87166 f iscalYearGeneralObtigationBondsTown ofProsper, TexasRatios of General Bonded Debt OutstandingLast Ten Fiscal Years(amounts expressed in thousands, except per capita amount)CertificatesOtherNotes orObligationsObligationPerofPercentage ofActual TaxableValue ofPropertytTotalCapita¿200420052006200720082009201020tl201220134,5528,2165,5845,521ll,2l410,99310,69224,136)) J\O21,35579,65518,9094533722t91013l34512,0661,7651,4256,0375,9931r,43311,09410,71324,17022,31023,42125,97228,5502.36%r.89%2.81%t.9s%r3t%2.43%2.13%2.04%2.tt%2.12%1,9471,4372,1781,8341,6873,4042,3682,0992,1312,134$$$$$Note: Details regarding the Town's outstanding debt can be found in the notes to the financial statements.I See the Schedule of Assessed Value and Estimated Actual Value of Taxable Property for property value data.2 Population data can be found in the Schedule of Demographic and Economic Statistics67 Town of Prosper, TexasDirect and Overlapping Governmental Activities DebtAs of September 30,2013Governmental UnitDebt repaid with property taxes:Prosper Independent School DistrictCollin CountyCollin CollegeDenton CountySubtotal - overlapping debtTown ofProsper direct debtTotal direct and overlapping debtDebtOutstandings 233,531,55',7393,350,00037,694,245.0001,260,820,802$ 28,549,999EstimatedPercentageApplicablelEstimatedShare ofOverlappingDebts 153,920,6497,670,325735,0381,430,999163,757,00028,549,999$ 192,306,99965.91%r9s%r.95%0.24%100%Source: Outstanding data for other entities from Municipal Advisory Council of Texas estimate on 10/2013 repoft.Actual amounts of overlapping debt vary based on entity paym.ent schedules and any new issuances.Note:Overlapping governments a¡e those that coincide, at least in part, with the geographic boundaries of the Town. Thisschedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents andbusinesses of the Town of Prosper. This process recognizes that, when considering the government's ability to issue andrepay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However,this does not imply that every taxpayer is a resident, and therefore responsible for repaying the debt, of each overlappinggovernment.lThe percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentageswere estimated by determining the portion of the government's taxable assessed value that is within the governmenfsboundaries and dividing it by the government's total taxable assessed value.68 Town of Prosper, TexasLegal Debt Margin InformationLast Ten Fiscal Years(rates rounded to 4 places)20042005200620072008Tax Rate Limit$1.s0 $r.s0 $1.s0 $1.50 $ 2.50Total Tax Rate0.47970.40540.49880.52000.5200Available Tax Rate$ r.0203 $ 1.0946 $ 1.0012 $ 0.9800 $ 1.9800Note: The Torvn Charter does not provide for a debt limit.For FY 2002 -FY 2001 , under Article XI, Section 4 of the Texas Constitution, the maximum tax rate under general law charter is$1.50 per $100 assessed valuation.For FY 2008- Present, under Article XI, Section 5 of the Texas Constitution, the maximum tax rate under a home rule charter is$2.50 per $100 assessed valuation.No direct bond debt limitation is imposed on the Town under current state law or the Town's Charter.69 2009201020lr20122013$2.s0 $ 2.s0 $2.50$2.50$2.s00.52000.52000.s200 0.s2000.5200$ r.9800 $ 1.9800 $ 1.9800 $ 1.9800 $ 1.980070 Town ofProsper, TexasDemographic and Economic StatisticsLast Ten Fiscal YearsFiscalYearPopulationrPersonalrncome2PerCapitaPersonalIncome2(expressed inthousands)SchoolEnrollment3UnemploymentRatea200420052006200720082009201020tt20t220133,100 $4,1005,2506,0506,3507,1009,423I 1,16012,19013,380t30,721 $183,942241,064289,104313,963325,776467,654584,996694,066N/A42,t6944,86445,91747,88549,44345,98449,62952,41956,117N/A1,3001,4751,9252,1002,9003,2203,5',153,6275,3536,4024.8%4.6%4.2%3.9%4.8%7.6%'1.1%7.1%s.7%5.t%lPopulation data estimates from the North Central Texas Council of Governments2Per capita personal income data not available specific to Prosper. Used Collin County data from Bureau of Economic Analysis toestimate3Enrollment data comes from Prosper ISDaAnnual Unemployment Rate updated to Collin County data from the Texas Workforce CommissionN/A: Data not available at the time of this publication7l Town of Prosper, TexasPrincipal EmployersCurrent Year2013EmploverProsper ISDTown ofProsperGentle CreekDairy Manufacturers, Inc.Mahard Egg FarmProBuildLattimore MaterialsCVSCrossland ConstructionProsper BankEmplovees76612252353l3026252012RankI2J456189l0Percentageof Total TownEmplovment57.25%9.12%3.89%2.62%2.32%2.24%134%1.87%1A9%0.90%83.630/0TotalI,ll9Source: Prosper EDC, Self-reported by Employers & StaffEstimateN/A: Data not available for 2004 at the time of this publication72 Town of Prospero TXOperating Indicators by FunctionÆrogramLast Ten Fiscal Years(dollar amounts below expressed in thousands)FunctionÆrosramGeneral GovemmentBuilding Inspection PermitsCommercial ConstructionNumber of UnitsTotal dollar value of permits issuedAverage ValueResidential ConstructionNumber of UnitsTotal dollar value of permits issuedAverage ValuePublic SafetyPolicePhysical ArrestsTraffic CollisionsFireTotal Incidents/Calls for ServiceFireOverpressure/ExplosionRescue & EMSHazardous ConditionService CallGood Intent CallFalse Alarm & False CallSevere Weather & Natural DisasterSpecial IncidentFire MarshalFire InspectionsFire Safety ProgramsMunicipal CourtNumber of cases filedNumber of cases closedPublic WorksVy'ater & Sewer'Water CustomersWastewater CustomersFiscal Year2004 2005 2006 2007 2008 2009N/AN/AN/A15$ 5,630 $$ 37s$236,195 $269 $l44,721337N/AN/AN/A310N/A $ l2s,N/A $t414,410 $1,029 $177N/AN/A340 338180 $ t09,l4l $368 $ ¡Z¡ $22799,110 $437 $20462,87030832956t32847115887678741453',79361168087J148128901666t324576646291,0598251,7431,5921,7621,707901)6499576341292539155452JN/A78443889264656I3343810459522N/AN/AN/AN/AN/A94371,12397948421232l2754425604942Jl89N/AN/AN/AN/A8827961,2778671,6561,1732,0131,4932,3801,8422,6642,0072,9932,137Source: Town of Prosper Department StaffN/A: Data not available at the time of this publication.t) 8$ 3,150 $$ 394$1314,341 $1,103 $2ts 4,219$ zot2010 20tt 2012 20132t28,3851,352299s 79,232$ 26s347$ 100,084$ 288445$ 172,757$ 388483s 195,257$ 4041s0138109l5l111174991297764239930147619521,04663144t382341,122671158534t931001321,06345659720t969496J685t0764l3rt242278144,4183,56840223659202,0501,5043,0802,3332,0251,8333,4312,6721,6451,68 82,llg1,8723,8533,08474 Town of Prosper, TexasFull-time Equivalent Town Government Employees by FunctionLast Ten Fiscal YearsFiscal Years2004 200s 2006 2007 2008 2009 2010 20tt 20122013GENERAL ['UNDAdministrationCode ComplianceCourtDispatchEngineeringFireFire MarshalInspectionsLlbraryParksPlanningPoliceStreetsTotal General tr'undaJ1I5II1.5I7I2282251II.5I611I924Ii8.5;1I724II8.5Ji6251III8.5I8I2Jl126.5II7I20I71.58)l526.51I7Il9I6II2t225.5II7I8.5I61421125.5II6I8.5I6I4Jl025.;)6It9 27 30 38 44 56 60 61 6874ENTERPRISE F'UNDSStorm DrainageutilityBillingWastewaterWaterTotal General Fund2a5;25;25I25134;2i1I2)5I537I2.5588824999 10 13 16.5CAPITAL PROJECTS FUND11I12t 31 38 46 53 6670 72 81 91.5Source: Town ofProsper Annual Budget75 FINANCIAL SECTION llid nnuis Kinard kCo,pcc E R rI F I E D P uB L I c ^ t 6:"i,i.W;. Knoø:redse.First Financial Bank Building400 Pine Street, Ste. 600, Abilene, TX79607325.672.4000 / 800.588.2525 / f: 325.672.7049www.dkcpa.comIndependent Auditor's ReportTo the Honorable Mayor and Members of the Town CouncilTown ofProsper, TexasWe have audited the accompanying financi¿l statements of the governmental activities, the business-type activities, thediscretely presented component unit, each major fund, and the aggregate remaining fund infonnation of the Town of Prosper,Texas (the Town), as of and for the year ended September 30,2013, and the related notes to the financial statements, whichcollectively comprise the Town's basic financial statements as listed in the table of contents.Management's Responsibility for the F'inancial StatementsManagement is responsible for the preparation and fair presentation of these financial staternents in accordance with accountingprinciples generally accepted in the United States of America; this includes the design, implementation, and maintenance ofinternal contuol relevant to the preparation and fair presentation of financial statements that are free from matenal misstatement,whether due to fraud or error.Auditor's ResponsibilityOur responsibility is to express opinions on these financial statements based on our audit. $y'e conducted our audit inaccordance with auditing standards generally accepted in the United States of America. Those standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the entity's preparation and fair presentâtion ofthe financial statements in order to desþ audit procedures that areappropriate in the circumstanceso but not for the purpose of expressing an opinion on the effectiveness of the entity's internalconJrol. Accordingly, we express no such opinion. An audit also includes evaluating the appropriaténess of accountingprinciples used and the reasonableness of significant accounting estimates made by management, as well as evaluating thãoverall presentation of the financial statements.'We believe that the audit evidence we have obt¿ined is sufficient and appropriate to provide a basis for our audit opinions.OpinionsIn our opinion, the financial statements referred to above present fairl¡ in all material respects, the respective financial positionof the governmental activities, the business-type activities, the discretely presented component unit, each major fun{ and theaggregate remaining fund information of the Town as of September 30,2013, and the respective changes in finaneial positionand, where applicable, cash flows thereof and the budgetary comparison for the general, impact fee anã contribution funds forthe year then ended in conformity with accounting principles generally accepted in the United States of America.1 Other MattersRequíred Supplementary InformationAccounting principles generally accepted in the United States of America require that the management's discussion andanalysis on pages 3 through 1l be presented to supplement the basic financial statements. Such information, although not a partof the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be anessential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, orhistorical context. We have applied certain limited procedures to the required supplementary information in accordance withauditing standards generally accepted in the United States of America, which consisted of inquiries of management about themethods of preparing the information and comparing the information for consistency with management's responses to ourinquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements.V/e do not express an opinion or provide any assurance on the information because the limited procedures do not provide uswith sufficient evidence to express an opinion or provide any assurance.Other InformationOur audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Town'sbasic financial statements. The introductory section, individual fund schedules, and statistical section are presented for purposesof additional analysis and are not a required part of the basic financial statements.The individual fund schedules are the responsibility of management and were derived from and relate directly to the underlyingaccounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditingprocedures applied in the audit of the basic financial statements and certain additional procedures, including comparing andreconciling such information directly to the underlying accounting and other records used to prepare the basic financialstatements or to the basic financial statements themselves, and other additional procedures in accordance with auditingstandards generally accepted in the United States of America. In our opinion, the individual fund schedules are faidy stated inall material respects in relation to the basic financial statements as a whole.The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basicfinancial statements and, accordingly, we do not express an opinion or provide any assurance on them.Ðe*r:, ,(*>^¿ r (3, PcCertified Public AccountantsAbilene, TexasMarch 7,20142 TOWN OF PROSPE& TEXASManagement Discussion and AnalysisAs management of the Town of Prosper, Texas, we offer readers of the Town of Prosper's financial statements thisnarrative overview and analysis ofthe fìnancial activities ofthe Town ofProsper for the fiscal year ended September30,20t3.Financial Highlightsrecent fiscal year by $84,958,228 (net position). Of this amount, 515,515,224 (unrestricted net position) may beused to meet the government's ongoing obligations to citizens and creditors.taxes, impact and escrow fees and capital grants and contributions.fund balances of $27 ,546,220 (made up of $7,082 ,945 in general fund, $6,601,570 in impact fee fund, $ 1,187,365in debt service fund, $9,105,051 in capital projects fund and $3,569,289 in other governmental funds), an increaseof $1,561,050 in comparison with the prior year. The increase is primarily due to $7,710,000 in proceeds fromissuance of bonds. 55,201,205 is unassigned and available for spending at the government's discretion.total general fund expenditures and is available for spending at the government's discretion.Obligation Refunding Bonds for $3,830,000 and the 2013 Certificates of Obligation for $5,235,000.proceeds.Overview of the Financial StatementsThis discussion and analysis is intended to serve as an inkoduction to the Town of Prosper's basic financial statements.The Town of Prosper's basic fmancial statements comprise three components: 1) government-wide financialstatements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains othersupplementary information in addition to the basic financial statements themselves.Government-wide financial statements - The government-wide financial statements are designed to provide readerswith a broad overview of the Town of Prosper's finances, in a manner similar to a private-sector business.The Statement of Net Position presents information on all of the Town of Prosper's assets and liabilities, with thedifference between the two reported as net position. Over time, increases or decreases in net position may serve as auseful indicator of whether the financial position of the Town of Prosper is improving or deteriorating.The Statement of Activities presents information showing how the government's net position changed during the mostrecent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the changeoccurs, regardless of the time of related cash flows. Thus, revenues and expenses are reported in this statement forsome items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unusedvacation leave).Both of the government-wide financial statements distinguish functions of the Town of Prosper that are principallysupported by taxes and intergovernmental revenues (governmental activities) from other functions that are intended torecover all or a significant portion of their costs through user fees and charges (business-type activities). Thegovernmental activities of the Town of Prosper include general government, public safety, public works, recreation,and transportation. The business-type activities of the Town of Prosper include the water and sewer system, as well assanitation collection and disposal and storm drainage. The government-wide financial statements include not only the Town of Prosper itself (known as the primarygovernment), but also a legally separate economic development corporation. Financial information for this componentunit is reported discretely with the financial information presented for the primary government itself. The government-wide financial statements can be found on pages 12 - 14 of this report.Fund financial statements - A fund is a grouping of related accounts that is used to maintain control over resourcesthat have been segregated for specific activities or objectives. The Town of Prosper, like other state and localgovernments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements.The funds of the Town of Prosper can be divided into two categories: governmental funds and proprietary funds.Governmental funds - Governmental funds are used to account for essentially the same functions reported asgovernmental activities in the government-wide financial statements. However, unlike the govemment-wide financialstatements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, aswell as on balances of spendable resources available at the end of the fiscal year. Such information may be useful inevaluating a government's near-term financing requirements.Because the focus of governmental funds is more n¿uro\M than that of the government-wide financial statements, it isuseful to compare the information presented for governmental funds with similar inforrnation presented forgovernmental activities in the government-wide financial statements. By doing so, readers may better understand thelong-term impact of the government's near-term financing decisions. Both the govemmental fund balance sheet andthe governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation tofacilitate this comparison between governmental funds and governmental activities.The Town of Prosper maintains six governmental funds. Information is presented separately in the govemmental fundbalance sheet and statement of revenues, expenditures, and changes in fund balances for the general fund, impact feefund, debt service fund, capital projects fund and contributions fund, all of which are considered to be major funds.The Town of Prosper adopts an annual appropriated budget for its general fund, impact fee fund and contributionsfund. Budgetary comparison statements have been provided for these funds to demonstate compliance with thebudgets.The basic govemmental fund financial statements can be found on pages 15 - 25 of this report.Proprietary funds - The Town of Prosper maintains two types of proprietary funds. Enterprise funds are used toreport the same functions presented as business-type activities in the government-wide financial statements. The Townof Prosper uses enterprise funds to account for its water, sewer, sanitation and storm drainage activities. Proprietaryfunds provide the same type of information as the government-wide financial statements, only in more detail.Budgetary comparison statements for the enterprise funds can be found on pages 47 - 48 of this report.The internal scrvice fund is used to accumulate and allocate costs internally among the Town's various functions. TheTown uses its internal service fund to account for its employee medical reimbursement program. Because theseservices predominately benefit the governmental rather than the business-tlpe functions, they have been includedwithin governmental activities in the government-wide financial statements.The basic proprietary fund financial statements can be found on pages 26 - 29.Notes to the financial statements - The notes provide additional information that is essential to a full understanding ofthe data provided in the government-wide and fund financial statements. The notes to the financial statements can befound on pages 30 - 46 ofthis report.4 Government-wide Financial AnalysisAs noted earlier, net position may serve over time as a useful indicator of a government's financial position. In thecase of the Town of Prosper, assets exceeded liabilities by $84,958,228 at the close of the most recent fiscal year.A portion of the Town of Prosper's net position (70 percent) reflects its investment in capital assets (e.g., land,buildings, machinery and equipment), less any related debt used to acquire those assets that are still outstanding. TheTown ofProsperuses these capital assets to provide services to citizens; consequently, these assets are not available forfuture spending. Although the Town of Prosper's investment in its capital assets is reported net of related debt, itshould be noted that the resources needed to repay this debt must be provided from other sources, since the capitalassets themselves cannot be used to liquidate these liabilities.An additional portion of the Town of Prosper's net position (12 percent) represents resources that are subject toextemal restrictions on how they may be used. The remaining balance of unrestricted net position (18 percent) may beused to meet the government's ongoing obligations to citizens and creditors.At the end of the current fiscal year, the Town of Prosper is able to report positive balances in all categories of netposition, both for the government as a whole, as well as for its separate governmental and business-type activities.Torvn of Prosperrs Net PositionGorrcrnment-Wide(In thousand dollars)GovernmentalActivitiesBusiness-typeActivitiesTotal2013(Restated)2012(Restated)2012201320t22013Current and other assetsCapital assetsTotal assetsDefened charge for debtrefundingTotal outfloua of res ourcestong term liabilitiesOther liabilitiesTotal liabilitiesNet position:Invested in capital assets,net ofrelated debtRestrictedUnrestrictedTotal net position$ 29,615 $68,27797,89288,09646,306 34,029 144,19827,156 $60,93018,318 $27,98815,214 $18,81547,933 $96,26542,37079,745t22,tlst0(10)284228,936 26,320 23,299 19,8431,983 1,163 5,060 3gg30,919 27,483 29,359 19,2413852,2357,0433245,1631,56159,278 46,72446,9t8g,gg210,19341,31310,8488,43259,561g,gg215,51547,05310,84817,52212,6435,7405,332$ 66,983 $ 60,593 $ 17,975 $9,09014,830 $584,958 $75,423 Torvn of Prosper's Changes in Net PositionGorærnment-wide(In thousand dollars)C-rovemmentalActivitiesBusiness-typeActivitiesTotal2013(Restated)2012(Restated)2012201320122013Rerænues:Program revenues:Charges for servicesOperating grants & contributionsCapital grants & contributionsCreneral revenues:Property taxesOthertÐçesOther inconpTotal rerænues$2,5& s935,7162304 $2655,35611,663 $935,71610,3262655,3569,099 $ E,022 S7,314 6,392 7,314 6,3y2z998 2,447 2,ggg 2,M7749 1,655 26 l5q 1,015 1,81119,434 18,419 9,365 8,178 2g,7gg 2ß,5nExpenses:Cæneral govemmentPoliceDispatchCourtFireStreetsParks and recreationLibraryEngineeringCode enforcenentInspectionsPlanningInterest on long-term debtUtilityTotal expensesTransfersChange in net positionNet position - beginning ofyear,restatedNet position - end ofyear60,593 53,219 14,93012,480$ 66,983 $ 60,593 $ 17,975 $ 14,83075,423 65,699$ 84,958 S 75,4231,658 1,712 1,659 1,7121,477 1,197 1,477 l,lg7667 6s7 667 657307 237 307 2372,601 2,250 2,601 2,2501,825 1,616 1,925 7,6161,799 1,462 l,7gg 1,46287 85 87 85208 t44 208 144569 453 569 453160 t49 160 14929s 326 295 3261,318 1,109 1,319 1,1096,293 5,476 ç,293 5,476l2,nt ll,3g7 6,293 5,476 lg,2& 16,973(73)35273(3s2)6,390 7,374 3,145 2,350 9,535 9,7246 aThe following key elements influenced the changes in net position from the prior year:Revenues for FY 2012-13 increased by $2,202,025 or 9 percent in comparison to FY 20ll-12. The increase isprimarily due to increases in charges for services and property taxes. Charges for services increased $ 1,337,658 overprior year. Properfy taxes increased$921,746 from prior year.The majority of the revenues from charges for services were derived from the Enterprise Fund water and sewerservices provided to residents of the Town of Prosper.Governmental ActivitiesGovernmental activities increased the Town of Prosper's net position by $6,389,568.Impact fee collections increased by $767,892 (38 percent) and other capital contributions increased by $609,632(118 percent), primarily due to planned real estate development. Impact fees are included as part of capitalcontribution revenues.Total govemmental activity expenses increased by 51,574,276 (14 percent) during the year primarily due to anincrease in public safety of 5630,674, an increase in parks and recreation of$337,575, and an increase in streets of$208,898.Business-tvpe ActivitiesBusiness-type activities increased the Town of Prosper's net position by $3,145,504.Operating revenue increased 51,092,678 (13 percent) mainly due to increased water sales.Operating expenses increased by $713,303 (15 percent) from the previous year due to an increase in contractualservices.Financial Analysis of the Governmentrs FundsAs noted earlier, the Town of Prosper uses fund accounting to ensure and demonstrate compliance with finance-relatedlegal requirements.Governmental funds - The focus of the Town of Prosper's governmental funds is to provide information on near-terminflows, outflows, and balances of spendable resources. Such information is useful in assessing the Town of Prosper'sfinancing requirements. In particular, unassigned fund balance may serve as a useful measure of a government's netresources available at the end ofthe fiscal year.At the end of the current fiscal year, the Town of Prosper's governmental funds reported combined ending fund balancesof $2'l ,546,220, an increase of $1,561,050 from the prior year. Most of the increase is due to increase in property andsales taxes, impact fees and other developer contributions, and proceeds from bond issuance during the year. Of thecurrent combined ending fund balance,526,977 is nonspendable due to prepaids, $18,986,188 is restricted for debtservice and capital projects, $1,855,162 is committed for contingency in accordance with the Town charter, $1,476,688is assigned for specific purpose such as impact fees and other specific pu{poses, and $5,201,205 is unassigned.The general fund is the chief operating fund of the Town of Prosper. At the end of the current fiscal year, unassignedfund balance of the general fund was $5,201,205. Total unassigned fund balance represents 56 percent of toøl generalfund expenditures. The increase in fund balance of $2,601 is primarily due to increases in properfy and sales tax,licenses and permits, and fines, fees, warrants and seizures, ofßet by transfers out for cash financing of capital projects.The impact fee fund has a total frrnd balance of $6,601,570, which is restricted for capital projects. The decrease in fundbalance of $1,187,021 is due to current year impact fee expenditures and transfers out exceeding impact fee revenuesduring the year.The debt service fund has a total fund balance of $1,187,365, all of which is restricted for payment of debt service. Theincrease in fund balance of $297,733 is primarily due to property tax revenues exceeding bond payments during the year.7 The capital projects fund has a total fund balance of $9,105,051, all of which is restricted for construction. The increasein fund balance of $2,225,335 is primarily due to the issuance of certificates of obligation in the amount of $3,880,000.The contributions fund has a total fund balance of 52,092,061, which is restricted for capital projects. The decrease infund balance of$83,088 is due to current year expenditures and transfers out exceeding contribution r€venues during theyear.Proprietary funds. The Town of Prosper's proprietary funds provide the same type of information found in thegovernment-wide financial statements, but in more detail.Unrestricted net position of the water and sewer fund at the end of the year amounted to $5,109,484. The total increase innet position of the water and sewer fund was $3,158,187. The factors concerning the finances of this fund have alreadybeen addressed in the discussion of the Town of Prosper's business type activities.General Fund Budgetary HighlightsDuring the year, revenues were $1,065,211 more than estimated and expenditures were $576,843 less thanbudgeted.The majority of the excess revenues were in fines and fees, licenses and permits, and miscellaneous. The majority ofexpenditure savings was in streets, followed by parks and recreation, fire, court, and capital outlay. The original budgetincluded no change in fund balance for FY 2013. Amendments to the general fund budget, including approximately $2.2million for cash financing of capital projects, resulted in a budgeted decrease to fund balance of $1,665,107. With thevariances noted above, the actual increase to fund balance was $2,601.Capital Asset and Debt AdministrationCapital assets. The Town of ProspeCs investment in capital assets for its governmental and business-t1pe activities as ofSeptember 30, 2013 is $96,265,007 (net of accumulated depreciation). This investment in capital assets includes land,buildings and systems, and equipment.Major capital asset events during the current fiscal year included the following:Capital asset acquisitions in governmental activities totaled 59,173,234. The majority of this activity was fundedfrom bond proceeds and was for streets, parks, and related infrastructure.Capital asset additions in business-type activities totaled fi9,792,786. The majority of this activity was funded frombond proceeds and was for new water and sewer projects.aaCovemrnentalActivitiesBusiness-typeActivitiesTotal2013@estated)2012@estated)2012201320132012Government-wide cap ital assetsNon-depreciable assetsDepreciable assetsTotal capital assets$13,313 $65,93413,892 $55,61610,778 $21,9591,073 $21,87124,091 S87,89314,96577,48779,247 69,508 3273722,9M lll,984 92,452Less accumulated depreciation (10,970) (8,57E) (4,749) (4,129) (15,719) (12,707)C-rovem ment -wid e cap italassets, net s 68,277 $ 60,930 $ 27,988 $ lg,g15 $ 96,265 $ 79,745Additional information on the Town of Prosper's capital assets can be found in Note 5 on pages 37 - 38 of this report.8 Long-term debt. At the end ofthe current fiscal year, the Town ofProsper had bonded debt outstanding of$49,449,300.This amount comprises debt backed by the full faith and credit of the govemment.The Town of Prosper's bond ratings are AA as assigned by Standard & Poor's on February 6,2014 and Aa2 as assignedby Moody's on February 10,2014.Total long-term debt consisted of the following:GovemmentalActivitiesBusiness-typeActivitiesTotal20t3s 26,746 $1,42538623,972 S 22,703 S1,765349 4918,447 $ 49,M9 S1,42545 43s2012 201320122013 2012Govemment-wide long-term debt:Certificates of obligationTaxnotes payableConpensated absences payableTotal govemment-wide long-termdebt42,4191,765394$ 28,557 $ 26,086 $ 22,752 $ 18,492 $ 51,309 I 44,578Additional information on the Town of Prosper's long-term debt can be found in note 8 on pages 40 - 42 of this report.Economic Factors and Next Year's Budgets and RatesThe Town has continued to thrive relative to many markets despite the economic instability and stagnanteconomic growth both regionally and nationally.The Fiscal Year 2013-2014 adopted budget accomplishes Town Council goals to expand services andcompetitively compensate staff while holding the line on the tax rate. The Town's adopted budget attempts toaddress the current and future growth and infrastructure expansion demands while recognizing the needs of ourCitizens.Revenue Projection HighliehtsDespite thc Town's current and future growth potential and general optimism, this budget has been prepared withconservative revenue assumptions in mind.The adopted Ad Valorem Property Tax Rate in the coming fiscal year is equal to last year's rate and isset at $0.52 per one hundred dollars taxable valuation. Certified property valuations increased by$194,145,639 (15.5%) for FY 2013-2014. Property values increased from $1,253,320,576 to$1,447,466,215. Most of the increase came from new construction, accounting for $118,813,678. Mostof the Town's current values come from Collin County properties, but the Denton County portion isexpected to have new developments in the near future.Sales tax revenue is projected to reach $2,736,900, compared to FY 2013's actual amount of $2,478,039.Growth in new business and a general increase in existing retail sales are expected in FY 2014, just as inFY 2013.Building Permit Revenues are expected to increase to $1,554,300 or 22o/o when compared to the FiscalYear 2012-2013 Adopted Budget of $1,275,000. The Town expects to issue 525 or more new residentialpermits in the coming year.Municipal Court Fines, Licenses and Franchise Fees are projected to rise slightly with population.Revenues for the Water, Sewer and Solid Waste Fund are expected to increase to $8,975,450, includingan adopted rate structure design change from FY 2013, to cover increasing raw water costs and fundgrowing utility operations. The adopted business plan for the Water and Sewer Utility Fund identifiesthe need for revenue enhancements to cover existing and futr¡re operations and maintenance costs, aswell as debt service and contracted sewer costs with the Upper Trinity Regional Water District.9aaaa aUnder the solid waste agreement approved by Town Council, IESI (now Progressive Waste Solutions)increased rates five percent effective February 2012. Under this agreement, IESI will not increase ratesfor three years. The last rate increase to solid'ffaste rates for Prosper residents was February 2009. Staffis pleased to once again offer some multi-year rate stability on this service.Appropriation Budeet HiehliehtsThe adopted appropriation budget addresses increased service levels in response to continued growth, providesrequired or money-saving capital investments in infrastructure, and includes other public improvements as well asadditional public safety resources.Program Enhancement and Capital Expenditures included in the adopted appropriations and planned for the 2013-2014 Fiscal Year by Division are as follows:AdministrationThe Town budgeted money to lease a modular building for Finance and Human Resources staff, allowing theTown Manager's Office to relocate to Town Hall from borrowed space in the Prosper Economic DevelopmentCorporation offices. Ultimately the Town plans to select an architect to design a new, larger Town Hall and beginconstruction in two years.During FY 2013 the Town formally established a Purchasing function with the hiring of a Purchasing Manager.Community LibraryThe cost for Librarian Services with the City of Celina is included in the adopted budget. During early FY 2014the Town amended the budget to include a 3O-hour per week Library Director. This position meets State LibrarySystem accreditation standards and allows the library to remain eligible for Collin County library funding.Police Operations & DßpatchThree replacement vehicles are included in the Police Department budget.Fire, EMS & Fire MarshallThe part-time Fire Chief became a full-time Town of Prosper Fire Chief during FY 2013. In November 2013 the Townselected an architectural firm to design the Town's second fire station. Construction is expected to begin l,ur'2014.StreetsThe Streets department budget includes money for school zone flashers, State Highway 289 (Preston Road) stampand stain plus irrigation conduits, decorative monument signs, and downtown enhancements.Development ServicesUpdating of the Town subdivision ordinance is included in the budget. In Parks and Recreation, the budgetincludes updating of the parks master plan, improvements to Frontier Park, and maintenance capitalimprovements.ll at er/I4 as t ø,v at er Util ityThe adopted budget adds funding for a backhoe, skid steer equipment, mower, generator, GIS Work OrderSystem, and modular Public Works building.10 The following items also have been incorporated into the Adopted Fiscal Year 2013-2014 Budget:FY 2012-2013 was the final year of the multi-year strategy to bring Prosper's compensation in line withthe market. Time in position pay adjustments were implemented, moving more experienced employeesfurther into the pay range. All employees, except those with less than six months at Prosper, werescheduled to receive at least a l.5o/o increase. The FY 2013-2014 proposed budget contains a meritlpayfor performance opportunity for employees. They will be eligible to receive up to a 3olo increase to theirbase salary. The proposal is consistent with the proposed compensation adjustments for manymunicipalities in the Metroplex. The total financial impact to the Town for the compensation revisions is$141,183. The Town will need to solidifu a new multi-year compensation strategy in preparation for theFY 2014-2015 budget.The TMRS rate budgeted for FY 2014 is 10.74Yo, which is equal to the Annual Required Contribution(ARC) Rate required by GASB Statement Number 27.The Town is offering two medical plan options with two methods of payrnenl PPO Core (PreferredProvider Organization) and HDHP (High Deductible Health Plan). Overall, the Town's medical benefitsremain competitive in today's market.Design work is underway on the Town's second fìre station, Windsong Ranch Fi¡e Station in the westernpart of Prosper. Staffing, debt service, and operations & maintenance are projected to total $1,941,862.The Town needs to develop a multi-year strategy to pay for the one-time and recurring costs.During FY 2014, the Town refunded $7,480,000 of its 2004 series bonds and issued $13,100,000 incertificates of obligation for the Town's share of the upcoming Doe Branch Water Reclamation Plant, tobe built and operated by the Upper Trinity Regional Water District. The impact on the tax rate andwastewater rate will be felt in FY 2015.Continued partnerships with other entities have produced multþle saving opportunities for sharedservices or improving our customer service to residents and visitors alike. The Town continues tooperate the Community Library in the Reynolds Middle School. The Town renewed its agreementsalong with several area cities to contract with Collin County for Animal Control and Sheltering Service.The Town has several agreements with Frisco including using Frisco GIS for our departments andIntedocal agreements for part-time help in both the Municipal Court and Dispatch as needed.All these factors were considered in preparing the Town of Prosper's Budget for the 2013-2014 Fiscal Year.Request for fnformationThis financial report is designed to provide a general overview of the Town of Prosper's finances for all those with aninterest in the governmentrs finances. Questions concerning any of the information provided in this report or requests foradditional financial information should be addressed to the Office of the Town Manager, P. O. Box 307, Prosper, Texas75078.aaaaaa11 TOWN OF PROSPER, TEXASStatement of Net PositionSeptember 30,2013Primarv GovernmentComponentUnitGovernmentalActivitiesBusiness-TypeActivitiesTotalProsper EconomicDevelopmentCorporationASSETSCash and cash equivalentsInvestmentsTaxes receivable, netReceivables, netDue from component unitPrepaidInventoryInternal balancesRestricted cash and investmentsCapital assets:Land and construction in progressOther capital assets, netTotal assetsTotal outflows of resourcesLIABILITIESAccounts payableAccrued interestCustomer deposits and escrow payableDue to primary govemmentNoncurrent liabilities:Due within one yearDue in more than one yearTotal liabilitiesNET POSITIONNet investment in capital assetsRestricted for:Debt serviceCapital projectsUnrestrictedTotal net position97,892,027 46,305,509144,197,536$5,240,226 $6,390,241526,303371,998194,62626,9772,049,811 $4,107,097921,2802,30049,805(661,968)i 1,850,3957,289,037 $10,487,338526,3031,293,279194,62629,27749,80528,062,8652,113,7792,515154,2142,527661,96816,212,47013,313,11054,964,10810,777,41417,210,37524,090,52472,174,4832,273,035DEFERRED OUTFLOWS OF RESOT]RCESDeferred charges for refunding 9,87427,913787379,87427,913377871,909,3 g7153,79020,902977,944108,3563,973,6071,221,79522892,796,331262,1463,994,5095,627194,6261,770,56327,165,0622,992,35849,241,751t0,69930,918,70428,358,39159.277,095210,95246,918,373 12,643,095 59,561,4691,197,3658,694,17110.183,2885,331,9361,187,3658,694,17115,515,2242.062.083$ 66,983,197 $ t7,975,031 $____q4,es&22!_ $2,062,083The accompanying notes are an integral part of these financial statements.t2 TOWN OF PROSPER, TEXASStatement of ActivitiesFor the Year Ended September 30,2013Prosram RevenuesExpensesCharges forServicesOperatingGrants andContributionsCapitalGrants andContributionsPrimary GovernmentGovernmental activitiesGeneral governmentPoliceDispatchCourtFireStreetsParks and recreationLibraryEngineeringInspectionsCode enforcementPlanningInterest and fiscal chargesTotal governmental activitiesBusiness-type activitiesWater and sewerStorm drainageTotal business-type activitiesTotal Primary GovernmentComponent UnitEconomic developmentTotal component unit12,970,5262,563,96092,6385,716,432$1,657,968 $1,476,972666,610306,7792,600,9011,825,205l,7gg,3l487,047208,390569,049159,160294,7491,3 19,392330,513 $30,619151,937l6g,g452,4909,612 $2l,ll92,41641,40418,087468,7254,630,3766t7,3311,794,2635,65089,5436,094,580198,1789,975,295223,6916,292,7589,098,976$ 19,263,284 $ 11,662,936 $92,639 $5,716,432t797021$ _rJ7eJ02-$ _ $$General Revenues and TransfersProperty taxesSales and use taxesFranchise taxesUnrestricted investrnent eamingsMiscellaneous revenueTransfersTotal general revenues and transfersChange in net positionNet position - beginning (restated)Net position - endingThe accompanþg notes are an integral part of these financial statements.13 Net fExoense) Revenue andChanses in Net PositionComponentUnitPrimarv GovernmentGovernmentalActivitiesBusiness-typeActivitiesTotalProsper EconomicDevelopmentCorporation$ (849,118) $ $(1,425,234)(666,610)(152,426)(2,390,552)2,805,171(t,179,493)(68,960)(208,390)1,215,214(t 53,5 l0)(205,206)(1,318,382)(849,1 l8)(1,425,234)(666,610)(152,426)(2,390,552)2,805,171(1,179,493)(68,960)(208,390)1,215,274(153,510)(205,206)fl,3 18,382)ø,s97,496)(4,597,496)2,790,70525,5132,790,10525,5132,806,2r92,806,2t8(4,597,496)2,806,218(1,791,279)7,313,5722,478,039519,962t66,776581,802(73,087)7,313,5722,479,039519,962341,838672,939175,06291,13773,087g (1,179,702)(t,t79,702)823,71021,5593110,987,064339,28611,326,350845,3006,389,56860,593,6293,145,50414,829,5279,535,07275,423,156(334,402)2,396.48s$ 66,983,197 $ 17,975,03t $ 84,958,228 $t42.062.0834 TOWN OF PROSPER, TEXASBalance Sheet - Govemmental FundsSeptember 30,2013GeneralFundImpactFeeFundDebtServiceFundASSETSCash and cash equivalentsInvestmentsTaxes receivable (net)Accounts receivable (net)Due from other fundsDue from component unitPrepaidRestricted cash and investmentsTotal AssetsLIABILITIES, DEFERRED INFLOWS OF'RESOI.iRCES AND FT'ND BALANCELiabilitiesAccounts payable and accrued expensesEscrow payableDue to other fundsDue to component unitTotal LiabilitiesDeferred Inflows of ResourcesUnavailable revenueProperty taxesFines and feesTotal Deferred Inflows of Resourcestr'und BalanceNonspendable for:PrepaidRestricted for:Debt serviceCapital projectsCommitted for:ContingencyAssignedUnassignedTotal Fund BalancesTotal Liabilities, Deferred Inflows ofResources and Fund Balance200,000773,835255,90026,5796,300,926$ 10,860,821 $ 7,530,661 $$$4,825,540 $5,227,137507,288163,452ll0,g2619,0153481,187,0171,206,380$419,773 $3,166,91162,96737,891 $891,2003,649,551929,09144,5878373819,015128,325t901526,5781,187,3656,601,5701,855,1625,201"2057,082,9456,601,5701,197,365$ 10,860,921 $ 7,530,661 $The accompanying notes are an integral part of these financial statements151,206,380 CapitalProjectsFundsContributionsFundNonmajorGovernmentalFundTotalGovernmentalFunds$2,219,5153,1981,464,703399810,901226,607 $l, I 53,104112,5785,052,1476,390,24r526,303366,9984,680,457255,90026,97716,212,470$$7,913,626$ 10,132,14r s_2,n920t_s1,492,289 $ 33,501,493$1,023,249 s3,84115,601 $1,662,21220,9024,061,95262,8671,027,090186,60015,601s,807,93363,60283738147,34039926,9779,105,0512,092,202I,l8'7,36517,798,8231,476,6881,855,1621,476,6885,20r,2059,105,0512,092,6011,476,68827,546,220t,492,289 $ 33,501,493I$,698,9026520$ 10,132,141 S_227e201_St6 TOWI\ OF PROSPER, TEXASReconciliation of the Balance Sheet of Governmental Fundsto the Statement of Net PositionSeptember 30,2013Total Fund Balances - Govemmental Funds S 27,546,220Amounts reported for governmental activities in the statement of net position (page 12) are different because:Capital assets used in governmental activities are not current financial resources and thereforeare not reported in the governmental funds balance sheet.68,217,218Bonds payable will not be liquidated with current financial resources and therefore have notbeen included in the fund financial statements.(28,171,300)Accrued liabilities for compensated absences will not be liquidated with current financialresources and therefore have not been included in the fund financial statements.(385,626)Interest payable on long-term debt is accrued in the government-wide frnancial statements,whereas in the fund financial statements, interest expenditures are reported when due.(153,790)Premiums ($378,699) on bond issuances less deferred losses on bond refunding of ($9,874) arerecorded as other financing sources and uses when paid in the fund financial statements but arecapitalized and anofüzed in the govemment-wide financial statements over the life of thebonds.(368,825)Receivables from property taxes and fines and fees are not available soon enough to pay for thecurrentperiod's expenditures and are, therefore, deferred in the funds.147,340The Town uses an intemal service fund to charge the costs of the medical reimbursementprogram to appropriate departments in other funds. The assets and liabilities of the insurancefund are included in governmental activities in the statement of net position. The net effect is toincrease net position.91,960Net Position of Governmental Activities$ 66,983,197The accompanying notes are an integral part of these financial statementsl7 TOWN OF PROSPER, TEXASStatement of Revenues, Expenditures, and Changes in Fund Balances -Govemmental FundsFor the Year Ended September 30,2013ImpactGeneralFundFundFeeDebtServiceFundREVENUESTaxes:PropertySalesFranchiseLicenses and permitsCharges for servicesIntergovemmentalImpact feesEscrow incomeGrantsInvestment incomeFines, fees, warrants and seizuresContributionsMiscellaneousTotal RevenuesEXPENDITURESCurrent:General governmentPoliceDispatchCourtFireStreetsParks and recreationr ibraryEngineeringInspectionCode enforcementPlanningCapital outlayDebt service:PrincipalInterest and fiscal chargesBond issue costs and feesTotal Expenditures$4,400,697 $2,478,0395lg,9621,751,796165,1952,909,77934,939$ 2,822,12421,09349,36392,129645,50056963210,672,3032,843,7172,943,2171,491,5951,3gg,l0g559,486ll6,l492,364,999357,514981,24587,047208,390564,1 l8159,160293,267694,744166,06622,4721,395,6501,153,160lll1959,275,9tt188,5382,660.005Excess (Deficiency) of Revenue over Expenditures $t,396,492 $2,655,179 $t83,212The accompanying notes are an integral part of these financial statementsl8 CapitalProjectsFundsContributionsFundNonmajorGovernmentalFundTotalGovernmentalFunds$$$$1,729,79714,686468,72591,8 1 I1,2131,46943,2751,954617,3317,222,8112,479,039519,9621,751,796165,1951,729,7972,809,77991,81149,363t65,914646,969r,l2g,33l569,6322,213,198137'76815,935190,4057,3097,30861918590,933173,91',719,329,388129,1488,882,10146,8151,620,7431,413,943559,486306,5542,372,296523,5801,079,48687,047208,390564,1 18159,160293,2679,773,2341,395,6501,153,160158,0109,058,064220,856264,85021,668,124$ (6,844,866) $(83,088) $354,335 $(2,339,736)l9 TOWN OF PROSPER, TEXASStatement of Revenues, Expenditures, and Changes in Fund Balances -Governmental FundsFor the Year Ended September 30,2013ImpactGeneralFundFundFeeDebtServiceFundoTHER FrNA¡[CrNG SOr]RCES (USES)Proceeds from insuranceIssuance ofdebtPremium on issuance of bondsPayments to bond escrow agentTransfer inTransfer outTotal Other Financing Sources (Uses)Net change in fund balancesFund balances, beginningFund balances, ending0,891)(3,842,200)$11,765 $827,344(2,233,000)$3,g3o,ooo169,975(3,898,607)14,253(3,842,200)ll4,52l2,6017,080,344(1,187,02t)7,788,591297,733889,632$ 7,082,945 $ 6,601,570 $ 1,197,365The accompanying notes are an integral part of these financial statements20 CapitalProjectsFundsContributionsFundNonmajorGovernmentalFundTotalGovernmentalFunds$$$$(48,845)17,7657,710,000168,875(3,898,607)6,057,442(6,149,699)3,980,0005,215,845(25,644)9,070,201(48,845)3,899,7962,225,3356,979,716(83,088)2,175,699305,490r7l1981,561,05025,985,1701$ 9,105,051 $ 2,092,60t $ 1,476,688 $21,546,2202l TO\ilN OF PROSPE& TEXASReconciliation of Statement of Revenues, Expenditures and Changesin Fund Balances of Governmental Funds to the Statement of ActivitiesFor the Year Ended September 30,2013Net Change in Fund Balances - Governmental FundsAmounts reported for governmental activities in the statement of activities (pages 13 - 14)are different because:Governmental funds report capital outlays as expenditures. However, in the statement of activitiesthe cost of those assets is allocated over their cstimated useful lives and reported as depreciationexpense. This is the amount by which capital outlay ($9,773,234) is excecded by depreciationexpense ($2,426,510).Principal payments on bonds payable of $1,395,650 and refunded bonds of $3,880,000 areexpenditures in the fund financial statements but are shown as reductions in long-term debt in thegovernment-wide frnancial statements.Deferred losses on refunding and premiums are amortized over the life of the bonds in thegovernment-wide financial statements.Proceeds from issuance of bonds are recorded as other financing sources in the fund financialstatements but increases liabilities in the government-wide financial statements.Additions to liabilities for compensated absences are not shown in the fund financial statements.The net effect ofthe current year's increase is to decrease net position.Interest payable on long-term debt is accrued in the government-wide financial statements, whereasin the fund financial statements, interest expenditures are reported when due. The increase ininterest accrual decreases net position.The Town uses an internal service fund to charge the costs of the medical reimbursement program tothe appropriate departments in other funds. The change in net position of the insurance fund isreported with governmental activities.Revenues from properfy taxes and fines are deferred in the fund financial statements until they areconsidered available to fund current expenditures, but such revenues are recognized in thegovernment-wide statements. The effect of recognizing deferred tax and frnes revenue of $147,340and removing prior year's deferred tax recognized of $56,579 is to increase net position.Change in Net Position of Governmental ActivitiesThe accompanying notes are an integral part of these financial statements$ 1,561,0507,346,7245,275,650(124,140)(7,710,000)(36,984)(7,212)(6,281)90,761$ 6,389,56822 TOWN OF PROSPER, TEXASStatement of Revenues, Expenditures and Changes in Fund Balance -Budget (GAAP Basis) and Actual - General FundFor the Year Ended September 30,2013General FundOriginalBudgetFinalBudgetActualAmountsVarianceWithFinalBudgetPositive(Negative)REVENUES:TaxesPropertySalesFranchiseLicenses and permitsCharges for servicesGrantsInvestment incomeFines, fees, warrants and seizuresMiscellaneousTotal RevenuesEXPENDITURES:General governmentPoliceDispatchCourtFireStreetsParks and recreationLlbraryInspectionsCode enforcementPlanningEngineeringCapital outlayTotal ExpendituresExcess of revenues over expendituresOTHER FTNANCTNG SOT.TRCES (USES):Proceeds from insuranceTransfers inTransfers outChange in fund balancesFund balances, beginning4,309,802 $1,404,500434,5001,400,000187,00030,25060,100500,52534,2504,337,802 $2,49',1,500441,0001,631,800184,00049,58760,130345,30069,9734,400,687 $2,478,0395lg,9621,751,796165,19549,36392,129645,500569,632$62,885(9,461)78,962llg,g96(1 8,805)(224)31,999300,200499,6598,360,927 9,607,092 10,672,3031,065,2111,535,4771,529,7 55635,680234,7302,497,309387,944833,67594,895582,195169,370333,823157,575163,2009,145,627(784,700)801,7001,521,410l,3g4,g2l549,692202,3562,454,933532,4971,075,34295,925574,816164,596297,776219,377769,1131,491,595l,3gg,10g559,486116,l492,364,988357,514981,24587,047564,1 18159,160293,267209,390694,74429,815(3,287)(9,794)86,20789,945174,98394,0978,87810,6985,4364,50910,98774,3699,852,6549,275,811576,843(245,562) 1,396,492 t,642,05417,000)11,755801,700(2,233,000)11,765827,344(2,233,000)1025,644Total other financing sources (uses)784,700(1,419,545) (1,393,891)25,6541,667,7097,080,344$ 7,080,344 S 5,415,237 S 7,092,945 $(1,665,107)7,080,3442,6017,080,344The accompanying notes are an integral part of these financial statements23Fund balances, ending_1,667 J08 TOWN OF PROSPER, TEXASStatement of Revenues, Expenditures and Changes in Fund Balances -Budget (GAAP Basis) and Actual - Impact Fee FundFor the Year Ended September 30,2013Impact Fee FundOriginalBudgetFinalBudgetActualVarianceWithFinalBudgetPositive(Negative)REVENUES:Impact feesInvestment incomeTotal revenuesEXPENDITURESStreetsCapital outlayOTHER FTNANCTNG SOTiRCES (USES)Transfers outTotal other financing sources (uses)Change in fund balancesFund balances, beginningFund balances, ending2,620,000 2,080,0972,843,7t7$2,600,000 $20,0002,05t,997 $29,1002,808,778 $34,939756,7816,839763,6201,535,0004,628,000329,900 166,06622,472163,834(22,472)Total expenditures6,163,000329,900188,538Excess of revenues over expenditures(3,543,000) 1,750,197 2,655,179141,362904,982(2,951,000) (3,942,200)(891,200)(3,543,000)7,788,591(2,951,000)(1,200,903)7,7gg,5gl(3,842,200) (891,200)(1,187,021)7,7gg,5gl13,782$ 4,245,591 $ 6,597,799 $_-__6,601,579_s 13,782The accompanying notes are an integral part of these financial statements24 TOWN OF PROSPE& TEXASStatement of Revenues, Expenditures and Changes in Fund Balances -Budget (GAAP Basis) and Actual - Contributions FundFor the Year Ended September 30,2013Contributions FundOriginalBudgetFinalBudgetActualVarianceWith FinalBudgetPositive(Negative)REVENUES:Escrow incomeInvestment incomeFines, fees, warrants and seizuresContributionsTotal revenuesEXPENDITURES:PoliceCourtFireParks and recreationTotal expendituresChange in fund balancesFund balances, beginningFund balances, ending$$ 4,007,900 $91,811 $1,2131,46943,275(3,916,089)1,21386927550051,90060043,00052,4004,05 I ,500 137 ,7 6g(3,913,732)10,50030,7009,00010,0001,4094,771,192(458)1,69217,2444,961,5876,8509,00015,835190,4057,3097,30859,200 4,994,691220,9564,773,825860,093$ 2,168,889 $ 1,232,509 S 2,092,601 $ 860,093The accompanying notes are an integral part of these financial statements.25(6,800)2,175,699(943, I 8 1)2,17s,689(83,088)2,175,699 TOWN OF PROSPER, TEXASStatement of Net Position - Proprietary FundsSeptember 30,2013EntemriseFundsGovernmentalActivities-Waterand SewerFundOtherNonmajorEntemrise FundTotalEnterpriseFundsInternalServiceFundASSETSCurrent Assets:Cash and cash equivalentsInvestrnentsReceivables (net)Due from other fundsDue from component unitPrepaidInventoryRestricted cash and cash equivalentsTotal Current AssetsNoncurrent Assets:Capital assetsNondepreciableDepreciable, netTotal Noncurrent AssetsTotal AssetsDefened charges for refundingTotal Outflows of ResourcesLIABILITIESCurrent Liabilities:Accounts payable and accrued expensesDeposits and funds held in escrowDue to other fundsAccrued interestCurrent portion of long-term liabilitiesCompensated absencesBonds payableTotal Current LiabilitiesNoncurrent Liabilities :Compensated absencesBonds payableTotal Noncurrent LiabilitiesTotal LiabilitiesNET POSITIONNet investrnent in capital assetsUnrestricted$1,801,479 $4,107,097893,496g14,gg62,30049,90511,850,395247,332 S27,7942,048,81 1 $4,107,097921,2809l4,gg6188,0795,00053,0821,5932,30049,90511,850,39519,619,458275t26I84247,75410,777,41417,187,46622,909r0,777,41417,210,37527,964,88022,90927,987,7994',1,584,339298,03547.882,373247,754DEF'ERRED OUTFLOWS OF' RESOURCES27,91327,91327,91327,913929,0393,973,6071,574,096108,35624,5451,197 ,25049,9062,768977,9443,973,6071,576,964109,356146,1759,61924,5451,r97,2507,805,89252,6747,858,566 155,79424,54424,54422,052,14522.0s2,14522,076,69922,076,69929,892,59112,620,1965,109,494s 17,729,670 $52,67429,935,25515579422,909222,45212,643,0955.331,93691,960245,361 $17,975,031 $The accompanying notes are an integral part of these financial statementsTotal Net Position2691,960 TOWN OF PROSPER, TEXASStatement ofRevenues, Expenses and ChangesIn Fund Net Position - Proprietary FundsFor the Year Ended September 30,2013Enterprise FundsGovernmentalActivities-Waterand SewerFundOtherNonmajorEnterprise FundTotalEnterpriseFundsInternalServiceFundOPERATINGREVENUEWater and sewer chargesSanitation chargesStorm drainage utility feesWater and sewer connectionsService initiationInsurance charges for servicesMiscellaneousTotal Operating RevenueOPERATING EXPENSESPersonnel servicesMaterials and suppliesContractual servicesDepreciationTotal Operating ExpensesInterest incomeInterest experìseBond issuance costTotal Non-operating Revenues(Expenses)Income before transfersTransfers inTransfers outTotal TransfersChange in net positionNet position, at beginning of year, restatedNet position, at end of year $9,966,422223,691g,1go,1 13$7,371,604 s891,160559, I 8653,33591,137223,6917,371,604 $891,160223,691559,18653,335$91,13721,87040522,215845,725245,0473,734,0356t6,51328,22913,37774,2343,420873,954258,4243,809,2696t9,933Operating IncomeNON-OPERATTNG REVENUES (EXPENSES)48,5185,441,320 119,2605,560,59048,5 l83,525,102104,4313,629,533(26,303)172,718(551,150)(102,1 10)2,344(78,918)175,062(630,068)(102,1 10)862(480,542) (76,574) (557,116)8623,044,56027,8573,072,417919,200(846,1 13)(25,441)19,1609t9,200(805,573) (40,540)113,6273, I 58,1 8714,571,483(40,540)(12,683)258,04473,0873,145,50414,829,52719,160(6,281)98,24117,729,670 $ 245,361 $ t7,975,03t $The accompanying notes are an integral part of these financial statements2791,960 TO\ryN OF PROSPE& TEXASStatement of Cash Flows - Proprietary FundsFor the Year Ended September 30,2013Entemrise FundsVy'aterand SewerFundOtherNonmajorEnterprise FundCASH FLOWS FROM OPERATING ACTIVITIES:Cash received from customers and usersCash contributions for insurance premiumsCash payments to suppliers for goods and servicesCash payrnents for insurance premiumsCash payments to employees for servicesNet cash provided by operating activitiesCASH FLO$/S FROM NONCAPITAL FINANCING ACTIVITIESTransfers tolfrom other fundsAdvances to other fundsNet cash provided (used) by noncapital financing activitiesCASH FLOV/S FROM CAPITAL & RELATED FINANCING ACTIVITIESProceeds from the issuance ofdebtPremiums received on long-term debtBond issuance cost paid on long-term debtPrincipal paid on bondsAcquisition and construction of capital assetsInterest paid on bondsIncrease in escrow funds for capital acquisitionsNet cash (used) by capiøl and related financing activitiesCASH FLOV/S FROM INVESTING ACTIVITIESTransfer of funds to investmentsInterest on deposits and investmentsNet cash provided by investing activitiesNet increase in cash & cash equivalentsCash and cash equivalents at beginning ofyearCash and cash equivalents at end ofyearRECONCILIATION OF OPERATING INCOME TO NET CASHPROVIDED BY OPERATING ACTIVITIES:Operating income (loss)Adjustrnents to reconcile operating incometo net cash provided by operating activities:Depreciation(Increase) decrease in accounts receivable(Increase) decrease in inventory and prepaidIncrease (decrease) in accounts payableIncrease (decrease) in compensated absencesIncrease (decrease) in customer depositsNet cash provided (used) by operating activities$8,945,723 S(3,234,959)(841,408)221,336(48,560)(28,685)4,869,356144,091113,627660,869(40,540)3,449774,496(37,092)5,235,000231,I75(102,1 10)(979,350)(9,769,176)(642,494)3,924,660(6,295)(78,918)(2,101,295)(85,213)(102,389)172,7182,34470,3292,3443,612,99610,038,99924,130223,202$ 13,6s1,874 $247,332$3,525,102 $616,513(39,646)15,019729,1044,31718,947104,4313,420(2,355)39,051(4s6)$4,869,356 $The accompanying notes are an integral part of these financial statements28144,091 GovernmentalActivities-Tot¿lEnterpriseFundsInternalServiceFund$9,167,059 $(3,283,519)(870,093)20,91 I75,3795,013,44796,19073,087664,31719,160(24,080)737,404(4,920)5,235,000231,175(102,1 l0)(979,350)(9,774,47t)(721,4t2)3,924,660(2,186,s08)(102,389)175,06286272,6738623,637,01610,262,19092,13295,947$ 13,899,206 $188,079$3,629,533 $619,933(42,001)15,019768,t553,86118,947(26,303)(t,404)t23,897$5,013,447 $96,L9029 TOWN OF PROSPE& TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 1: Summary of Significant ^A,ccounting PoliciesThe financial statements of the Town of Prosper, Texas have been prepared in conformity with generally acceptedaccounting principles (GAAP) as applied to governmental units. The Governmental Accounting Standards Board(GASB) is the accepted standard-setting body for establishing goverimental accounting and financial reportingprinciples. The more significant of the government's accounting policies are described below.Reportine EntityThe government is a municipal corporation governed by an elected seven-member council. As required by accountingprinciples generally accepted in the United States of America, these financial statements present the government andits component units, entities for which the govemment is considered to be financially accountable. The discretelypresented component unit is reported in a separate column in the government-wide financial statements to emphasize itis legally separate from the government.Discretely Presented Comoonent UnitThe Prosper Economic Development Corporation (EDC) serves all citizens of the government and is governed by aboard appointed by the government's elected council. The government can impose its will on the EDC and affect theday-to-day operations of the EDC by removing appointed board members at will. The scope of public service of theEDC benefits the government and its citizens and is operated primarily within the geographic boundaries of thegovernment. The EDC is presented as a govemmental fund type and has a September 30 year end.Complete financial statements for the EDC may be obtained at the entity's administation office, Prosper EconomicDevelopment Corporation, P. O. Box 1060, Prosper, Texas 75078.Govemment-wide and Fund Financial StatementsThe government-wide financial statements (i.e. the statement of net position and the statement of activities) reportinformation on activities of the primary government and its component units. For the most part, the effect of interfundactivity has been removed from these statements. Governmentql activities, which normally are supported by taxes andintergovernmental revenues, are reported separately from business-type activities, which rely to significant extent onfees and charges for support. Likewise, the primary government is reported separately from certain legally separatecomponent units for which the primary government is financially accountable.The statement of activities demonstrates the degree to which the direct expenses of a given function or segment areoffset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment.Progrøm revenues include l) charges to customers or applicants who purchase, use, or directly benefit from goods,services, or privileges provided by a given function or segment and 2) grants and conhibutions that are restricted tomeeting the operational or capital requirements of a particular function or segment. Taxes and other items not properlyincluded among program revenues are reported instead as general reyenues.Separate financial statements are provided for governmental funds and proprietary funds. Major individualgovernmental funds and major individual enterprise funds are reported as separate columns in the fund financialstatements.Measurement Focus" Basis of Accounting. and Financial Statement PresentationThe government-wide financial statements are reported using the economic resources measurement focus and theaccrual basis of accounting, as are the proprietary fund financial statements. Revenues are recorded when earned andexpenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes arerecognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue assoon as all eligibility requirements by the provider have been met.30 TOWN OF PROSPE& TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 1: Summary of Significant Accounting Policies - continuedMeasurement Focus. Basis of Accountins. and Financial Statement Presentation - conlirrøedGovemmental fund financial statements are reported using lhe cunent financial resources meqsltrement þcus and themodified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available.Revenues are considered to be avaílable when they are collectible within the current period or soon enough thereafter topay liabilities of the current period. For this pu{pose, the govemment considers revenues to be available if they arecollected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability isincurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related tocompensated absences and claims and judgments, are recorded only when payment is due.Property taxes, sales taxes, franchise taxes, licenses, and interest income associated with the current fiscal period are allconsidered to be susceptible to accrual and so have been recognized as revenues ofthe current fiscal period. Only theportion of special assessments receivable due within the current fiscal period is considered to be susceptible to accrual asrevenue of the current period. All other revenue items are considered to be measurable and available only when cash isreceived by the government.The government reports the following major governmental funds:The generql -fund is the government's primary operating fund. It accounts for all financial resources of the generalgovemment, except those required to be accounted for in another fund.The impact fee -fund, a special revenue fund, accounts for revenues that are legally restricted for particular purposes.This fund is used to account for activity related to impact fees.The debt service _fund accounts for the resources accumulated and payments made for principal and interest on long-termobligation debt of governmental funds.The capital projects -fund accounts for the acquisition of capiøl assets or construction of major capital projects not beingfinanced by proprietary funds.The contribution .fund, a special revenue fund, accounts for contributions made to the Town which are restricted forvarious purposes.The government reports the following major proprietary fund:Tl:re water and sewer .fund, an enterprise fund, is used to account for those operations that are financed and operated in amanner similar to private business or where the council has decided that the determination of revenues eamed, costsincurred and/or net income is necessary for management accountability. The government's water and sewer fund is toaccount for water, sewer and sanitation operations.The internal service _fund is used to accumulate and allocate costs internally among the Town's various functions. TheTown uses its internal service fund to account for its employee medical reimbursement program. Because these servicespredominately benefit the governmental rather than the business-type functions, they have been included withingovernmental activities in the govemment-wide financial statements.As a general rule the effect of interfund activity has been eliminated from the government-wide financial statements.Exceptions to this general rule are general and administrative fees, street rental fees and other charges between thegovernment's water and sewer ftrnction and various other functions of the government. Elimination of these chargeswould distort the direct costs and program revenues reported for the various functions concerned.Amounts reported as program reverutes include 1) charges to customers or applicants for goods, services, or privilegesprovided, 2) operating grants and cont¡ibutions, and 3) capital grants and contributions, including special assessments.Internally dedicated resources are reported as general revenues rather than as program revenues. Likewise, generalrevenues include all taxes.31 TOWN OF PROSPE& TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 1: Summary of Significant Accounting Policies - continuedMeasurement Focus. Basis of Accounting. and Financial Statement Presentation - conlinuedProprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues andexpenses generally result from providing services and producing and delivering goods in connection with a proprietaryfund's principal ongoing operations. The principal operating revenues of the proprietary funds are charges to customersfor sales and services. The proprietary funds also recognize as operating revenue the portion of tap fees intended torecover the cost of connecting new customers to the system. Operating expenses for proprietary funds include the cost ofsales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meetingthis definition are reported as nonoperating revenues and expenses.Deposits and InvestmentsFor purposes of the statement of cash flows, cash and cash equivalents include cash on hand, demand deposits, and short-term investments with a maturity date within th¡ee months of the date acquired by the government. Other short-terminvestments are included in investments. Investments are stated at cost which approximates fair value.Short-Term Interfund Receivables/PayablesDuring the course of operations, numerous transactions occur between individual funds for goods provided or servicesrendered. These receivables and payables are classified as o'due from other funds" or "due to other funds" on the balancesheet. Short-term interfund loans are classified as "interfund receivables/payables".Inventories and Prepaid ItemsAll inventories are valued at cost using the first-in/first-out (FIFO) method. Inventories of governmental funds arerecorded as expenditures when consumed rather than when purchased. Certain payments to vendors reflect costsapplicable to future accounting periods and are recorded as prepaid items in both government-wide and fund financialstatements.Restricted AssetsCertain resources set aside for the repayrnent of bonds are classified as restricted assets on the balance sheet becausetheir use is limited by applicable bond covenants. Also included in restricted assets are capital recovery fees (impactfees) that are, by law, restricted for future capital improvements; and assets set aside for construction of future debtfunded capital improvements. When the government incurs an expense for which it may use either restricted orunrestricted assets, it uses the restricted assets first.Deferred Outflows/Inflows of ResourcesIn addition to assets, the statement of net position will sometimes report a separate section for deferred outflows ofresources. This separate financial statement element, deferred outflows of resources, represents a consumption of netposition that applies to a future period(s) and so will not be recognized as an outflow ofresources (expense/expenditure)until then. The Town only has one item that qualifies for reporting in this category. It is the deferred charge on bondrefunding reported in the government-wide statement of net position. A deferred charge on refunding results from thedifference in the carrying value of refunded debt and its reacquisition price. This account is deferred and amortized overthe shorter of the life of the refunded or refunding debt.In addition to liabilities, the statement of net position will sometimes report a separate section for deferred inflows ofresources. This separate financial statement element, deferred inflows of resources, represents an acquisition of netposition that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until thattime. The Town has only one type of item, which arises only under a modified accrual basis of accounting that qualifiesfor reporting in this category. Accordingly, the item, unavailable revenue, is reported only in the governmental fundsbalance sheet. The governmental funds report unavailable revenues from property taxes, flrnes and EMS accountsreceivable. These amounts are deferred and recognized as an inflow of resources in the period that the amounts becomeavailable.32 TOWN OF PROSPER" TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 1: Summary of Significant Accounting Policies - continuedCapital AssetsCapital assets, which include properfy, plant, equipment, and infrastructure assets (e.g., roads, bridges, sidewalks, andsimilar items), are reported in the applicable governmental or business-tlpe activities columns in the government-widefinancial statements. Capital assets are defined by the government as assets with an initial, individual cost of more than$5,000 (amount not rounded) and an estimated useful life in excess of two years. Such assets are recorded at historicalcost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at estimated fair value atthe date ofdonation.The cost of normal maintenance and repairs that do not add to the value of the asset or materially extend assets lives arenot capitalized.Major outlays for capital assets and improvements are capitalized as projects are constructed. Interest is capitalized onproprietary fund assets acquired with tax-exempt debt. The amount of interest to be capitalized is calculated byoffsetting interest expense incurred from the date of the borrowing until completion of the project with interest eamedon invested proceeds over the same period.Property, plant, and equipment of the primary government is depreciated using the straight line method over thefollowing estimated useful lives:AssetsYearsBuildingsSystem infrastructureStreet infrastructureEquipmentVehicles20-30t5-4s2s -305-105 -7Compensated AbsencesIt is the government's policy to permit employees to accumulate earned but unused vacation and sick pay benefits. Allvacation and sick pay is accrued when incurred in the govemment-wide and proprietary fund financial statements. Aliability for these amounts is reported in governmental funds only if they have matured, for example, as a result ofemployee resignation and retirements.Long-Term OblieationsIn the government-wide financial statements, and proprietary fund tlpes in the fund financial statements, long-termdebt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-t¡peactivities, or proprietary fund type statement of net position. Bond premiums and discounts are deferred andamortized over the life of the bonds using the effective interest method. Bonds payable are reported net of theapplicable bond premium or discount. Bond issuance costs are expensed as incurred.In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bondissuance costs, during the current period. The face amount of debt issued is reported as other financing sources.Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances arereported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, arereported as debt service expenditures.33 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 1: Summary of Significant Accounting Policies - continuedFund EquitvIn the fund financial statements, governmental funds report restrictions of fund balance for amounts that are not availablefor appropriation or are legally restricted by outside parties for use for a specific purpose. Assignments of fund balancerepresent tentative management plans that are subject to change.Note 2: Stewardship, Compliance and AccountabilityBudgetary ControlAnnual budgets are adopted on a basis consistent with accounting principles generally accepted in the United States ofAmerica. Annual appropriated budgets are legally adopted for the general fund, impact fee fund, contributions fund andwater and sewer fund. All annual appropriations lapse at fiscal year end. Project length financial plans are adopted forall capital project funds.The Town follows these procedures in establishing the budgetary data reflected in the financial statements.l. Prior to August 16û, the Town Manager submits to the Town Council a proposed operating budget for the fiscal yearcommencing the following October 1. The operating budget includes proposed expenditures and the means of financingthem.2. Public hearings are conducted to obtain taxpayer comments.3. On the first meeting in September, the budget is legally enacted through the passage of an ordinance.4. The Town Manager is authorized to transfer budgeted amounts between departments within any fund; however, anyrevision that alters total expenditures of any fund must be approved by the Town Council.5. Formal budgetary integration, using the modified accrual basis, is employed as a management control device duringthe year for the General Fund, Impact Fee Fund and Contributions Fund. Supplemental appropriations were made duringthe fiscal year for the General Fund.6. The budget approved for the Water and Sewer Fund and Storm Drainage Fund follows similar approval proceduresbut departs from accounting principles generally accepted in the United States of America by not including depreciationand amofüzalion in the approved budget. These amounts are reported at year end as part of the "actuaf' column.Supplemental appropriations were made during the year.7. The Debt Service and Capital Projects Funds do not have formal budgets since all are controlled by contractualobligations approved at inception or as part of the General Fund on an annual basis. The nonmajor governmental fundsare not budgeted.Note 3: Deposits and InvestmentsDepositsAt September 30, 2013, the Town's deposits and the EDC's deposits were fully covered by federal depositoryinsurance or collateral held by the pledging financial institution's trust department or agent in the govemment's nameand/or irrevocable standby letters ofcredit.34 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30, 2013Note 3: Deposits and Investments - continuedDeposits - continuedCustodial Credit Risk - Deposits: In the case of deposits this is the risk that, in the event of a bank failure, thegovernment's deposits may not be retumed to it. The government's policy regarding types of deposits allowed andcollateral requirements is: the Depository may be a state bank authorized and regulated under Texas law; a nationalbank, savings and loan association, or savings bank authorized and regulated by federal law; or a savings and loanassociation or savings bank organized under Texas law; but shall not be any bank the deposits ofwhich are not insuredby the Federal Deposit Insurance Corporation (FDIC) and pledged securities. The government is not exposed tocustodial credit risk for its deposits, as all are covered by depository insurance and pledged securities.InvestmentsThe Town and EDC may invest in obligations of the U.S. Treasury or the State of Texas, certain U.S. agencies,certificates of deposit, money market savings accounts, certain municipal securities, repurchase agreements, coílmontrust funds and other investments specifically allowed by the Public Funds Investment Act of 1987 (Article 842a-2Vernon's Civil Statutes).In compliance with the Public Funds Investment Act, the government has adopted a deposit and investment policyThat policy addresses the following risks:Custodial Credit Risk - Investments: For an investment, this is the risk that, in the event of the failure of thecounterparty, the government will not be able to recover the value of its investments or collateral securities that are inthe possession of an outside party. The Town's investments are with the Texas Local Government Investment Pool("TexPool"), the Texas Short-Term Asset Reserve Investment Pool ("TexSTAR"), and in certificates of deposit. Thepools are public funds investment pools created to provide a safe environment for the placement of local governmentfunds in authorized short-term investments. Local investment pools operate in a manner consistent with the Securityand Exchange Commission's Rule 2a7 of the Investment Company Act of 1940. The reported value of the pool is thesame as the fair value of the pool shares. The Texas Comptroller of Public Accounts exercises oversight responsibilityover TexPool. TexSTAR is managed by J.P. Morgan Investment Management, Inc. and First Southwest AssetManagement, Inc. The government is not exposed to custodial credit risk for its investments.Credit Risk - This is the risk that an issuer of an investment will be unable to fulfill its obligations. The rating ofsecurities by nationally recognized rating agencies is designed to give an indication of credit risk. It is thegovernment's policy to limit its investments to those investments rated at least AAAm. The credit quality rating forboth TexPool and TexSTAR al.year end was AJqArn by Standard & Poor's.Interest Rate Risk - This is the risk that changes in interest rates will adversely affect the fair value of an investment. Inaccordance with its investment policy, the government manages its exposure to declines in fair values by limiting theweighted average maturity of its investment portfolio to less than one year from the time of purchase. The maximumallowable maturity for operating funds is 5 years and 2 years for debt service funds. The weighted average maturity forthe government's investment in external investment pools is less than 60 days.Foreign Currency,R¡sÉ - This is the risk that exchange rates will adversely affect the fair value of an investment. Thegovernment is not exposed to foreign currency risk.Concentration of Credit.R¡sfr - This is the risk of loss attributed to the magnitude of the government's investment in asingle issuer (i.e., lack of diversification). Concentration risk is defined as positions of 5 percent or more in thesecurities of a single issuer. It is the government's policy to not allow for a concentration of credit risk. Investmentsissued by the U. S. Government and investments in investment pools are excluded from the 5 percent disclosurerequirement. The govemment is not exposed to concenfation of credit risk.35 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 3: Deposits and Investments - continuedInvestments - continuedAt year end, the government's investment balances were as follows:FairValueMaturity Lessthan One YearMaturity Greaterthan One YearPrimary GovernmentInvestment type:Texas Local Government investment poolTexSTAR investment poolCertificates of depositTotalProsper Economic Development CorporationInvestment type:Texas Local Government investment poolTexSTAR investment poolTotalNote 4: ReceivablesReceivables at September 30,2013 consisted of the following101,876$ 21,398,791 s 21,296,915 $ 101,876$6,505,707 $8,536,4816,356,6036,505,707 $9,536,4916,254,727$ t,325 $1,190$ 2,515 $1,3251902,515GeneralDebtServiceImpactFeeContri-butionsWater andSewerNonmajorEnterprise$-InternalServiceTotalProperty taxesSales taxUtility billsInterestOther receivablesGross receivablesLess: allowance foruncollectiblesNet receivables$ 102,204 $ 62,082 $462,7011,063,138 27,7946,602 348 13,385156,850 200,000 3,198 5,000728,357 62,430 200,000 3,198 1,076,523 27,794 5,000$$s 164,286462,7011,090,93220,335365,0482,103,302(57,617) (43,067) (183,037) - (283,721)s 670,740 $ 19,363 $200,000 $3,198 $ 893,486 527,794 $5,000 $1,819,581$Property taxes are based on the appraised values provided by the Collin County or Denton County Central AppraisalDistrict, whichever is applicable. Taxes are levied by October I of each year. Unpaid property taxes become delinquenton February 1 of the following year. Penalty is calculated after February I up to the date collected by the government atthe rate of 60/o for the first month and increased lYo per month up to a total of l2Yo. Interest is calculated after February 1at the rate of lYo per month up to the date collected by the government. Under state law, property taxes levied on realproperty constitute a lien on the real property which cannot be forgiven without specific approval of the StateLegislature. The lien expires at the end of twenty years. Taxes levied on personal property can be deemed uncollectibleby the Town. The Town's current policy is to write-off uncollectible personal property taxes after four years.At September 30, 2013 the EDC had sales tax receivable of $154,214. No allowance for uncollectible accounts isdeemed necessary.36 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 5: Capital AssetsCapital asset activity for the year ended September 30,2013 was as follows:BalanceOctober 1, Additionsi2012CompletionsGovernmental activities :Capital assets, not being depreciated:LandConstruction in progressTotal capital assets, not being depreciatedCapital assets being depreciated:Buildings and improvementsEquipmentInfrastructureTotal assets being depreciatedLess accumulated depreciation for:Buildings and improvementsEquipmentInfrastructureTotal accumulated depreciationTotal capital assets being depreciated, netGovernmental activities capital assets, netg 2,064,797 $11,827,532Retirements/AdjustmentsBalanceSeptember 30,20133,825,796 I5,252,695$5,890,5937,422,517(9,657,710)13,892,329 g,07g,4gl(9,657,710) 13,313,11014,192,6694,930,76936,502,78055,616,2r8694,7439,657,71010,352,453(34,704)14,I82,6695,590,90946,160,490(34,704)65,933,967Business-type activities:Capital assets, not being depreciated:LandConstruction in progressTotal capital assets, not being depreciatedCapital assets being depreciated:Buildings and systemsVehicles and EquipmentTotal assets being depreciatedLess accumulated depreciation for:Buildings and systemsVehicles and EquipmentTotal accumulated depreciationTotal capital assets being depreciated, netBusiness-type activities capital assets, net34,704(8,578,053)l0)34,704(10,969,859)47,038,165 7,925,94354,964,108$ 60,930,494 $ 17,004,434 $(9,657 ,7 t0) S 68,277 ,2t8$5,000 $1,067,902$$5,00010,772,4149,704,5121,072,9029,704,51210,777,4I4(1,433,077)(I,703,783)(5,441,193)(695,634)(412,324)(1,3 18,552)(2,128,711)(2,081,403)(6,759,745)21,255,176615,76588,27421,255,176704,03921,870,94188,27421,959,215(3,768,694)(360,223)(553,175)66,758)(4,321,959)(426,981)(4,128,907) (619,933)(4,748,840)t7,742,034(53 1,659)17,210,3754,936 $ 9,172,853 S$ 18,813t$ 27,987,789 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 5: Capital Assets - continuedDepreciation expense was charged to functions/programs of the primary goverftnent as followsGovernmental activities :General governmentPoliceDispatchFireStreetsPæks and recreationInspectionsBusiness-type activities :Water and SewerNonmaj or enterprise frrnds 2,426,5t0616,5133,420$8,20954,191105,489213,9731,325,051716,365)rzJJ$$ 619,933Capital asset activity for the EDC for the year ended Septemb er 30, 2013 was as follows:BalanceOctober l,2012Additions/CompletionsRetirements/AdjustmentsBalanceSeptember 30,2013Component unit:Capital assets being depreciated:Leasehold improvementsTotal assets being depreciatedLess accumulated depreciation for:Leasehold improvementsTotal accumulated depreciationTotal capital assets being depreciated, netComponent unit capital assets, net$ 113,849 $$$ 113,849113,849l13,g4g(1 13,849)(l 13,849)(1 13,849)(l 13,849)$$Note 6: Construction CommitmentsAt September 30,2013 the total estimated costs to complete significant construction projects in progress at year-endtotaled approximately $2,012,541 for the Capital Projects Fund and $6,53 1, 154 for the Utility Fund.$$38 Note 7: Interfund Receivables, Payables and TransfersInterfund balances at September 30,2013 were as follows:Due tolfrom other funds:Due To Fund Due From FundTOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013AmountPurposeCapital ProjectsCapital ProjectsGeneral FundGeneral FundGeneral FundGeneral FundGeneral FundImpact FeesInternal ServiceInternal ServiceInternal ServiceNonmajor govemmentalContributions FundContributions FundVy'ater and SewerWater and SewerGeneral FundWater and SewerVy'ater and SewerStorm DrainageWater and SewerCapital ProjectsInternal ServiceGeneral FundGeneral FundWater and SewerStorm DrainageGeneral FundGeneral FundWater and SewerImpact Fee FundGeneral Funds 2,216,9521,5632,1041,35293,9103,8419,619773,83535,22616,4401,416112,5784,6241,460,079891,20023,696Short term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loansShort term loans$The outstanding balances between funds result mainly from the time lag between the dates that (1) reimbursableexpenditures occur, (2) transactions are recorded in the accounting system, and (3) payments between funds are made.Interfund transfers:Transfer FromTransfer ToAmountPurposeGeneral Fr¡rdGeneral FundImpact FeeImpact FeeCapital ProjectsNonmajor GovernmentalWater and SewerVy'ater and SewerWater and SewerNonmajor EnterpriseNonmajor EnterpriseInternal Service FundCapital ProjectsCapital ProjectsWater and SewerGeneral FundCapital ProjectsIntemal Service FundDebt ServiceGeneral FundWater and SewerGeneral Fund$ 17,0002,216,0002,951,000891,20025,64448,8452,16014,253789,16028,00012,540AdministrativeCapital outlayCapital outlayCapital outlayCapital expendituresCapital outlayAdministrativeDebt serviceAdministrativeDebt serviceAdministrative39$6,995,802 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 8: Long-term DebtThe government issues general obligation bonds to provide funds for the acquisition and construction of major capitalfacilities and equipment. General obligation bonds have been issued for both governmental and business-typeactivities. The government also issues revenue bonds where the governmsnt pledges income derived from the acquiredor constructed assets to pay debt service. The certificates of obligation will be repaid by the debt service fund incombination with system revenues.Long-term debt activity for the year ended September 30,2013 was as follows:Balancet0lU20t2IssuedRetiredBalance9/30/2013385,626 $28,171,30037g,699Amount DueV/ithin one Year192,8131,577,750Govemmental Activities :Compensated absences $BondsBond Premium on IssuanceTotal Govemmental26,320,523 8,090,180 (5,475,079) 29,935,625348,642 $25,736,950234,931211,305 $7,710,000168,875(174,321) S(5,275,650)(25,107)Business-t)'oe Activities :Compensated absencesBondsBond Premium on IssuanceTotal Business-type45,22718,447,350350,66735,5215,235,000231,176(31,659)(979,350)(35,448)49,0gg22,703,000546,3951,770,56324,5451,797,25018,843,244 5,501,697 (t,046,457) 23,299,4941,221,795Total Primary Government $ 45,163,767 St3,591,877 $ (6,521,535) $ 52,234,109 $2,992,359Component UnitCompensated absencest0,699 $ (3,113) $ t0,699 $In June 2013, the Town issued refunding bonds, $3,830,000 General Obligation, Series 2013 for the purpose ofrefunding $3,880,000 of taxable general obligation bonds of the Town, in order to lower the overall debt servicerequirements of the Town and to pay costs associated with the issuance of the bonds. There was no cash flow savings oreconomic gain from the refunding since the refunding was primarily to refinance a short-term taxable issue to long-termfinancing.$ 3,113 $40 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,201.3Note 8: Long-term Debt - continuedBonds, certificates of obligation and tax notes at September 30, 2013 are comprised of the following issues for theDebt Service Fund and Vy'ater and Sewer Fund:Governmental Business-TypeActivities Activities Total2004 Certificates of Obligation (38% debt service fund portion and62Yo water and sewer portion) issued March 11, 2004 and maturingAugust 15,2007 to August 15,2024.Interest payable February 15 andAugust 15 at rates ranging from 4.00% to 4.50Yo.2006 Certificates of Obligation (48% debt service fund ponion and52o/o waler and sewer portion) issued September 21, 2006 andmaturing August 15, 2007 to August 15, 2026. Interest payableFebruary 15 and August 15 at rates ranging from 4.00% Io 450%.s 2,849,700 S 4,624,600 $7,474,3004,435,200 4,904,900 9,240,0002008 Certificates of Obligation (90% debt service fund portion and10olo water and sewer portion) issued December 2,2008 and maturingFebruary I 5, 201 I to February 15, 2029 . Interest payable February 15and August 15 at rates ranging from3.75%oto 6.jYo.11,245,500 1,249,500 12,495,000Tax Notes, Series 2010 (100% debt service fund portion) issuedOctober l, 2010 and maturing February 15, 2012 to February 15,2017 . Interest payable February I 5th and August l5th at rates rangingfrom 1.15% to 1.85%.l,425,ooo1,425,0002011 General Obligation Refunding and Improvement bonds (39%debt service fund portion and 610/o water and sewer portion) issuedSeptember I , 20ll and maturing February I 5, 20 I 8. Interest payableFebruary 15 and August 15 at rates ranging froml.75%oto 2.0o/o.705,900 1,104,100 1,810,0002012 General Obligation Bonds (100% debt service fund portion)issued June 15, 2012 and maturing February 15, 2032. Interestpayable February 15 and August 15 at rates ranging from 1.38% to3.25%.3,680,0003,680,0002012 Certiftcates of Obligation (100% water and sewer portion)issued June 15, 2012 maturing February 15, 2032. Interest payableFebruary 15 and August 15 at rates ranging from .40%o to 3.25Yo.2013 General Obligation Refrrnding Bonds (100% debt service fundportion) issued June 15, 2013 maturing August 15, 2029. Interestpayable February 15 and August 15 at rates ranging from 2.0Yo to4.0%.5,685,000 5,685,0003,830,0003,930,0002013 Certificates of Obligation (100% water and sewer portion)issued June 15, 2013 maturing August 15, 2029. Interest payableFebruary 15 and August 15 at rates ranging from2.lo/o to 4.0o/o.5,235,000 5,235,000$ 50,874,3004t$ 28,171,300 $22,703,000 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 8: Long-term Debt - continuedThe annual requirements to amortize the combined debt outstanding for the Debt Service Fund and Water and SewerFund as of September 30,2013 are as follows:Governmenüal Activities Business-Type ActivitiesYear EndedSeptember 30Principal Interest Principal InterestTotalPrincipalToølInterestTotalObligation201420152016201720182019-20232024-20282029-2032Governmental ActivitiesImpact Fee FundDebt ServiceCapital ProjectsConhibution FundBusiness-type ActivitiesWater and Sewer FundWater and Sewer Fund1,577,750 $1,644,400I,836,1001,874,2501,559,7008,259,5008,090,6003,329,000r,223,630 s1,g36,loo1,874,2501,043,65698t,3413,990,2391,915,336289,6211,197,250 $ 862,134 $1,240,600 813,2051,478,900 771,3601,485,750 725,5251,530,300 677,t127,415,500 2,579,3215,193,700 1,175,7173,161,000 351,4562,775,000 $ 2,085,764 $2,885,000 2,649,3053,315,000 2,645,6103,360,000 1,769,t8t3,090,000 1,659,45315,675,000 6,459,56013,284,300 2,991,053$4,860,7645,534,3055,960,6105,129,1814,749,45322,t34,56016,275,3537,131,0776,490,000 641,077Total $28,171,300 912,944,173 522,703,000 $7,955,830 $50,874,300 $20,900,003 571,774,303Note 9: Restricted AssetsThe balances of the restricted asset accounts are as follows:Impact fees - capital projectsSinking fundUnspent bond proceeds / other restricted fundsContributions / escrowCustomer Deposits / EscrowCapital Projects (Unspent Bond Proceeds)$6,300,9261,187,0177,913,626810,901$ 16,212,470$3,973,6077,876,788$ t 1,850,395Note 10: Risk ManagementThe government is exposed to various risks of loss related to torts; theft of damage to, and deskuction of assets; errorsand omissions; injuries to employees; and natural disasters. The government is a participant in the Texas MunicipalLeague Workers' Compensation Joint Insurance Fund (V/C Fund) and the Texas Municipal League Joint Self-Insurance Fund (Property-Liability Fund), a public entity risk pool operated by the Texas Municipal League Board forthe benefit of individual governmental units located with Texas. The government pays an annual premium to theFunds for its workers' compensation and property and liability insurance coverage. The WC Fund and Property-Liability Fund are considered self-sustaining risk pools that provide coverage for its members for up to $2,000,000 perinsured event. There \Mere no significant reductions in insurance coverage from the previous year. Settled claims forrisks have not exceeded insurance coverage in any ofthe past three years.42 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30, 2013Note 11: Texas Municipal Retirement SystemPlan DescriptionThe Town provides pension benefits for all of its eligible employees through a nontraditional, joint contributory, hybriddefined benefit plan in the state-wide Texas Municipal Retirement System (TMRS), an agent multiple-employer publicemployee retirement system. The plan provisions that have been adopted by the Town are within the options available inthe governing state statutes of TMRS.TMRS issues a publicly available comprehensive annual financial report that includes financial statements and requiredsupplementary information (RSI) for TMRS. The report also provides detailed explanations of the contributions, benefitsand actuarial methods and assumptions used by the System. This report may be obøined by writing to TMRS, P.O. Box149153, Austin, T){78714-9153 or by calling 800-924-8677; in addition, the report is available on TMRS' website atwww.TMRS.com.The plan provisions are adopted by the goveming body of the Town, within the options available in the state statutesgoveming TMRS. Plan provisions for the Town were as follows:PlanYear 2012Plan Year 2013Employee deposit rateMatching ratio (city to employee)Years required for vestingService retirement eligibility(expressed as age / years of service)Updated Service CreditAnnuity Increase (to retirees)FiscalYea¡Ending7%2ro 756015,01201 00% Repeating, Transfers70% of CPI RepeatingActualContributionMade7%2to I56015,01201 00% Repeating, Transfers70% of CPI RepeatingContributionsUnder the state law governing TMRS, the contribution rate for each city is determined annually by the actuary, using theProjected Unit Credit actuarial cost method. This rate consists of the normal cost contribution rate and the prior servicecost contribution rate, which is calculated to be a level percent of payroll from year to year. The normal costcontribution rate finances the portion of an active member's projected benefit allocated annually; the prior servicecontribution rate amortizes the unfunded (overfunded) actuarial liability (asset) over the applicable period for that cþ.Both the normal cost and prior service contribution rates include recognition of the projected impact of annuallyrepeating benefits, such as Updated Service Credits and Annuity Increases.The Town contributes to the TMRS Plan at an actuarially determined rate. Both the employees and the Town makecontributions monthly. Since the Town needs to know its contribution rate in advance for budgetary pu{poses, there is aone-year delay between the actuarial valuation that serves as the basis for the rate and the calendar year when the rategoes into effect. The annual pension cost and net asset are as follows:Three Year Trend InformationAnnualPensionCost (APC)PercentofAPCContributedNet PensionObligation(t{pO)201t20122013$43392,523436,397549,899407,379446,794543,431t04%l02o/o99%(36,046)(46,443)(39,97s)$$ TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 11: Texas Municipal Retirement System - continued556,517(3,251)(3,367)549,899(543,431)6,468(46,443)(39,975)The net pension asset has not been recorded in the Town's financial statements due to its immaterialityThe required contribution rates for fiscal year 2013 are determined as part of the Decemb er 3l , 2010 and 201 I actuarialvaluations. Additional information as of the latest actuarial valuation, December 31,2012, also follows:Actuarial AssumptionsValuation Datet2/31120t0t2/3U20tlt2l3v20t2Actuarial Cost MethodProjected Unit Credit Projected Unit Credit Projected Unit CreditAmortization MethodLevel Percent ofPayroll Level Percent ofPayroll Level Percent ofPayrollAnnual Required Contribution (ARC)Interest on Net Pension ObligationAdjustment to the ARCAnnual Pension Cost (APC)Contributions MadeIncrease (Decrease) in net pension obligationNet Pension Obligation / (Asset), Beginning of YearNet Pension Obligation / (Asset), End of Year$$GASB 25 Equivalent SingleAmortization PeriodAmortization Period forNew Gains/LossesAsset Valuation MethodActuarial Assumptions:Investment Rate of Return*Projected Salary Increases**Includes Inflation at22.5 years - ClosedPeriod25 Years1O-Year SmoothedMarket7.0%Vanes by age andservice21.5 years - ClosedPeriod25 Years1O-Year SmoothedMarket7.0%Vanes by age andservice20.5 years - ClosedPeriod25 Years10-Year SmoothedMarket7.0%Vanes by age andservice3.00%3.00%3.00%Cost-of-Living Adjustments 2.lYo 2.1% 2.1%Funded Status and Funding ProsressThe schedule of funding progress below presents multi-year trend information about whether the actuarial value of theplan assets is increasing or decreasing over time relative to the actuarial accrued liability of benefits.44 TO\ryN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2013Note 11: Texas Municipal Retirement System - continuedActuarialValuationDatet2/31/20t0t2/3t/20t1l2/31/20t2ActuarialValue ofAssets(a)6 3,175,2494,072,7905,094,120ActuarialAccruedLiability(AAL)(Ð$ 4,606,1995,493,3076,472,943Unfunded(Overtunded)AAL(UAAL)ft-a)$ 1,430,9501,420,5171,379,723FundedRatioh/b\CoveredPayrollLc)UAAL as aPercentageofCoveredPayroll((b-a)/c)37.4%34.lYo30.0%68.9% $74.l%o78.7%3,929,4224,160,go74,590,015Actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability ofevents far into the future. Actuarially determined amounts are subject to continual revision as actual results arecompared to past expectations and new estimates are made about the future.Actuarial calculations are based on the benefits provided under the terms of the substantive plan in effect at the time ofeach valuation, and reflect a long-term perspective. Consistent with that perspective, actuarial methods andassumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities andthe actuarial value ofassets.Note 12: tr'und BalanceThe Town classifies governmental fund balances in accordance with Government Accounting Standards Board(GASB) Statement No. 54, Fund Balance Reporting and Govemmental Fund Type Definitions:Nonspendable fund balance includes amounts that either (a) are not in a spendable form or (b) are legally orcontractually required to be maintained intact.Restricted fund balance includes amounts for which constraints have been placed on the use of the resources either (a)externally imposed by creditors (such as through a debt covenant), grantors, contributors, or laws or regulations ofother governments, or (b) or imposed by law through constitutional provisions or enabling legislation.Committed fund balance includes amounts that can be used only for the specific purposes determined and approved bypassage of a formal resolution of the govemment's highest level of decision-making authority, the Town Council.Commitments may be changed or lifted only by the government taking the same formal action that imposed theconsfaint originally. In accordance with Town Charter, an amount equal to twenty percent of total general fundexpenditures has been identified as committed.Assigned fund balance includes amounts intended to be used by the government for specific purposes. Pursuant toOrdinance l1-66, the Town Council designated the Town Manager or his/her designee as the official authorized personto assign fund balance. In governmental funds other than the general fund, assigned fund balance represents theamount that is not restricted or committed. At September 30,2013 the Town had assigned fund balances for specificpurposes including parks and recreation in the amount of $1,476,688.Unassigned fund balance is the residual classification of the general fund and includes all amounts not contained in theother classifications.The Town uses restricted amounts ftst when both restricted and unrestricted fund balances are available. Additionally,the Town would use committed, then assigned and lastly unassigned amounts of un¡estricted fund balance whenexpenditures are made.The Town's financial goal is to achieve and maintain an unassigned fund balance in the general fund equal to twenty-five percent of budgeted expenditures, but may be reduced down to ten percent in unusual financial circumstances witha conective five-year plan to restore the fund balance back to twenty-five percent.45 TOWN OF PROSPER, TEXASNotes to the Financial StatementsFor the Year Ended September 30,2073Note 13: Prior Period AdjustmentsThe Town decided to early implement GASB Statement No. 65, Items Previously Reported as Assets and Liabilitiesduring the year ended September 30,2013. Prior to implementation, the Town capitalized bond and other debt issuancecosts in the government wide and proprietary fund financial statements when incurred and subsequently amortized theresulting asset over the life of the bonds. The Statement requires that such items now be expensed as incurred, includingwriting off balances previously capiølized. The following table illustrates the effect of the prior period adjustments atSeptember 30,2013.GovernmentalActivitiesWater and SewerFundBusiness-typeActivitiesAs previously stated September 30,2012 $Expensing ofbond issuance costs in accordance withGASB 6561,078,750 $ 14,889,959 $(485,121)(318,475)Beginning fund balance October 1,2012 as restated $ 60,593,629 $ 14,571,483 $t4,829,527Note 14: Upcoming Accounting PronouncementsIn June 2012, rJne GASB issued Statement No. 68, Accounting and Financial Reporting þr Pensions, an amendment ofGASB Statement 27. This Statement requires governments providing defined benefit pension plans to recognize theirlong-term obligation for pension benefits as a liability on the statement of net position and to more comprehensively andcomparably measure the annual costs of pension benefits. This Statement will require the Town to record a liability andexpense equal to their proportionate share of the collective net pension liability and expense for the TMRS plan. ThisStatement requires the use of the entry age normal method to be used with each period's service cost determined as alevel percentage of pay and requires certain other changes to compute the pension liability and expense. This Statementalso requires revised and new note disclosures and required supplementary information (RSI) to be reported byemployers. The provisions of this Statement are effective for periods beginning after June 15,2014.The Town will fully analyze the impact of this new Ståtement prior to the effective date for the Statement listed above15,148,002(318,475)46 TOWN OF PROSPER, TEXASSchedule ofRevenues, Expenses and Changes in Fund Net PositionBudget and Actual - Water and SewerFor the Year Ended September 30,2013Water and Sewer FundOriginalBudgetFinalAmendedBudgetActualBudgetBasisVarianceV/ith FinalBudgetPositive(Negative)OPERATING REVENLIESWater and sewer chargesSanitation chargesVy'ater and sewer connectionsService initiationMiscellaneousTotal Operating RevenueOPERATING EXPENSESPersonnel servicesMaterials and suppliesContractual servicesTotal Operating ExpensesOperating Income (Loss)NON.OPERATING REVENUES(EXPENSES)Interest revenueInterest expense and fiscal chargesBond issuance costTotal nonoperating revenues(Expenses)$6,743,500 $770,000300,00032,00225,5006,934,276 $774,000484,44942,0027,37t,604 $89 1,1 60559,1 g653,3379 1,135437,328I 17,16074,737I1,33518,035t51007,g7l,oo29,307,9278.966,422658,595845,725245,0473"734,0355,100,3495,046,2024,824,907770,6533,261,6254,141,615879,990949,891393,5003,756,959923,367355,'7003,967,135(22,358)I10,653133,100221,395)30,000(1,596,847)137,745(1,596,847)t72,lt8(551,150)(102,1 l0)34,9731,045,69',7/r02,1 l0)(1,566,847) (1,459,102)INCOME BEFORE TRANSFERS1,203,9061,902,523TRANSFERSNet transfers inl(out)(79t,320)Total Transfers(79t,320)s 412,486 $Change in net positionReconciliation to generally accepted accounting principles (GAAP)DepreciationChange in net position (GAAP basis)Net position, beginning, restatedNet position, ending(79t,320)113,627904,9471,011,2033,774,700 S 2,763,497(616,513)3,1 58,1 8714,571,483(480,542)3,661,0731,858,550978,560(791,320\t13,627904,94747s 17,729,670 TOWN OF PROSPE& TEXASSchedule ofRevenues, Expenses and Changes in Fund Net PositionBudget and Actual - Storm DrainageFor the Year Ended September 30,2013Storm Drainase FundOriginalBudgetFinalAmendedBudgetActualBudgetBasisVarianceV/ith FinalBudgetPositive(Negative)OPERATING REVENUESStorm drainage utility feesTotal Operating RevenueOPERATING EXPENSESPersonnel servicesMaterials and suppliesContractual servicesTotal Operating ExpensesOperating Income (Loss)NON-OPERATING REVENUES(EXPENSES)Interest revenueInterest expense and fiscal chargesTotal nonoperating revenues(Expenses)42,71534,45051,45027,51234,45051,450$208,000 $208,000 g 223,691 $ 15,691208,000208,000223,69r15,69128,22913,37774,234(717)21,073(22,784)128,615tt3,4t2115840t07851(2,428)79,38594,58813,2631,000(106,9 I 8)2,000(106,918)2,344(78,918)28,000344(105,918)(104,918)(76,574)28,344INCOME BEFORE TRANSFERS(26,533)(10,330)TRANSFERSNet transfers inl(out)(12,780')(12,780)Total Transfers(12,780)(r2,780)Change in net position$(3e,3r3) $(23,1t0)Reconciliation to generally accepted accounting principles (GAAP)DepreciationChange in net position (GAAP basis)Net position, beginning, restatedNet position, ending31,27741,607(40,540)(27,760)(40,540)(27,760)(9,263) $ ___l-:,847_(3,420\(12,683)258,044$245,36148 STATISTICAL SECTION STATISTICAL SECTIONThis part of the Town of Prosper's comprehensive annual financial report presents detailed information as a context forunderstanding what the information in the financial statements, note disclosures, and required supplementaryinformation says about the government's overall financial health.ContentsPage49Financial TrendsThese schedules contain trend information to help the reader understand how thegovernment's financial performance and well-being have changed over time.Revenue CapacityThese schedules contain information to help the reader assess the government'smost significant local revenue source, the property tax.59Debt CapacityThese schedules present information to help the reader assess the affordabilityof the government's current levels of outstanding debt and the govemment's abilityto issue additional debt in the future.65Demographic and Economic InformationThese schedules offer demographic and economic indicators to help the readerunderstand the environment within which the government's financial activitiestake place.7lOperating InformationThese schedules contain service and infrastructure data to help the reader understandhow the information in the government's financial report relates to the services thegovernment provides and the activities it performs.t5Source: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financialreports for the relevant year. Town ofProsper, TexasNet Position by ComponentLast Ten Fiscal Years(accrual basis of accounting)(amounts expressed in thousands)2004$$Governmental activitiesNet investrnent in capital assetsRestrictedUnrestrictedTotal governmental activities net positionBusiness-type activitiesNet investment in capital assetsRestrictedUnrestrictedTotal business-type activities net positionPrimary governmentNet investment in capital assetsRestrictedUnrestrictedTotal primary goverïment net positionSource: Town financial statementsFiscal Year200520062007587t3l1,246I,l 192233,221s 1,22512,226(6,941\$ 7068,1501,861$ 10,717$ 1,964 $ 4,563 $ 6,510$$$$2,728JJ9452,765323,750402,8624,609393,242t99i__uqq_$ 3,996 S 6,652 $ 7,890$ 3,315t642,lgl$ 5,670$ 3,884 $4,91512,266(4,079)5,3 l58,1 89$2554,420$ 8,5595103$ 13,162$ 18,60749 20082009201020tt20122013I 33,4229,8094,693g 37,3669,3596,979$ 41,79810,8498,432$ 46,9189,89210,183s 47,924$ 33,9198,4403,704$ 46,063$ 37,2715,9528,410$ 51,633$ 53,704 $ 61,079 $ 66,993$$3,321426,3386,804445,9296,0589,090$ 5,704$ 5,6157,695s 12,6435,332_s t?9ß_$6,034$ 9,701 $ 12,777 $ 11,738$ 13,310 $ 15,148s 36,7439,8511 1,03 140,7238,4849,633s 42,9755,952$s 57,625 $ 58,84014,444$ 63,371$ 42,9819,35914,674_$ 67W_$ 47,85610,84917,522_8 762n_$ 59,5619,88215,515$ 84,95850 Town ofProsper, TexasChanges in Net PositionLast Ten Fiscal Years(accrual basis of accounting)(amounts expressed in thousands)Fiscal YearExpensesGovemmental activities:General governmentPublic SafetyTransportationCulture and RecreationInterest on long-term debtTotal governmental activities expensesBusiness-type activities :'Water, Sewer and sanitationTotal business-type activities expensesTotal primary government expensesProgram RevenuesGovernmental activities:Charges for services:General governmentPublic SafetyTransportationCulture and RecreationOperating grants and contributionsCapital grants and contributionsTotal govemmental activities program revenuesBusiness-type activities :Charges for services:'Water, sewer and sanitationTotal business-type activities program revenuesTotal primary government program revenuesNet (expense) revenueGovernmental activitiesBusiness-type activitiesTotal primary government net expense6381,285414l71951,2291,9052362442521,4922,089417125516200620079341,601230492763,0903,7664,63920042005$$$$2,5491,5342,3812,6523,8891,5342,3812,6523,8894,0935,4716,4188,5288023482932t1231,3 1g348221ll55592,3631591,0476805471,852304412982661,5972,5612,9324,7961,5222,2433,6033,4447,5222,2433,6033,4443,1 0g4,9046,5358,240t57(e62)(rz)$ (e74)(s2e)(138)(834)951$ (667) $ ttz(44s)$ (288)51 200820092010201120122013$$$2,0632,485r,4441304592,7643,3297,3564441,2766,5819,169$ 3,0754,1092,3707281,13911,420$ 2,7854,3411,6161,5461,10871,3962,1933,8691,6099r7895$ 2,8905,0521,8251,9961,3 l89,48312,9714,0764,46051405,3325,4766,2934,0764,46051405,3325,4766,29310,65713,62914,62316,75216,872 19,2641,440t624854184525613606723972,2248264003502,9081,9923122665,3562,2103521,3972935,7162,9572,3183,2934,4847,9268,3734,50',747205,3937,2388,021 9,0994,50747205,3937,2388,0219,0997,4647,0388,68611,72215,947 t7,472(3,624)431(6,851)260(6,190)253(6,936)1,906(3,470)2,545(4,598)2,906$ (3,193)$ (6,s91) $ (s,937) $ (5,030) $ (925) g (r,792)52 Town of Prospero TexasChanges in Net PositionLast Ten Fiscal Years(accrual basis of accounting)(amounts expressed in thousands)Fiscal YearGeneral Revenues and Other Changes in Net AssetsGovernmental activities :TaxesProperty taxesSales taxesFranchise taxesImpact fees and escrow feesInvesûnent incomeMiscellaneousGain/(Loss) on sale of capital assetTransfersTotal governmental activitiesBusiness-type activities :Invesürrent incomeMiscellaneous incomeGain/(Loss) on sale of capital assetTransfersTotal business-type activitiesTotal primary governmentChange in Net PositionGovernmental activitiesBusiness-t1pe activitiesTotal primary governmentSource: Town financial statements2004200520062007$$$$8709711627959(284)1,5741,4072061,6861,50920t3,0151,20830428963(s)(406)s743761,10779(1,565) (1,553)1,8573,1282,7814,160t2t2t32JJ40658821,5651,5532843084291,7051,7182,1653,5574,4965,878895296, sqq2911,9472,6564,3171,273$ 1,191 $ 2,890 $ 4,603 $ 5,59053 20082009201020112012 2013$(1,237)7,359$(2,708)4,9904,4291,2883411,828s96tt45,2961,077428367456745,5051,3093992,689338ll65,9861,32142s53155530$$$6,3921,942s05628162864s 7,3142,479520t67582(73)1510,3704343528,90410,845 10,ggg1093374395347t759l966065431,2372,108(15)(434)(3s2)(1e6)731,3798,7382,81698(334)3397,80610,4688,57010,649 11,3273,7351,810(1,861)3,0764,1803511,9691,5727,3752,3496,3893,145$ 5,545 $ 1,215 $ 4,531 $ 3,540 g 9,724 $ 9,53454 Town ofProsper, TexasFund Balances of Governmental FundsLast Ten Fiscal Years(modified accrual basis of accounting)(amounts expressed in thousands)tr'iscal Year20042005 200620072008General FundReservedUnreservedNonspendableCommittedUnassignedTotal general fundAll other governmental fundsReservedUnreserved, reported in:Capital Project fundsImpact Fee FundsSpecial revenue fundsNonspendableRestrictedDebt ServiceCapital ProjectsAssignedSpecial revenue fundsTotal all other governmental fundsSource: Balance Sheets--Governmental Funds in Town CAFRs.1,1811,821$ 1,181 $ 1,821 s 2,929 $ 3,093 $ 4,007$$$742,855593,034183,989$$$ r:r s 223 $ 3ls $ s81 $ 6223,60447810,0111,8263,8191,6243,1604,2902,2336,936s 4,213 $ 5,666 I t2,t52 $ 8,031s 9,79155 $$2009201020rlI5,568201291,7155,35620134,39816,9205,89334,969$$$)11,8555,201$ 4,398 S 4,971 $ 5,569 $ 7,080 $ 7,083s 2,557 I 577 S 737 $89016,83 g1,172$ 18,905$1,18717,7991,477s 20,4635,348$ 25,360 S t6,l2t $ 16,2565,3376,2393,9686J,895,276556 Town of Prosper, TexasChanges in Fund Balances of Governmental FundsLast Ten Fiscal Years(modified accrual basis of accounting)(amounts expressed in thousands)Fiscal YearRevenuesTaxesLicenses and permitsIntergovernmentalCharges for servicesFines and forfeituresInvestrnent EarningsContributionsMiscellaneousGrantsTotal RevenuesExpendituresGeneral governmentPublic safetyTransportationCulture and recreationCapital outlayDebt servicePrincipalInterestOther chargesTotal ExpendituresExcess ofrevenues over (under)expendituresOther financing sources (uses)Transfer inTransfer outProceeds from insuranceProceeds from debt issuancePremium (discount) on debt issuancePayments to Bond Escrow AgentCapital LeasesNet other financing sources (uses)Net change in fund balancesDebt service as a percentage ofnoncapital expenditures$ 2,0051,1241112439879t2'1$ 3,186r,9762762459328972$$6,0343,925452161247596506,1007,26610,482 ll,52g2004200s200620074,5003,9645001561311,107457920083,3832,429JJ3041065746t376$3,7316241,09917671,9428191,34216526770l,l7g1,594210293781,4661,871t7'7928,3382,0032,1943s2972,10818118418933622t257399481386493_4,2133,6473,867 12,9237,634(482) 2,4533,399(2,341) 3,895292(s76)2s0(6s6)(1,565)5,760(l,553) (1,237)4,003304548t43,749(361) 4,195 (1,505) (7,223)8 3,267 S 2,092 S 7,594 $(3,846) $ 2,672t6.t%18.2o/o13.7%19.6%159%Source: Statement of Revenues, Expenditures, and Changes in Fund Balance for Governmental Funds57 2009201020tt20122013$ 6,738 $7,7586701,1091,8093931542721152858,8501,5712,8632,86154t1603482861982,2253,0072573792,9432,7503,8791,2696534,1122,7984,1445118997,6607,2646721,1092,858227339451161,070$ 10,2201,7521,7303,066647t661,12957049$$55058497623945659742789,954 13,70012,56517,67819,3292,1733,64850381413,t745271,6002,9464,652s231,1679,7734848939361,101591,3181,0798l1,3961,15315810,188 22,439 14,759 lg,4g021,668(234) (8,739) (2,194)(812) (2,339)(2,940)13,9002,460(2,445)1,066(667)4262,045ll2323,509(3,177)7504,712242(1,064)6,057(6,150)l27,710t69(3,899)4t5811,233732,8g14,9723,899$l0,ggg $(8,666) $ 687$1,560t9.0%23.0%t9.t%21.4%$ 4,16022.1%58 Town of Prosper, TexasGeneral Govemmental Tax Revenues By SourceLast Ten Fiscal Years(modified accrual basis of accounting)(amounts expressed in thousands)FiscalYearPropertyTaxSalesTaxFranchiseTaxTotal870 $1,5741,6863,0154,4295,2965,5046,0r26,4037,223Source: Town CAFRs and detailed financial records200420052006200720082009201020lt20122013$971 $1,4071,5071,2091,2881,0771,3091,3211,9422,478t62 $2062013043414283994245055202,0033,1873,3944,5276,0596,9017,2127,7578,95010,22159 Town ofProsper, TexasAssessed Value and Estimated Actual Value of Taxable PropertyLast Ten Fiscal Years(amounts expressed in thousands)FiscalYearEndedTotal EstimatedMarket Valueas AssessedEstimated Estimated Less:Market Value Market Value Tax ExemptTotal TaxablerAssessedValueTaxable AssesedValue as a 7oof EstimatedMarket ValueTotalDirectTaxRateRealProperty PersonalProperty RealProperty2004 $20052006200720082009201020tt20t22013315,804 $389,550562,960922,0561,280,4901,502,656l,54g,gg71,651,6761,753,5221,905,100303,034 $373,458541,335gg5,67l1,249,2291,470,009l,516,l691,618,1791,719,1901,965,37012,770 S16,09221,62526,39531,26232,64733,71833,49734,33239,73059,605 $76,950156,664353,0t7461,769507,992503,338504,888522,150557,691256,199312,600406,296569,039818,721994,6641,046,549l,146,7gg1,231,3721,347,4090.479700.405390.498820.520000.520000.520000.520000.520000.520000.5200081.t3%80.25%72.17%61.71%63.94%66.t9%67.52%69.43%70.22%70.73%Source: Collin and Denton County Appraisal District Certified Totals and Collin County Tax Assessor-Collector Tax RollstTaxable Assessed Values are net of local option over-65 exemptions, state mandated agricultural exemptions, anddisabled veterans' exemptions. This amount may include senior tax freeze ceiling amounts.60 Town of Prosper, TexasProperty Tax RatestDirect and Overlapping2 Governments(per $100 ofassessed value)Last Ten Fiscal YearsTown of Prosper Tax RateOverlapping Tax RatesFiscalYearGeneralGovernmentDebtServiceTotal.ProsperISDCollinCountyCollinCollegeDentonCounty200420052006200720082009201020lt20t220t30.2912600.2208360.3142680.2449250,2149890.2059t60. I 852580.2030630.2030860.1938091.9515001.97s3101.8000001.6700001.6700001.6400001.630000r.6700001.6700001.6700000. l 884400.1 845490.t845490.27s0750.3050110.3140840.33474203169370.3r69140.32619r0.4797000.4053850.4988170.5200000.5200000.5200000.5200000.s200000.5200000.5200000.2500000.2s00000.2450000.2450000.2425000.2425000.2400000.2400000.2400000.237s000.0906460.0894220.0876830.0869840.0864930.0863000.0863000.0863000.0862990.0836430.2548000.2464800.2319200.2358900.235'7700.2498000.2739000.2773570.2828670.2849t4Source: Collin County and Denton County Appraisal DistrictslTax rate is per $100 of taxable assessed value2Overlapping rates are those of local and county govemments that apply to property owners within the Town of Prosper,6l Total Direct& OverlappingRatesCollin CountyTotal Direct& OverlappingRatesDenton County2.7718462.7201172.6315002.5219842.5189932.4888002.4763002.5163002.5162992.51t1432.6860002.6271752.s307372.4258902.4257702.4098002.4239002.4673572.4728672.47491462 Town of Prosper, TexasProperty Tax Levies and CollectionsLast Ten Fiscal YearsCollections within theFiscal Year of the LevyTotal Collections to Datetr'iscal YearEndedTotal TaxLevy forFiscal YearPercentageofLevyCollections inSubsequent YearsPercentageof LevyAmountAmount200420052006200720082009201020tl20t2201398.30%99.25%98.74%9832%98.48%98.66%98.77%99.44%99.11%99.24%13,6799,25918,58 149,01465,89069,93666,25933,50156,535999%993%999%t00.0%100.0%100.0%100.0%100.0%t00.0%99.2%$ 860,692l,56l,g7g1,664,7282920,1454,345,2645,2lg,g5l5,404,3695,932,3596,380,0377,036,147$ 846,0981,550,2741,643,7242,971,1314,279,3745,149,0155,338,1095,ggg,g576,323,5026,982,797$s 859,7771,559,5331,662,3052,920,1454,345,2645,218,9515,404,3695,932,3586,380,0376,982,797Note: Taxes stated are for General Fund and Debt Service Funds.63 Town ofProsper, TexasPrincipal Properfy TaxpayersFiscal Year End 2013 and200420132004TaxpayerTaxableAssessedValueTaxableAssessedValuePercentage ofTotal TaxableAssessedValuePercentage ofTotal TaxableAssessedRank ValueRankVy'estem Rim InvestorsFirst Texas Homes Inc.Five SAC Self-Storage Corp.Rosebriar Prosper Plaza LPSaddle Creek Investrnents LTDProsper Land Company LTDPreston Development LTDDeion SandersDa'Hood TrustCC Joint Ventures LTDs 44,617,7917,487,6396,940,4r76,917,1516,069,3715,897,6335,417,2425,364,5224,594,2174,443,3532123456789l0J456789l03.31%056%052%O,'TYO0A5%0.44%0.40%0A0%0.34%033%1PDC 380 Prosper LTDLennar Homes2002 Tuscany Partners LPHope Lumber & Supply Co.Hope Lumber & Supply Co. LPSouthern Star Concrete Inc.Lattimore Materials Co.Mahard Grain Co.Totals$ 97,748,335Source: Collin and Denton County Appraisal Districts7.25Yo $ 38,055,860s 10,372,563$ 9,756,8812,654,9192,563,4372,337,4272,334,2022,271,4792,060,976l,g0g,9461,794,1314.05%3.81%1.04%r.00%0.91%0.91%0ß9%0.80%0.75%0.70%14.85%64 Town ofProsper, TexasRatios of Outstanding Debt by TypeLast Ten Fiscal Years(amounts expressed in thousands, except per capita amount)Governmental ActivitiesBusiness Type ActivitÍesFiscalYearGeneralObligationBondsNotesCapitalLeasesRevenueBondNotesCertificates ofOblÍgation2004200520062007200820092010201t20t220135,5945,521ll,2l410,99310,69224,13622,25921,35519,65518,9094032981881r8,5468,44414,59114,27213,81313,19413,91513,l7g18,79923,249$$$$$JJt7$50743l3031345l2t4,5528,2162,0451,7651,425Note: Details regarding the Town's outstanding debt can be found in the notes to the financial statements.I See the Schedule of Demographic and Economic Statistics for personal income and population data.N/A: Data not available at the time of this publication65 TotalPrimaryGovernmentPercentageof PersonalIncomelPerCapital$$14,61614,35426,01425,36624,52637,36436,22536,60044,77051,799lt.2%7.8%10.8%8.8%7.8%tt.5%n nî/t.t /o6.3%65%N/A4,7153,5014,9554,1933,8625,2633,8443,2803,6733,87166 f iscalYearGeneralObtigationBondsTown ofProsper, TexasRatios of General Bonded Debt OutstandingLast Ten Fiscal Years(amounts expressed in thousands, except per capita amount)CertificatesOtherNotes orObligationsObligationPerofPercentage ofActual TaxableValue ofPropertytTotalCapita¿200420052006200720082009201020tl201220134,5528,2165,5845,521ll,2l410,99310,69224,136)) J\O21,35579,65518,9094533722t91013l34512,0661,7651,4256,0375,9931r,43311,09410,71324,17022,31023,42125,97228,5502.36%r.89%2.81%t.9s%r3t%2.43%2.13%2.04%2.tt%2.12%1,9471,4372,1781,8341,6873,4042,3682,0992,1312,134$$$$$Note: Details regarding the Town's outstanding debt can be found in the notes to the financial statements.I See the Schedule of Assessed Value and Estimated Actual Value of Taxable Property for property value data.2 Population data can be found in the Schedule of Demographic and Economic Statistics67 Town of Prosper, TexasDirect and Overlapping Governmental Activities DebtAs of September 30,2013Governmental UnitDebt repaid with property taxes:Prosper Independent School DistrictCollin CountyCollin CollegeDenton CountySubtotal - overlapping debtTown ofProsper direct debtTotal direct and overlapping debtDebtOutstandings 233,531,55',7393,350,00037,694,245.0001,260,820,802$ 28,549,999EstimatedPercentageApplicablelEstimatedShare ofOverlappingDebts 153,920,6497,670,325735,0381,430,999163,757,00028,549,999$ 192,306,99965.91%r9s%r.95%0.24%100%Source: Outstanding data for other entities from Municipal Advisory Council of Texas estimate on 10/2013 repoft.Actual amounts of overlapping debt vary based on entity paym.ent schedules and any new issuances.Note:Overlapping governments a¡e those that coincide, at least in part, with the geographic boundaries of the Town. Thisschedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents andbusinesses of the Town of Prosper. This process recognizes that, when considering the government's ability to issue andrepay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However,this does not imply that every taxpayer is a resident, and therefore responsible for repaying the debt, of each overlappinggovernment.lThe percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentageswere estimated by determining the portion of the government's taxable assessed value that is within the governmenfsboundaries and dividing it by the government's total taxable assessed value.68 Town of Prosper, TexasLegal Debt Margin InformationLast Ten Fiscal Years(rates rounded to 4 places)20042005200620072008Tax Rate Limit$1.s0 $r.s0 $1.s0 $1.50 $ 2.50Total Tax Rate0.47970.40540.49880.52000.5200Available Tax Rate$ r.0203 $ 1.0946 $ 1.0012 $ 0.9800 $ 1.9800Note: The Torvn Charter does not provide for a debt limit.For FY 2002 -FY 2001 , under Article XI, Section 4 of the Texas Constitution, the maximum tax rate under general law charter is$1.50 per $100 assessed valuation.For FY 2008- Present, under Article XI, Section 5 of the Texas Constitution, the maximum tax rate under a home rule charter is$2.50 per $100 assessed valuation.No direct bond debt limitation is imposed on the Town under current state law or the Town's Charter.69 2009201020lr20122013$2.s0 $ 2.s0 $2.50$2.50$2.s00.52000.52000.s200 0.s2000.5200$ r.9800 $ 1.9800 $ 1.9800 $ 1.9800 $ 1.980070 Town ofProsper, TexasDemographic and Economic StatisticsLast Ten Fiscal YearsFiscalYearPopulationrPersonalrncome2PerCapitaPersonalIncome2(expressed inthousands)SchoolEnrollment3UnemploymentRatea200420052006200720082009201020tt20t220133,100 $4,1005,2506,0506,3507,1009,423I 1,16012,19013,380t30,721 $183,942241,064289,104313,963325,776467,654584,996694,066N/A42,t6944,86445,91747,88549,44345,98449,62952,41956,117N/A1,3001,4751,9252,1002,9003,2203,5',153,6275,3536,4024.8%4.6%4.2%3.9%4.8%7.6%'1.1%7.1%s.7%5.t%lPopulation data estimates from the North Central Texas Council of Governments2Per capita personal income data not available specific to Prosper. Used Collin County data from Bureau of Economic Analysis toestimate3Enrollment data comes from Prosper ISDaAnnual Unemployment Rate updated to Collin County data from the Texas Workforce CommissionN/A: Data not available at the time of this publication7l Town of Prosper, TexasPrincipal EmployersCurrent Year2013EmploverProsper ISDTown ofProsperGentle CreekDairy Manufacturers, Inc.Mahard Egg FarmProBuildLattimore MaterialsCVSCrossland ConstructionProsper BankEmplovees76612252353l3026252012RankI2J456189l0Percentageof Total TownEmplovment57.25%9.12%3.89%2.62%2.32%2.24%134%1.87%1A9%0.90%83.630/0TotalI,ll9Source: Prosper EDC, Self-reported by Employers & StaffEstimateN/A: Data not available for 2004 at the time of this publication72 Town of Prospero TXOperating Indicators by FunctionÆrogramLast Ten Fiscal Years(dollar amounts below expressed in thousands)FunctionÆrosramGeneral GovemmentBuilding Inspection PermitsCommercial ConstructionNumber of UnitsTotal dollar value of permits issuedAverage ValueResidential ConstructionNumber of UnitsTotal dollar value of permits issuedAverage ValuePublic SafetyPolicePhysical ArrestsTraffic CollisionsFireTotal Incidents/Calls for ServiceFireOverpressure/ExplosionRescue & EMSHazardous ConditionService CallGood Intent CallFalse Alarm & False CallSevere Weather & Natural DisasterSpecial IncidentFire MarshalFire InspectionsFire Safety ProgramsMunicipal CourtNumber of cases filedNumber of cases closedPublic WorksVy'ater & Sewer'Water CustomersWastewater CustomersFiscal Year2004 2005 2006 2007 2008 2009N/AN/AN/A15$ 5,630 $$ 37s$236,195 $269 $l44,721337N/AN/AN/A310N/A $ l2s,N/A $t414,410 $1,029 $177N/AN/A340 338180 $ t09,l4l $368 $ ¡Z¡ $22799,110 $437 $20462,87030832956t32847115887678741453',79361168087J148128901666t324576646291,0598251,7431,5921,7621,707901)6499576341292539155452JN/A78443889264656I3343810459522N/AN/AN/AN/AN/A94371,12397948421232l2754425604942Jl89N/AN/AN/AN/A8827961,2778671,6561,1732,0131,4932,3801,8422,6642,0072,9932,137Source: Town of Prosper Department StaffN/A: Data not available at the time of this publication.t) 8$ 3,150 $$ 394$1314,341 $1,103 $2ts 4,219$ zot2010 20tt 2012 20132t28,3851,352299s 79,232$ 26s347$ 100,084$ 288445$ 172,757$ 388483s 195,257$ 4041s0138109l5l111174991297764239930147619521,04663144t382341,122671158534t931001321,06345659720t969496J685t0764l3rt242278144,4183,56840223659202,0501,5043,0802,3332,0251,8333,4312,6721,6451,68 82,llg1,8723,8533,08474 Town of Prosper, TexasFull-time Equivalent Town Government Employees by FunctionLast Ten Fiscal YearsFiscal Years2004 200s 2006 2007 2008 2009 2010 20tt 20122013GENERAL ['UNDAdministrationCode ComplianceCourtDispatchEngineeringFireFire MarshalInspectionsLlbraryParksPlanningPoliceStreetsTotal General tr'undaJ1I5II1.5I7I2282251II.5I611I924Ii8.5;1I724II8.5Ji6251III8.5I8I2Jl126.5II7I20I71.58)l526.51I7Il9I6II2t225.5II7I8.5I61421125.5II6I8.5I6I4Jl025.;)6It9 27 30 38 44 56 60 61 6874ENTERPRISE F'UNDSStorm DrainageutilityBillingWastewaterWaterTotal General Fund2a5;25;25I25134;2i1I2)5I537I2.5588824999 10 13 16.5CAPITAL PROJECTS FUND11I12t 31 38 46 53 6670 72 81 91.5Source: Town ofProsper Annual Budget75 Page 1 of 1 To: Mayor and Town Council From: Kent R. Austin, Finance Director Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon a resolution declaring the expectation to reimburse expenditures for the design and construction of Coleman Street (Prosper Trail to Prosper High School) and Rhea Mills concrete street improvements with proceeds of future debt, and authorizing the preparation of the documents associated with the issuance, sale, and delivery of the debt obligations; and providing an effective date. Description of Agenda Item: The attached resolution allows the Town to pay for specific capital project costs from existing funds now and be reimbursed later when bonds are sold. The Coleman Street project is estimated at $1,880,000, and the Rhea Mills concrete street improvements are estimated at $1,302,000. While the combined amount for these projects is $3,182,000; both are listed in the Town CIP for FY 2014-2015 as authorized, unissued GO’s in the amount of $2,502,000. The remaining balance of $680,000 for the Coleman Street project is to be funded from the Drainage Utility Fund ($500,000) and Water Impact Fee Fund ($180,000). Budget Impact: The reimbursement resolution itself has no budget impact; repayment of the expenditures will be included in the debt service portion of the tax rate after the bonds are issued. Initial funding for the design work will come from the Capital Projects Fund. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, LLP, prepared this resolution. Attached Documents: 1. Resolution Town Staff Recommendation: Town staff recommends the Town Council approve the reimbursement resolution. Recommended Motion: I move to approve the resolution declaring the expectation to reimburse expenditures for the design and construction of Coleman Street (Prosper Trail to Prosper High School) and Rhea Mills concrete street improvements with proceeds of future debt, and authorizing the preparation of the documents associated with the issuance, sale, and delivery of the debt obligations; and providing an effective date. Prosper is a place where everyone matters. FINANCE 11 TOWN OF PROSPER, TEXAS RESOLUTION NO. 14-__ A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, DECLARING THE EXPECTATION TO REIMBURSE EXPENDITURES FOR THE DESIGN AND CONSTRUCTION OF COLEMAN STREET (PROSPER TRAIL TO PROSPER HIGH SCHOOL) AND RHEA MILLS CONCRETE STREET IMPROVEMENTS WITH PROCEEDS OF FUTURE DEBT, AND AUTHORIZING THE PREPARATION OF THE DOCUMENTS ASSOCIATED WITH THE ISSUANCE, SALE, AND DELIVERY OF THE DEBT OBLIGATIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town of Prosper, Texas (the “Town”), intends to issue debt in the amount of $2,502,000.00 for capital expenditures in connection with the design and construction of Coleman Street (Prosper Trail to Prosper High School) and Rhea Mills concrete street improvements from the proceeds of such debt issued subsequent to paying such costs; and WHEREAS, under Treas. Reg. § 1.150-2 (the "Regulation"), to fund such reimbursement with proceeds of tax-exempt obligations, the Town must declare its expectation to make such reimbursement; and WHEREAS, the Town desires to preserve its ability to reimburse the capital expenditures referenced herein with the proceeds of tax-exempt obligations. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 The Town reasonably expects to reimburse capital expenditures in the amount of $2,502,000.00 with respect to the design and construction of Coleman Street (Prosper Trail to Prosper High School) and Rhea Mills concrete street improvements with the proceeds of debt hereafter to be incurred by the Town, and that this Resolution shall constitute a declaration of official intent under the Regulation. SECTION 2 The Town’s Financial Advisor is hereby authorized and directed to prepare, or cause to be prepared, any and all documents including, but not limited to, an Official Statement associated with the issuance, sale, and delivery of the bonds, the proceeds of which will provide financing of the foregoing projects listed in Section 1 of this Resolution. SECTION 3 This Resolution shall take effect from and after the date of its passage. 11 Resolution No. 14-___, Page 2 DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 25TH DAY OF MARCH, 2014. ___________________________________ Ray Smith, Mayor ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney 11 Page 1 of 2 To: Mayor and Town Council From: Matt Richardson, P.E., Senior Engineer Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon authorizing the Town Manager to execute an agreement between Kimley- Horn and Associates, Inc., and the Town of Prosper, Texas, related to the design of Coleman Street (Prosper Trail to Prosper High School). Description of Agenda Item: This engineering contract is for the design of two lanes (eastern half) of an ultimate four-lane divided roadway on Coleman Street between Prosper Trail and Prosper High School. It also includes a sidewalk parallel to the roadway, an enclosed drainage system, a new culvert crossing north of Prosper Trail, a 16" water line north of Prosper Trail, and a traffic signal at the intersection of Coleman Street and Prosper Trail. This project is needed to improve the safety of traffic traveling on Coleman Street, especially traffic going to and from Prosper High School. The lanes of the existing roadway are approximately 10 feet wide and are bordered by drainage ditches on both sides. The lanes of the new roadway will be 12 feet wide with concrete curbs on each side. The four-way stop at Coleman Street and Prosper Trail will be replaced by a traffic signal which will improve the flow of traffic on both Coleman Street and Prosper Trail. A list of qualified firms to provide professional engineering and related services to the Town of Prosper is also being considered concurrently with this agenda item. Kimley-Horn and Associates, Inc., is one of six firms on that list qualified in the area of roadway design. Budget Impact: The total cost of this engineering contract is $199,100. The total budget for this project is $1,880,000 from the following CIP projects:  Coleman Street (Prosper Trail - HS) $ 1,000,000  Coleman Street & Prosper Trail Traffic Signal $ 200,000  Coleman 16" Water Line (Prosper Trail North) $ 180,000  Coleman Street Culverts $ 500,000 The proposed engineering budget is $219,100 which includes a $20,000 contingency. Prosper is a place where everyone matters. ENGINEERING 12 Page 2 of 2 Legal Obligations and Review: Terrance Welch of Brown & Hofmeister, L.L.P., has reviewed the agreement as to form and legality. Attached Documents: 1. Professional Services Agreement 2. Location Map Town Staff Recommendation: Town staff recommends approving an agreement in the amount of $199,100 between Kimley-Horn and Associates, Inc, and the Town of Prosper related to the design of Coleman Street (Prosper Trial to Prosper High School). Proposed Motion: I move to approve an agreement between Kimley-Horn and Associates, Inc., and the Town of Prosper, Texas, related to the design of Coleman Street (Prosper Trail to Prosper High School). 12 Town of Prosper, Texas – Professional Services Agreement Page 1 of 41 AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS , AND KIMLEY-HORN AND ASSOCIATES, INC. FOR ENGINEERING DESIGN SERVICES THIS AGREEMENT is made and entered on this ___ day of ____________, 20___, by and between the Town of Prosper, Texas, a Home-Rule Municipal Corporation, hereinafter referred to as the Town, and Kimley-Horn and Associates, Inc., 2201 West Royal Lane, Suite 275, Irving, TX 75063, hereinafter referred to as the Consultant, to be effective from and after the date as provided herein, hereinafter referred to as Agreement. WHEREAS, the Town desires to engage the services of the Consultant to design and/or prepare construction documents for Coleman Street (Prosper Trail to Talon Lane), hereinafter referred to as Project; and WHEREAS, the Consultant desires to render such professional engineering services for the Town upon the terms and conditions provided herein. IN CONSIDERATION of the covenants contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: ARTICLE 1 CONSULTANT’S SERVICES 1.1 Employment of the Consultant – The Town hereby agrees to retain the Consultant to perform professional engineering services in connection with the Project. The Consultant agrees to perform such services in accordance with the terms and conditions of this Agreement. The Consultant further agrees that if any employee of the Consultant, who is performing the day-to-day services under this Agreement for the Project, is separated, for any reason, from employment with the Consultant, the Consultant shall notify, in writing, a minimum of five (5) business days prior to said separation unless circumstances reasonably warrant a shorter notice period which shall not exceed two (2) business days following the separation. 1.2 Scope of Services – The parties agree that the Consultant shall perform such services as are set forth and described in Exhibit A, which is attached hereto and incorporated herein by reference for all purposes. The parties understand and agree that deviations or modifications to the scope of services described in Exhibit A, in the form of written change orders, may be authorized from time to time by the Town. 1.2.1 Requirement of Written Change Order – Extra work, or claims invoiced as extra work, or claims which have not been issued as a duly executed, written change order by the Prosper Town Manager, will not be authorized for payment and/or shall not become part of the subcontracts. A duly 12 Town of Prosper, Texas – Professional Services Agreement Page 2 of 41 executed written change order shall be preceded by the Town of Prosper Town Council’s authorization for the Prosper Town Manager to execute said change order. 1.2.2 DO NOT PERFORM ANY EXTRA WORK AND/OR ADDITIONAL SERVICES WITHOUT A DULY EXECUTED WRITTEN CHANGE ORDER ISSUED BY THE PROSPER TOWN MANAGER. Project Managers, Superintendents, and/or Inspectors of the Town are not authorized to issue verbal or written change orders. 1.3 Schedule of Work – The Consultant agrees to commence work immediately upon the execution of this Agreement, and to proceed diligently with said work to completion as described in the Compensation Schedule / Project Billing / Project Budget attached hereto as Exhibit B and incorporated herein by reference for all purposes, but in no event shall the Project be completed any later than December 31, 2015. ARTICLE 2 THE TOWN’S RESPONSIBILITIES The Town shall do the following in a timely manner so as not to delay the services of the Consultant: 2.1 Project Data – The Town shall furnish required information, that it currently has in its possession, as expeditiously as necessary for the orderly progress of the work, and the Consultant shall be entitled to rely upon the accuracy and completeness thereof. 2.2 Town Project Manager – The Town shall designate, when necessary, a representative authorized to act on the Town’s behalf with respect to the Project (the Project Manager). The Town or such authorized representative shall examine the documents submitted by the Consultant and shall render any required decisions pertaining thereto as soon as practicable so as to avoid unreasonable delay in the progress of the Consultant’s services. The Project Manager is not authorized to issue verbal or written change orders for extra work or claims invoiced as extra work. ARTICLE 3 CONSULTANT’S COMPENSATION 3.1 Compensation for Consultant’s Services – As described in Article 1, Consultant’s Services, compensation for this Project shall be on a Lump Sum or Reimbursable/Hourly basis, for an amount not to exceed One Hundred Ninety- Nine Thousand One Hundred and 00/100 Dollars (199,100.00), (Consultant’s Fee) and shall be paid in accordance with Article 3 and the Compensation Schedule / Project Billing / Project Budget as set forth in Exhibit B. 12 Town of Prosper, Texas – Professional Services Agreement Page 3 of 41 3.1.1 Completion of Record Documents – The Town and the Consultant agree that the completion of the Record Documents and/or As-Built Documents, including hard copy formatting and electronic formatting, shall be completed, submitted to, and accepted by the Town prior to payment for such task. The electronic formatting shall be consistent with the standards established in Exhibit C, Town of Prosper Guidelines for Computer Aided Design and Drafting (CADD). Completion of the Record Documents and/or As-Built documents shall be included in the Consultant’s Fee and considered to be within the Scope of Services defined under this Agreement. 3.1.2 Disputes between the Town and Construction Contractor – If the Project involves the Consultant performing Construction Administration Services relating to an agreement between a Construction Contractor (the Contractor) and the Town, and upon receipt of a written request by the Town, the Consultant shall research previous and existing conditions of the Project, and make a determination whether or not to certify that sufficient cause exists for the Town to declare the Contractor in default of the terms and conditions of the agreement. The Consultant shall submit his findings in writing to the Town, or submit a written request for a specific extension of time (including the basis for such extension), within fifteen (15) calendar days of receipt of the written request from the Town. The Town and the Consultant agree that if requested by the Town, completion of this task shall be included in the Consultant’s Fee and considered to be within the Scope of Services as defined under this Agreement. 3.1.3 Consultation and Approval by Governmental Authorities and Franchised Utilities – The Consultant shall be responsible for identifying and analyzing the requirements of governmental agencies and all franchise utilities involved with the Project, and to participate in consultation with said agencies in order to obtain all necessary approvals and/or permissions. The Consultant shall be responsible for preparation and timely submittal of documents required for review, approval, and/or recording by such agencies. The Consultant shall be responsible for making such changes in the Construction Documents as may be required by existing written standards promulgated by such agencies at no additional charge to the Town. 3.1.4 Substantial Compliance with Architectural Barriers Act – Should the Project fall within the regulatory requirements of the Texas Architectural Barriers Act, Chapter 68 Texas Administrative Code , as it exists or may be amended (the Barriers Act), as solely determined by the Town, the Consultant shall comply with the Barriers Act. As part of the Scope of Services defined in this Agreement, it is the sole responsibility of the Consultant to identify and analyze the requirements of the Barriers Act 12 Town of Prosper, Texas – Professional Services Agreement Page 4 of 41 and to become familiar with the governmental authorities having jurisdiction to approve the design of the Project. The Consultant shall participate in consultations with said authorities in order to obtain approval for the Project. As part of the services provided under the Consultant’s Fee, the Consultant shall obtain the Notice of Substantial Compliance for the Project from the Texas Department of Licensing and Regulation (the TDLR). The Consultant shall, without additional compensation, immediately correct any errors, omissions, or deficiencies in the design services and/or construction documents identified by TDLR and/or a Registered Accessibility Specialist (RAS) at any phase of the Project, either by review of the construction documents, or inspection of the Project at the commencement of construction, during the construction of the Project, or at the completion of construction. Note beginning February 1, 2014, TDLR no longer accepts new requests to perform Architectural Barrier plan reviews. Plan reviews shall be performed by a TDLR approved RAS. 3.1.4.1 Submission of Construction Documents to RAS – The Consultant shall mail, ship, or hand-deliver the construction documents to a RAS not later than five (5) calendar days after the Consultant issues the construction documents for the Project. 3.1.4.2 Completion of Registration Form to RAS – The Consultant shall complete an Elimination of Barriers Project Registration Form (The Form) for each subject building or facility within the Scope of the Project, and submit the registration form(s) along with the applicable fees not later than fourteen (14) calendar days after the Consultant completes the submittal of the construction documents to RAS. 3.1.4.3 RAS Approval of Construction Documents – After review of the construction documents by RAS, the Consultant shall be notified in writing of the results; however, it is the Consultant’s responsibility to obtain RAS’s written comments. The Consultant shall address all comments that prevent RAS approval of the construction documents, including comments relating to Conditional Approval that must be addressed in the design and construction of the Project. The Consultant shall resubmit construction documents to RAS for review prior to the completion of construction of the Project. 3.1.4.4 RAS Project Inspection – The Consultant shall request an inspection from a TDLR locally approved RAS no later than thirty (30) calendar days after the completion of construction of the Project. The Consultant shall advise the Town in writing of 12 Town of Prosper, Texas – Professional Services Agreement Page 5 of 41 the results of each Project inspection. The Town reserves the right to verify the written results with RAS at any time during design, construction, or at the completion of the Project. 3.1.4.5 Corrective Modifications following RAS Project Inspection When corrective modifications to achieve substantial compliance are required, the RAS shall provide the Consultant a list of deficiencies and a deadline for completing the modifications. The Consultant shall provide the Town with this list within five (5) calendar days of receipt. It is the sole responsibility of the Consultant to completely address the deficiencies by the stated deadline or to obtain a written notice of extension from the RAS. When the corrective measures have been completed, the Consultant shall provide the RAS who completed the inspection and the Town with written verification of the corrective measures completed. 3.1.4.6 RAS Notice of Substantial Compliance – RAS shall provide a Notice of Substantial Compliance to the Town after the newly constructed Project has had a satisfactory inspection, or the Consultant has submitted verification of corrective modifications. 3.2 Direct Expenses – Direct Expenses are included in the Consultant’s Fee as described in Article 3.1 and include actual reasonable and necessary expenditures made by the Consultant and the Consultant’s employees and subcontractors in the interest of the Project. All submitted Direct Expenses are to be within the amounts as stated in the Compensation Schedule / Project Billing / Project Budget set forth in Exhibit B, and consistent with Exhibit D, Town of Prosper Guidelines for Direct Expenses; General and Administrative Markup; Travel and Subsistence Expenses. The Consultant shall be solely responsible for the auditing and accuracy of all Direct Expenses, including those of its subcontractors, prior to submitting to the Town for reimbursement, and shall be responsible for the accuracy thereof. Any over-payment by the Town for errors in submittals for reimbursement may be deducted from the Consultant’s subsequent payment for services; provided, however this shall not be the Town’s sole and exclusive remedy for said over-payment. 3.3 Additional Services – The Consultant shall provide the services as described in the Scope of Services as set forth in Exhibit A of this Agreement. If authorized in writing by the Town, the Consultant shall provide additional services, to be compensated on an hourly basis in accordance with this paragraph (Additional Services). These services may include, but are not limited to: 3.3.1 Additional meetings, hearings, work-sessions, or other similar presentations which are not provided for or contemplated in the Scope of Services described in Exhibit A. 12 Town of Prosper, Texas – Professional Services Agreement Page 6 of 41 3.3.2 Additional drafts and revisions to the Project which are not provided for or contemplated in the Scope of Services as described in Exhibit A. 3.3.3 Additional copies of final reports and construction plans which are not provided for or contemplated in the Scope of Services as described in Exhibit A. 3.3.4 Photography, professional massing models which are not provided for or contemplated in the Scope of Services as described in Exhibit A. 3.3.5 Compensation for Additional Services authorized by the Town shall be in addition to the Consultant’s Fee and shall be based on direct billable labor rates and expenses. 3.3.6 Compensation for Additional Services authorized by the Town shall be in addition to the Consultant’s Fee and shall be based on an hourly basis according to the following personnel rates. The rates set forth in this chart are subject to reasonable change provided prior written notice of said change is given to the Town. Hourly Billable Rates by Position Name Position Hourly Rate - - - - - - - - - - - - - - Senior Professional I Senior Professional II Professional Analyst Designer Technical Support Clerical / Administrative Support $180.00 - $220.00 $155.00 - $200.00 $125.00 - $155.00 $125.00 - $130.00 $85.00 - $150.00 $60.00 - $135.00 $60.00 - $100.00 3.4 Invoices – No payment to the Consultant shall be made until the Consultant tenders an invoice to the Town. The Consultant shall submit monthly invoices for services rendered, based upon the actual percentage of work complete at the time the invoice is prepared, or are to be mailed to the Town immediately upon completion of each individual task listed in Exhibit B. On all submitted invoices for services rendered and work completed on a monthly basis, the Consultant shall include appropriate background materials to support the submitted charges on said invoice. Such background material shall include, but is not limited to, employee timesheets, invoices for work obtained from other parties, and receipts and/or log information relating to Direct Expenses. All invoices for payment shall provide a summary methodology for administrative markup and/or overhead charges. 12 Town of Prosper, Texas – Professional Services Agreement Page 7 of 41 3.5 Timing of Payment – The Town shall make payment to the Consultant for said invoices within thirty (30) days following receipt and acceptance thereof. The parties agree that payment by the Town to the Consultant is considered to be complete upon mailing of payment by the Town. Furthermore, the parties agree that the payment is considered to be mailed on the date that the payment is postmarked. 3.6 Disputed Payment Procedures – In the event of a disputed or contested billing by the Town, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. The Town shall notify the Consultant of a disputed invoice, or portion of an invoice, in writing by the twenty-first (21st) calendar day after the date the Town receives the invoice. The Town shall provide the Consultant an opportunity to cure the basis of the dispute. If a dispute is resolved in favor of the Consultant, the Town shall proceed to process said invoice, or the disputed portion of the invoice, within the provisions of Article 3.5. If a dispute is resolved in favor of the Town, the Consultant shall submit to the Town a corrected invoice, reflecting any and all payment(s) of the undisputed amounts, documenting the credited amounts, and identifying outstanding amounts on said invoice to aid the Town in processing payment for the remaining balance. Such revised invoice shall have a new invoice number, clearly referencing the previous submitted invoice. The Town agrees to exercise reasonableness in contesting any billing or portion thereof that has background materials supporting the submitted charges. 3.7 Failure to Pay – Failure of the Town to pay an invoice, for a reason other than upon written notification as stated in the provisions of Article 3.6 to the Consultant within sixty (60) days from the date of the invoice shall grant the Consultant the right, in addition to any and all other rights provided, to, upon written notice to the Town, suspend performance under this Agreement, and such act or acts shall not be deemed a breach of this Agreement; however, the Consultant shall not suspend performance under this Agreement prior to the tenth (10th) calendar day after written notice of suspension was provided to the Town, in accordance with Chapter 2251, Subchapter D (Remedy for Nonpayment) of the Texas Government Code. The Town shall not be required to pay any invoice submitted by the Consultant if the Consultant breached any provision(s) herein. 3.8 Adjusted Compensation – If the Scope of the Project or if the Consultant’s services are materially changed due to no error on behalf of the Consultant in the performance of services under this Agreement, the amounts of the Consultant’s compensation shall be equitably adjusted as approved by the Town. Any additional amounts paid to the Consultant as a result of any material change to the Scope of the Project shall be authorized by written change order duly executed by both parties before the services are performed. 12 Town of Prosper, Texas – Professional Services Agreement Page 8 of 41 3.9 Project Suspension – If the Project is suspended or abandoned in whole or in part for more than three (3) months, the Consultant shall be entitled to compensation for any and all work completed to the satisfaction of the Town in accordance with the provisions of this Agreement prior to suspension or abandonment. In the event of such suspension or abandonment, the Consultant shall deliver to the Town all finished or unfinished documents, data, studies, drawings, maps, models, reports, photographs, and/or any other items prepared by the Consultant in connection with this Agreement prior to the Consultant receiving final payment. If the Project is resumed after being suspended for more than three (3) months, the Consultant’s compensation shall be equitably adjusted as approved by the Town. Any additional amounts paid to the Consultant after the Project is resumed shall be agreed upon in writing by both parties before the services are performed. ARTICLE 4 OWNERSHIP OF DOCUMENTS 4.1 Documents Property of the Town – The Project is the property of the Town, and the Consultant may not use the documents, plans, data, studies, surveys, drawings, maps, models, reports, photographs, and/or any materials for any other purpose not relating to the Project without the Town’s prior written consent. The Town shall be furnished with such reproductions of the Project, plans, data, documents, maps, and any other information as defined in Exhibit A. Upon completion of the work, or any earlier termination of this Agreement under Article 3 and/or Article 8, the Consultant will revise plans, data, documents, maps, and any other information as defined in Exhibit A to reflect changes while working on the Project through the date of completion of the work, as solely determined by the Town, or the effective date of any earlier termination of this Agreement under Article 3 and/or Article 8, and promptly furnish the same to the Town in an acceptable electronic format. All such reproductions shall be the property of the Town who may use them without the Consultant’s permission for any purpose relating to the Project, including, but not limited to, completion of the Project, and/or additions, alterations, modifications, and/or revisions to the Project. Any reuse of the documents not relating to the Project shall be at the Town’s own risk. 4.2 Documents Subject to Laws Regarding Public Disclosure – The Consultant acknowledges that the Town is a governmental entity and that all documents, plans, data, studies, surveys, drawings, maps, models, reports, photographs, and/or any items prepared or furnished by the Consultant (and the Consultant’s professional associates and/or Sub-consultants) under this Agreement are instruments of service in respect of the Project and property of the Town and upon completion of the Project may be subject to release under the Texas Public Information Act (Texas Government Code, Chapter 552) and/or any other applicable laws requiring public disclosure of the information contained in said documents. 12 Town of Prosper, Texas – Professional Services Agreement Page 9 of 41 ARTICLE 5 CONSULTANT’S INSURANCE REQUIREMENTS 5.1 Required General Liability Insurance – Consistent with the terms and provisions of Exhibit E, Town of Prosper Contractor Insurance Guidelines, the Consultant shall maintain, at no expense to the Town, a general liability insurance policy with a company that maintains a minimum rating of “A” by A.M. Best’s Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount not less than One Million and 00/100 Dollars ($1,000,000.00) for each occurrence, and Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate. Such policy shall name the Town, its officers, agents, representatives, and employees as additional insured as to all applicable coverage. Such policy shall provide for a waiver of subrogation against the Town for injuries, including death, property damage, or any other loss to the extent that same is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to the Town at least thirty (30) days prior to cancellation, non-renewal, or material modification of any policies, evidenced by return receipt or United States Certified Mail. The Consultant shall furnish the Town with certificates evidencing such coverage prior to commencing work on the Project. 5.2 Required Professional Liability Insurance – Consistent with the terms and provisions of Exhibit E, Town of Prosper Contractor Insurance Guidelines, the Consultant shall maintain, at no expense to the Town, a professional liability (errors and omissions) insurance policy with a company that maintains a minimum rating of “A” by A.M. Best’s Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount not less than One Million and 00/100 Dollars ($1,000,000.00) for each claim, and Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate. Such policy shall require the provision of written notice to the Town at least thirty (30) days prior to cancellation, non-renewal, or material modification of any policies, evidenced by return receipt or United States Certified Mail. The Consultant shall furnish the Town with certificates evidencing such coverage prior to commencing work on the Project. 5.3 Required Workers Compensation Insurance – Consistent with the terms and provisions of Exhibit E, Town of Prosper Contractor Insurance Guidelines, the Consultant shall maintain, at no expense to the Town, all Statutory Workers Compensation Insurance as required by the laws of the State of Texas. Such insurance policy shall be with a company that maintains a minimum rating of “A” by A.M. Best’s Key Rating Guide, or other equivalent service(s), and authorized to transact business in the State of Texas. Such policy shall require the provision of written notice to the Town at least thirty (30) days prior to cancellation, non- renewal, or material modification of any policies, evidenced by return receipt or 12 Town of Prosper, Texas – Professional Services Agreement Page 10 of 41 United States Certified Mail. The Consultant shall furnish the Town with certificates evidencing such coverage prior to commencing work on the Project. 5.4 Circumstances Requiring Umbrella Coverage or Excess Liability Coverage – If Project size and scope warrant, and if identified on the checklist located in Exhibit E, Town of Prosper Contractor Insurance Guidelines, the Consultant shall maintain, at no expense to the Town, an umbrella coverage or excess liability coverage insurance policy with a company that maintains a minimum rating of “A” by A.M. Best’s Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount of Two Million and 00/100 Dollars ($2,000,000.00). Such policy shall require the provision of written notice to the Town at least thirty (30) days prior to cancellation, non-renewal, or material modification of any policies, evidenced by return receipt or United States Certified Mail. The Consultant shall furnish the Town with certificates evidencing such coverage prior to commencing work on the Project. ARTICLE 6 CONSULTANT’S ACCOUNTING RECORDS Records of Direct Expenses and expenses pertaining to services performed in conjunction with the Project shall be kept on the basis of generally accepted accounting principles. Invoices will be sent to the Town as indicated in Article 3.4. Copies of employee time sheets, receipts for direct expense items and other records of Project expenses will be included in the monthly invoices. ARTICLE 7 AUDITS AND RECORDS / PROHIBITED INTEREST / VENDOR DISCLOSURE The Consultant agrees that at any time during normal business hours and as often as the Town may deem necessary, the Consultant shall make available to representatives of the Town for examination all of its records with respect to all matters covered by this Agreement, and will permit such representatives of the Town to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, and for a period of four (4) years from the date of final settlement of this Agreement or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. The Consultant agrees that it is aware of the prohibited interest requirement of the Town Charter, which is repeated on the Affidavit, attached hereto as Exhibit F and incorporated herein for all purposes, and will abide by the same. Further, a lawful representative of the Consultant shall execute the Affidavit attached hereto as Exhibit F. The Consultant understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement voidable. 12 Town of Prosper, Texas – Professional Services Agreement Page 11 of 41 The Consultant agrees that it is further aware of the vendor disclosure requirements set forth in Chapter 176, Local Government Code, as amended, and will abide by the same. In this connection, a lawful representative of the Consultant shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit G and incorporated herein for all purposes. ARTICLE 8 TERMINATION OF AGREEMENT / REMEDIES The Town may, upon thirty (30) days’ written notice to the Consultant, terminate this Agreement, for any reason or no reason at all, before the termination date hereof, and without prejudice to any other remedy it may have. If the Town terminates this Agreement due to a default of and/or breach by the Consultant and the expense of finishing the Project exceeds the Consultant’s Fee at the time of termination, the Consultant waives its right to any portion of Consultant’s Fee as set forth in Article 3 herein and agrees to pay any costs over and above the fee which the Town is required to pay in order to finish the Project. On any default and/or breach by the Consultant, the Town may elect not to terminate the Agreement, and in such event it may make good the deficiency in which the default consists, and deduct the costs from the Consultant’s Fee due the Consultant as set forth in Article 3 herein. If the Town terminates this Agreement and the Consultant is not in default of the Agreement, the Consultant shall be entitled to compensation for any and all work completed to the satisfaction of the Town in accordance with the provisions of this Agreement prior to termination. In the event of any termination, the Consultant shall deliver to the Town all finished and/or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs and/or any items prepared by the Consultant in connection with this Agreement prior to the Consultant receiving final payment. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party shall not preclude or waive its rights to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. ARTICLE 9 DISPUTE RESOLUTION / MEDIATION In addition to all remedies at law, the parties may resolve/mediate any controversy, claim or dispute arising out of or relating to the interpretation or performance of this Agreement, or breach thereof, by voluntary mediation to be conducted by a mutually acceptable mediator. ARTICLE 10 INDEMNITY 12 Town of Prosper, Texas – Professional Services Agreement Page 12 of 41 THE CONSULTANT DOES HEREBY COVENANT AND CONTRACT TO WAIVE ALL CLAIMS, RELEASE, INDEMNIFY AND HOLD HARMLESS THE TOWN AND ALL OF ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES AND INVITEES, IN BOTH THEIR PUBLIC AND PRIVATE CAPACITIES, FROM ANY AND ALL LIABILITY, CLAIMS, SUITS, DEMANDS OR CAUSES OF ACTION, INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT, THAT MAY ARISE BY REASON OF DEATH OR INJURY TO PERSONS OR DAMAGE TO OR LOSS OF USE OF PROPERTY OCCASIONED BY ANY WRONGFUL INTENTIONAL ACT OR OMISSION OF THE CONSULTANT AS WELL AS ANY NEGLIGENT OMISSION, ACT OR ERROR OF THE CONSULTANT, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES AND INVITEES, OR OTHER PERSONS FOR WHOM THE CONSULTANT IS LEGALLY LIABLE WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT, AND THE CONSULTANT WILL, AT ITS OWN COST AND EXPENSE, DEFEND AND PROTECT THE TOWN AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS. THE CONSULTANT’S OBLIGATIONS TO THE TOWN UNDER THIS PROVISION SHALL BE LIMITED TO THE APPLICABLE INSURANCE COVERAGE(S) THE CONSULTANT IS REQUIRED TO PROVIDE IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT PLUS ANY DEDUCTIBLE AMOUNT(S) TO BE PAID BY THE CONSULTANT IN CONJUNCTION WITH SAID COVERAGE(S) FOR EACH OCCURRENCE GIVING RISE TO ANY SUCH LIABILITY, CLAIMS, SUITS, DEMANDS OR CAUSES OF ACTION. IF, HOWEVER, THE CONSULTANT FAILS TO PURCHASE AND/OR MAINTAIN ONE OR MORE TYPES OF INSURANCE COVERAGE IN THE AMOUNT(S) REQUIRED BY THIS AGREEMENT, THE CONSULTANT’S OBLIGATIONS TO THE TOWN UNDER THIS PROVISION SHALL IN NO WAY BE LIMITED. ARTICLE 11 NOTICES The Consultant agrees that all notices or communications to the Town permitted or required under this Agreement shall be delivered to the Town at the following addresses: Harlan Jefferson Town Manager Town of Prosper P.O. Box 307 Prosper, Texas 75078 The Town agrees that all notices or communication to the Consultant permitted or required under this Agreement shall be delivered to the Consultant at the following addresses: L. Nathan Ante, P.E. 12 Town of Prosper, Texas – Professional Services Agreement Page 13 of 41 Associate Kimley-Horn and Associates, Inc. 2201 West Royal Lane, Suite 275 Irving, Texas 75063-3206 Any notice provided in writing under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. All notices or communication required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or communication is postmarked by the sending party. Each party may change the address to which notice may be sent to that party by giving notice of such change to the other party in accordance with the provisions of this Agreement. ARTICLE 12 MISCELLANEOUS 12.1 Complete Agreement – This Agreement, including the exhibits hereto labeled A through G, all of which are incorporated herein for all purposes, constitute the entire Agreement by and between the parties regarding the subject matter hereof and supersedes all prior and/or contemporaneous written and/or oral understandings. This Agreement may not be amended, supplemented, and/or modified except by written agreement duly executed by both parties. The following exhibits are attached below and made a part of this Agreement: 12.1.1 Exhibit A, Scope of Services. 12.1.2 Exhibit B, Compensation Schedule / Project Billing / Project Budget. 12.1.3 Exhibit C, Town of Prosper Guidelines for Computer Aided Design and Drafting (CADD). 12.1.4 Exhibit D, Town of Prosper Guidelines for Direct Expenses; General and Administrative Markup; Travel and Subsistence Expenses. 12.1.5 Exhibit E, Town of Prosper Contractor Insurance Guidelines. 12.1.7 Exhibit F, Affidavit. 12.1.8 Exhibit G, Conflict of Interest Questionnaire, Form CIQ. 12.2 Assignment and Subletting – The Consultant agrees that neither this Agreement nor the work to be performed hereunder will be assigned or sublet without the prior written consent of the Town. The Consultant further agrees that the assignment or subletting of any portion or feature of the work or materials 12 Town of Prosper, Texas – Professional Services Agreement Page 14 of 41 required in the performance of this Agreement shall not relieve the Consultant of its full obligations to the Town as provided by this Agreement. All such approved work performed by assignment or subletting shall be billed through the Consultant, and there shall be no third party billing. 12.3 Successors and Assigns – The Town and the Consultant, and their partners, assigns, successors, subcontractors, executors, officers, agents, employees, representatives, and administrators are hereby bound to the terms and conditions of this Agreement. 12.4 Severability – In the event of a term, condition, or provision of this Agreement is determined to be invalid, illegal, void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of the Agreement shall remain in full force and effect as if such invalid, illegal, void, unenforceable or unlawful provision had never been contained herein. 12.5 Venue – This entire Agreement is performable in Collin County, Texas, and the venue for any action related directly or indirectly, to this Agreement or in any manner connected therewith shall be in Collin County, Texas, and this Agreement shall be construed under the laws of the State of Texas. 12.6 Execution / Consideration – This Agreement is executed by the parties hereto without coercion or duress for any substantial consideration, the sufficiency of which is forever confessed. 12.7 Authority – The individuals executing this Agreement on behalf of the respective parties below represent to each other that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the other party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date hereof. 12.8 Waiver – Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance. 12.9 Headings – The headings of the various sections of this Agreement are included solely for convenience of reference and are not to be full or accurate descriptions of the content thereof. 12 Town of Prosper, Texas – Professional Services Agreement Page 15 of 41 12.10 Multiple Counterparts – This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. 12.11 Sovereign Immunity – The parties agree that the Town has not waived its sovereign immunity by entering into and performing its obligations under this Agreement. 12.12 Additional Representations – Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had the opportunity to confer with its counsel. 12.13 Miscellaneous Drafting Provisions – This Agreement shall be deemed drafted equally by all parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any party shall not apply. 12.14 No Third Party Beneficiaries - Nothing in this Agreement shall be construed to create any right in any third party not a signatory to this Agreement, and the parties do not intend to create any third party beneficiaries by entering into this Agreement. 12.15 Indemnity – The parties agree that the Indemnity provision set forth in Article 10 herein is conspicuous and the parties have read and understood the same. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest day as reflected by the signatures below. TOWN CONSULTANT Town of Prosper, Texas Kimley-Horn and Associates, Inc. By: _____________________________ By: ____________________________ Harlan Jefferson Glenn Gary Title: Town Manager Title: ___________________________ 12 Town of Prosper, Texas – Professional Services Agreement Page 16 of 41 STATE OF TEXAS ) ) COUNTY OF COLLIN ) BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED HARLAN JEFFERSON, KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPACITY THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS _____ DAY OF _____________________, 20___. ________________________________________________ NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS My commission expires: ____________________________ STATE OF TEXAS ) ) COUNTY OF _______________ ) BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED GLENN GARY, KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPACITY THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS _____ DAY OF ______________________, 20___. ________________________________________________ NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS My commission expires: ____________________________ 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 17 of 41 Agreement by and between the Town of Prosper, Texas and Kimley-Horn and Associates, Inc. to perform Engineering Design Services for Coleman Street (Prosper Trail to Talon Lane) I. PROJECT DESCRIPTION. The project includes the design of approximately 3,200 linear feet of Coleman Street from Prosper Trail to Talon Lane, improving it from a 2-lane asphalt rural section to a 2-lane concrete curb and gutter urban roadway (ultimate 4-lane divided). The improvements include paving, drainage, pavement markings and signage, traffic control, and erosion control plans. The project also includes the design of sidewalks on the east side, intersection improvements at Prosper Trail and Coleman and Talon Lane and Coleman, traffic signal at Prosper Trail and Coleman (including a warrant study), the ultimate culvert crossing south of Talon, and 1,300 linear-feet of 16” water line from Prosper Trail to south of Talon Lane. Survey services, including SUE, preparation of ROW and Easement Instruments of Conveyance, geotechnical services, bidding phase services, construction phase services, and the preparation of record drawings are also included. Landscaping, irrigation, and illumination design services and developing multiple bid sets for phasing are not included, but can be added upon request as Additional Services. Additional Services shall be performed only upon written authorization of the Town. II. TASK SUMMARY, BASIC SERVICES (LUMP SUM). A. Task One, Survey – a. Data Collection and Property Research i. Gather existing plat information ii. Collect property owner and record information iii. Gather existing right-of-way and easement information. KHA will retain a title company to research each property for existing easements. KHA will rely on the information provided by the title company to identify easements. Undocumented easements may not be identified. iv. Coordinate with DIG TESS to locate and mark existing franchise and public utilities prior to performing the field survey v. Consultant shall arrange and make provisions for access to perform the survey. b. Perform Topographic Survey 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 18 of 41 i. Limits will include the Coleman Street ultimate right-of-way plus 20-ft on either side of the ultimate right-of-way from Prosper Trail to just north of Talon Way. The limits will also include Prosper Trail 200-ft east and west of the Coleman intersection and Talon Lane 100-ft north of the Coleman intersection. ii. Perform field survey ground control iii. Locate pertinent objects and above-ground features, typically including: • Roadway pavement • Drainage structures (i.e. culverts, ditches, inlets, manholes, and outfalls) • Utilities (signs or markers showing the presence of underground utilities, valves, manholes, flowlines, meters, backflow preventers, vents, poles, and guy wires) • Large (6 inch diameter and up), significant trees (identify species and caliper), and smaller trees and other plantings located within maintained landscapes • Fences (including material type) and gates • Sidewalks • Signs (roadway and private) • Right-of-Way monumentation iv. Process survey data to create plan view of existing features c. Permanent monumentation will be set at proposed ROW corners upon approval of preliminary design and draft ROW documents. d. Provide a right-of-way strip map for Town use during the acquisition process once the ROW limits are finalized. e. Prepare a right-of-way map for the construction plan set showing. The right- of-way strip map shall be contained on standard size plan sheet (22”x34”) at a scale not smaller than 1” = 30’. f. Prepare a final topographic drawing in digital format (including contours and breaklines) showing the features located in the field as well as right-of-way strip map information, an ASCII coordinate file of the points located in the field, and a hard copy of the coordinates and feature descriptions B. Task Two, Geotechnical Services (Subconsultant) – a. Subsurface Exploration i. Along the roadway alignment, drill and extrude two (2) sample borings to depths of 15’ below existing grade using truck-mounted equipment. Borings will be drilled on center of roadway at 1,000-feet spacing (or less). Additional depths or borings, if necessary, will be provided as Additional Services only upon written Town authorization. • Check samples for consistency with a hand penetrometer • Stake the boring locations using normal taping procedures (location and elevation to be surveyed) • Backfill bore holes and plug at the surface • Provide continuous sampling (with field strength testing) 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 19 of 41 • Rock, if encountered, will be evaluated for hardness by TxDOT cone penetration field testing b. Laboratory Services i. Testing • Moisture contents to determine profile of moisture variations • Atterberg limits and sieve analysis for classification of soils • Unconfined compression tests to evaluate soil strengths • Swell test to determine swell potential and subgrade treatment requirements • Lime Stabilization Series to determine percent lime and/or cement required for subgrade stabilization • Sulfate test • Standard proctor • Resilient modulus c. Engineering Analysis i. Prepare an engineering report presenting the following: • Sample boring location map • General soil and ground-water conditions • Examine samples for visible evidence of sulfates and discuss in the reports • Recommendations for appropriate subgrade treatment, stabilization type, and concentration • Recommended pavement section • Earthwork recommendations, including compaction criteria for any fill placed ii. The geotechnical engineer’s design recommendations shall be relied upon by the Consultant for pavement design iii. Submit one (1) copy of the report to the Town C. Task Three, Preliminary Design (30%) – a. Project Management and Administration i. Up to three (3) meetings with Town staff and stakeholders (including the ISD and/or franchise utility companies) ii. Project site visits iii. Develop project production plan iv. Coordinate with subconsultants v. Prepare and email monthly progress reports with invoices vi. Project correspondence and invoicing b. General i. Data collection (record drawings, master plans, standard details, technical specifications, contract documents) ii. Evaluate survey and create base files iii. Evaluate property information iv. Compile and prepare a preliminary opinion of probable construction cost for the entire project 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 20 of 41 c. Roadway Design i. Establish roadway centerline ii. Prepare one (1) preliminary roadway plan, including ultimate intersection improvements @ Prosper Trail and Talon Lane. Town to determine limits of intersection improvements to include in construction documents during preliminary design. 1. Prepare typical sections. 2. Prepare preliminary plan and profile (roll plot format, 1”=100’ scale). Items to be included: a. Plan  Control data  Existing / proposed right-of-way and easements  Existing topography  Existing pavement  Proposed centerline alignment and horizontal curve data  Proposed back of curb  Proposed sidewalks and ramps (east side only)  Proposed turn lanes  Proposed transition pavement tie-ins to existing pavement  Proposed storm sewer and culvert alignments and sizes  Existing trees to remain (if possible)  Existing trees to be removed  Existing / proposed driveway locations  Existing storm drain locations  Existing water line locations  Existing sanitary sewer line locations  Existing franchise utility locations (relying upon information provided by franchise utilities and SUE information) b. Profile  Existing Ground Profile and Proposed Vertical Alignment (top of curb) d. Drainage Design i. Compile the hydrological and hydraulic data. Sizing of the ultimate culvert just south of Talon Lane will rely on studies provided by the Town. Drainage analysis for the culvert will not be performed. ii. Develop the project drainage area map 1. Determine conveyance paths, channel slopes, time of concentration, and runoff coefficients as required to calculate design-year flows 2. Subdivide the overall drainage areas into sub-areas and calculate the discharge at each inlet. Analyze inlet capacities and adjust inlet locations and sub-areas as needed to meet Town design criteria. iii. Analyze drainage improvements required to accommodate the ultimate roadway. Evaluate the need for any offsite drainage improvements and report to the Town (the need for offsite improvements, including channel improvements, is not anticipated). The design of any offsite drainage improvements (if required) will be considered an Additional Service. 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 21 of 41 Additional Services shall be performed only upon written authorization of the Town. iv. Identify the need for additional drainage easements to accommodate the proposed drainage improvements (if required). e. Utility Design i. Establish the location of existing public utilities based upon information provided by the Town and field survey information ii. Establish the location of existing franchise utilities based upon information gathered from survey and franchisees Identify potential conflicts with franchise utilities. The Town shall perform the coordination with the franchisees if any relocations are required. Consultant shall provide plan sets upon request for franchise utility coordination purposes. iii. Identify potential Town utility conflicts iv. Minor adjustments to existing water and sewer lines will be called out. v. Establish location of approximately 1,300 linear-feet of 16” water line from Prosper Trail to south of Talon Lane. vi. Design of any other new water and/or sewer mains will be considered an Additional Service. Additional Services shall be performed only upon written authorization of the Town. f. Traffic Design i. Prepare pavement markings and signage preliminary layout ii. Traffic Signal 1. Assist the Town in compiling traffic signal standards. Traffic signal standards are anticipated to closely match the City of Frisco’s current standards. 2. Prepare Warrant Study for signal at Prosper Trail and Coleman 3. Preliminary design of traffic signal installation at Prosper Trail a. Locate pole locations, controller cabinet assemblies, and power sources b. Locate conduit, ground boxes, and identify cabling requirements c. Identify detection system equipment requirements d. Identify emergency pre-emption equipment requirements e. Identify pedestrian accommodations (crosswalks, ADA barrier free ramps, pedestrian signals, and push-buttons) f. Prepare preliminary intersection layouts and summary charts for each intersection g. Prepare list of applicable Town and TxDOT design details and standard sheets for inclusion in the plans h. Prepare list of specifications iii. Traffic Control Plan: Develop initial construction sequence plan views showing narrative of the suggested sequence of construction including utility construction phasing. Traffic Control Plans are anticipated to be minimal, as the Town anticipates allowing closures of Coleman from Prosper Trail to Talon Lane. g. Additional Conduit: Provide PVC carrier sleeves under proposed median openings and paved medians for future irrigation. 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 22 of 41 h. Streetscape, Landscaping, Irrigation, and Illumination Design are considered Additional Services. Additional Services shall be performed only upon written authorization of the Town. i. Preliminary Design Submittal i. Submittal shall include the following (30%, up to three (3) copies of each, hardcopy, and PDF): 1. Preliminary roll plot, including typical sections and ultimate intersection layouts at Prosper Trail and Talon Lane. During Town review of preliminary submittal, Town to determine limits of intersection improvements. Roll plot will include paving plan and profile, storm drain plan (no profile), and 16” water line plan (no profile). 2. Preliminary TCP narrative 3. Preliminary drainage area map 4. Preliminary traffic signal warrant study 5. Preliminary traffic signal layout and specifications 6. Preliminary opinion of probable construction cost D. Task Four, Final Design (60%, 90%, Final) - a. Project Management and Administration i. Up to three (3) meetings with Town staff and stakeholders (including the ISD and franchise utility companies) ii. Project site visits iii. Develop project production plan iv. Coordinate with subconsultants v. Prepare and email monthly progress reports with invoices vi. Project correspondence and invoicing b. General i. Incorporate preliminary design submittal review comments ii. Prepare plan sheets (22”x34” at a scale of 1” =20’ horizontal, and 1” =4’ vertical) iii. Prepare general notes and technical specification data. Identify and prepare special specifications and/or special provisions applicable to the project. iv. Compile pay item listing, quantities, and update the overall opinion of probable construction cost c. Roadway Design i. Finalize roadway plan and profile ii. Incorporate ultimate intersection improvements as determined by the Town iii. Analyze driveways within the project and develop driveway profiles as needed. Typically driveways will be defined vertically by spot elevations. iv. Develop design cross-sections 1. Develop on 50’ station intervals and at driveway centerlines 2. Show pavement, subgrade, right-of-way limits, side slopes, pavement cross slopes, curbs, and sidewalks 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 23 of 41 3. Cross-sections will be provided in the bid documents v. Prepare roadway details to clarify intent of design vi. Compile applicable Town standard details. Modify standard details if needed. d. Drainage Design i. Perform final storm sewer sizing and alignment design. Prepare final inlet design sheets and hydraulic design sheets for inclusion in the plans ii. Prepare storm sewer plan / profile sheets depicting storm sewer lines, inlets, junction boxes, connections, manholes, utility crossings, and hydraulic grade lines iii. Prepare profiles for the proposed storm drain laterals iv. Determine outfall grading requirements and provide plans and details for channel protection. Design of retaining walls and gabion mattresses (beyond specification of material/method), and channel protection/improvements outside public right-of-way will be provided as Additional Services only upon Town written authorization. v. Provide details to construct storm sewer outfalls vi. Prepare drainage details to clarify intent of design. Compile applicable Town standard details. Modify standard details if needed. vii. Create details for connections to existing system (where applicable) viii. Prepare erosion control plan. Incorporate Best Management Practices (BMPs) from NPDES Phase II initiative. Coordinate water quality elements with traffic control during construction stages. ix. Compile Storm Water Pollution Prevention Plan (SWPPP) to meet NPDES Phase II requirements e. Utility Design i. Minor adjustments to utilities will be specified in the plans ii. Design approximately 1,300 linear-feet of 16” water line from Prosper Trail to south of Talon Lane (plan and profile, and applicable details) iii. Continue to identify potential conflicts with existing franchise utilities. The Town shall perform the coordination with the franchisees if any relocations are required. Consultant shall provide plan sets upon request for franchise utility coordination purposes. f. Traffic Design i. Traffic Signal 1. Finalize Warrant Study 2. Design of signal at Prosper Trail and Coleman a. Incorporate the preliminary design submittal review comments b. Finalize the layouts and summary charts for the intersection c. Finalize the applicable TxDOT and Town design details d. Finalize the specifications e. Finalize the traffic signal sheets for inclusion in the plans ii. Finalize Traffic Control Plans iii. Pavement Markers and Marking Plans 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 24 of 41 1. Prepare pavement markers and marking layouts in accordance with Town design standards and the Texas Manual of Uniform Traffic Control Devices (TMUTCD) 2. Prepare details to clarify intent of design 3. Compile applicable Town standard details. Modify standard details as needed. 4. Signing layout will be provided g. Final Design Submittal (60% and 90%) i. Incorporate design review comments ii. Submittal shall include the following (60% and 90%, up to three (3) copies of each, hardcopy and PDF): 1. Design Plans (11”x17”) 2. Project Manual (in Town standard format) 3. Opinion of Probable Construction Cost h. Final Design Submittal (Final) i. Incorporate design review comments ii. Submittal shall include the following (Final, up to three (3) copies of each, hardcopy and PDF): 1. Design Plans (11”x17”) 2. Project Manual (in Town standard format) 3. Opinion of Probable Construction Cost 4. Completed TDLR application (along with one of the plan sets) for RAS review in accordance with to the Elimination of Architectural Barriers Act. Consultant will be responsible for TDLR/RAS coordination, including fees. 5. Final traffic signal warrant study. i. Submit a letter of notification to the Town stating completion of the design of the project E. Task Five, Bid and Construction Phase Services – a. Final bidding documents submittal i. Provide four (4) half-size sets for plan room distribution ii. Provide three (3) half-size sets for Town’s use iii. Provide hard copy sets if requested by Contractor. Consultant to charge fee to recover cost of such sets. iv. Provide PDF version on CD b. Town will issue bid documents to prospective bidders via electronic site, maintain a list of bidders to whom bidding documents have been issued, and addenda as appropriate to interpret, clarify, or expand the bidding documents. Assist the Town as needed. c. Attend a pre-bid meeting with prospective bidders and the bid opening. d. Tabulate the bids received and evaluate the compliance of the bids received with the bidding documents e. Prepare a written summary of this tabulation and evaluation together with a letter addressing the award of the construction contract 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 25 of 41 f. Final construction plan submittal (conformed sets) a. Provide one (1) full-size, three (3) half-size, and CD for Town’s use b. Provide four (4) full-size, two (2) half-size, and CD for Contractor’s use c. Provide three (3) sets of Project Manual (conformed) for execution following award g. Construction Phase Services i. Pre-Construction Conference. Prepare for and conduct the Pre- Construction Conference prior to commencement of Work at the Site. ii. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such review and approvals or other action will not extend to means, methods, techniques, equipment choice and usage, sequences, schedules, or procedures of construction or to related safety precautions and programs. Additional construction phase services/construction contract administration tasks can be provided on an hourly not-to-exceed basis under Task Nine, only upon written Town approval. F. Task Six, Record Documents – a. Consultant shall prepare construction Record Documents based on the information received from the Contractor in accordance with Article 3. III. TASK SUMMARY, SPECIAL SERVICES. G. Task Seven, SUE Quality Level “A” (Subconsultant) – a. Perform SUE (Subsurface Utility Engineering) Quality Level “A” to identify existing Town and franchise utility at critical locations within the limits of the project by exposing specific utilities. Non-destructive vacuum excavation equipment may be used to expose the utilities at specific points which will then be filed surveyed. b. This item includes up to four (4) test hole locations c. Evaluate the SUE results and provide a summary of potential utility conflicts to the Town H. Task Eight, ROW and Easement Instruments of Conveyance – a. Prepare up to one (1) ROW instruments (narrative and graphic exhibits of ROW required for the roadway construction) 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 26 of 41 b. Prepare up to one (1) permanent easement instruments (narrative and graphic exhibits of easements required for drainage, sidewalk, slope, access, etc.) c. Temporary construction easements, if required, will be shown in the plans only, and Town will use plans to acquire a Letter of Permission from property owners. Separate formal exhibits and descriptions will not be prepared for temporary construction easements. d. Individual parcel exhibits shall be on 8 ½” x 11”, shall be sealed, dated, signed by a Registered Professional Land Surveyor, and shall contain the following: i. Parcel number ii. Area required iii. Area remaining iv. Legal description v. Current owner vi. Any existing platted easement or easements filed by separate instrument including easements provided by utility companies vii. Metes and bounds description of parcel to be acquired. The description shall be provided on a separate sheet from the exhibit. Each type of easement shall be described separately. e. Upon notification by the Town of acceptance of the preliminary design, right- of-way strip map, exhibits, and instruments, and as directed by the Town, the surveyor shall set all corners and points of curvature for the proposed ROW and submit final, sealed documents, including the location of the control points and their NAD-83 reference. I. Task Nine, Construction Contract Administration – a. Project Management i. Project Communication: Conduct progress/coordination meetings with the Town and/or Contractor during the Construction phase of the project. ii. Project Administration: Prepare project correspondence and invoice documents. b. Site Visits. Provide on-site construction observation services upon request. c. Clarifications and Interpretations. Issue clarifications and interpretations of the Contract Documents to Town as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of the Contract Documents. Field Orders authorizing variations from the requirements of the Contract Documents will be made by Town. d. Change Orders. Recommend Change Orders to Town, as appropriate. Review and make recommendations related to Change Orders submitted or proposed by the Contractor. e. Substitutes and "or-equal." Evaluate and determine the acceptability of substitute or "or-equal" materials and equipment proposed by Contractor in accordance with the Contract Documents, but subject to the provisions of applicable standards of state or local government entities. 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 27 of 41 f. Disagreements between Town and Contractor. As necessary, render written decision on all claims of Town and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the progress of Contractor's work. In rendering such decisions, Consultant shall be fair and not show partiality to Town or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. g. Applications for Payment. Based on Consultant’s observations and on review of applications for payment and accompanying supporting documentation: Determine the amounts that Consultant recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute Consultant’s representation to Town, based on such observations and review, that, to the best of Consultant’s knowledge, information and belief, Contractor’s work has progressed to the point indicated, such work-in- progress is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled insofar as it is Consultant’s responsibility to so determine. In the case of unit price work, Consultant’s recommendations of payment will include final determinations of quantities and classifications of Contractor's work, based on observations and measurements of quantities provided with pay requests. By recommending any payment, Consultant shall not thereby be deemed to have represented that observations made by Consultant to check Contractor's work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor's work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Consultant in this Agreement. Neither Consultant’s review of Contractor's work for the purposes of recommending payments nor Consultant’s recommendation of any payment including final payment will impose on Consultant responsibility to supervise, direct, or control Contractor's work in progress or for the means, methods, techniques, equipment choice and usage, sequences, or procedures of construction of safety precautions or programs incident thereto, nor Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing and performing the Work. It will also not impose responsibility on Consultant to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, nor to determine that title to any portion of the work in progress, materials, or equipment has passed to Town free and clear of any liens, claims, security interests, or encumbrances, nor that there may not be other matters at issue between Town and Contractor that might affect the amount that should be paid. h. Limitation of Responsibilities. Consultant shall not be responsible for the acts or omissions of any Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing the Work. Consultant 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 28 of 41 shall not have the authority or responsibility to stop the work of any Contractor. IV. ITEMS NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES. A. Additional Services not included in the existing Scope of Services – The Town and the Consultant agree that the following services are beyond the Scope of Services described in the tasks above; however, the Consultant can provide these services, if needed, upon the Town’s written request. Any additional amounts paid to the Consultant as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These Additional Services include the following: V. DELIVERABLES. A. Required Deliverables – At the completion of each Task, the Consultant shall ensure the delivery of each deliverable listed under each Task. 12 EXHIBIT A SCOPE OF SERVICES Town of Prosper, Texas – Professional Services Agreement Page 29 of 41 VI. PROJECT LABOR ALLOCATION. Task Subtask Labor Hours TASK 1 Survey 40 + Subconsultant TASK 2 Geotechnical Services Subconsultant TASK 3 Preliminary Design (30%) 270 TASK 4 Final Design (60%, 90%, Final) 620 TASK 5 Bid and Construction Phase Services 60 TASK 6 Record Documents 30 TASK 7 SUE Quality Level “A” Subconsultant TASK 8 ROW and Easement Instruments of Conveyance 24 TASK 9 Construction Contract Administration 40 GRAND TOTAL 1,084 + Subconsultant VII. ATTACHMENTS (IF APPLICABLE). NONE 12 EXHIBIT B COMPENSATION SCHEDULE / PROJECT BILLING / PROJECT BUDGET Town of Prosper, Texas – Professional Services Agreement Page 30 of 41 Agreement by and between the Town of Prosper, Texas and Kimley-Horn and Associates, Inc. to perform Engineering Design Services for Coleman Street (Prosper Trail to Talon Lane) I. COMPENSATION SCHEDULE / PROJECT BILLING SUMMARY. MONTH, DATE, YEAR DOLLAR AMOUNT TASK COMPLETED March 25, 2014 -- Town executes Agreement and Issues Notice to Proceed to Consultant. April 8, 2014 -- Consultant’s receipt of fully executed Agreement. May 30, 2014 $ 19,200.00 Task One, Survey (Task Completed and all task-related deliverables completed as stated in Exhibit A and accepted by the Town). June 30, 2014 $ 3,500.00 Task Two, Geotechnical Services (Task Completed and all task-related deliverables completed as stated in Exhibit A and accepted by the Town). June 30, 2014 $ 44,000.00 Task Three, Preliminary Design (30%) (Task Completed and all task-related deliverables completed as stated in Exhibit A and accepted by the Town). July 31, 2014 $ 43,400.00 Task Four, Final Design (60%) (Task Completed and all task- related deliverables completed as stated in Exhibit A and accepted by the Town). September 30, 2014 $ 39,300.00 Task Four, Final Design (90%) (Task Completed and all task- related deliverables completed as stated in Exhibit A and accepted by the Town). 12 EXHIBIT B COMPENSATION SCHEDULE / PROJECT BILLING / PROJECT BUDGET Town of Prosper, Texas – Professional Services Agreement Page 31 of 41 October 30, 2014 $15,050.00 Task Four, Final Design (Final) (Task Completed and all task-related deliverables completed as stated in Exhibit A and accepted by the Town). August 31, 2015 $ 9,600.00 Task Five, Bid and Construction Phase Services (Task Completed and all task- related deliverables completed as stated in Exhibit A and accepted by the Town). December 31, 2015 $ 4,800.00 Task Six, Record Documents (Task Completed and all task- related deliverables completed as stated in Exhibit A and accepted by the Town). August 31, 2014 $ 9,600.00 Task Seven, SUE Quality Level “A” (Task Completed and all task-related deliverables completed as stated in Exhibit A and accepted by the Town). August 31, 2014 $ 4,250.00 Task Eight, ROW and Easement Instruments of Conveyance (Task Completed and all task-related deliverables completed as stated in Exhibit A and accepted by the Town). December 31, 2015 $ 6,400.00 Task Nine, Construction Contract Administration (Task Completed and all task-related deliverables completed as stated in Exhibit A and accepted by the Town). TOTAL CONSULTANT’S FEE (NOT-TO-EXCEED) $ 199,100.00 12 EXHIBIT B COMPENSATION SCHEDULE / PROJECT BILLING / PROJECT BUDGET Town of Prosper, Texas – Professional Services Agreement Page 32 of 41 II. PROJECT BUDGET SUMMARY. A. Basic Services - 1. Description of Basic Services. a. Task One, Survey $ 19,200.00 b. Task Two, Geotechnical Services $ 3,500.00 c. Task Three, Preliminary Design (30%) $ 44,000.00 d. Task Four, Final Design (60%, 90%, Final) $ 97,750.00 e. Task Five, Bid and Construction Phase Services $ 9,600.00 f. Task Six, Record Documents $ 4,800.00 2. Total Basic Services (Not-To-Exceed) $ 178,850.00 B. Special Services - 1. Description of Special Services. a. Task Seven, SUE Quality Level “A” $ 9,600.00 b. Task Eight, ROW and Easement Instruments $ 4,250.00 c. Task Nine, Construction Contraction Admin $ 6,400.00 2. Total Special Services (Not-To-Exceed) $ 20,250.00 C. Direct Expenses - $ 0.00 Direct Expenses are included in the budgets above and will not be invoiced as separate line items. D. Project Budget, Grand Total (Not-To-Exceed) - $ 199,100.00 12 EXHIBIT C TOWN OF PROSPER GUIDELINES FOR COMPUTER AIDED DESIGN AND DRAFTING (CADD) Town of Prosper, Texas – Professional Services Agreement Page 33 of 41 1. Files shall be submitted in DWG/DXF format. 2. Files shall be georeferenced in the State Plane, Texas North Central FIPS 4202 (feet) coordinate system, using a datum of NAD 83. 3. If a surface adjustment factor is applied to the data, any surface adjustment factors used should be clearly documented on the drawing. 4. If submissions for the Project relate to a plat, the file submitted must match exactly the plat that is submitted for recording. 5. The file shall contain required features for the project type as detailed below: a. Pre-Construction/As-Built Plans and/or Record Documents: i. Layers from Final Plat Requirements as Applicable to Project Type. ii. Water Utility Features. iii. Sanitary Sewer Features. iv. Storm Sewer Features. 6. Each required feature group should be provided as a separate layer within the file. 7. Layer names should be representative of the information contained in the layer. 8. Line work should be continuous (e.g. no dashed lines in required layers) and complete (connecting lines should meet at corners) within the subdivision/project. Layers outside of project/subdivision boundary may be dashed in CAD data as required for Final Plats by Prosper’s Subdivision Ordinance. 12 EXHIBIT D TOWN OF PROSPER GUIDELINES FOR DIRECT EXPENSES; GENERAL AND ADMINISTRATIVE MARKUP; TRAVEL AND SUBSISTENCE EXPENSES Town of Prosper, Texas – Professional Services Agreement Page 34 of 41 I. CONSULTANT’S RESPONSIBILITY. The Consultant shall be solely responsible for the auditing of all direct expenses, approved markup (general and/or administrative), and approved travel and/or subsistence charges, including those of its subcontractors, prior to submitting to the Town for reimbursement, and the Consultant shall be responsible for the accuracy thereof. Any over-payment by the Town for errors in submittals for reimbursement may be deducted from the Consultant’s subsequent payment(s) for services; however, this shall not be the Town’s sole and exclusive remedy for said over-payment. II. GUIDELINES FOR DIRECT EXPENSES. A. Local Transportation – Transportation in connection with the Project, when such transportation is not a function of routine performance of the duties of the Consultant in connection with the Project, and when such transportation exceeds beyond fifty (50) miles from the Project site, shall be reimbursed at a standard mileage rate consistent with that as issued, and periodically revised, by the United States Internal Revenue Service (IRS). Under no circumstances shall the Town reimburse the Consultant at a higher standard mileage rate or pay additional markup on charges for local transportation. Completion of the Town’s Standard Mileage Log is required for submittal of these charges for reimbursement, including justification for each submitted expense. Under no circumstances are charges associated with rental cars for local transportation eligible for reimbursement by the Town. Toll road subscriptions or toll plaza receipts are not reimbursable. The Consultant agrees to place these standards in all subcontracts for work on the Project. B. Supplies, Material, Equipment – The Town shall reimburse the actual cost of other similar direct Project-related expenses, which are duly presented in advance and approved by the Town’s Project Manager in writing. C. Commercial Reproduction – The Town shall reimburse the actual cost of reproductions, specifically limited to progress prints prepared for presentation to the Town at each phase of progress, and final Construction Documents prepared for distribution at bidding phase, provided that the Consultant has duly obtained at least three (3) quotations from commercial firms and has chosen the best value for the Town. The Consultant shall provide such documentation to the Town for review prior to submitting these expenses for reimbursement. The Consultant agrees to place these standards in all subcontracts for work on the Project. D. In-House Reproduction – The Consultant shall make arrangements with the Town for prior approval of in-house reproduction rates prior to submitting these expenses for reimbursement. The Town shall provide the Consultant with a standard format for documenting these charges. Completion of the Town’s 12 EXHIBIT D TOWN OF PROSPER GUIDELINES FOR DIRECT EXPENSES; GENERAL AND ADMINISTRATIVE MARKUP; TRAVEL AND SUBSISTENCE EXPENSES Town of Prosper, Texas – Professional Services Agreement Page 35 of 41 reproduction log is required as a prerequisite for payment, including the number or reproductions, the date, time, description, the approved standard rate, and a justification for each submitted expense for reimbursement. The Consultant agrees to place these standards in all subcontracts for work on the Project. E. Commercial Plotting – The Town shall reimburse the actual cost of plots, specifically limited to final documents, provided the Consultant has duly obtained at least three (3) quotations from commercial firms and has chosen the best value for the Town. The Consultant shall provide such documentation to the Town for review prior to submitting these expenses for reimbursement. The Consultant agrees to place these standards in all subcontracts for work on the Project. F. In-House Plotting – The Consultant shall make arrangements with the Town for prior written approval of in-house plotting rates prior to submitting these charges for reimbursement. The Town shall provide the Consultant with a standard format for documenting these charges. Completion of the Town’s reproduction log is required as a prerequisite for payment, including the number of plots, the date, time, description, the approved standard rate, and a justification for each submitted charge for reimbursement. G. Communications – Reimbursement for expenses relating to electronic communications shall be limited to long-distance telephone or fax toll charges specifically required in the discharge of professional responsibilities related to the Project. Telephone service charges including office or cellular phones, WATTS, or Metro line services or similar charges are not reimbursable. H. Postage, Mail, and Delivery Service – The Town shall reimburse the actual cost of postage and delivery of Instruments of Service, provided the Consultant duly considers all circumstances (including available time for assured delivery) of the required delivery and selects the best value for the Town, which may require comparison of delivery costs offered by three (3) or more sources or methods of delivery, which at a minimum shall include U.S. Mail. Courier service is acceptable only in circumstances requiring deadline-sensitive deliveries and not for the convenience of the Consultant and/or the Consultant’s employees. The Consultant agrees to place these standards in all subcontracts for work on the Project. I. Meals and Other Related Charges – Meals or any other related expenses are not reimbursable unless incurred outside a fifty (50) mile radius of the Project, and then only reimbursable for the actual cost subject to compliance with the Town’s currently adopted policy. Non-allowable costs include, but are not limited to, charges for entertainment, alcoholic beverages, and gratuities. 12 EXHIBIT D TOWN OF PROSPER GUIDELINES FOR DIRECT EXPENSES; GENERAL AND ADMINISTRATIVE MARKUP; TRAVEL AND SUBSISTENCE EXPENSES Town of Prosper, Texas – Professional Services Agreement Page 36 of 41 III. GUIDELINES FOR GENERAL AND ADMINISTRATIVE MARKUP. A. Requirement of Prior Approval – The Consultant may be allowed to charge a General and/or Administrative Markup on work completed if the Consultant can clearly define to the Town specifically what costs are included in the markup calculation. To apply General and/or Administrative Markup, the Consultant must also document to the Town what costs would be considered direct costs. The Town shall issue approval in writing to allow the Consultant to charge General and/or Administrative Markup. The Town reserves the right to reject any and all requests for General and/or Administrative Markup. IV. GUIDELINES FOR TRAVEL AND SUBSISTENCE EXPENSES. A. Requirement of Prior Approval – The Town shall reimburse the actual cost of travel and/or subsistence expenses upon prior written approval by the Town’s Project Manager. B. Adherence to Currently Adopted Town Travel Policy – Reimbursements shall be governed by the same travel policies provided for the Town employees according to current adopted policy. Prior to the event, the Consultant shall request, and the Town’s Project Manager shall provide the provisions and the restrictions that apply to out-of-town reimbursements. 12 EXHIBIT E TOWN OF PROSPER CONTRACTOR INSURANCE GUIDELINES Town of Prosper, Texas – Professional Services Agreement Page 37 of 41 I. REQUIREMENT OF GENERAL LIABILITY INSURANCE – A. Such policy shall name the Town, its officers, agents, representatives, and employees as additional insured as to all applicable coverage with the exception of workers compensation insurance. B. Such policy shall require the provision of written notice to the Town at least thirty (30) days prior to cancellation, non-renewal, or material modification of any policies, evidenced by return receipt or United States Certified Mail. C. Such policy shall provide for a waiver of subrogation against the Town for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of the insurance. II. INSURANCE COMPANY QUALIFICATION – All insurance companies providing the required insurance shall be authorized to transact business in the State of Texas, and shall have a minimum rating of “A” by A.M. Best’s Key Rating Guide, or other equivalent rating service(s). III. CERTIFICATE OF INSURANCE – A Certificate of Insurance evidencing the required insurance shall be submitted with the contractor’s bid or response to proposal. If the contract is renewed or extended by the Town a Certificate of Insurance shall also be provided to the Town prior to the date the contract is renewed or extended. 12 EXHIBIT E TOWN OF PROSPER CONTRACTOR INSURANCE GUIDELINES Town of Prosper, Texas – Professional Services Agreement Page 38 of 41 IV. INSURANCE CHECKLIST – X means that the following coverage is required for this Agreement. Coverage Required Limits _X_ 1. Worker’s Compensation & Employer’s Liability  Statutory Limits of the State of Texas _X_ 2. General Liability  Minimum $1,000,000.00 each occurrence;  Minimum $2,000,000.00 in the aggregate. ___ 3. XCU Coverage  Minimum $1,000,000.00 each occurrence;  Minimum $2,000,000.00 in the aggregate. _X_ 4. Professional Liability  Minimum $ 1,000,000.00 each claim;  Minimum $ 2,000,000.00 in the aggregate. ___ 5. Umbrella Coverage or Excess Liability Coverage  An amount of $ 2,000,000.00. _X_ 6. Town named as additional insured on General Liability Policy. This coverage is primary to all other coverage the Town may possess. _X_ 7. General Liability Insurance provides for a Waiver of Subrogation against the Town for injuries, including death, property damage, or any other loss to the extent that same is covered by the proceeds of the insurance. _X_ 8. Thirty (30) days notice of cancellation, non-renewal, or material change required. The words endeavor to and but failure (to end of sentence) are to be eliminated from the Notice of Cancellation provision on standard ACORD certificates. _X_ 9. Insurance company has a minimum rating of A by A.M. Best’s Key Rating Guide, or other equivalent rating service(s). _X_ 10. The Certificate of Insurance must state the project title and bid number. ___ 11. Other Insurance Requirements (State Below): 12 EXHIBIT F AFFIDAVIT Town of Prosper, Texas – Professional Services Agreement Page 39 of 41 STATE OF TEXAS ) ) THE COUNTY OF ______________ ) I, ___________________________, a member of the Consultant team, make this affidavit and hereby on oath state the following: I, and/or a person or persons related to me, have the following interest in a business entity that would be affected by the work or decision on the Project (Check all that apply): _____ Ownership of 10% or more of the voting shares of the business entity. _____ Ownership of Twenty Five Thousand and 00/100 Dollars ($25,000.00) or more of the fair market value of the business entity. _____ Funds received from the business entity exceed ten percent (10%) of my income for the previous year. _____ Real property is involved, and I have an equitable or legal ownership with a fair market value of at least Twenty Five Thousand and 00/100 Dollars ($25,000.00). _____ A relative of mine has substantial interest in the business entity or property that would be affected by my business decision of the public body of which I am a member. _____ Other: _________________________________________________. _____ None of the Above. Upon filing this affidavit with the Town of Prosper, Texas, I further affirm that no relative of mine, in the first degree by consanguinity or affinity, as defined in Chapter 573 of the Texas Government Code, is a member of a public body which took action on the agreement. Signed this _____________________ day of _____________________, 20___. _____________________________________ Signature of Official / Title BEFORE ME, the undersigned authority, this day personally appeared ____________________________ and on oath stated that the facts hereinabove stated are true to the best of his / her knowledge or belief. Sworn to and subscribed before me on this _____ day of ________________________, 2013. _____________________________________ Notary Public in and for the State of Texas My commission expires: __________________ 12 EXHIBIT G CONFLICT OF INTEREST QUESTIONNAIRE, FORM CIQ Town of Prosper, Texas – Professional Services Agreement Page 40 of 41 12 EXHIBIT G CONFLICT OF INTEREST QUESTIONNAIRE, FORM CIQ Town of Prosper, Texas – Professional Services Agreement Page 41 of 41 12 Coleman Street (Prosper Trail - Prosper High School) 12 Page 1 of 2 To: Mayor and Town Council From: Frank E. Jaromin, P.E., Director of Public Works January Cook, CPPO, CPPB, Purchasing Agent Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – March 25, 2014 Agenda Item: Consider and act upon awarding Bid No. 2014-32-B to Austin Bridge & Road, LP, related to construction services for the Prosper Road Improvement Project 2014; and authorizing the Town Manager to execute same. Description of Agenda Item: On February 27, 2014, at 2:00 pm, four (4) bids were opened for the Prosper Road Improvement Project 2014, Coit Road (First Street to Frontier Parkway), Coleman Road (Prosper Trail to Broadway) and First Street (Coleman Road to the Dallas North Tollway). The verified totals from the bidders ranged between $1,380,796.00 and $1,688,192.53 with Austin Bridge & Road, LP, being the lowest bidder. This contract will replace the existing asphalt pavement on Coit Road, Coleman Road, and First Street with new asphalt pavement, including incidental work on driveway and culverts. The contract specifies a substantial completion time of 120 calendar day, or approximately four months. Work on Coit Road will take approximately two months to complete, while work on Coleman Road and First Street will take about one month each to complete. The work on Coleman Road will not begin until Reynolds Middle School is closed for the summer. Budget Impact: The total cost of the construction contract is $1,380,796. The total budget for the contract is $1,740,000.00, from the following CIP projects:  Coit Road (First Street to Frontier Parkway): $980,000  Coleman Road (Prosper Trail to Broadway): $390,000  First Street (Coleman Road to Dallas North Tollway): $370,000 The proposed construction contract budget is $1,390,796, which includes a $10,000 contingency. The CIP will be amended at a later date to reflect this revised budget. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the agreement as to form and legality. Prosper is a place where everyone matters. PUBLIC WORKS 13 Page 2 of 2 Attached Documents: 1. Bid Tabulation Summary 2. Construction Services Contract Agreement 3. Location Map Town Staff Recommendation: Town staff recommends Town Council award Bid No. 2014-32-B to Austin Bridge & Road, LP, related to construction services for the Prosper Road Improvement Project 2014; and authorize the Town Manager to execute a Construction Services Contract Agreement between Austin Bridge & Road, LP, and the Town of Prosper, related to construction services for the same. Proposed Motion: I move to award Bid No. 2014-32-B to Austin Bridge & Road, LP, in the amount of $1,380,796; and authorize the Town Manager to execute a Construction Services Contract Agreement between Austin Bridge & Road, LP, and the Town of Prosper, related to construction services for the same. 13 Town of Prosper Bid Tabulation Bid No: 2014-32-B Prosper Road Improvement Project 2014 Coit Road (First Street to Frontier Parkway) Coleman Road (Prosper Trail to Broadway) First Street (Coleman Road to the Dallas North Tollway) Bid Opening: 2/27/14 at 2:00 PM Base Bid Austin Bridge & Road, LP $ 1,380,796.00 Reynolds Asphalt & Construction Co. $ 1,580,702.50 Quality Excavation, Ltd. $ 1,609,501.00 Pavecon, Ltd. Dba Pavecon Municipal Division $ 1,688,192.53 **All bids/proposals submitted for the designated project are reflected on this tabulation sheet. However, the listing of the bid/proposal on this tabulation sheet shall not be construed as a comment on the responsiveness of such bid/proposal or as any indication that the agency accepts such bid/proposal as being responsive. The agency will make a determination as to the responsiveness of the vendor responses submitted based upon compliance with all applicable laws, purchasing guidelines and project documents, including but not limited to the project specifications and contract documents. The agency will notify the successful vendor upon award of the contract and,as according to the law,all bid/proposal responses received will be available Certified By: January M. Cook, CPPO, CPPB Date: February 28, 2014 Purchasing Agent Town of Prosper, Texas successful vendor upon award of the contract and,as according to the law,all bid/proposal responses received will be available for inspection at that time. 13 13 13 13 13 13 13 13 13 13 13 13 13 13 13