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03.12.24 Town Council Regular Meeting PacketPage 1 of 4 ] Welcome to the Prosper Town Council Meeting. Citizens may watch the meeting live by using the following link: www.prospertx.gov/livemeetings Addressing the Town Council: Those wishing to address the Town Council must complete the Public Comment Request Form located on the Town's website or in the Council Chambers. If you are attending in person, please submit this form to the Town Secretary or the person recording the minutes for the Board/Commission prior to the meeting. When called upon, please come to the podium, and state your name and address for the record. If you are watching online, please submit this form to the Town Secretary prior to 4:00 p.m. on the day of the meeting in order for your comments to be read into the record. The Town assumes no responsibility for technical issues beyond our control. In compliance with the Texas Open Meetings Act, the Town Council/Board/Commission may not deliberate or vote on any matter that does not appear on the agenda. The Council/Board/Commission, however, may provide statements of fact regarding the topic, request the topic be included as part of a future meeting, and/or refer the topic to Town staff for further assistance. Citizens and other visitors attending Town Council meetings shall observe the same rules of propriety, decorum, and good conduct applicable to members of the Town Council. Any person making personal, impertinent, profane or slanderous remarks or who becomes boisterous while addressing the Town Council or while attending the meeting shall be removed from the room, if so directed by the Mayor or presiding officer, and the person shall be barred from further audience before the Town Council during that session. Disruption of a public meeting could constitute a violation of Section 42.05 of the Texas Penal Code. Call to Order/ Roll Call. Invocation, Pledge of Allegiance and Pledge to the Texas Flag. Announcements of recent and upcoming events. Presentations. 1. Presentation of a Proclamation declaring the week of March 17-24, 2024, as National Surveyor's Week. (MLS) 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. 2. Consider and act upon the minutes from the February 27, 2024, Town Council Work Session meeting. (MLS) Agenda Prosper Town Council Meeting Prosper Town Hall, Council Chambers 250 W. First Street, Prosper, Texas Tuesday, March 12, 2024 6:15 PM Page 1 Page 2 of 4 3. Consider and act upon the minutes from the February 27, 2024, Town Council Regular meeting. (MLS) 4. Consider and act upon a resolution accepting the Independent Audit Report and Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2023, as audited by Weaver and Tidwell LLP, Certified Public Accountants. (CL) 5. Consider and act upon approving the purchase of a multi-factor authentication (MFA) software platform for staff user accounts. (LJ) 6. Consider and act upon authorizing the Town Manager to execute a Contract for Services between the Town of Prosper and V&A Landscape and Lawn to provide median maintenance services on Custer Road from US Highway 380 to Frontier Parkway. (DB) 7. Consider and authorize final payment to Coach Specialists of Texas, Inc., for the repair of a 2020 Ford Transit Cargo Van. (CE) 8. Consider and act upon authorizing the Town Manager to execute a Professional Engineering Services Agreement between Teague Nall and Perkins, Inc., and the Town of Prosper, Texas, related to the design of the Prosper Downtown Parking Lot and Alley Improvements project. (CE) 9. Consider and act upon authorizing the Town Manager to execute Contract Amendment No. 3 to the Professional Engineering Services Agreement, between TranSystems Corporation dba TranSystems Corporation Consultants, and the Town of Prosper, Texas, related to the design of the US 380 Deceleration Lane Modifications project. (HW) 10. Consider and act upon authorizing the Town Manager to execute a Professional Services Agreement between O’Brien Realty Advisors, LLC, and the Town of Prosper, Texas, related to appraisal services for the Craig Road (Preston Road-Fifth Street) project. (HW) 11. Consider and act upon authorizing the Town Manager to execute a Professional Services Agreement between Matrix Consulting Group, Ltd., and the Town of Prosper, Texas, related to the Updated Assessment of the Development Review Process project. (CE) 12. Consider and act upon authorizing the Town Manager to execute a Contract for Personal Services between Universal Field Services, and the Town of Prosper, Texas, related to easement acquisition services for the FM 1461 12-inch Water Line Relocation project. (HW) 13. Consider and act upon authorizing the Town Manager to execute the First Amendment to the Roadway Impact Fee Agreement between DNT Frontier, LP, and the Town of Prosper, Texas, related to the construction of the DNT Backer Road to serve the DNT Frontier Retail Center development. (HW) 14. Consider and act upon authorizing the Town Manager to execute the First Amendment to the Water Impact Fee Agreement between DNT Frontier, LP, and the Town of Prosper, Texas, related to the construction of a water line to serve the DNT Frontier Retail Center development. (HW) 15. Consider and act upon the appointment of members to the Capital Improvements Advisory Committee, relative to the update of the Town’s impact fee ordinance, as required by Chapter 395 of the Texas Local Government Code. (HW) Page 2 Page 3 of 4 16. Conduct a public hearing and consider and act upon a request to amend the number of contiguous units that constitute a row of Townhomes in Planned Development-111 (PD- 111), Ordinance No. 2021-52, located north of US 380 (University Drive) and west of Lakewood Drive. (ZONE-24-0003) (DH) 17. Consider and act upon an ordinance granting a Specific Use Permit (SUP) for Retail Stores and Shops, Dry Cleaning, Minor, and Gymnastics/Dance Studio uses, with building size and placement as shown on the Site Plan, Exhibit "B," and a living screen as shown on the Landscape Plan, Exhibit "C," on 3.6± acres on Windsong Ranch Office Addition, Block A, Lot 2, located south of Parvin Road and east of North Teel Parkway. The property is zoned Planned Development-103 (PD-103) Windsong Ranch Office. (ZONE-23-0023) (DH) 18. Consider and act upon authorizing the Town Manager to execute a Development Agreement between SKS Prosper Teelpkwy Retail Holdings, LLC, and the Town of Prosper relative to Windsong Ranch Office Addition, Block A, Lot 2. (DH) 19. Consider and act upon whether to direct staff to submit a written notice of appeals 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 Preliminary Site Plans and Site Plans. (DH) 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 Comment Request Form” and present it to the Town Secretary prior to the meeting. Please limit your comments to three minutes. If multiple individuals wish to speak on a topic, they may yield their three minutes to one individual appointed to speak on their behalf. All individuals yielding their time must be present at the meeting, and the appointed individual will be limited to a total of 15 minutes. REGULAR AGENDA: Pursuant to Section 551.007 of the Texas Government Code, individuals wishing to address the Council for items listed as public hearings will be recognized when the public hearing is opened. [If you wish to address the Council, please fill out a “Public Comment Request Form” and present it to the Town Secretary, preferably before the meeting begins.] Items for Individual Consideration: 20. Conduct a public hearing and consider and act upon a request for a Specific Use Permit (SUP) for a Child Care Center, Licensed use on 9.7± acres, on Collin County School Land Survey, Abstract 147, Tracts 145, 168, and 172, located 305± south of First Street and the east side of Church Street. (ZONE-23-0035) (DH) 21. Discuss and consider Town Council Subcommittee reports. (DFB) Possibly direct Town staff to schedule topic(s) for discussion at a future meeting. 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: Section 551.087 – To discuss and consider economic development incentives and all matters incident and related thereto. Page 3 Page 4 of 4 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. Section 551.074 – To discuss and consider personnel matters and all matters incident and related thereto. Section 551.071 - To consult with the Town Attorney regarding Chapter 42 of the Texas Local Government Code and Extraterritorial Jurisdiction land use and development issues, and all matters incident and related thereto. Section 551.074 - To discuss and consider personnel matters, including the annual evaluation of the Town Manager, Town Attorney and the Municipal Judge, and all matters incident and related thereto. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. Adjourn. CERTIFICATION I, the undersigned authority, do hereby certify that this Notice of Meeting was posted at Prosper Town Hall, located at 250 W. First Street, Prosper, Texas 75078, a place convenient and readily accessible to the general public at all times, and said Notice was posted by 5:00 p.m., on Friday, March 8, 2024, and remained so posted at least 72 hours before said meeting was convened. ________________________________ _________________________ Michelle Lewis Sirianni, Town Secretary Date Notice Removed Pursuant to Section 551.071 of the Texas Government Code, the Town Council reserves the right to consult in closed session with its attorney and to receive legal advice regarding any item listed on this agenda. 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. For special services or assistance, please contact the Town Secretary’s Office at (972) 569 -1011 at least 48 hours prior to the meeting time. Page 4 Page 1 of 2 ] Call to Order/ Roll Call. The meeting was called to order at 5:00 p.m. Council Members Present: Mayor David F. Bristol Mayor Pro-Tem Craig Andres arrived 5:30 p.m. Deputy Mayor Pro-Tem Marcus E. Ray Councilmember Amy Bartley Councilmember Chris Kern Councilmember Jeff Hodges Councilmember Charles Cotten Staff Members Present: Mario Canizares, Town Manager Michelle Lewis Sirianni, Town Secretary Terry Welch, Town Attorney Bob Scott, Deputy Town Manager Chuck Ewings, Assistant Town Manager Robyn Battle, Executive Director Chris Landrum, Finance Director Hulon Webb, Director of Engineering Services David Hoover, Development Services Director James Edwards, Director of Human Resources Whitney Rehm, Budget Officer and Grants Administrator Todd Rice, Communications and Media Relations Manager Scott Brewer, Assistant Police Chief Items for Individual Consideration 1. Discussion regarding the Town’s five-year financial projections(s). (CL) Mr. Landrum presented important dates within the Budget calendar, providing initial assumptions on property valuations, the General Fund, Sales Tax, and the Utility Fund. Mr. Landrum also gave an overview on debt service, noting that the CIP and Finance Subcommittees will be meeting and discussing throughout the budget process. The Town Council discussed the budget calendar dates and requested being able to review specific topic matters more in depth throughout the process. The Town Council agreed to hold an additional work session dedicated to budget items at the end of July. Adjourn. The meeting was adjourned at 6:00 p.m. These minutes were approved on the 12th day of March 2024. MINUTES Prosper Town Council Work Session Prosper Town Hall – Council Chambers 250 W. First Street, Prosper, Texas Tuesday, February 27, 2024 Page 5 Item 2. Page 2 of 2 APPROVED: David F. Bristol, Mayor ATTEST: Michelle Lewis Sirianni, Town Secretary Page 6 Item 2. Page 1 of 5 ] Call to Order/ Roll Call. The meeting was called to order at 6:15 p.m. Council Members Present: Mayor David F. Bristol Mayor Pro-Tem Craig Andres Deputy Mayor Pro-Tem Marcus E. Ray Councilmember Amy Bartley Councilmember Chris Kern Councilmember Jeff Hodges Councilmember Charles Cotten Staff Members Present: Mario Canizares, Town Manager Michelle Lewis Sirianni, Town Secretary Terry Welch, Town Attorney Bob Scott, Deputy Town Manager Chuck Ewings, Assistant Town Manager Robyn Battle, Executive Director Mary Ann Moon, Economic Development Director Chris Landrum, Finance Director Hulon Webb, Director of Engineering Services Leslie Scott, Director of Library Services Dan Baker, Director of Parks and Recreation David Hoover, Development Services Director Whitney Rehm, Budget Officer and Grants Administrator Todd Rice, Communications and Media Relations Manager Eric Men, Help Desk Technician II Scott Brewer, Assistant Police Chief Invocation, Pledge of Allegiance and Pledge to the Texas Flag. James McKinney with Prestonwood Baptist Church led the invocation. The Pledge of Allegiance and the Pledge to the Texas Flag were recited. An nouncements of recent and upcoming events. Councilmember Kern made the following announcements: Registration is open for the third annual P-Town Throwdown Pickleball Tournament on Saturday, March 23 beginning at 8:00 a.m. at Reynolds Middle School. The tournament format is co-ed doubles team, age 18+, with recreational and competitive divisions based on player rating. Trophies will be awarded for first and second places, per division. For more information, visit the Special Events page under the Parks and Recreation Department on the Town’s website. Join the Parks and Recreation Department for a Pickleball Social on Wednesday, March 13 from 5:30 to 7:30 p.m. at The Gin located at 204 W. Broadway. This come and go event is an opportunity to register for the tournament, as well as hear an update on all things Pickleball in Prosper along with other park projects. Complimentary appetizers and soft drinks will be served. MINUTES Prosper Town Council Meeting Prosper Town Hall, Council Chambers 250 W. First Street, Prosper, Texas Tuesday, February 27, 2024 Page 7 Item 3. Page 2 of 5 Registration is open for the spring season of the 2024 Mayor’s Fitness Challenge which begins Friday, March 1 and continues through May 31. Tracking sheets and online registration are available by visiting prospertx.gov/mayorsfitnesschallenge. Mayor Bristol noted a compliment received regarding the new trash services. Presentations. 1. Presentation of a Proclamation declaring March 2024, as Theatre in our Schools Month. (MLS) Mayor Bristol read and presented a Proclamation to the Prosper High School Thespian Troope. 2. Presentation to the Prosper Community Library for receiving the Library of Excellence award. (LS) Ms. Scott introduced the item outlining the criteria to be met for the award and introduced the Library staff. Mayor Bristol recognized the staff by presenting THRIVES coins to them for their outstanding achievement. 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 at the request of Council Members or staff. 3. Consider and act upon the minutes from the February 13, 2024, Town Council Work Session meeting. (MLS) 4. Consider and act upon the minutes from the February 13, 2024, Town Council Regular meeting. (MLS) 5. Consider and act upon Ordinance 2024-22 canceling the May 4, 2024, General Election. (MLS) 6. Consider acceptance of the January 2024 Monthly Financial Report. (CL) 7. Receive the Quarterly Investment Report for December 31, 2023. (CL) 8. Consider and act upon approving purchase orders for the purchase and installation of furniture from Workspace Interiors by Office Depot Business Solutions through the Omnia Partners Cooperative; and authorizing the Town Manager or his/her designee to execute documents related to said purchases. (CL) 9. Consider authorizing the Town Manager to enter into a three-year Professional Services Agreement with two one-year renewals for sales tax consulting with Texas City Services LLC for the Town, EDC and the Crime and Fire Special Purpose Districts. (CL) 10. Receive the 2023 Annual Racial Profiling Report for the Prosper Police Department as required by state law. (DK) 11. Consider and act upon Ordinance 2024-05 amending Section 1.09.017 of the Code of Ordinances relative to the carrying of firearms in Town parks, and Page 8 Item 3. Page 3 of 5 Sections 8.03.001 and 8.03.002 of the Code of Ordinances relative to the carrying and discharge of firearms in Town buildings or in the Town limits. (TW/DK) 12. Consider and act upon awarding RFP No. 2024-08-A to Sweeping Corporation of America, LLC., related to the Town’s Street Sweeping services, and authorizing the Town Manager to execute a construction agreement for same. (CE) 13. Consider and act upon authorizing the Town Manager to execute a Professional Services Agreement between Angel Valuation Services, LP, and the Town of Prosper, Texas, related to appraisal services for the FM 1461 12-inch Water Line Relocation project. (HW) 14. Consider and act upon authorizing the Town Manager to execute a Professional Services Agreement between Geotex Engineering LLC, and the Town of Prosper, Texas, related to professional construction materials testing and observation services for the Legacy (Prairie – First) – 4 Lanes project. (HW) 15. Consider and act upon authorizing the Town Manager to execute a Professional Services Agreement between ECS Southwest, LLP, and the Town of Prosper, Texas, related to professional construction materials testing and observation services for the Teel Parkway (US 380 - First Street) – 2 NB Lanes project. (HW) 16. Consider and act upon authorizing the Town Manager to execute an Agreement between Blue Star Allen Land L.P., and the Town of Prosper, Texas, related to the repairs of certain roadways in Star Trail, Phase 5. (HW) 17. Consider authorizing the Town Manager to enter into a Professional Services Agreement with Peak Program Value (PPV) for Construction Management Services for Raymond Park. (CL) 18. Consider and act upon authorizing the Town Manager to execute a Professional Services Agreement between the Town of Prosper and Gray Event Management for recreation program instructor services. (DB) 19. Consider and act upon authorizing the Town Manager to execute a Professional Services Agreement between the Town of Prosper and Soccer Sparks, LLC, for recreation program instructor services. (DB) 20. Consider and act upon Ordinance 2024-23 granting a Specific Use Permit for a Wireless Communications and Support Structure, on Lakewood Preserve, Block A, Lot 1, on 0.1± acre, located south of East First Street and east of South Coit Road. The property is zoned Planned Development-87 (PD-87) Lakewood. (ZONE-23-0036) (DH) 21. Consider and act upon whether to direct staff to submit a written notice of appeals 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 Preliminary Site Plans and Site Plans. (DH) Deputy Mayor Pro-Tem Ray requested to pull items 12 and 17. Mayor Pro-Tem Andres made a motion to approve consent agenda items 3 through 11, items 13 through 16, and items 18 through 21. Councilmember Hodges seconded that motion. Motion carried unanimously. Page 9 Item 3. Page 4 of 5 Regarding item 12, Deputy Mayor Pro-Tem Ray noted that he would like the Town Council to consider increasing the number of times per year to sweep and to also include US 380 on/off ramps into the contract if possible. Mr. Ewings noted that the contract as presented allows for additional call out times. However, if the call out times are exceeded and any additional areas that are not noted in the contract would have to be added for an additional cost. Deputy Mayor Pro-Tem Ray requested if the staff finds the additional allotments are not sufficient, that they request more in the future and/or revise the contract as needed. Deputy Mayor Pro-Tem Ray made a motion to approve item 12. Councilmember Cotten seconded that motion. Motion carried unanimously. Regarding item 17, Mayor Pro-Tem Ray asked if this service will be used for other ongoing projects and if there would be an additional cost associated for this service if used. Mr. Scott commented that this is the first project they are using this service beyond the construction price and will continue to evaluate all options based on the project. Deputy Mayor Pro-Tem Ray made a motion to approve item 17. Councilmember Cotten seconded that motion. Motion carried unanimously. CITIZEN COMMENTS No comments were made. Items for Individual Consideration: 22. Discuss and consider Town Council Subcommittee reports. (DFB) Councilmember Kern provided a Downtown Advisory Committee report noting the committee continues to have ongoing discussions regarding major projects and vetting their ideas based on costs associated with each. Mayor Pro-Tem Andres stated he recently attended the McKinney Urban District Board meeting. The Board has been discussing Cares funding and evaluating the current ride program for individuals who cannot drive. Possibly direct Town staff to schedule topic(s) for discussion at a future meeting. Mayor Bristol requested staff to address the signage at Frontier Park. 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: Section 551.087 – To discuss and consider economic development incentives and all matters incident and related thereto. 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. Section 551.074 – To discuss and consider personnel matters and all matters incident and related thereto. Page 10 Item 3. Page 5 of 5 Section 551.071 - To consult with the Town Attorney regarding legal issues associated with Article 1.09 and Article 8.03 of the Town's Code of Ordinances, and Chapter 214 of the Texas Local Government Code, and all matters incident and related thereto. Section 551.074 - To discuss and consider personnel matters, including the annual evaluation of the Town Manager, Town Attorney and the Municipal Judge, and all matters incident and related thereto. The Town Council recessed into Executive Session at 6:46 p.m. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. The Town Council reconvened into Regular Session at 8:36 p.m. Mayor Pro-Tem Andres made a motion to authorize the Town Manager to execute all documents related to the Town’s sale of a 1.271-acre tract of land located on highway US 380 to the Texas Department of Transportation (TxDOT) including the Possession and Use Agreement for transportation purposes. Councilmember Cotten seconded that motion. Motion carried unanimously. Adjourn. The meeting was adjourned at 8:37 p.m. These minutes were approved on the 12th day of March 2024. APPROVED: David F. Bristol, Mayor ATTEST: Michelle Lewis Sirianni, Town Secretary Page 11 Item 3. Page 1 of 2 To: Mayor and Town Council From: Chris Landrum, Finance Director Through: Mario Canizares, Town Manager Bob Scott, Deputy Town Manager Re: Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and act upon a resolution accepting the Independent Audit Report and Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2023, as audited by Weaver and Tidwell LLP, 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. The Annual Comprehensive Financial Reports (ACFR) contains information in addition to the Basic Financial Statements that is helpful to understand the Town’s finances. It is also a key continuing disclosure document identified in the Town’s debt covenants and must be filed electronically with the Municipal Securities Rulemaking Board (MSRB) Electronic Municipal Market Access (EMMA) website within six months of year-end. Staff plans to submit an electronic Annual Comprehensive Financial Report to the Government Finance Officers Association in consideration for the Certificate of Achievement for Excellence in Financial Reporting. In compliance with Generally Accepted Auditing Standards (GAAS), the auditors must make certain required communications to those in charge of governance. These communications have been made to the Finance Sub-Committee of Council on March 08, 2024, with copies distributed to full council. There were no material weaknesses or significant deficiencies regarding the Town’s system of Internal Control discovered during the audit. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, LLP, reviewed the resolution as to form and legality. Attached Documents: 1. Annual Comprehensive Financial Report 2. Resolution FINANCE Page 12 Item 4. Page 2 of 2 Town Staff Recommendation: Town staff recommends that the Town Council approve the resolution accepting the Independent Audit Report and Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2023. Proposed Motion: I move to approve a resolution accepting the Independent Audit Report and Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2022. Page 13 Item 4. ANNUAL COMPREHENSIVE FINANCIAL REPORT For Fiscal Year Ended September 30, 2023 Prosper, Texas Page 14 Item 4. TOWN OF PROSPER, TEXAS YEAR ENDED SEPTEMBER 30, 2023 TABLE OF CONTENTS Page Number INTRODUCTORY SECTION Letter of Transmittal ..................................................................................................... i – vi GFOA Certificate of Achievement .................................................................................... vii Organizational Chart ..................................................................................................... viii Principal City Officials .................................................................................................... ix – x FINANCIAL SECTION Independent Auditor’s Report ......................................................................................... 1 – 3 Management Discussion and Analysis .............................................................................. 4 – 11 Basic Financial Statements Government-Wide Financial Statements: Statement of Net Position ......................................................................................... 12 – 13 Statement of Activities ............................................................................................. 14 – 15 Fund Financial Statements: Governmental Funds Balance Sheet ...................................................................................................... 16 – 17 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position ................................................................. 18 Statement of Revenues, Expenditures, and Changes in Fund Balances .................................................................................. 19 – 20 Reconciliation of Revenues, Expenditures, and Changes In Fund Balances – Governmental Funds to the Statement of Activities ....................................................................................... 21 Statement of Revenues, Expenditures, and Changes in Fund Balance – General Fund – Budget and Actual ................................................ 22 – 23 Statement of Revenues, Expenditures, and Changes in Fund Balance – Impact Fee Fund – Budget and Actual ............................................. 24 Proprietary Funds Statement of Net Position ...................................................................................... 25 Statement of Revenues, Expenses, and Changes in Fund Net Position .............................................................................. 26 Statement of Cash Flows ....................................................................................... 27 – 28 Page 15 Item 4. Notes to the Financial Statements ................................................................................ 29 – 54 Required Supplementary Information Schedule of Changes in Net Pension Liability and Related Ratios – Texas Municipal Retirement System .............................. 55 – 56 Schedule of Employer Contributions – Texas Municipal Retirement System ........................................................................ 57 – 58 Combining Schedules Combining Balance Sheet – Nonmajor Governmental Funds ............................................ 59 – 60 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances – Nonmajor Governmental Funds ......................................... 61 – 62 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Debt Service Fund – Budget and Actual ............................................ 63 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Court Technology Fund – Budget and Actual ..................................... 64 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Court Security Fund – Budget and Actual ......................................... 65 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Parks Dedication Fund – Budget and Actual ...................................... 66 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Parks Improvement Fund – Budget and Actual .................................. 67 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Crime Control District Fund – Budget and Actual ............................... 68 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Fire Prevention District Fund – Budget and Actual ............................. 69 Schedule of Revenues, Expenditures, and Changes in Fund Balance – TIRZ 1 Fund – Budget and Actual .................................................... 70 Schedule of Revenues, Expenditures, and Changes in Fund Balance – TIRZ 2 Fund – Budget and Actual .................................................... 71 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Municipal Jury Fund – Budget and Actual .......................................... 72 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Contributions Fund – Budget and Actual ........................................... 73 Combining Statement of Net Position – Internal Service Funds ........................................ 74 Combining Statement of Revenues, Expenses, and Changes in Net Position – Internal Service Funds ......................................................................... 75 Combining Statement of Cash Flows – Internal Service Funds ......................................... 76 Page Page 16 Item 4. Table Number STATISTICAL SECTION Government-Wide Information Net Position by Component ........................................................................... 1 77 – 78 Change in Net Position .................................................................................. 2 79 – 82 Fund Balances of Governmental Funds ............................................................ 3 83 – 84 Changes in Fund Balances of Governmental Funds ........................................... 4 85 – 86 General Governmental Tax Revenues by Source .............................................. 5 87 Assessed Value and Estimated Actual Value of Taxable Property ........................ 6 88 Property Tax Rates – Direct and Overlapping Governments ............................... 7 89 – 90 Property Tax Levies and Collections ................................................................ 8 91 Principal Property Taxpayers ......................................................................... 9 92 Ratios of Outstanding Debt by Type ............................................................... 10 93 – 94 Ratios of General Bonded Debt Outstanding .................................................... 11 95 Direct and Overlapping Governmental Activities Debt ....................................... 12 96 Tax Rate Information.................................................................................... 13 97 – 98 Demographic and Economic Statistics ............................................................. 14 99 Principal Employers ...................................................................................... 15 100 Operating Indicators by Function/Program ...................................................... 16 101 – 102 Full-Time Equivalent Town Government Employees by Function .............................................................................. 17 103 – 104 Page 17 Item 4. INTRODUCTORY SECTION Page 18 Item 4. i March 4, 2024 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 Annual Comprehensive Financial Report (“ACFR”) of the Town of Prosper (“Town”) for the fiscal year ending September 30, 2023. This report provides the Town Council, Town Staff, our citizens, bondholders and other interested parties with detailed information concerning the financial condition and activities of the Town government. 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, and is organized in a manner designed to fairly present the financial position and results of operation of the Town as measured by the financial activity of its various funds. To enable the reader to gain an understanding of the Town’s fina nces, we believe that all necessary disclosures have been included. The Town is required to obtain an annual audit of the financial records and financial activities of the Town. Weaver and Tidwell, L.L.P., a firm of licensed certified public accountants, have audited the Town’s financial statements. 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, 2023, are free of any 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 unmodified (“clean”) opinion that the Town’s financial statements for the fiscal year ended September 30, 2023, and 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. Management’s Discussion and Analysis (MD&A) immediately follows the independent auditor’s report and provides a narrative introduction, overview, and analysis of the basic financial statements. MD&A complements this letter of transmittal and the two should be read in conjunction with each other. History of Prosper Prosper began with the first settlers arriving in the area in 1846. Those who settled here were drawn to North Texas’ fertile black prairie soil perfect for thriving cotton crops in a time when cotton was "King.” Between 1850 and 1902, two settlements coexisted. One community, two miles south of the present town, was Rock Hill. The second community, one mile north, was Richland. Both these communities became Prosper when the Town was incorporated in 1914 with a Commission form of government and a populatio n of 500. The opening of DFW airport in 1974, combined with the strong Texas economy, favorable business environment and central location nationally spurred significant in-migration including Fortune 500 and other corporate headquarters. Suburban cities north of Dallas began growing rapidly. With both the inner-ring and second ring northern suburbs at or near build-out growth in Prosper is accelerating. Page 19 Item 4. ii Prosper has retained its small town appeal by carefully managing growth in accordance with a Comprehensive Land Use Plan, Parks & Open Space Plan, and a Capital Improvements Plan . Unlike the large suburban cities of Plano and Frisco to the south and McKinney to the east, Prosper’s large existing lot size and only 27 landlocked square miles puts its build-out population at approximately 75,000. While residential growth remains strong, the Town is carefully evolving from a bedroom community of 38,000+ residents to a balance between high-end residential and diversified commercial including retail, hotels, restaurants, new car dealerships, office, two Children’s Hospitals and related professional space. Accounting System and Budgetary Control Town management is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the Town are protected from loss, theft, or misuse. Management must also ensure that adequate accounting data is compiled to allow for the preparation of financial statements in conformity with GAAP. The internal control structure is designed to provide reasonable, but not absolute, assurance that these objectives are met. The concept of reasonable assurance recognizes that (1) the cost of a control should not exceed the benefits likely to be derived, and (2) the valuation of costs and benefits requires estimates and judgments by management. All internal control evaluations occur within the above framework. The Town’s accounting records for general governmental operations are maintained on a modified accrual basis, with revenues recogn ized when measurable and available, and expenditures recorded when the services or goods are received and the liabilities are incurred. Accounting records for the Town’s utilities and other proprietary activities are maintained on a full accrual basis. The objective of budgetary controls is to ensure compliance with legal provisions contained in the annual budget approved by the Town Council. The annual budget is developed and controlled at the department level in the General Fund and Utility Fund, and at the fund level in all other funds. This budgetary level serves as the foundation for the Town’s financial planning and control. Department Heads may transfer resources within a department with the Finance Director’s approval. The Town Council approves any amendments or additional funding requests for appropriations over that of the budgeted department level total, even though the Town Charter limits are at the fund level. These amendments shall be by ordinance and shall become an attachment to the origi nal budget. The accompanying ACFR incorporates all funds of the Town and includes all government activities, organizations and functions for which the Town is financially accountable. The criteria used in determining activities to be reported within the Town’s basic financial statements are based upon and consistent with those set forth by the Governmental Accounting Standards Board. The Reporting Entity Profile The Town is a political subdivision and a home rule municipality under the laws of the state. A Home Rule Charter was approved by the voters of the Town at an election held November 7, 2006, and last revised on May 6, 2017. The Town operates as a Council-Manager form of government with the Town Council comprised of the Mayor and six Council memb ers. The term of office is three years. The Town Manager is the chief executive officer of the Town. The Town provides a full range of services including: public safety (police, fire, EMS, and dispatch), municipal court, streets, water/wastewater, solid waste and storm drainage utilities, parks and recreation, library, engineering, planning and zoning, building inspections and code compliance, economic development and general administrative services. The Economic Development Corporation is Town-chartered and governed by a seven-member Board of Directors appointed by the Town Council. The Town has included the financial statements for the Prosper Economic Development Corporation in its government-wide financial statements as a Page 20 Item 4. iii component unit. Component units are legally separate organizations that a primary government must include as part of its financial entity. The Town is located 31 miles north of downtown Dallas on the Dallas North Tollway and is approximately 27 square miles. Prosper includes areas in Collin and Denton Counties. The Town is located at the crossroads of Preston Road bisected north to south by the future DNT which will begin construction in 2024. US Highway 380 compromises its southern border and is just five minutes north of the bustling Dallas North Tollway cities of Frisco and Plano. The Town is home to schools receiving top marks in recent grades from TEA and state championship sports teams, over 400 acres of open space and parks, and other amenities. Access to the DFW area, coupled with a commitment to maintain a high quality of life has created rapid growth for the Prosper community. The 2012 estimated population for the Town was 12,190 with a 2023 estimate of 38,540 representing ten-year growth of 216%. The Economic Outlook The Town continues to experience new home permits at a strong pace and benefits tremendously from its location. Average homestead value in 2023 averaged $886,000 market and $589,000 taxable value. The difference between market and taxable values is a 12.5% homestead exemption and capped values. With the recent run-up in homestead values in excess of 10%, excess value is considered Page 21 Item 4. iv capped meaning that it will be allowed to increase future year values by 10% per year until all capped values are used. According to the Dallas Federal Reserve Bank’s October 31, 2023 Dallas-Fort Worth Economic Indicators, DFW had a 3.8% unemployment rate, average hourly earnings of $34.19, year over year wage growth of 2.8% and an annualized job growth for the September quarter of 5.6%. In a February 2024 Fed article entitled: “Hang your hat in Texas: State remains a leader in firm relocations” the authors display a series of charts showing the impact of in-migration to the State. Texas with key takeaways being Dallas, Houston and Fort Worth MSA ranking 1-3 for in-migration with suburban and rural zip codes within or near those MSA’s also growing as destinations. The Town continues to experience significant assessed valuation growth. Certified property valuations increased by $1,179M (21.7%) for FY 2022-2023, and $1,719M (26%) for the FY 2024 budget. Page 22 Item 4. v Sales Tax is the Town’s second largest revenue. In addition to the 1% municipal sales tax, Town voters have also approved a half cent 4A tax for economic development and a quarter cent each for Fire and Crime control districts for a total of a 2% local portion, the maximum allowed under state law. The economy influences the timing of population increases and the types of development that occur will affect the build-out of the Town. The Town Council adopted a new Comprehensive Plan in 20 23 and will continue to annually review the Plan in response to changing market conditions. Page 23 Item 4. vi Long Term Financial Planning The Town’s rapid growth has created both challenges and opportunities. The greatest challenge has been constructing needed infrastructure in a timely enough manner to avoid both traffic gridlock and inadequate utility capacity for the growth that has already occurred and to promote the desired future growth as sites to the south reach build-out and the “prime-time” for Prosper commercial development approaches. Recognizing these challenges, the Town Council has approved updates to most of the Town’s financial policies substantially strengthening capital project management and long-term financial planning. In addition, in 2023 they adopted a simplified five-point strategic vision with the following goals: 1. ACCELERATION OF INFRASTRUCTURE 2. DEVELOPMENT OF DOWNTOWN PROSPER AS A DESTINATION 3. ENSURE THE TOWN’S COMMERCIAL CORRIDORS ARE READY FOR DEVELOPMENT 4. CONTINUE TO PROVIDE EXCELLENT MUNICIPAL SERVICES 5. WORK TOWARD A GROWING AND DIVERSIFIED TAX BASE Combining a clear vision of the future with strong financial policies and financial resources provided by growth should ensure that Town maximizes the opportunities the region provides. Independent Audit Section 7.18 of the Town Charter requires an independent audit of all accounts of the Town at the close of each fiscal year by certified public accountants selected by the Council. This requirement has been complied with and the “Report of the Independent Auditors” has been included at the beginning of the Financial Section of this report. Additionally, the Town has a Finance Sub-committee of the Town Council that functions as a audit committee that hears and reviews all recommendations of the independent auditors. Certificate of Achievement The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the Town of Prosper, Texas, for its Annual Comprehensive Financial Report for fiscal year ended September 30, 2022. The Town has received a Certificate of Achievement for the twelfth consecutive year. In order to be awarded a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized Annual Comprehensive Financial Report. This report must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe the current report continues to conform to program requirements and we are submitting it to GFOA for consideration. Acknowledgements The preparation of this report would be impossible without the efficient and dedicated services of the Finance Department. We express our appreciation to all employees who contributed to its presentation. We also thank the Town Council for their interest and support in planning and conducting the financial operations of the Town in a responsible and progressive manner. Respectfully submitted, Mario Canizares Robert B. Scott, CPA Chris Landrum Town Manager Deputy Town Manager/CFO Finance Director Page 24 Item 4. vii Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to Town of Prosper Texas For its Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2022 Page 25 Item 4. Municipal Court JudgeTown AttorneyBoards and CommissionsCitizensMayor and Town CouncilTown ManagerFire ChiefFire MarshalFire OperationsPolice ChiefPolice Operations9-1-1 CommunicationsAssistant Town ManagerEngineeringStormwaterConstruction InspectionsPublic WorksStreetsWaterWastewaterDevelopment ServicesBuilding InspectionsHealth & Code CompliancePlanning Facilities ManagementExecutive DirectorTown SecretaryCommunicationsParks & RecreationParks AdministrationParks OperationsRecreationLibraryDeputy Town ManagerFinanceMunicipal CourtUtility BillingHuman ResourcesInformation TechnologyOrganizational ChartviiiPage 26Item 4. TOWN OF PROSPER , TEXAS LIST OF PRINCIPAL OFFICIALS FISCAL YEAR ENDED SEPTEMBER 30, 2023 TOWN COUNCIL M AYOR David F. Bristol COUNCIL MEMBER PLACE 1, DEPUTY MAYOR PRO-TEM M ARCUS E. RAY COUNCIL MEMBER PLACE 2, MAYOR PRO-TEM CRAIG ANDRES COUNCIL MEMBER PLACE 3 AMY BARTLEY COUNCIL MEMBER PLACE 4 COUNCIL MEMBER PLACE 5 JEFF HODGES COUNCIL MEMBER PLACE 6 CHARLES COTTEN CHRIS KERN ix Page 27 Item 4. TOWN OF PROSPER , TEXAS LIST OF PRINCIPAL OFFICIALS FISCAL YEAR ENDED SEPTEMBER 30, 2023 APPOINTED O FFICIALS MARIO CANIZARES MICHELLE LEWIS SIRIANNI TOWN M ANAGER TOWN SECRETARY DEPUTY TOWN MANAGER ASSISTANT TOWN MANAGER EXECUTIVE DIRECTOR FIRE CHIEF POLICE CHIEF DIRECTOR OF DEVELOPMENT SERVICES DIRECTOR OF ENGINEERING DIRECTOR OF FINANCE DIRECTOR OF HUMAN RESOURCES DIRECTOR OF INFORMATION TECHNOLOGY DIRECTOR OF LIBRARY SERVICES DIRECTOR OF PARKS AND RECREATION DIRECTOR OF PUBLIC WORKS ROBERT SCOTT CHUCK EWINGS ROBYN BATTLE STUART BLASINGAME DOUG KOWALSKI DAVID HOOVER HULON WEBB CHRIS LANDRUM JAMES EDWARDS LEIGH JOHNSON LESLIE SCOTT DAN BAKER FRANK JAROMIN x Page 28 Item 4. FINANCIAL SECTION Page 29 Item 4. This Page Intentionally Left Blank Page 30 Item 4. Weaver and Tidwell, L.L.P. 2300 North Field Street, Suite 1000 | Dallas, Texas 75201 Main: 972.490.1970 CPAs AND ADVISORS | WEAVER.COM 1 Independent Auditor’s Report To the Honorable Mayor and Members of the Town Council Town of Prosper, Texas Report on the Audit of the Financial Statements Opinions We have audited the financial statements of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of Town of Prosper, Texas (Town) as of and for the year ended September 30, 2023, and the related notes to the financial statements, which collectively comprise the Town’s basic financial statements as listed in the table of contents. In our opinion, the accompanying financial statements present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the Town, as of September 30, 2023, and the respective changes in financial position and, where applicable, cash flows thereof and the respective budgetary comparisons for the General Fund and Impact Fee Fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinions We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Town and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Emphasis of Matter As discussed in Note 1 to the basic financial statements, during the year ended September 30, 2023, the Town implemented Governmental Accounting Standards Board (GASB) Statement No. 96, Subscription- Based Information Technology Arrangements. Our opinions are not modified with respect to this matter. Responsibilities of Management for the Financial Statements The Town’s management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Town’s ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. Page 31 Item 4. The Honorable Mayor and Members of the Town Council Town of Prosper, Texas 2 Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we:  Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Town’s internal control. Accordingly, no such opinion is expressed.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Town’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit. Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management's Discussion and Analysis and the Required Supplementary Information, as listed in the table of contents, be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with GAAS, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Page 32 Item 4. The Honorable Mayor and Members of the Town Council Town of Prosper, Texas 3 Supplementary Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Town's basic financial statements. The combining and individual fund financial statements and schedules are presented for the purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual fund financial statements and schedules are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the other supplementary information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Information Included in the Annual Comprehensive Financial Report (ACFR) Management is responsible for the other information included in the ACFR. The other information comprises the introductory and statistical sections but does not include the basic financial statements and our auditor's report thereon. Our opinions on the basic financial statements do not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the basic financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 4, 2024 on our consideration of the Town’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Town’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Town’s internal control over financial reporting and compliance. WEAVER AND TIDWELL, L.L.P. Dallas, Texas March 4, 2024 Page 33 Item 4. MANAGEMENT’S DISCUSSION AND ANALYSIS Page 34 Item 4. 4 MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023 Amounts in Thousands Unless Otherwise Stated (Unaudited) March 4, 2024 As management of the Town of Prosper (Town), we offer this narrative overview and analysis of the financial activities and financial position of the Town for the fiscal year ended September 30, 2023. In the broadest context, the financial well-being of the government lies in the underlying wealth and willingness of its citizens and property owners to pay adequate taxes combined with the vision of the government’s elected and appointed leadership to spend those taxes strategically. This allows the City’s tax base, service levels, assets and desirability to be maintained, not just for the current year, but well into the future. Financial reporting is limited in its ability to provide this “big picture” but rather focuses on financial position and changes in financial position. In other words, are revenues and or expenses/expenditures higher or lower than the previous year? Has net position (containing both short and long-term assets and liabilities) or fund balances (the current “spendable” assets less current liabilities) of the government been maintained? We encourage readers to consider the information presented here in conjunction with additional information that we have furnished in our letter of transmittal (pages i-vi of this report), the statistical section, as well as information found on the Town Council Strategic Vison, the annual budget and other community information found on the Town’s website at www.prospertx.gov. It should be noted that the Report of the Independent Auditor preceding this MD&A explains the level of audit assurance associated with various sections of this report. All of the additional information from the website and other City sources is unaudited and has not been updated for events that may have occurred subsequent to the issuance of the respective report. OF NOTE •The assets and deferred outflows of the Town of Prosper, on a government-wide basis, exceeded its liabilities and deferred inflows as of September 30, 2023 by $579,908 (net position). Of this amount, $44,292 (unrestricted net position) may be used to meet the Town’s ongoing obligations to citizens and creditors. •The Town’s total net position increased by $79,453. Most of the increase is due to developer contributions of infrastructure totaling $63,954 and a TXDOT reimbursement of $3,988 for utility relocation that occurred several years previously. The remaining increase is due to strong revenue performance in the governmental activities and higher than expected investment income. •As of the close of the current fiscal year, the Town of Prosper’s governmental funds reported combined ending fund balances of $113,400 (made up of $14,690 in General Fund, $7,303 in Impact Fee Fund, $1,303 in Debt Service Fund, $83,521 in Capital Projects Fund, $251 in the ARPA Fund, and $6,342 in other governmental funds), an increase of $4,702 in comparison with the prior year due primarily to a $5,911 increase in Capital Projects Fund Balances and smaller increases in other governmental funds offset by a fund balance reduction of $4,236 in the General Fund. •At the end of the current fiscal year, total General Fund balances exceeded financial policy requirements with unassigned fund balance for the general fund of $2,688 or 6% of total current fiscal year General Fund expenditures and is available for spending at the Town’s discretion. OVERVIEW OF THE FINANCIAL STATEMENTS This discussion and analysis is intended to serve as an introduction to the Town of Prosper’s basic financial statements. The Town’s basic financial statements comprise four components: 1) government-wide financial statements, 2) fund financial statements, 3) notes to the financial statements and 4) required supplementary information which includes this Management Discussion & Analysis, multi-year funding progress regarding the Town’s Pension Plan and Budget and Actual schedules for Major Special Revenue Funds. This report also contains other supplementary information that complements, expands on or provides context for the basic financial statements themselves. Government-wide financial statements – The government-wide financial statements are designed to provide readers with a broad overview of the Town’s finances, in a manner similar to a private-sector business. Page 35 Item 4. 5 The Statement of Net Position presents information on all Town assets and liabilities, with the difference between the two reported as net position. Over time, increases and decreases in net position may serve as a useful indicator of whether the financial position of the Town is improving or deteriorating. The Statement of Activities presents information showing how the Town’s net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the time of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused vacation leave). Both of the government-wide financial statements distinguish functions of the Town that are principally supported by taxes and intergovernmental revenues (governmental activities) from other functions that are intended to recover all or a significant portion of their costs through user fees and charges (business-type activities). The governmental activities of the Town include general government, public safety, public works, recreation, and transportation. The business-type activities of the Town include the water and sewer system, as well as sanitation collection and disposal, and storm drainage. The government-wide financial statements include not only the Town of Prosper itself (known as the primary government), but also a legally separate economic development corporation. Financial information for this component unit is reported discretely in the government-wide financial statements. Fund financial statements – A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The Town of Prosper, like other state and local governments, 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 as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information is useful in evaluating the government’s near-term financing requirements and is most similar to the basis used for the Town’s budget. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the Town’s near-term financing decisions. Both the governmental fund balance sheet and the government fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The Town of Prosper maintains sixteen individual governmental funds. Information is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in fund balances for the General Fund, Impact Fee Fund, Debt Service Fund, Capital Projects Fund, Escrow Fund and ARPA Fund, all of which are considered to be major funds. Data from the other ten governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these non-major governmental funds is provided in the form of combining statements and certain budgetary schedules in this report. The basic governmental fund financial statements can be found immediately following this management’s discussion and analysis. The Town adopts an annual appropriated budget for its General Fund, Debt Service Fund, and Impact Fee Fund and several of the non-major governmental funds. Budgetary comparison schedules have been provided for these funds to demonstrate compliance with the budgets. Proprietary funds – The town maintains two types of proprietary funds. Enterprise funds are used to report the same functions presented as business-type activities in the government-wide financial statements. The Town uses enterprise funds to account for its water, sewer, sanitation, and storm drainage activities. Proprietary funds provide the same type of information as the government-wide financial statements, only in more detail. The Internal Service Funds are used to accumulate and allocate costs internally among the Town’s various functions. The Town uses its Internal Service Funds to account for its vehicle and equipment replacement program and employee health insurance program. Because these services predominately benefit the governmental rather than the business-type functions, they have been included within governmental activities in the government-wide financial statements. Page 36 Item 4. 6 Notes to the financial statements – The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. Other required information – In addition to the basic financial statements and the accompanying notes, this report also presents certain required supplementary information concerning the Town’s progress in funding pension benefits to its employees. The combining statements referred to earlier in connection to the non-major governmental funds are considered “other information” and are not a required part of the basic financial statements. They are presented immediately following the required supplementary information on pensions. GOVERNMENT-WIDE FINANCIAL ANALYSIS As noted earlier, net position may serve over time as a useful indicator of a government’s financial position. In the case of the Town, assets and deferred outflows exceeded liabilities and deferred inflows by $579,908 at the close of the most recent fiscal year. A portion of the Town’s net position (91%) reflects its investment in capital assets (e.g., land, buildings, machinery, and equipment), less any related debt used to acquire those assets that are still outstanding. The Town of Prosper uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the Town’s investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. An additional portion of the Town’s net position (1%) represents resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net position (8%) may be used to meet the Town’s ongoing obligations to citizens and creditors. At the end of the current fiscal year, the Town is able to report position balances in all categories of net position, both for the Town as a whole, as well as for its separate governmental and business-type activities. 2023 2022 2023 2022 2023 2022 Current and other assets 27,102$ 38,608$ 20,633$ 16,324$ 47,735$ 54,932$ Restricted assets 119,365 95,626 43,126 21,136 162,491 116,762 Capital assets 429,015 353,156 217,833 196,972 646,848 550,128 Total assets 575,482 487,390 281,592 234,432 857,074 721,822 Deferred outflows of resources 6,720 4,053 888 580 7,608 4,633 Total outflows of resources 6,720 4,053 888 580 7,608 4,633 Long-term liabilities 191,952 160,621 47,698 29,217 239,650 189,838 Other liabilities 36,872 28,557 8,005 5,252 44,877 33,809 Total liabilities 228,824 189,178 55,703 34,469 284,527 223,647 Deferred inflows of resources 19 1,714 226 639 245 2,353 Total inflows of resources 19 1,714 226 639 245 2,353 Net position: Net investment in capital assets 327,743 268,677 199,462 179,568 527,205 448,245 Restricted 6,408 3,746 1,925 - 8,333 3,746 Unrestricted 19,207 28,128 25,163 20,336 44,370 48,464 Total net position 353,358$ 300,551$ 226,550$ 199,904$ 579,908$ 500,455$ Government-Wide Town of Prosper's Net Position Activities Activities Total Governmental Business-Type Page 37 Item 4. 7 2023 2022 2023 2022 2023 2022 Revenues: Program revenues: Charges for services 17,420$ 18,937$ 35,014$ 32,492$ 52,434$ 51,429$ Operating grants & contributions 1,812 522 3,988 2 5,800 524 Capital grants & contributions 40,189 46,893 23,765 26,838 63,954 73,731 General revenues: Property taxes 38,596 30,713 - - 38,596 30,713 Other taxes 20,445 18,749 - - 20,445 18,749 Investment income 4,622 (100) 1,920 (138) 6,542 (238) Other income 186 513 417 290 603 803 Total revenues 123,270 116,227 65,104 59,484 188,374 175,711 Expenses: Administration 13,351 13,552 - - 13,351 13,552 Police 10,576 8,691 - - 10,576 8,691 Fire 13,303 10,485 - - 13,303 10,485 Development Services 3,219 3,543 - - 3,219 3,543 Public Works 17,173 18,904 - - 17,173 18,904 Community Services 7,516 6,733 - - 7,516 6,733 Engineering 2,895 2,058 - - 2,895 2,058 Interest on long-term debt 3,664 3,198 - - 3,664 3,198 Utility - - 37,222 30,988 37,222 30,988 Total expenses 71,697 67,164 37,222 30,988 108,919 98,152 Revenues in Excess of Expenses 51,573 49,063 27,882 28,496 79,455 77,559 Transfers 1,235 569 (1,235) (569) - - Change in net position 52,807 49,632 26,646 27,927 79,453 77,559 Net position - beginning of year 300,551 251,245 199,904 171,977 500,455 423,222 Prior period adjustment - (326) - - - (326) Net position - end of year 353,358$ 300,551$ 226,550$ 199,904$ 579,908$ 500,455$ Government-Wide Town of Prosper's Changes in Net Position Activities Activities Total Business-TypeGovernmental The following key elements influenced the changes in net position from the prior year: Revenues for FY 2023 increased by $17,164, or 17% in comparison to the prior year. The increase is primarily due to increases in sales taxes, property taxes, charges for services reflecting population growth, increases in property values and continued expansion of the Town’s retail sector. Property taxes and sales taxes increased $9,579 from prior year due to increased assessed value and growth in the Town. These increases were partially offset by reductions in grants (developer contributions) and contributions representing a modest slowdown in subdivision completions and final acceptance. Water and sewer charges for services increased $2,522 over the prior year due to both commercial and residential growth within the Town. Excluding solid waste, rates were unchanged. Governmental Activities Expense by Type Governmental Activities Page 38 Item 4. 8 Governmental activities increased the Town’s net position by $52,807. The following factors contributed to this change: •Property and sales taxes increased by $9,579 (19%) primarily due to a substantial increase in assessed valuation spread fairly evenly between new construction and existing values. The Town’s retail sector continues to expand and benefit from population growth both within the Town and neighboring communities. •Capital grants and contributions decreased by $6,704 (14%) primarily due to a reduction of developer contributions of infrastructure during the year. This number can be volatile as individual contributions can be large and recognition of the contribution is dependent on Engineering’s final acceptance of the infrastructure which also represents when the Town becomes responsible for maintaining the assets into perpetuity. •Total governmental activity expenses increased by $4,533 (7%) during the year primarily due to the overall growth that the Town has experienced including 30.5 additional positions (10.7%) added during the year. The largest functional areas affected by this growth were Police ($1,886), Fire ($2,819) with smaller increases in other departments offset by a decrease in Public Works ($-1,732) which tends to be more volatile due to special projects and developer payments. Business-Type Activities Business-type activities increased the Town’s net position by $26,646. The following factors contributed to this change: •Operating revenue increased by $2,522 (8%) from the previous year due to an increase in water and sewer charges for service and increases in usage. •Operating expenses increased by $6,234 (20%) from the previous year due to an increase in contractual services mainly due to increases in usage and higher rates from the Town’s regional suppliers. •Capital Grants and Contributions were $23,765 and Operating Grants were $3,988. •As a Water/Wastewater distribution and collection utility, the Town relies on its regional suppliers for potable water and to treat all wastewater. Its ultimate goal is to breakeven overtime including all depreciation and all ongoing maintenance while maintaining financial policy reserves and exceeding debt coverage ratios. As a result, when fund balances begin to greatly exceed policy requirements, it is the Town’s practice to not raise or raise at a reduced amount rates even if that results in a small projected deficit for the year. FINANCIAL ANALYSIS OF THE TOWN’S FUNDS As noted earlier, the Town uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Fund Balance by Type Governmental Funds Page 39 Item 4. 9 Governmental funds – The focus of the Town’s governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the Town’s financing requirements. In particular, unassigned fund balance may serve as a useful measure of a government’s net resources available at the end of the fiscal year. At the end of the current fiscal year, the Town’s governmental funds reported combined ending fund balances of $113,400, an increase of $4,702 from the prior year. Most of the increase is due to continued growth and the Town’s 2023 debt issuance in the amount of $35 million. Of the current combined ending fund balance, $144 is nonspendable due to prepaids and inventory, $98,710 is restricted for debt service, capital projects, police, fire, grants, parks, courts, and other, $8,903 is committed for contingency in accordance with the Town charter, $2,955 was assigned for next year’s budget, and $2,688 is unassigned. The General Fund is the chief operating fund of the Town. At the end of the current fiscal year, unassigned fund balance of the General Fund was $2,688. Total unassigned fund balance represents 6% of total General Fund expenditures. The decrease in fund balance of $4,236 is primarily due to transfers out of $9,607 for capital outlay related to both the vehicles and equipment needed for the new positions added and to fund the capital dedicated levy, a pay as you go program used to reduce reliance on debt issuance. The Impact Fee Fund has a total fund balance of $7,303; which is restricted for capital projects. The balances in this fund will increase and decrease as the payments by developers and homebuilders will often be received years before the intended projects are bid and awarded or the developer is reimbursed for assets constructed. The Debt Service Fund has a total fund balance of $1,303; all of which is restricted for payment of debt service. The increase in fund balance of $619 is primarily due to an increase in property tax collections throughout the year. State law now requires the Town to include these excess collections in its budget calculation for needed debt service in the upcoming year. The Capital Projects Fund has a total fund balance of $83,521; all of which is restricted for construction. The increase in fund balance of $5,911 is due to the Town’s 2023 debt issuance and the Town’s goal to accelerate construction of infrastructure. Proprietary funds – The Town’s proprietary funds provide the same type of information found in the government-wide financial statements, but in more detail. The Water and Sewer Fund Unrestricted Net Position at the end of the year was $24,819. The increase in net position was $20,787 to $170,355. The majority of the increase was a result of developer contributions, impact fee revenue and an inter- governmental grant. The Solid Waste fund is new this year and had been previously reported within the Water and Sewer Fund. This change was made to provide greater transparency and to create a rate structure for solid waste services that was totally self-supporting. The deficit for the current year reflects the structure of the current solid waste outsourcing contract that will expire January 31, 2024. Effective February 1, 2024, solid waste charges to residential customers will include additional administrative fees to cover general and administrative expenses of the fund and to pay for the purchase of Town owned residential trash and recycling carts. The Stormwater Drainage Utility Fund Net Position increased by $5,853 to $56,189. This increase is from developer contributions offset by an operating loss due to depreciation. GENERAL FUND BUDGETARY HIGHLIGHTS Original budget compared to final budget – During the year amendments to increase original revenue resulted from unanticipated grants. License and Permit revenue was increased due to expected strong building activity. Other budget amendments include increased budgeted expenditures in the Administration, Police, Fire, and Development Services functions. Expenditures increased for the mid-year hiring of personnel and capital projects which were delayed during the previous fiscal year due to the Coronavirus pandemic. Final budget compared to actual results – Traditionally, the Town budgeted on a GAAP basis by reappropriating encumbered but unspent amounts at year end into the next year’s budget. This practice was stopped in 2023 as it blurred the lines between annual budgets and created the appearance of deficit budgets. Therefore, a reconciliation column has been added to the Budget and Actual Statement to restate GAAP actual to the new Budget Basis. During the year, revenues were $721 more than estimated and expenditures were $1,801 less than budgeted. The majority of the excess revenues arose from license and permit, sales taxes, and charges for services. The majority of expenditure savings was in Police, Fire, Development Services, and Public Works. In Police and Fire there was additional sales tax revenue collected in the two Special Purpose Districts and as these funds are dedicated to public safety salaries, at the end of the year General Fund salaries were reallocated to these funds in order to reduce fund balance to policy targets. Development Services and Public Works had salary savings for vacant positions. Page 40 Item 4. 10 CAPITAL ASSETS AND DEBT ADMINISTRATION Capital assets – The Town’s investment in capital assets for its governmental and business-type activities as of September 30, 2023 is $646,847 (net of accumulated depreciation). This investment in capital assets includes land, buildings and infrastructure, and equipment. Major capital asset events during the current fiscal year included the following: •Capital asset acquisitions in governmental activities totaled $62,374,423. The majority of this activity was funded from bond proceeds and was for streets, parks, and related infrastructure. •Capital asset additions in business-type activities totaled $27,650,909. The majority of this activity was funded from bond proceeds and was for new water and sewer projects. 2023 2022 2023 2022 2023 2022 Government-wide capital assets: Non-depreciable assets 130,045$ 104,527$ 13,436$ 8,321$ 143,480$ 112,848$ Depreciable assets 376,055 318,341 246,143 223,669 622,198 542,010 Right to use assets 5,590 454 320 - 5,910 454 Total capital assets 511,690 423,322 259,899 231,990 771,589 655,312 Less: accumulated depreciation (82,676) (70,166) (42,066) (35,019) (124,742) (105,185) Government-wide capital assets, net 429,014$ 353,156$ 217,833$ 196,971$ 646,847$ 550,127$ Activities Activities Total Governmental Business-Type Additional information on the Town’s capital assets can be found in the capital asset (Note VI) of the notes to the financial statements. Long-term liabilities – At the end of the current fiscal year, the Town had long-term liabilities outstanding of $253,008. The Town’s debt is backed by the full faith and credit of the Town. The Town’s bond ratings are AA+ as assigned by Standard & Poor’s and Aa1 as assigned by Moody’s. Total long-term liabilities consisted of the following: 2023 2022 2023 2022 2023 2022 Government-wide long-term liabilities: Certificates of obligation and general obligation bonds 178,911$ 150,745$ 47,494$ 29,296$ 226,405$ 180,041$ Bonds premium on issuance 12,018 12,790 2,179 1,754 14,197 14,544 Compensated absences payable 2,815 2,389 297 289 3,112 2,678 Lease payable 324 387 - - 324 - SBITA payable 824 - - - 824 - Net pension liability 7,240 2,200 906 277 8,146 2,477 Total government-wide long-term liabilities 202,132$ 168,511$ 50,876$ 31,616$ 253,008$ 200,127$ Activities Activities Total Governmental Business-Type Additional information on the Town’s long-term liabilities can be found in the long-term liabilities (Note VIII) in the notes to the financial statements. NEXT YEAR’S BUDGET The Town continues to thrive, with residential and commercial development occurring at high levels. The resulting increase in property values reflects the commitment of the Council and the efforts of the Prosper Economic Development Corporation (PEDC) to attract quality development. The FY 2024 Adopted Budget addresses the need for increased service levels due to growth while also placing a major emphasis on capital needs. A capital dedicated portion of the Maintenance & Operations levy created in the FY 2023 budget was continued at 10.2 cents of the total 51 cent levy. This capital dedicated allows the Town to quickly address capital needs while also managing the Town’s overall debt levels. Page 41 Item 4. 11 Revenue Projection Highlights Highlights of the Fiscal Year 2024 budget: • A total of 31.75 positions were added including eleven police officers to facilitate a new patrol philosophy. • Property values increased by $1.7 billion from total taxable of $6.6 billion to 8.3 billion a 26% increase. This increase included $889 million of new construction. • New general capital projects budgeted for the year were $71,170. • New water and sewer capital projects totaled $72,114. REQUESTS FOR INFORMATION This financial report is designed to provide a general overview of the Town’s finances for all those with an interest in the Town’s finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the Office of the Town Manager, P.O. Box 307, Prosper, Texas 75078 or contact us at prospertx.gov. Page 42 Item 4. BASIC FINANCIAL STATEMENTS Page 43 Item 4. Component Unit Governmental Business-Type Prosper Activities Activities Total EDC ASSETS Cash and cash equivalents 16,994,628$ 7,619,706$ 24,614,334$ 15,593,990$ Investments 4,434,646 1,974,299 6,408,945 - Taxes receivable, net 4,052,183 - 4,052,183 911,593 Receivables, net 1,191,690 9,876,140 11,067,830 - Accrued interest 272,866 142,411 415,277 - Inventory 110,968 1,020,475 1,131,443 - Prepaids 44,819 - 44,819 5,500 Restricted assets: Restricted cash 71,731,110 30,821,022 102,552,132 - Restricted investments 47,633,570 12,305,443 59,939,013 - Capital assets not being depreciated/amortized: Land 84,464,478 1,918,521 86,382,999 4,200,978 Construction in progress 45,580,317 11,517,123 57,097,440 - Capital assets net of accumulated depreciation/amortization: Buildings and improvements 73,649,698 78,671 73,728,369 - Equipment 13,394,871 1,011,180 14,406,051 - Right to use - vehicles and equipment 2,464,847 238,535 2,703,382 - Right to use - SBITA 1,139,884 - 1,139,884 - Intangible assets - 13,543,447 13,543,447 - Infrastructure 208,320,440 189,525,043 397,845,483 - Total Assets 575,481,015 281,592,016 857,073,031 20,712,061 DEFERRED OUTFLOWS OF RESOURCES Deferred charge on refunding 468,719 105,686 574,405 - Pension related 6,251,718 781,909 7,033,627 87,590 Total Deferred Outflows of Resources 6,720,437 887,595 7,608,032 87,590 TOWN OF PROSPER, TEXAS STATEMENT OF NET POSITION SEPTEMBER 30, 2023 Primary Government The accompanying notes are an integral part of these financial statements.12 Page 44 Item 4. Component Unit Governmental Business-Type Prosper Activities Activities Total EDC LIABILITIES Accounts payable 10,996,788 4,042,760 15,039,548 38,945 Accrued expenses 1,346,812 - 1,346,812 - Retainage payable 1,387,163 457,800 1,844,963 - Accrued interest payable 716,834 202,971 919,805 - Unearned revenue 6,102,367 - 6,102,367 - Customer deposits and escrow payable 6,142,826 123,000 6,265,826 - Noncurrent liabilities: Due within one year Long-term debt 10,179,760 3,178,554 13,358,314 11,100 Due in more than one year Long-term debt 184,711,655 46,792,133 231,503,788 33,301 Net pension liability 7,240,492 905,575 8,146,067 101,444 Total Liabilities 228,824,697 55,702,793 284,527,490 184,790 DEFERRED INFLOWS OF RESOURCES Lease related 12,938 225,545 238,483 - Pension related 6,078 760 6,838 85 Total Deferred Inflows of Resources 19,016 226,305 245,321 85 NET POSITION Net investment in capital assets 327,743,357 199,461,540 527,204,897 4,200,978 Restricted for: Debt service 841,617 - 841,617 - Courts 72,309 - 72,309 - Fire 492,077 - 492,077 - Police 572,093 - 572,093 - Grants 250,819 - 250,819 - Parks 2,334,125 - 2,334,125 - Impact fees - 1,925,036 1,925,036 - Other 1,845,235 - 1,845,235 - Economic development - - - 16,413,798 Unrestricted 19,206,107 25,163,937 44,370,044 - Total Net Position 353,357,739$ 226,550,513$ 579,908,252$ 20,614,776$ Primary Government TOWN OF PROSPER, TEXAS STATEMENT OF NET POSITION SEPTEMBER 30, 2023 The accompanying notes are an integral part of these financial statements.13 Page 45 Item 4. Operating Capital Charges for Grants and Grants and Functions/Programs Expenses Services Contributions Contributions Primary government: Governmental activities: Administration 13,351,155$ 2,899,331$ 1,648,378$ -$ Police 10,576,268 80,045 98,238 - Fire & EMS 13,303,441 1,354,168 33,686 - Development Services 3,219,447 4,725,034 - - Public Works 17,172,548 7,667,474 - 39,240,412 Community Services 7,516,422 690,523 31,860 948,979 Engineering 2,895,394 3,750 - - Interest and fiscal charges 3,664,161 - - - Total governmental activities 71,698,836 17,420,325 1,812,162 40,189,391 Business-type activities: Water and sewer 32,395,464 31,658,573 3,988,204 16,157,776 Solid waste 2,535,247 2,488,353 - - Storm drainage 2,291,304 867,386 - 7,606,905 Total business-type activities 37,222,015 35,014,312 3,988,204 23,764,681 Total Primary Government 108,920,851 52,434,637 5,800,366 63,954,072 Component unit: Prosper Economic Development 1,024,758$ -$ -$ -$ General Revenues: Property taxes Sales and use taxes Franchise fees Unrestricted investment earnings Miscellaneous revenue Transfers Total general revenues and transfers Change in Net Position Net Position - Beginning Net Position - Ending TOWN OF PROSPER, TEXAS Program Revenues FOR THE YEAR ENDED SEPTEMBER 30, 2023 STATEMENT OF ACTIVITIES The accompanying notes are an integral part of these financial statements.14 Page 46 Item 4. Component Unit Prosper Governmental Business-Type Economic Activities Activities Total Development (8,803,446)$ -$ (8,803,446)$ -$ (10,397,985) - (10,397,985) - (11,915,587) - (11,915,587) - 1,505,587 - 1,505,587 - 29,735,338 - 29,735,338 - (5,845,060) - (5,845,060) - (2,891,644) - (2,891,644) - (3,664,161) - (3,664,161) - (12,276,958) - (12,276,958) - - 19,409,089 19,409,089 - - (46,894) (46,894) - - 6,182,987 6,182,987 - - 25,545,182 25,545,182 - (12,276,958) 25,545,182 13,268,224 - - - - (1,024,758) 38,596,149 - 38,596,149 - 17,513,294 - 17,513,294 4,771,035 2,931,315 - 2,931,315 - 4,622,005 1,919,685 6,541,690 597,798 185,729 416,812 602,541 2,028 1,235,335 (1,235,335) - - 65,083,827 1,101,162 66,184,989 5,370,861 52,806,869 26,646,344 79,453,213 4,346,103 300,550,870 199,904,169 500,455,039 16,268,673 353,357,739$ 226,550,513$ 579,908,252$ 20,614,776$ Primary Government Net (Expense) Revenue and Changes in Net Position 15 Page 47 Item 4. Impact Debt General Fees Service ASSETS Cash and cash equivalents 12,032,890$ 6,748,581$ 1,032,218$ Investments 3,147,638 1,762,173 270,746 Taxes receivable (net)2,495,204 - 254,042 Accounts receivable (net)1,142,183 - - Accrued interest 70,928 39,697 6,099 Due from other funds - - - Inventory 110,968 - - Prepaid items 33,202 - - Total assets 19,033,013 8,550,451 1,563,105 LIABILITIES Accounts payable 2,186,846 1,247,487 4,654 Accrued expenses 1,145,148 - - Unearned revenue - - - Retainage payable - - - Escrow payable - - - Due to other funds 31,451 - - Total liabilities 3,363,445 1,247,487 4,654 DEFERRED INFLOWS OF RESOURCES Lease related 12,938 - - Unavailable revenue: Property taxes 537,266 - 255,931 Fines and fees 27,647 - - EMS 402,108 - - Total deferred inflows of resources 979,959 - 255,931 FUND BALANCES Nonspendable for: Inventory 110,968 - - Prepaid items 33,202 - - Restricted for: Debt service - - 1,302,520 Capital projects - 7,302,964 - Courts - - - Police - - - Fire - - - Grants - - - Parks - - - Other - - - Committed for: Contingency reserve 8,902,838 - - Assigned for: Next year's budget: appropriation of fund balance 2,954,844 - - Unassigned 2,687,757 - - Total fund balances 14,689,609 7,302,964 1,302,520 Total liabilities, deferred inflows of resources, and fund balances 19,033,013$ 8,550,451$ 1,563,105$ SEPTEMBER 30, 2023 BALANCE SHEET - GOVERNMENTAL FUNDS TOWN OF PROSPER, TEXAS The accompanying notes are an integral part of these financial statements.16 Page 48 Item 4. Total Capital Nonmajor Governmental Projects Escrow ARPA Governmental Funds 49,865,077$ 4,847,278$ 5,011,193$ 4,226,763$ 83,764,000$ 41,858,780 1,295,548 1,341,993 1,104,330 50,781,208 - - - 1,302,937 4,052,183 - - - 14,343 1,156,526 102,271 - - 24,878 243,873 31,451 - - - 31,451 - - - - 110,968 - - - - 33,202 91,857,579 6,142,826 6,353,186 6,673,251 140,173,411 6,991,886 - - 96,276 10,527,149 - - - 201,664 1,346,812 - - 6,102,367 - 6,102,367 1,344,786 - - 42,377 1,387,163 - 6,142,826 - - 6,142,826 - - - - 31,451 8,336,672 6,142,826 6,102,367 340,317 25,537,768 - - - - 12,938 - - - - 793,197 - - - - 27,647 - - - - 402,108 - - - - 1,235,890 - - - - 110,968 - - - - 33,202 - - - - 1,302,520 83,520,907 - - 1,017,095 91,840,966 - - - 72,309 72,309 - - - 572,093 572,093 - - - 492,077 492,077 - - 250,819 - 250,819 - - - 2,334,125 2,334,125 - - - 1,845,235 1,845,235 - - - - 8,902,838 - - - - 2,954,844 - - - - 2,687,757 83,520,907 - 250,819 6,332,934 113,399,753 91,857,579$ 6,142,826$ 6,353,186$ 6,673,251$ 140,173,411$ 17 Page 49 Item 4. This Page Intentionally Left Blank Page 50 Item 4. Total Fund Balances - Governmental Funds 113,399,753$ Amounts reported for governmental activities in the statement of net position are different because: Capital assets used in governmental activities are not current financial resources and therefore are not reported in the governmental funds balance sheet.425,783,210 Bonds payable,leases payable and accrued compensated absences will not be liquidated with current financial resources and therefore have not been included in the fund financial statements.(182,873,062) Interest payable on long-term debt is accrued in the government-wide financial statements, whereas in the fund financial statements, interest expenditures are reported when due.(716,834) Premiums on bond issuances and deferred losses on bond refunding are recorded as other financing sources and uses when paid in the fund financial statements but are capitalized and amortized in the government-wide financial statements over the life of the bonds. Premiums (12,018,353) Deferred loss 468,719 Receivables from property taxes and fines and fees are not available soon enough to pay for the current period's expenditures and are,therefore,deferred in the fund financial statements.1,222,952 Included in the items related to debt is the recognition of the Town's proportionate share of the net pension liability and related deferred outflows and inflows of resources.The net effect is to decrease net position. Net pension liability (7,240,492) Deferred outflows related to pensions 6,251,718 Deferred inflows related to pensions (6,078) The Town uses internal service funds to charge the costs of the medical program and the vehicle and equipment replacement program to appropriate departments in other funds.The assets and liabilities of the internal service fund are included in the governmental activities in the statement of net position. The net effect is to increase net position.9,086,206 Net Position of Governmental Activities 353,357,739$ SEPTEMBER 30, 2023 TO THE STATEMENT OF NET POSITION TOWN OF PROSPER, TEXAS RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS The accompanying notes are an integral part of these financial statements.18 Page 51 Item 4. Impact Debt General Fees Service REVENUES Taxes: Property 23,634,916$ -$ 13,317,801$ Sales 10,335,691 - - Franchise fees 2,931,315 - - Licenses and permits 6,435,235 - - Charges for services 1,360,939 - - Impact fees - 7,205,241 - Escrow income - - - Intergovernmental 241,170 - - Investment income 1,062,144 365,037 144,293 Fines, fees, warrants, and seizures 397,326 - - Park fees 694,570 - - Contributions - - - Miscellaneous 162,554 - - Total Revenues 47,255,860 7,570,278 13,462,094 EXPENDITURES Current: Administration 9,782,899 - - Police 7,666,657 - - Fire 9,939,170 - - Development Services 3,236,771 - - Public Works 4,343,751 5,070,776 - Community Services 6,107,385 - - Engineering 2,821,267 - - Capital outlay - - - Debt service: Principal 613,073 - 7,229,006 Interest and fiscal charges 3,219 - 5,594,880 Bond issue costs and fees - - 41,753 Total Expenditures 44,514,192 5,070,776 12,865,639 Excess (Deficiency) of Revenues Over (Under) Expenditures 2,741,668 2,499,502 596,455 OTHER FINANCING SOURCES (USES) Issuance of debt - - - Premium on issuance of bonds - - - Refunding bonds issued - - 2,095,000 Premium on refunding bonds issued - - 174,593 Payments to bond escrow agent - - (2,246,885) Issuance of SBITA 1,373,301 - - Insurance proceeds 20,759 - - Transfers in 1,235,335 - - Transfers out (9,607,373) (1,691,025) - Total Other Financing Sources (Uses)(6,977,978) (1,691,025) 22,708 NET CHANGE IN FUND BALANCE (4,236,310) 808,477 619,163 FUND BALANCES - BEGINNING 18,925,919 6,494,487 683,357 FUND BALANCES - ENDING 14,689,609$ 7,302,964$ 1,302,520$ FOR THE YEAR ENDED SEPTEMBER 30, 2023 AND CHANGES IN FUND BALANCES - GOVERNMENTAL FUNDS STATEMENT OF REVENUES, EXPENDITURES, TOWN OF PROSPER, TEXAS The accompanying notes are an integral part of these financial statements.19 Page 52 Item 4. Capital Nonmajor Governmental Projects Escrow ARPA Governmental Funds -$ -$ -$ 1,023,152$ 37,975,869$ - - - 7,177,603 17,513,294 - - - - 2,931,315 - - - - 6,435,235 - - - - 1,360,939 - - - 457,733 7,662,974 - 845,117 - - 845,117 - - - 200,550 441,720 2,352,134 - 224,206 221,468 4,369,282 - - - 33,589 430,915 - - - - 694,570 - - - 2,360,403 2,360,403 - - - 2,416 164,970 2,352,134 845,117 224,206 11,476,914 83,186,603 - - - 3,723,511 13,506,410 - - - 2,777,410 10,444,067 - - - 2,753,480 12,692,650 - - - - 3,236,771 - - - - 9,414,527 - - - 847,546 6,954,931 - - - - 2,821,267 45,547,937 - - - 45,547,937 - - - - - 7,842,079 - - - - 5,598,099 335,246 - - - 376,999 45,883,183 - - 10,101,947 118,435,737 (43,531,049) 845,117 224,206 1,374,967 (35,249,134) 35,535,000 - - - 35,535,000 1,763,739 - - - 1,763,739 - - - - 2,095,000 - - - - 174,593 - - - - (2,246,885) - - - - 1,373,301 - - - - 20,759 12,143,515 - - - 13,378,850 - (845,117) - - (12,143,515) 49,442,254 (845,117) - - 39,950,842 5,911,205 - 224,206 1,374,967 4,701,708 77,609,702 - 26,613 4,957,967 108,698,045 83,520,907$ -$ 250,819$ 6,332,934$ 113,399,753$ 20 Page 53 Item 4. This Page Intentionally Left Blank Page 54 Item 4. Net Changes in Fund Balances - Governmental Funds 4,701,708$ Governmental funds report capital outlays as expenditures.However,in the statement of activities that cost of those assets is allocated over their estimated useful lives and reported as depreciation expense.The net effect of miscellaneous transactions involving capital assets (i.e., sales, trade-ins, or donations) to net position. Capital outlay 48,726,596 Depreciation and amortization expense (11,820,930) Governmental funds do not recognize assets contributed by others.However,in the statement of activities,the fair market value of those assets are recognized as revenue then allocated over their estimated useful lives and reported as depreciation expense.39,240,412 The issuance of long-term debt (e.g.bonds)provides current financial resources to governmental funds,while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds.Neither transaction,however,has any effect on net position.Also,governmental funds report the effect of premiums,discounts, and similar items when debt is first issued,whereas the amounts are deferred and amortized in the Statement of Activities. Issuance of bonds (37,630,000) Premium on bond issuance (1,938,332) Issuance of refunding bonds 2,235,000 Issuance of SBITA (1,373,301) Repayment of principal of long-term debt 7,842,079 Amortization of: Premium on bond issuance 2,710,265 Loss on refunding (227,673) Current year changes in certain long-term liabilities do not require the use of current financial resources and, therefore, are not reported as expenditures in governmental funds. Compensated absences (426,294) Net pension liability (475,992) Interest payable on long-term debt is accrued in the government-wide financial statements, whereas in the fund financial statements,interest expenditures are reported when due.The increase in interest accrual decreases net position.(159,770) The Town uses an internal service fund to charge the costs of the medical program and the vehicle and equipment replacement program to the appropriate departments in other funds. The change in net position of the internal service fund is reported with governmental activities.833,228 Revenues in the Statement of Activities that do not provide current financial resources are not reported as revenues in the funds.569,873 Change in Net Position of Governmental Activities 52,806,869$ Amounts reported for governmental activities in the statement of activities are different because: TO THE STATEMENT OF ACTIVITIES AND CHANGES IN FUND BALANCES - GOVERNMENTAL FUNDS RECONCILIATION OF REVENUES, EXPENDITURES, TOWN OF PROSPER, TEXAS FOR THE YEAR ENDED SEPTEMBER 30, 2023 The accompanying notes are an integral part of these financial statements.21 Page 55 Item 4. Actual Original Final Amounts Budget Budget GAAP Basis REVENUES Property 23,519,547$ 23,519,547$ 23,634,916$ Sales 10,220,208 10,220,208 10,335,691 Franchise 2,404,527 2,404,527 2,931,315 Licenses and permits 6,325,530 6,325,530 6,435,235 Charges for services 1,240,962 1,240,961 1,360,939 Intergovernmental 1,525,000 1,525,000 241,170 Investment income 150,000 150,000 1,062,144 Fines, fees, warrants and seizures 250,425 250,425 397,326 Park fees 509,300 509,300 694,570 Miscellaneous 124,475 204,475 162,554 Total revenues 46,269,974 46,349,973 47,255,860 EXPENDITURES Current: Administration 9,341,007 10,070,908 9,782,899 Police 6,635,120 7,746,233 7,666,657 Fire 9,990,721 10,025,804 9,939,170 Development Services 4,173,570 4,468,057 3,236,771 Public Works 4,136,738 3,962,414 4,343,751 Community Services 7,174,446 7,287,646 6,107,385 Engineering 2,601,325 2,903,192 2,821,267 Debt service: Principal - - 613,073 Interest and fiscal charges - - 3,219 Total expenditures 44,052,927 46,464,254 44,514,192 Excess (deficiency) of revenues over (under) expenditures 2,217,047 (114,281) 2,741,668 OTHER FINANCING SOURCES (USES) Issuance of SBITA - - 1,373,301 Insurance proceeds - - 20,759 Transfers in 1,235,335 1,235,335 1,235,335 Transfers out (7,780,485) (9,607,373) (9,607,373) Total other financing sources (uses)(6,545,150) (8,372,038) (6,977,978) CHANGE IN FUND BALANCE (4,328,103) (8,486,319) (4,236,310) FUND BALANCE - BEGINNING 18,925,919 18,925,919 18,925,919 FUND BALANCE - ENDING 14,597,816$ 10,439,600$ 14,689,609$ TOWN OF PROSPER, TEXAS STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE GENERAL FUND BUDGET AND ACTUAL FOR THE YEAR ENDED SEPTEMBER 30, 2023 22 Page 56 Item 4. Variance With Adjustment Actual Final Budget Budget Amounts Positive Basis Budget Basis (Negative) -$ 23,634,916$ 115,369$ -10,335,691 115,483 - 2,931,315 526,788 - 6,435,235 109,705 - 1,360,939 119,978 - 241,170 (1,283,830) (184,832) 877,312 727,312 - 397,326 146,901 - 694,570 185,270 - 162,554 (41,921) (184,832) 47,071,028 721,055 133,958 9,916,857 154,051 - 7,666,657 79,576 - 9,939,170 86,634 6,450 3,243,221 1,224,836 8,715 4,352,466 (390,052) - 6,107,385 1,180,261 - 2,821,267 81,925 - 613,073 (613,073) - 3,219 (3,219) 149,123 44,663,315 1,800,939 (333,955) 2,407,713 2,521,994 - 1,373,301 1,373,301 - 20,759 20,759 - 1,235,335 - - (9,607,373) - - (6,977,978) 1,394,060 (333,955) (4,570,265) 3,916,054 -18,925,919 18,925,919 (333,955)$ 14,355,654$ 22,841,973$ 23 Page 57 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Impact fees 5,000,000$ 5,000,000$ 7,205,241$ 2,205,241$ Investment income 59,000 59,000 365,037 306,037 Total Revenues 5,059,000 5,059,000 7,570,278 2,511,278 EXPENDITURES Public Works 10,875,000 10,140,755 5,070,776 5,069,979 Total expenditures 10,875,000 10,140,755 5,070,776 5,069,979 Excess of revenues over expenditures (5,816,000) (5,081,755) 2,499,502 7,581,257 OTHER FINANCING SOURCES (USES) Transfers out - (1,820,000) (1,691,025) 128,975 Total other financing sources (uses)- (1,820,000) (1,691,025) 128,975 CHANGE IN FUND BALANCE (5,816,000) (6,901,755) 808,477 7,710,232 FUND BALANCE - BEGINNING 6,494,487 6,494,487 6,494,487 - FUND BALANCE - ENDING 678,487$ (407,268)$ 7,302,964$ 7,710,232$ FOR THE YEAR ENDED SEPTEMBER 30, 2023 IMPACT FEE FUND STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE TOWN OF PROSPER, TEXAS BUDGET AND ACTUAL The accompanying notes are an integral part of these financial statements.24 Page 58 Item 4. Governmental Activities Water and Solid Stormwater Total Internal Sewer Waste Drainage Enterprise Service Funds ASSETS Current assets: Cash and cash equivalents 7,399,585$ 27,588$ 192,533$ 7,619,706$ 4,961,738$ Investments 1,916,898 7,206 50,195 1,974,299 1,287,008 Receivables, net 9,546,827 190,982 138,331 9,876,140 35,164 Accrued interest 141,118 162 1,131 142,411 28,993 Inventory 1,020,475 - - 1,020,475 - Prepaid items - - - - 11,617 Total current assets 20,024,903 225,938 382,190 20,633,031 6,324,520 Noncurrent assets: Restricted cash and cash equivalents 30,480,492 - 340,530 30,821,022 - Restricted investments 12,305,443 - - 12,305,443 - Capital assets: Nondepreciable 12,830,666 - 604,978 13,435,644 - Depreciable, net 146,957,412 - 57,439,464 204,396,876 3,231,325 Total noncurrent assets 202,574,013 - 58,384,972 260,958,985 3,231,325 Total assets 222,598,916 225,938 58,767,162 281,592,016 9,555,845 DEFERRED OUTFLOWS OF RESOURCES Deferred charge on refunding 105,686 - - 105,686 - Deferred outflows related to pensions 747,015 - 34,894 781,909 - Total deferred outflows of resources 852,701 - 34,894 887,595 - LIABILITIES Current liabilities: Accounts payable and accrued expenses 3,814,250 219,952 8,558 4,042,760 469,639 Retainage payable 457,800 - - 457,800 - Accrued interest payable 190,057 - 12,914 202,971 - Customer deposits and escrow payable 123,000 - - 123,000 - Current portion of long-term liabilities: Compensated absences 70,173 - 4,102 74,275 - Bonds payable 2,984,279 - 120,000 3,104,279 - Total current liabilities 7,639,559 219,952 145,574 8,005,085 469,639 Noncurrent liabilities: Compensated absences 210,518 - 12,305 222,823 - Bonds payable 44,154,755 - 2,414,555 46,569,310 - Net pension liability 865,162 - 40,413 905,575 - Total noncurrent liabilities 45,230,435 - 2,467,273 47,697,708 - Total liabilities 52,869,994 219,952 2,612,847 55,702,793 469,639 DEFERRED INFLOWS OF RESOURCES Lease related 225,545 - - 225,545 - Deferred inflows - pensions 726 - 34 760 - Total deferred inflows of resources 226,271 - 34 226,305 - NET POSITION Net investment in capital assets 143,611,123 - 55,850,417 199,461,540 3,231,325 Reserved for impact fees 1,925,036 - -1,925,036 - Unrestricted 24,819,193 5,986 338,758 25,163,937 5,854,881 Total net position 170,355,352$ 5,986$ 56,189,175$ 226,550,513$ 9,086,206$ Enterprise Funds SEPTEMBER 30, 2023 STATEMENT OF NET POSITION - PROPRIETARY FUNDS TOWN OF PROSPER, TEXAS The accompanying notes are an integral part of these financial statements.25 Page 59 Item 4. This Page Intentionally Left Blank Page 60 Item 4. Governmental Activities Water and Solid Stormwater Total Internal Sewer Waste Drainage Enterprise Service Funds OPERATING REVENUES Charges for services: Water and sewer charges 30,353,373$ -$ -$30,353,373$ -$ Sanitation charges 198,835 2,488,353 - 2,687,188 - Storm drainage utility fees - - 867,386 867,386 - Water and sewer connections 979,900 - - 979,900 - Service initiation 126,465 - - 126,465 - Health charges - - - - 4,417,004 Equipment replacement - - - - 1,385,257 Miscellaneous 414,716 - 2,096 416,812 187,121 Total operating revenues 32,073,289 2,488,353 869,482 35,431,124 5,989,382 OPERATING EXPENSES Personnel services 4,313,320 - 194,930 4,508,250 - Materials and supplies 1,311,930 - 16,847 1,328,777 137,814 Contractual services 5,820,777 2,485,398 - 8,306,175 222,517 Water purchases 10,477,866 - - 10,477,866 - Employee health insurance - - - - 4,358,925 Other operating costs 2,128,337 49,849 52,833 2,231,019 - Depreciation and amortization 5,085,336 - 1,962,984 7,048,320 689,621 Total operating costs 29,137,566 2,535,247 2,227,594 33,900,407 5,408,877 Operating income (loss)2,935,723 (46,894) (1,358,112) 1,530,717 580,505 NON-OPERATING REVENUES (EXPENSES) Intergovernmental 3,988,204 - - 3,988,204 - Investment income 1,881,333 2,880 35,472 1,919,685 252,723 Interest expense (876,399) - (54,659) (931,058) - Developer payments (2,052,902) - - (2,052,902) - Bond fees (328,597) - (9,051) (337,648) - Total non-operating revenues (expenses)2,611,639 2,880 (28,238) 2,586,281 252,723 Income (loss) before contributions and transfers 5,547,362 (44,014) (1,386,350) 4,116,998 833,228 CONTRIBUTIONS AND TRANSFERS Capital contributions 9,903,520 - 7,606,905 17,510,425 - Capital contributions - impact fees 6,254,256 - -6,254,256 - Transfers in 259,353 50,000 - 309,353 - Transfers out (1,177,339) - (367,349) (1,544,688) - Total contributions and transfers 15,239,790 50,000 7,239,556 22,529,346 - CHANGE IN NET POSITION 20,787,152 5,986 5,853,206 26,646,344 833,228 NET POSITION - BEGINNING 149,568,200 - 50,335,969 199,904,169 8,252,978 NET POSITION - END OF YEAR 170,355,352$ 5,986$ 56,189,175$ 226,550,513$ 9,086,206$ Enterprise Funds FOR THE YEAR ENDED SEPTEMBER 30, 2023 IN FUND NET POSITION - PROPRIETARY FUNDS STATEMENT OF REVENUES, EXPENSES AND CHANGES TOWN OF PROSPER, TEXAS The accompanying notes are an integral part of these financial statements.26 Page 61 Item 4. Water and Solid Stormwater Sewer Waste Drainage CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers and users 26,511,580$ 2,297,371$ 853,141$ Cash payments to suppliers for goods and services (18,507,863) (2,315,295) (160,354) Cash payments for health expense - - - Cash payments to employees for services (4,202,920) - (183,426) Net cash provided by (used for) operating activities 3,800,797 (17,924) 509,361 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Cash received from other governments 3,988,204 - - Transfers to other funds (1,177,339) - (367,349) Transfers from other funds 259,353 50,000 - Net cash provided by (used for) noncapital financing activities 3,070,218 50,000 (367,349) CASH FLOWS FROM CAPITAL & RELATED FINANCING ACTIVITIES Proceeds from issuance of long-term debt 23,435,000 - 660,000 Principal paid on bonds (2,715,995) - (120,000) Acquisition and construction of capital assets (9,765,565) - (220,184) Proceeds from sale of capital assets - - - Interest paid on bonds (3,775,556) - (75,882) Developer payments (2,052,902) - - Impact fees received 6,254,256 - - Net cash provided by (used for) capital and related financing activities 11,379,238 - 243,934 CASH FLOWS FROM INVESTING ACTIVITIES Investment sales (purchases)(718,450) (10,086) (18,695) Interest on deposits and investments 3,664,571 5,598 70,587 Net cash provided by (used for) investing activities 2,946,121 (4,488) 51,892 Net increase in cash and cash equivalents 21,196,374 27,588 437,838 Cash and cash equivalents at beginning of year 16,683,703 - 95,225 Cash and cash equivalents at end of year 37,880,077 27,588 533,063 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES Operating income (loss)2,935,723 (46,894) (1,358,112) Adjustments to reconcile operating income (loss) to net cash provided by (used by) operating activities: Depreciation and amortization 5,085,336 - 1,962,984 Decrease (increase) in accounts receivable (5,359,195) (190,982) (16,341) Decrease (increase) in inventory (145,513) - - Decrease (increase) in prepaid - - - Increase (decrease) in deferred outflows related to pensions (343,372) - (16,494) Increase (decrease) in accounts payable 1,376,560 219,952 (90,674) Increase (decrease) in accrued liabilities 51,147 - 3,692 Increase (decrease) in net pension liability 600,613 - 28,354 Increase (decrease) in deferred inflows (403,281) - (9,151) Increase (decrease) in compensated absences 2,779 - 5,103 Net cash provided by (used in) operating activities 3,800,797 (17,924) 509,361 SCHEDULE OF NON-CASH CAPITAL ACTIVITIES Contributions of capital assets 9,903,520$ -$ 7,606,905$ TOWN OF PROSPER, TEXAS STATEMENT OF CASH FLOWS - PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2023 Enterprise Funds The accompanying notes are an integral part of these financial statements.27 Page 62 Item 4. Governmental Activities Total Internal Enterprise Service Funds 29,662,092$ 6,024,151$ (20,983,512) (149,431) - (4,588,766) (4,386,346) - 4,292,234 1,285,954 3,988,204 - (1,544,688) - 309,353 - 2,752,869 - 24,095,000 - (2,835,995) - (9,985,749) (373,262) - - (3,851,438) - (2,052,902) - 6,254,256 - 11,623,172 (373,262) (747,231) 733,813 3,740,756 736,656 2,993,525 1,470,469 21,661,800 2,383,161 16,778,928 2,578,577 38,440,728 4,961,738 1,530,717 580,505 7,048,320 689,621 (5,566,518) 34,769 (145,513) - - (11,617) (359,866) - 1,505,838 (7,324) 54,839 - 628,967 - (412,432) - 7,882 - 4,292,234 1,285,954 17,510,425$ -$ 28 Page 63 Item 4. 29 TOWN OF PROSPER, TEXAS NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 2023 I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Town of Prosper, Texas have been prepared in conformity with generally accepted accounting principles (GAAP) as applied to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The more significant of the Town’s accounting policies are described below. A. Reporting Entity The Town is a municipal corporation governed by an elected seven-member council. As required by accounting principles generally accepted in the United States of America, these financial statements present the Town and its component unit entity for which the Town is considered to be financially accountable. Discretely Presented Component Unit The Prosper Economic Development Corporation (PEDC) serves all citizens of the Town and is governed by a board appointed by the Town’s elected council. The Town and the PEDC board work in tandem in determining desirable and eligible economic development projects; however, since the PEDC board members serve at the pleasure of the Town Council, the Town Council is ultimately responsible for economic development projects undertaken by the Town. The scope of public service of the PEDC benefits the Town and its citizens and is operated primarily with in the geographic boundaries of the Town. The PEDC is presented as a discretely presented component unit because the governing body is not identical to the governing body of the Town, the PEDC does not solely serve the Town, and the Town has the ability to impose its will on the PEDC. Complete financial statements for the PEDC may be obtained at the entity’s administration office, Prosper Economic Development Corporation, P.O. Box 1060, Prosper, Texas 75078. Blended Component Units Originally approved by the voters in 2018, the Crime Control and Fire Prevention District sales and use tax have a rate of .25% each. The purpose for creation of the special purpose districts was to finance public safety expenses in the districts, under the authority of Chapter 363 of the Texas Local Government Code. For reporting purposes, the special purpose districts are blended component units of the Town. The governing board of the blended component unit is substantively the same as the Town’s governing body. The Council approves recommendations from the Board regarding administration, management, and operation of the districts, and Town’s management has operational responsibility for the entities. The special purpose districts are reported as governmental funds and separate financial reports are available from the Town’s finance department. B. Government-wide and Fund Financial Statements The government-wide financial statements (i.e. the statement of net position and the statement of activities report information on activities of the primary government and its component units. For the most part, the effect of interfund activity has been removed from these statements. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to significant extent on user fees and charges for financing its operations. Likewise, the primary government is reported separately from a certain legally separate component unity for which the primary government is financially accountable. The Town has no fiduciary activities that require use of fiduciary fund reporting. Page 64 Item 4. 30 The statement of activities demonstrates the degree to which the direct expenses of a given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) 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 contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. Separate financial statements are provided for governmental funds and proprietary funds. Major individual governmental funds and major individual enterprise funds are reported as separate columns in the fund financial statements. C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the Town considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. Property taxes, sales taxes, franchise fees, charges for services, interest income, intergovernmental revenues and municipal court associated with the current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period. All other revenue items are considered measurable and available only when cash is received by the Town. The Town reports the following major governmental funds: The General Fund is the Town’s primary operating fund. It accounts for all financial resources of the general government, 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-term obligation debt of governmental funds. The Capital Projects Fund accounts for the acquisition of capital assets or construction of major capital projects not being financed by proprietary funds. The Escrow Fund, a special revenue fund, accounts for escrow deposits received from developers. The ARPA Fund, The American Rescue Plan Act (ARPA) was passed by Congress and signed into law on March 11, 2021. This fund is used to account for grant funds awarded and expenditures related to ARPA for a wastewater infrastructure project. Page 65 Item 4. 31 The Town reports the following major proprietary funds: The Water and Sewer Fund, an enterprise fund, is used to account for those operations that are financed and operated in a manner similar to private business or where the council has decided that the determination of revenues earned, costs incurred and/or net income is necessary for management accountability. The Town’s water and sewer fund is used to account for water, sewer and sanitation operations. The Solid Waste Fund, an enterprise fund, is used to account for the Town’s solid waste utility operations. The Stormwater Drainage Fund, an enterprise fund, is used to account for the Town’s stormwater drainage utility operations. The Town reports two internal service funds: The Internal Service Funds are used to accumulate and allocate costs internally among the Town’s various functions. The Town uses its Internal Service Funds to account for its vehicle and equipment replacement program and employee medical program as well as to facilitate distribution of support costs to the users of support services on a cost -reimbursement basis. Because these services predominately benefit the governmental rather than the business-type functions, they have been consolidated into governmental activities in the government-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 the Town’s water and sewer function and various other functions of the Town. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. Amounts reported as program revenues include 1) charges to customers or applicants for goods, services, or privileges provided, 2) operating grants and contributions, and 3) capital grants and contributions, including special assessments. Internally dedicated resources are reported as general revenues rather than as program revenues. Likewise, general revenues include all taxes. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenues of the proprietary funds are charges to customers for sales and services. The proprietary funds also recognize as operating revenue the portion of tap fees intended to recover the cost of connecting new customers to the system. Operating expenses for proprietary funds include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. D. Deposits and Investments For 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 three months of the date acquired by the Town. E. Short-Term Interfund Receivables/Payables During the course of operations, numerous transactions occur between individual funds for goods provided or services rendered. These receivables and payables are classified as “due from other funds” or “due to other funds” on the balance sheet. Short -term interfund loans are classified as “interfund receivables/payables.” F. Inventories and Prepaid Items All inventories are valued at cost using the first-in/first-out (FIFO) method. Inventories of governmental funds are recorded as expenditures when consumed rather than when purchased. Certain payments to vendors reflect costs applicable to future accounting periods and are recorde d as prepaid items in both government-wide and fund financial statements. The cost of prepaid items is recorded as expenditures/expenses when consumed rather than when purchased. Page 66 Item 4. 32 G. Restricted Assets Certain resources set aside for the repayment of bonds ar e classified as restricted assets on the balance sheet because their use is limited by applicable bond covenants. Also included in restricted assets are capital recovery fees (impact fees) that are, by law, restricted for future capital improvements; and assets set aside for construction of future debt funded capital improvements. When the Town incurs an expense for which it may use either restricted or unrestricted assets, it uses the restricted assets first. H. Deferred Outflows/Inflows of Resources In addition to assets and liabilities, the statement of net position or governmental balance sheet will sometimes report a separate section for deferred outflows of resources immediately following assets and deferred inflows immediately following liabilities. Deferred outflows of resources represents a consumption of net assets that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. Deferred inflows of resources, represents an acquisition of net assets that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. The Town has the following items that qualify for reporting in these categories: • Deferred charges or gain on refunding – A deferred charge or gain on refunding results from the difference in the carrying value of refunded debt and carrying value of the new debt. This amount is deferred and amortized over the shorter of the life of the refunded or refunding debt. • Pension contributions after measurement date – These contributions are deferred and recognized in the following fiscal year. This item is always a deferred outflow. • Difference in expected and actual economic experience for the Town’s pension – This difference is deferred and recognized over the estimated average remaining lives of all members determined as of the measurement date. This item can be either a deferred outflow (actuarial loss) or deferred inflow (actuarial gain). • Changes in actuarial assumptions – These changes are deferred and recognized over the estimated average remaining lives of all members determined as of the measurement date. • Unavailable revenue is reported only in the governmental funds balance sheet due to use of the current financial resource measurement focus. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. • Difference in projected and actual earnings on pension assets – This difference is netted with previous years’ unamortized gains and losses to produce a net deferred outflow or inflow and amortized over a closed five-year period. • Deferred inflows related to leases in which the Town is a lessor represent the amount of unrecognized lease revenue. This amount will be recognized in a systematic and rational manner over the lease term. I. Capital Assets Capital assets are tangible and intangible, which include property, plant, equipment, infrastructure assets (e.g., roads, bridges, sidewalks, and similar items), and right to use assets, are reported in the applicable governmental or business-type activities columns in the government-wide financial statements, as well as in the proprietary fund statement of net position. Capital assets are defined by the Town as assets with an initial, individual cost of more than $5,000 and an estimated useful life in excess of two years. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at acquisition value, which is the price that would be paid to acquire an asset with equivalent service potential at the acquisition date. The cost of normal maintenance and repairs that do not add to the value of the asset or materially extend assets lives are not capitalized. Major outlays for capital assets and improvements are capitalized as projects are constructed. Page 67 Item 4. 33 Property, plant, and equipment of the primary government are depreciated/amortized using the straight-line method over the following estimated useful lives: Asset Type Number of Years Buildings 20 - 30 System infrastructure 15 - 45 Street infrastructure 25 - 30 Equipment 5 - 10 Vehicles 4 - 7 J. Intangible Assets Intangible assets are reported in the business-type activities column in the government-wide financial statements as well as in the proprietary fund statement of net position. Intangible assets with an initial, individual cost of more than $5,000 and an estimate useful life in excess of two years are recorded at historical cost or estimate historical cost if purchased or constructed. Once placed into service, the intangible asset is amortized over its estimated useful life. K. Leases and Subscription-Based Information Technology Arrangements The Town is a lessee for a noncancellable lease of equipment, vehicles, and IT arrangements (SBITAs). The Town recognizes lease liability and an intangible right-to-use lease assets in the government-wide financial statements. The Town recognizes lease liabilities with an initial, individual value of $5,000 or more. At the commencement of a lease or SBITA, the Town initially measures the lease liability at the present value of payments expected to be made during the lease term. Subsequently, the lease liability is reduced by the principal portion of lease payments made. The lease asset is initially measured as the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus certain initial direct costs. Subsequently, the lease asset is amortized on a straight-line basis over its useful life. Key estimates and judgments related to leases and SBITAs include how the Town determines (1) the discount rate it uses to discount the expected lease payments to present value, (2) lease term, and (3) lease payments. • The Town uses the interest rate charged by the lessor as the discount rate. When the interest rate charged by the lessor is not provided, the Town generally uses its estimated incremental borrowing rate as the discount rate for leases. • The agreement term includes the noncancellable period of the lease or SBITA. • The agreed upon payments included in the measurement of the liability are composed fixed payments and purchase option price that the Town is reasonably certain to exercise. The Town monitors changes in circumstances that would require a remeasurement of its lease and will remeasure the lease asset and liability if certain changes occur that are expected to significantly affect the amount of the lease liability. Lease and SBITA assets are reported with other capital assets and lease liabilities are reported with long-term debt on the statement of net position. The Town is a lessor for noncancellable leases and recognizes a lease receivable and a deferred inflow of resources in the government‐wide and governmental fund financial statements. At the commencement of a lease, the Town initially measures the lease receivable at the present value of payments expected to be received during the lease term. Subsequently, the lease receivable is reduced by the principal portion of lease payments received. The deferred inflow of resources is initially measured as the initial amount of the lease receivable, adjusted for lease payments received at or before the lease commencement date. Subsequently, the deferred inflow of resources is recognized as revenue over the life of the lease term. Page 68 Item 4. 34 Key estimates and judgments include how the Town determines (1) the discount rate it uses to discount the expected lease receipts to present value, (2) lease term, and (3) lease receipts. • The Town uses its estimated incremental borrowing rate as the discount rate for leases. • The lease term includes the noncancellable period of the lease. Lease receipts included in the measurement of the lease receivable is composed of fixed payments from the lessee. The Town monitors changes in circumstances that would require a remeasurement of its lease and will remeasure the lease receivable and deferred inflows of resources if certain changes occur that are expected to significantly affect the amount of the lease receivable. L. Compensated Absences It is the Town’s policy to permit employees to accumulate earned but unused vacation and sick pay benefits. All vacation and sick pay is accrued when incurred in the government-wide and proprietary fund financial statements. A liability for these amounts is reported in governmental funds only if they have matured, for example, as a result of employee resignation and retirements. M. Pension For purposes of measuring the net pension liability, deferred outflows of resources and deferred inflows of resources related to pensions, and pension expense, information about the Fiduciary Net Position of the Texas Municipal Retirement System (TMRS) and additions to/deductions from TMRS’s Fiduciary Net Position have been determined on the same basis as they are reported by TMRS. For this purpose, plan contributions are recognized i n the period that compensation is reported for the employee, which is when contributions are legally due. Benefit payments and refunds are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. N. Health Claims Liability The Internal Service Fund – Employee Trust includes an estimate of liabilities for self-insured claims incurred but not reported and are expected to be paid within one year. The liability is estimated and included in accounts payable and accrued expenses in the statement of net position. O. Long-Term Obligations In the government-wide financial statements, and proprietary fund types in the fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type statement of net position. Bond premiums and discounts are deferred and amortized over the life of the bonds using the effective interest method. Bonds payable are reported net of the applicable 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 bond issuance costs, during the current period. The face amount of debt issued during the period is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. P. Net Position and Fund Balance In the government-wide and proprietary fund financial statements, the Town reports restrictions of net position for amounts that are not available for appropriation or are legally restricted by outside parties for use for a specific purpose. Net investment in capital assets represents the Town’s investment in the book value of capital assets, less any unspent proceeds from capital-related debt issuances. Unrestricted net position consists of net position that does not meet the definition of restricted or net investment in capital assets. In the fund financial statements, governmental funds report fund balance categorized as follows: Nonspendable fund balance includes amounts that are either (a) not in a spendable form or (b) legally or contractually required to be maintained intact. Page 69 Item 4. 35 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 of other governments, or (b) 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 by passage of a formal resolution of the Town’s highest level of decision-making authority, the Town Council. Commitments may be changed or lifted only by the Town taking the same formal action that imposed the constraint originally. In accordance with the Town Charter, an amount equal to twenty percent of total general fund exp enditures has been identified as committed for a contingency reserve. Assigned fund balance includes amounts intended to be used by the Town for specific purposes. Pursuant to Ordinance 11-66, the Town Council designated the Town Manager or his/her designee as the official authorized person to assign fund balance. In governmental funds other than the general fund, assigned fund balance represents the amount that is not restricted or committed. 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 with a corrective five -year plan to restore the fund balance back to twenty-five percent. Unassigned fund balance is the residual classification of the general fund and includes all amounts not contained in the other classifications. The general fund is the only fund that reports a positive unassigned fund balance amount. Net Position Flow Assumption Sometimes the Town will fund outlays for a particular purpose from both restricted (e.g., restricted bond or grant proceeds) and unrestricted resources. In order to calculate the amounts to report as restricted – net position and unrestricted – net position in the government-wide and proprietary fund financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. It is the Town’s policy to consider restricted – net position to have been depleted before unrestricted – net position is applied. Fund Balance Flow Assumption Sometimes the Town will fund outlays for a particular purpose from both restricted and unrestricted resources (the total of committed, assigned, and unassigned fund balance). In order to calculate the amounts to report as restricted, committed, assigned, and unassigned fund balance in the governmental fund financial statements a flow assumption must be made about the order in which the resources are considered to be applied. It is the Town’s policy to consider restricted fund balance to have been depleted before using any of the components of unrestricted fund balance. Further, when the components of unrestricted fund balance can be used for the same purpose, committed fund balance is depleted first, followed by assigned fund balance. Unassigned fund balance is applied last. Change in Accounting Principle GASB Statement No. 96, Subscription-Based Information Technology Arrangements (SBITAs), was adopted effective July 1, 2022. The statement addresses accounting and financial reporting for SBITA contracts. Statement No. 96 establishes standards for recognizing and measuring assets, liabilities, deferred outflows of resources, deferred inflows of resources, and revenues and expenses related to SBITA in the basic financial statements, in addition to requiring more extensive note disclosures. The adoption of this standard did not result in a restatement of beginning fund balance or net position, but assets and liabilities were recognized, and more extensive note disclosures were required. Page 70 Item 4. 36 Q.Revenues and Expenditures/Expenses Program Revenues Amounts reported as program revenues include 1) 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 contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. All taxes, including those dedicated for specific purposes, and other internally dedicated resources are reported as general revenues rather than program revenues. Property Taxes Property taxes are levied by October 1, due upon receipt of the tax bill and are delinquent if not paid before February 1 of the year following the year in which imposed. On January 1 of each year, a tax lien attaches to property to secure the payment of all taxes, penalties and interest ultimately imposed. The combined tax rate to finance general governmental services and interest and sinking fund requirements for the year ended September 30, 2022 was $0.51 per $100 of valuation. Property taxes are based on the appraised values provided by the Collin County or Denton County Central Appraisal District, whichever is applicable. Penalty on unpaid taxes accrues after February 1 up to the date collected by the Town at the rate of 6% for the firs t month and increased 1% per month up to a total of 12%. Interest is calculated after February 1 at the rate of 1% per month up to the date collected by the Town. Under state law, property taxes levied on real property constitute a lien on the real property which cannot be forgiven without specific approval of the State Legislature. The lien expires at the end of twenty years. Taxes levied on personal property can be deemed uncollectible by the Town. The Town’s current policy is to write -off uncollectible personal property taxes after four years. Under state law, property tax levies are divided into a debt service (DS) levy and a maintenance and operations (M&O) levy. Each category of levy has its own unique restrictions and requirements under state law. M&O tax revenue excluding the impact of new construction may only grow 3.5% per year. Total tax levy may not exceed $2.50 per hundred dollars of valuation. Sales Tax Sales and use tax is authorized under state law with 6 ¼ cents reserved fo r the state and up the 2 cents available for local government. Currently three Prosper entities collect sales tax. The Town collects 1 ½ cents which includes the 1 cent municipal levy and a ½ cent 4B economic development levy provided to Prosper EDC. In addition, two Special Purpose Districts (SPD) Prosper Crime Control and Prosper Fire Prevention and EMS District each have a ¼ cent levy for a total local levy of 2 cents. The two SPD’s were recently approved by the voters for an additional 20 years (2043). The State of Texas utilizes origin-based servicing for municipal sales tax. Under this approach sales and use tax is sourced to the taxing jurisdiction in which the selling business is located regardless of where in the state the purchaser resides or the product is shipped. Origin-based sourcing can produce large sales and use taxpayer’s in specific jurisdictions. Proprietary Funds Operating and Non-operating Revenues and Expenses Proprietary funds distinguish operating revenues and expenses from non-operating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with the proprietary fund’s principal ongoing operations. The principal operating revenues of the enterprise funds are charges to customers for sales and services. Operating expenses for the enterprise funds and internal service fund include the cost of sales and services, administrative expenses and depreciation on capital assets. All revenues not meeting this definition are reported as non-operating revenues and expenses. Page 71 Item 4. 37 R.Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires man agement to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included in the financial statements are depreciation expense which is based on the estimated useful lives of the underlying depreciable assets, allowances for doubtful accounts receivables, and net pension liability and pension expense which are based on various actuarial assumptions. S.Recent Accounting Pronouncements The Town has reviewed GASB pronouncements which become effective in future years and notes the following statements are applicable to the Town. Statement No. 99, Omnibus 2022 – The objective of this Statement is to correct practice issues identified during implementation and application of certain GASB Statements and financial reporting for financial guarantees. There are various effective dates 1.) upon issuance 2.) fiscal years beginning after June 15, 2022 and 3.) fiscal years beginning after June 15, 2023. Statement No. 100, Accounting Changes and Error Corrections-an amendment of GASB No. 62 - The objective of this Statement is to enhance accounting and financial reporting requirements for accounting changes and error corrections to provide more understandable, reliable, relevant, consistent, and comparable information for making decisions or assessing accountability. The statement is effective for fiscal years beginning after June 15, 2023. Statement No. 101, Compensated Absences - The objective of this Statement is to better meet the information needs of financial statement users by updating the recognition and measurement guidance for compensated absences. That objective is achieved by aligning the recognition and measurement guidance under a unified model and by amending certain previously required disclosures. This Statement will become effective for reporting periods beginning after December 15, 2023, and the impact has not yet been determined. Statement No. 102, Certain Risk Disclosures – While governments currently disclose certain financial risks, other risks are not required to be disclosed per current standards. The object ive of this statement is to provide clear guidance for disclosure of risks related to concentrations and constraints. The standard is effective for fiscal years beginning after June 15, 2024. II.STEWARDSHIP, COMPLIANCE, AND ACCOUNTABILITY Budgetary Control The Town's fiscal year is from October 1st to September 30th. Beginning October 1st, the approved budgets are appropriated to the various funds and departments. Amendments may be made to the budget during the fiscal year in accordance with Town Charter provisions. These amendments shall be by ordinance and shall become an attachment to the original budget. Expenditures may not exceed appropriations at the department level for the general fund without Town Council approval. The Town budgets for revenues and expenditures on a yearly basis. The final adoption of the Annual Budget takes place in September and the new fiscal year begins October 1. Final adoption of the budget by the Town Council constitutes the official appropriations as proposed by expenditures for the current year and constitute the basis of official levy of the property tax as the amount of tax to be assessed and collected for the corresponding tax year. The Town Manager submits the proposed budget to Town Council, and it is made public for review. The proposed operating budget includes proposed expenditures and the means of financing them. This culminates into Town Council public hearings in August or September. At this time, the Town Council may further revise the proposed budget as it deems necessary. The final adoption of the Annual Budget takes place in September when the budget is legally enacted through the passage of an ordinance. Page 72 Item 4. 38 The budgetary and accounting policies contained in the budget document conform to generally accepted accounting principles (GAAP) for governmental funds as established by the Governmental Accounting Standards Board (GASB), except for the effect of encumbrances and unrealized investment gains and losses, which are adjusted to the actual results for this comparison. The accounts of the Town are organized on the basis of funds and account groups, each of which is considered a separate budgetary and accounting entity. Budgets are legally adopted for Governmental funds (General Fund, Impact Fee Fund, Debt Service Fund, Court Technology Fund, Court Security Fund, Parks Dedication Fund, Parks Improvement Fund, Crime Control District Fund, Fire Prevention District Fund, TIRZ#1 Fund, TIRZ#2 Fund, Municipal Jury Fund, and Contributions Fund) and Proprietary Funds (Water and Sewer Fund, Solid Waste Fund, Stormwater Drainage Fund, and Internal Service Funds). Budgetary comparison schedules are presented as basic financial statements for the General Fund and for each major special revenue fund. The Capital Projects Fund is budgeted over the life of the respective project and not on an annual basis. Escrow and ARPA Funds do not have legally adopted budgets. Accordingly, formal budgetary integration of these funds is not employed and comparison of actual results of operations to budgetary data for such funds is not presented. A comparison of budgetary data to actual results of operations for the Debt Service Fund and other nonmajor funds are presented as supplementary information. III. DEPOSITS AND INVESTMENTS Deposits State statutes require that all deposits in financial institutions be fully guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; or secured by obligations go vernmental entities as authorized in the Public Funds Collateral Act. All deposits of the Town that exceeded the federal depository insurance coverage level of $250,000 were covered by pledged marketable securities held by an independent custodian or letters of credit issued by a Federal Agency or Instrumentality. The market value of the security collateral and redemption value of letters of Credit held at September 30, 202 3 exceeded the value of all deposits. At September 30, 2023, the carrying amount of the Town’s deposits was $168,170,210, and the respective bank balances totaled $168,396,677. Of the carrying amount of the Towns’ deposits cash on hand totaled $3,069. The Town also has investments in government pools at September 30, 2023, totaling $107,180,372, which are recorded at amortized cost. Investments The Town is authorized to invest in the following: U.S. Government obligations and its agencies or instrumentalities; direct obligations of the State of Texas or its agencies and instrumentalities; other obligations, the principal and interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the State of Texas or United States or their respective agencies and instrumentalities; obligations of states, agencies, counties, cities and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent rating; insured or collateralized certificates of deposit, no -load SEC registered money market funds consisting of any of these securities listed with a dollar-weighted average stated maturity of 60 days or less and with an investment objective of a stable net asset value of $1 for each share; eligible investments pools organized and operating in compliance with PFIA; fully collateralized repurchase agreements and reverse repurchase agreements; prime domestic commercial paper; prime domestic bankers' acceptances; guaranteed investment contracts; securities lending program consisting of authorized investments by the Town’s investment policy. For additional information see the Town of Prosper’s Investment Policy at www.prospertx.gov. Page 73 Item 4. 39 The Town's investments carried at fair value as of September 30, 2023, were: Weighted Carrying Average Maturity Value (days) Investment type: Certificates of deposit 25,409,754$ 243 Federal Home Loan Bank 19,867,070 128 U.S. Treasury Notes 21,071,134 214 Total 66,347,958$ Portfolio weight average to maturity 199 Under the Texas Local Government Investment Pool (“TexPool”) Participation Agreement, administrative and investment services to TexPool are provided by Federated Investors, Inc. through an agreement with the State of Texas Comptroller of Public Accounts. The State Comptroller is the sole officer, director, and shareholder of the Texas Treasury Safekeeping Trust Company authorized to operate TexPool. TexPool invests in treasury and agency securities and repurchase agreements fully collateralized by government securities. The pool seeks to maintain a constant dollar objective. The reported value of the pool is the same as the fair value of the pool shares. TexPool is subject to annual review by an independent auditor consistent with the Public Funds Investment Act. In addition, TexPool is subject to review by the State Auditor’s Office and by the Internal Auditor of the Comptroller’s Office. Due to its short-term, highly liquid nature, TexPool investments have been reported as cash equivalents. TexPool is rated AAAm by Standard and Poor’s and carries a weighted average maturity of 26 days. The Texas Short-Term Asset Reserve Investment Pool (“TexSTAR”) is a local government investment pool organized under the authority of the Interlocal Cooperation Act, chapter 791, of the Texas Government Code, and the Public Funds Investment Act, chapter 2256, of the Texas Government Code. J.P. Morgan Investment Management Inc. serves as investment advisor and co-administrator with Hilltop Securities. TexSTAR invests in treasury and agency securities and repurchase agreements fully collateralized by government securities. The pool seeks to maintain a constant dollar objective. The reported value of the pool is the same as the fair value of the pool shares. Due to its short-term, highly liquid nature, investments in TexSTAR have been reported as cash equivalents. TexStar is rated AAAm by Standard and Poor’s and carries a weighted average maturity of 29 days. TexStar and TexPool have a redemption notice period of one day and may r edeem daily. The investment pool’s authority may only impose restrictions on redemptions in the event of a general suspension of trading on major securities markets, general banking moratorium or national state of emergency that affects the pool’s liquidity. Custodial Credit Risk – Deposits: In the case of deposits, this is the risk that, in the event of a bank failure, the Town’s deposits may not be returned to the Town. The Town’s policy regarding types of deposits allowed and collateral requirements is: the Depository may be a state bank authorized and regulated under Texas law; a national bank, savings and loan association, or savings bank authorized and regulated by federal law; or a savings and loan association or savings bank organized under Texas law; but shall not be any bank the deposits of which are not insured by the Federal Deposit Insurance Corporation (FDIC) and pledged marketable securities or letters of credit. The Town is not exposed to custodial credit risk for its deposits, as all are covered by depository insurance and pledged marketable securities or letters of credit. In compliance with the Public Funds Investment Act and Public Funds Collateral Act, the Town has adopted a deposit and investment policy. That policy addresses the following risks: Custodial Credit Risk – Investments: For an investment, this is the risk that, in the event of the failure of the counterparty, the Town will not be able to recover the value of its investments or deposits. The Town utilizes an independent, third-party custodian to hold all pledged marketable securities and an independent, third-party safekeeping agent to settle and hold all investment securities. The Town’s investments are in certificates of deposit, US Government bonds, and municipal bonds. Page 74 Item 4. 40 Credit Risk – This is the risk that an issuer of an investment will be unable to fulfill its obligations. The rating of securities by nationally recognized rating agencies is designed to give an indication of credit risk. The Town’s investment policy establishes credit rating minimums for various investment- types. The credit quality rating for both TexPool and TexSTAR at year end was AAAm by Standard & Poor’s. The Town’s US Government bonds and municipal bonds each have a long -term rating from A to AAA. The Town also holds municipal bonds with short-term ratings of A-1 to A-1+. Interest Rate Risk – This is the risk that changes in interest rates will adversely affect the fair value of an investment. In accordance with its investment policy, the Town mana ges its exposure to declines in fair values by limiting the weighted average maturity of its investment portfolio; structuring the investment portfolio so that investments matured to meet cash requirements for ongoing operations, thereby avoiding the need to liquidate investments prior to maturity; monitoring credit ratings of portfolio positions to assure compliance with rating requirements; and investing operating funds primarily in short-term deposits, securities, money market mutual funds, or local government investment pools. The maximum allowable maturity for operating funds is five years and two years for debt service funds. Foreign Currency Risk – This is the risk that exchange rates will adversely affect the fair value of an investment. The Town is not exposed to foreign currency risk. Concentration of Credit Risk – This is the risk of loss attributed to the magnitude of the Town’s investment in a single issuer (i.e., lack of diversification). As of September 30, 202 3, the Town minimized concentration of credit risk, by: limiting investments in a specific local governmental pools to no more than 40 percent of the investment portfolio; staggering maturities and potential call dates; and limiting investments in commercial paper and bankers’ acceptances to no more than 5% of the investment portfolio. Concentration risk is defined as positions of 5 percent (5%) or more in the obligations of a single issuer. The Town’s investments and their percentage of net portfolio assets are stated below. Securities by Type Carrying Value % of Total Portfolio Certificates of deposit 25,409,754$ 38.30% Federal Home Loan Bank 19,867,070 29.94% U.S. Treasury Notes 21,071,134 31.76% Total Securities 66,347,958$ 100.00% IV. FAIR VALUE MEASUREMENTS The Town categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant observable inputs other than quoted market prices for similar assets; Level 3 inputs are significant unobservable inputs. The Town has the following recurring fair value measurements as of September 30, 2023: Fair value as of 9/30/2023 Level 1 Level 2 Investments by fair value level Federal Home Loan Bank 19,867,070$ 9,967,100$ 9,899,970$ U.S. Treasury Notes 21,071,134 21,071,134 - Total investments by fair value level 40,938,204$ 31,038,234$ 9,899,970$ Fair Value Measurements Using Page 75 Item 4. 41 V.RECEIVABLES The Town’s taxes and accounts receivables as of September 30, 2023 consisted of the following: Debt Nonmajor General Service Governmental Fund Fund Funds Total Property taxes 551,204$ 259,227$ -$ 810,431$ Sales tax 1,955,024 - 1,302,937 3,257,961 Gross receivables 2,506,228 259,227 1,302,937 4,068,392 Less: allowance for uncollectible (11,024) (5,185) - (16,209) Net receivables 2,495,204$ 254,042$ 1,302,937$ 4,052,183$ Governmental Activities The Town’s accounts receivable as of September 30, 2023 consisted of the following: Nonmajor Stormwater Internal General Governmental Water and Solid Drainage Service Fund Funds Sewer Fund Waste Fund Fund Total Ambulance 1,449,483$ -$ -$ -$ -$ -$ 1,449,483$ Franchise fees 489,264 - - - - - 489,264 Grants 82,110 - - - - - 82,110 Municipal court 276,472 - - - - - 276,472 Utility bills - - 10,014,773 190,982 138,331 - 10,344,086 Other receivables 80,272 14,343 - - - 35,164 129,779 Gross receivables 2,377,601 14,343 10,014,773 190,982 138,331 35,164 12,771,194 Less: allowance for uncollectible (1,235,418) - (467,946) - - - (1,703,364) Net receivables 1,142,183$ 14,343$ 9,546,827$ 190,982$ 138,331$ 35,164$ 11,067,830$ Governmental Funds Proprietary Funds VI.CAPITAL ASSETS Capital asset activity for the year ended September 30, 2023 was as follows: Beginning Ending Balance Additions Retirements Transfers Balance Governmental activities: Capital assets not being depreciated/amortized: Land 58,987,653$ 25,476,825$ -$ -$ 84,464,478$ Construction in progress 45,539,821 45,587,967 - (45,547,471) 45,580,317 Total capital assets not being depreciated/amortized 104,527,474 71,064,792 - (45,547,471) 130,044,795 Capital assets being depreciated/amortized: Buildings and improvements 72,141,467 106,600 - 17,667,258 89,915,325 Equipment 20,489,090 850,696 - 454,891 21,794,677 Infrastructure 225,710,069 14,973,304 - 23,662,024 264,345,397 Right to use assets - vehicles and equipment 453,788 - - 3,763,298 4,217,086 Right to use assets - SBITA - 1,373,301 - - 1,373,301 Total assets being depreciated/amortized 318,794,414 17,303,901 - 45,547,471 381,645,786 Less accumulated depreciation/amortization for: Buildings and improvements (13,898,588) (2,367,039) - - (16,265,627) Equipment (8,112,706) (1,333,716) - 1,046,616 (8,399,806) Infrastructure (48,085,555) (7,939,549) 147 - (56,024,957) Right to use assets - vehicles and equipment (68,793) (636,830) - (1,046,616) (1,752,239) Right to use assets - SBITA - (233,417) - -(233,417) Total accumulated depreciation/amortization (70,165,642) (12,510,551) 147 - (82,676,046) Total capital assets being depreciated/amortized, net 248,628,772 4,793,350 147 45,547,471 298,969,740 Governmental activities capital assets, net 353,156,246$ 75,858,142$ 147$ -$ 429,014,535$ Page 76 Item 4. 42 Beginning Ending Balance Additions Retirements Transfers Balance Business-type activities: Capital assets, not being depreciated/amortized: Land 1,883,521$ 35,000$ -$ -$ 1,918,521$ Construction in progress 6,437,727 9,896,760 - (4,817,364) 11,517,123 Total capital assets, not being depreciated/amortized 8,321,248 9,931,760 - (4,817,364) 13,435,644 Capital assets being depreciated/amortized: Buildings and systems 325,418 - - - 325,418 Vehicles and equipment 2,443,121 409,008 - (319,529) 2,532,600 Infrastructure 205,155,710 17,567,594 - 4,817,364 227,540,668 Right to use assets - vehicles and equipment - - - 319,529 319,529 Intangible Asset 15,744,809 - - - 15,744,809 Total assets being depreciated/amortized 223,669,058 17,976,602 - 4,817,364 246,463,024 Less accumulated depreciation/amortization for: Buildings and systems (221,160) (25,587) - - (246,747) Vehicles and equipment (1,379,080) (188,246) - 45,906 (1,521,420) Infrastructure (31,532,092) (6,484,435) 902 - (38,015,625) Right to use assets - vehicles and equipment - (35,088) - (45,906) (80,994) Intangible Asset (1,886,398) (314,964) - - (2,201,362) Total accumulated depreciation/amortization (35,018,730) (7,048,320) 902 - (42,066,148) Total capital assets being depreciated/amortized, net 188,650,328 10,928,282 902 4,817,364 204,396,876 Business-type activities capital assets, net 196,971,576$ 20,860,042$ 902$ -$ 217,832,520$ Beginning Ending Balance Additions Retirements Transfers Balance Component Unit: Capital assets not being depreciated: Land 2,378,985$ 1,821,993$ -$ -$ 4,200,978$ Total capital assets not being depreciated 2,378,985$ 1,821,993$ -$ -$ 4,200,978$ Depreciation/amortization expense for the year ended September 30, 2023 was charged to functions/programs of the primary government as follows: Governmental activities: Administration 969,403$ Police 946,156 Fire 929,714 Development Services 41,411 Public Works 7,980,528 Community Services 1,621,772 Engineering 21,567 Total 12,510,551$ Business-type activities: Water and sewer 5,085,336$ Stormwater drainage utility 1,962,984 Total 7,048,320$ As of September 30, 2023, the Town’s only intangible asset was related to wastewater treatment capacity rights acquired from the Upper Trinity Regional Water District. Although the capacity rights were initially acquired in March 2014, the related plant facility was placed into service as of September 30, 2017, and in the current year amortization of $314,964 has been recognized in these financial statements. VII. INTERFUND RECEIVABLES, PAYABLES, AND TRANSFERS The outstanding balances between funds result mainly from the time lag between the dates that (1) reimbursable expenditures occur, (2) transactions are recorded in the accounting system, and (3) payments between funds are made. Page 77 Item 4. 43 Interfund balances at September 30, 2023 were as follows: Payable Fund Receivable Fund Amount Purpose General fund Capital projects 31,451$ Short-term loans Total 31,451$ Interfund transfers made during the fiscal year were as follows: Transfer From Transfer To Amount Purpose General Fund Capital Projects 9,607,373$ Capital outlay Impact Fees Capital Projects 1,691,025 Capital outlay Escrow Capital Projects 845,117 Capital outlay Water and Sewer General Fund 1,127,339 Administrative Water and Sewer Solid Waste 50,000 Administrative Storm Drainage General Fund 107,996 Administrative Storm Drainage Water and Sewer 259,353 Administrative Total 13,688,203$ VIII.LONG-TERM LIABILITIES The Town issues general obligation bonds and certificates of obligations to provide funds for the acquisition and construction of major capital facilities and equipment. General obligation bonds and certificates of obligation have been issued for both governmental and business-type activities. The certificates of obligation will be repaid by the debt service fund in combination with system revenues. The Town issued Combination Tax and Surplus Revenue Certificates of Obligation, Series 2022 in the amount of $12,925,000 and Combination Tax and Surplus Revenue Certificates of Obl igation, Series 2023 in the amount of $8,305,000 for constructing and improving the Town’s waterworks and sewer system. General Obligation Refunding and Improvement Bonds, Series 2023 was issued in the amount of $40,495,000 for purposes of refunding obligations as well as constructing and improving public safety facilities, parks and recreational facilities, as well as streets, road, and other related infrastructure in the Town. Each bond issuance has an interest rate between 4% to 5% and will mature over the next 20 years. On September 28, 2023, the Town refunded the General Obligation, Series 2013, and the Certificates of Obligation, Series 2013. The net proceeds from the new debt have been placed in an irrevocable escrow account to be paid at the time of redemption. Thus, the old bonds are considered defeased and have been removed from the Town’s financial statements. The Town completed the refunding to reduce its total debt service payments by $473,022 and to obtain an economic gain (difference between the present values of the debt service payments on the old and new debt) of $327,925. Page 78 Item 4. 44 The following is a summary of long-term liabilities for the year ended September 30, 2023: Beginning Refunded/Ending Amount Due Balance Issued Retired Balance Within One Year Governmental activities: Compensated absences 2,388,530$ 2,457,545$ (2,031,251)$ 2,814,824$ 703,706$ Bonds 150,744,623 37,630,000 (9,464,006) 178,910,617 8,885,722 Bond premium on issuance 12,790,286 1,938,332 (2,710,265) 12,018,353 - Leases payable 387,393 - (63,280) 324,113 63,789 SBITA payable - 1,373,301 (549,793) 823,508 526,543 Total governmental 166,310,832 43,399,178 (14,818,595) 194,891,415 10,179,760 Business-type activities: Compensated absences 289,216 240,610 (232,728) 297,098 74,275 Bonds 29,295,653 24,095,000 (5,896,271) 47,494,382 3,104,279 Bonds premium on issuance 1,754,044 1,284,547 (859,384) 2,179,207 - Total business-type activities 31,338,913 25,620,157 (6,988,383) 49,970,687 3,178,554 Total primary government 197,649,745$ 69,019,335$ (21,806,978)$ 244,862,102$ 13,358,314$ The Town is not currently subject to any legal debt margin requirements. The compensated absences liabilities in the governmental activities is liquidated by the General fund. Certificates of Obligation are intended to be repaid by the revenue of the combined utility system and any special funds established by the debt ordinances. The ordinances provide that the revenue of the system is to be used, first, to pay operating and maintenance expenses of the system and, second, to establish required funds. Should the Town default on its outstanding certificates, any registered owner of the certificates is entitled to seek a writ of mandamus from a court of proper jurisdiction requiring specific performance from the Town. Page 79 Item 4. 45 Bonds and certificates of obligation at September 3 0, 2023 are comprised of the following issues to be repaid from the Debt Service Fund, the Water and Sewer Fund, and the Stormwater Drainage Utility Fund. All outstanding GO debt of the Town at September 30, 2023 is secured by an ad valorem tax pledge. Governmental Business-Type Activities Activities Total 2014 General Obligation Improvement Bonds (47%debt service fund portion and 53%water and sewer fund portion)issued February 15, 2014,maturing February 15,2034.Interest payable February 15 and August 15 at rates ranging from 2.0% to 5.0%.935,000$ 465,000$ 1,400,000$ 2014 Certificates of Obligation (100%water and sewer fund)issued February 15,2014,maturing February 15,2034.Interest payable February 15 and August 15 at rates ranging from 2.0% to 4.0%.- 8,095,000 8,095,000 2015 General Obligation Refunding and Improvement Bonds (79% debt service fund portion and 21%water and sewer portion)issued July 15,2015,maturing February 15,2035.Interest payable February 15 and August 15 at rates ranging from 2.0% to 5.0%8,900,200 1,809,800 10,710,000 2015 Certificates of Obligation (100%debt service fund)issued July 15,2015,maturing February 15,2035.Interest payable February 15 and August 15 at rates ranging from 2.0% to 5.0%.6,390,000 - 6,390,000 2016 General Obligation Refunding and Improvement Bonds (84% debt service fund portion and 16%water and sewer fund portion) issued July 12,2016,maturing February 15,2036.Interest payable February 15 and August 15 at rates ranging from 2.0% to 4.0%.3,310,000 - 3,310,000 2016 Certificates of Obligation (84%debt service fund portion and 16%stormwater drainage fund portion)issued July 12,2016, maturing February 15,2036.Interest payable February 15 and August 15 at rates ranging from 2.0% to 4.0%.6,500,000 955,000 7,455,000 2017 Certificates of Obligation (91%debt service fund portion and 9%stormwater drainage fund portion)issued June 27,2017, maturing February 15,2037.Interest payable February 15 and August 15 at rates ranging from 2.0% to 5.0%.8,675,000 770,000 9,445,000 2018 General Obligation Refunding (100%debt service fund portion ) issued June 15,2018,maturing February 15,2038.Interest payable February 15 and August 15 at rates ranging from 4.0% to 5.0%.3,225,000 - 3,225,000 2018 Certificates of Obligation (56%debt service fund portion and 44%water &sewer fund portion)issued June 15,2018,maturing February 15,2038.Interest payable February 15 and August 15 at rates ranging from 3.125% to 5.0%.10,245,000 8,110,000 18,355,000 2019 General Obligation Bonds (100%debt service fund)issued July 25,2019,and maturing February 15,2039.Interest payable February 15 and August 15 at rates ranging from 3.0% to 4.0%.3,460,000 - 3,460,000 2019 Certificates of Obligation (75%debt service fund portion and 25%water &sewer fund portion)issued July 25,2019 maturing February 15,2039.Interest payable February 15 and August 15 at rates ranging from 3.0% to 5.0%.10,955,417 3,704,582 14,659,999 2020 Certificates of Obligation (100%debt service fund portion) issued July 30,2020 maturing February 15,2040.Interest payable February 15 and August 15 at rates ranging from 3.0% to 4.0%.9,570,000 - 9,570,000 Page 80 Item 4. 46 Governmental Business-Type Activities Activities Total 2021 General Obligation Bonds (100%debt service fund portion) issued August 15,2021 maturing February 15,2041.Interest payable February 15 and August 15 at rates ranging from 2.0%to 5.0%.33,105,000 - 33,105,000 2021 Certificates of Obligation (100%debt service fund portion) issued August 15,2021 maturing February 15,2041.Interest payable February 15 and August 15 at rates ranging from 2.0%to 5.0%.6,300,000 - 6,300,000 2022 General Obligation (100%debt service fund portion)issued August 15,2022 maturing February 15,2042.Interest payable February 15 and August 15 at rates ranging from 4.0% to 5.0%.29,710,000 - 29,710,000 2022 Certificates of Obligation (95%water &sewer fund portion and 5%stormwater drainage fund portion)issued October 1,2022 maturing August 15,2042.Interest payable February 15 and August 15 at rates ranging from 4.75% to 5.0%.- 12,415,000 12,415,000 2023 General Obligation (93%debt service fund portion and 7% water &sewer fund portion)issued August 15,2023 maturing February 15,2043.Interest payable February 15 and August 15 at rates ranging from 4.0% to 5.0%.37,630,000 2,865,000 40,495,000 2023 Certificates of Obligation (100%water &sewer fund portion) issued August 15,2023 maturing August 15,2043.Interest payable February 15 and August 15 at rates ranging from 4.0% to 5.0%.- 8,305,000 8,305,000 178,910,617$ 47,494,382$ 226,404,999$ The annual requirements to amortize the combined debt outstanding for the Deb t Service Fund, Stormwater Drainage Fund and Water and Sewer Fund as of September 30, 2023, are as follows: Year Ended Total Total September 30, Principal Interest Principal Interest Principal Interest 2024 8,885,722$ 6,842,143$ 3,104,279$ 1,983,027$ 11,990,001$ 8,825,170$ 2025 8,090,966 6,663,696 2,759,035 1,898,379 10,850,001 8,562,075 2026 8,943,512 6,281,594 2,891,489 1,769,831 11,835,001 8,051,425 2027 9,080,394 5,862,517 2,564,606 1,646,058 11,645,000 7,508,575 2028 9,518,313 5,421,930 2,681,687 1,526,920 12,200,000 6,948,850 2029-2033 50,588,107 20,382,921 14,846,893 5,747,717 65,435,000 26,130,638 2034-2038 52,595,528 9,989,313 11,919,472 2,792,531 64,515,000 12,781,844 2039-2043 31,208,075 2,286,999 6,726,921 796,460 37,934,996 3,083,459 Total 178,910,617$ 63,731,113$ 47,494,382$ 18,160,923$ 226,404,999$ 81,892,036$ Governmental Activities Business-Type Activities The Town’s general obligation bonds and certificates of obligation contain a provision that in an event of default, creditors may seek a writ of mandamus to compel Town officials to carry out their legally imposed duties with respect to debt. As outstanding debt does not become immediately due, the remedy of mandamus may have to be relied upon from year to year. Page 81 Item 4. 47 Lease Liability On 10/29/2021, Town of Prosper, TX entered into a 73-month lease as Lessee for the use of Stryker Medical Devices. An initial lease liability was recorded in the amount of $453,788. As of 09/30/2023, the value of the lease liability is $324,113. The Town is required to make annual fixed payments of $66,395 and has an interest rate of 0.804%. Annual requirements to amortize the lease liability for the General Fund as of September 30, 2023, are as follows: Year Ended September 30, Principal Interest 2024 63,789$ 2,606$ 2025 64,302 2,093 2026 64,818 1,576 2027 65,340 1,055 2028 65,864 529 Total 324,113$ 7,859$ Governmental Activities SBITA Liability For the year ended 9/30/2023, the financial statements include the adoption of GASB Statement No. 96, subscription-Based Information Technology Arrangements. The primary objective of this statement is to enhance the relevance and consistency of information about governments' su bscription activities. This statement establishes a single model for subscription accounting based on the principle that subscriptions are financings of the right to use an underlying asset. Under this Statement, an organization is required to recognize a subscription liability and an intangible right-to-use subscription asset. Amount Interest Amounts Amounts Interest Initial Monthly of Initial Current Outstanding Due Within Purpose Rate Year Terms Liability Year 09/30/23 One Year Right to Use: Axon Enterprise 3.207%2023 24 22,469$ -$ 11,057$ 11,057$ Barracuda 3.238%2023 36 76,184 - 49,976 24,590 CDW 2.702%2023 66 95,904 - 78,836 14,938 Clearview.ai 2.656%2023 36 16,062 - 10,567 5,214 ESRI - GIS 3.207%2023 24 75,804 - 37,304 37,304 Flock Group 3.018%2023 24 247,220 104 121,823 121,823 Microsoft Office 365 3.018%2023 24 198,115 - 97,585 97,585 Nutanix 3.207%2023 24 34,422 - 16,940 16,940 Tyler - EPL 2.656%2023 36 607,121 - 399,420 197,092 Totals 104$ 823,508$ 526,543$ Annual requirements to amortize the lease liability for the General Fund as of September 30, 2023, are as follows: Year Ended September 30, Principal Interest 2024 526,543$ 23,354$ 2025 248,408 8,065 2026 15,756 1,312 2027 16,182 886 2028 16,619 449 Total 823,508$ 34,066$ Governmental Activities Page 82 Item 4. 48 IX.RESTRICTED ASSETS The balances of restricted asset accounts are as follows: Cash Investments Reason for restriction Business-type activities: Water and Sewer fund 21,383,804$ 9,930,389$ Capital projects (unspent bond proceeds) Water and Sewer fund 9,096,688 2,375,054 Impact fees Stormwater Drainage fund 340,530 -Capital projects (unspent bond proceeds) Total business-type activities 30,821,022$ 12,305,443$ Governmental activities: Impact Fees fund 6,748,581$ 1,762,173$ Impact fees Debt Service fund 1,032,218 270,746 Debt service Capital Projects fund 49,865,077 41,858,780 Capital projects (unspent bond proceeds) Escrow Fund 4,847,278 1,295,548 Customer deposits/escrow ARPA Fund 5,011,193 1,341,993 Special revenue funds Nonmajor governmental funds 4,226,763 1,104,330 Special revenue funds Total governmental activities 71,731,110$ 47,633,570$ X.RISK MANAGEMENT The Town is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The Town is a participant in the Texas Municipal League Workers’ Compensation Joint Insurance Fund (WC 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 for the benefit of individual governmental units located in Texas. The Town pays an annual premium to the Funds for its workers’ compensation and property and liability insurance coverage. The WC Fund and the Property-Liability Fund are considered self-sustaining risk pools that provide coverage for their members for up to $2,000,000 per insured event. The Town also maintains insurance coverage for cyber-attacks. There were no significant reductions in insurance coverage from the previous year. Settled claims for risks have not exceeded insurance coverage in any of the past three years. The Town of Prosper initiated a self-funded health and dental plan effective January 1, 2017 for Town Employees and their dependents. The Town maintains the Employee Health and Insurance Fund to account for the Town’s employee health and dental care coverage. In addition, excess insurance of up to $1,000,000 has been obtained for an individual unit health and prescription drugs claims exceeding $75,000 and for health claims in the aggregate exceeding $3,216,684. The Town’s claim administrator is UMR. Revenues are recognized from payroll deductions and Town contributions. At September 30, 202 3, a liability of $174,186 has been recorded, which represents estimated claims incurred but not yet reported. Changes in this claims liability during fiscal years 2021, 2022, and 2023 respectively were as follows Fiscal Beginning Current Year Claim Ending Year Balance Claims Payments Balance 2021 77,201$ 2,461,362$ 2,326,548$ 212,015$ 2022 212,015 1,856,224 1,911,385 156,854 2023 156,854 2,207,581 2,190,249 174,186 XI.OTHER POST-EMPLOYMENT BENEFITS (OPEB) As a municipality exceeding 25,000 population, the town is required to provide its retirees health insurance coverage but can recover up to the full cost of that coverage. The Town has adapted a policy requiring retirees to pay an actuarially determined age-based rate and therefore has no OPEB liability under GASB standards. Page 83 Item 4. 49 XII.DEFINED BENEFIT PENSION PLAN Plan Description The Town participates as one of 900+ plans in the nontraditional, joint contributory, hybrid defined benefit pension plan administered by the Texas Municipal Retirement System (TMRS). TMRS is an agency created by the State of Texas and administered in accordance with the TMRS Act, Subtitle G , Title 8, Texas Government Code (the TMRS Act) as an agent multiple-employer retirement system for municipal employees in the State of Texas. The TMRS Act places the general administration and management of the System with a six-member Board of Trustees. Although the Governor, with the advice and consent of the Senate, appoints the Board, TMRS is not fiscally dependent on the State of Texas. TMRS’s defined benefit pension plan is a tax-qualified plan under Section 401(a) of the Internal Revenue Code. TMRS issues a publicly available annual comprehensive financial report (ACFR) that can be obtained at www.TMRS.com. All eligible employees of the Town are required to participate in TMRS. Benefits Provided TMRS provides retirement, disability, and death benefits. Benefit provisions are adopted by the governing body of the Town, within the options available in the state statutes governing TMRS. At retirement, the benefit is calculated as if the sum of the employee’s contributions, with interest, and the town-financed monetary credits with interest were used to purchase an annuity. Members may choose to receive their retirement benefit in one of seven payments options. Members may also choose to receive a portion of their benefit as a Partial Lump Sum Dist ribution in an amount equal to 12, 24, or 36 monthly payments, which cannot exceed 75% of the member’s deposits and interest . Beginning in 2009, the Town granted an annually repeating (automatic) basis monetary credit referred to as an updated service credit (USC) which is a theoretical amount that takes into account salary increases or plan improvements. If at any time during their career an employee earns a USC, this amount remains in their account earning interest at 5% until retirement. At retirement, the benefit is calculated as if the sum of the employee’s accumulated contributions with interest and the employer match plus employer-financed monetary credits, such as USC, with interest were used to purchase an annuity. Additionally, initiated in 2009, the Town provided on an annually repeating (automatic) basis cost of living adjustments (COLA) for retirees equal to a percentage of the change in the consumer price index (CPI). Employee deposit rate 7% Matching ratio (Town to employee)2 to 1 Years required for vesting 5 Service retirement eligibility 20 years at any age, 5 years at age 60 and above Updated service credit 100% repeating, transfers Annuity increase to retirees 70% of CPI repeating Employees Covered by Benefit Terms At the December 31, 2022 valuation and measurement date, the following numbers of employees were covered by the benefit terms: Inactive employees or beneficiaries currently receiving benefits 37 Inactive employees entitled to but not yet receiving benefits 161 Active employees 312 Total 510 Page 84 Item 4. 50 Contributions The contribution rates for employees in TMRS are either 5%, 6%, or 7% of employee gross earnings, and the municipal matching percentages are either 100%, 150%, or 200%, both as adopted by the governing body of the municipality. Under the state law governing TMRS, the contribution rate for each municipality is determined annually by the actuary, using the Entry Age Normal (EAN) actuarial cost method. The Town's contribution rate is based on the liabilities created from the benefit plan options selected by the Town and any changes in benefits or actual experience over time. Employees for the Town were required to contribute 7% of their annual gross earnings during the fiscal year. The Town increased its employee contribution rate during the year. The contribution rates for the Town were 14.25% and 14.12% in calendar years 2022 and 2023, respectively. The Town’s contributions to TMRS for the year ended September 30, 2023, were $4,315,699, and were equal to the required contributions. The EDC’s contributions to TMRS for the year were $47,098 and were equal to the required contributions. Net Pension Liability The Town’s Net Pension Liability (NPL) was measured as of December 31, 2022, and the Total Pension Liability (TPL) used to calculate the Net Pension Liability was determined by an actuarial valuation as of that date. Actuarial Assumptions The Total Pension Liability in the December 31, 2022 actuarial valuation was determined using the following actuarial assumptions: Inflation 2.50% per year Overall payroll growth 2.75% per year Investment Rate of Return 6.75% net of pension plan investment expense, including inflation Salary increases are based on a service-related table. Mortality rates for active members are based on the PUB (10) mortality tables with the Public Safety table used for males and the General Employee table used for females. Mortality rates for healthy retirees and beneficiaries are based on the Gender- distinct 2019 Municipal Retirees of Texas mortality table. The rates for actives, healthy retirees and beneficiaries are projected on a fully generational basis by Scale UMP to account for future mortality improvements. For disabled annuitants, the same mortality tables for healthy retirees is used with a 4- year set-forward for males and a 3-year set-forward for females. In addition, a 3.5% and 3.0% minimum mortality rate is applied, for males and females respectively, to reflect the impairment for younger members who become disabled. The rates are projected on fully generational basis by Scale UMP to account for future mortality improvements subject to the floor. The actuarial assumptions were developed primarily from the actuarial investigation o f the experience of TMRS over the four-year period from December 31, 2014 to December 31, 2018. They were adopted in 2019 and first used in the December 31, 2019 actuarial valuation. The post-retirement mortality assumption for Annuity Purchase Rates (APRs) is based on the Mortality Experience Investigation Study covering 2009 through 2011 and dated December 31, 2013. Plan assets are managed on a total return basis with an emphasis on both capital appreciation as well as the production of income in order to satisfy the short-term and long-term funding needs of TMRS. Page 85 Item 4. 51 The long-term expected rate of return on pension plan investments was determined usi ng a building- block method in which best estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expenses and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. In determining their best estimate of a recommended investment return assumption under the var ious alternative asset allocation portfolios, GRS focused on the area between (1) arithmetic mean (aggressive) without an adjustment for time (conservative) and (2) the geometric mean (conservative) with an adjustment for time (aggressive). The target allo cation and best estimates of arithmetic real rates return for each major asset class in fiscal year 2023 are summarized in the following table: Long-Term Expected Real Rate of Return Asset Class Target Allocation (Arithmetic) Global equity 35.00% 7.70% Core fixed income 6.00% 4.90% Non-core fixed income 20.00% 8.70% Other public and private markets 12.00% 8.10% Real estate 12.00% 5.80% Absolute return 5.00% 6.90% Private equity 10.00% 11.80% Total 100.00% Discount Rate The discount rate used to measure the Total Pension Liability was 6.75%. The projection of cash flows used to determine the discount rate assumed that employee and employer contributions will be made at the rates specified in statute. Based on that assumption, the pension plan’s Fiduciary Net Position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the Total Pension Liability. Changes in Net Pension Liability The Town’s net pension liability is generally liquidated by the General Fund and Proprietary Funds. At September 30, 2023, the Town reported the following changes in Net Pension Liability: Total Pension Plan Fiduciary Net Pension Liability Net Position Liability (a)(b)(a)-(b) Balance at 12/31/2021 38,230,248$ 35,753,839$ 2,476,409$ Changes for the year: Service cost 4,619,728 - 4,619,728 Interest 2,727,219 - 2,727,219 Difference between expected and actual experience 744,322 - 744,322 Change in assumptions - - - Contributions - employer - 3,389,861 (3,389,861) Contributions - employee - 1,665,195 (1,665,195) Net investment income - (2,632,796) 2,632,796 Benefit payments, including refunds of employee contributions (428,858) (428,858) - Administrative expense - (22,630) 22,630 Other changes 77,570 99,551 (21,981) Net changes 7,739,981 2,070,323 5,669,658 Balance at 12/31/2022 45,970,229$ 37,824,162$ 8,146,067$ Increase (Decrease) Page 86 Item 4. 52 At September 30, 2023, the Component Unit reported the following changes in Net Pension Liability: Total Pension Plan Fiduciary Net Pension Liability Net Position Liability (a)(b)(a)-(b) Balance at 12/31/2021 554,624$ 518,698$ 35,926$ Changes for the year: Service cost 57,530 - 57,530 Interest 33,963 - 33,963 Difference between expected and actual experience 9,269 - 9,269 Change in assumptions - - - Contributions - employer - 42,215 (42,215) Contributions - employee - 20,737 (20,737) Net investment income - (32,787) 32,787 Benefit payments, including refunds of employee contributions (5,341) (5,341) - Administrative expense - (282) 282 Other changes (77,570) (72,209) (5,361) Net changes 17,851 (47,667) 65,518 Balance at 12/31/2022 572,475$ 471,031$ 101,444$ Increase (Decrease) The following presents the net pension liability of the Town and component unit, calculated using the discount rate of 6.75%, as well as what the Town’s net pension liability would be if it were calculated using a discount rate that is 1-percentage-point lower (5.75%) or 1-percentage-point higher (7.75%) than the current rate: 1% Decrease in Current Single 1% Increase in Discount Rate Discount Rate Discount Rate (5.75%)(6.75%)(7.75%) Town's net pension liability 16,879,492$ 8,146,067$ 1,189,621$ EDC's net pension liability 210,203 101,444 14,815 Total 17,089,695$ 8,247,511$ 1,204,436$ Pension Plan Fiduciary Net Position Detailed information about the pension plan’s Fiduciary Net Position is available in a separately issued TMRS financial report. That report may be obtained electronically at www.TMRS.com. Pension Expense, Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions For the year ended September 30, 2023, the Town and component unit recognized pension expense of $4,315,699 and $53,744, respectively. At September 30, 2023, the Town reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Outflows Deferred Inflows of Resources of Resources Differences between expected and actual economic experience 1,634,717$ 6,838$ Changes in actuarial assumptions 32,599 - Difference between projected and actual investment earnings 2,580,328 - Contributions subsequent to the measurement date 2,785,983 - Total 7,033,627$ 6,838$ Page 87 Item 4. 53 At September 30, 2023, the component unit reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Outflows Deferred Inflows of Resources of Resources Differences between expected and actual economic experience 20,357$ 85$ Changes in actuarial assumptions 406 - Difference between projected and actual investment earnings 32,133 - Contributions subsequent to the measurement date 34,694 - Total 87,590$ 85$ The Town and component unit reported $2,785,983 and $34,694, respectively, as deferred outflows of resources related to pensions resulting from contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability for the year ending September 30, 2024. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: For the Year Ended Component September 30,Town Unit 2024 769,027$ 9,577$ 2025 1,061,243 13,216 2026 988,237 12,307 2027 1,236,810 15,402 2028 158,011 1,968 Thereafter 27,478 341 Total 4,240,806$ 52,811$ XIII. TAX ABATEMENTS AND ECONOMIC INCENTIVES The Town enters into economic development agreements designed to promote development and redevelopment within the Town, spur economic improvement, stimulate commercial activity, generate additional sales tax and enhance the property tax base and economic v itality of the Town. These programs abate or rebate property tax and sales tax and include incentive payments and reductions in fees that are not tied to taxes. The Town’s economic development agreements are authorized under Chapter 380 of the Texas Loca l Government Code and Chapter 311 (Tax Increment Financing Act) of the Texas Tax Code. Recipients may be eligible to receive economic assistance based on the employment impact, economic impact, or community impact of the project requesting assistance. Recipients receiving assistance generally commit to building or remodeling real property and related infrastructure, expanding operations, or bringing targeted businesses to the Town. General Economic Development The Town has entered into various agreements that may rebate a flat amount or percentage of property taxes or sales tax received by the Town or repay developers for the construction of impact fee eligible projects. For fiscal year 2023, the Town rebated $698,523 in property and sales taxes, and repaid developers for infrastructure agreements with $8,154,523 in impact fees. Page 88 Item 4. 54 Tax Increment Reinvestment Zone The Town has established two tax increment reinvestment zone (TIRZ) districts under Chapter 311, Texas Tax Code to promote local economic development and stimulate business and commercial activity within the Town and to develop and diversify the economy of the state by eliminating unemployment and underemployment and developing or expanding commerce in the state, including the enhan cement of land and the Town. Each district has a base year, and incremental property tax revenues exceeding the base year amount are collected into a special revenue fund. Additionally, other taxing entities may participate in the TIRZ districts. Each participating entity’s governing body sets the percentage of increment that they will contribute to the TIRZ fund. In December 2015, Town Council appointed a TIRZ Board to approve final project and finance plan and to enter into a participation agreement that provides participation in the TIRZ. Unlike other con tractual obligations, TIRZ grants are subject to availability of TIRZ funds, and any balance owed to a developer at the termination of the TIRZ district will no longer be considered an obligation of the Town. The following table summarizes key statistics of each of the Town’s TIRZ districts. TIRZ #1 TIRZ #2 Tax year established 2008 2012 Town's participation 70%70% Other taxing entities Collin County Collin County Participating 50%50% Tax year terminates 2045 2037 The development agreement for TIRZ #1 provides for development of approximately 600 acres of land located in the Town of Prosper and known as the Gates of Prosper. This agreement provides for an economic development grant of $58,000,000 plus 3.5% interest compounded annually until paid in full or termination of the agreement. Funding for this grant is contingent upon the availability of tax revenues and impact fee revenues in TIRZ #1. Interest payments of $564,601 and payment towards construction of $3,042,717 were made during the fiscal year. The development agreement for TIRZ #2 provides for development of approximately 157 acres of land located in the Town of Prosper at the intersection of DNT and US Highway 380. This agreement provided for an economic development grant of $28,566,057 plus 3.5% interest compounded annually until paid in full or termination of the agreement. This development agreement was determined to be in default and the Town’s obligation is to pay all amounts due at the time of default which is currently $1,557,946. No interest will be calculated from the date of default, September 22, 2020, and forward. Funding for this grant is contingent upon the availability of tax revenues and impact fee revenues in TIRZ #2. A construction payment of $41,006 and no payment towards interest were made during the fiscal year. The following is a summary of the principal balance of the infrastructure reimbursement grants and development agreements associated with the Tax Increment Reinvestment Zones: TIRZ #1 TIRZ #2 Total Balance, October 1, 2022 16,131,451$ 1,373,397$ 17,504,848$ Additions/adjustments 11,596,445 - 11,596,445 Payments (3,607,318) (41,006) (3,648,324) Balance, September 30, 2023 24,120,578$ 1,332,391$ 25,452,969$ XIV. COMMITMENTS AND CONTINGENCIES At September 30, 2023, the total estimated costs to complete significant construction projects in progress at year-end totaled approximately $137,467,252 for the Capital Projects Fund. Page 89 Item 4. This Page Intentionally Left Blank Page 90 Item 4. REQUIRED SUPPLEMENTARY INFORMATION SECTION Page 91 Item 4. Measurement year December 31,2014 2015 2016 Total pension liability Service cost 1,149,110$ 1,457,871$ 1,719,445$ Interest on total pension liability 610,963 732,791 874,511 Difference between expected and actual experience (114,652) 264,111 (103,100) Change or assumptions - (14,368) - Benefit payments/refunds of contributions (47,637) (71,162) (96,666) Net change in total pension liability 1,597,784 2,369,243 2,394,190 Total pension liability, beginning 8,177,304 9,775,088 12,144,331 Total pension liability, ending (a)9,775,088$ 12,144,331$ 14,538,521$ Plan fiduciary net position Contributions - employer 723,677$ 914,153$ 1,101,478$ Contributions - employee 471,670 539,096 623,310 Net investment income 383,420 12,145 650,853 Benefit payments/refunds of contributions (47,637) (71,162) (96,666) Administrative expenses (4,000) (7,392) (7,335) Other (329) (365) (397) Net change in fiduciary net position 1,526,801 1,386,475 2,271,243 Fiduciary net position, beginning 6,697,330 8,224,131 9,610,606 Fiduciary net position, ending (b)8,224,131$ 9,610,606$ 11,881,849$ Net pension liability = (a)-(b)1,550,957 2,533,725 2,656,672 Fiduciary net position as a percentage of total pension liability 84.13%79.14%81.73% Covered - employee payroll 6,738,149$ 7,701,377$ 8,904,427$ Net Pension liability as a percentage of covered employee payroll 23.02%32.90%29.84% TOWN OF PROSPER, TEXAS SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOS TEXAS MUNICIPAL RETIREMENT SYSTEM FOR THE YEAR ENDED SEPTEMBER 30, 2023 Note: GASB Statement 68 requires this schedule to report 10 years of data. Data prior to 2014 is not available. 55 Page 92 Item 4. 2017 2018 2019 2020 2021 2022 2,156,520$ 2,559,835$ 2,900,937$ 3,591,897$ 4,056,030$ 4,677,258$ 1,046,888 1,255,581 1,541,809 1,902,755 2,304,810 2,761,182 (42,762) 526,914 693,569 522,514 489,219 753,591 - - 85,186 - - - (214,667) (326,425) (218,532) (220,713) (365,014) (434,199) 2,945,979 4,015,905 5,002,969 5,796,453 6,485,045 7,757,832 14,538,521 17,484,500 21,500,405 26,503,374 32,299,827 38,784,872 17,484,500$ 21,500,405$ 26,503,374$ 32,299,827$ 38,784,872$ 46,542,704$ 1,526,920$ 1,802,565$ 2,051,549$ 2,537,000$ 2,892,539$ 3,432,076$ 794,089 932,591 1,059,841 1,311,595 1,473,637 1,685,932 1,650,563 (469,840) 2,727,479 1,766,968 3,741,751 (2,665,583) (214,667) (326,425) (218,532) (220,713) (365,014) (434,199) (8,534) (9,048) (15,339) (11,377) (17,219) (22,912) (433) (473) (460) (445) 119 27,342 3,747,938 1,929,370 5,604,538 5,383,028 7,725,813 2,022,656 11,881,849 15,629,788 17,559,158 23,163,696 28,546,724 36,272,537 15,629,787$ 17,559,158$ 23,163,696$ 28,546,724$ 36,272,537$ 38,295,193$ 1,854,713 3,941,247 3,339,678 3,753,103 2,512,335 8,247,511 89.39%81.67%87.40%88.38%93.52%82.28% 11,344,133$ 13,304,757$ 15,140,587$ 18,737,073$ 20,662,405$ 24,084,746$ 16.35%29.62%22.06%20.03%12.16%34.24% 56 Page 93 Item 4. Fiscal Year ended September 30,2015 2016 2017 Actuarially determined contribution 842,892$ 1,073,556$ 1,460,414$ Contributions in relation to the actuarially determined contribution 842,892 1,072,237 1,431,283 Contribution deficiency (excess)- 1,319 29,131 Covered payroll 7,560,918$ 7,678,705$ 10,850,030$ Contributions as a percentage of covered 11.10%12.40%13.20% payroll Valuation Date: Methods and Assumptions Used to Determine Contribution Rates: Actuarial cost method Entry Age Normal Amortization method Level Percentage of Payroll, Closed Remaining amortization period 14 years Asset valuation method 10 year smoothed market; 12% soft corridor Inflation 2.50% Salary increases 3.50% to 11.50% including inflation Investment rate of return 6.75% Retirement age Mortality Other Information: Notes There were no benefit changes during the year. Note: GASB Statement 68 requires this schedule to report 10 years of data. Data prior to 2015 is not available. Post-retirement:2019 Municipal Retirees of Texas Mortality Tables. The rates are projected on a fully generational basis with scale UMP. Pre-retirement: PUB(10) mortality tables, with the Public Safety table used for males and the General Employee table used for females. The rates are projected on a fully generational basis with scale UMP. NOTES TO SCHEDULE OF CONTRIBUTIONS TOWN OF PROSPER, TEXAS SCHEDULE OF EMPLOYER CONTRIBUTIONS TEXAS MUNICIPAL RETIREMENT SYSTEM FOR THE YEAR ENDED SEPTEMBER 30, 2023 Note: GASB Statement No.68 requires 10 years of data to be provided in this schedule.As of year end, all years are not available. Additional years will be added in the future as the information becomes available. Experience-based table of rates that are specific to the City's plan of benefits. Last updated for the 2019 valuation pursuant to an experience study of the period 2014 - 2018 Actuarially determined contribution rates are calculated as of December 31st and become effective in January, 13 months later. 57 Page 94 Item 4. 2018 2019 2020 2021 2022 2023 1,739,754$ 1,974,212$ 2,364,494$ 2,790,352$ 3,221,511$ 3,829,116$ 1,739,754 1,974,212 2,364,494 2,790,352 3,221,511 3,829,116 - - - - - - 12,884,881$ 14,574,706$ 17,470,665$ 20,382,993$ 22,814,839$ 27,053,229$ 13.50%13.55%13.53%13.69%14.12%14.15% 58 Page 95 Item 4. COMBINING AND INDIVIDUAL FUND SCHEDULES Page 96 Item 4. NONMAJOR GOVERNMENTAL FUNDS COURT TECHNOLOGY FUND – This fund is to account for a misdemeanor offense and pay a technology fee as technology cost of the Court. These funds are used to finance the purchase of, or to maintain technology enhancements for the Municipal Court for the following: computer systems, networks, hardware and software, electric kiosks, electronic ticket writers, and docket management systems. COURT SECURITY FUND – This fund is used to account for a misdemeanor offense and pay a security fee as a cost of the court. These funds are used to finance security personnel, services and items related to the facility that house the operations of the municipal court. PARKS DEDICATION FUND – This fund is to account for contributions to the Town for the creation of parks within the Town per development agreements. Fund expenditures must be used for the acquisition, development, expansion, or upgrading of parks located within the same park district or general area where the proposed development for which payment was made is located. PARKS IMPROVEMENT FUND – This fund is to account for contributions to the Town for improvements to Town parks per development agreements. Developers are reimbursed for the reasonable costs of any park improvements constructed and accepted by the Town. CRIME CONTROL SPECIAL PURPOSE DISTRICT – Originally created in 2018 and renewed by the voters in 2023 for twenty years the Crime Control and Prevention Special Purpose District is allowed under Texas Local Government Code, Chapter 363 and Texas Tax Code, Section 323.105. The Crime Control and Prevention District is dedicated to crime reduction programs and the dedication of a one-fourth of one percent sales and use tax. FIRE PREVENTION AND EMS SPECIAL PURPOSE DISTRICT – Originally created in 2018 and renewed by the voters in 2023 for twenty years the Fire Control, Prevention, and Emergency Medical Services Special Purpose District is allowed under Texas Local Government Code, Chapter 344 and Texas Tax Code, Section 321.106. The Fire Control, Prevention, and Emergency Medical Services Special Purpose District is dedicated to fire safety and emergency medical services programs and the dedication of a one-fourth of one percent sales and use tax. TIRZ 1 FUND – The Town of Prosper designated a certain area within the Town as Tax Increment Reinvestment Zone Number 1 in 2008. The Town Council desires to promote the development or redevelopment of said geographic area by designation of a reinvestment zone, as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code. This fund is to account for the restricted revenue sources detailed in the agreement along with the reimbursements to the developer for agreed upon expenditures. TIRZ 2 FUND – The Town of Prosper designated a certain area within the Town as Tax Increment Reinvestment Zone Number 2 in 2013. The Town Council desires to promote the development or redevelopment of said geographic area by designation of a reinvestment zone, as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code. This fund is to account for the restricted revenue sources detailed in the agreement along with the reimbursements to the developer for agreed upon expenditures. MUNICIPAL JURY FUND – This fund is used to fund juror reimbursements and otherwise finance jury services. CONTRIBUTIONS FUND – This fund is used to account for various special revenue sources. Typical revenues seen in this fund would include Police Department donations, Fire Department donations, Police Seized funds, Child Safety funds, and developer contributions. Page 97 Item 4. Court Court Parks Parks Technology Security Dedication Improvement ASSETS Cash and cash equivalents 17,200$ 40,147$ 1,252,613$ 696,409$ Investments 4,491 10,485 326,962 181,973 Taxes receivable (net)- - - - Accounts receivable (net)- - - - Accrued interest 101 236 7,366 4,099 Total assets 21,792 50,868 1,586,941 882,481 LIABILITIES Accounts payable 1,000 - - 92,920 Accrued expenses - - - - Retainage payable - - - 42,377 Total liabilities 1,000 - - 135,297 FUND BALANCES Restricted for: Capital projects - - - - Courts 20,792 50,868 - - Police - - - - Fire - - - - Parks - - 1,586,941 747,184 Other - - - - Total fund balances 20,792 50,868 1,586,941 747,184 Total liabilities, deferred inflows of resources and fund balances 21,792$ 50,868$ 1,586,941$ 882,481$ TOWN OF PROSPER, TEXAS COMBINING BALANCE SHEET - NONMAJOR GOVERNMENTAL FUNDS SEPTEMBER 30, 2023 59 Page 98 Item 4. Fire Prevention Crime Control and EMS Special Special Total Nonmajor Purpose Purpose Municipal Governmental District District TIRZ 1 TIRZ 2 Jury Contributions Funds 21,889$ 21,980$ 562,975$ 20,232$ 512$ 1,592,806$ 4,226,763$ 5,706 5,752 147,982 5,299 134 415,546 1,104,330 510,631 515,152 277,154 - - - 1,302,937 - - - - - 14,343 14,343 129 130 3,334 119 3 9,361 24,878 538,355 543,014 991,445 25,650 649 2,032,056 6,673,251 1,178 1,178 - - - - 96,276 115,123 86,541 - - - - 201,664 - - - - - - 42,377 116,301 87,719 - - - - 340,317 - - 991,445 25,650 - - 1,017,095 - - - - 649 - 72,309 422,054 - - - - 150,039 572,093 - 455,295 - - - 36,782 492,077 - - - - - - 2,334,125 - - - - - 1,845,235 1,845,235 422,054 455,295 991,445 25,650 649 2,032,056 6,332,934 538,355$ 543,014$ 991,445$ 25,650$ 649$ 2,032,056$ 6,673,251$ 60 Page 99 Item 4. Court Court Parks Parks Technology Security Dedication Improvement REVENUES Taxes: Property -$ -$ -$ -$ Sales - - - - Impact fees - - - - Intergovernmental - - - 200,550 Investment Income (loss)742 1,989 47,454 44,504 Fines, fees, warrants, and seizures 9,655 11,633 - - Contributions - - 604,429 144,000 Miscellaneous - - - - Total revenues 10,397 13,622 651,883 389,054 EXPENDITURES Current: Administration 1,000 50 - - Police - - - - Fire - - - - Community services - - - 847,546 Total expenditures 1,000 50 - 847,546 Excess (Deficiency) of revenue Over expenditures 9,397 13,572 651,883 (458,492) NET CHANGE IN FUND BALANCES 9,397 13,572 651,883 (458,492) FUND BALANCES - BEGINNING 11,395 37,296 935,058 1,205,676 FUND BALANCES - ENDING 20,792$ 50,868$ 1,586,941$ 747,184$ TOWN OF PROSPER, TEXAS COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE - NONMAJOR GOVERNMENTAL FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2023 61 Page 100 Item 4. Fire Prevention Crime Control and EMS Special Special Total Nonmajor Purpose Purpose Municipal Governmental District District TIRZ 1 TIRZ 2 Jury Contributions Funds -$ -$ 983,032$ 40,120$ -$ -$ 1,023,152$ 2,745,763 2,748,026 1,683,814 - - - 7,177,603 - - 457,733 - - - 457,733 - - - - - - 200,550 (10) 3,340 81,665 1,701 24 40,059 221,468 - - - - 231 12,070 33,589 - - - - - 1,611,974 2,360,403 - - - - - 2,416 2,416 2,745,753 2,751,366 3,206,244 41,821 255 1,666,519 11,476,914 - - 3,607,319 41,006 - 74,136 3,723,511 2,777,410 - - - - - 2,777,410 - 2,753,480 - - - - 2,753,480 - - - - - - 847,546 2,777,410 2,753,480 3,607,319 41,006 - 74,136 10,101,947 (31,657) (2,114) (401,075) 815 255 1,592,383 1,374,967 (31,657) (2,114) (401,075) 815 255 1,592,383 1,374,967 453,711 457,409 1,392,520 24,835 394 439,673 4,957,967 422,054$ 455,295$ 991,445$ 25,650$ 649$ 2,032,056$ 6,332,934$ 62 Page 101 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Property taxes 12,680,972$ 12,680,972$ 13,317,801$ 636,829$ Investment income 20,000 20,000 144,293 124,293 Total Revenue 12,700,972 12,700,972 13,462,094 761,122 EXPENDITURES Debt service: Principal 7,101,425 7,101,425 7,229,006 (127,581) Interest and fiscal charges 5,789,738 5,789,738 5,594,880 194,858 Bond issue costs and fees 20,000 20,000 41,753 (21,753) Total Expenditures 12,911,163 12,911,163 12,865,639 45,524 Excess of revenues over (under) expenditures (210,191) (210,191) 596,455 806,646 OTHER FINANCING SOURCES Refunding bonds issued - - 2,095,000 2,095,000 Premium on refunding bonds issued - - 174,593 174,593 Payments to bond escrow agent - - (2,246,885) (2,246,885) Total Other Financing Sources - - 22,708 22,708 CHANGE IN FUND BALANCE (210,191) (210,191) 619,163 829,354 FUND BALANCE - BEGINNING 683,357 683,357 683,357 - FUND BALANCE - ENDING 473,166$ 473,166$ 1,302,520$ 829,354$ FOR THE YEAR ENDED SEPTEMBER 30, 2023 DEBT SERVICE FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE TOWN OF PROSPER, TEXAS BUDGET AND ACTUAL 63 Page 102 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Fines, fees, warrants, and seizures 7,650$ 7,650$ 9,655$ 2,005$ Investment income 50 50 742 692 Total revenues 7,700 7,700 10,397 2,697 EXPENDITURES Administration - - 1,000 (1,000) Total expenditures - - 1,000 (1,000) CHANGE IN FUND BALANCE 7,700 7,700 9,397 1,697 FUND BALANCE - BEGINNING 11,395 11,395 11,395 - FUND BALANCE - ENDING 19,095$ 19,095$ 20,792$ 1,697$ FOR THE YEAR ENDED SEPTEMBER 30, 2023 COURT TECHNOLOGY FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE TOWN OF PROSPER, TEXAS BUDGET AND ACTUAL 64 Page 103 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Fines, fees, warrants, and seizures 8,000$ 8,000$ 11,633$ 3,633$ Investment income 125 125 1,989 1,864 Total revenues 8,125 8,125 13,622 5,497 EXPENDITURES Administration 15,675 15,675 50 15,625 Total expenditures 15,675 15,675 50 15,625 CHANGE IN FUND BALANCE (7,550) (7,550) 13,572 21,122 FUND BALANCE - BEGINNING 37,296 37,296 37,296 - FUND BALANCE - ENDING 29,746$ 29,746$ 50,868$ 21,122$ FOR THE YEAR ENDED SEPTEMBER 30, 2023 COURT SECURITY FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE TOWN OF PROSPER, TEXAS BUDGET AND ACTUAL 65 Page 104 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Contributions 964,000$ 964,000$ 604,429$ (359,571)$ Investment income 2,000 2,000 47,454 45,454 Total revenues 966,000 966,000 651,883 (314,117) CHANGE IN FUND BALANCE 966,000 966,000 651,883 (314,117) FUND BALANCE - BEGINNING 935,058 935,058 935,058 - FUND BALANCE - ENDING 1,901,058$ 1,901,058$ 1,586,941$ (314,117)$ FOR THE YEAR ENDED SEPTEMBER 30, 2023 PARKS DEDICATION FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE TOWN OF PROSPER, TEXAS BUDGET AND ACTUAL 66 Page 105 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Investment income 4,050$ 4,050$ 44,504$ 40,454$ Intergovernmental 200,550 200,550 200,550 - Contributions 873,000 873,000 144,000 (729,000) Total revenues 1,077,600 1,077,600 389,054 (688,546) EXPENDITURES Community service 500,000 898,971 847,546 51,425 Total Expenditures 500,000 898,971 847,546 51,425 CHANGE IN FUND BALANCE 577,600 178,629 (458,492) (637,121) FUND BALANCE - BEGINNING 1,205,676 1,205,676 1,205,676 - FUND BALANCE - ENDING 1,783,276$ 1,384,305$ 747,184$ (637,121)$ FOR THE YEAR ENDED SEPTEMBER 30, 2023 PARKS IMPROVEMENT FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE TOWN OF PROSPER, TEXAS BUDGET AND ACTUAL 67 Page 106 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Sales taxes 2,741,662$ 2,741,662$ 2,745,763$ 4,101$ Investment income (loss)1,200 1,200 (10) (1,210) Total revenues 2,742,862 2,742,862 2,745,753 2,891 EXPENDITURES Police 2,713,065 2,778,065 2,777,410 655 Total expenditures 2,713,065 2,778,065 2,777,410 655 CHANGE IN FUND BALANCE 29,797 (35,203) (31,657) 3,546 FUND BALANCE - BEGINNING 453,711 453,711 453,711 - FUND BALANCE - ENDING 483,508$ 418,508$ 422,054$ 3,546$ TOWN OF PROSPER, TEXAS SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE CRIME CONTROL DISTRICT FUND BUDGET AND ACTUAL FOR THE YEAR ENDED SEPTEMBER 30, 2023 68 Page 107 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Sales taxes 2,710,483$ 2,710,483$ 2,748,026$ 37,543$ Investment income 600 600 3,340 2,740 Total revenues 2,711,083 2,711,083 2,751,366 40,283 EXPENDITURES Fire 2,685,042 2,754,042 2,753,480 562 Total expenditures 2,685,042 2,754,042 2,753,480 562 CHANGE IN FUND BALANCE 26,041 (42,959) (2,114) 40,845 FUND BALANCE - BEGINNING 457,409 457,409 457,409 - FUND BALANCE - ENDING 483,450$ 414,450$ 455,295$ 40,845$ TOWN OF PROSPER, TEXAS SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE FIRE PREVENTION DISTRICT FUND BUDGET AND ACTUAL FOR THE YEAR ENDED SEPTEMBER 30, 2023 69 Page 108 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Property taxes 1,008,947$ 1,008,947$ 983,032$ (25,915)$ Sales taxes 1,881,724 1,881,724 1,683,814 (197,910) Impact fees 200,000 200,000 457,733 257,733 Investment income 6,000 6,000 81,665 75,665 Total revenues 3,096,671 3,096,671 3,206,244 109,573 EXPENDITURES Administration 3,096,671 3,414,671 3,607,319 (192,648) Total expenditures 3,096,671 3,414,671 3,607,319 (192,648) CHANGE IN FUND BALANCE - (318,000) (401,075) (83,075) FUND BALANCE - BEGINNING 1,392,520 1,392,520 1,392,520 - FUND BALANCE - ENDING 1,392,520$ 1,074,520$ 991,445$ (83,075)$ FOR THE YEAR ENDED SEPTEMBER 30, 2023 TIRZ 1 FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE TOWN OF PROSPER, TEXAS BUDGET AND ACTUAL 70 Page 109 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Property taxes 40,598$ 40,598$ 40,120$ (478)$ Investment income 75 75 1,701 1,626 Total Revenues 40,673 40,673 41,821 1,148 EXPENDITURES Administration 40,673 41,023 41,006 17 Total expenditures 40,673 41,023 41,006 17 CHANGE IN FUND BALANCE - (350) 815 1,165 FUND BALANCE - BEGINNING 24,835 24,835 24,835 - FUND BALANCE - ENDING 24,835$ 24,485$ 25,650$ 1,165$ FOR THE YEAR ENDED SEPTEMBER 30, 2023 TIRZ 2 FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE TOWN OF PROSPER, TEXAS BUDGET AND ACTUAL 71 Page 110 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Investment income -$ -$ 24$ 24$ Fines, fees, warrants, and seizures 150 150 231 81 Total Revenues 150 150 255 105 CHANGE IN FUND BALANCE 150 150 255 105 FUND BALANCE - BEGINNING 394 394 394 - FUND BALANCE - ENDING 544$ 544$ 649$ 105$ TOWN OF PROSPER, TEXAS SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE MUNICIPAL JURY FUND BUDGET AND ACTUAL FOR THE YEAR ENDED SEPTEMBER 30, 2023 72 Page 111 Item 4. Variance With Final Budget Original Final Actual Positive Budget Budget Amounts (Negative) REVENUES Investment income 2,250$ 2,250$ 40,059$ 37,809$ Fines, fees, warrants, and seizures - - 12,070 12,070 Contributions 59,000 59,000 1,611,974 1,552,974 Miscellaneous 3,000 3,000 2,416 (584) Total Revenues 64,250 64,250 1,666,519 1,602,269 EXPENDITURES Administration 114,383 139,368 74,136 65,232 Total Expenditures 114,383 139,368 74,136 65,232 CHANGE IN FUND BALANCE (50,133) (75,118) 1,592,383 1,667,501 FUND BALANCE - BEGINNING 439,673 439,673 439,673 - FUND BALANCE - ENDING 389,540$ 364,555$ 2,032,056$ 1,667,501$ FOR THE YEAR ENDED SEPTEMBER 30, 2023 CONTRIBUTIONS FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE TOWN OF PROSPER, TEXAS BUDGET AND ACTUAL 73 Page 112 Item 4. Vehicle Total & Equipment Health Internal Replacement Insurance Service Funds ASSETS Current assets: Cash and cash equivalents 4,192,972$ 768,766$ 4,961,738$ Investments 1,095,162 191,846 1,287,008 Receivables, net - 35,164 35,164 Accrued interest 24,671 4,322 28,993 Prepaid items 11,617 - 11,617 Total current assets 5,324,422 1,000,098 6,324,520 Noncurrent assets: Capital assets: Depreciable, net 3,231,325 - 3,231,325 Total noncurrent assets 3,231,325 - 3,231,325 Total assets 8,555,747 1,000,098 9,555,845 LIABILITIES Current liabilities: Accounts payable and accrued expenses 78,600 391,039 469,639 Total current liabilities 78,600 391,039 469,639 Total liabilities 78,600 391,039 469,639 NET POSITION Net investment in capital assets 3,231,325 - 3,231,325 Unrestricted 5,245,822 609,059 5,854,881 Total net position 8,477,147$ 609,059$ 9,086,206$ TOWN OF PROSPER, TEXAS COMBINING STATEMENT OF NET POSITION - INTERNAL SERVICE FUNDS SEPTEMBER 30, 2023 74 Page 113 Item 4. Vehicle Total & Equipment Health Internal Replacement Insurance Service Funds OPERATING REVENUES Charges for services: Health charges -$ 4,417,004$ 4,417,004$ Equipment replacement 1,385,257 - 1,385,257 Miscellaneous - 187,121 187,121 Total operating revenues 1,385,257 4,604,125 5,989,382 OPERATING EXPENSES Materials and supplies 137,814 - 137,814 Contractual services - 222,517 222,517 Employee health insurance - 4,358,925 4,358,925 Depreciation 689,621 - 689,621 Total operating costs 827,435 4,581,442 5,408,877 Operating income 557,822 22,683 580,505 NON-OPERATING REVENUES Investment income 218,962 33,761 252,723 Total non-operating revenues 218,962 33,761 252,723 CHANGE IN NET POSITION 776,784 56,444 833,228 NET POSITION - BEGINNING 7,700,363 552,615 8,252,978 NET POSITION - END OF YEAR 8,477,147$ 609,059$ 9,086,206$ TOWN OF PROSPER, TEXAS COMBINING STATEMENT OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION - INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2023 75 Page 114 Item 4. Vehicle Total & Equipment Health Internal Replacement Insurance Service Funds CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers and users 1,385,257$ 4,638,894$ 6,024,151$ Cash payment to suppliers for goods and services (149,431) - (149,431) Cash payments for health expense - (4,588,766) (4,588,766) Net cash provided by operating activities 1,235,826 50,128 1,285,954 CASH FLOWS FROM CAPITAL & RELATED FINANCING ACTIVITIES Acquisition and construction of capital assets (373,262) - (373,262) Net cash used by capital and related financing activities (373,262) - (373,262) CASH FLOWS FROM INVESTING ACTIVITIES Investment purchases 757,011 (23,198) 733,813 Interest on deposits and investments 453,246 283,410 736,656 Net cash provided by investing activities 1,210,257 260,212 1,470,469 Net increase in cash and cash equivalents 2,072,821 310,340 2,383,161 Cash and cash equivalents at beginning of year 2,120,151 458,426 2,578,577 Cash and cash equivalents at end of year 4,192,972 768,766 4,961,738 RECONCILIATION OF OPERATING INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Operating income 557,822 22,683 580,505 Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation 689,621 - 689,621 Decrease (increase) in accounts receivable - 34,769 34,769 Decrease (increase) in prepaid items (11,617) - (11,617) Increase (decrease) in accounts payable - (7,324) (7,324) Net cash provided by operating activities 1,235,826$ 50,128$ 1,285,954$ TOWN OF PROSPER, TEXAS COMBINING STATEMENT OF CASH FLOWS - INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2023 76 Page 115 Item 4. STATIS TICAL SECTION Page 116 Item 4. STATISTICAL SECTION (UNAUDITED) This part of the Town’s annual comprehensive financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures and required supplementary information says about the Town’s overall financial health. Page Number Financial Trends 77 These schedules contain trend information to help the reader understand how the Town’s financial performance and well-being have changed over time. Revenue Capacity 87 These schedules contain information to help the reader assess the Town’s most significant local revenue sources. Although sales taxes are the Town’s most significant local revenue source, information about revenue base is unavailable and information about principal revenue payers is confidential under Texas statutes. Trend information about sales tax revenues is provided in Table 6. Additionally, information about the Town’s second most significant local revenue source, the property tax, is provided. Debt Capacity 92 These schedules present information to help the reader assess the affordability of the Town’s current levels of outstanding debt and the Town’s ability to issue additional debt in the future. Demographic and Economic Information 99 These schedules offer demographic and economic indicators to help the reader understand the environment within which the Town’s financial activities take place. Operating Information 101 These schedules contain service and infrastructure data to help the reader understand how the information in the Town’s financial report relates to the services the Town provides and the activities it performs. Sources – Unless otherwise noted, the information in these schedules is derived from the Annual Comprehensive Financial Report for the relevant year. Page 117 Item 4. 2014 2015 2016 2017 Governmental activities Net investment in capital assets 45,398$ 50,132$ 60,997$ 63,158$ Restricted 13,459 18,551 14,275 7,549 Unrestricted 10,126 11,485 20,672 27,898 Total governmental activities net position 68,983$ 80,168$ 95,944$ 98,605$ Business-type activities Net investment in capital assets 19,708$ 21,119$ 4,772$ 12,598$ Restricted - - - 4,722 Unrestricted 3,584 3,351 24,391 23,010 Total business-type activities net position 23,292$ 24,470$ 29,163$ 40,330$ Primary government Net investment in capital assets 65,106$ 71,251$ 65,769$ 75,756$ Restricted 13,459 18,551 14,307 12,271 Unrestricted 13,710 14,836 45,031 50,908 Total primary government net position 92,275$ 104,638$ 125,107$ 138,935$ Fiscal Year TOWN OF PROSPER, TEXAS NET POSITION BY COMPONENT LAST TEN FISCAL YEARS (ACCRUAL BASIS OF ACCOUNTING) (AMOUNTS EXPRESSED IN THOUSANDS) (UNAUDITED) 77 Page 118 Item 4. TABLE 1 2018 2019 2020 2021 2022 2023 126,774$ 150,815$ 169,774$ 211,506$ 268,677$ 327,743$ 2,332 1,945 5,534 6,231 3,746 6,408 16,266 14,750 18,455 33,508 28,128 19,206 145,372$ 167,510$ 193,763$ 251,245$ 300,551$ 353,357$ 93,021$ 112,197$ 127,806$ 147,067$ 179,568$ 199,462$ - - - - - 1,925 14,696 12,177 14,758 24,909 20,336 25,164 107,717$ 124,374$ 142,564$ 171,976$ 199,904$ 226,551$ 219,795$ 263,012$ 297,580$ 358,573$ 448,245$ 527,205$ 2,332 1,945 5,534 6,231 3,746 8,333 30,962 26,927 33,213 58,417 48,464 44,370 253,089$ 291,884$ 336,327$ 423,221$ 500,455$ 579,908$ Fiscal Year 78 Page 119 Item 4. 2014 2015 2016 2017 Expenses Governmental activities: General government 3,698$ 4,922$ 4,884$ 5,884$ Public safety 5,610 6,129 7,027 9,256 Public works 2,667 3,495 6,701 5,974 Culture and recreation 2,462 2,747 2,973 3,357 Economic development - - 921 1,880 Interest on long-term debt 1,119 4,409 1,571 1,774 Total governmental activities expenses 15,556 21,702 24,077 28,125 Business-type activities: Water, sewer, and sanitation 7,464 9,282 10,522 15,209 Total business-type activities expenses 7,464 9,282 10,522 15,209 Total primary government expenses 23,020 30,984 34,599 43,334 Program Revenues Governmental activities: Charges for services: General government 2,588 3,428 4,261 4,761 Public safety 585 628 796 899 Culture and recreation 4 42 98 148 Economic development - - - - Public works - - - - Operating grants and contributions 113 101 127 198 Capital grants and contributions 5,277 7,907 15,639 6,870 Total governmental activities program revenues 8,567 12,106 20,921 12,876 Business-type activities: Charges for services: Water, sewer and sanitation 9,080 10,918 13,495 14,539 Operating grants and contributions - - - - Capital grants and contributions 3,897 - - 5,949 Total business-type activities program revenues 12,977 10,918 13,495 20,488 Total primary government program revenues 21,544 23,024 34,416 33,364 Net (expense) revenue: Governmental activities (6,989) (6,658) (3,156) (15,249) Business-type activities 5,513 1,635 2,973 5,279 Total primary government net expense (1,476)$ (5,023)$ (183)$ (9,970)$ (UNAUDITED) TOWN OF PROSPER, TEXAS CHANGE IN NET POSITION LAST TEN FISCAL YEARS (ACCRUAL BASIS OF ACCOUNTING) (AMOUNTS EXPRESSED IN THOUSANDS) Fiscal Year 79 Page 120 Item 4. TABLE 2 2018A 2019 2020 2021 2022 2023 5,633$ 7,937$ 12,036$ 10,516$ 15,610$ 16,247$ 10,853 12,013 14,830 16,969 19,176 23,880 4,836 5,645 6,907 9,924 18,904 17,173 5,226 4,687 5,297 5,852 6,733 7,516 4,205 2,715 2,413 3,622 3,543 3,219 2,297 3,070 3,089 3,691 3,199 3,664 33,050 36,067 44,572 50,574 67,165 71,699 19,487 23,305 24,772 27,480 30,989 37,222 19,487 23,305 24,772 27,480 30,989 37,222 52,537 59,372 69,344 78,054 98,154 108,921 1,018 1,937 1,646 2,013 1,525 2,899 518 567 661 1,361 1,560 1,434 227 310 114 413 546 691 4,673 3,882 4,523 6,819 5,295 4,725 - 5,609 7,447 9,252 10,011 7,671 138 156 1,253 2,488 522 1,812 9,964 13,358 16,677 39,618 46,893 40,189 16,538 25,819 32,321 61,964 66,352 59,421 19,200 21,125 24,225 26,667 32,492 35,014 - - - 8 2 3,988 12,743 18,358 19,031 31,012 26,838 23,765 31,943 39,483 43,256 57,687 59,332 62,767 48,481 65,302 75,577 119,651 125,684 122,188 (16,512) (10,248) (12,251) 11,390 (813) (12,278) 12,456 16,178 18,484 30,207 28,343 25,545 (4,056)$ 5,930$ 6,233$ 41,597$ 27,530$ 13,267$ Fiscal Year 80 Page 121 Item 4. 2014 2015 2016 2017 General Revenues and Other Changes in Net Position Governmental activities: Taxes Property taxes 8,410$ 9,967$ 12,880$ 14,668$ Sales taxes 2,807 4,355 5,609 7,038 Franchise fees 596 737 737 967 Investment income 115 160 277 431 Miscellaneous 151 501 281 428 Transfers 364 521 (1,751) (5,622) Total governmental activities 12,443 16,241 18,033 17,910 Business-type activities: Investment income 105 80 76 161 Miscellaneous income 76 114 117 105 Transfers (364) (521) 1,751 5,622 Total business-type activities (183) (327) 1,944 5,888 Total primary government 12,260 15,914 19,977 23,798 Change in Net Position Governmental activities 5,454 9,583 14,877 2,661 Business-type activities 5,330 1,308 4,917 11,167 Total primary government 10,784$ 10,891$ 19,794$ 13,828$ Source: Town financial statements Note: A -In 2018,the Town reclassified the Inspections, Code Enforcement, and Planning departments from General Government to Economic Development. Fiscal Year TOWN OF PROSPER, TEXAS CHANGE IN NET POSITION LAST TEN FISCAL YEARS (ACCRUAL BASIS OF ACCOUNTING) (AMOUNTS EXPRESSED IN THOUSANDS) (UNAUDITED) 81 Page 122 Item 4. TABLE 2 2018 2019 2020 2021 2022 2023 17,339$ 21,273$ 24,479$ 26,865$ 30,713$ 38,596$ 7,073 8,476 10,359 13,957 16,323 17,513 1,706 1,671 1,795 1,962 2,427 2,931 658 1,269 735 249 (100) 4,622 164 214 248 206 513 186 1,358 491 936 892 569 1,235 28,298 33,394 38,552 45,631 50,445 65,083 339 750 348 64 (138) 1,920 178 221 293 495 291 418 (1,358) (491) (936) (892) (569) (1,235) (841) 480 (295) (333) (416) 1,103 27,457 33,874 38,257 45,298 50,029 66,186 18,050 23,146 26,301 57,021 49,632 52,805 15,337 16,658 18,189 29,874 27,927 26,648 33,387$ 39,804$ 44,490$ 86,895$ 77,559$ 79,453$ Fiscal Year 82 Page 123 Item 4. 2014 2015 2016 2017 General Fund Nonspendable 6$ 2$ 3$ 61$ Committed 2,152 2,588 2,966 3,696 Assigned - - - - Unassigned 5,430 4,977 7,059 8,547 Total General Fund 7,588$ 7,567$ 10,028$ 12,304$ All Other Governmental Funds Restricted Debt service 1,159$ 1,470$ 1,842$ 2,147$ Capital projects 17,699 27,414 31,040 18,009 Courts - - - 35 Police - - - - Fire - - - - Grants - - - - Parks - - - - Other - - - - Assigned 2,371 2,297 7,818 10,316 Total All Other Governmental Funds 21,229$ 31,181$ 40,700$ 30,507$ Source: Balance Sheets - Governmental Funds in Towns ACFRs. Fiscal Year (UNAUDITED) TOWN OF PROSPER, TEXAS FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (MODIFIED ACCRUAL BASIS OF ACCOUNTING) (AMOUNTS EXPRESSED IN THOUSANDS) 83 Page 124 Item 4. TABLE 3 2018 2019 2020 2021 2022 2023 15$ 18$ 15$ 41$ 112$ 144$ 4,660 4,752 5,576 6,127 7,207 8,903 - - - 3,845 4,328 2,955 8,139 5,111 8,333 10,230 7,279 2,688 12,814$ 9,881$ 13,924$ 20,243$ 18,926$ 14,690$ 2,558$ 2,557$ 2,619$ 2,640$ 683$ 1,303$ 20,152 33,032 26,850 67,586 85,522 91,841 44 47 52 47 49 72 - - 461 602 642 572 - - 220 427 496 492 - - 1 3 27 251 - - 2,660 2,895 2,141 2,334 - - 255 614 213 1,845 3,505 3,278 - - - - 26,259$ 38,914$ 33,118$ 74,814$ 89,773$ 98,710$ Fiscal Year 84 Page 125 Item 4. 2014 2015 2016 2017 Revenues Taxes 11,834$ 15,076$ 18,545$ 23,306$ Licenses and permits 2,102 2,645 3,116 3,082 Charges for services 4,353 6,855 3,997 687 Impact fees - - 9,612 4,432 Escrow income - - - - Intergovernmental 28 29 56 748 Investment income 809 1,194 1,530 2,091 Fines, fees, warrants, and seizures 114 160 276 379 Park fees - - - - Contributions 1,216 1,358 2,539 1,459 Miscellaneous 151 481 281 428 Total Revenues 20,607 27,798 39,952 36,612 Expenditures General government 3,685 5,295 5,972 6,412 Public safety 5,137 5,722 6,693 8,873 Public Works 912 1,424 4,447 3,541 Culture and recreation 1,688 1,931 2,159 1,948 Economic development - - - 1,709 Capital outlay 5,719 10,104 21,565 23,767 Debt service Principal 1,638 1,623 1,860 2,363 Interest 1,163 1,227 1,527 1,788 Other charges 10 336 153 157 Total Expenditures 19,952 27,662 44,376 50,558 Excess of revenues over (under) expenditures 655 136 (4,424) (13,946) Other Financing Sources (Uses) Transfer in 1,571 4,104 11,704 6,928 Transfer out (2,009) (4,154) (13,457) (12,630) Proceeds from insurance - - - - Issuance of debt 3,340 20,919 13,440 10,575 Premium (discount) on debt issuance 312 2,397 1,322 1,155 Payments to bond escrow agent (2,592) (10,482) (2,988) - Issuance of leases - - - - Issuance of SBITA - - - - Net other financing sources (uses)622 12,784 10,021 6,028 Net change in fund balances 1,277$ 12,920$ 5,597$ (7,918)$ Debt service as a percentage of noncapital expenditures 19.7% 16.2% 14.8% 15.5% Source: Statement of Revenues, Expenditures, and Changes in Fund Balance for Governmental Funds. Fiscal Year (UNAUDITED) TOWN OF PROSPER, TEXAS CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (MODIFIED ACCRUAL BASIS OF ACCOUNTING) (AMOUNTS EXPRESSED IN THOUSANDS) 85 Page 126 Item 4. TABLE 4 2018 2019 2020 2021 2022 2023 26,156$ 31,335$ 36,551$ 42,779$ 49,496$ 58,420$ 5,468 4,739 5,552 8,146 6,679 6,435 742 713 589 1,190 1,080 1,361 5,283 5,569 7,422 9,242 10,008 7,663 - 648 501 580 - 845 493 2,942 1,068 2,678 442 442 670 511 679 238 (76) 4,369 424 1,219 328 301 269 431 - - - 411 593 695 372 994 185 526 1,298 2,360 176 230 228 278 491 165 39,784 48,900 53,103 66,369 70,280 83,186 5,659 8,768 12,583 11,983 15,236 16,327 10,243 11,561 15,269 15,895 18,995 23,137 4,210 3,308 4,676 4,985 12,571 9,415 4,810 3,885 4,359 5,082 7,274 6,955 7,364 2,633 2,634 3,580 3,585 3,237 18,782 18,748 21,608 19,313 20,304 45,548 2,554 3,197 3,819 4,275 8,558 7,842 2,428 2,752 3,192 3,404 4,493 5,598 30 240 175 484 317 377 56,080 55,092 68,315 69,001 91,333 118,436 (16,296) (6,192) (15,212) (2,632) (21,053) (35,250) 9,975 8,805 2,955 6,397 10,253 13,379 (9,696) (10,037) (2,019) (5,505) (9,684) (12,144) - - - - 22 21 16,305 17,135 10,875 43,110 31,600 37,630 923 1,019 1,695 4,684 2,375 1,938 - - - - - (2,247) - - - - 454 - - - - - - 1,373 17,507 16,922 13,506 48,686 35,020 39,950 1,211$ 10,730$ (1,706)$ 46,054$ 13,967$ 4,700$ 16.8% 18.2% 16.4% 16.5% 19.8% 19.8% Fiscal Year 86 Page 127 Item 4. TABLE 5 Fiscal Property Sales Franchise Year Tax Tax Fee Total 2014 8,410$ 2,807$ 596$ 11,813$ 2015 9,967 4,355 737 15,059 2016 12,880 5,609 737 19,226 2017 14,668 7,038 967 22,673 2018 17,376 7,073 1,706 26,155 2019 21,188 8,476 1,671 31,335 2020 24,397 10,359 1,795 36,551 2021 26,861 13,957 1,961 42,779 2021 30,747 16,323 2,427 49,497 2023 37,976 17,513 2,931 58,420 (UNAUDITED) TOWN OF PROSPER, TEXAS GENERAL GOVERNMENTAL TAX REVENUES BY SOURCE LAST TEN FISCAL YEARS (MODIFIED ACCRUAL BASIS OF ACCOUNTING) (AMOUNTS EXPRESSED IN THOUSANDS) 87 Page 128 Item 4. TABLE 6 Taxable Estimated Total Assessed Fiscal Total Estimated Estimated Market Value Less:Total Taxable Direct Value as a % Year Market Value Market Value Personal Tax Exempt Assessed Tax of Estimated Ended as Assessed Real Property Property Real Property Value Rate Market Value 2014 2,161,596$ 2,118,602$ 42,994$ 604,133$ 1,557,463$ 0.52000 72.05% 2015 2,571,540 2,515,525 56,015 686,635 1,884,905 0.52000 73.30% 2016 3,306,744 3,242,618 64,126 994,179 2,312,565 0.52000 69.93% 2017 3,881,824 3,798,498 83,326 1,258,940 2,622,884 0.52000 67.57% 2018 4,834,664 4,719,450 115,214 1,486,485 3,348,179 0.52000 69.25% 2019 5,589,410 5,418,879 170,531 1,844,726 3,744,684 0.52000 67.00% 2020 6,263,054 6,054,042 209,012 1,955,590 4,307,464 0.52000 68.78% 2021 7,108,809 6,885,262 223,547 2,310,423 4,798,386 0.52000 67.50% 2022 7,977,383 7,746,455 230,929 2,482,138 5,495,245 0.51000 68.90% 2023 10,543,817 10,248,747 295,070 4,047,064 6,496,753 0.51000 61.62% Taxable Assessed Values are net of local option over-65 exemptions,state mandated agricultural exemptions,and disabled veterans' exemptions. This amount may include senior tax freeze ceiling amounts. ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY TOWN OF PROSPER, TEXAS LAST TEN FISCAL YEARS (AMOUNTS EXPRESSED IN THOUSANDS) (UNAUDITED) Source: Collin and Denton Appraisal District Certified Totals and Collin County Tax Assessor-Collector Tax Rolls 88 Page 129 Item 4. Fiscal General Debt Prosper Collin Year Government Service Total ISD County 2014 0.326191 0.193809 0.520000 1.670000 0.237500 2015 0.356301 0.163699 0.520000 1.670000 0.235000 2016 0.361074 0.158926 0.520000 1.670000 0.225000 2017 0.367500 0.152500 0.520000 1.670000 0.208395 2018 0.367500 0.152500 0.520000 1.670000 0.180785 2019 0.367500 0.152500 0.520000 1.568350 0.174951 2020 0.367500 0.152500 0.520000 1.492700 0.172531 2021 0.367500 0.152500 0.520000 1.460300 0.168087 2022 0.328000 0.182000 0.510000 1.442900 0.152443 2023 0.329830 0.180170 0.510000 1.442900 0.152443 Source: Collin County and Denton County Appraisal Districts. 1Tax rate is per $100 of taxable assessed value.2Overlapping tax rates are those of local and county governments that apply to property owners within the Town of Prosper. Town of Prosper Tax Rate1 Overlapping Tax Rates2 TOWN OF PROSPER, TEXAS PROPERTY TAX RATES DIRECT AND OVERLAPPING GOVERNMENTS (PER $100 OF ASSESSED VALUE) (UNAUDITED) LAST TEN FISCAL YEARS 89 Page 130 Item 4. TABLE 7 Total Direct Total Direct & Overlapping & Overlapping Collin Denton Rates Rates College County Collin County Denton County 0.083643 0.284914 2.511143 2.474914 0.081960 0.262000 2.506960 2.452000 0.081960 0.248409 2.496960 2.438409 0.081222 0.237812 2.479617 2.427812 0.081222 0.225574 2.452007 2.415574 0.081222 0.225278 2.344523 2.313628 0.081222 0.224985 2.266453 2.237685 0.081222 0.233086 2.229609 2.213386 0.081222 0.217543 2.186565 2.213386 0.081220 0.189949 2.186563 2.142849 Overlapping Tax Rates2 90 Page 131 Item 4. TABLE 8 Fiscal Total Tax Year Levy for Percentage Collections in Percentage Ended Fiscal Year1 Amount of Levy Subsequent Years Amount of Levy1 2014 8,217,550$ 8,174,411$ 99.48% 348,080$ 8,522,491$ 103.7% 2015 9,730,516 9,704,426 99.73% 417,150 10,121,576 104.0% 2016 12,052,689 11,922,739 98.92% 387,630 12,310,369 102.1% 2017 14,077,378 14,052,156 99.82% 313,892 14,366,048 102.1% 2018 17,168,258 17,119,197 99.71% 347,099 17,466,296 101.7% 2019 20,643,714 20,590,864 99.74% 324,315 20,915,179 101.3% 2020 23,743,003 23,705,358 99.84% 49,827 23,755,185 100.1% 2021 26,445,321 26,370,441 99.72% 35,962 26,406,403 99.9% 2022 30,114,813 30,045,405 99.72% - 30,045,405 99.8% 2023 37,259,783 37,161,161 99.74% 563,846 37,725,006 101.2% Note: Taxes stated are for General Fund and Debt Service Funds. 1Tax Levy is the original levy as of certification date, and does not include adjustments. The percentage of levy collected may be greater than 100% as payments that relate to levy adjustments are collected. TOWN OF PROSPER, TEXAS (UNAUDITED) LAST TEN FISCAL YEARS PROPERTY TAX LEVIES AND COLLECTION Fiscal Year of the Levy Collections within the Total Collections to Date 91 Page 132 Item 4. TABLE 9 Percentage of Percentage of Taxable Total Taxable Taxable Total Taxable Assessed Assessed Assessed Assessed Taxpayer Value Rank Value Value Rank Value 380 & 289, LP 93,970,197$ 1 1.45% -$ - GOP #2 LLC 85,322,624 2 1.31% - - 289 (Preston) & 380 LP 80,160,596 3 1.23% - - Orion Prosper Lakes LLC 67,704,556 4 1.04% - - Orion Prosper LLC 52,963,242 5 0.82% - - Prosper Younger LLC 33,118,600 6 0.51% - - Crossland Texas Industrial LLC 28,345,158 7 0.44% - - Oncor Electric Delivery Co LLC 23,702,625 8 0.36% - - BHA Real Estate Holdings LLC 22,461,238 9 0.35% - - PS LPT Properties Investors 20,556,160 10 0.32% - - Western Rim Investors - - 46,712,539 1 3.00% Prosper Land Company LTD - - 12,958,717 2 0.83% Meritage Homes of Texas LLC - - 8,612,625 3 0.55% D R Horton - Texas LLC - - 7,896,949 4 0.51% Beazer Homes Texas LP - - 7,716,389 5 0.50% Rosebriar Prosper plaza LP - - 7,579,560 6 0.49% Five Sac Self-Storage Corp - - 7,129,529 7 0.46% Saddle Creek Investments LTD - - 7,018,145 8 0.45% First Texas Homes Inc - - 6,787,476 9 0.44% Forestar (USA) Real Estate Group Inc - - 6,616,841 10 0.42% Totals 508,304,996$ 7.82% 119,028,770$ 7.64% Source: Collin and Denton County Appraisal Districts TOWN OF PROSPER, TEXAS 2023 2014 (UNAUDITED) FISCAL YEAR END 2023 AND 2014 PRINCIPAL PROPERTY TAXPAYERS 92 Page 133 Item 4. General Certificates Fiscal Obligation of Tax Premiums/ Year Bonds Obligation Notes Leases SBITA Discounts 2014 11,255$ 15,594$ 1,080$ -$ -$ 636$ 2015 25,214 9,678 725 - - 2,852 2016 29,095 16,384 365 - - 3,984 2017 30,477 28,444 - - - 4,865 2018 30,597 37,210 - - - 5,796 2019 32,816 48,930 - - - 6,122 2020 30,789 58,013 - - - 7,425 2021 65,020 62,616 - - - 11,587 2022 90,105 60,640 - 387 - 12,790 2023 120,275 58,636 - 324 824 12,018 N/A: Data not available at the time of this publication. Note: Details regarding the Town's outstanding debt can be found in the notes to the financial statements. 1See the Schedule of Demographic and Economic Statistics for personal income and population data. TOWN OF PROSPER, TEXAS RATIOS OF OUTSTANDING DEBT BY TYPE LAST TEN FISCAL YEARS (AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER CAPITA AMOUNT) (UNAUDITED) Governmental Activities 93 Page 134 Item 4. TABLE 10 General Certificates Total Percentage Obligation of Premiums/Primary of Personal Per Bonds Obligation Discounts Government Income1 Capita1 35,133$ -$ 1,506$ 65,204$ 124.5% 4,351 33,106 - 1,938 73,513 135.1% 4,603 8,145 22,966 1,995 82,934 144.3% 4,662 8,081 23,988 1,951 97,806 157.6% 4,851 6,388 31,505 2,360 113,856 172.0% 5,027 5,600 34,490 2,427 130,384 184.0% 5,087 4,821 32,657 2,281 135,986 178.0% 4,792 4,020 30,979 2,090 176,312 227.5% 5,671 3,175 26,120 1,754 194,971 203.7% 5,506 5,140 42,354 2,179 241,750 N/A 6,195 Business-Type Activities 94 Page 135 Item 4. TABLE 11 Percentage of General Certificates Less: Amounts Actual Taxable Fiscal Obligation of Available in Debt Value of Per Year Bonds3 Obligation3 Service Funds Total Property1 Capita2 2014 46,388$ 15,594$ 1,159$ 60,823$ 3.91% 4,059 2015 58,320 9,678 1,470 66,528 3.53% 4,166 2016 37,240 39,350 1,842 74,748 3.23% 4,202 2017 38,558 52,432 2,147 88,843 3.39% 4,407 2018 36,985 68,715 2,558 103,142 3.08% 4,554 2019 38,415 83,420 2,556 119,279 3.19% 4,654 2020 35,610 90,670 1,885 124,395 2.89% 4,383 2021 69,040 93,595 1,643 160,992 3.36% 5,178 2022 93,280 86,760 683 179,357 3.26% 5,000 2023 125,415 100,990 1,290 225,115 3.47% 5,796 Note: Details regarding the Town's outstanding debt can be found in the notes to the financial statements. 1See schedule of Assessed Value and Estimated Actual Value of Taxable Property for property value data. 2Population data can be found in the Schedule of Demographic and Economic Statistics. 3The amounts do not include the premium portions of the debt. TOWN OF PROSPER, TEXAS (UNAUDITED) (AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER CAPITA AMOUNT) LAST TEN FISCAL YEARS RATIOS OF GENERAL BONDED DEBT OUTSTANDING 95 Page 136 Item 4. TABLE 12 Estimated Estimated Share of Debt Percentage Overlapping Governmental Unit Outstanding Applicable1 Debt Debt repaid with property rates: Prosper Independent School District 1,585,950,239$ 68.66% 1,088,913,434$ Collin County 994,786,478 2.11% 20,989,995 Collin College 480,350,000 2.11% 10,135,385 Denton County 624,655,000 0.23% 1,436,707 Subtotal - overlapping debt 3,685,741,717 1,121,475,521 Town of Prosper direct debt 195,871,000$ 100.00% 195,871,000 Total direct and overlapping debt 1,317,346,521$ TOWN OF PROSPER, TEXAS Source: Entity adopted budget. Actual amounts of overlapping debt vary based on entity payment schedules and any new issuances. Note: Overlapping governments are those that coincide,at least in part, with the geographic boundaries of the Town. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the Town of Prosper. This process recognized that, when considering the Town's ability to issue and repay 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 overlapping government. 1The percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentages were estimated by determining the portion of the Town's taxable assessed value that is within the Town's boundaries and dividing it by the Town's total taxable assessed value. (UNAUDITED) AS OF SEPTEMBER 30, 2023 DIRECT AND OVERLAPPING GOVERNMENTAL ACTIVITIES DEBT 96 Page 137 Item 4. 2014 2015 2016 2017 2018 Tax Rate Limit 2.5000$ 2.5000$ 2.5000$ 2.5000$ 2.5000$ Total Tax Rate 0.5200 0.5200 0.5200 0.5200 0.5200 Available Tax Rate 1.9800$ 1.9800$ 1.9800$ 1.9800$ 1.9800$ Note: For FY 2018-Present, under Article XI, Section 5 of the Texas Constitution, the maximum tax rate under a home rule charter is $2.50 per $100 assessed valuation. Fiscal Year TOWN OF PROSPER, TEXAS TAX RATE INFORMATION LAST TEN FISCAL YEARS (RATES ROUNDED TO 4 PLACES) (UNAUDITED) 97 Page 138 Item 4. TABLE 13 2019 2020 2021 2022 2023 2.5000$ 2.5000$ 2.5000$ 2.5000$ 2.5000$ 0.5200 0.5200 0.5200 0.5100 0.5100 1.9800$ 1.9800$ 1.9800$ 1.9900$ 1.9900$ Fiscal Year 98 Page 139 Item 4. TABLE 14 Personal Per Income2 Capita Fiscal (expressed in Personal School Unemployment Year Population1 thousands)Income2 Enrollment3 Rate4 2014 14,986 52,359$ 59,146$ 6,448 4.6% 2015 15,970 54,420 59,532 7,064 4.4% 2016 17,790 57,483 61,179 8,254 3.4% 2017 20,160 62,078 64,025 10,107 3.0% 2018 22,650 66,212 65,874 12,195 3.0% 2019 25,630 70,852 68,474 16,695 2.9% 2020 28,380 76,381 71,246 19,279 5.2% 2021 31,090 77,500 77,006 22,426 3.6% 2022 35,410 95,701 82,593 25,312 3.4% 2023 38,840 N/A N/A 27,783 3.9% TOWN OF PROSPER, TEXAS N/A: Data not available at the time of this publication. (UNAUDITED) LAST TEN FISCAL YEARS DEMOGRAPHIC AND ECONOMIC STATISTICS 1Population data estimates from the North Central Texas Council of Governments and Town of Prosper. 2Personal income and per capita personal income data not available specific to Prosper. Per 3Enrollment data comes from Prosper ISD. 4September 2022 unemployment rate for Dallas-Plano-Irving,TX Metropolitan Division from the U.S. Beaurea of Labor Statistics capita personal income was obtained from www.bea.gov. 99 Page 140 Item 4. TABLE 15 Percentage of Total Town Employer Employees Rank Employment Prosper ISD 3,334 1 52.3% Kroger (2 locations)416 2 6.5% Town of Prosper 393 3 6.2% WalMart 270 4 4.2% Chik Fil A 400 5 6.3% Home Depot 185 6 2.9% Lowe's 141 7 2.2% Cook's Childrens 140 8 2.2% Dick's SG - Field and Stream 78 9 1.2% Longo Toyota 66 10 1.0% Total 5,423 85.00% Percentage of Total Town Employer Employees Rank Employment Prosper ISD 766 1 57.1% Town of Prosper 122 3 9.1% Gentle Creek 52 4 3.9% Dairy Manufacturers, Inc 35 5 2.6% RE/MAX Performance Group 33 2 2.5% Mahard Egg Farm 31 6 2.3% ProBuild 30 9 2.2% Lattimore Materials 26 7 1.9% CVS 25 8 1.9% Crossland Construction 20 10 1.5% Total 1,140 85.0% Source: Prosper EDC * Employment data is not captured by the workforce commission due to Town's population. Assumes that 15% of the town's workforce does not work for the top 10 employers. TOWN OF PROSPER, TEXAS 2023 2014 CURRENT YEAR AND NINE YEARS AGO PRINCIPAL EMPLOYERS 100 Page 141 Item 4. Function/Program 2014 2015 2016 2017 General Government Building inspection permits Commercial construction Number of units 29 45 74 108 Total dollar value of permits issued 19,172$ 50,625$ 122,799$ 95,793$ Average value 661$ 1,125$ 1,659$ 887$ Residential Construction Number of units 474 708 648 715 Total dollar value of permits issued 209,949$ 313,681$ 316,039$ 347,484$ Average value 443$ 443$ 488$ 486$ Public safety Police Physical arrests 115 128 163 205 Traffic collisions 279 429 234 322 Number of vehicles 15 15 15 18 Fire Number of frontline engines 1 1 2 2 Number of reserve engines 1 1 2 2 Number of frontline Trucks - - - - Number of frontline Ambulances 1 1 1 2 Number of reserve Ambulances 1 1 1 1 Number of frontline Brush Trucks 1 1 1 2 Number of Station 1 1 2 2 Total incidents/calls for service 1,100 1,245 1,537 2,102 Fire 64 30 64 98 Overpressure/explosion 5 - 10 10 Rescue & EMS 588 583 797 1,072 Hazardous condition 29 37 52 60 Service call 212 136 293 44 Good intent call 101 328 168 265 False alarm & false call 95 131 140 244 Severe weather & natural disaster 6 - 13 9 Fire marshal Fire inspections 283 156 966 1,210 Fire safety programs 18 24 12 14 Municipal court Number of cases filed 2,118 2,439 3,147 3,027 Number of cases closed 2,954 3,605 3,534 3,019 Public works Water & Sewer Linear feet of water lines 579,777 627,900 692,447 786,557 Linear feet of sewer lines 428,360 482,838 546,950 619,386 Number of hydrants N/AN/A N/AN/A N/A 1,523 Water customers 4,943 5,539 6,671 7,784 Wastewater customers 4,055 4,627 5,757 6,770 Streets Miles of streets maintain 125 132 141 153 Number of traffic signals - 1 2 2 Parks Number of parks 16 21 22 22 Number of playgrounds 6 7 7 8 Acreage maintained 146 178 178 190 Source: Town of Prosper Department Staff. N/A: Data not available at the time of this publication. ** Safety programs shut down due to the effects of pandemic. * The decrease in residential value pf permits issued is due to the passage of House Bill 852 that prohibits municipalities from requiring the value of construction in regards to permitting. Since its passage, many builders do not indicate the value of construction when submitting for permits. Fiscal Year TOWN OF PROSPER, TEXAS OPERATING INDICATORS BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS (DOLLAR AMOUNTS BELOW EXPRESSED IN THOUSANDS) (UNAUDITED) 101 Page 142 Item 4. TABLE 16 2018 2019 2020 2021 2022 2023 101 105 105 120 154 134 112,427$ 141,609$ 114,516$ 382,091$ 251,432$ 188,944$ 1,113$ 1,349$ 1,091$ 3,184$ 1,633$ 980 793 938 1,402 1,011 897 474,515$ 246,111$ 1,257$ -$ -$ -$ 484$ 492$ 628$ -$ -$ -$ 253 208 211 222 398 697 605 889 874 1,042 1,395 1,103 20 28 28 32 40 43 2 2 2 2 2 3 2 2 2 2 2 2 - - 1 1 1 1 2 2 2 2 2 3 1 1 1 1 2 1 2 2 2 2 2 2 2 2 2 2 2 3 2,185 2,107 2,517 3,482 3,759 4,137 97 62 74 73 114 80 3 4 1 2 3 3 1,139 1,110 1,206 1,760 1,966 2,175 58 83 103 109 130 151 438 459 622 809 747 869 219 161 246 360 480 476 229 226 256 361 315 378 2 2 9 8 4 5 1,291 2,022 1,941 2,129 2,549 2,360 17 58 **29**35**41** 3,581 4,499 2,452 1,899 2,102 3,467 3,964 4,814 3,091 2,584 2,417 4,858 920,859 1,006,066 1,042,324 1,057,959 1,282,189 1,436,160 720,466 752,925 822,201 834,534 1,035,039 1,162,748 1,910 2,016 2,118 2,150 2,801 2,950 8,603 9,188 10,353 11,766 12,573 13,135 7,506 8,131 9,223 10,640 11,825 12,384 179 212 287 330 310 340 3 3 7 9 10 11 23 28 28 29 30 35 11 13 13 14 16 19 218 225.3 245.6 246.2 480.2 655.6 Fiscal Year 102 Page 143 Item 4. 2014 2015 2016 2017 GENERAL FUND Administration 9 10 12 13 Code Compliance 1 1 1 1 Court 2 2 3 3 Dispatch 8 8 9 9 Engineering 3 5 6 6 Facilities - - - - Fire 20 32 33 34 Fire Marshal 1 1 1 2 Inspections 9 13 13 13 Library 2 4 3 3 Parks 15 16 18 20 Planning 3 4 4 4 Police 15 20 22 27 Streets 2 2 3 3 Total General Fund 89 117 127 137 SPECIAL PURPOSE DISTRICT FUNDS Crime Control - - - - Fire Control - - - - Total Special Purpose District Funds - - - - ENTERPRISE FUNDS Storm Drainage 1 2 2 2 Utility Billing 3 3 3 3 Wastewater 6 4 4 7 Water 10 14 15 18 Engineering - - - - Total Enterprise Fund 20 23 24 30 CAPITAL PROJECTS FUND 1 1 - - Total 110 140 151 167 Source: Town of Prosper Annual Budget TOWN OF PROSPER, TEXAS FULL-TIME EQUIVALENT TOWN GOVERNMENT EMPLOYEES BY FUNCTION LAST TEN FISCAL YEARS (UNAUDITED) Fiscal Year 103 Page 144 Item 4. TABLE 17 2018 2019 2020 2021 2022 2023 17 20 21 25 28 35 2 2 3 3 3 4 4 4 4 4 5 5 9 11 11 13 13 15 7 10 12 12 16 16 - - - - - 1 40 29 35 37 41 52 2 3 3 4 4 4 15 16 16 18 20 22 7 7 7 7 7 8 22 26 27 27 32 33 5 5 5 5 5 6 30 24 28 32 31 29 5 6 8 8 10 11 164 163 180 195 214 240 - 12 12 13 19 24 - 12 12 13 18 22 - 24 24 26 37 46 2 2 2 2 2 2 4 4 4 4 5 5 9 12 14 15 16 17 21 24 25 27 29 30 - - 4 4 4 6 36 42 49 52 56 60 - - - - - - 200 229 253 273 307 346 Fiscal Year 104 Page 145 Item 4. TOWN OF PROSPER, TEXAS RESOLUTION NO. 2024-XX A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ACCEPTING THE FISCAL YEAR 2022-2023 INDEPENDENT AUDIT REPORT AND ACCOMPANYING ANNUAL COMPREHENSIVE 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 Weaver and Tidwell LLP., Certified Public Accountants, to complete the Town’s Fiscal Year 2022-2023 Independent Audit; and WHEREAS, the Town Charter requires that upon completion of the audit, a copy of the audited financial statements 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 Fiscal Year 2022-2023 Annual Comprehensive Financial Report with accompanying audit opinion in compliance with charter requirements. 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 AND APPROVED, BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 12TH DAY OF MARCH, 2024. APPROVED: ___________________________________ David F. Bristol, Mayor Page 146 Item 4. Resolution No. 2024-XX, Page 2 ATTEST: _________________________________ Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney Page 147 Item 4. Page 1 of 1 To: Mayor and Town Council From: Leigh Johnson, Director of Information Technology Through: Mario Canizares, Town Manager Re: Town-wide MFA Software Platform Purchase Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and act upon approving the purchase of a multi-factor authentication (MFA) software platform for staff user accounts. Description of Agenda Item: In the FY24 budget, an item was approved for a Town-wide MFA software platform for Town staff user accounts. I.T. staff evaluated several platforms and selected one that not only provides the needed additional security but is also scalable up to the point of becoming the primary identify platform for all Town accounts. Budget Impact: The total cost for a three-year subscription is $69,031.80 and will be funded from 100-5419-10-05 (IT Licenses) Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached documents as to form and legality. Attached Documents: 1. SHI Quote 2. Master Subscription Agreement 3. Public Sector MSA Addendum Town Staff Recommendation: Town Staff recommends approving the purchase of a multi-factor authentication (MFA) software platform for staff user accounts. Proposed Motion: I move to approve the purchase of a multi-factor authentication (MFA) software platform for staff user accounts. INFORMATION TECHNOLOGY Page 148 Item 5. Page 149 Item 5. Page 150 Item 5. Page 151 Item 5. Rev 022022 OKTA, INC. MASTER SUBSCRIPTION AGREEMENT This Master Subscription Agreement (this “Agreement”) is entered into between Okta Inc. (“Okta”) and your organization (“Customer”) as of the Effective Date (as defined below). The individual accepting this Agreement on behalf of Customer represents that they have the authority to bind Customer to this Agreement. If the individual does not have such authority, or if the individual does not agree with the terms and conditions of this Agreement, such individual must not accept this Agreement and may not use the Service and/or any Free Trial. 1. Service and Professional Services. 1.1. Okta’s Obligations. Okta shall make the Service available to Customer pursuant to this Agreement and the applicable Order Form during the Term, and grants to Customer a limited, non-sublicensable, non-exclusive, non- transferable (except as expressly permitted in Section 12.1) right during the Term to allow its Users to access and use the Service in accordance with the Documentation, solely for Customer’s business purposes . Customer agrees that its purchase of the Service or the Professional Services is neither contingent upon the delivery of any future functionality or features n or dependent upon any oral or written public comments made by Okta with respect to future funct ionality or features. Okta will comply with all Laws applicable to its provision of the Service. Okta shall use commercially reasonable efforts to make the Service available to Customer 24 hours a day, 7 days a week, every day of each year (except for any unavailability caused by a Force Majeure event). 1.2. Customer’s Obligations. a) Customer is responsible for all activities conducted under its and its Users’ logins to the Service. Customer shall use the Service in compliance with this Agreement, the applicable Order Forms, Documentation, and all applicable Laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Serv ice, or any part thereof, or make it available to anyone other than its Users; (ii) except as otherwise set forth in an Order Form, send or store in the Service any personal health information, credit card data, personal financial data or other sensitive data that may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards; (iii) send or store infringing or unlawful material in connection with the Service; (iv) send or store Malicious Code to the Service; (v) att empt to gain unauthorized access to, or disrupt the integrity or performance of, the Service or the data contained therein; (vi) modify, copy or create derivative works based on the Service, or any portion thereof; (vii) access the Service for the purpose of building a competitive product or service or copying its features or user interface; (viii) delete, alter, add to or fail to reproduce in and on the Service the name of O kta and any copyright or other notices appearing in or on the Service or which may be required by Okta at any time. b) Any use of the Service in breach of this Agreement, Documentation or Order Forms by Customer or Users that in Okta’s judgment threatens the security, integrity or availability of the Service may result in Okta’s immediate suspension of Customer’s access to the Service; however, Okta will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension. 1.3. Professional Services. Customer and Okta may enter into Statements of Work that describe the specific Professional Services to be performed by Okta. If applicable, while on Customer premises for Professional Services, Okta personnel shall comply with reaso nable Customer rules and regulations regarding safety and conduct made known to Okta in writing prior to such engagement and will, at Customer’s reasonable request, promptly remove from the project any Okta personnel not following such rules and regulations. 1.4. Customer Affiliates. Customer Affiliates may purchase and use the Service and Professional Services subject to the terms of this Agreement by executing Order Forms or Statements of Work hereunder that incorporate by reference the terms of this Agreement, and in each such case, all references in this Agreement to Customer shall be deemed to refer to such Customer Affiliate for purposes of such Order Form(s) or Statement(s) of Work. A Customer Affiliate agrees to be bound by this Agreement and the applicable Order Forms or Statements of Work executed by Customer Affiliate. Page 152 Item 5. Rev 022022 2. Purchasing Through an Okta Partner. This Agreement specifies the terms and conditions under which Okta products and services will be provisioned by Okta to Customer, whether purchased directly through Okta or indirectly through a Partner. Purchases through a Partner will be placed through a separate agreement or ordering document between Customer and an Okta Partner (the “Partner Sales Agreement”) which shall address, as between Customer and Partner, any terms and conditions relating to the quantity of products and services purchased, fees, payment (including any applicable refunds), taxes, and renewals. The Partner Sales Agreement is between Customer and the Okta Partner and is not binding on Okta, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the Okta Partner. In the event of any conflict between this Agreement and a Partner Sales Agreement, this Agreement shall govern as between Okta and Customer. Customer understands and agrees that certain Okta products or services purchased through a Partner are subject to additional product specific terms available at https://www.okta.com/agreements (or its successor site) that may be applicable if purchased by Customer. 3. Security and Support. 3.1. Security. Okta shall maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Service and the Customer Data as described in the applicable Okta Trust and Compliance Documentation. Okta will conform with security protocols which are further described in Okta’s most recently completed Service Organization Control 2 (SOC 2) audit reports or other similar independent third -party annual audit report (“Audit Report”). Upon Customer’s request, Okta shall provide Customer with a copy of Okta’s then-current Audit Report. During the Term, Okta shall not materially diminish the protections provided by the controls set forth in Okta’s then -current Audit Report. Except with respect to a Free Trial, to the extent that Okta processes any Personal Data (as defined in the DPA) on Customer’s behalf in the provision of the Service, the data processing addendum at https://www.okta.com/trustandcompliance ("DPA") as may be updated by Okta if required by applicable Law, which is hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For purposes of the Standard Contractual Clauses attached to the DPA, when and as applicable, Customer and its applicable Affiliates are each the data exporter, and Customer's signing of or entering into this Agreement, and an applicable Affiliate's signing of or entering into an Order Form, shall be treated as signing of the Standard Contractual Clauses and their Appendices. 3.2. Support Services. During the applicable Term, Okta shall provide Support Services to Customer in accordance with Okta’s then-current support policy, and as identified in the applicable Order Form. In the event that the level of support is not identified in the Order Form, Customer shall receiv e a “basic” level of support that is included in the Service at no additional cost. Any updates or modifications to the Support Services will not materially diminish Okta’s responsibilities under the support policy during the applicable Term. 4. Confidentiality. Each party agrees to protect the Confidential Information (as defined below) of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than a reasonable standard of care. A party shall not disclose or use any Confidential Information of the other party for any purpose outside the scope of this Agreement, without the disclosing party’s prior written permission. A party may disclose the other party’s Confidential Information to its employees, contractors, agents, and Affiliates that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Confidential Information shall not include any information that (a) is or becomes generally known to the public, other than as a result of the act or omission of the receiving party; (b) was rightfully known to a party pr ior to its disclosure by the other party without breach of any obligation owed to the other party; (c) is lawfully received from a third party without breach of any obligation owed to the other party; or (d) was independently developed by a party without breach of any obligation owed to the other party. If a party is compelled by law to disclose Confidential Information of the other party, it shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there may be no adequate remedy at law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any oth er remedies available to it. Confidential Information is and shall remain the property of the disclosing party. 5. Ownership and Feedback. Page 153 Item 5. Rev 022022 5.1. Customer Data. As between Okta and Customer, Customer owns its Customer Data. Customer grants to Okta, its Affiliates and applicable contractors a worldwide, limited -term license to host, copy, transmit and display Customer Data, as reasonably necessary for Okta to provide the Service in accordance with this Agreement. Subject to the limited licenses granted herein, Okta acquires no right, title or interest in any Customer Data. Customer shall be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data. 5.2. Okta Ownership of the Service. Except for the rights expressly granted under this Agreement, Okta and its licensors retain all right, title, and interest in and to the Service, Documentation and Professional Services, including all related intellectual property rights inherent therein. If Customer purchases Professional Services, Okta grants to Customer a worldwide, non-exclusive, non-transferable (except as expressly permitted in Section 12.1), non-sublicensable right to use the Professional Services solely for Customer’s use with the Service. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. 5.3. Feedback. Okta shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into its products and services any Feedback. Okta shall have no obligation to use Feedback, and Customer shall have no obligation to provide Feedback. 6. Fees, Expenses, and Taxes. 6.1. Fees. Customer agrees to pay Okta all fees set forth in the applicable Order Form (“Fees”) in accorda nce with this Agreement and the Order Form. If not otherwise specified on an Order Form, all such Fees (except Fees subject to a good faith dispute) will be due within thirty (30) days of the invoice date. Except as otherwise specifically provided in this Agreement, all Fees paid and payable to Okta hereunder are non-cancelable and non-refundable. If Customer fails to pay any Fees due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of Law, (i) Okta reserves the right to suspend the Service upon thirty (30) days written notice, until such amounts are paid in full, and (ii) Okta will have the right to charge interest at a rate equ al to the lesser of one and one- half percent (1.5%) per month or the maximum rate permitted by applicable Law until Customer pays all amounts due; provided that Okta will not exercise its right to charge interest if the applicable charges are under reasona ble and good faith dispute and Customer is cooperating diligently to resolve the issue. 6.2. Expenses. Unless otherwise specified in the applicable Statement of Work, upon invoice from Okta, Customer will reimburse Okta for all pre-approved, reasonable expenses incurred by Okta while performing the Professional Services, including without limitation, transportation services, lodging, and meal and out -of-pocket expenses related to the provision of the Professional Services. Okta will include reasonably detailed documentation of all such expenses with each related invoice. 6.3. Taxes. Fees do not include and may not be reduced to account for any taxes including any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on Okta’s net income or property), unless Customer provides Okta with a valid tax exemption certificate authorized by the appropriate taxing authority. 7. Warranties and Disclaimer. 7.1. Warranties. a) Service. Each party warrants that it has the authority to enter into this Agreement. Okta warrants that during the applicable Term: (i) the Service shall perform materially in accordance with the applicable Documentation; (ii) Okta will employ then-current, industry-standard measures to test the Service to detect and remediate Malicious Code designed to negatively impact the operation or performance of the Service, and (iii) the overall functionality of the Service will not be materially decreased as described in the applicable Documentation. Okta shall use commercially reasonable efforts to correct the non-conforming Service at no additional charge to Customer, and in the event Okta fails to successfully correct the Service within a reasonable time of receipt of written notice from Customer detailing the breach, then Customer shall be entitled to terminate the applicable Order Form as to the non-conforming Service and receive an immediate pro rata refund of any prepaid, unused Fees for the non-conforming Service. The remedies set forth in this subsection will be Customer’s sole remedy and Okta’s entire liability for breach of these warranties unless the breach of warranties constitutes a material Page 154 Item 5. Rev 022022 breach of this Agreement and Customer elects to terminate this Agreement in accordance with Section 11.2 entitled “Termination.” The warranties set forth in this subsection shall apply only i f the applicable Service has been utilized in accordance with the Documentation, this Agreement and applicable Law. b) Professional Services. Okta warrants that the Professional Services will be performed in a good and workmanlike manner consistent with appl icable industry standards. As Customer’s sole remedy and Okta’s entire liability for any breach of the foregoing warranty set forth in this Section 7.1(b), Okta will, at its sole option and expense, promptly re -perform the non-conforming Professional Services or refund to Customer the fees paid for the non-conforming Professional Services; provided that Customer notifies Okta no later than thirty (30) days after delivery of such Professional Services. 7.2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH UNDER SECTION 7.1(A) AND (B), OKTA AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES RELATING TO THE SERVICE, PROFESSIONAL SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ARE NOT RELYING AND HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED. OKTA MAKES NO WARRANTY REGARDING ANY NON-OKTA APPLICATION WITH WHICH THE SERVICE MAY INTEROPERATE. 8. Limitation of Liability. 8.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES TO OKTA OR TO AN OKTA PARTNER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12)-MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND CUSTOMER’S AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE ‘FEES’ SECTION ABOVE AND WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. 8.2. Excluded Damages. IN NO EVENT WILL EITHER PARTY (OR OKTA’S THIRD PARTY LICENSORS) BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. 9. Indemnification. 9.1. Okta Indemnification Obligation. Subject to Section 9.3, Okta will defend Customer from any and all Claims brought against Customer alleging that the Service, as provided by Okta to Customer under this Agreement, infringes any patent, copyright, or trademark or misappropriates any trade secret of any third party (each, an “Infringement Claim”). Okta will indemnify Customer for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in a ccordance with a settlement agreement signed by Okta, in connection with an Infringement Claim. In the event of any such Infringement Claim, Okta may, at its option: (i) obtain the right to permit Customer to continue using the Service, (ii) modify or repl ace the relevant portion(s) of the Service with a non -infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate the applicable Order Form as to the infringing Service and provide a pro rata refund of any prepaid, unused Fees for such infringing Service. Notwithstanding the foregoing, Okta will have no liability for any Infringement Claim of any kind to the extent that it resul ts from: (1) modifications to the Service made by a party other than Okta, (2) the combination of the Service with other products, processes or technologies (where the infringement would have been avoided but for such combination), or (3) Customer’s use of the Service other than in accordance with the Documentation or this Agreement. The indemnification Page 155 Item 5. Rev 022022 obligations set forth in this Section 9.1 are Okta’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third-party intellectual property rights of any kind. 9.2. Customer Indemnification Obligation. Subject to Section 9.3, Customer will defend Okta from any and all Claims brought against Okta alleging a violation of a third party’s rights arising from Customer's provision or use of the Customer Data. Customer will indemnify Okta for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement sig ned by Customer, in connection with such Claims. 9.3. Indemnity Requirements. The party seeking indemnity under this Section 9 ("Indemnitee") must give the other party ("Indemnitor") the following: (a) prompt written notice of any Claim for which the Indemnite e intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the Claim, at the Indemnitor's sole expense, and (c) sole control over the defense and settlement of the Claim, provided that the Indem nitee may participate in the defense of the Claim at its sole expense and any settlement by the Indemnitor does not include an admission of liability by the Indemnitee. 10. Customer Mention. Okta may, upon Customer’s prior written consent, use Customer’s name to identify Customer as an Okta customer of the Service, including on Okta’s public website. Okta agrees that any such use shall be subject to Okta complying with any written guidelines that Customer may deliver to Okta regarding the use of its name and s hall not be deemed Customer’s endorsement of the Service. 11. Term, Termination, and Effect of Termination. 11.1. Term. The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms have expired or have otherwise been terminated. Subscription to the Service commence on the subscription start date and are for the Term as set forth in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions to the Service will automatically renew for additional terms equal to the expiring Term, unless and until either party gives the other notice of non -renewal at least thirty (30) days prior to the end of the then-current Term. 11.2. Termination. Either party may terminate this Agreement by written notice to the other party (i) in the event the other party materially breaches this Agreement and does not cure such breach wit hin thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer pursuant to this Section 11.2, Okta will refund Customer a pro -rata portion of any prepaid fees that cover the remainder of the applicable Term after the effective date of termination and a pro-rata portion of any prepaid Professional Services fees that cover Professional Services that have not been delivered as of the effective date of termination. For clarity, a breach or termination of any Statement of Work shall not be considered a breach or termination of this Agr eement or any Order Form. 11.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason, all rights and subscriptions granted to Customer (including all Order Forms) will immediately terminate and Customer will cease using the Service (except as otherwise permitted in the “Retrieval of Customer Data” section of the ‘Trust and Compliance’ Documentation) and Okta Confidential Information. Termination for any reason other than termination for cause by Customer pursuant to Section 11.2(i) shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms. The sections titled “Definitions,” “Confidentiality,” “Ownership and Feedback,” “Fees, Expenses, and Taxes,” “Disclaimer,” “Limitation of Liability,” “Indemnification,” “Term, Termination, and Effect of Termination,” and “General” shall survive any termination or expiration of this Agreement. 12. General 12.1. Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or trans ferable by Customer or Okta without the other party’s prior written consent , which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party ma y freely assign this Agreement in its entirety (including all Order Forms), upon notice and without the consent of the other party, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially a ll of its assets, provided that all fees owed and due have been paid (in the case of an assignment by Customer) and the assignee agrees to be bound by all the terms of this Agreement. Page 156 Item 5. Rev 022022 12.2. Controlling Law, Attorneys’ Fees and Severability. This Agreement and any disputes arising out of or related hereto shall be governed by the laws of the State of California, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. With respect to all disputes arising out of or related to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in San Francisco, California. In any action to enforce this Agreement the prevailing party will be entitled to reasonable costs and attorneys’ fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 12.3. Notices. All legal notices shall be in writing and effective upon: (i) personal delivery, (ii) one (1) business day after deposit with a recognized overnight courier for U.S. deliveries (or three (3) business days for international deliveries ), or (iii) the day of sending by email (except for notices of termination and indemnifiable Claims), if to Okta then to “legal@okta.com”, or if to Customer then to the email address on the applicable Order Form or the Service system administrator designated by Customer, with the words “Legal Notice” in the subject line. Billing-related notices to Customer may be provided by email to the relevant billing contact designated by Customer. 12.4. Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction. 12.5. Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as join t venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement. 12.6. Export Compliance. Each party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not permit any User to access or use the Service in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition. 12.7. U.S. Federal Government End Use Provisions. The Service, including any software or technology provided hereunder for ultimate federal government end use, or that are otherwise subject to the Federal Acquisition Regulations (FAR), are “Commercial Items” as defined in 48 C.F.R. 2.101 and are being provided as commercial computer software and commercial computer software documentation subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If such items are acquired by or on behalf of any agency within the Department of Defense ("DOD"), then they are subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202 -3 of the DOD FAR Supplement ("DFARS") and its successors. This Section 12.7 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data. If a government agency needs additional rights beyond those customarily given by Okta to the public, Customer must negotiate with Okta a mutually acceptable written addendum to this Agreement specifically granting those rights. 12.8. Anti-Corruption. Customer agrees that it has not received or been offered any il legal or improper bribe, kickback, payment, gift, or thing of value from any of Okta’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restrictio n. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Okta. 12.9. Free Trials. If Customer uses a Free Trial, then the applicable provisions of this Agreement will govern that Free Trial, and Okta will make such Free Trial available to Customer on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Customer agreed to use such Free Trial, (b) the start date of any Service subscription purchased by Customer for such Service, or (c) termination of the Free Trial by Okta in its sole discretion. A free trial period may be extended upon mutual agreement by Okta and Customer . Notwithstanding anything to the contrary in this Agreement, a Free Trial is provided “AS IS.” OKTA MAKES NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO A FREE TRIAL. OKTA SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE OKTA’S TOTAL AGGREGATE LIABILITY Page 157 Item 5. Rev 022022 ARISING OUT OF OR RELATING TO A FREE TRIAL IS US$1,000. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 8 (“LIMITATION OF LIABILITY”), CUSTOMER SHALL NOT USE THE FREE TRIAL IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A FREE TRIAL. ANY DATA AND CONFIGURATIONS ENTERED INTO CUSTOMER’S FREE TRIAL ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE FREE TRIAL. 12.10. Entire Agreement. This Agreement, together with the Order Form(s) between Okta and Customer, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto, including any non-disclosure agreement(s), and related to the subject matter hereof are expressly superseded hereby. The parties agree that any term or condition stated in Customer’s purchase order or in any other Customer’s order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form between Okta and Customer, (2) this Agreement, and (3) the Documentation. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. 13. Definitions. 13.1. “Affiliate” means, with respect to Okta or Customer, any entity that directly or indirectly controls, is controlled by, or is under common control with Okta or Customer, respectively. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 13.2. “Free Trial” means any Okta service or functionality that Okta makes available to Customer to try at Customer’s option, at no additional charge, and which is clearly designated as “beta,” “trial,” “pre -GA,” “pilot,” “developer preview,” “free trial,” “eval uation,” “proof of concept (POC),” or by a similar designation. 13.3. “Claims” mean any third-party claims, demands, suits or proceedings. 13.4. “Confidential Information” means (a) Customer Data; (b) the Service, Documentation , and the terms and conditions of this Agreement and all Order Forms including pricing; and (c) each party’s technical and business information (including but not limited to hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business and marketing plans or opportunities, finances, vendors, penetration test results and other security information, defect and support information and metrics, and third party audit reports and attestations) that is designated by the disclosing party as confidential or the receiving party should reasonably know is confidential given the nature of the information and circumstances of disclosure. 13.5. “Customer Data” means all electronic data submitted by or on behalf of Customer to the Servi ce. 13.6. “Documentation” means Okta’s user guides and other end user documentation for the applicable Service available on the online help feature of the Service, as may be updated by Okta from time to time, including without limitation the materials available at https://support.okta.com, and the ‘Trust and Compliance’ Documentation available at https://www.okta.com/trustandcompliance. 13.7. “Effective Date” means the earlier of the last date this Agreement is executed or the first date of Customer’s access or use of the Service or Free Trial in any manner, as applicable. 13.8. “Feedback” means suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the features, functionality or operation of the Service, or the Professional Services. 13.9. “Laws” means any local, state, or national law, treaties and/or regulations applicable to a respective party. 13.10. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs. Page 158 Item 5. Rev 022022 13.11. “Non-Okta Application” means a web-based, offline, mobile, or other software application functionality that i s provided by Customer or a third party and interoperates with a Service . 13.12. “Okta Partner” means authorized reseller, distributor or other partner of Okta. 13.13. “Order Form” means an ordering document provided to Customer (directly by Okta or indirectly by an Okta Partner in connection with a Partner Sales Agreement ) that specifies the products or services purchased by Customer or any of its Affiliates under this Agreement, including any product specific terms, supplements, or addenda thereto. Order Forms do not include the terms of any preprinted terms on a Customer purchase order or other terms on a purchase order that are additional or inconsistent with the terms of this Agreement. 13.14. “Professional Services” means implementation and configuration services provid ed by Okta in connection with the Service, as described more fully in a Statement of Work. Professional Services shall not include the Service. 13.15. “Service” means the products and services subscribed to by Customer under an Order Form and made available online by Okta, including associated Okta offline or mobile components, as described in the Documentation. “Service” excludes Professional Services, Support Services, Free Trials, training services, and Non-Okta Applications. 13.16. “Statement of Work” means a document that describes certain Professional Services purchased by Customer under this Agreement and/or pursuant to an Order Form. Each Statement of Work shall incorporate this Agreement by reference. 13.17. “Support Services” means the support services provided by O kta in accordance with Okta’s then-current support policy and as identified in an Order Form. 13.18. “Term” means the term of each subscription to the Service as specified in the applicable Order Form. 13.19. “Users” means individuals (including non-human devices, such as applications or services) who are authorized by Customer to use the Service, for whom a subscription to the Service has been procured. Users may include, for example, Customer’s and its Affiliates’ employees, consultants, clients, external users, contractors, agents, and third parties with which Customer does business. Page 159 Item 5. 1 of 2 OKTA, INC. U.S. Government Addendum to Okta, Inc. Master Subscription Agreement This U.S. government addendum (“Addendum”) is incorporated into and forms part of the Okta, Inc. Master Subscription Agreement, which is generally available at https://www.okta.com/agreements (or other such titled written or electronic agreement addressing the same subject matter) between Okta and Customer (“Agreement”) and which governs the provision and use of Okta products or services. Capitalized terms used but not otherwise defined in this Addendum shal l have the meanings given to them in the Agreement. This Addendum applies to United States government customers, including entities of the United States Federal Government (“Fede ral”), as well as state, local, or public education entities created by the Laws (including constitution or statute) of the applicable state (“SLED”). Okta acknowledges that statutes and regulations governing Federal and SLED customers may sometimes require that certain terms in commercial supplier agreements be limited and may be ineffective and inoperative. Therefore, to the extent the deviations set forth in this Addendum are required by applicable Law, Okta and Customer agree that the following provisions take precedence over any conflicting terms in the Agreement: 1. Business Purpose/Grant of License. Okta acknowledges that references to “business purpose” in the Agreement includes government purposes authorized by applicable Laws. 2. FOIA/Public Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, Okta acknowledges that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information Act and any state equivalents or other applicable public disclosure Laws. Okta acknowledges that such Confidential Information, including the terms and conditions of the Agreement, related Order Forms, Statements of Work, other attachments, or pricing information, may be disclosed to third part ies upon request to the extent compelled by such Laws; provided that, prior to an y such disclosure, Customer provides prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Okta’s cost, if Okta wishes to contest t he disclosure. 3. Fees and Taxes. Okta understands that Customer may be subject to applicable Laws governing payment , including availability of funds, timing of payments, late payment interest penalties, and taxes. 4. Free Trials. In addition to any terms and conditions set forth in the Agreement governing Free Trials, (i) any Free Trial is offered without any expectation of future payment from Customer, and Okta expressly waives any future claims for payment from Customer in connection with any Free Trial; (ii) any Free Trial is provided to Customer as a Federal or SLED entity and not for the personal benefit of any specific government employee or personnel, (iii) Customer agrees it is legally permitted to receive Free Trials; and (iv) Customer agrees its use of any Free Trial does not create any conflict of interest and shall not adversely impact Okta’s or an Okta Partner’s ability to sell Okta products and services to Customer or any affiliated government entity . 5. Indemnification. (a) No Customer Indemnification Obligation. To the extent applicable Law prohibits Customer from indemnifying Okta, any terms or conditions in the Agreement requiring Customer to indemnify Okta shall be deemed void and not binding against Customer. (b) Take Down Requirement. In the event of any Claims brought against Okta alleging that Customer Data infringes or misappropriates a third party’s intellectual property rights or violates applicable Laws, or arising out of Customer's use of any Service in breach of the Agreement, the Documentation, or applicable Order Form, Okta may require, by written notice to Customer, that Customer delete from the Service any Customer Data, or cease use of the applicable Service, that is the subject of any Claims. Promptly after receiving any such notice, Customer will delete such Customer Data, or cease such applicable use of the Service, and certify such delet ion or cessation to Okta in writing. Okta shall be authorized to provide a copy of such certification to the applicable claimant. (c) Government Control of Defense. Any provision of the Agreement requiring Okta to defend or indemnify Customer is hereby amended, to the extent required by applicable Laws, to provide that the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer) has the sole right to represent the respective Federal or SLED entity in litigation and other formal proceedings. 6. Controlling Law, Venue, Disputes, and Attorneys’ Fees. Notwithstanding anything in the Agreement to the contrary: (a) Federal. As it relates to Federal entities, the Agreement and any disputes arising out of or related thereto shall be governed by U.S. Federal Law. Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by appl icable Federal Law is hereby deleted and superseded by the forum or venue required by applicable Law. If Okta believes a Federal Customer Page 160 Item 5. 2 of 2 is in breach of the Agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Law while continuing performance as set forth in Federal Acquisition Regulation 52.233 –1 (Disputes). (b) SLED. As it relates to SLED entities, the Agreement and any disputes arising out of or related thereto shall be governed by the laws of the state pursuant to which Customer is created, or else the state in which Customer’s primary headquarters or main office is geographically located. With respect to all disputes arising out of or related to the Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in such state. (c) Attorneys’ Fees. Any language requiring Customer to pay Okta’s attorneys’ fees is hereby deleted. Page 161 Item 5. Page 1 of 2 To: Mayor and Town Council From: Dan Baker, Parks and Recreation Director Through: Mario Canizares, Town Manager Robyn Battle, Executive Director Re: Custer Rd Median Maintenance Agreement Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and act upon authorizing the Town Manager to execute a Contract for Services between the Town of Prosper and V&A Landscape and Lawn to provide median maintenance services on Custer Road from US Highway 380 to Frontier Parkway. Description of Agenda Item: The Town of Prosper, through the Purchasing Department, solicited proposals for the maintenance of medians located on Custer Road from US Highway 380 to Frontier Parkway, within the Town of Prosper and the City of McKinney. V&A Landscape and Lawn has been awarded the contract through the evaluation criteria. The initial term of the contract will be one (1) year, with four (4) optional, one-year renewal periods. V&A Landscape and Lawn currently holds the contract for median maintenance for the Town’s medians and along US 380. This is a cooperative procurement process, with the Town of Prosper serving as the lead agency on behalf of the Town of Prosper and the City of McKinney. The Town of Prosper will administer the contract on behalf of both entities and process payments. It is understood that any reference to the “Town” throughout this document represents both entities. The Town of Prosper will invoice the City of McKinney for 50% of non-extra-territorial jurisdiction (ETJ) adjacent medians. The City of McKinney has chosen not to share in the cost of the ETJ adjacent areas. The Town is in the process of finalizing this agreement with the City of McKinney. The Town will invoice the City of McKinney twice per fiscal year for their share of the maintenance expense. Budget Impact: Funds are available in the Parks and Recreation account for Contracted Services, Contract will be funded in 100-5480-60-02 in the amount of $55,875.00. PARKS AND RECREATION Page 162 Item 6. Page 2 of 2 Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached documents as to form and legality. Attached Documents: 1. Partially Executed Contract for Services with Exhibits 2. Scoring Matrix 3. Bid Tab Pricing Town Staff Recommendation: Town Staff recommends the Town Council authorize the Town Manager to execute an Agreement between V&A Landscape and Lawn, and the Town of Prosper, Texas, related to the median maintenance on Custer Road from US Highway 380 to Frontier Parkway. Proposed Motion: I move to authorize the Town Manager to execute an Agreement between V&A Landscape and Lawn, and the Town of Prosper, Texas, related to the median maintenance on Custer Road from US Highway 380 to Frontier Parkway. Page 163 Item 6. Page 164 Item 6. Page 165 Item 6. Page 166 Item 6. Page 167 Item 6. Page 168 Item 6. 2024-14-A North Custer Median Mowing and Maintenance Issue Date:2/4/2024 Questions Deadline:2/13/2024 12:00 PM (CT) Response Deadline:2/20/2024 02:00 PM (CT) Contact Information Contact:Jay Carter Purchasing Manager Address:Purchasing Office Town Hall 3rd Floor 250 W. First St. P.O. Box 307 Prosper, TX 75078 Phone:(972) 569-1018 Email:jcarter@prospertx.gov Deadline: 2/20/2024 02:00 PM (CT)2024-14-APage 1 of 6 pages Exhibit A Page 169 Item 6. Event Information Number:2024-14-A Title:North Custer Median Mowing and Maintenance Type:Request for Proposals Issue Date:2/4/2024 Question Deadline:2/13/2024 12:00 PM (CT) Response Deadline:2/20/2024 02:00 PM (CT) Notes: The Town of Prosper is soliciting proposals for the mowing maintenance of medians located on North Custer Road between US380 and East Frontier Parkway, within the Town of Prosper and the City of McKinney, as described in the following specifications. The initial term of the contract will be one (1) year, with four optional, one-year renewal periods. The contract will be awarded to the vendor(s) providing the best value, as determined by the evaluation criteria as stated herein. This is a cooperative procurement process, with the Town of Prosper serving as the lead agency on behalf of the Town of Prosper and the City of McKinney. The Town of Prosper will administer the contract on behalf of both entities, and process payments. It is understood that any reference to the “Town” throughout this document is representative of both entities. The cycle frequencies stated herein are an accurate reflection of the Town’s anticipated needs. However, these are estimates, and not a commitment. Furthermore, based on need and budget contingencies, cycle frequencies may be adjusted at any time during the contract period. At no time will adjustments to the prices offered be imposed on the Town. Prices will be held firm during the contract period. The successful vendor will be required to execute a service contract. A sample of a service contract is attached to this RFP in IonWave. The questions deadline is February 13, 2024, at 12:00PM. The RFP is due on February 20, 2024, by 2:00PM and must be submitted through Ionwave. Submission names will be read at 3:00PM. Microsoft Teams meeting Join on your computer, mobile app or room device Click here to join the meeting Meeting ID: 217 252 454 58 Passcode: crSgXe II. Scope of Services Ship To Information Contact:Jay Carter, Purchasing Manager Billing Information Contact:Accounts Payable Deadline: 2/20/2024 02:00 PM (CT)2024-14-APage 2 of 6 pages Page 170 Item 6. Address:Purchasing Office Town Hall 3rd Floor 250 W. First St. P.O. Box 307 Prosper, TX 75078 Phone:(972) 569-1018 Email:jcarter@prospertx.gov Address:Finance Town Hall 3rd Floor 250 W. First St. P.O. Box 307 Prosper, TX 75078 Phone:(972) 569-1017 Email:ap@prospertx.gov Bid Attachments 2024-14-A North Custer Road Mowing and Median Maintenance.pdf Download 2024-14-A North Custer Road Mowing and Median Maintenance Standard Terms and Conditions for Procurements V 4-24-20.pdf Download Standard Terms and Conditions for Procurements Standard Contract for Services Version 05-25-2022.docx Download Standard Contract for Services Version 05-25-2022 References Worksheet - fillable.pdf Download References Worksheet - fillable Machinery and Equipment List Worksheet.pdf Download Machinery and Equipment List Worksheet CIQ-2021.pdf Download Conflict of Interest Questionnaire Vendor Information Form.pdf Download Vendor Information Form Insurance_Requirements_for_General_Services_R7-25-19 (1).pdf Download Insurance Requirements for General Services Requested Attachments CIQ-2021 (Conflict of Interest Form) (Attachment required) CIQ-2021 (Conflict of Interest Form) RFP Submission (Attachment required) All documents related to RFP in one file Bid Attributes 1 Terms and Conditions Acknowledgement I have read, understand and agree to all terms and conditions contained in this solicitation. I Agree (Required: Check if applicable) Deadline: 2/20/2024 02:00 PM (CT)2024-14-APage 3 of 6 pages Page 171 Item 6. 2 Certification By checking this box, submitter hereby certifies that he/she understands the specifications, has read the document in its entirety and that the prices contained in this bid/proposal have been carefully reviewed and are submitted as correct and final. Vendor further certifies and agrees to furnish any or all products/services upon which prices are extended at the price offered, in accordance with the terms and conditions contained herein. Vendor agrees that acceptance of any or all items by the Town of Prosper, Texas, within the time frame indicated in this solicitation, constitutes a contract. The individual submitting this bid/proposal certifies that he/she is a legal agent of the company, authorized to submit on behalf of the company, and is legally responsible for the decisions as to the prices and supporting documentation provided. I Agree (Required: Check if applicable) 3 Addendum No. 1 By checking this box, vendor acknowledges receipt and understanding of Addendum No. 1 (if issued by the Town of Prosper). I Agree (Optional: Check if applicable) 4 Addendum No. 2 By checking this box, vendor acknowledges receipt and understanding of Addendum No. 2 (if issued by the Town of Prosper). I Agree (Optional: Check if applicable) 5 Addendum No. 3 By checking this box, vendor acknowledges receipt and understanding of Addendum No. 3 (if issued by the Town of Prosper). I Agree (Optional: Check if applicable) 6 Addendum No. 4 By checking this box, vendor acknowledges receipt and understanding of Addendum No. 4 (if issued by the Town of Prosper). I Agree (Optional: Check if applicable) 7 Addendum No. 5 By checking this box, vendor acknowledges receipt and understanding of Addendum No. 5 (if issued by the Town of Prosper). I Agree (Optional: Check if applicable) Bid Lines 1 Turf Maintenance Service Quantity:24 UOM:EA Unit Price:$Total:$ Supplier Notes: No bid Alternate specification (Attach separate sheet) Additional notes (Attach separate sheet) Deadline: 2/20/2024 02:00 PM (CT)2024-14-APage 4 of 6 pages Page 172 Item 6. 2 Litter and Debris removal for all non-mowing days (52 weeks x 3 times per week=156-31 mowing days = 125) Quantity:125 UOM:EA Unit Price:$Total:$ Supplier Notes: No bid Alternate specification (Attach separate sheet) Additional notes (Attach separate sheet) 3 Apply 2 pre-emergent treatments Quantity:2 UOM:EA Unit Price:$Total:$ Supplier Notes: No bid Alternate specification (Attach separate sheet) Additional notes (Attach separate sheet) 4 Apply 2 post-emergent treatments and ant bait/mound treatments once per month as needed March through November Quantity:2 UOM:EA Unit Price:$Total:$ Supplier Notes: No bid Alternate specification (Attach separate sheet) Additional notes (Attach separate sheet) Deadline: 2/20/2024 02:00 PM (CT)2024-14-APage 5 of 6 pages Page 173 Item 6. Supplier Information Company Name: Contact Name: Address: Phone: Fax: Email: Supplier Notes By submitting your response, you certify that you are authorized to represent and bind your company. Print Name Signature Deadline: 2/20/2024 02:00 PM (CT)2024-14-APage 6 of 6 pages Page 174 Item 6. Town of Prosper Request for Proposal No. 2024-14-A North Custer Road Median Mowing and Maintenance I. Introduction The Town of Prosper is soliciting proposals for the mowing maintenance of medians located on North Custer Road between US380 and East Frontier Parkway, within the Town of Prosper and the City of McKinney, as described in the following specifications. The initial term of the contract will be one (1) year, with four optional, one-year renewal periods. The contract will be awarded to the vendor(s) providing the best value, as determined by the evaluation criteria as stated herein. This is a cooperative procurement process, with the Town of Prosper serving as the lead agency on behalf of the Town of Prosper and the City of McKinney. The Town of Prosper will administer the contract on behalf of both entities, and process payments. It is understood that any reference to the “Town” throughout this document is representative of both entities. The cycle frequencies stated herein are an accurate reflection of the Town’s anticipated needs. However, these are estimates, and not a commitment. Furthermore, based on need and budget contingencies, cycle frequencies may be adjusted at any time during the contract period. At no time will adjustments to the prices offered be imposed on the Town. Prices will be held firm during the contract period. The successful vendor will be required to execute a service contract. A sample of a service contract is attached to this RFP in IonWave. The questions deadline is February 13, 2024, at 12:00PM. The RFP is due on February 20, 2024, by 2:00PM and must be submitted through Ionwave. Submission names will be read at 3:00PM. Microsoft Teams meeting Join on your computer, mobile app or room device Click here to join the meeting Meeting ID: 217 252 454 58 Passcode: crSgXe II. Scope of Services The successful vendor shall perform all services in accordance with the following conditions, at the locations outlined in Exhibit A: A. Turf Maintenance 1. All turf areas will be mowed, edged, trimmed and blown for each scheduled cycle during the growing season, and as needed during the non-growing season. 2. All major turf areas will be mowed with commercial walk-behind and/or riding mowers. 3. In areas where heavier equipment could potentially damage the turf, line trimmers will be operated. 4. Pre-emergent will be applied once in the Fall and once in the Spring. Post-emergent will Page 175 Item 6. be applied 3 to 4 times throughout the growing season. B. Edging 1. All edging of curbs will be performed with a gas-powered steel blade, for each scheduled cycle during the growing season, and as needed during the non-growing season. C. Trash and Debris Removal 1. All trash and debris, regardless of size, quantity, or type, shall be removed from all turf and bed areas (if applicable), in conjunction with each scheduled turf maintenance cycle during the growing season, and as needed during the non-growing season. Trash is to be removed prior to mowing. D. Beds (If applicable) 1. Beds should be de-weeded, shrubbery/bushes trimmed as needed, ant treatment applied, maintain 3-inches of mulch in all beds, pre-emergent and post-emergent applied when applicable, and trees maintained. E. Other Conditions 1. Unless otherwise instructed, the successful vendor(s) shall accomplish all tasks listed on a regular schedule, as agreed upon by the proposer and the department representative. Any variance from the prescribed schedule will require a minimum of twenty-four hour advance notification to the designated department representative. All mowing is to be accomplished Monday through Saturday, between the hours of 7am-7pm, weather permitting. It will be considered a breach of the contract if the schedule is repeatedly missed. 2. The successful vendor(s) will be required to send an e-mail to a designated Town department representative to report proposed schedules and work accomplished every week that maintenance is accomplished under this agreement. The vendor will be responsible for notifying Town personnel when they are onsite. Failure to follow this will result in a no payment for that week. 3. The successful vendor(s) shall set mowing equipment to a height no less than 2 ½” unless otherwise instructed by the designated Town department representative. All changes in the mowing height are to be approved by the Town department representative. In an effort not to bag lawn clippings, mulching mowers are preferred over mowers that throw clippings into rows. 4. If the mowing and/or bed maintenance is unsatisfactory, the Town reserves the right to reduce payment by 50%. 5. The successful vendor(s) shall furnish all supplies, tools, and equipment to be used on the job. 6. The successful vendor(s) shall comply with all applicable governmental laws and Page 176 Item 6. regulations. 7. The Town shall not be liable for any loss or damage sustained by the successful vendor(s). The successful vendor(s) shall save the Town whole and harmless from any and all claims for liability or damage of whatsoever nature and kind, including cost of court and attorney's fees, suffered or asserted to have been suffered by any person or to any property of any person whomsoever, growing out of or resulting from or in any way connected with the performance of work under this agreement. The successful vendor(s) shall exercise every necessary precaution for the safety of the worksite and the protection of any and all persons and/or property located adjacent to or making passage through the work site. 8. The successful vendor(s) shall fill out invoice forms for monthly payments. 9. The successful vendor(s) shall operate as an independent contractor and not as an agent, representative, partner, or employee of the Town, and shall control the operations at the work site, and be solely responsible for the acts of omissions of the successful vendor(s) employees or agents. 10. Unit prices are to reflect the charges for mowing and associated tasks at each location. 11. A proposal constitutes understanding and acceptance of all terms, conditions, instruction, glossary, specifications, forms, and statements contained in this proposal document. 12. The successful vendor(s) shall exercise extreme caution while working on medians, roadsides, and high traffic areas. TX DOT approved safety vests, traffic cones, and "men working" signage are required when crews are working in any traffic situations. 13. The Town representatives reserves the right to cancel scheduled mowing cycles on a week-to-week basis, based upon need, prevailing weather conditions, and available funding. 14. The service will be monitored by the Town of Prosper Park and Recreation staff. Contact information will be provided to the successful vendor(s). 15. Responses shall include a complete "list of machinery and equipment available" in order to determine whether or not the vendor can adequately perform the necessary work. All equipment the vendor anticipates committing to this contract, if awarded, should be included on the Machinery and Equipment Worksheet (Attachment B). Past experience has shown that it is absolutely essential to have adequate back-up equipment in reserve to allow for breakdowns. a. Insufficient and/or inadequate equipment as determined by the Town is cause for rejection of a proposal. b. All mowers will be finish mowers. c. No tractor drawn mowers will be allowed, unless approved by Parks and Recreation staff. Page 177 Item 6. d. Contractor equipment must be maintained in good operating condition and in sufficient quantities to adequately perform all services. e. The contractor is responsible for performing scheduled maintenance on all equipment used for the contract. As part of his proposal the contractor must submit proof of an active Preventative Maintenance Equipment Program. Proof of an active and successful Preventative Maintenance Program will be used in evaluation of the proposal. 16. It is mandatory that a review of the contracted area be conducted prior to award of contract. The review shall be attended by the recommended vendor(s) and the Town department representative. 17. Ozone Alert Days: On ozone alert days, vendor(s) is required to refrain from mowing until after 10 A.M., unless diesel powered equipment is used. The North Texas Clean Air Coalition offers an ozone alert hotline at 1-800-960-4247. This number can be called daily for current ozone conditions. It is the responsibility of the successful bidder to be aware of ozone alert conditions. Failure to comply with these standards will be grounds for the following: a. The first offense will result in a verbal warning. b. The second offense will result in a written warning. c. The third offense will result in contract termination. 18. After abundant rainfall, it may be necessary to mow selected areas twice per week in lieu of the specified once per week. Town personnel will determine if needed. 19. Hazardous Conditions a. The successful vendor(s) will be required to notify the Town department representative immediately of any hazardous conditions and/or damaged Town property prior to leaving the work site. Contact information will be provided to the successful vendor(s). 20. Concurrent Contracts a. In the event that any one vendor shall receive contracts for mowing in more than one project area, work shall proceed simultaneously in all such areas assigned. 21. Supervision of Work Crew a. The successful vendor(s) shall provide supervision of all work crews at all times while performing work under this contract. b. Personal supervision is not required, provided that communication equipment or other means are provided that enable the work crew to communicate with the successful vendor(s) at all times. Page 178 Item 6. c. Each work crew shall have a designated person on the work site that has the authority to respond to inquiries about work details or priorities in English. d. The successful vendor(s) shall provide the Town department representative with the name and phone number of a designated contact person available during normal business hours. 22. Safety Program a. The vendor(s) should have an established on-going safety training program that addresses issues such as proper safety equipment, equipment operating procedures, general safety awareness, etc. 23. Additional Reporting and Notifications a. A chemical record sheet will be provided to the Town once a month showing amounts/rates/types of products used. b. A 72-hour notice of chemical application will need to be emailed to all of the contacts for the Town. The Town will need to be onsite to verify application of chemicals. c. A call or text to the list of people in the Town responsible for oversight of this contract will be required when the vendor is on site. Failure to comply with this step will result in a no show/no pay for that period. d. In the event that a leak is found in the irrigation system in the medians, the vendor must immediately report it to the Town. III. Glossary of Terms A. Mowing project area shall refer to specific geographic area(s) of the Town designated to receive specified mowing and related services. B. Maintenance schedule shall mean the time periods established by the Town for the project year within which all prescribed maintenance activities for each area shall be completed. The successful bidder and area Inspector will agree on a regular day and time for maintenance at each location. If the successful bidder expects to vary from the schedule, he/she shall notify area Inspector 24 hours in advance, so work completion can be inspected in a timely manner. C. Concurrent shall refer to all mowing, trimming, edging, and litter removal on any given item being completed on the same day. Should a given area be too large to complete in a single day, any areas that have been mowed must be trimmed, edged, and litter removed on the same day the mowing occurs. D. Monthly billing cycle shall refer to each time period in the mowing schedule for the project year. Each time period is defined by a beginning and ending date, in which all prescribed maintenance activities for each area shall be completed. Page 179 Item 6. E. Inclement weather shall mean rainy weather or when the condition of the soil is such that the rutting of property will not allow cutting of grass to be accomplished satisfactorily. F. Trash and litter shall mean any debris, regardless of size or type, within the mowing project area such as paper, cans, bottles, limbs, rocks, etc., which is not intended to be present as part of the landscape. Inclusive of the entire project area including streets, sidewalks, curbs, hillsides, ditches, etc. (Where tree/brush/shrub lines or mowing edge determines the area, the successful bidder will extract litter an additional three (3) feet. Where tree/brush/shrub lines are in front of fence the fence will be the determining boundary). Removal of debris will require sweeping of hard surface areas such as sidewalks. G. Trimming shall refer to the cutting or removal of all plant materials immediately adjacent to or under Town structures, trees, poles, tables, signs, fences, shrub beds, or other structures. H. Edging shall refer to the vertical removal of any and all plant material which encroaches over or onto sidewalks, curbs, steps, driveways, and pavements. Edges shall be vertical, minimum depth of 1", and minimum width of 1/4". This task must be done neatly to present a clean, crisp appearance, having a smooth line. Line trimmer accepted along fences and poles. I. Monofilament Trimming shall refer to trimming grass around fences, buildings, tree wells and posts. Do not directly use around the trunks of trees. IV. Insurance ALL RESPONDENTS must submit, with the bid, proof of insurance coverage as stipulated in Exhibit B. Proof shall be by submission of copies of current policies or current Certificates of Insurance, including the effective dates of coverage. Any provisions outlined in Exhibit A will be required of the successful firm only. Prior to the execution of this contract, the successful firm will supply the Purchasing Office with an original certificate of insurance evidencing the stated requirements. This insurance shall be effective for the contract duration and renewal certificates shall also be supplied upon expiration. V. Questions Deadline The Town of Prosper requires that all questions relating to this bid be submitted in writing to Stephanie Mays, at purchasing@prospertx.gov or through IonWave by 12:00pm on Tuesday, February 20, 2024. No questions will be answered over the phone. Questions in regard to the specifications will only be accepted until the stated deadline. VI. Submittals The preferred method for submissions is through IonWave. Submittals will be due on February 20, 2024, by 2:00PM. The names of the vendors that have submitted responses to the RFP will be read at 3:00PM. The link below will provide access to the response reading. No pricing will be read as there are other criteria that have to be considered. Page 180 Item 6. Microsoft Teams meeting Join on your computer, mobile app or room device Click here to join the meeting Meeting ID: 217 252 454 58 Passcode: crSgXe In order for your proposals to be considered responsive, the following information should be submitted with your proposal: A. Pricing Worksheet (Attachment A) B. Machinery and Equipment Worksheet (Attachment B) 1. List the type of equipment to be utilized to service the contract, including the age of equipment. 2. Provide details of established Preventative Equipment Maintenance Program C. Vendor Information Worksheet (Attachment C) D. Work History and References Provide a minimum of three (3) current references for the same or similar service as described in this proposal document, preferably for a municipality. Please provide the following information for each reference provided on the References Worksheet (Attachment D): 1. Company Name 2. Contact Person 3. Company Address 4. Contact Phone Number 5. Contact Fax Number 6. Effective Dates 7. Description of Services E. Additional Information Include any additional information that you feel will assist the Town in the selection process. F. Additional Forms 1. Proof of Insurance 2. Certification Form VII. Evaluation Criteria A review committee will judge the merit of proposals received in accordance with the requirements defined herein. Failure of vendor to provide in their proposal any information requested in this CSP may result in disqualification of the proposals. The sole objective of the review committee will be to select the proposal that provides the best value to the Town of Prosper. Page 181 Item 6. The contract will be awarded based on the following evaluation criteria: A. Cost as evidenced in VI. Submittals, Section A. (30%) B. Equipment as evidenced in VI. Submittals, Section B. (15%) C. Staffing as evidence in VI. Submittals, Section C. (20%) D. Work History and References as evidenced in VI. Submittals, Section D. (20%) E. Ability to meet the Town's needs, as evidenced in VI. Submittals, all sections (15%) Page 182 Item 6. EXHIBIT A The mowing and other services will start at North Custer and US380 and end at North Custer and East Frontier Parkway Page 183 Item 6. EXHIBIT B INSURANCE REQUIREMENTS GENERAL SERVICES Services performed on Town property, including but not limited to: Installation, Landscape, Maintenance, Custodial, Electrical, Painting, Welding, Plumbing, Transportation, Street Sweeping, Fireworks, Moving, Uniforms, Concessions, etc. Vendor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the vendor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the vendor. A certificate of insurance meeting all requirements and provisions outlined herein shall be provided to the Town prior to any services being performed or rendered. Renewal certificates shall also be supplied upon expiration. A. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. ISO Form Number GL 00 01 (or similar form) covering Commercial General Liability. “Occurrence” form only, “claims made” forms are unacceptable. 2. Workers Compensation insurance as required by the Labor Code of the State of Texas, including Employers’ Liability Insurance. 3. Automobile Liability as required by the State of Texas, covering all owned, hired, or non-owned vehicles. Automobile Liability is only required if vehicle(s) will be used under this contract. B. MINIMUM LIMITS OF INSURANCE Vendor shall maintain limits throughout contract not less than: 1. Commercial General Liability: $500,000 per occurrence / $1,000,000 in the aggregate for third party bodily injury, personal injury and property damage. Policy will include coverage for: a. Premises / Operations b. Broad Form Contractual Liability c. Products and Completed Operations d. Personal Injury e. Broad Form Property Damage 2. Workers Compensation and Employer’s Liability: Workers Compensation limits as required by the Labor Code of the State of Texas and Statutory Employer’s Liability minimum limits of $100,000 each accident, $300,000 Disease - Policy Limit, and $100,000 Disease – Each Employee. 3. Automobile Liability: $500,000 Combined Single Limit. Limits can only be reduced if approved by the Town. Automobile liability shall apply to all owned, hired, and non-owned autos. C. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductible or self-insured retention in excess of $10,000 must be declared to and approved by the Town. D. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain the following provisions: 1. General Liability and Automobile Liability Coverages: a. The Town, 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 vendor, products and completed Page 184 Item 6. operations of the vendor, premises owned, occupied or used by the vendor. The coverage shall contain no special limitations on the scope of protection afforded to the Town, its officers, officials, employees or volunteers. b. The vendor’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, employees or volunteers shall be in excess of the vendor’s insurance and shall not contribute with it. c. 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. d. The vendor’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 limit of liability. 2. Workers Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subrogation against the Town, its officers, officials, employees and volunteers for losses arising from work performed by the vendor for the Town. 3. All Coverages: Each insurance policy required by this clause 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. E. ACCEPTABILITY OF INSURERS The Town prefers that insurance be placed with insurers with an A.M. Best’s rating of no less than A- VI, or better. F. VERIFICATION OF COVERAGE Upon award of contract the Vendor shall provide the Town certificates of insurance indicating the coverages required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance similar to the ACORD Form are acceptable. Town will not accept Memorandums of Insurance or Binders as proof of insurance. The Town reserves the right to require complete, certified copies of all required insurance policies at any time. Page 185 Item 6. Attachment A Pricing Worksheet North Custer Road Median Mowing and Maintenance Base Proposal Jan Feb March April May June July Aug Sept Oct Nov Dec Total: 1. Turf Maintenance * * 2 4 4 4 2 2 2 2 2 * 24 The cycle frequencies stated herein are an accurate reflection of the Town’s anticipated needs. However, these are estimates, and not a commitment. Furthermore, based on need and budget contingencies, cycle frequencies may be adjusted at any time during the contract period. At no time will adjustments to the prices offered be imposed on the Town. Prices will be held firm during the contract period. *Trash and debris removal only Base Proposal 1. Turf Maintenance All turf areas will be mowed, edged, trimmed and blown per the schedule above. Price per cycle to include litter and debris removal service on same day. If additional cycles are necessary during growing or non-growing seasons, the same services will be performed by the end of the next day following the request, at the per cycle rate proposed. Total Cost for Turf Maintenance: $ x 24 = Annual Cost: $ 2. Trash and Debris Removal Trash and debris removal service to total 3 times per week including day of mowing. If additional services are necessary during growing or non-growing seasons, the same services will be performed by the end of the next day following the request, at the per service rate proposed. Total Cost for Trash and Debris removal: $ x 125 = Annual Cost: $ 3. Total Annual Cost (No. 1 + No. 2) Grand Total Annual Cost: $ 4. Pricing Pre-Emergent Treatment Spray pre-emergent to medians, from US380 North on Custer to East Frontier Parkway Lane on all medians two times per year, after first mowing. Unit Price per Service: $ Page 186 Item 6. Post Emergent Treatment Spray or pull any visible weeds from cracks in concrete once per month. Turf spray any visible weeds once per month March through November. Ant bait and ant mound treatments once per month March through November. Unit Price per Service $_____________________________ Page 187 Item 6. Attachment B Machinery and Equipment List Worksheet It is represented as part of this bid that the below listed items of machinery and equipment are available for use on the work covered by this bid. "Being Available" shall mean that the equipment is owned or under the control of the vendor submitting this proposal. NO. OF UNITS TYPE OF EQUIPMENT If additional space is needed, continue on additional pages and attach to this form Page 188 Item 6. Attachment C Vendor Information Form VENDOR INFORMATION Number of employees: Full time _________________________ Number of employees: Part time: _________________________ Length of time in business: _________________________ Physical location of business (full address, including city, state & zip code): ______________________________________________________________________________ ______________________________________________________________________________ VENDOR CONTACTS The successful vendor must provide, to a designated Park Operations Representative, a valid telephone number and name of designated company representative. The telephone number must be answered on workdays, Monday-Friday, 7:00 AM to 5:00 PM. An alternate or emergency telephone number must also be provided to the Park Operations Representative. Failure to provide this information may be considered a reason to terminate the contract. Company Representative: _________________________________________________________ Company Telephone Number (including are code): ____________________________________ Emergency Telephone Number (including are code): ___________________________________ SUBCONTRACTOR INFORMATION The Proposer must provide the following information for any portion of work under this contract being subcontracted. All subcontractors will be approved by the Town of Prosper prior to commencement of work. Name: _____________________________________________ Type of Work: _____________________________________________ Amount: _____________________________________________ Portion of work by proposer: ____________% Portion of work by sub-contractor: ____________% Page 189 Item 6. Attachment D References Please provide at least three (3) references for the same or similar services as the Town has specified in the proposal, in the spaces provided below. Company Name: Contact Name: Address: Phone: Fax: Effective Dates: Description of Services: Company Name: Contact Name: Address: Phone: Fax: Effective Dates: Description of Services: Company Name: Contact Name: Address: Phone: Fax: Effective Dates: Description of Services: Page 190 Item 6. Town of Prosper RFP No. 2024-14-A North Custer Road Median Mowing and Maintenance Certification Form Company Information The following information must be provided in its entirety for your proposal to be considered: Company Name: Principal Place of Business Address: Principal Place of Business City, State, Zip: Principal Place of Business Phone Number: Principal Place of Business Fax Number: Remittance Address (if different from above): Remittance City, State, Zip: Tax Identification No: Addendums If an addendum to this proposal is issued, acknowledge addendum by initialing beside the addendum number: Add. No. 1 _______ Add. No. 2 ________ Add. No. 3 ________ Add. No. 4 ________ Add. No. 5_______ Certification The undersigned hereby certifies that he/she understands the specifications, has read the document in its entirety and that the prices contained in this proposal have been carefully reviewed and are submitted as correct and final. Vendor further certifies and agrees to furnish any or all products/services upon which prices are extended at the price offered, in accordance with the terms and conditions contained herein. Vendor agrees that acceptance of any or all items by the Town of Prosper, Texas, within the time frame indicated in this proposal, constitutes a contract. The individual signing this proposal certifies that he/she is a legal agent of the company, authorized to submit on behalf of the company, and is legally responsible for the decisions as to the prices and supporting documentation provided. Authorized Representative: Signature Date Printed Name Title Email Address Page 191 Item 6. 2024-14-A Addendum 1 V&A Landscape and Lawn Supplier Response Event Information Number:2024-14-A Addendum 1 Title:North Custer Median Mowing and Maintenance Type:Request for Proposals Issue Date:2/4/2024 Deadline:2/20/2024 02:00 PM (CT) Notes:The Town of Prosper is soliciting proposals for the mowing maintenance of medians located on North Custer Road between US380 and East Frontier Parkway, within the Town of Prosper and the City of McKinney, as described in the following specifications. The initial term of the contract will be one (1) year, with four optional, one- year renewal periods. The contract will be awarded to the vendor(s) providing the best value, as determined by the evaluation criteria as stated herein. This is a cooperative procurement process, with the Town of Prosper serving as the lead agency on behalf of the Town of Prosper and the City of McKinney. The Town of Prosper will administer the contract on behalf of both entities, and process payments. It is understood that any reference to the “Town” throughout this document is representative of both entities. The cycle frequencies stated herein are an accurate reflection of the Town’s anticipated needs. However, these are estimates, and not a commitment. Furthermore, based on need and budget contingencies, cycle frequencies may be adjusted at any time during the contract period. At no time will adjustments to the prices offered be imposed on the Town. Prices will be held firm during the contract period. The successful vendor will be required to execute a service contract. A Vendor: V&A Landscape and Lawn 2024-14-A Addendum 1Page 1 of 4 pages Exhibit B Page 192 Item 6. sample of a service contract is attached to this RFP in IonWave. The questions deadline is February 13, 2024, at 12:00PM. The RFP is due on February 20, 2024, by 2:00PM and must be submitted through Ionwave. Submission names will be read at 3:00PM. Microsoft Teams meeting Join on your computer, mobile app or room device Click here to join the meeting Meeting ID: 217 252 454 58 Passcode: crSgXe II. Scope of Services Contact Information Contact:Jay Carter Purchasing Manager Address:Purchasing Office Town Hall 3rd Floor 250 W. First St. P.O. Box 307 Prosper, TX 75078 Phone:(972) 569-1018 Email:jcarter@prospertx.gov Vendor: V&A Landscape and Lawn 2024-14-A Addendum 1Page 2 of 4 pages Page 193 Item 6. V&A Landscape and Lawn Information Address:8287 Falcon Ct Prosper, TX 75078 Phone:(214) 675-6103 Toll Free:(214) 675-6103 Email:valandscapeandlawn@gmail.com By submitting your response, you certify that you are authorized to represent and bind your company. Vincent Pascale valandscapeandlawn@gmail.com Signature Email Submitted at 2/20/2024 05:05:10 AM (CT) Supplier Note Thank you for this opportunity It has been a pleasure working for The Town of Prosper in the past. Vincent Pascale Requested Attachments CIQ-2021 (Conflict of Interest Form)Scan0967.pdf CIQ-2021 (Conflict of Interest Form) RFP Submission Scan0968.pdf All documents related to RFP in one file Bid Attributes 1 Terms and Conditions Acknowledgement I have read, understand and agree to all terms and conditions contained in this solicitation. I Agree 2 Certification By checking this box, submitter hereby certifies that he/she understands the specifications, has read the document in its entirety and that the prices contained in this bid/proposal have been carefully reviewed and are submitted as correct and final. Vendor further certifies and agrees to furnish any or all products/services upon which prices are extended at the price offered, in accordance with the terms and conditions contained herein. Vendor agrees that acceptance of any or all items by the Town of Prosper, Texas, within the time frame indicated in this solicitation, constitutes a contract. The individual submitting this bid/proposal certifies that he/she is a legal agent of the company, authorized to submit on behalf of the company, and is legally responsible for the decisions as to the prices and supporting documentation provided. I Agree 3 Addendum No. 1 By checking this box, vendor acknowledges receipt and understanding of Addendum No. 1 (if issued by the Town of Prosper). I Agree Vendor: V&A Landscape and Lawn 2024-14-A Addendum 1Page 3 of 4 pages Page 194 Item 6. 4 Addendum No. 2 By checking this box, vendor acknowledges receipt and understanding of Addendum No. 2 (if issued by the Town of Prosper). I Agree 5 Addendum No. 3 By checking this box, vendor acknowledges receipt and understanding of Addendum No. 3 (if issued by the Town of Prosper). I Agree 6 Addendum No. 4 By checking this box, vendor acknowledges receipt and understanding of Addendum No. 4 (if issued by the Town of Prosper). I Agree 7 Addendum No. 5 By checking this box, vendor acknowledges receipt and understanding of Addendum No. 5 (if issued by the Town of Prosper). I Agree Bid Lines 1 Turf Maintenance Service Quantity:24 UOM:EA Unit Price:$1,500.00 Total:$36,000.00 2 Litter and Debris removal for all non-mowing days (52 weeks x 3 times per week=156-31 mowing days = 125) Quantity:125 UOM:EA Unit Price:$95.00 Total:$11,875.00 3 Apply 2 pre-emergent treatments Quantity:2 UOM:EA Unit Price:$2,000.00 Total:$4,000.00 4 Apply 2 post-emergent treatments and ant bait/mound treatments once per month as needed March through November Quantity:2 UOM:EA Unit Price:$2,000.00 Total:$4,000.00 Response Total: $55,875.00 Vendor: V&A Landscape and Lawn 2024-14-A Addendum 1Page 4 of 4 pages Page 195 Item 6. RFP NO. 2024-14-A EVALUATION CRITERIA WEIGHTING POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE Cost Proposal 30%2.61 0.78 3.94 1.18 10.00 3.00 7.49 2.25 5.11 1.53 Ability to Meet Town's Needs 15%0.67 0.10 4.67 0.70 6.92 1.04 9.42 1.41 6.92 1.04 Equipment 15%0.00 0.00 1.00 0.15 7.17 1.08 9.67 1.45 9.83 1.48 Staffing 20%0.00 0.00 10.00 2.00 6.83 1.37 9.17 1.83 9.83 1.97 Work History and References 20%0.00 0.00 2.00 0.40 0.00 0.00 10.00 2.00 2.00 0.40 TOTAL 100%0.88 4.43 6.48 8.94 6.41 Yellowstone Landscape Custer Road Median Mowing and Maintenance EVALUATION MATRIX Pace Construction Services Trevino's Landscaping V&A Landscape and Lawn Cut with Craft Page 196 Item 6. Solicitation Number Solicitation Title Close Date Responding Contractor City State Response Submitted Response Total Trevinos Landscaping Greenville TX 2/19/2024 03:14:07 PM (CT)$41,850.00 V&A Landscape and Lawn Prosper TX 2/20/2024 05:05:10 AM (CT)$55,875.00 Yellowstone Landscape Dallas TX 2/13/2024 10:41:03 AM (CT)$81,885.00 Pace Construction Services Melissa TX 2/19/2024 03:44:44 PM (CT)$106,100.00 Cut With Craft PROSPER TX 2/20/2024 01:59:57 PM (CT)$160,300.00 Certified by: Jay Carter, NIGP-CPP, CPPB, C.P.M. Certified On: February 20, 2024 Purchasing Manager Town of Prosper, Texas **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 for inspection at that time. TOWN OF PROSPER PROPOSAL TABULATION SUMMARY Custer Road Median Mowing 02/20/2024 2:00PM RFP No. 2024-14-A 2022-63-B Addendum 2 - Page 1 Page 197 Item 6. Page 1 of 2 To: Mayor and Town Council From: Chuck Ewings, Assistant Town Manager Through: Mario Canizares, Town Manager Re: Authorize Payment of Repairs to Wastewater Camera Van Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and authorize final payment to Coach Specialists of Texas, Inc., for the repair of a 2020 Ford Transit Cargo Van. Description of Agenda Item: Last June a van public works uses to inspect wastewater lines was involved in an accident when another motorist struck the van causing significant damage. Repairs have been completed and the cost exceeds the authority the Town Manager has to approve, therefore, council must authorize the expense. The final cost is $78,419.94 and all except the Town’s $500 deductible has been reimbursed by the Town’s insurance provider. Budget Impact: The budget impact is the $500 deductible. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached documents as to form and legality. Attached Documents: 1. Final Invoice Town Staff Recommendation: Town Staff recommends authorizing final payment in the amount of $78,419.94 to Coach Specialists of Texas, Inc., for the repair of the 2020 Ford Transit Cargo Van. PUBLIC WORKS Page 198 Item 7. Page 2 of 2 Proposed Motion: I move to authorize final payment in the amount of $78,419.94 to Coach Specialists of Texas, Inc., for the repair of the 2020 Ford Transit Cargo Van. Page 199 Item 7. Coach Specialists of Texas, Inc.Workfile ID: PartsShare: 6b36d8c1 DFW's Elite Coach/RV Center! 1570 Highway 157 N. ; Bldg. 100, Mansfield, TX 76063 Phone: (817) 842-1144 FAX: (817) 842-1143 Final Bill RO Number: 10018 Customer: Insurance: Adjuster: Estimator: David Matthews Town of Prosper GLOBAL RISK SOLUTIONS Phone: Create Date: 6/20/2023 Claim: AU194171 Loss Date: (214) 250-1252 Deductible: 500.00 2020 FORD Transit Cargo Van T-350 HD EL High Roof 148" WB 10360# GVWR RWD w/Dual Rear Wheels 3D VAN 6-3.5L Turbocharged Gasoline Gasoline Direct Injection White VIN: 1FTRS4XG5LKA65320 Interior Color: Mileage In: 8,468 Vehicle Out: 1/31/2024 License: 1440503 Exterior Color: White Mileage Out: State: TX Production Date: Condition: Job #: Line Ver Operation Description Qty Extended Price $ Part Type Labor Type Paint 1 S01 *UPDATED RATES* 2 S01 3 E01 PILLARS, ROCKER & FLOOR 4 S01 Repair LT Aperture panel NOTE: Repair for adjacent welded panel removal/weld burn 3.0 Body 4.3 5 S01 Add for Clear Coat 6 S01 Repair LT Upper extn high roof NOTE: Repair for adjacent welded panel removal/weld burn 2.0 Body 1.4 7 S01 Add for Clear Coat 8 E01 Blend Fuel door 0.2 9 E01 Remove/Install Fuel door 0.0 Body 10 S01 Remove/Install Fuel pocket gas engines 0.4 Body 11 S01 Remove/Replace LT Front Door Opening Lower Blackout Tape 1 10.00T OEM 0.2 Body 12 E01 Remove/Install LT Frt rocker mldg 0.0 Body 13 E01 Remove/Replace LT Rear rocker mldg long wheelbase 1 162.47T OEM 0.0 Body 14 E01 Remove/Install LT Pillar molding w/o side load door gas engines 0.0 Body 15 S01 Remove/Install LT Upr ctr plr trim van medium, high roof 0.2 Body 16 S01 Remove/Install LT Lower trim van medium, high roof 0.2 Body 17 S01 Remove/Install LT Step cover 0.3 Body 18 S01 Remove/Install LT Scuff plate 0.2 Body 19 S03 Repair LT Reinf bracket 2.0 Body 0.3 20 S03 Add for Clear Coat 0.1 21 S01 Remove/Install LT Upper w'strip medium, high roof 0.2 Body T = Taxable Item, RPD = Related Prior Damage, AA = Appearance Allowance, UPD = Unrelated Prior Damage, PDR = Paintless Dent Repair, A/M = Aftermarket, Rechr = Rechromed, Reman = Remanufactured, OEM = New Original Equipment Manufacturer, Recor = Re-cored, RECOND = Reconditioned, LKQ = Like Kind Quality or Used, Diag = Diagnostic, Elec = Electrical, Mech = Mechanical, Ref = Refinish, Struc = Structural 2/20/2024 10:08:45 AM Page 1 7qfSxd Page 200 Item 7. Final Bill RO Number: 10018 2020 FORD Transit Cargo Van T-350 HD EL High Roof 148" WB 10360# GVWR RWD w/Dual Rear Wheels 3D VAN 6-3.5L Turbocharged Gasoline Gasoline Direct Injection White 22 S01 Remove/Install LT Rear w'strip w/medium, high roof 0.2 Body 23 S01 Remove/Install LT Center seal 0.2 Body 24 S01 Remove/Install LT Surround w'strip medium, high roof 0.0 Body 25 S01 Remove/Install LT Lower seal 0.0 Body 26 E01 FRONT DOOR 27 S01 Blend LT Outer panel medium, high roof 1.4 28 S01 Repair Remove Decals for Repair/Refinish Access 1.0 Body 29 E01 Remove/Install LT Side molding 0.3 Body 30 E01 Remove/Install LT Wheel opng mldg 0.2 Body 31 E01 Remove/Install LT R&I mirror 0.3 Body 32 E01 Remove/Install LT Moveable glass FORD medium, high roof 0.0 Body 33 E01 Remove/Install LT Fixed glass FORD medium, high roof 0.0 Body 34 E01 Remove/Install LT Window channel medium, high roof 1.4 Body 35 E01 Remove/Install LT Handle, outside 0.2 Body 36 S01 Remove/Install LT Lock cylinder 2.3 Body 37 E01 Remove/Install LT R&I trim panel 0.4 Body 38 E01 SIDE PANEL 39 S03 Remove/Replace LT Rear panel dual rear wheels w/o window 1 2,054.60T OEM 31.2 Body 8.1 40 S01 Overlap Major Non-Adj. Panel (0.2) 41 E01 Add for Clear Coat 42 S01 Remove/Replace 3M Panel Bond (#08115) 1 82.49T Other 0.0 Body 43 S01 Remove/Replace 3M Heavy Body Seam Sealer (#08308) 1 59.34T Other 0.0 Body 44 S01 Remove/Replace 3M Flexible Foam (#08463) 1 79.49T Other 2.0 Body 45 S01 Repair LT Upper extn NOTE: Repair for adjacent welded panel removal/weld burn 3.0 Body 3.2 46 S01 Add for Clear Coat 47 S02 Remove/Replace LT Front panel w/o window 1 834.82T OEM 3.0 Body 5.0 48 E01 Overlap Major Non-Adj. Panel (0.2) 49 E01 Add for Clear Coat 50 E01 Remove/Replace Deduct for Overlap (3.0) Body 51 S01 Remove/Replace 3M Panel Bond (#08115) 1 82.49T Other 0.0 Body 52 S01 Remove/Replace 3M Heavy Body Seam Sealer (#08308) 2 118.68T Other 0.0 Body 53 S04 Remove/Replace 3M Flexible Foam (#08463) 1 69.49T Other 2.0 Body 54 S04 Shipping on Materials 1 10.00T RECOND 55 S01 Repair Add for Duplication of Seam Sealer Between Panels NOTE: Per P-Pages, seam sealer application is included. Factory seams have a urethane type sealer between them AFTER the panels have been bonded, foamed and sealed. This sealer is additional and will need to have time allocated for application. 4.0 Body 56 S01 Repair LT Extension panel NOTE: Repair for adjacent welded panel removal/weld burn 2.0 Body 1.9 57 S01 Overlap Major Non-Adj. Panel (0.2) 58 S01 Add for Clear Coat T = Taxable Item, RPD = Related Prior Damage, AA = Appearance Allowance, UPD = Unrelated Prior Damage, PDR = Paintless Dent Repair, A/M = Aftermarket, Rechr = Rechromed, Reman = Remanufactured, OEM = New Original Equipment Manufacturer, Recor = Re-cored, RECOND = Reconditioned, LKQ = Like Kind Quality or Used, Diag = Diagnostic, Elec = Electrical, Mech = Mechanical, Ref = Refinish, Struc = Structural 2/20/2024 10:08:45 AM Page 2Page 201 Item 7. Final Bill RO Number: 10018 2020 FORD Transit Cargo Van T-350 HD EL High Roof 148" WB 10360# GVWR RWD w/Dual Rear Wheels 3D VAN 6-3.5L Turbocharged Gasoline Gasoline Direct Injection White 59 E01 Remove/Replace LT Lower panel 1 80.13T OEM 3.2 Body 60 S01 Remove/Replace LT Front pillar 1 516.20T OEM 3.0 Body 1.2 61 S01 Remove/Replace LT Rear lower panel NOTE: Panel is overlapped by multiple panels and will have to be removed for access to replace wheelhouse, etc. Panel will not be reusable when removed. 1 164.10T OEM 4.4 Body 0.3 62 S01 Add for Clear Coat 63 S01 Remove/Install LT Vent 0.2 Body 64 S01 Repair LT Inner wheelhouse dual rear wheels 2.0 Body 1.0 65 S01 Overlap Minor Panel (0.2) 66 S01 Remove/Replace LT Outer wheelhouse dual rr whls 1 225.53T OEM 2.0 Body 1.0 67 S01 Overlap Minor Panel (0.2) 68 S01 Remove/Replace 3M Flexible Foam (#08463) 1 79.49T Other 2.0 Body 69 S03 Remove/Replace LT Outer wheelhouse lower support 1 22.95T OEM 1.0 Body 0.5 70 S01 Repair LT Rear pillar (Taillight Pocket) NOTE: Repair for adjacent welded panel removal/weld burn 2.0 Body 2.3 71 S01 Overlap Major Non-Adj. Panel (0.2) 72 S01 Remove/Replace LT Front panel w/o window (Inner) 1 598.37T OEM 25.0 Body 0.0 73 S01 Refinish LT Front panel w/o window (Inner) 1.2 74 S01 Remove/Replace LT Center reinf 1 69.63T OEM 1.0 Body 0.4 75 S01 Add for Clear Coat 76 S01 Repair LT Center reinf support 3.0 Body 0.3 77 S01 Add for Clear Coat 78 S01 Repair LT Rear panel w/window (Inner) 4.0 Body 0.0 79 E01 Refinish LT Rear panel w/window medium roof 2.5 80 S01 Repair LT Rear extn NOTE: Repair for adjacent welded panel removal/weld burn 1.5 Body 0.3 81 S01 Add for Clear Coat 82 S01 Repair Add for Cut Access Holes to Allow for Welding Outer Panels 4.0 Body 83 S01 Repair Setback All Side Paneling Factory Wiring 1.5 Body 84 E01 Remove/Replace LT Front molding black 1 217.03T OEM 0.0 Body 85 S01 Remove/Replace LT Side molding dual rear wheels black 1 151.80T OEM 0.0 Body 86 E01 Remove/Replace LT Wheel opng mldg black 1 163.38T OEM 0.0 Body 87 S03 Remove/Replace LT Front extn 1 59.00T OEM 0.3 Body 0.2 88 S03 Add for Clear Coat 0.1 89 S01 REAR BODY & FLOOR 90 S01 Repair Rear floor pan 2.0 Body 1.6 91 S01 Overlap Major Non-Adj. Panel (0.2) 92 S01 BACK DOOR 93 S01 Remove/Install LT R&I door assy 0.7 Body 94 S01 Remove/Install Surround w'strip high roof 0.5 Body 95 S01 REAR LAMPS 96 S01 Remove/Install LT Tail lamp assy dual rear wheels 0.0 Body 97 S01 REAR BUMPER T = Taxable Item, RPD = Related Prior Damage, AA = Appearance Allowance, UPD = Unrelated Prior Damage, PDR = Paintless Dent Repair, A/M = Aftermarket, Rechr = Rechromed, Reman = Remanufactured, OEM = New Original Equipment Manufacturer, Recor = Re-cored, RECOND = Reconditioned, LKQ = Like Kind Quality or Used, Diag = Diagnostic, Elec = Electrical, Mech = Mechanical, Ref = Refinish, Struc = Structural 2/20/2024 10:08:45 AM Page 3Page 202 Item 7. Final Bill RO Number: 10018 2020 FORD Transit Cargo Van T-350 HD EL High Roof 148" WB 10360# GVWR RWD w/Dual Rear Wheels 3D VAN 6-3.5L Turbocharged Gasoline Gasoline Direct Injection White 98 S01 Remove/Install R&I bumper cover 0.0 Body 99 S01 Remove/Install LT Side extn w/extended frame 180 degree door 0.0 Body 100 S01 ELECTRICAL 101 S01 Remove/Install D&R Battery 0.4 Mech 102 S01 Sublet Diag. Fuel Level Indicator 1 280.00 Other 103 E01 FRAME 104 S01 Repair Frame Rack - Setup and Measure 2.0 Frame 105 S01 Repair Frame Rack - Add for Specialized Clamp Assembly NOTE: 4 clamps @ 2hr/ea 8.0 Frame 106 S01 Repair Frame Rack - Add for EVO Mounts (3 Clamps) NOTE: 3 EVO mounts @ 2hr/ea. Includes assembly and installation 6.0 Frame 107 S01 Repair Frame Rack - Pull on LT Front Inner 2.0 Frame 108 S01 Repair Frame Rack - Pull on LT C-Pillar 4.0 Frame 109 S01 Repair Frame Rack - Pull on LT Rear Panel 4.0 Frame 110 S01 Repair Frame Rack - Pull on LT Rear Wheelhouse 2.0 Frame 111 S01 Repair Floor Setup for Initial Pulls 1.5 Body 112 S01 Repair Body Pull on LT Front Panel and C-Pillar 1.5 Body 113 E01 MOBILE OFFICE ITEMS 114 S02 Sublet Remove Office Interior for Repair Access 1 16,380.00 Other 115 S01 Remove/Install 30a Shore Connection Cord 1.0 Body 116 S01 Remove/Install LT Side Secondary Lights (Mounted to Outer Sidewall) 1.0 Body 117 S02 Sublet Reinstall Office Interior After Body Repairs Completed NOTE: No invoice for this as the reassembly hasn't been done yet - price is for pre-quoted hours only, additional materials will be needed to reinstall wall paneling, etc. that were found to be damaged during disassembly. 1 30,420.00 Sublet 118 S01 WHEELS NOTE: All wheels will have to be R&I'd for frame machine access while in clamps 119 S01 Remove/Install RT/Front R&I wheel 0.1 Mech 120 S01 Remove/Install LT/Front R&I wheel 0.1 Mech 121 S01 Remove/Install RT/Rear R&I wheel (Outer) 122 S01 Remove/Install RT/Rear R&I wheel (Inner) 0.1 Mech 123 S01 Remove/Replace LT/Rear Wheel, steel dual rear wheels silver (Outer) 1 501.15T OEM 0.3 Mech 124 S01 Sublet Mount and Balance 1 25.00 Other 125 S01 Remove/Install LT/Rear R&I wheel (Inner) 126 S03 Sublet 2 Wheel Alignment 1 311.51 Other 127 S01 FRONT SUSPENSION 128 S01 Remove/Install R&I susp crossmember (Drop) NOTE: Front frame machine clamps mount to the frame at the rear of the crossmember mounting location. Crossmember will have to be dropped to install clamps 2.0 Mech 129 S01 REAR SUSPENSION 130 S01 Remove/Install RT Leaf spring w/148" wheelbase w/extended 0.5 Mech T = Taxable Item, RPD = Related Prior Damage, AA = Appearance Allowance, UPD = Unrelated Prior Damage, PDR = Paintless Dent Repair, A/M = Aftermarket, Rechr = Rechromed, Reman = Remanufactured, OEM = New Original Equipment Manufacturer, Recor = Re-cored, RECOND = Reconditioned, LKQ = Like Kind Quality or Used, Diag = Diagnostic, Elec = Electrical, Mech = Mechanical, Ref = Refinish, Struc = Structural 2/20/2024 10:08:45 AM Page 4Page 203 Item 7. Final Bill RO Number: 10018 2020 FORD Transit Cargo Van T-350 HD EL High Roof 148" WB 10360# GVWR RWD w/Dual Rear Wheels 3D VAN 6-3.5L Turbocharged Gasoline Gasoline Direct Injection White NOTE: Rear leaf springs will have to be dropped/moved for access to install rear clamps to van (clamps attach at front of spring mounts) 131 S01 Remove/Install LT Leaf spring w/148" wheelbase w/extended NOTE: Rear leaf springs will have to be dropped/moved for access to install rear clamps to van (clamps attach at front of spring mounts) 0.6 Mech 132 S01 EXHAUST SYSTEM 133 S01 Remove/Install Muffler & Pipe NOTE: Muffler & Pipe will have to be dropped for access to install right rear frame machine clamp 0.4 Mech 134 E01 VEHICLE DIAGNOSTICS 135 S03 Sublet Pre-repair scan 1 130.00 Sublet 136 S03 Sublet Post-repair scan 1 130.00 Sublet 137 E01 MISCELLANEOUS OPERATIONS 138 S01 Remove/Replace Cover car/bag OEM 0.2 139 S01 Corrosion Protection 0.3 140 E01 Hazardous Waste 1 5.00 Other 141 S01 Tint Paint 0.5 142 S01 Denib & Polish 4.0 Estimate Totals Discount $ Markup $ Rate $ Total Hours Total $ Parts 6,412.63 Labor, Body 105.00 127.7 13,408.50 Labor, Refinish 105.00 42.4 4,452.00 Labor, Frame 125.00 28.0 3,500.00 Labor, Mechanical 169.00 4.5 760.50 Material, Paint 2,204.80 Miscellaneous 47,681.51 Subtotal 78,419.94 Sales Tax 0.00 Grand Total 78,419.94 Deductible (500.00) Net Total 77,919.94 Estimate Version Total $ Original 11,067.71 Supplement S01 21,664.47 Supplement S02 44,783.75 Supplement S03 954.01 Supplement S04 (50.00) Insurance Total $: 77,919.94 Received from Insurance $: 0.00 Balance due from Insurance $: 77,919.94 T = Taxable Item, RPD = Related Prior Damage, AA = Appearance Allowance, UPD = Unrelated Prior Damage, PDR = Paintless Dent Repair, A/M = Aftermarket, Rechr = Rechromed, Reman = Remanufactured, OEM = New Original Equipment Manufacturer, Recor = Re-cored, RECOND = Reconditioned, LKQ = Like Kind Quality or Used, Diag = Diagnostic, Elec = Electrical, Mech = Mechanical, Ref = Refinish, Struc = Structural 2/20/2024 10:08:45 AM Page 5Page 204 Item 7. Final Bill RO Number: 10018 2020 FORD Transit Cargo Van T-350 HD EL High Roof 148" WB 10360# GVWR RWD w/Dual Rear Wheels 3D VAN 6-3.5L Turbocharged Gasoline Gasoline Direct Injection White Customer Total $: 500.00 Received from Customer $: 0.00 Balance due from Customer $: 500.00 In keeping with our pledge to be the front-runner in Collision Repair in the metroplex, we offer a full Limited Lifetime Warranty on the craftsmanship and the reconstruction of your coach. It is our commitment to you that all aspects of reconstruction and refinishing meets or surpasses original specifications set forth by the manufacturer and the structural integrity of each vehicle is brought back to pre-collision condition. We also offer a One Year Warranty on all parts that we replace, not including customer supplied parts. Any additional labor or shipping charges involved with replacement of defective or failed customer supplied parts will be vehicle owner's responsibility. By placing state of the art equipment coupled with professional technicians we guarantee only the finest coach reconstruction & refinishing. Damage caused by rock chips, environmental fallout or other abuse, neglect of maintenance are not covered. No express or implied written lifetime warranty on exterior seals that require regular maintenance per the vehicle manufacturer. Sealants cannot be guaranteed due to shifting of coach when in motion, varying environmental conditions, etc. If warranty work is required, it must be completed at the Coach Specialists of Texas location at which original repairs were made. Our Limited Lifetime Warranty is non-transferrable. T = Taxable Item, RPD = Related Prior Damage, AA = Appearance Allowance, UPD = Unrelated Prior Damage, PDR = Paintless Dent Repair, A/M = Aftermarket, Rechr = Rechromed, Reman = Remanufactured, OEM = New Original Equipment Manufacturer, Recor = Re-cored, RECOND = Reconditioned, LKQ = Like Kind Quality or Used, Diag = Diagnostic, Elec = Electrical, Mech = Mechanical, Ref = Refinish, Struc = Structural 2/20/2024 10:08:45 AM Page 6Page 205 Item 7. Page 1 of 2 To: Mayor and Town Council From: Chuck Ewings, Assistant Town Manager Through: Mario Canizares, Town Manager Re: Professional Engineering Services Agreement Prosper Downtown Parking and Alley Improvements Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 2. Development of Downtown as Destination Agenda Item: Consider and act upon authorizing the Town Manager to execute a Professional Engineering Services Agreement between Teague Nall and Perkins, Inc., and the Town of Prosper, Texas, related to the design of the Prosper Downtown Parking Lot and Alley Improvements project. Description of Agenda Item: Last Fall, the Downtown Advisory Committee was formed to identify projects to improve the downtown area. One of the priorities is providing additional vehicle parking in response to new businesses opening downtown. The Town currently owns a parcel of property on Main Street just south of Broadway that is adjacent to an undeveloped alley that is proposed to be developed into a public parking lot. The committee requested Town staff seek proposals to design a parking lot and improve the alley. The proposal also includes a design alternative to improve parking lots on private property on the north side of the alley to be constructed if those property owners agree to permit public parking on those lots. As of now, there is no agreement to do so, but the committee wishes to have that option available. This proposal provides for the design of an asphalt parking lot and a concrete alley connecting Main Street and Coleman Avenue and an alternate to design paved parking areas on the adjacent property to the north of the alley. Exhibit F of the agreement provides an aerial exhibit of the area and proposed scope. Budget Impact: The cost for the design services is $122,500 and the funding source is the funds dedicated to the Downtown Advisory Committee for projects in Account No. 100-5480-10-99, that will be transferred into Account No. 750-5410-10-00-2403-ST. ENGINEERING SERVICES Page 206 Item 8. Page 2 of 2 The proposed agreement amount is $4,400 higher than the amount presented to the advisory committee. This is to allow for phasing of the project and construction management to build the parking area first if utility relocations delay construction of the alley. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard Professional Engineering Services Agreement as to form and legality. Attached Documents: 1. Professional Engineering Services Agreement Town Staff Recommendation: Town staff recommends that the Town Council authorize the Town Manager to execute a Professional Engineering Services Agreement between Teague Nall and Perkins, Inc., and the Town of Prosper, Texas, related to the design of the Prosper Downtown Parking Lot and Alley Improvements project. Proposed Motion: I move to authorize the Town Manager to execute a Professional Engineering Services Agreement between Teague Nall and Perkins, Inc., and the Town of Prosper, Texas, related to the design of the Prosper Downtown Parking Lot and Alley Improvements project. Page 207 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 1 OF 18 PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND TEAGUE NALL AND PERKINS, INC. FOR THE PROSPER DOWNTOWN PARKING LOT AND ALLEY IMPROVEMENTS PROJECT (PRJ# 2403-ST) This Agreement for Professional Engineering Services, hereinafter called “Agreement,” is entered into by the Town of Prosper, Texas, a municipal corporation, duly authorized to act by the Town Council of said Town, hereinafter called “Town,” and Teague Nall and Perkins, Inc., a company authorized to do business in Texas, acting through a duly authorized officer, hereinafter called “Consultant,” relative to Consultant providing professional engineering services to Town. Town and Consultant when mentioned collectively shall be referred to as the “Parties.” W I T N E S S E T H: WHEREAS, Town desires to obtain professional engineering services in connection with the Prosper Downtown Parking Lot and Alley Improvements Project (Prj# 2403-ST), hereinafter called “Project”; For the mutual promises and benefits herein described, Town and Consultant agree as follows: 1. Term of Agreement. This Agreement shall become effective on the date of its execution by both Parties, and shall continue in effect thereafter until terminated as provided herein. 2. Services to be Performed by Consultant. The Parties agree that Consultant shall perform such services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care and skill ordinarily exercised under similar circumstances by competent members of their profession. In case of conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all Parties to this Agreement. 3. Prompt Performance by Consultant. Consultant shall perform all duties and services and make all decisions called for hereunder promptly and without unreasonable delay as is necessary to cause Consultant’s services hereunder to be timely and properly performed. Notwithstanding the foregoing, Consultant agrees to use diligent efforts to perform the services described herein and further defined in any specific task orders, in a manner consistent with these task orders; however, the Town understands and agrees that Consultant is retained to perform a professional service and such services must be bound, first and foremost, by the principles of sound professional judgment and reasonable diligence. 4. Compensation of Consultant. Town agrees to pay to Consultant for satisfactory completion of all services included in this Agreement a total fee of One Hundred and Twenty-Two Thousand and Five Hundred dollars ($122,500) for the Project as set forth and described in Exhibit B - Compensation Schedule and incorporated herein as if written word for word. Lump sum fees shall be billed monthly based on the percentage of completion. Hourly not to exceed fees shall be billed monthly based on hours of work that have been completed. Direct Costs for expenses such as mileage, copies, scans, sub-consultants, and similar costs are included in fees and shall be billed as completed. Consultant agrees to submit statements to Town for professional services no more than once per month. These statements will be based upon Consultant's actual services performed and reimbursable expenses incurred, if any, and Town shall endeavor to make prompt payments. Each statement submitted by Consultant to Town shall be reasonably itemized to show the amount of work performed during that period. If Town fails to pay Consultant Page 208 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 2 OF 18 within sixty (60) calendar days of the receipt of Consultant's invoice, Consultant may, after giving ten (10) days written notice to Town, suspend professional services until paid. Nothing contained in this Agreement shall require Town to pay for any work that is unsatisfactory as reasonably determined by Town or which is not submitted in compliance with the terms of this Agreement. The Scope of Services shall be strictly limited. Town shall not be required to pay any amount in excess of the original proposed amount unless Town shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. 5. Town’s Obligations. Town agrees that it will (i) designate a specific person as Town’s representative, (ii) provide Consultant with any previous studies, reports, data, budget constraints, special Town requirements, or other pertinent information known to Town, when necessitated by a project, (iii) when needed, assist Consultant in obtaining access to properties necessary for performance of Consultant’s work for Town, (iv) make prompt payments in response to Consultant’s statements and (v) respond in a timely fashion to requests from Consultant. Consultant is entitled to rely upon and use, without independent verification and without liability, all information and services provided by Town or Town’s representatives. 6. Ownership and Reuse of Documents. Upon completion of Consultant’s services and receipt of payment in full therefore, Consultant agrees to provide Town with copies of all materials and documents prepared or assembled by Consultant under this Agreement and that Town may use them without Consultant's permission for any purpose relating to the Project. Any reuse of the documents not relating to the Project shall be at Town's risk. Consultant may retain in its files copies of all reports, drawings, specifications and all other pertinent information for the work it performs for Town. 7. Town Objection to Personnel. If at any time after entering into this Agreement, Town has any reasonable objection to any of Engineer’s personnel, or any personnel, professionals and/or consultants retained by Engineer, Engineer shall promptly propose substitutes to whom Town has no reasonable objection, and Engineer’s compensation shall be equitably adjusted to reflect any difference in Engineer’s costs occasioned by such substitution. 8. Insurance. Consultant shall, at its own expense, purchase, maintain and keep in force throughout the duration of this Agreement applicable insurance policies as described in Exhibit C - Insurance Requirements and incorporated herein as if written word for word. Consultant shall submit to Town proof of such insurance prior to commencing any work for Town. 9. Indemnification. CONSULTANT DOES HEREBY COVENANT AND AGREE TO RELEASE, INDEMNIFY AND HOLD HARMLESS TOWN AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND INVITEES FROM AND AGAINST LIABILITY, CLAIMS, SUITS, DEMANDS AND/OR CAUSES OF ACTION, (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY’S FEES AND COSTS OF LITIGATION), WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSONS BUT ONLY TO THE EXTENT OCCASIONED BY THE NEGLIGENT ACT, ERROR OR OMISSION OF CONSULTANT, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, INVITEES OR OTHER PERSONS FOR WHOM CONSULTANT IS LEGALLY LIABLE WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT. IN THE EVENT THAT TOWN AND CONSULTANT ARE CONCURRENTLY NEGLIGENT, THE PARTIES AGREE THAT ALL LIABILITY SHALL BE CALCULATED ON A COMPARATIVE BASIS OF FAULT AND RESPONSIBILITY AND THAT NEITHER PARTY SHALL BE REQUIRED TO DEFEND OR INDEMNIFY THE OTHER PARTY FOR THAT PARTY’S NEGLIGENT OR INTENTIONAL ACTS, ERRORS OR OMISSIONS. Page 209 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 3 OF 18 10. Notices. Any notices to be given hereunder by either Party to the other may be affected either by personal delivery, in writing, or by registered or certified mail to the following addresses: TNP, INC. Justin Walton, PE, Associate Principal 825 Watters Creek Blvd., Suite #M300 Allen, TX 75013 jwalton@tnpinc.com Town of Prosper Mario Canizares, Town Manager PO Box 307 Prosper, TX 75078 MCanizares@prospertx.gov 11. Termination. The obligation to provide further services under this Agreement may be terminated by either Party in writing upon thirty (30) calendar days notice. In the event of termination by Town, Consultant shall be entitled to payment for services rendered through receipt of the termination notice. 12. Sole Parties and Entire Agreement. This Agreement shall not create any rights or benefits to anyone except Town and Consultant, and contains the entire agreement between the Parties. Oral modifications to this Agreement shall have no force or effect. 13. Assignment and Delegation. Neither Town nor Consultant may assign its rights or delegate its duties without the written consent of the other Party. This Agreement is binding on Town and Consultant to the extent permitted by law. Nothing herein is to be construed as creating any personal liability on the part of any Town officer, employee or agent. 14. Texas Law to Apply; Successors; Construction. This Agreement shall be construed under and in accordance with the laws of the State of Texas. It shall be binding upon, and inure to the benefit of, the Parties hereto and their representatives, successors and assigns. Should any provisions in this Agreement later be held invalid, illegal or unenforceable, they shall be deemed void, and this Agreement shall be construed as if such provision had never been contained herein. 15. Conflict of Interest. Consultant agrees that it is aware of the prohibited interest requirement of the Town Charter, which is repeated in Exhibit D - Conflict of Interest Affidavit and incorporated herein as if written word for word, and will abide by the same. Further, a lawful representative of Consultant shall execute the Affidavit included in the exhibit. Consultant understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement voidable. 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 Consultant shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit E - Conflict of Interest Questionnaire and incorporated herein as if written word for word. 16. Venue. The Parties herein agree that this Agreement shall be enforceable in Prosper, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Collin County, Texas. 17. Mediation. In the event of any disagreement or conflict concerning the interpretation of this Agreement, and such disagreement cannot be resolved by the signatories hereto, the signatories agree to submit such disagreement to non-binding mediation. Page 210 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 4 OF 18 18. Prevailing Party. In the event a Party initiates or defends any legal action or proceeding to enforce or interpret any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable costs and attorney’s fees (including its reasonable costs and attorney’s fees on any appeal). 19. “Anti-Israel Boycott” Provision. In accordance with Chapter 2270, Texas Government Code, a Texas governmental entity may not enter into a contract with a company for the provision of goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Chapter 2270 does not apply to a (1) a company that is a sole proprietorship; (2) a company that has fewer than ten (10) full-time employees; or (3) a contract that has a value of less than One Hundred Thousand Dollars ($100,000.00). Unless the company is not subject to Chapter 2270 for the reasons stated herein, the signatory executing this Agreement on behalf of the company verifies by its signature to this Agreement that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 20. Signatories. Town warrants and represents that the individual executing this Agreement on behalf of Town has full authority to execute this Agreement and bind Town to the same. Consultant warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Consultant to same. IN WITNESS WHEREOF, the Parties, having read and understood this Agreement, have executed such in duplicate copies, each of which shall have full dignity and force as an original, on the _______ day of _______________________, 20____. Teague Nall and Perkins, Inc. By: Signature Justin Walton, P.E. Printed Name Associate Principal Title Date TOWN OF PROSPER, TEXAS By: Signature Mario Canizares Printed Name Town Manager Title Date 3/6/24 Page 211 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 5 OF 18 EXHIBIT A SCOPE OF SERVICES PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND TEAGUE NALL AND PERKINS, INC. FOR THE PROSPER DOWNTOWN PARKING LOT AND ALLEY IMPROVEMENTS PROJECT (PRJ# 2403-ST) I. PROJECT DESCRIPTION The TOWN has requested professional engineering and survey services for the design of a new parking lot and improvements to the existing alley east of the existing Prosper Town Hall. The base design includes approximately 11,000 sq ft parking lot between S. Main St. and S. Coleman St., approximately 200 feet North of W. 3rd St and construction of approximately 155 feet of alley starting at S. Main St. to provide access to the parking lot. Two alternate options will also be studied as part of this project. Alternate A includes extending the alley approximately 200 feet to S. Coleman St. to provide multiple access points to the parking lot. Alternate B includes studying the existing drainage issues in the empty lot north of the alley and between the two existing buildings north of the alley. Alternate B will include grading improvements for this lot to improve drainage and to construct a parking lot in the area available. An exhibit showing the project location and limits is provided as Exhibit ‘F’. A comprehensive set of contract documents containing the necessary plans, details, and bid documents will be prepared. The Consultant will provide limited support services during the bidding and construction phases. The following services will be provided. II. TASK SUMMARY Task 1 – Civil Engineering Design. (30%, 90%, and 100% Design) Design of a parking lot, approximately 11,000 sq ft, between S. Main St. and S. Coleman St., approximately 200 feet North of W. 3rd St and construction of approximately 155 feet of alley to provide access to the parking lot. 1. Provide project management activities as necessary to properly manage the project, including work planning, internal kickoff/QC meeting, periodic internal project progress meetings as required, and providing periodic Project Status Reports to the Town. 2. Review and research previously prepared construction plans, record documents, and other pertinent information related to the project. 3. Site visit to verify survey and assess drainage patterns 4. Review Town design standards. 5. Develop complete and accurate base map in AutoCAD Civil 3D 2023 showing all existing right-of-way (ROW), easements, and utilities. 6. Develop schematic (30%) drainage analysis and storm sewer design, including the following: a. Review and confirm City standard specifications and details b. Delineate drainage basins/sub-basins c. Layout out box culvert extension and headwall location d. Analyze box culvert capacity, starting HGL, and headwater conditions. e. The starting HGL at the existing box culvert will be assumed as the inside top of box. f. Analyze sheet flow and potential discharge locations from the parking lot and alley. It is assumed, per Town direction, that most of the drainage within the project area is to sheet flow to Main Street. If additional storm drain improvements are required beyond what is listed in this scope, design can be provided as an additional service. Page 212 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 6 OF 18 g. Analyze how drainage from parking lot will impact adjacent properties h. Pipe HGL calculations and the storm drain vertical profile will not be included on the 30% schematic plan. This will be provided with 90% and 100% submittals. 7. Prepare a schematic (30%) plan view layout of the proposed improvements. The schematic level plans shall include the proposed plan view and pertinent details to clarify the intent of the design. The 30% layout will include the portion of the alley described in Alternate A. Prepare an opinion of probable construction cost (OPCC) as part of the schematic design. A profile and detailed grading will be provided with the 90% design documents. 8. Meet with the Town staff to review the schematic (30%) layout and improvements. 9. This scope includes development of phased construction plans if instructed to do so by the Town. The construction phasing will be dependent on timing of the franchise utility relocations. For the purposes of this contract, Phase 1 would include construction of the parking lot and Phase 2 would include construction of the alley. The phasing may be revised during design but it is assumed that no more than two phases would be required. 10. Address Town comments/feedback and prepare detailed 90% design documents, including preparing the following sheets. a. Cover sheet b. General Notes/summary of quantities sheet c. Erosion Control Plan d. Demolition plan e. Grading Plan (Parking Lot) • Provide spot elevations for top of pavement • Ditch grading required for box culvert/headwall f. Drainage Area Map • Revise drainage basins as needed g. Storm Drain Calculations sheet h. SD Box Culvert plan and profile sheet i. Alley paving plan and profile sheet • Provide top of pavement profile at the alley invert j. Parking lot paving plan sheet • Provide typical pavement section • Layout parking lot pavement markings k. Civil Detail sheet/s 11. Revise construction quantities and OPCC and submit 90% design documents to the Town for review and comments. The 90% submittal shall include: a. 90% construction plans b. 90% OPCC c. Special technical specifications, if any. 12. Receive and review 90% plan comments with Town staff and incorporate them into the final (100%) design documents. 13. Prepare/finalize the signed and sealed construction documents and submit them to the Town. Bid documents will include construction plans, bid schedule, bid item descriptions, and special technical specifications for items not covered by the standard NCTCOG, Town, or TXDOT specifications. Task 2 – Alternate A Civil Design. (90% and 100% Design) Alternate A includes extending the alley approximately 200 feet to S. Coleman St. to provide multiple access points to the parking lot. This task will not be started until Town approval is received. Page 213 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 7 OF 18 1. Address Town comments/feedback from 30% plan review and prepare detailed 90% design documents. Alternate A improvements shall be incorporated in the construction plans prepared for Task 1. The following sheets shall be updated: a. Erosion Control Plan b. Demolition plan c. Alley paving plan and profile sheet d. Drainage Area Map 2. Revise construction quantities and OPCC and submit 90% design documents to the Town for review and comments. The 90% submittal shall include: a. 90% construction plans b. 90% OPCC c. Special technical specifications, if any. 3. Receive and review 90% plan comments with Town staff and incorporate them into the final (100%) design documents. 4. Prepare/finalize the signed and sealed construction documents and submit them to the Town. Bid documents will include construction plans, bid schedule, bid item descriptions, and special technical specifications for items not covered by the standard NCTCOG, Town, or TXDOT specifications. Task 3 – Alternate B Civil Design. (30%, 90%, and 100% Design) Alternate B includes grading improvements to improve the drainage for the empty lot and buildings north of the alley. This design also includes a new parking lot within the empty lot. This task will not be started until Town approval is received. 1. Develop schematic (30%) drainage analysis, including the following: a. Delineate drainage basins/sub-basins b. Analyze sheet flow and potential discharge locations from the parking lot. It is assumed, per Town direction, that the drainage within the project area is to sheet flow to adjacent public streets and no storm drain infrastructure is anticipated. If storm drain improvements are required, design can be provided as an additional service. c. Analyze how drainage from parking lot will impact adjacent properties 2. Prepare a schematic (30%) plan view layout of the proposed improvements. The schematic level plans shall include the proposed plan view and pertinent details to clarify the intent of the design. Prepare an opinion of probable construction cost (OPCC) as part of the schematic design. Detailed grading will be provided with the 90% design documents. 3. Meet with the Town staff to review the schematic (30%) layout and improvements. 4. Address Town comments/feedback and prepare detailed 90% design documents. Alternate B improvements shall be incorporated in the construction plans prepared for Task 1. The following sheets shall be updated: a. Erosion Control Plan b. Demolition Plan c. Grading Plan d. Drainage Area Map e. Parking lot paving plan sheet 5. Revise construction quantities and OPCC and submit 90% design documents to the Town for review and comments. The 90% submittal shall include: a. 90% construction plans b. 90% OPCC c. Special technical specifications, if any. Page 214 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 8 OF 18 6. Receive and review comments with Town staff and incorporate them into the final (100%) design documents. 7. Prepare/finalize the signed and sealed construction documents and submit them to the Town. Bid documents will include construction plans, bid schedule, bid item descriptions, and special technical specifications for items not covered by the standard NCTCOG, Town, or TXDOT specifications. Task 4 – Bid and Construction Phase Services – Phase 1 Provide limited bidding and construction phase services for Phase 1 (Parking lot construction) as follows: 1. Answer contractor questions during the project bidding phase. 2. Review bid tabulation as needed. It is our understanding that the Town will facilitate the bid opening and prepare the bid tabulation. 3. Respond to RFIs as needed. 4. Review Shop drawings as needed. 5. Provide construction observation as requested by the Town staff. These onsite meetings are limited to two (2) meetings, but additional meetings can be provided as Additional Services. 6. Assist Town Staff in conducting a final walkthrough and punch list. 7. Prepare and submit record drawings based on the contractor’s markups. Task 5 – Bid and Construction Phase Services – Phase 2 Provide limited bidding and construction phase services for Phase 2 (Alley construction) as follows: 8. Answer contractor questions during the project bidding phase. 9. Review bid tabulation as needed. It is our understanding that the Town will facilitate the bid opening and prepare the bid tabulation. 10. Respond to RFIs as needed. 11. Review Shop drawings as needed. 12. Provide construction observation as requested by the Town staff. These onsite meetings are limited to two (2) meetings, but additional meetings can be provided as Additional Services. 13. Assist Town Staff in conducting a final walkthrough and punch list. 14. Prepare and submit record drawings based on the contractor’s markups. Task 6 – Survey Topo and Boundary. 1. Establish horizontal control points as needed throughout the project. The basis of bearings will be the Texas Coordinate System of 1983 (North Central Zone; NAD83 (2011) Epoch 2010). 2. Title research and deeds obtained of the subject property and the adjoining property owners. 3. A thorough investigation of boundary markers/corners will be made on the subject property and the adjoining property. 4. A boundary analysis of the property will be made by a Registered Professional Land Surveyor to establish the existing right-of-way. 5. A Property base will be prepared. 6. Establish vertical benchmarks as needed throughout the project. 7. The visible improvements such as curbs, walks, fences, buildings, signs, etc. will be located and shown on the survey. 8. Visible utilities such as power poles, manholes and valves will be located. 9. The property lines identified by the Boundary Verification will be incorporated into the topo. 10. Invert information will be collected for Storm Utilities and Sanitary Sewer Utilities if present on site. 11. Locate trees 6” and larger (Not tagged) within the survey limits. Page 215 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 9 OF 18 Task 7 – Separate Instrument Exhibit This contract includes up to two (2) separate instrument exhibits. Additional exhibits can be provided as an additional service. 1. Title research and deeds obtained of the subject property and the adjoining property owners. 2. A thorough investigation of boundary markers/corners will be made on the subject property and the adjoining property. 3. A boundary analysis of the property will be made by a Registered Professional Land Surveyor. 4. 5/8” iron rods with plastic caps “TNP” will be set for property corners where or when necessary. 5. A metes and bounds description will be prepared, signed and sealed by a Registered Professional Land Surveyor. 6. A survey sketch will be prepared and signed/sealed by a Registered Professional Land Surveyor. Task 8 – SUE Quality Level B The scope of subsurface utility designating and/or locating services for this project is described below. Survey services to tie utility crossing marks and/or identifiers placed during the subsurface utility designating and/or locating effort will be provided in this contract. 1. Quality Level ‘B’ through ‘D’ Utility Information & Designation – TNP will provide utility information, up to QL-“B”, for the following areas: a. Area in red on the Vicinity Map, included with this proposal. This work includes: a. Requesting utility records on all crossing utilities from the Client, public utilities and private utility companies known to provide service within the project area, as well as other sources, in an effort to develop a comprehensive inventory of utility systems likely to be encountered. Record documents may include construction plans, system diagrams, distribution maps, transmission maps, geographic information system data, as well as oral descriptions of the existing systems. The depiction of utilities from records (QL-“C” or “D”) will be based on thorough field and office activities and shall be based on the most reliable indication of position available. b. Visible surface features and appurtenances of subsurface utilities found within the project site will also be evaluated. Using appropriate surface geophysical methods, TNP will search for detectible indications of the location of anticipated subsurface utilities. c. Marking all locations that can be validated, using paint, flags, or other devices. d. Preparing documentation of the utilities encountered and marked, including their general location, orientation, type & size, if known. e. Based on ASCE Standard 38-22 standards, a 2D CADD file and PDF depicting the subsurface utilities designated, signed and sealed by a professional engineer in the state of Texas. Task 9 – SUE Quality Level A Test Hole TNP will excavate by air-vacuum or other minimally invasive methods up to three (3) test holes, at locations yet to be determined within the project limits in order to identify the exact horizontal & vertical locations of crucial utility. The location of the tests hole will be outside of any paved area. Also, if locating the end of casing is requested the cost will be based on an hourly charge based on the fee schedule below. This work includes: Page 216 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 10 OF 18 a. Providing all necessary personnel, equipment, supplies, management and supervision needed for the test hole excavation, backfill and restoration. b. Coordinating with Client, property owner, and/or permitting authorities, as needed and obtaining any required permits, permission or rights-of-entry with help from The Client c. Contacting the appropriate one-call system to request utilities to be marked on-the-ground prior to beginning excavation of test hole. d. Providing and utilizing appropriate traffic control devices, as necessary, in conformance with the MUTCD, including any state or locally adopted supplements. (if closures or additional traffic control equipment is needed other than cones additional direct expenses will be charged) e. Preparing documentation for each test hole attempted. This documentation will include the horizontal and vertical position of the targeted utility or structure, a general description of the target utility, with condition, material and general orientation noted, a generalized description of the material encountered in the test hole, and any other field observations noted during the excavation. III. DELIVERABLES Task 1 – Civil Engineering Design One (1) PDF copy at each plan submittal stage. Up to three (3) 22x34 hard copies of final signed and sealed documents. Task 2 – Alternate A Civil Design One (1) PDF copy at each plan submittal stage. Up to three (3) 22x34 hard copies of final signed and sealed documents. Task 3 – Alternate B Civil Design One (1) PDF copy at each plan submittal stage. Up to three (3) 22x34 hard copies of final signed and sealed documents. Task 4 – Bid & Construction Phase Services – Phase 1 One (1) PDF copy of each sheet of the record drawings One (1) DWG of the record drawings base map. One (1) 22x34 hard copy of the record drawings Task 5 – Bid & Construction Phase Services – Phase 2 One (1) PDF copy of each sheet of the record drawings One (1) DWG of the record drawings base map. One (1) 22x34 hard copy of the record drawings Task 6 - Survey Topo and Boundary Existing Property Base and Topographic drawing in digital format showing 1 foot contour intervals and the items listed above for design purposes. (Data will be delivered in Texas Coordinate System of 1983 North Central Zone (4202) scaled to Surface with a combined scale factor supplied.) Task 7 – Separate Instruments Exhibits Separate Instrument exhibit and Legal Description for filing. (Data will be delivered in Texas Coordinate System of 1983 North Central Zone (4202) scaled to Surface with a combined scale factor supplied.) Task 8 - SUE Quality Level B Existing utility plans Task 9 - SUE Quality Level A Test Hole Test Hole summary sheets Page 217 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 11 OF 18 IV. ASSUMPTIONS/ EXCLUSIONS AND ADDITIONAL SERVICES Services not specifically included in section II above shall be considered Additional Services. These Services shall include, but shall not be limited to: 1. Geotechnical investigation and test borings. 2. Environmental services 3. Hydraulics & Hydrology modeling or Flood Study 4. Landscaping improvement plans. 5. Irrigation improvement plans. 6. Storm drain design beyond what is described in this scope. 7. Parking lot light pole design and plans. 8. Traffic management and traffic control plans. 9. Design of parking or paving outside the improvements limits described in this scope. 10. Obtaining permits or coordination with any other agencies. 11. Construction inspection services. 12. Preparation of the bid book is the Town’s responsibility. However, the consultant shall provide the bid proposal, bid item descriptions, and special technical specifications (if any). Page 218 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 12 OF 18 EXHIBIT B COMPENSATION SCHEDULE PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND TEAGUE NALL AND PERKINS, INC. FOR THE PROSPER DOWNTOWN PARKING LOT AND ALLEY IMPROVEMENTS PROJECT (PRJ# 2403-ST) I. COMPENSATION SCHEDULE Task Completion Schedule Compensation Schedule Notice-to-Proceed MARCH 2024 Task 1 - Civil Engineering Design* AUG 2024 $35,000 Task 2 - Alternate A Civil Design* AUG 2024 $14,000 Task 3 - Alternate B Civil Design* AUG 2024 $16,000 Task 4 - Bid and Construction Phase Services – Phase 1* FEB 2025 $4,400 Task 5 - Bid and Construction Phase Services – Phase 2* APR 2025 $4,400 Task 6 - Survey Topo & Boundary MAY 2024 $20,500 Task 7 - Separate Instrument Exhibits (@ 2,500 per Exhibit) AUG 2024 $5,000 Task 8 - SUE Quality Level B MAY 2024 $16,000 Task 9 - SUE Quality Level A Test Hole (3 @ $2,400 each) MAY 2024 $7,200 Total Compensation $122,500 *The proposed schedule depends on the Town’s timely review of each submittal and the Town’s decision on the bidding and construction schedule. II. COMPENSATION SUMMARY Basic Services (Lump Sum) Amount Task 1 - Civil Engineering Design $35,000 Task 2 - Alternate A Civil Design $14,000 Task 3 - Alternate B Civil Design $16,000 Task 4 - Bid and Construction Phase Services – Phase 1 $4,400 Task 5 - Bid and Construction Phase Services – Phase 2 $4,400 Task 6 - Survey Topo & Boundary $20,500 Task 7 - Separate Instrument Exhibits (@ 2,500 per Exhibit) $5,000 Task 8 - SUE Quality Level B $16,000 Task 9 - SUE Quality Level A Test Hole (3 @ $2,400 each) $7,200 Total Basic Services: $122,500 Page 219 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 13 OF 18 EXHIBIT C INSURANCE REQUIREMENTS Service provider shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the vendor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the service provider. A certificate of insurance meeting all requirements and provisions outlined herein shall be provided to the Town prior to any services being performed or rendered. Renewal certificates shall also be supplied upon expiration. A. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. ISO Form Number GL 00 01 (or similar form) covering Commercial General Liability. “Occurrence” form only, “claims made” forms are unacceptable, except for professional liability. 2. Workers Compensation insurance as required by the Labor Code of the State of Texas, including Employers’ Liability Insurance. 3. Automobile Liability as required by the State of Texas, covering all owned, hired, or non-owned vehicles. Automobile Liability is only required if vehicle(s) will be used under this contract. 4. Professional Liability, also known as Errors and Omissions coverage. B. MINIMUM LIMITS OF INSURANCE Service Provider shall maintain throughout contract limits not less than: 1. Commercial General Liability: $500,000 per occurrence /$1,000,000 in the aggregate for third party bodily injury, personal injury and property damage. Policy will include coverage for: a. Premises / Operations b. Broad Form Contractual Liability c. Products and Completed Operations d. Personal Injury e. Broad Form Property Damage 2. Workers Compensation and Employer’s Liability: Workers Compensation limits as required by the Labor Code of the State of Texas and Statutory Employer’s Liability minimum limits of $100,000 each accident, $300,000 Disease- Policy Limit, and $100,000 Disease- Each Employee. 3. Automobile Liability: $500,000 Combined Single Limit. Limits can only be reduced if approved by the Town. Automobile liability shall apply to all owned, hired, and non-owned autos. 4. Professional Liability aka Errors and Omissions: $500,000 per occurrence and in the aggregate. C. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductible or self-insured retentions in excess of $10,000 must be declared to and approved by the Town. Page 220 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 14 OF 18 D. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain the following provisions: 1. General Liability and Automobile Liability Coverages a. The Town, 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 provider, products and completed operations of the provider, premises owned, occupied or used by the provider. The coverage shall contain no special limitations on the scope of protection afforded to the Town, its officers, officials, employees or volunteers. b. The provider’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, employees or volunteers shall be in excess of the provider’s insurance and shall not contribute with it. c. 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. d. The provider’s insurance shall apply separately to each insured against whom the claim is made or suit is brought, except to the insured’s limits of liability. 2. Workers Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subro gation against the Town, its officers, officials, employees and volunteers for losses arising from work performed by the provider for the Town. 3. All Coverages: Each insurance policy required by this clause 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 da ys written notice to the Town for non-payment. 4. Professional Liability and / or Errors and Omissions: “Claims made” policy is acceptable coverage, which must be maintained during the course of the project, and up to two (2) years after completion and acceptance of the project by the Town. E. ACCEPTABILITY OF INSURERS The Town prefers that Insurance be placed with insurers with an A.M. Best’s rating of no less than A- VI, or better. F. VERIFICATION OF COVERAGE Service Provider shall provide the Town with certificates of insurance indicating the coverages required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of insurance similar to the ACORD Form are acceptable. Town will not accept Memorandums of Insurance or Binders as proof of insurance. The Town reserves the right to require complete, certified copies of all required insurance policies at any time. Certificate holder to be listed as follows: Town of Prosper P.O. Box 307 Prosper, TX 75078 Page 221 Item 8. EXHIBIT D CONFLICT OF INTEREST AFFIDAVIT PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER,TEXAS,AND TEAGUE NALL AND PERKINS,INC. FOR THE PROSPER DOWNTOWN PARKING LOT AND ALLEY IMPROVEMENTS PROJECT (PRJ#2403·ST) THE STATE OF TEXAS § § § COUNTY OF COLLIN I,__JU_S_T_I_N_W_A_L_T_O_N ,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 $25,000.00 or more of the fair market value of the business entity. Funds received from the business entity exceed 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 $25,000.00. A relative of mine has substantial interest in the business entity or property that would be affected by my decision of the public body of which I am a member. Other:_ X 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 the public body which took action on the agreement. b11{It.Signed this __-=-day of _....L('\---'..:....A.>:....(l.C.H-=>..;·'--,202d. ~Si~ BEFORE ME,the undersigned authority,this day personally appeared )~.(.Sf-i v>t;_b_/JoV1 on oath stated that the facts hereinabove stated are true to the best of his /her knowledge or belief. and .:-~~~~~~/~JENNA LEE EMERIZY gf{:...b·';~~Notary Public.State of Texas ~~...~.:~::Comm.Expires 09-02-2026~/';~i.:t~,~Notary 10 133944963 Not Public in and for the State of Texas My Commission expires:1,~-d (0 PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 150F 18Page 222 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 16 OF 18 EXHIBIT E CONFLICT OF INTEREST QUESTIONNAIRE None X X 3/6/24 Page 223 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 17 OF 18 EXHIBIT F: PROJECT SCOPE Page 224Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 18 OF 18 EXHIBIT G: SURVEY LIMITS Page 225Item 8. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Engineering Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Contract Amendment No. 3 – US 380 Deceleration Lane Modifications (TranSystems Corporation) Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 1. Acceleration of Infrastructure Agenda Item: Consider and act upon authorizing the Town Manager to execute Contract Amendment No. 3 to the Professional Engineering Services Agreement, between TranSystems Corporation dba TranSystems Corporation Consultants, and the Town of Prosper, Texas, related to the design of the US 380 Deceleration Lane Modifications project. Description of Agenda Item: The Texas Department of Transportation (TxDOT) is currently widening approximately 10.5 miles of US 380 in Denton County from US 377 to CR 26. Within the limits of the Town of Prosper, there are multiple non-residential developments with driveways connecting to US 380. Due to high volume and high speeds along US 380, the Town requires deceleration lanes at all driveways to improve safety for motorists turning right from US 380 into the developments. However, since TxDOT does not require deceleration lanes at non-residential driveways, the design of US 380 did not incorporate ten (10) deceleration lanes to serve several key developments, including CDJR, Cook Children’s, Windsong Retail (Home Depot, Kroger), Westfork Retail (LA Fitness) and Westside Addition (Costco). In addition, existing developments like Cook’s Children’s and Costco, are requesting median openings with left turn lanes to serve their development. Lastly, the proposed development at the northwest corner of US 380 and Teel Parkway (Teel Corner) recently requested that the two (2) deceleration lanes for their development be constructed with the TxDOT project. For the deceleration lanes, left turn lanes, and median openings to be constructed to serve the above referenced developments, TxDOT will allow the Town to either work through the process of redesigning the plans and providing the funds to TxDOT to construct them with the US 380 widening project or approve a TxDOT driveway permit to allow the Town or development to construct the improvements after TxDOT has completed the project. Since the Town coordinated with many of the developments on escrow agreements for the costs associated with adding the improvements, incorporating the construction of the improvements into TxDOT’s project is expected to be the most economical and quickest option. ENGINEERING SERVICES Page 226 Item 9. Page 2 of 2 TranSystems Corporation Consultants is the design engineer for TxDOT on the US 380 widening project and their scope of work for the Town on this project is broken into three (3) phases. On November 7, 2022, a Professional Engineering Services Agreement was approved for Phase I, in the amount of $24,670, which included the initial evaluation of the proposed ten (10) deceleration lanes requested by the Town from Legacy Drive to FM 1385. The evaluation included identification of potential franchise utility conf licts, right-of-way impacts and ultimate feasibility of adding the requested deceleration lanes for discussion with the Town and TxDOT. Final recommendation from Phase I was that all ten (10) proposed deceleration lanes could be redesigned into the project without significant impacts to the project. Contract Amendment No. 1, in the amount of $124,100, approved on June 13, 2023, was for the redesign of the construction plans to include the proposed ten (10) deceleration lanes. Redesign included updating traffic control, roadway plan and profile plans, drainage plans and calculations, signage and pavement marking, and storm water pollution prevention plans. In addition, revisions included estimating final plan quantities and construction costs to be used in the Advanced Funding Agreement (AFA) between TxDOT and the Town. The approval of an AFA with TxDOT is required to include the construction of the deceleration lanes in the US 380 widening project. Contract Amendment No. 2, in the amount of $4,340, approved on September 28, 2023, was for additional design options for the redesign of the construction plans for one (1) of the proposed ten (10) deceleration lanes to address comments from TxDOT. Contract Amendment No. 3, in the amount of $79,150, is for the redesign of the construction plans to include two (2) left turn lanes and median openings to serve Cook’s Children and Costco. In addition, two (2) deceleration lanes to serve the proposed Teel Corner development on the northwest corner of Teel Parkway and US 380. Budget Impact: The cost for Contract Amendment No. 3 is $79,150, and funding is budgeted in Account No. 750- 5410-10-00-2302-ST. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard Contract Amendment as to form and legality. Attached Documents: 1. Contract Amendment No. 3 Town Staff Recommendation: Town staff recommends that the Town Council authorize the Town Manager to execute Contract Amendment No. 3 to the Professional Engineering Services Agreement, between TranSystems Corporation dba TranSystems Corporation Consultants, and the Town of Prosper, Texas, related to the design of the US 380 Deceleration Lane Modifications project. Proposed Motion: I move to authorize the Town Manager to execute Contract Amendment No. 3 to the Professional Engineering Services Agreement, between TranSystems Corporation dba TranSystems Corporation Consultants, and the Town of Prosper, Texas, related to the design of the US 380 Deceleration Lane Modifications project. Page 227 Item 9. CONTRACT AMENDMENT #3 PAGE 1 OF 4 CONTRACT AMENDMENT #3 BETWEEN THE TOWN OF PROSPER, TEXAS, AND TRANSYSTEMS CORPORATION FOR THE US 380 DECELERATION LANE MODIFICATIONS PROJECT (2302-ST) This Contract Amendment for Professional Engineering Services, hereinafter called “Amendment,” is entered into by the Town of Prosper, Texas, a municipal corporation, duly authorized to act by the Town Council of said Town, hereinafter called “Town,” and TranSystems Corporation dba TranSystems Corporation Consultants, a company authorized to do business in Texas, acting through a duly authorized officer, hereinafter called “Consultant,” relative to Consultant providing professional engineering services to Town. Town and Consultant when mentioned collectively shall be referred to as the “Parties.” W I T N E S S E T H: WHEREAS, the Town previously engaged the services of the Consultant to provide engineering services in connection with the US 380 Deceleration Lanes Modification Project (2302-ST), hereinafter called “Project”; and WHEREAS, the Parties previously entered into a professional engineering services agreement regarding the Project on or about November 7, 2022, in the amount of Twenty Four Thousand, Six Hundred Seventy Dollars ($24,670.00), hereinafter called the “Original Agreement”; and WHEREAS, the Parties now desire to amend the Original Agreement to increase the scope of services and compensation provided to include the redesign/adding proposed deceleration lanes approved by TxDOT and the Town of Prosper to the US 380 construction plans and estimating quantities for construction cost for proposed deceleration lanes (Phase III); For the mutual promises and benefits herein described, Town and Consultant agree to amend the Original Agreement as follows: 1. Additional Services to be Performed by Consultant. The Parties agree that Consultant shall perform such additional services as are set forth and described in Exhibit A3 - Scope of Services and incorporated herein as if written word for word. All references in the Original Agreement to “Exhibit A” are hereby amended to state “Exhibits A, A1, A2, and A3.” 2. Additional Compensation of Consultant. Town agrees to pay to Consultant for the satisfactory completion of all services included in this Amendment a total additional fee of Seventy Nine, One Hundred Fifty Dollars ($79,150.00) for the additional services as set forth and described in Exhibit B3 - Compensation Schedule and incorporated herein as if written word for word. All references in the Original Agreement to “Exhibit B” are hereby amended to state “Exhibits B, B1, B2, and B3.” 3. Revised Compensation for Consultant’s Services. Paragraph 4 of the Original Agreement is hereby amended to increase Consultant’s total compensation by deleting “Twenty Four Thousand, Six Hundred Seventy Dollars ($24,670.00)” and replacing it with “Two Hundred Thirty Two Thousand, Tow Hundred Sixty Dollars ($232,260.00).” 4. Original Agreement. All other provisions and terms of the Original Agreement, Contract Amendment No. 1, Contract Amendment No. 2, and Contract Amendment No. 3 shall remain in full force an effect and this Amendment to the Original Agreement shall in no way release, affect, or impair any other provision or Page 228 Item 9. CONTRACT AMENDMENT #3 PAGE 2 OF 4 responsibility contained in the Original Agreement. IN WITNESS WHEREOF, the Parties, having read and understood this Amendment, have executed such in duplicate copies, each of which shall have full dignity and force as an original, on the _______ day of _______________________, 20____. TRANYSTEMS CORPORATION dba TranSystems Corporation Consultants By: Signature Chad Gartner, P.E. Printed Name Senior Vice President Title 01-31-2024 Date TOWN OF PROSPER, TEXAS By: Signature Mario Canizares Printed Name Town Manager Title Date Page 229 Item 9. CONTRACT AMENDMENT #3 PAGE 3 OF 4 EXHIBIT A3 SCOPE OF SERVICES CONTRACT AMENDMENT #3 BETWEEN THE TOWN OF PROSPER, TEXAS, AND TRANSYSTEMS CORPORATION FOR THE US 380 DECELERATION LANE MODIFICATIONS PROJECT (2302-ST) I. PROJECT DESCRIPTION The US 380 TxDOT project is in Denton County and includes 10.45 centerline miles of state highway improvements from US 377 to west of CR 26. The project work will include redesign and addition of proposed roadway deceleration lanes from FM 1385 to east of Legacy Drive. The project scope includes initial evaluation of deceleration lanes requested by the Town of Prosper (Phase I); and redesign/ adding proposed deceleration lanes including median openings and driveways approved by TxDOT and the Town of Prosper to the US 380 construction plans and estimating quantities and construction cost for proposed deceleration lanes (Phase II & Phase III). II. TASK SUMMARY Task 5 – Phase III Project Management. Meet with the Town of Prosper and TxDOT staff to discuss redesign evaluation progress, pre-final submittal review comments, and final submittal deliverables (2 meetings assumed). Prepare and provide meeting notes as requested. Evaluate pre-final submittal review comments for resolution. (*Pre- final submittal review comments by the Town of Prosper and TxDOT assumed to only apply to plan revisions based on requested deceleration lane, median opening, and driveway improvements.) Task 6 – Phase III Redesign. Add deceleration lane, median opening, and driveway improvements requested by the Town of Prosper to the US 380 construction plans. Prepare and provide plans (11x17 drawings) including quantity revisions and estimated construction costs of requested deceleration lanes, median openings, and driveways. The Town of Prosper will prepare a list of franchise utilities impacted by the requested deceleration lanes, median openings, and driveways based on the provided construction plans and coordinate any franchise utility relocations needed with TxDOT. III. DELIVERABLES Task 5 – Phase III Project Management Three (3) PDF copy of meeting notes as requested One (1) Excel file of pre-final submittal review comments with resolution Task 6 – Phase III Redesign One (1) PDF copy of 11x17 revised drawings and quantity changes of requested deceleration lanes One (1) PDF copy of estimated construction costs of requested deceleration lanes, median openings, and driveways Page 230 Item 9. CONTRACT AMENDMENT #3 PAGE 4 OF 4 EXHIBIT B3 COMPENSATION SCHEDULE CONTRACT AMENDMENT #3 BETWEEN THE TOWN OF PROSPER, TEXAS, AND TRANSYSTEMS CORPORATION FOR US 380 DECELERATION LANE MODIFICATIONS PROJECT (2302-ST) I. COMPENSATION SCHEDULE Task Completion Schedule Compensation Schedule Notice-to-Proceed March 13, 2024 Task 5 – Phase III Project Management March 2024 April 2024 May 2024 June 2024 $2,580 $1,720 $0 $0 Task 6 – Phase III Redesign March 2024 April 2024 May 2024 June 2024 $56,140 $18,710 $0 $0 Total Compensation $79,150 II. COMPENSATION SUMMARY Basic Services (Lump Sum) Amount Task 5 – Phase III Project Management $4,300 Task 6 – Phase III Redesign $74,750 Total Basic Services: $79,050 Special Services (Hourly Not-to-Exceed) Amount None $0 Total Special Services: $0 Direct Expenses Amount Mileage (Under Task 6) $100 Total Direct Expenses: $100 Page 231 Item 9. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Engineering Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Professional Services Agreement Criag Road (Preston Road-Fifth Street) Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 1. Acceleration of Infrastructure Agenda Item: Consider and act upon authorizing the Town Manager to execute a Professional Services Agreement between O’Brien Realty Advisors, LLC, and the Town of Prosper, Texas, related to appraisal services for the Craig Road (Preston Road-Fifth Street) project. Description of Agenda Item: This project involves the construction of Craig Road from Preston Road to Fifth Street. It will include concrete paving with curb and gutter, underground storm drainage, and the installation of a new 12” water line. The proposed pavement section between Preston Road and Broadway will be a minimum 3-lane couplet (1 lane in each direction with a continuous center turn lane), within a typical 65-feet of right-of-way. Between Broadway and Fifth Street, the proposed pavement section will be 1 lane in each direct without a continuous center turn lane. This contract provides appraisal services to determine the land value for 13 parcels along Craig Road from Preston Road to Fifth Street. O’Brien Realty Advisors, LLC, has not worked directly with the Town of Prosper on a project, but they have worked with other municipalities in the metroplex with positive results. They are familiar with the project and staff believes that they have the experience and knowledge to perform the work for the Town. Budget Impact: The cost for the appraisal services is $45,500 and the funding source is Account No. 750-5410-10- 00-2140-ST Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard Professional Services Agreement as to form and legality. ENGINEERING SERVICES Page 232 Item 10. Page 2 of 2 Attached Documents: 1. Professional Services Agreement 2. Location Map Town Staff Recommendation: Town staff recommends that the Town Council authorize the Town Manager to execute a Professional Services Agreement between O’Brien Realty Advisors, LLC, and the Town of Prosper, Texas, related to appraisal services for the Craig Road (Preston Road-Fifth Street) project. Proposed Motion: I move to authorize the Town Manager to execute a Professional Services Agreement between O’Brien Realty Advisors, LLC, and the Town of Prosper, Texas, related to appraisal services for the Craig Road (Preston Road-Fifth Street) project. Page 233 Item 10. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 1 OF 13 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND O’BRIEN REALTY ADVISORS, LLC FOR THE CRAIG ROAD (PRESTON ROAD-FIFTH STREET) PROJECT (2140-ST) This Agreement for Professional Services, hereinafter called “Agreement,” is entered into by the Town of Prosper, Texas, a municipal corporation, duly authorized to act by the Town Council of said Town, hereinafter called “Town,” and O’Brien Realty Advisors, LLC, a company authorized to do business in Texas, acting through a duly authorized officer, hereinafter called “Consultant,” relative to Consultant providing professional services to Town. Town and Consultant when mentioned collectively shall be referred to as the “Parties.” W I T N E S S E T H: WHEREAS, Town desires to obtain professional services in connection with the Craig Road (Preston Road-Fifth Street) Project (2140-ST) hereinafter called “Project”; For the mutual promises and benefits herein described, Town and Consultant agree as follows: 1.Term of Agreement. This Agreement shall become effective on the date of its execution by both Parties, and shall continue in effect thereafter until terminated as provided herein. 2.Services to be Performed by Consultant. The Parties agree that Consultant shall perform such services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care and skill ordinarily exercised under similar circumstances by competent members of their profession. In case of conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all Parties to this Agreement. 3.Prompt Performance by Consultant. Consultant shall perform all duties and services and make all decisions called for hereunder promptly and without unreasonable delay as is necessary to cause Consultant’s services hereunder to be timely and properly performed. Notwithstanding the foregoing, Consultant agrees to use diligent efforts to perform the services described herein and further defined in any specific task orders, in a manner consistent with these task orders; however, the Town understands and agrees that Consultant is retained to perform a professional service and such services must be bound, first and foremost, by the principles of sound professional judgment and reasonable diligence. 4.Compensation of Consultant. Town agrees to pay to Consultant for satisfactory completion of all services included in this Agreement a total fee of Forty-Five Thousand Five Hundred and 00/100 Dollars ($45,500.00) for the Project as set forth and described in Exhibit B - Compensation Schedule and incorporated herein as if written word for word. Lump sum fees shall be billed monthly based on the percentage of completion. Hourly not to exceed fees shall be billed monthly based on hours of work that have been completed. Direct Costs for expenses such as mileage, copies, scans, sub- consultants, and similar costs are included in fees and shall be billed as completed. Consultant agrees to submit statements to Town for professional services no more than once per month. These statements will be based upon Consultant's actual services performed and reimbursable expenses incurred, if any, and Town shall endeavor to make prompt payments. Each statement submitted by Consultant to Town shall be reasonably itemized to show the amount of work performed during that period. If Town fails to pay Consultant within sixty (60) calendar days of the receipt of Consultant's invoice, Consultant may, after giving ten (10) days written Page 234 Item 10. to Town, suspend professional services until paid. Nothing contained in this Agreement shall require Town to pay for any work that is unsatisfactory as reasonably determined by Town or which is not submitted in compliance with the terms of this Agreement. The Scope of Services shall be strictly limited. Town shall not be required to pay any amount in excess of the original proposed amount unless Town shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. 5.Town's Obligations. Town agrees that it will (i) designate a specific person as Town's representative, (ii) provide Consultant with any previous studies, reports, data, budget constraints, special Town requirements, or other pertinent information known to Town, when necessitated by a project, (iii) when needed, assist Consultant in obtaining access to properties necessary for performance of Consultant's work for Town, (iv) make prompt payments in response to Consultant's statements and (v) respond in a timely fashion to requests from Consultant. Consultant is entitled to rely upon and use, without independent verification and without liability, all information and services provided by Town or T awn's repres entatives. 6.Ownership and Reuse of Documents. Upon completion of Consultant's services and receipt of payment in full therefore, Consultant agrees to provide Town with copies of all materials and documents prepared or assembled by Consultant under this Agreement and that Town may use them without Consultant's permission for any purpose relating to the Project. Any reuse of the documents not relating to the Project shall be at Town's risk. Consultant may retain in its files copies of all reports, drawings, specifications and all other pertinent information for the work it performs for Town. 7.Town Objection to Personnel. If at any time after entering into this Agreement, Town has any reasonable objection to any of Engineer's personnel, or any personnel, professionals and/or consultants retained by Engineer, Engineer shall promptly propose substitutes to whom Town has no reasonable objection, and Engineer's compensation shall be equitably adjusted to reflect any difference in Engineer's costs occasioned by such substitution. 8.Insurance. Consultant shall, at its own expense, purchase, maintain and keep in force throughout the duration of this Agreement applicable insurance policies as described in Exhibit C • Insurance Requirements and incorporated herein as if written word for word. Consultant shall submit to Town proof of such insurance prior to commencing any work for Town. 9.Indemnification. CONSUL TANT DOES HEREBY COVENANT AND AGREE TO RELEASE, INDEMNIFY AND HOLD HARMLESS TOWN AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND INVITEES FROM AND AGAINST LIABILITY, CLAIMS, SUITS, DEMANDS AND/OR CAUSES OF ACTION, (INCLUDING, BUT NOT LIMITED TO, REASONABLE A TIORNEY'S FEES AND COSTS OF LITIGATION), WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSONS BUT ONLY TO THE EXTENT OCCASIONED BY THE NEGLIGENT ACT, ERROR OR OMISSION OF CONSULTANT, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, INVITEES OR OTHER PERSONS FOR WHOM CONSULT ANT IS LEGALLY LIABLE WITH REGARD TO THE PERFORMANC E OF THIS AGREEMENT. IN THE EVENT THAT TOWN AND CONSULTANT ARE CONCURRENTLY NEGLIGENT, THE PARTIES AGREE THAT ALL LIABILITY SHALL BE CALCULATED ON A COMPARATIVE BASIS OF FAULT AND RESPONSIBILITY AND THAT NEITHER PARTY SHALL BE REQUIRED TO DEFEND OR INDEMNIFY THE OTHER PARTY FOR THAT PARTY'S NEGLIGENT OR INTENTIONAL ACTS, ERRORS OR OMISSIONS. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 20F 13 Page 235 Item 10. 10.Notices. Any notices to be given hereunder by either Party to the other may be affected either bypersonal delivery, in writing, or by registered or certified mail to the following addresses: O'Brien Realty Advisors, LLC Chris Haller 3509 Hulen Street, Ste 201 Fort Worth, TX 76107 challer@obrien-row.com Town of Prosper Mario Canizares, Town Manager PO Box 307 Prosper, TX 75078 mcanizares@prospertx.gov 11.Termination. The obligation to provide further services under this Agreement may be terminated by either Party in writing upon thirty (30) calendar days notice. In the event of termination by Town, Consultant shall be entitled to payment for services rendered through receipt of the termination notice. 12.Sole Parties and Entire Agreement. This Agreement shall not create any rights or benefits to anyone except Town and Consultant, and contains the entire agreement between the Parties. Oral modifications to this Agreement shall have no force or effect. 13.Assignment and Delegation. Neither Town nor Consultant may assign its rights or delegate itsduties without the written consent of the other Party. This Agreement is binding on Town and Consultant to the extent permitted by law. Nothing herein is to be construed as creating any personal liability on the part of any Town officer, employee or agent. 14.Texas Law to Apply; Successors; Construction. This Agreement shall be construed under and inaccordance with the laws of the State ofTexas. It shall be binding upon, and inure to the benefit of, the Parties hereto and their representatives, successors and assigns. Should any provisions in this Agreement later be held invalid, illegal or unenforceable, they shall be deemed void, and this Agreement shall be construed as if such provision had never been contained herein. 15.Conflict of Interest. Consultant agrees that it is aware of the prohibited interest requirement of theTown Charter, which is repeated in Exhibit D • Conflict of Interest Affidavit and incorporated herein as if written word for word, and will abide by the same. Further, a lawful representative of Consultant shall execute the Affidavit included in the exhibit. Consultant understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement voidable. 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 Consultant shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit E • Conflict of Interest Questionnaire and incorporated herein as if written word for word. 16.Venue. The Parties herein agree that this Agreement shall be enforceable in Prosper, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Collin County, Texas. 17.Mediation. In the event of any disagreement or conflict concerning the interpretation of thisAgreement. and such disagreement cannot be resolved by the signatories hereto, the signatories agree to submit such disagreement to non-binding mediation. 18.Prevailing Party. In the event a Party initiates or defends any legal action or proceeding to enforceor interpret any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable costs and attorney's fees (including its reasonable costs and attorney's fees on any appeal). PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 30F 13 Page 236 Item 10. 19.�Anti-Israel Boycott" Provision. In accordance with Chapter 2270, Texas Government Code, a Texas governmental entity may not enter into a contract with a company for the provision of goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Chapter 2270 does not apply to a (1) a company that is a sole proprietorship; (2)a company that has fewer than ten (10) full-time employees; or (3) a contract that has a value of less than OneHundred Thousand Dollars ($100,000.00). Unless the company is not subject to Chapter 2270 for the reasons statedherein, the signatory executing this Agreement on behalf of the company verifies by its signature to this Agreementthat the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 20.IRAN, SUDAN AND FOREIGN TERRORIST ORGANIZATIONS. If § 2252.153 of the TexasGovernment Code is applicable to this Contract, by signing below Contractor does hereby represent, verify and warrant that (i) it does not engage in business with Iran, Sudan or any foreign terrorist organization and (ii) it is not listed by the Texas Comptroller under§ 2252.153, Texas Government Code, as a company known to have contracts with or provide supplies or services to a Mforeign terrorist organizationn as defined in § 2252.151 of the Texas Government Code. 21.PROHIBITION ON CONTRACTS WITH CERTAIN COMPANIES PROVISION. In accordance with Section 2252.152 of the Texas Government Code, the Parties covenant and agree that Contractor is not on a list maintained by the State Comptroller's Office prepared and maintained pursuant to Section 2252.153 of the Texas Government Code. 22.Signatories. Town warrants and represents that the individual executing this Agreement on behalfof Town has full authority to execute this Agreement and bind Town to the same. Consultant warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Consultant to same. IN WITNESS WHEREOF, the Parties, having read and understood this Agreement, have executed such in duplicate copies, each of which shall have full dignity and force as an original, on the day of --------' 2024. O'Brien Realty Advisors, LLC By: Signature eU- Printed Name c} �ris (�4.l ( V Title Sc-o\-'1.,-.lys-.f: Date z{ ['SI to Z--'; TOWN OF PROSPER, TEXAS By: Signature Mario Canizares Printed Name Town Manager Title Date PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE40F 13 Page 237 Item 10. 3509 Hulen Street, Suite 201, Fort Worth, Texas 76107 1 | Page February 2, 2024 Ms. Alexis Walker, P.E. Via Email: awalker@prospertx.gov Town of Prosper, Texas 250 W. First Street Prosper, Texas 75078 RE: Proposal for Right of Way Appraisal Services: Town of Prosper, Texas; Craig Road Project. Dear Ms. Walker, At your request, we are pleased to provide this real property appraisal and consulting services proposal with regard to the above referenced Town of Prosper, Texas; Craig Road project. Our eminent domain team works diligently to provide a quality appraisal product in a timely manner. These assignments will be developed and prepared in conformity with and subject to the requirements of the Appraisal Institute's Code of Professional Ethics, the Uniform Standards of Professional Appraisal Practice (“USPAP”), and the Texas Appraiser Licensing and Certification Boards. The consultation will be subject to the additional provisions attached as Attachments I-II. Initial Appraisals: Based on surveys provided, we show a total of 13 parcels or tracts to be appraised and shown on the fee schedule below. We propose to complete these appraisals by May 31, 2024. No. Owner Address/Location Acquisition Fee 1 Daniel E. Jackman 102 S. Craig Rd. Prosper, TX 75078 Drainage Easement Temp. Construction Easement $3,500 2 Prosper Texas Capital, LLC NEC of E. Broadway and Craig Rd. Drainage Easement $3,500 3 Cursum Perficio 1, LLC 707 E. Broadway Prosper, TX 75078 Drainage Easement $3,500 4 Mia Lagrange 103 N. Craig Rd. Prosper, TX 75078 Drainage Easement $3,500 5 Emily Hultman 105 N. Craig Rd. Prosper, TX 75078 Drainage Easement $3,500 6 Byron Dowd 107 N. Craig Rd. Prosper, TX 75078 ROW Dedication Drainage Easement $3,500 7 Wildflower Ventures LLC 108 N. Craig Rd. Prosper, TX 75078 ROW Dedication Drainage Easement $3,500 8 Clayton & Megan Walvoord 709 E. First St. Prosper, TX 75078 ROW Dedication Temp. Construction Easement $3,500 9 Jimmy Charles Spradley 208 N. Craig Rd. Prosper, TX 75078 ROW Dedication Temp. Construction Easement $3,500 10 Bobby D. Jones 711 E. Fifth St. Prosper, TX 75078 ROW Dedication $3,500 11 Texas Bank 805 E. First St. Prosper, TX 75078 Sidewalk Easement Temp. Construction Easement $3,500 12 Griffin 4 Holdings LLC 300 S. Craig Rd. Prosper, TX 75078 Street Easement Temp. Construction Easement $3,500 13 4140 Properties LLC 805 E. First St. Prosper, TX 75078 Water Easement Temp. Construction Easement $3,500 Total $45,500 Page 238 Item 10. 3509 Hulen Street, Suite 201, Fort Worth, Texas 76107 2 | Page Appraisal Updates: Update fees on appraisals less than a year old will be billed at a rate of 50% of the initial appraisal fee. Update fees on appraisals more than a year old will be billed at the same rate as the initial appraisal fee. Additional terms and conditions are presented on the following pages. If the above agreement meets with your approval, please execute this proposal below and return the original. Should you have any questions or require more information please let us know. We look forward to the opportunity to work with you on this project. Sincerely, Matt D. Browne Chris B. Haller Managing Director Sr. Analyst State Certified General Appraiser State Certified General Appraiser 817.332.0200 – Office 817.332.0200 – Office 817.691-2393 – Cell 817.925.2910 – Cell mbrowne@obrien-row.com challer@obrien-row.com Project: Town of Prosper – Craig Road Project, Collin County, Texas Agreed this, the ____ day of February 2024 BY: ____________________________________________ Authorized Signature ____________________________________________ Printed Name Page 239 Item 10. 3509 Hulen Street, Suite 201, Fort Worth, Texas 76107 3 | Page ATTACHMENT I ADDITIONAL TERMS 1.Completion Date Estimate: O’Brien Realty Advisors, LLC dba “O’Brien Right of Way Valuation” agrees to use reasonable commercial efforts to complete assignments as per the attached letter agreement. Said completion date is an estimate and does not take into consideration delays beyond the control of O’Brien Right of Way Valuation such as illness, lack of specific necessary data and/or Acts of God. 2.Database: The Client agrees that the data collected by O’Brien Right of Way Valuation in this assignment will remain the property of O’Brien Right of Way Valuation. 3.The Client agrees to pay O’Brien Right of Way Valuation within thirty (30) days after the time the invoice is submitted and acknowledges payment to O’Brien Right of Way Valuation is not contingent upon any set outcome, result or award to the Client. 4.Litigation: In the event O’Brien Right of Way Valuation is called upon to provide testimony or receives a subpoena concerning any suit or proceeding or otherwise become involved in any litigation relating to this engagement or assignment, in which O’Brien Right of Way Valuation is not a party, O’Brien Right of Way Valuation will make every reasonable effort to assist the Client and give such testimony. The Client agrees to compensate O’Brien Right of Way Valuation at its then current rates, on an hourly basis, plus reimbursement for all expenses reasonably incurred as a result of said litigation. In addition to the foregoing, the following terms are applicable: (a)Review and trial preparation (if applicable) in-office, will be billed at standard hourly rates; outside office rates may apply to conferences, depositions and testimony. Our current in- office rates are as follows: Mike C. O’Brien/Matt Browne $275.00 Director $250.00 Sr. Analyst $225.00 Analyst $175.00 Project manager $90.00 (b)All fees for reports, conferences and depositions must be paid prior to hearings and trial Page 240 Item 10. 3509 Hulen Street, Suite 201, Fort Worth, Texas 76107 4 | Page (c)Due to the difficulty associated with accurately forecasting the number of hours which may be required with the research, hearing and/or trial preparation, deposition time, client/expert conferences, etc., we will maintain contemporaneous time and expense records and will provide you invoices on a 10 day billing cycle. The Client agrees to pay O’Brien Right of Way Valuation within thirty (30) days after the time the invoice is submitted and acknowledges payment to O’Brien Right of Way Valuation is not contingent upon any set outcome, result or award to the Client. 5.Limitations of Liability: It is expressly agreed that in any action which may be brought against O’Brien Right of Way Valuation, or their respective officers, owners, managers, directors, agents, subcontractors or employees (the “O’Brien Right of Way Valuation Parties”), arising out of, relating to, or in any way pertaining to this engagement, the appraisal reports, or any estimates or information contained therein, the O’Brien Right of Way Valuation Parties shall not be responsible or liable for an incidental or consequential damages or losses, unless the appraisal was fraudulent or prepared with gross negligence. It is further agreed that the collective liability of the O’Brien Right of Way Valuation Parties in any such action shall not exceed the total fees paid for the assignment under this letter agreement unless the appraisal was fraudulent or prepared with gross negligence. Finally, it is agreed that the fees charged herein are in reliance upon the foregoing limitations of liability. Page 241 Item 10. 3509 Hulen Street, Suite 201, Fort Worth, Texas 76107 5 | Page ATTACHMENT II REQUEST FOR INFORMATION Following is a list of items we typically request at the outset of a project so we can provide the proposed services within the agreed upon time frame as discussed above. If, at this time, you are certain you will not be providing any specific items noted below, please cross out the item and mark “NA” next to the item so that we will be notified that the information is not available and will not be forthcoming. 1.Property Owner Line List 2.Title Work 3.Surveys and/or plats 4.Easement Document 5.Mapping; alignment sheets showing route, any deed plots or aerials showing boundaries of properties, and any Google kmz. files showing the route and or ownership information. Page 242 Item 10. EXHIBITC INSURANCE REQUIREMENTS Service provider shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the vendor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the service provider. A certificate of insurance meeting all requirements and provisions outlined herein shall be provided to the Town prior to any services being performed or rendered. Renewal certificates shall also be supplied upon expiration. A. B. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1.ISO Form Number GL 00 01 (or similar form} covering Commercial General Liability. "Occurrence" form only, "claims made" forms are unacceptable, except for professional liability. 2.Workers Compensation insurance as required by the Labor Code of the State of Texas, including Employers' Liability Insurance. 3.Automobile Liability as required by the State ofTexas, covering all owned, hired, or non-owned vehicles. Automobile Liability is only required if vehicle(s) will be used under this contract. 4.Professional Liability, also known as Errors and Omissions coverage. MINIMUM LIMITS OF INSURANCE Service Provider shall maintain throughout contract limits not less than: 1.Commercial General Liability: $500,000 per occurrence /$1,000,000 in the aggregate for third party bodily injury, personal injury and property damage. Policy will include coverage for: a.Premises / Operations b.Broad Form Contractual Liability C.Products and Completed Operations d.Personal Injury e.Broad Form Property Damage 2.Workers Compensation and Employer's Liability: Workers Compensation limits as required by the Labor Code of the State ofTexas and Statutory Employer's Liability minimum limits of $100,000 each accident, $300,000 Disease-Policy Limit, and $100,000 Disease-Each Employee. 3.Automobile Liability: $500,000 Combined Single Limit. Limits can only be reduced if approved by the Town. Automobile liability shall apply to all owned, hired, and non-owned autos. 4.Professional Liability aka Errors and Omissions: $500,000 per occurrence and in the aggregate. C.DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductible or self-insured retentions in excess of $10,000 must be declared to and approved by the Town. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 100F 13 Page 243 Item 10. D.OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain the following provisions: 1.General Liability and Automobile Liability Coverages a.The Town, its officers, officials, employees, boards and commissions and volunteers are to be added as "Additional lnsured'sft relative to liability arising out of activities performed by or on behalf of the provider, products and completed operations of the provider, premises owned, occupied or used by the provider. The coverage shall contain no special limitations on the scope of protection afforded to the Town, its officers, officials, employees or volunteers. b.The provider'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, emplo yees or volunteers shall be in excess of the provider's insurance and shall not contribute with it. c.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. d.The provider's insurance shall apply separately to each insured against whom the claim is made or suit is brought, except to the insured's limits of liability. 2.Workers Compensation and Employer's Liability Coverage: The insurer shall agree to waive all rights of subrogation against the Town, its officers, officials, employees and volunteers for losses arising from work performed by the provider for the Town. 3.All Coverages: Each insurance policy required by this clause 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 fornon-payment. 4.Professional Liability and/ or Errors and Omissions: "Claims madeft policy is acceptable coverage, which must be maintained during the course of the project, and up to two {2) years after completion and acceptance of the project by the Town. E.ACCEPTABILITY OF INSURERS The Town prefers that Insurance be placed with insurers with an A.M. Best's rating of no less than A· VI, or better. F.VERIFICATION OF COVERAGE Service Provider shall provide the Town with certificates of insurance indicating the coverages required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of insurance similar to the ACORD Form are acceptable. Town will not accept Memorandums of Insurance or Binders as proof of insurance .• The Town reserves the right to require complete, certified copies of all required insurance policies at any time. Certificate holder to be listed as follows: Town of Prosper P.O. Box 307 Prosper, TX 75078 PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 11 OF 13 Page 244 Item 10. THE STATE OF TEXAS § § COUNTY OF § I, (;�("IS l:\:t.t. l \ if , 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 $25,000.00 or more of the fair market value of the business entity. Funds received from the business entity exceed 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 $25,000.00. A relative of mine has substantial interest in the business entity or property that would be affected by my 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 the public body which took action on the agreement. Signed this ___ / � ____ day of Feb...-0 c.--r-"':) '2Q:l-'{ aM. Signature of Official / Title BEFORE ME, the undersigned authority, this day personally appeared Ckic � � (.{a_tl-Lr 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..!2._day of r��f" I.A.. J ... ----� -- Jus\ca Farris My cammlnlon E11plrH 6/10/2027 Notary 10132045534 I PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 No My Commission expires: � /t D /;J.O:). 7.. f EXHIBIT DCONFLICT OF INTEREST AFFIDAVIT PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND O’BRIEN REALTY ADVISORS,LLC FOR THE C RAIG ROAD (PRESTON ROAD-FIFTH STREET) PROJECT (2140-ST) PAGE 120F 13 Page 245 Item 10. 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B. la Iha 'lrllildW'� or� ID n1C11M1 UJ.allM income, atharlhan i-nam incoml, lrom or at Iha� d the local �nl cffica or a fanit, menti.-al the allicerANO Iha taxable incaM is l1IJt � Imm the local� entity? 0.-. w:he�pla,manl or ---••T• a1111f.!ipdlatthnendor� in Section 1 ffll!inll!inlwilh • c:orponl1icn or DCbar lluaine• •r6tr ailh 11111p9c:C 1owhil:b the lacal 9Dm1nw .tt oltimr •n. • an officar or cl•ctor, • halda an ownarahip ira111at af-parc:enl or mare. aiedt this baa ii Iha \l8nb i-given the b:al g.MlflllDMlllicar or a� mernbet of the ollm Dnll or man, gilla BS dNaMcl in Seeliol) 178 • t!li.� gills dmcribed' ill 5edion 116.003(&-l), PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 13 OF 13 Page 246 Item 10. Craig Road (Preston-Fifth) Right-of-way and Easement Acquisition Overall Location Map Right-of-way Right-of-way & Easement Easement # # # #1 #2 #3 #6 #7 #13 #9 #10 #8 #11 #12 #5 #4 PARCEL # OWNER Right- of way (acres) Drainage Easement (acres) Temporary Construction Easement (acres) Water Easement (acres) Street Easement (acres) Sidewalk Easement (acres) 1 EASTERN HEIGHTS SUBDIVISION 0.0180 0.0268 2 PROSPER TEXAS CAPITAL , LLC 0.0545 3 TOWSON ADDITION, LOT 2 0.0265 4 TOWSON ADDITION, LOT 1 0.0188 5 CRAIG SERIES 0.0172 6 PAUL A. BASDEN 0.0072 0.0126 7 THE MAHARD 2003 PARTNERSHIP, LP 0.1262 0.0087 8 CLAYTON WALVOOD & MEGAN WALVOORD 0.069 0.0144 9 JIM C. SPRADLEY & CAROL SPRADLEY 0.0557 0.0278 10 BOBBY D. JONES & WANDA L. JONES 0.0727 11 TEXAS BANK 0.0476 0.0352 12 VILLAGE OF PROSPER 0.0168 0.0260 13 STANTON ADDITION 0.0211 0.0119 Page 247 Item 10. Professional Services Agreement for Appraisal Services $45,500.00 Recommendation: O’Brien Realty Advisors, LLC #1 #2 #3 #6 #7 #13 #9 #10 #8 #11 #12 #5#4 # # # Right-of-way Right-of-way & Easement Easement Craig Road First StreetBroadway Street Fifth StreetPage 248 Item 10. Page 1 of 2 To: Mayor and Town Council From: Chuck Ewings, Assistant Town Manager Through: Mario Canizares, Town Manager Re: Professional Services Agreement Updated Assessment of the Development Review Process Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and act upon authorizing the Town Manager to execute a Professional Services Agreement between Matrix Consulting Group, Ltd., and the Town of Prosper, Texas, related to the Updated Assessment of the Development Review Process project. Description of Agenda Item: In 2021 and 2022, Matrix Consulting Group, Ltd,, conducted a customer service survey as well as an operational and process review to examine the quality and type of development applications being received and processed by Town staff. That effort focused on the operational approaches and processes of the Planning, Building, Engineering, Parks and Fire staff involved in the review, permitting, and inspections for development activity. Tasks included interviews with members of staff involved in the development review process, review of applications received by the Town, comparison of Town’s development information (forms, checklists, etc.) with industry best practices as well as assessment of review practices to industry best practices in order to develop recommendations to improve practices, processes, and approaches for more efficient and effective operation. Since 2022, Town staff has implemented many of the recommendations to improve customer service with great success, including but not limited to the following:  In June 2022, all Development and Zoning applications were required to be submitted with the appropriate Town plan review checklist to ensure all required documentation is provided, or the application would be rejected.  In August 2022, all plan submittals were required to include all the quality requirements outlined in the applicable plan review checklist. Upon receipt of the 1st Submittals, Town staff provides a cursory review of the application and supporting materials to verify whether or not the submittal contains all required documentation and also perform an initial review to ensure the quality requirements outlined in the plan review checklist are included and notify applicants within 72 hours if their application has been accepted or rejected. DEVELOPMENT AND INFRASTRUCTURE SERVICES Page 249 Item 11. Page 2 of 2 With the addition of several new staff in various Town departments that manage the development review process, an updated assessment is recommended. The updated assessment will include the following tasks: 1. Interview Town Council and Staff and Review Prior Recommendation Implementation from 2022 Study. 2. Interview Prior Customers to Understand Their Perspective of Services Provided by the Town. 3. Compare Performance Timelines to other North Texas Cities. 4. Evaluate the Current Operations, Processes, and Staffing Needs. The final report is anticipated to be complete in June 2024, and will contain the following elements:  A detailed analysis of the prior recommendation implementation status.  Summary of the stakeholder feedback themes.  Performance comparative assessment.  Detailed analysis of historic workload trends, performance metrics, technology, and staffing needs. Budget Impact: The cost for the updated assessment is $34,600 and the funding source is Account No. 100-5410- 40-01. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard Professional Services Agreement as to form and legality. Attached Documents: 1. Professional Services Agreement Town Staff Recommendation: Town staff recommends that the Town Council authorize the Town Manager to execute a Professional Services Agreement between Matrix Consulting Group, Ltd., and the Town of Prosper, Texas, related to the Updated Assessment of the Development Review Process project. Proposed Motion: I move to authorize the Town Manager to execute to execute a Professional Services Agreement between Matrix Consulting Group, Ltd., and the Town of Prosper, Texas, related to the Updated Assessment of the Development Review Process project. Page 250 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 1 OF 12 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND MATRIX CONSULTING GROUP, LTD., FOR THE UPDATED ASSESSMENT OF THE DEVELOPMENT REVIEW PROCESS This Agreement for Professional Services, hereinafter called “Agreement,” is entered into by the Town of Prosper, Texas, a municipal corporation, duly authorized to act by the Town Council of said Town, hereinafter called “Town,” and Matrix Consulting Group, Ltd., a company authorized to do business in Texas, acting through a duly authorized officer, hereinafter called “Consultant,” relative to Consultant providing professional services to Town. Town and Consultant when mentioned collectively shall be referred to as the “Parties.” W I T N E S S E T H: WHEREAS, Town desires to obtain professional services in connection with the Updated Assessment of the Development Review Process, hereinafter called “Project”; For the mutual promises and benefits herein described, Town and Consultant agree as follows: 1. Term of Agreement. This Agreement shall become effective on the date of its execution by both Parties, and shall continue in effect thereafter until terminated as provided herein. 2. Services to be Performed by Consultant. The Parties agree that Consultant shall perform such services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care and skill ordinarily exercised under similar circumstances by competent members of their profession. In case of conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all Parties to this Agreement. 3. Prompt Performance by Consultant. Consultant shall perform all duties and services and make all decisions called for hereunder promptly and without unreasonable delay as is necessary to cause Consultant’s services hereunder to be timely and properly performed. Notwithstanding the foregoing, Consultant agrees to use diligent efforts to perform the services described herein and further defined in any specific task orders, in a manner consistent with these task orders; however, the Town understands and agrees that Consultant is retained to perform a professional service and such services must be bound, first and foremost, by the principles of sound professional judgment and reasonable diligence. 4. Compensation of Consultant. Town agrees to pay to Consultant for satisfactory completion of all services included in this Agreement a total fee of Thirty-Four Thousand, Six Hundred Dollars and Zero Cents ($34,600.00) for the Project as set forth and described in Exhibit B - Compensation Schedule and incorporated herein as if written word for word. Lump sum fees shall be billed monthly based on the percentage of completion. Hourly not to exceed fees shall be billed monthly based on hours of work that have been completed. Direct Costs for expenses such as mileage, copies, scans, sub-consultants, and similar costs are included in fees and shall be billed as completed. Consultant agrees to submit statements to Town for professional services no more than once per month. These statements will be based upon Consultant's actual services performed and reimbursable expenses incurred, if any, and Town shall endeavor to make prompt payments. Each statement submitted by Consultant to Town shall be reasonably itemized to show the amount of work performed during that period. If Town fails to pay Consultant Page 251 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 2 OF 12 within sixty (60) calendar days of the receipt of Consultant's invoice, Consultant may, after giving ten (10) days written notice to Town, suspend professional services until paid. Nothing contained in this Agreement shall require Town to pay for any work that is unsatisfactory as reasonably determined by Town or which is not submitted in compliance with the terms of this Agreement. The Scope of Services shall be strictly limited. Town shall not be required to pay any amount in excess of the original proposed amount unless Town shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. 5. Town’s Obligations. Town agrees that it will (i) designate a specific person as Town’s representative, (ii) provide Consultant with any previous studies, reports, data, budget constraints, special Town requirements, or other pertinent information known to Town, when necessitated by a project, (iii) when needed, assist Consultant in obtaining access to properties necessary for performance of Consultant’s work for Town, (iv) make prompt payments in response to Consultant’s statements and (v) respond in a timely fashion to requests from Consultant. Consultant is entitled to rely upon and use, without independent verification and without liability, all information and services provided by Town or Town’s representatives. 6. Ownership and Reuse of Documents. Upon completion of Consultant’s services and receipt of payment in full therefore, Consultant agrees to provide Town with copies of all materials and documents prepared or assembled by Consultant under this Agreement and that Town may use them without Consultant's permission for any purpose relating to the Project. Any reuse of the documents not relating to the Project shall be at Town's risk. Consultant may retain in its files copies of all reports, drawings, specifications and all other pertinent information for the work it performs for Town. 7. Town Objection to Personnel. If at any time after entering into this Agreement, Town has any reasonable objection to any of Engineer’s personnel, or any personnel, professionals and/or consultants retained by Engineer, Engineer shall promptly propose substitutes to whom Town has no reasonable objection, and Engineer’s compensation shall be equitably adjusted to reflect any difference in Engineer’s costs occasioned by such substitution. 8. Insurance. Consultant shall, at its own expense, purchase, maintain and keep in force throughout the duration of this Agreement applicable insurance policies as described in Exhibit C - Insurance Requirements and incorporated herein as if written word for word. Consultant shall submit to Town proof of such insurance prior to commencing any work for Town. 9. Indemnification. CONSULTANT DOES HEREBY COVENANT AND AGREE TO RELEASE, INDEMNIFY AND HOLD HARMLESS TOWN AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND INVITEES FROM AND AGAINST LIABILITY, CLAIMS, SUITS, DEMANDS AND/OR CAUSES OF ACTION, (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY’S FEES AND COSTS OF LITIGATION), WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSONS BUT ONLY TO THE EXTENT OCCASIONED BY THE NEGLIGENT ACT, ERROR OR OMISSION OF CONSULTANT, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, INVITEES OR OTHER PERSONS FOR WHOM CONSULTANT IS LEGALLY LIABLE WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT. IN THE EVENT THAT TOWN AND CONSULTANT ARE CONCURRENTLY NEGLIGENT, THE PARTIES AGREE THAT ALL LIABILITY SHALL BE CALCULATED ON A COMPARATIVE BASIS OF FAULT AND RESPONSIBILITY AND THAT NEITHER PARTY SHALL BE REQUIRED TO DEFEND OR INDEMNIFY THE OTHER PARTY FOR THAT PARTY’S NEGLIGENT OR INTENTIONAL ACTS, ERRORS OR OMISSIONS. Page 252 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 3 OF 12 10. Notices. Any notices to be given hereunder by either Party to the other may be affected either by personal delivery, in writing, or by registered or certified mail to the following addresses: Matrix Consulting Group, Ltd. Richard Brady, President 1650 S. Amphlett, Suite 213 San Mateo, CA 94402 rbrady@matrixcg.net Town of Prosper Mario Canizares, Town Manager PO Box 307 Prosper, TX 75078 MCanizares@prospertx.gov 11. Termination. The obligation to provide further services under this Agreement may be terminated by either Party in writing upon thirty (30) calendar days notice. In the event of termination by Town, Consultant shall be entitled to payment for services rendered through receipt of the termination notice. 12. Sole Parties and Entire Agreement. This Agreement shall not create any rights or benefits to anyone except Town and Consultant, and contains the entire agreement between the Parties. Oral modifications to this Agreement shall have no force or effect. 13. Assignment and Delegation. Neither Town nor Consultant may assign its rights or delegate its duties without the written consent of the other Party. This Agreement is binding on Town and Consultant to the extent permitted by law. Nothing herein is to be construed as creating any personal liability on the part of any Town officer, employee or agent. 14. Texas Law to Apply; Successors; Construction. This Agreement shall be construed under and in accordance with the laws of the State of Texas. It shall be binding upon, and inure to the benefit of, the Parties hereto and their representatives, successors and assigns. Should any provisions in this Agreement later be held invalid, illegal or unenforceable, they shall be deemed void, and this Agreement shall be construed as if such provision had never been contained herein. 15. Conflict of Interest. Consultant agrees that it is aware of the prohibited interest requirement of the Town Charter, which is repeated in Exhibit D - Conflict of Interest Affidavit and incorporated herein as if written word for word, and will abide by the same. Further, a lawful representative of Consultant shall execute the Affidavit included in the exhibit. Consultant understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement voidable. 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 Consultant shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit E - Conflict of Interest Questionnaire and incorporated herein as if written word for word. 16. Venue. The Parties herein agree that this Agreement shall be enforceable in Prosper, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Collin County, Texas. 17. Mediation. In the event of any disagreement or conflict concerning the interpretation of this Agreement, and such disagreement cannot be resolved by the signatories hereto, the signatories agree to submit such disagreement to non-binding mediation. 18. Prevailing Party. In the event a Party initiates or defends any legal action or proceeding to enforce or interpret any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable costs and attorney’s fees (including its reasonable costs and attorney’s fees on any appeal). Page 253 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 4 OF 12 19. “Anti-Israel Boycott” Provision. In accordance with Chapter 2270, Texas Government Code, a Texas governmental entity may not enter into a contract with a company for the provision of goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Chapter 2270 does not apply to a (1) a company that is a sole proprietorship; (2) a company that has fewer than ten (10) full-time employees; or (3) a contract that has a value of less than One Hundred Thousand Dollars ($100,000.00). Unless the company is not subject to Chapter 2270 for the reasons stated herein, the signatory executing this Agreement on behalf of the company verifies by its signature to this Agreement that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 20. Signatories. Town warrants and represents that the individual executing this Agreement on behalf of Town has full authority to execute this Agreement and bind Town to the same. Consultant warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Consultant to same. IN WITNESS WHEREOF, the Parties, having read and understood this Agreement, have executed such in duplicate copies, each of which shall have full dignity and force as an original, on the _______ day of _______________________, 20____. Matrix Consulting Group, Ltd By: Richard Brady Signature Richard Brady Printed Name President Title February 28, 2024 Date TOWN OF PROSPER, TEXAS By: Signature Mario Canizares Printed Name Town Manager Title Date Page 254 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 5 OF 12 EXHIBIT A SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND MATRIX CONSULTING GROUP, LTD., FOR THE UPDATED ASSESSMENT OF THE DEVELOPMENT REVIEW PROCESS I. PROJECT DESCRIPTION The following task plan presents the efforts to review the status of recommendations from the 2022 study, engage with recent customers to understand their perceptions, evaluate current processes and technology utilization, and review recent staff review time performance in relation to others in nearby communities. II. TASK SUMMARY Task 1: Interview Town Council and Staff and Review Prior Recommendation Implementation. This task includes two steps: (1) review the prior study recommendations to understand if and how they were implemented and (2) interview Town Council and staff to understand current operational approaches, technology, utilization, workload, challenges, etc. The first component of this task will involve conducting a workshop with staff to review the previous study’s recommendations and determine if and how they have been implemented. This workshop will have representatives from each development function and review each recommendation to determine if it has been fully implemented, partially implemented, or not implemented. For recommendations that have not been implemented, we will discuss if the recommendation is still valid and possible next steps for completion. Second, we need to develop an understanding of the key issues impacting and shaping service requirements. We will conduct interviews with interested Town Council member to get their feedback on the process. We will also interview representatives from each of the relevant departments/divisions involved in the development review, permitting, and inspection processes to understand their current roles and processes. These interviews will focus on exploring issues and attitudes in the following areas: • Adequacy of service levels, and perceived gaps in existing levels of service. • Use of technology in the development process. • Identification of the workload for staff involved in the review process. • Document the current coordination mechanism and procedures in place to coordinate service delivery among different departments and divisions. • Document current performance targets and processing times for key processes and activities. • Identify current staff allocations by development discipline. The project team will prepare a current state assessment that presents our understanding of service levels, technology utilization, historic workload, and performance. Page 255 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 6 OF 12 Task 2: Interview Prior Customers to Understand Their Perspective of Services Provided by the Town. To ensure that the project team has a good understanding of customers’ perspectives of the services provided by the Town, we will interview of to 10 recent customers of the development review, permitting, and inspection process. This outreach will include one-on-one (or small group) conversation with individuals who have recently interacted with the development process. The project team will summarize key themes that are discussed as part of these conversations. Task 3: Compare Performance Timelines to other North Texas Cities. In this task the project team will conduct a comparative assessment of performance goals for up to six North Texas jurisdictions and compare them to the Town of Prosper’s timeline goals. This outreach will focus on performance goals for planning, building, and engineering application review and inspection performance. Task 4: Evaluate the Current Operations, Processes, and Staffing Needs. This task involves an evaluation of processes, workload, service levels and performance, staff utilization, work practices, and technology use of the development functions. We will address these issues by employing these approaches: • Evaluate the adequacy of major work practices utilized by each function. This analysis will include the review of three years of workload for each development functional area. Analysis will identify the degree to which key tasks are not being accomplished due to lack of staff and assess the extent to which tasks will be absorbed through streamlining of the work process. • Analyze response and review timeliness. The focus of this analysis is to conduct an in-depth analysis of response and review timeliness. The project team will evaluate the previous three years’ workloads to understand processing timelines by permit type. Analysis will include the timeliness of processing applications (by review entity/function), conducting initial and subsequent application reviews, issuing permits (or approval), scheduling and completion of inspections, and finalizing certificate of occupancies. Also, we will identify where timelines are not in compliance with established performance metrics, adopted local and state ordinance, regulation, or statute, and/or industry best practice. Recommendations may include the identification of new performance metrics to align with the Town’s service level expectations and resource availability. • Evaluate current technology systems. This task will focus on understanding and assessing current technology systems utilized by the Town. The project team will evaluate the current permitting software suite, degree to which GIS is implemented and utilized, how mobile and handheld devices are used in the field (e.g., tablets for inspectors), and the degree to which current systems result in efficient information-sharing and elimination of duplicative input. We will also evaluate opportunities to leverage technology to improve operational efficiencies. • Evaluate the skill mix of current staff and determine staffing resource needs. Our team will evaluate the adequacy of staffing levels to conduct historical workload needs. In this assessment, we will evaluate whether the staff possess the required skills to perform assigned tasks and the total number of in-house and/or contracted staff to complete the current workload within the adopted timelines. Staffing needs will be provided by position classification and include internal and contracted professional, technical, and administrative positions. Page 256 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 7 OF 12 At the conclusion of this task, we will have evaluated all aspects of the development processes and approaches including operational practices, service levels, technology, workflows, and staffing to identify improvement opportunities. Based on our evaluation, we will determine service improvement opportunities and process changes needed for the provision of development review services. Task 5: Develop a Draft and Final Reports. The draft and ﬁnal reports will contain the following elements: • A detailed analysis of the prior recommendation implementation status. • Summary of the stakeholder feedback themes. • Performance comparative assessment. • Detailed analysis of historic workload trends, performance metrics, technology, and staffing needs. Once staff and the internal project steering committee has reviewed the draft project report, we will make revisions, as needed, and ﬁnalize the report. We will be available to make a presentation of our ﬁndings and recommendations to development staff. III. DELIVERABLES Task 1 – A current state assessment of workload, performance, and technology utilization. Analysis of the previous study recommendation status and possible next steps. Task 2 – Summary of customer feedback from conversations identifying key trends and issues related to Town’s development processes. Task 3 – Comparative analysis of Prosper’s development review performance to six other North Texas jurisdictions. Task 4 – The deliverable of this task would be a summary of the identified improvement opportunities and proposed adjustments in processes, work practices, service levels, technology, and staffing levels. Task 5 – Compile the draft and final reports that includes analysis, recommendations, and presentation of findings. Page 257 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 8 OF 12 EXHIBIT B COMPENSATION SCHEDULE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND MATRIX CONSULTING GROUP, LTD., FOR THE UPDATED ASSESSMENT OF THE DEVELOPMENT REVIEW PROCESS I. COMPENSATION SCHEDULE Task Completion Schedule Compensation Schedule Notice-to-Proceed March 13, 2024 Task 1 - Staff Interviews, Recommendation Review April 2024 $5,190 Task 2 - Stakeholder Outreach May 2024 $3,460 Task 3 - Timeline Comparison May 2024 $3,892 Task 4 - Operations, Process, & Staffing Analysis June 2024 $10,813 Task 5 - Draft & Final Report June 2024 $11,245 Total Compensation $34,600 II. COMPENSATION SUMMARY Basic Services (Lump Sum) Amount Task 1 - Staff Interviews, Recommendation Review $5,190 Task 2 - Stakeholder Outreach $3,460 Task 3 - Timeline Comparison $3,892 Task 4 - Operations, Process, & Staffing Analysis $10,813 Task 5 - Draft & Final Report $11,245 Total Basic Services: $34,600 Special Services (Hourly Not-to-Exceed) Amount None $0 Total Special Services: $0 Direct Expenses Amount None $0 Total Direct Expenses: $0 Page 258 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 9 OF 12 EXHIBIT C INSURANCE REQUIREMENTS Service provider shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the vendor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the service provider. A certificate of insurance meeting all requirements and provisions outlined herein shall be provided to the Town prior to any services being performed or rendered. Renewal certificates shall also be supplied upon expiration. A. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. ISO Form Number GL 00 01 (or similar form) covering Commercial General Liability. “Occurrence” form only, “claims made” forms are unacceptable, except for professional liability. 2. Workers Compensation insurance as required by the Labor Code of the State of Texas, including Employers’ Liability Insurance. 3. Automobile Liability as required by the State of Texas, covering all owned, hired, or non-owned vehicles. Automobile Liability is only required if vehicle(s) will be used under this contract. 4. Professional Liability, also known as Errors and Omissions coverage. B. MINIMUM LIMITS OF INSURANCE Service Provider shall maintain throughout contract limits not less than: 1. Commercial General Liability: $500,000 per occurrence /$1,000,000 in the aggregate for third party bodily injury, personal injury and property damage. Policy will include coverage for: a. Premises / Operations b. Broad Form Contractual Liability c. Products and Completed Operations d. Personal Injury e. Broad Form Property Damage 2. Workers Compensation and Employer’s Liability: Workers Compensation limits as required by the Labor Code of the State of Texas and Statutory Employer’s Liability minimum limits of $100,000 each accident, $300,000 Disease- Policy Limit, and $100,000 Disease- Each Employee. 3. Automobile Liability: $500,000 Combined Single Limit. Limits can only be reduced if approved by the Town. Automobile liability shall apply to all owned, hired, and non-owned autos. 4. Professional Liability aka Errors and Omissions: $500,000 per occurrence and in the aggregate. C. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductible or self-insured retentions in excess of $10,000 must be declared to and approved by the Town. Page 259 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 10 OF 12 D. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain the following provisions: 1. General Liability and Automobile Liability Coverages a. The Town, 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 provider, products and completed operations of the provider, premises owned, occupied or used by the provider. The coverage shall contain no special limitations on the scope of protection afforded to the Town, its officers, officials, employees or volunteers. b. The provider’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, employees or volunteers shall be in excess of the provider’s insurance and shall not contribute with it. c. 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. d. The provider’s insurance shall apply separately to each insured against whom the claim is made or suit is brought, except to the insured’s limits of liability. 2. Workers Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subrogation against the Town, its officers, officials, employees and volunteers for losses arising from work performed by the provider for the Town. 3. All Coverages: Each insurance policy required by this clause 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. 4. Professional Liability and / or Errors and Omissions: “Claims made” policy is acceptable coverage, which must be maintained during the course of the project, and up to two (2) years after completion and acceptance of the project by the Town. E. ACCEPTABILITY OF INSURERS The Town prefers that Insurance be placed with insurers with an A.M. Best’s rating of no less than A- VI, or better. F. VERIFICATION OF COVERAGE Service Provider shall provide the Town with certificates of insurance indicating the coverages required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of insurance similar to the ACORD Form are acceptable. Town will not accept Memorandums of Insurance or Binders as proof of insurance. The Town reserves the right to require complete, certified copies of all required insurance policies at any time. Certificate holder to be listed as follows: Town of Prosper P.O. Box 307 Prosper, TX 75078 Page 260 Item 11. Page 261 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 12 OF 12 EXHIBIT E CONFLICT OF INTEREST QUESTIONNAIRE Matrix Consulting Group, Ltd. N/A March 4, 2024 Page 262 Item 11. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Engineering Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Contract for Personal Services FM 1461 12-inch Water Line Relocation Project Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 1. Acceleration of Infrastructure Agenda Item: Consider and act upon authorizing the Town Manager to execute a Contract for Personal Services between Universal Field Services, and the Town of Prosper, Texas, related to easement acquisition services for the FM 1461 12-inch Water Line Relocation project. Description of Agenda Item: The project involves replacement of approximately 15,700 linear feet of 12-inch water line on FM 1461 (Frontier Parkway) between Preston Road (SH 289) and Custer Road (FM 2478), ahead of the Texas Department of Transportation (TxDOT) widening from a 2-lane asphalt road to 4 lanes divided (ultimate 6 lanes). The current location of the Town has a 12-inch water line is on the south side of FM 1461 adjacent to the existing right-of-way for most of the project limits. Since the proposed roadway widening project will be over or near the existing water line, TxDOT is requiring the water line be relocated outside the limits of the roadway paving. Since the majority of the existing 12-inch water line is located outside the current TxDOT right-of- way, the Town is eligible to receive reimbursement from TxDOT for expenses related to the water line relocation. Town staff is working with TxDOT on the Standard Utility Agreement that will establish the eligible expenses ratio, currently estimated at 72%. Once the final ratio has been calculated and determined by TxDOT, the Standard Utility Agreement will be presented to the Town Council for consideration. This contract provides easement acquisition services for 18 parcels along FM 1461 (Frontier Parkway). Universal Field Services has not worked directly with the Town of Prosper on a project, but they have worked with other municipalities in the metroplex with positive results. They are also the firm that assisted TxDOT with acquisitions of right-of-way related to the same project. They are familiar with the project and property owners, and have the experience and knowledge to perform the work for the Town in a timely manner. ENGINEERING SERVICES Page 263 Item 12. Page 2 of 2 Budget Impact: The cost for the easement acquisition services is $166,000 and the funding source is Account No. 760-5410-10-00-2114WA. The current estimated cost for construction is $9,000,000, and the Town’s budget for easement acquisition and construction is $3,000,000. Final amount of reimbursement by TxDOT, currently estimated at 72%, will be outlined in the TxDOT Standard Utility Agreement. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached documents as to form and legality and has confirmed that Acquisition Services are not Professional Services under state law and qualifies as a Personal Service, not subject to the bidding statutes in Chapter 252 of the Local Government Code. Attached Documents: 1. Contract for Personal Services 2. Location Map Town Staff Recommendation: Town staff recommends that the Town Council authorize the Town Manager to execute a Contract for Personal Services between Universal Field Services, and the Town of Prosper, Texas, related to easement acquisition services for the FM 1461 12-inch Water Line Relocation project. Proposed Motion: I move to authorize the Town Manager to execute to execute a Contract for Personal Services between Universal Field Services, and the Town of Prosper, Texas, related to easement acquisition services for the FM 1461 12-inch Water Line Relocation project. Page 264 Item 12. Page 265Item 12. Page 266Item 12. Page 267Item 12. Page 268Item 12. Page 269Item 12. Page 270Item 12. Page 271Item 12. Page 272Item 12. Page 273Item 12. Page 274Item 12. Page 275Item 12. Page 276Item 12. Page 277Item 12. FM 1461 Water Line Easement Acquisition Overall Location Map PARCEL # OWNER 1 REMINGTON PRESTON LLC 2a MERITAGE HOMES OF TEXAS LLC/ FRONTIER ESTATES PHASE 2 2b MERITAGE HOMES OF TEXAS LLC/ FRONTIER ESTATES PHASE 2 3a CHRISTIAN CHAPEL ASSEMBLY OF GOD 3b CHRISTIAN CHAPEL ASSEMBLY OF GOD 4* WHITE R L LIVING TRUST 5* HE JIANMING 6* DA HOOD TRUST PARCEL # OWNER 7* ZUEHL SCOTT M & CHRISTY JO ZUEHL 8 TWIN CREELS PROSPER LLC 9 NIAZ ARSHAD 10 OM FRONTIER ESTATES LLC 11* AMBERWOOD FARMS HOMEOWNERS ASSN INC 12 DUNN RODNEY W & CHARLA 13 NAVA LUIS C & CLAUDIA 14 JOHNSON PHILLIP PARCEL # OWNER 15* KAMBOJI ABHIMANYU 16* QSI PARTNERS LLC 17* CASHON NANCY 18* PROPSER STORAGE LP Page 278 Item 12. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Engineering Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: First Amendment - Roadway Impact Fee Agreement (DNT Frontier Retail Center) Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 1. Acceleration of Infrastructure Agenda Item: Consider and act upon authorizing the Town Manager to execute the First Amendment to the Roadway Impact Fee Agreement between DNT Frontier, LP, and the Town of Prosper, Texas, related to the construction of the DNT Backer Road to serve the DNT Frontier Retail Center development. Description of Agenda Item: At the October 10, 2023, Town Council meeting, the Town Council approved a Roadway Impact Fee Agreement with DNT Frontier, LP, the developer that is developing the DNT Frontier Retail Center south of Frontier Parkway and east of the Dallas North Tollway. In order to facilitate the development, they have agreed to construct the DNT Backer Road adjacent to their development from Frontier Parkway to the southern property line of the development. The original Roadway Impact Fee Agreement mistakenly did not include the standard provision that in the event that full credits and reimbursements have not been made to DNT Frontier, LP, by the Town after the expiration of ten (10) years from the date of the Town’s acceptance of the roadway, the Town will reimburse DNT Frontier, LP, any shortfall. The proposed amendment to the Roadway Impact Fee Agreement adds the standard provision to the agreement. Budget Impact: The total estimated cost for the design and construction of the DNT Backer Road is $2,152,156.50. The current anticipated roadway impact fees owed by the DNT Frontier Retail Center development as well as the adjacent property to the east also included in the area of reimbursement is $2,579,931.60. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the agreement as to form and legality. ENGINEERING SERVICES Page 279 Item 13. Page 2 of 2 Attached Documents: 1. Town of Prosper Thoroughfare Plan 2. First Amendment Roadway Impact Fee Agreement Town Staff Recommendation: Town staff recommends that the Town Council authorize the Town Manager to execute the First Amendment to the Roadway Impact Fee Agreement between DNT Frontier, LP, and the Town of Prosper, Texas, related to the construction of the DNT Backer Road to serve the DNT Frontier Retail Center development. Proposed Motion: I move to authorize the Town Manager to execute the First Amendment to the Roadway Impact Fee Agreement between DNT Frontier, LP, and the Town of Prosper, Texas, related to the construction of the DNT Backer Road to serve the DNT Frontier Retail Center development. Page 280 Item 13. Town of Prosper Thoroughfare Plan (DNT Frontier Retail Center) Page 281 Item 13. Page 282 Item 13. Page 283 Item 13. Page 284 Item 13. Page 285 Item 13. Page 286 Item 13. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Engineering Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: First Amendment – Water Impact Fee Agreement (DNT Frontier Retail Center) Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 1. Acceleration of Infrastructure Agenda Item: Consider and act upon authorizing the Town Manager to execute the First Amendment to the Water Impact Fee Agreement between DNT Frontier, LP, and the Town of Prosper, Texas, related to the construction of a water line to serve the DNT Frontier Retail Center development. Description of Agenda Item: At the November 14, 2023, Town Council meeting, the Town Council approved a Water Impact Fee Agreement with DNT Frontier, LP, the developer that is developing the DNT Frontier Retail Center south of Frontier Parkway and east of the Dallas North Tollway. In order to facilitate the development, they agreed to construct a 12” water line from the Dallas North Tollway across their property, connecting to an existing water line in Frontier Park. The original Water Impact Fee Agreement mistakenly did not include the standard provision that in the event that full credits and reimbursements have not been made to DNT Frontier, LP, by the Town after the expiration of ten (10) years from the date of the Town’s acceptance of the water line, the Town will reimburse DNT Frontier, LP, any shortfall. The proposed amendment to the Water Impact Fee Agreement adds the standard provision to the agreement. Budget Impact: The estimated cost for the design and construction of the extension of approximately 2,562 feet of a 12” water line is $343,542. The current anticipated water impact fees owed by the DNT Frontier Retail Center development as well as the adjacent property to the east also included in the area of reimbursement is $309,476. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the agreement as to form and legality. ENGINEERING SERVICES Page 287 Item 14. Page 2 of 2 Attached Documents: 1. Town of Prosper Water System Capital Improvement Plan 2. First Amendment W ater Impact Fee Agreement Town Staff Recommendation: Town staff recommends that the Town Council authorize the Town Manager to execute the First Amendment to the Water Impact Fee Agreement between DNT Frontier, LP, and the Town of Prosper, Texas, related to the construction of a water line to serve the DNT Frontier Retail Center development. Proposed Motion: I move to authorize the Town Manager to execute the First Amendment to the Water Impact Fee Agreement between DNT Frontier, LP, and the Town of Prosper, Texas, related to the construction of a water line to serve the DNT Frontier Retail Center development. Page 288 Item 14. Town of Prosper Water System Capital Improvement Plan DNT Frontier Retail Center Frontier Parkway Prosper Trail Dallas North Tollway Page 289 Item 14. Page 290 Item 14. Page 291 Item 14. Page 292 Item 14. Page 293 Item 14. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Engineering Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Appoint Capital Improvements Advisory Committee Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and act upon the appointment of members to the Capital Improvements Advisory Committee, relative to the update of the Town’s impact fee ordinance, as required by Chapter 395 of the Texas Local Government Code. Description of Agenda Item: On February 14, 2023, the Town Council approved a professional services agreement with Freese & Nichols, Inc., regarding the update of the Town's water, wastewater, and roadway impact fees. Chapter 395 of the Texas Local Government Code requires that the Town Council appoint a Capital Improvements Advisory Committee (CIAC) to serve in an advisory capacity to the Council. The CIAC will meet with Town staff and Freese & Nichols throughout the impact fee update process and will advise the Town Council on the land use assumptions, capital improvement plans, and impact fee rates. Chapter 395 provides for two membership options for the CIAC. The first option is an ad-hoc committee of at least five members where not less than 40% of the membership consists of representatives of the real estate, development, or building industries and at least one representative from the Town's ETJ. The second option is an ad-hoc committee consisting of the Planning & Zoning Commission, where at least one member is a representative of the real estate, development, or building industries, and an additional representative from the Town's ETJ. Staff recommends that Town Council utilize the second option and appoint the Planning & Zoning Commission plus one additional ETJ representative to the Capital Improvement Advisory Committee: Planning & Zoning Commission  Glen Blanscet  Josh Carson  Brandon Daniel  John Hamilton  Sekou Harris  Damon Jackson ENGINEERING SERVICES Page 294 Item 15. Page 2 of 2  Cameron Reeves ETJ Representative  Tanner Andregg – lives in Artesia and works for Pogue Construction Budget Impact: There is no budgetary impact affiliated with this item. Legal Obligations and Review: The Town Council is required to appoint a Capital Improvements Advisory Committee in compliance with Chapter 395 of the Texas Local Government Code. Town Staff Recommendation: Town staff recommends that the Town Council appoint members to the Capital Improvement Advisory Committee, relative to the update of the Town’s impact fee ordinance, as required by Chapter 395 of the Texas Local Government Code. Proposed Motion: I move to appoint the following members to the Capital Improvement Advisory Committee: From the Planning & Zoning Commission  Glen Blanscet  Josh Carson  Brandon Daniel  John Hamilton  Sekou Harris  Damon Jackson  Cameron Reeves From the ETJ  Tanner Andregg Page 295 Item 15. Page 1 of 2 To: Mayor and Town Council From: David Hoover, AICP, Director of Development Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Amend Planned Development-111 Regarding the Number of Contiguous Units that Constitute a Row of Townhomes Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 3. Commercial Corridors are ready for Development Agenda Item: Conduct a public hearing and consider and act upon a request to amend the number of contiguous units that constitute a row of Townhomes in Planned Development-111 (PD-111), Ordinance No. 2021-52, located north of US 380 (University Drive) and west of Lakewood Drive. (ZONE-24- 0003) Future Land Use Plan: The Future Land Use Plan recommends US 380 Highway District and Medium Density Residential. Zoning: The property is zoned Planned Development-111 (Single Family/Mixed Use). Thoroughfare Plan: This property has direct access to Lakewood Drive and the future extension of Richland Boulevard. Parks Master Plan: The Parks Master Plan does not indicate a park is needed on the subject property. Legal Obligations and Review: Notification was provided as required by the Zoning Ordinance and state law. Staff received one phone call from a citizen with questions about the item. No emails or letters have been received from the public in either support or opposition to this request to date. Attached Documents: 1. Aerial & Zoning Maps 2. Exhibit A – Preliminary Plat (D22-0003) Staff Report & Meeting Minutes PLANNING Page 296 Item 16. Page 2 of 2 Description of Agenda Item: Staff proposes a text amendment to the Townhome component of Planned Development-111. Currently, the Planned Development standards state that the maximum number of Townhome units in a row is seven (7) and is silent regarding the minimum number of attached units. When a Planned Development does not specifically address a standard, the Zoning Ordinance requirements are applied. In this case, the Zoning Ordinance states that the minimum number of units in a Townhome is three (3). Zoning Ordinance, Chapter 3, Section 2 (Definitions) Townhome (Single Family Dwelling, Attached) means a structure located on a lot with fee simple ownership and containing three to eight dwelling units with each unit designed for occupancy by one family and each unit attac hed to another by a common wall. On March 1, 2022, the developer requested Planning & Zoning Commission consideration to approve a Preliminary Plat (D22-0003) for a 154-lot Townhome subdivision called The Dominion at Brookhollow. The lots were designed to accommodate two (2) attached units. The Staff Report for this project states, “townhome units in this development consist of two (2) attached units per building.” The preliminary plat was approved on the Consent Agenda by a vote of 6-0. Staff recommends the following modification to the language in the Planned Development so that it aligns with the intent of the development and the approved Preliminary Plat. Current: Maximum Adjoined Units: Buildings shall be a maximum of seven (7) connected residential units with a minimum of fourteen feet (14’) of separation between buildings. Proposed: Minimum and Maximum Adjoined Units: Buildings shall be two (2) to seven (7) connected residential units with a minimum of fourteen feet (14’) of separation between buildings. Planning & Zoning Recommendation: The Planning & Zoning Commission unanimously recommended approval of this item by a vote of 7-0 at their meeting on March 5, 2024 Town Staff Recommendation: Town Staff recommended approval of the request to amend the number of contiguous units that constitute a row of Townhomes in Planned Development-111 (PD-111), Ordinance No. 2021-52, located north of US 380 (University Drive) and west of Lakewood Drive. Proposed Motion: I move to approve/deny the request to amend the number of contiguous units that constitute a row of Townhomes in Planned Development-111 (PD-111), Ordinance No. 2021-52, located north of US 380 (University Drive) and west of Lakewood Drive. Page 297 Item 16. 0 510 1,020255 Feet GRACIE DR ELEANOR DR CORVARA DR AVANTI DRPARNELL MEWSCIVETTAMEWSLAKEWOODDRGA S TONRDMOORLAND PASS DRCORINTH I A NRD MOODYDRPEORIADRM O C K IN G B IR D LNPELICAN PT KELL E R D R MOORLANDPASSWINFRE Y P T ¯ Planned Development ZONE-24-0003 Dominion at Brookhollow This map for illustration purposes onlyFM 1385LACIM ABLVDUS HIGHWAY 380 FRONTIER PKWY FIRST ST PRESTON RDCOIT RDCUSTER RDLEGACY DRFM423TEELPKWYMAHARD PKWYDALLASNORTHTOLLWAYPROSPER TRL LOVERS LN BROADWAY ST SHAWNEE TRLR I C H L A N D BLVDCOLEMANPRAIRIEDRIVE GEE RD HAYS RDFISHTRAP RD PARVIN RD Page 298 Item 16. 0 610 1,220305 Feet PD-86 SF PD-111 SF PD-86 M PD-38 R PD-38 R PD-38 R S-20 PD-38 R PD-82 SF PD-87 SF PD-90 SF PD-90 SF PD-90 M PD-111 SF PD-38 R E UNIVERSITY DR W UNIVERSITY DR ¯ Planned Development ZONE-24-0003 Dominion at Brookhollow This map for illustration purposes onlyFM 1385LACIM ABLVDUS HIGHWAY 380 FRONTIER PKWY FIRST ST PRESTON RDCOIT RDCUSTER RDLEGACY DRFM423TEELPKWYMAHARD PKWYDALLASNORTHTOLLWAYPROSPER TRL LOVERS LN BROADWAY ST SHAWNEE TRLR I C H L A N D BLVDCOLEMANPRAIRIEDRIVE GEE RD HAYS RDFISHTRAP RD PARVIN RD Page 299 Item 16. Page 300 Item 16. Page 301 Item 16. Page 302 Item 16. Page 303 Item 16. Page 304 Item 16. Page 305 Item 16. Page 306 Item 16. Page 307 Item 16. Page 308 Item 16. Page 1 of 2 To: Mayor and Town Council From: David Hoover, AICP, Director of Development Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Specific Use Permit Ordinance for Windsong Ranch Office Addition Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 3. Commercial Corridors are ready for Development Agenda Item: Consider and act upon an ordinance granting a Specific Use Permit (SUP) for Retail Stores and Shops, Dry Cleaning, Minor, and Gymnastics/Dance Studio uses, with building size and placement as shown on the Site Plan, Exhibit "B," and a living screen as shown on the Landscape Plan, Exhibit "C," on 3.6± acres on Windsong Ranch Office Addition, Block A, Lot 2, located south of Parvin Road and east of North Teel Parkway. The property is zoned Planned Development- 103 (PD-103) Windsong Ranch Office. (ZONE-23-0023) Description of Agenda Item: On January 9, 2024, the Town Council approved the proposed Specific Use Permit by a vote of 7-0. An ordinance has been prepared accordingly. The Development Agreement between the Town of Prosper and SKS Prosper Teelpkwy Retail Holdings, LLC. is also on the March 12, 2024, Town Council agenda for consideration. Budget Impact: There is no budgetary impact affiliated with this item. Legal Obligations and Review: Town Attorney, Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard ordinance as to form and legality. Attached Documents: 1. Ordinance 2. Ordinance Exhibits Town Staff Recommendation: Town Staff recommends approval of an ordinance granting a Specific Use Permit (SUP) for Retail Stores and Shops, Dry Cleaning, Minor, and Gymnastics/Dance Studio uses, with building size PLANNING Page 309 Item 17. Page 2 of 2 and placement as shown on the Site Plan, Exhibit "B," and a living screen as shown on the Landscape Plan, Exhibit "C," on 3.6± acres on Windsong Ranch Office Addition, Block A, Lot 2, located south of Parvin Road and east of North Teel Parkway. Proposed Motion: I move to approve/deny an ordinance granting a Specific Use Permit (SUP) for Retail Stores and Shops, Dry Cleaning, Minor, and Gymnastics/Dance Studio uses, with building size and placement as shown on the Site Plan, Exhibit "B," and a living screen as shown on the Landscape Plan, Exhibit "C," on 3.6± acres on Windsong Ranch Office Addition, Block A, Lot 2, located south of Parvin Road and east of North Teel Parkway. Page 310 Item 17. TOWN OF PROSPER, TEXAS ORDINANCE NO. 2024-__ AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, AMENDING PROSPER’S ZONING ORDINANCE BY GRANTING A SPECIFIC USE PERMIT (SUP) TO ALLOW RETAIL STORES AND SHOPS, DRY CLEANING, MINOR, AND GYMNASTICS/DANCE STUDIO USES ON A TRACT OF LAND CONSISTING OF 3.6 ACRES, MORE OR LESS, IN THE AARON ROBERTS SURVEY, ABSTRACT NO. 1115, TOWN OF PROSPER, DENTON COUNTY, TEXAS; 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 the Zoning Ordinance should be amended; and WHEREAS, the Town of Prosper, Texas (“Prosper”) has received a request from Kimley- Horn and Associates, Inc. (“Applicant”) for a Specific Use Permit (SUP) for Retail Stores and Shops, Dry Cleaning, Minor, and Gymnastics/Dance Studio uses to be located on a tract of land zoned Planned Development-103 (PD-103), consisting of 3.6 acres of land, more or less, in the Aaron Roberts Survey, Abstract No. 1115, in the Town of Prosper, Denton County, Texas, and being more particularly described in Exhibit “A,” attached hereto and incorporated herein for all purposes; and WHEREAS, the Town Council has investigated and determined that the facts contained in the request are true and correct; and WHEREAS, all legal notices required to grant a Specific Use Permit (SUP) have been given in the manner and form set forth by law, Public Hearings have been held, and all other requirements of notice and completion of such 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; THAT: 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 Specific Use Permit Granted. The Town’s Zoning Ordinance is amended as follows: Applicant is granted a Specific Use Permit (SUP) to allow Retail Stores and Shops, Dry Cleaning, Minor, and Gymnastics/Dance Studio uses, on a tract of land zoned Planned Development-103 (PD-103), consisting of 3.6 acres of land, more or less, in the Aaron Roberts Survey, Abstract No. Page 311 Item 17. Case No. ZONE-23-0023 Ordinance No. 2024-__, Page 2 1115, in the Town of Prosper, Denton County, Texas, and being more particularly described in Exhibit “A,” attached hereto and incorporated herein for all purposes as if set forth verbatim. The development plans, standards, and uses for the Property in this Specific Use Permit shall conform to, and comply with 1) the Site Plan, attached hereto as Exhibit “B,” 2) the Landscape Plan, attached hereto as Exhibit “C,” and 3) the Façade Plan, attached hereto as Exhibit “D,” which are incorporated herein for all purposes as if set forth verbatim, subject to the following conditions of approval by the Town Council: 1. The building size and placement shall be as shown on the Site Plan, Exhibit “B.” 2. A living screen shall be installed as shown on the Landscape Plan, Exhibit “C.” 3. Approval of a Development Agreement, including, but not limited to building materials and prohibited uses. 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. Two (2) original, official, and identical copies of the zoning exhibit map are hereby adopted and shall be filed and maintained as follows: a. One (1) copy shall be filed with the Town Secretary and retained as an original record and shall not be changed in any manner. 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. 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, 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 Page 312 Item 17. Case No. ZONE-23-0023 Ordinance No. 2024-__, Page 3 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. SECTION 7 Savings/Repealing Clause. Prosper’s Zoning Ordinance 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 12TH DAY OF MARCH, 2024. ______________________________ David F. Bristol, Mayor ATTEST: _________________________________ Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney Page 313 Item 17. Page 314 Item 17. APPROXIMATE LOCATION OF POST-PROJECT 100-YEAR FLOODPLAIN PER WINDSONG RANCH DOE BRANCH TRIBUTARY 6.1 AND 6.1.1 FLOOD STUDY DATED SEPTEMBER 30, 2022FLFLFL FL FLFLFLFLFLFLFL FL FL FL FL FLFLFLFLFLFLFLFLFL FL FL FL FLFLFLFLFLFLFLFLFLFLFLFL FL FL FL FLFLFLFLFLFLFLFLFL582583583584583 5 8 3 583 584583583584582583 586 585 585582 583 582 581 583 582 581580580579579578578577577581582583 585 584 583 583584 585 583583582582581581580580580580584 585584585585584584585 584 585 584 F L FL FLFLFLFLFLFLFLFLFLFLFLFL FL FL FL FL FL FL FL FL FL FLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFL FL FL FLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLT 1415 6 13 3 6 9 6 9 10 10 9 8 13 14 5 12 BUILDING B ±13,880 SF S S BLOCK A, LOT 2 3.593 ACRES (156,504 SF) BUILDING A ±12,100 SF RETAIL / RESTAURANT BUILDING B ±13,880 SF RETAIL / RESTAURANT POTENTIAL PATIO AREA ±2,020 SF PATIO AREA ±675 SF 76' 181' 75' 583 584 583582574 575 576 577 578579580581582582 579 578 577 576 577 576 575 574 582 5 8 1 CALLED TRACT 1 VP WINDSONG OPERATIONS LLC DOC. NO. 2018-142926 D.R.D.C.T. ZONING: PD-40 SINGLE FAMILY W G G G W W D D G S SS STEEL PARKWAY(A VARIABLE WIDTH RIGHT-OF-WAY)N90°00'00"E 311.14'S0°00'00"E120.00'N13°43'13"E123.52'N13°43'13"E123.52'N13°43'13"E123.52'S13°43'13"W 166.51' ∆=22°04'36" R=890.00' L=342.93' CB=S2°34'59"W C=675.49' N64°0 0' 2 5 " E 415.8 7'N0°00'00"E310.80'N89°59'57"W 180.90' EXISTING VET CLINIC EXISTING VET CLINIC LOT 1, BLOCK A WINDSONG RANCH OFFICE ADDITION VOL. 2022, PG. 131 D.R.D.C.T. ZONING: PD-103-OFFICE FFE = 585.50 CALLED 113.223 ACRES PROSPER INDEPENDENT SCHOOL DISTRICT DOC. NO. 2017-34540 D.R.D.C.T. ZONING: PD-40 SINGLE FAMILY 88' 15' LANDSCAPE SETBACK 15' LANDSCAPE SETBACK 6.5' SIDEWALK PROP. 10' STREET EASEMENT 30' FRONT YARD SETBACK 25' SIDE YARD SETBACK 25' REAR YARD SETBACK 6' SIDEWALK EX. FIRE HYDRANT PROP. 15' WE PROP. 10' WE TRANSFORMER EX. FIRE HYDRANT 11' X 23' DUMPSTER ENCLOSURE ULTIMATE ROAD CONFIGURATION PER 2021 TOWN THOROUGHFARE PLAN 24' FIRE LANE, ACCESS, DRAINAGE, & UTILITY EASEMENT 40' DRAINAGE EASEMENT DOC. NO. 2022-131 P.R.D.C.T. - TO BE REMOVED BY PLAT 15' WATER EASEMENT DOC. NO. 2022-131 P.R.D.C.T.- TO BE MODIFIED BY PLAT 20' SANITARY SEWER EASEMENT DOC. NO. 2022-131 P.R.D.C.T.- TO BE REMOVED BY PLAT 15' SANITARY SEWER EASEMENT DOC. NO. 2022-136680 P.R.D.C.T. 35' TEMPORARY CONSTRUCTION EASEMENT DOC. NO. 2022-136680 P.R.D.C.T. - TO BE REMOVED BY SEPARATE INSTRUMENT 20' SEWER EASEMENT DOC. NO. 2022-129450 D.R.D.C.T. VARIABLE WIDTH FIRE, ACCESS, DRAINAGE AND UTILITY EASEMENT NO. 2022-131 P.R.D.C.T. REMOTE FDC WITH BOLLARD PROTECTION REMOTE FDC WITH BOLLARD PROTECTION CANOPY OVERHANG (TYP.) CANOPY OVERHANG (TYP.) PROP. 10' WE 15' WATER EASEMENT BY SEPERATE INSTRUMENT EXISTING FIRE LANE 25' HIKE & BIKE, ACCESS & LANDSCAPE EASEMENT 30' FRONT YARD SETBACK 10' SIDE YARD SETBACK 10' REAR YARD SETBACK 15' LANDSCAPE EASEMENT PROP. 10' WATER ESMT LIVING SCREEN LIVING SCREEN PROPOSED DRAINAGE EASEMENT PROPOSED DRAINAGE EASEMENT PROPOSED FIRE LANE 10' SIDE YARD SETBACK VARIABLE WIDTH FIRE, ACCESS, DRAINAGE AND UTILITY EASEMENT BY WINDSONG RANCH OFFICE ADDITION. RECORDATION NUMBER: XXXXXX 12' ACCESS EASEMENT BY WINDSONG RANCH OFFICE ADDITION. RECORDATION NUMBER: XXXXXX 10' SIDE YARD SETBACK 5' LANDSCAPE SETBACK PROPOSED DRAINAGE EASEMENT PROPOSED DRAINAGE EASEMENT PROPOSED DRAINAGE EASEMENT 25' LANDSCAPE AND PEDESTRIAN ACCESS EASEMENT, ADJACENT TO THOROUGHFARE 189'75' 158' 167'7'9'20' TYP. 24'9'TYP.20' T Y P . 24' 20' TYP.9'TYP.24' 24' 24' 18' TY P . 9' TYP.18' TYP.12'12'14'18'24' 9' TYP.8' 22' T Y P.24'19'9'1 8 ' TYP .24' 2 0 ' TYP .9'TYP.24'18' TYP. 20' TYP. 18' TYP.24'20' TYP. 29'167'91'57'7'18'24' 9' TYP.8'9'TYP.20' TYP.9'TYP.9'TYP.18' TYP.24'20' TYP.9'TYP.9'TYP.20' TY P .9'TYP.10'TYP.20' TY P .23' 11' 40' 20'19'10'TYP.228' 10' 10' R30' R10'R10' R30' R30' R10' R10' R30' R10' R30' R30' R30' R30'72'TEEL PARKWAYRETAILPREPARED FORSKS PROSPER TEEL PKWYDate114926P.E. No. Engineer JEFFREY W. DOLIAN NOT FOR CONSTRUCTION PURPOSES FOR REVIEW ONLY 12/14/202 SKS Prosper Teel Parkway 603 E Broadway Street Prosper, Texas 75078 Contact: Shree Rama Phone: (956) 220-4194 Kimley-Horn and Associates, Inc. 13455 Noel Road, Two Galleria Office Tower Dallas, Texas 75240 Contact: Jeffrey Dolian, P.E. Phone: (972) 770-1300 PRELIMINARY SITEPLANPSP-1 NORTH SITE DATA SUMMARY TABLE ZONING/PROPOSED USE PD-103 (PD-O) LOT AREA/ SQ. FT. AND AC BUILDING AREA (gross square footage)25,980 SQ FT BUILDING HEIGHT (number of stories) MAX HEIGHT = 40' LOT COVERAGE FLOOR AREA RATIO (for non-residential zoning) TOTAL PARKING PROVIDED (RETAIL)*88 SPACES TOTAL ADA SPACES REQUIRED 6 SPACES TOTAL ADA SPACES PROVIDED 6 SPACES USABLE OPEN SPACE REQUIRED USABLE OPEN SPACE PROVIDED BLOCK A, LOT 2 *ADA PARKING IS PROVIDED IN ACCORDANCE WITH TAS STANDARDS AND IS INCLUDED IN TOTAL PARKING COUNT TOTAL PARKING REQUIRED (RETAIL) (1:250, EXCLUDES OUTDOOR AREA) IMPERVIOUS SURFACE 82 SPACES INTERIOR LANDSCAPING REQUIRED INTERIOR LANDSCAPING PROVIDED RESTAURANT / RETAIL 156,504.12 SQ FT; 3.59 AC 28' 1 STORY 16.6% 0.17:1 2,640 SQ. FT. 104,716 SQ. FT. 12,269 SQ. FT. 4,155 SQ. FT. 10,955 SQ. FT. TOTAL PARKING PROVIDED (RESTAURANT)* TOTAL PARKING REQUIRED (RESTAURANT) (1:100 FOR RESTAURANTS IN MULTI-TENANT BUILDING)56 SPACES 57 SPACES TOTAL PARKING PROVIDED (PATIO AREA) TOTAL PARKING REQUIRED (PATIO AREA) (1:200 FOR RESTAURANT PATIO AREA)14 SPACES 16 SPACES ANY REVISION TO THIS PLAN WILL REQUIRE TOWN APPROVAL AND WILL REQUIRE REVISIONS TO ANY CORRESPONDING PLANS TO AVOID CONFLICTS BETWEEN PLANS. 1.ALL DEVELOPMENT STANDARDS SHALL FOLLOW TOWN STANDARDS. 2.LANDSCAPING SHALL CONFORM TO LANDSCAPE PLANS APPROVED BY THE TOWN OF PROSPER. 3.ALL DEVELOPMENT STANDARDS SHALL FOLLOW FIRE REQUIREMENTS PER THE TOWN OF PROSPER. 4.HANDICAPPED PARKING AREAS AND BUILDING ACCESSIBILITY SHALL CONFORM TO THE AMERICANS WITH DISABILITIES ACT (ADA) AND WITH THE REQUIREMENTS OF THE CURRENT, ADOPTED BUILDING CODE. 5.ALL SIGNAGE IS SUBJECT TO BUILDING OFFICIAL APPROVAL. 6.IMPACT FEES WILL BE ASSESSED IN ACCORDANCE WITH THE LAND USE CLASSIFICATION(S) IDENTIFIED ON THE SITE DATA SUMMARY TABLE; HOWEVER, CHANGES TO THE PROPOSED LAND USE AT THE TIME OF CO AND/OR FINISH-OUT PERMIT MAY RESULT IN ADDITIONAL IMPACT FEES AND/OR PARKING REQUIREMENTS. 7.THE APPROVAL OF A PRELIMINARY SITE PLAN SHALL BE EFFECTIVE FOR A PERIOD OF TWO (2) YEARS FROM THE DATE THAT THE PRELIMINARY SITE PLAN IS APPROVED BY THE PLANNING & ZONING COMMISSION, AT THE END OF WHICH TIME THE APPLICANT MUST HAVE SUBMITTED AND RECEIVED THE APPROVAL OF A SITE PLAN BY THE PLANNING & ZONING COMMISSION. IF A SITE PLAN IS NOT APPROVED WITHIN SUCH TWO (2) YEAR PERIOD, THE PRELIMINARY SITE PLAN APPROVAL IS NULL AND VOID. IF SITE PLAN APPROVAL IS ONLY FOR A PORTION OF THE PROPERTY, THE APPROVAL OF THE PRELIMINARY SITE PLAN FOR THE REMAINING PROPERTY SHALL BE NULL AND VOID. 8.OPEN SPACE REQUIREMENTS SHALL FOLLOW THE ZONING ORDINANCE, PER TRACT. OPEN SPACE SHALL NOT INCLUDE VEHICULAR PAVING, REQUIRED PARKING LOT LANDSCAPE ISLANDS, BUILDING FOOTPRINT, UTILITY YARDS, REQUIRED LANDSCAPE SETBACKS, SIDEWALKS, AND DETENTION POND STANDARD TOWN OF PROSPER PRELIMINARY SITE PLAN NOTES VICINITY MAP N.T.S. PROJECT SITE TEEL PARKWAYAVOCET LN KINGLET CT BRID G E S D RCRESCENT LNMANFREDA STALABASTA D R WHIMBRE L C T NOTES: 1. ALL OPEN SPACE AND LANDSCAPING SHALL BE PROVIDED IN ACCORDANCE W/ THE REQUIREMENTS OUTLINED IN ZONING ORDINANCE #05-20. 2. LOT MUST CONFORM TO ALL REQUIREMENTS OUTLINED IN ZONING ORDINANCE #05-20. 3. ALL DIMENSIONS PROVIDED ARE FROM THE FACE OF CURB. 4. RETAIL USES TO INCLUDE GROCERY STORE, BREWERY, BEAUTY SALON/BARBER SHOP, MEAT SALES, AND ICE CREAM SHOPS. ADDITIONAL USES MAY BE CONSIDERED SUCH AS CONVENIENCE STORE (WITHOUT GAS PUMPS), DRY CLEANING, MINOR, AND GYMNASTICS/DANCE STUDIOS. 5. THE BUILDINGS ARE GREATER THAN 10,000 SF DUE TO ADJACENT PROPERTIES BEING IDENTIFIED AS NON-RESIDENTIAL DEVELOPMENTS BY THE TOWN OF PROSPER PLANNING DEPARTMENT. USABLE OPEN SPACE 7.8% TOTAL RETAIL SF 20,380 SF TOTAL RESTAURANT SF 5,600 SF TOTAL PATIO SF 2,695 SF TYP TYPICAL WATER EASEMENTWE SANITARY SEWER EASEMENTSSE NUMBER OF PARKING SPACES ACCESSIBLE PARKING SYMBOL BARRIER FREE RAMP (BFR) EXISTING CONTOUR - MAJOR EXISTING CONTOUR - MINOR DRAINAGE EASEMENTDE BARRIER FREE RAMPBFR SIDEWALKSW CURB INLETCI FIRE HYDRANT FIRE DEPARTMENT CONNECTION EXISTINGEX PROPOSEDPROP. BUILDING LINE/SETBACKBL WYE INLETWI MANHOLEMH TRANSFORMER PAD GRATE INLETGI JUNCTION BOXJB SANITARY SEWER MANHOLE WATER METER (AND VAULT) PROPSED CONTOUR - MAJOR PROPOSED CONTOUR - MINOR TYP TYPICAL WATER EASEMENTWE SANITARY SEWER EASEMENTSSE NUMBER OF PARKING SPACESX ACCESSIBLE PARKING SYMBOL BARRIER FREE RAMP (BFR) EXISTING CONTOUR - MAJOR EXISTING CONTOUR - MINOR DRAINAGE EASEMENTDE BARRIER FREE RAMPBFR SIDEWALKSW CURB INLETCI LEGEND FIRE HYDRANT EXISTING PAVEMENT FIRE DEPARTMENT CONNECTION EXISTINGEX PROPOSEDPROP. PROPOSED FIRE LANE PROPOSED BUILDING FL FL BUILDING LINE/SETBACKBL WM WYE INLETWI MANHOLEMH TRANSFORMER PAD GRATE INLETGI JUNCTION BOXJB T S SANITARY SEWER MANHOLE CURB INLET GRATE INLET HEADWALL JUNCTION BOX OR WYE INLET WATER METER (AND VAULT) PROPSED CONTOUR - MAJOR PROPOSED CONTOUR - MINOR FH FDC EXISTING FIRE LANE FL FL GREASE TRAP OPEN SPACE SKS Prosper Teelpkwy Retail Holdings, LLC. 603 E Broadway Street Prosper, Texas 75078 Contact: Shree Rama Phone: (956) 220-4194 Page 315 Item 17. APPROXIMATE LOCATION OF POST-PROJECT100-YEAR FLOODPLAIN PER WINDSONGRANCH DOE BRANCH TRIBUTARY 6.1 AND 6.1.1FLOOD STUDY DATED SEPTEMBER 30, 2022FLFLFLFLFL FL FL FL FL FL FLFLFLFLFLFL FLFLFLFLFL FL FL FLFLFLFLFL FLFLFLFLFLFLFLFLFLFLFLFLWGGGWWDDGSSSSXXX S0°00'00"E 120.00' N13°43'13"E 123.52'N13°43'13"E 123.52'N13°43'13"E 123.52'S13°43'13"W166.51'∆=22°04'36"R=890.00'L=342.93'CB=S2°34'59"WC=675.49'N64°00'25 "E415.87 ' N0°00'00"E 310.80'N89°59'57"W180.90'SSWWWWWWWWWWW W W W W W W W W WWWWWWWWSSW WWW SS SS SSSSWWSSFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFL FL FL FL FL FL FL FL FL FL FLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFL FL FL FL FL FL FL FL FL T//////////////////QS3//////////////////////////////////////////////////////////////////AE8IB10UA3RI10AE7QM2UA4QM3IB7RI8AE10AE10RI10QS3IB10AE9IB11RI16AE10IB10RI10AE10AE13RI10UA4IB10AE10RI10IB10QM3QM3QM33QS6QSQS14JEIV6JE7JE7IV7JE7IV7IV7JE7IV7EXISTINGVET CLINICEXISTINGVET CLINICBUILDING A±12,100 SFRETAIL /RESTAURANTBUILDING B±13,880 SFRETAIL /RESTAURANTTEEL PARKWAY - 120' R.O.W.15' WATER EASEMENTDOC. NO. 2022-131P.R.D.C.T.20' SEWER EASEMENTDOC. NO. 2022-129450D.R.D.C.T.25' LANDSCAPESETBACK15' LANDSCAPESETBACK15' LANDSCAPESETBACK6.5' SIDEWALKREF. CIVILPLANSPROP. 10' STREETEASEMENT30' FRONT YARDSETBACK25' SIDE YARDSETBACK25' REAR YARDSETBACKPROPERTY LINETRANSFORMERREF. CIVILPLANSDUMPSTER ANDENCLOSUREREF. CIVIL PLANSPROPERTY L INE PROPERTY LINE PROPERTY LINE SODSODPATIOSODSODSODSODSODMETAL EDGING (TYP.)REF. SHEET LP 2.00,DETAIL EMETAL EDGING (TYP.)REF. SHEET LP 2.00, DETAIL EMULCH RING(TYP.)MULCH RING(TYP.)VARIABLE WIDTH FIRE,ACCESS & UTILITY ESMTDOC. NO. 2022-131P.R.D.C.T.20' -0 " (TYP . )10' -0 " (TYP . )20' -0 " (TYP . ) / / // // //SE TBD STEEL EDGE 3 / 16" X 6", BLACK (CONTRACTOR TO INSTALL ALL LANDSCAPE BEDS ADJACENT TO SOD.)MULCH TBD SHREDDED HARDWOOD MULCH 3" DEPTHSYMBOLCODEQTYBOTANICAL / COMMON NAMEROOTCAL.SIZEREMARKSTREESUA11ULMUS PARVIFOLIA `ALLEE` / ALLEE LACEBARK ELMB & B3" CAL.14`-16` HT.STRONG CENTRAL LEADER, FULL AND MATCHINGQM14QUERCUS MACROCARPA / BURR OAKB & B3" CAL.14`-16` HT.STRONG CENTRAL LEADER, FULL AND MATCHINGJE32JUNIPERUS VIRGINIANA / EASTERN RED CEDARB & B3" CAL.10`-12` HT.STRONG CENTRAL LEADER, FULL AND MATCHINGQS16QUERCUS SHUMARDII / SHUMARD RED OAKB & B3" CAL.14`-16` HT.STRONG CENTRAL LEADER, FULL AND MATCHINGIV34ILEX VOMITORIA / YAUPON HOLLYCONT.3" CAL.8`-10` HT.MULTI-TRUNK (3-5 STEMS), FULL AND MATCHINGSYMBOLCODEQTYBOTANICAL / COMMON NAMECONT.SIZESPACINGREMARKSSHRUBSIB68ILEX CORNUTA `BURFORDII NANA` / DWARF BURFORD HOLLY5 GAL. MIN.36" HT.36" O.C.FULL AND MATCHINGAE87ABELIA X GRANDIFLORA `EDWARD GOUCHER` / GLOSSY ABELIA5 GAL. MIN.36" HT.36" OCFULL AND MATCHINGRI74RAPHIOLEPIS INDICA `CLARA` / INDIAN HAWTHORN5 GAL. MIN.36" HT.36" O.C.FULL AND MATCHINGGROUND COVERSSOD34,786 SFCYNODON DACTYLON / COMMON BERMUDA GRASSN/AN/AN/ASOD TO HAVE TIGHT, SAND FILLED JOINTS AND BE FREE OFWEEDS.PLANT SCHEDULETEEL PARKWAY RETAIL PREPARED FOR SKS PROSPER TEEL PKWY ©SKS Prosper Teel Parkway7251 Shoestring DriveFrisco, Texas 75036Contact: Kalyan AkkasaniPhone: (956) 220-4194Kimley-Horn and Associates, Inc.13455 Noel Road, Two Galleria Office TowerDallas, Texas 75240Contact: Jeff Dolian, P.E.Phone: (972) 770-1300Know what'sbelow.before you dig.Call3545KYLE W. SCHELLHORNFOR REVIEW ONLYR.L.A.L.A. No.DATE12/05/2023Not for construction or permit purposes.LANDSCAPE PLANLP 1.00NORTHStandard language and/or notations, as follows:·Plant material shall be measured and sized according to the latest edition of theAmerican Standard for Nursery Stock (ANSI Z60.1)·All plant substitutions are subject to Town approval and must be specified on theapproved landscape plan.·Ground covers used in lieu of turf grass must provide complete coverage withinone (1) year of planting and maintain adequate coverage as approved by theTown.·Trees must be planted four (4) feet or greater from curbs, sidewalks, utility lines,screening walls, and all structures. Single-trunk trees shall have a single, straightleader, and all trees shall be full, with balanced canopy. Major damage totrunk(s), or branches, will be cause for denial.·All root flares shall be set at three (3) to four (4) inches above surrounding grade·The tree pit shall be backfilled with native topsoil free of rock and other debris·Burlap, twine, and wire baskets shall be severed and removed from the top of theroot ball.·A 3-4” layer of mulch shall be provided around the base of the planted tree. Themulch shall be pulled back 1-2” from the trunk of the tree.·No person(s) or entity may use improper or malicious maintenance or pruningtechniques including, but not limited to,: topping or other non symmetricaltrimming of trees, damage from a backhoe, or use of fire or poison Follow theAmerican Standard for Nursery Stock (ANSI Z60.1) guidelines on pruning andmaintenance.·Topsoil shall be a minimum of eight (8) inches in depth in planting areas. Soilshall be free of stones, roots, and clods and any other foreign material that is notbeneficial for plant growth.·All plant beds shall be top-dressed with a minimum of three (3) inches of mulch.·Trees overhanging walks and parking shall have a minimum clear branch heightof seven (7) feet. Trees overhanging public street pavement drive aisles and firelanes shall have a minimum clear branch height of fourteen (14) feet.·A visibility triangle must be provided at all intersections, where shrubs are not toexceed thirty (30) inches in height, and trees shall have a minimum clear trunkheight of nine (9) feet.·Trees planted on a slope shall have the tree well at the average grade of theuphill slope.·All areas of less than three (3) feet in width shall be grass, groundcover, or sometype of Decorative river rock, pavers, or concrete.·The owner, tenant, and/or their agents, if any, shall be jointly and severallyresponsible for the maintenance, establishment, and permanence of plantmaterial. All landscaping shall be maintained in a neat and orderly at all timesincluding, but not limited to, mowing, edging, pruning, fertilizing, watering,de-weeding, and trash removal.·Plant material that is damaged, destroyed, or removed shall be replaced withPlants meeting minimum specifications per landscape plan. All turf/ground coverareas are to be established prior to receipt of Certificate of Occupancy, unlessotherwise approved by the Town.·An automatic irrigation system shall be provided to irrigate all landscape areasInto streets, sidewalks, or alleys.·No planting areas shall exceed 3:1 slope (3 ft Horizontal to 1 ft Vertical).·Earthen berms shall not include construction debris.·All walkways shall meet ADA and TAS requirements.·Landscape installation must comply with approved landscape plans, and as-builtplans submitted to Parks and Recreation, prior to final acceptance by the Townand/or obtaining a Certificate of Occupancy.·Final inspection and approval of screening walls, irrigation, and landscape issubject to all public utilities, including but not limited to manholes, valves, watermeters, cleanouts, and other appurtenances being accessible, adjusted to grade,and to the Town of Prosper Public Works Department standards.·IMPORTANT: MINIMUM STANDARDS FOR PLANTS, AS SET FORTH IN THEZONING ORDINANCE AND APPROVED LANDSCAPE PLANS ARE TAKENSERIOUSLY BY THE TOWN AND PARKS AND RECREATION. INSTALLINGINFERIOR PLANTS WITHOUT WRITTEN APPROVAL FROM A PARKSREPRESENTATIVE MAY RESULT IN REJECTION OF SOME OR ALLPLANTS, THEREBY DELAYING RECEIPT OF A CERTIFICATE OFOCCUPANCY. ARCHITECTS AND LANDSCAPE CONTRACTORS ARESTRONGLY ENCOURAGED TO NOTIFY THE PARKS DEPARTMENT TODISCUSS POSSIBLE DEFICIENCIES PRIOR TO INSTALLATION.·Call Parks and Recreation at (972) 569-1160 at least forty-eight (48) hours priorto the following inspections:-Proposed trail alignment-Berm construction & grading-Escrow release-Final inspectionTOWN OF PROSPER LANDSCAPE GENERAL NOTESNO EXISTING TREES ON SITESKS Prosper Teelpkwy Retail Holdings, LLC.603 E Broadway StreetProsper, Texas 75078Contact: Shree RamaPhone: (956) 220-4194Page 316Item 17. PLANARBOR STAKE TYP., INSTALL 4"MIN. FROM EDGE OF ROOTBALL.ROOTBALLTREE TRUNKTREE CANOPY6"3 X ROOTBALL WIDTH4" MULCH LAYER. PLACE NO MORE THAN 1" OF MULCH ONTOP OF ROOTBALL (REF. PLANTING SPECIFICATIONS FORMULCH TYPE)4" HIGH x 8" WIDE BERM SHALL BE CONSTRUCTED AROUNDTHE ROOTBALL. BERM SHALL BEGIN AT ROOTBALL PERIPHERY,FIRMLY COMPACTED.6" DIA. CLEAR OF MULCH AT ROOT FLARE. IFREQUIRED, REMOVE EXCESS SOIL ON TOP OFROOTBALL (MAX 2") AND EXPOSE TREE ROOT FLARE.ORIGINAL GRADE.SCARIFY BOTTOM AND LOOSEN SIDES OF PLANTING PITNATIVE LOOSENED PLANTING SOIL BACKFILL. DIG AND TURNTHE SOIL TO REDUCE COMPACTION TO THE AREA ANDDEPTH SHOWN. LIGHTLY TAMP SOIL AROUND ROOTBALL IN6" LIFTS TO BRACE TREE. DO NOT OVER COMPACT. IN THETOP 1/3 DEPTH OF BACK FILL, MIX 1/2" LAYER OF COMPOSTINTO EACH 6" LIFT OF BACKFILL. WHEN THE PLANTING HOLEHAS BEEN BACKFILLED, POUR WATER AROUND ROOTBALLTO SETTLE THE SOIL. ADD ADDITIONAL SOIL AS NEEDED TOMEET REQUIRED FINISH GRADE.TRUNK/ROOTBALL TO BE CENTERED ANDPLUMB/LEVEL IN PLANTING PITUNDISTURBED NATIVE SOILMINIMUMSECTIONFINISHED GRADE.4"NOTES:1.REF. PLANTING AND SPECIFICATIONS FORADDITIONAL INFORMATION.2.PERFORM PERCOLATION TEST PER PLANTINGSPECIFICATIONS. IF SUBSURFACE DRAINAGEPROBLEMS ARE ENCOUNTERED, NOTIFYPROJECT LANDSCAPE ARCHITECT.8' DIA. MULCH RING (MIN.) FOR INDIVIDUALTREES NOT IN LANDSCAPE BEDSTYPICAL TREE PLANTINGAScale: NTS6"8"SET ROOTBALL ON UNDISTURBEDSTABLE SUBSOIL SO THAT TOP OFROOTBALL IS 2-3" ABOVE FINISHEDGRADE. STABILIZE/PLUMB TREE BYTAMPING SOIL FIRMLY AROUND THELOWER 1/4 OF THE ROOTBALL.·FOR CONTAINER STOCK: REMOVEENTIRE CONTAINER.·FOR B&B STOCK: COMPLETELYREMOVE TOP 1/2 OF THE ENTIREWIRE BASKET. COMPLETELYREMOVE ALL BURLAP/SYNTHETICFABRICS AND STRAPPING.1"EScale: 1 1/2" = 1'-0"METAL EDGING (AT TURF & LANDSCAPE BED)MULCH LAYERAMENDED PLANTING SOILMETAL EDGING STAKES REF.PLANTING SPECIFICATIONSUNDISTURBED NATIVE SOILTURF (SOD)LANDSCAPE BEDTOPSOILMETAL EDGING3 XROOTBALL WIDTH2-3" MULCH LAYER4" HIGH x 8" WIDE BERM SHALL BE CONSTRUCTEDAROUND THE ROOT BALL. BERM SHALL BEGIN ATROOT BALL PERIPHERY, FIRMLY COMPACTED.FINISHED GRADE.UNDISTURBED NATIVE SOILSCARIFY BOTTOM AND SIDES OF PLANTING PITSET ROOTBALL ON UNDISTURBED STABLE SUBSOILLOOSENED SOIL. DIG AND TURN THE SOIL TO REDUCE THECOMPACTION TO THE AREA AND DEPTH SHOWN. LIGHTLYTAMP SOIL AROUND ROOTBALL IN 6" LIFTS TO BRACESHRUB. DO NOT OVER COMPACT. WHEN PLANTING HOLEHAS BEEN BACKFILLED, POUR WATER AROUND ROOTBALLTO SETTLE THE SOIL. ADD ADDITIONAL SOIL AS NEEDEDTO MEET REQUIRED FINISH GRADE.PLANT ROOTBALL TO BE INSTALLED CENTEREDAND PLUMB/LEVEL IN PLANTING PITNOTES:1.WHEN SHRUBS MASSED TOGETHER WITH GROUNDCOVER BEDS, ALL SOIL IN BED TO BE AMENDED. WHENSHRUBS ARE USED IN MASSES, PRUNE ALL SHRUBS TO ACHIEVE UNIFORM MASS/HEIGHT.2.REF. TO PLANT SCHEDULE AND PLANTING PLANS FOR SPACING/LAYOUT.SECTIONBEST FACE OF SHRUB TO FACEFRONT OF PLANTING BEDPLAN4"FRONT OF BEDEQ.EQ.SHRUBS TO BE TRIANGULARLY SPACED UNLESSSHOWN DIFFERENTLY ON PLANTING PLANS.SHRUBLEAVE 6" OF TOP OF ROOTBALL EXPOSEDAROUND BASE OF STEMS.TYPICAL SHRUB PLANTINGCScale: NTSMIN. 1/2 MATURESHRUB WIDTHBACK OF CURBSHRUB PLANTING,REF. DETAIL B THISSHEETSIDEWALK ZONEREF. PLANSSHRUB PLANTING AT SIDEWALKDScale: NTSCL18-24" MULCH (TYP.)MIN. 1/2 MATURESHRUB WIDTHBACK OF CURBSHRUB PLANTING,REF. DETAIL C THISSHEETSHRUB PLANTING,REF. DETAIL C THISSHEETBACK OF CURB18-24"MULCH (TYP.)MIN. 1/2 MATURESHRUB WIDTHSHRUB PLANTING AT CURBBScale: NTSCLCLTEEL PARKWAY RETAIL PREPARED FOR SKS PROSPER TEEL PKWY ©SKS Prosper Teel Parkway7251 Shoestring DriveFrisco, Texas 75036Contact: Kalyan AkkasaniPhone: (956) 220-4194Kimley-Horn and Associates, Inc.13455 Noel Road, Two Galleria Office TowerDallas, Texas 75240Contact: Jeff Dolian, P.E.Phone: (972) 770-13003545KYLE W. SCHELLHORNFOR REVIEW ONLYR.L.A.L.A. No.DATE12/05/2023Not for construction or permit purposes.LANDSCAPE DETAILSLP 2.00SKS Prosper Teelpkwy Retail Holdings, LLC.603 E Broadway StreetProsper, Texas 75078Contact: Shree RamaPhone: (956) 220-4194Page 317Item 17. Page 318 Item 17. Page 319 Item 17. Page 320 Item 17. Page 1 of 2 To: Mayor and Town Council From: David Hoover, AICP, Director of Development Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Development Agreement - Windsong Ranch Office Addition Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 3. Commercial Corridors are ready for Development Agenda Item: Consider and act upon authorizing the Town Manager to execute a Development Agreement between SKS Prosper Teelpkwy Retail Holdings, LLC, and the Town of Prosper relative to Windsong Ranch Office Addition, Block A, Lot 2. Description of Agenda Item: On January 9, 2024, the Town Council approved the proposed Specific Use Permit by a vote of 7-0. A Development Agreement has been prepared accordingly. The ordinance for this Specific Use Permit request (ZONE-23-0023) is also on the March 12, 2024, Town Council agenda for consideration. Budget Impact: There is no budgetary impact affiliated with this item. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached documents as to form and legality. Attached Documents: 1. Development Agreement Town Staff Recommendation: Town Staff recommends that the Town Council authorize the Town Manager to execute a Development Agreement between SKS Prosper Teelpkwy Retail Holdings, LLC, and the Town of Prosper relative to Windsong Ranch Office Park, Block A, Lot 2. PLANNING Page 321 Item 18. Page 2 of 2 Proposed Motion: I move to authorize/not authorize the Town Manager to execute a Development Agreement between SKS Prosper Teelpkwy Retail Holdings, LLC, and the Town of Prosper relative to Windsong Ranch Office, Block A, Lot 2. Page 322 Item 18. Page 1 of 12 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into by and between the Town of Prosper, Texas (“Town”), and SKS Prosper Teelpkwy Retail Holdings, LLC, (“Developer”) (individually, a “Party” and collectively, the “Parties”) to be effective (the “Effective Date”) on the latest date executed by a Party. WHEREAS, the Town is a home-rule municipal corporation, located in Collin County and Denton County, Texas, organized and existing under the laws of the State of Texas; and WHEREAS, Developer is developing in the Town a retail development on an approximate 3.593-acre tract of land generally located south of Parvin Road and east of North Teel Parkway in the Town (the “Property”), and a legal description and depiction of the Property is attached hereto as Exhibit A and incorporated by reference; and WHEREAS, the foregoing Property was rezoned by the Town Council on or about January 9, 2024, when the Town Council approved a Specific Use Permit for the Property, and this Agreement seeks to incorporate, in part, the negotiated and agreed upon development standards contained in the underlying zoning ordinance, as may be amended, and/or this Development Agreement, to recognize Developer’s reasonable investment-backed expectations in the Development, as may be amended, and as more fully described herein. NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties to this Agreement agree as follows: 1. Development Standards. Any structure built on the Property shall comply with the elevations and building materials requirements contained in Exhibit B, attached hereto and incorporated herein; however, in no event shall the amount of stucco exceed fifteen percent (15%) of any elevation of any structure constructed on the Property. The Parties agree and acknowledge that the provisions of this Paragraph shall apply to any structure constructed subsequent to the execution of this Agreement. Nothing in this Agreement shall be deemed to modify or otherwise amend any zoning regulation duly adopted by the Town, previously or in the future. 2. Maintenance of Landscape Areas. A. Developer agrees to maintain all Landscape Areas (including all vegetation) on the Property, as referenced and/or depicted in the applicable zoning ordinance, as amended, free of weeds, tall grass, rubbish, brush and other objectionable, unsightly or unsanitary matter, as defined in Article 6.03 of Chapter 6 of the Town’s Code of Ordinances, as amended. Further, Developer agrees that landscape maintenance obligations referenced herein include mulching of Landscape Areas, prompt replacement Page 323 Item 18. Page 2 of 12 of dead or dying vegetation with new vegetation, mowing of Landscape Areas, where required, and other routine and regular maintenance of plants and other vegetation. B. In the event that any Landscape Area or plants or vegetation is/are not properly maintained in accordance with this Agreement, the Town may give written notice to Developer of such failure to maintain and Developer shall promptly address such failure, taking into account the type(s) and species of such plants and vegetation and applicable planting cycles of same. After such notice, and Developer’s failure to address same, Developer agrees and acknowledges that the Town shall have the right to go onto Developer’s property and replace, replant or otherwise address such failure to maintain any Landscape Area or plants or vegetation, with an invoice of costs incurred by the Town being promptly provided by the Town to Developer. In the event Developer does not pay such invoice within thirty (30) days of receipt by Developer, the Town may file a lien on the Property for the costs it incurred for the work done, including a reasonable administrative fee. Any failure to maintain any Landscape Area, plants or vegetation shall not be considered a default in accordance with Paragraph 7 of this Agreement, shall not be subject to the mediation requirement contained in Paragraph 16 and any obligations referenced in said Paragraphs shall not be applicable to this Paragraph 2. C. Notwithstanding any provision in this Paragraph to the contrary, the Town specifically reserves the right to take enforcement action and/or file a complaint against Developer in the Town’s municipal court (or other appropriate forum) relative to weeds, tall grass, rubbish, brush and other objectionable, unsightly or unsanitary matter on the Property, in accordance with Article 6.03 of Chapter 6 of the Town’s Code of Ordinances, as amended. 3. Certain Business Establishments Prohibited. Developer agrees and acknowledges that it will not lease, sell or otherwise permit or authorize on the Property any of the following business establishments: (1) credit access businesses, as defined in Texas Finance Code § 393.601, as amended, including but not limited to payday lending businesses, “cash for title” lenders, and credit services businesses, as defined in Texas Finance Code § 393.001, as amended); (2) body art facilities; (3) smoke or vape shops; (4) any business entity that sells drug paraphernalia; (5) any business establishment offering gaming or slot machines; (6) sex shops, including but not limited to business entities whose primary purpose is the sale of lewd merchandise; (7) pawn shops; and (8) business entities which primarily utilize outdoor storage or displays. Further, Developer agrees and acknowledges that it will not lease, sell or otherwise permit or authorize on the Property a package liquor store, which for purposes of this Agreement is defined as any business entity that is required to obtain a Package Store Permit (P) from the Texas Alcoholic Beverage Commission for the off-premises consumption of alcohol. Nothing in this Agreement shall be deemed to modify or otherwise amend any zoning regulation duly adopted by the Town, previously or in the future. 4. Covenant Running with the Land. The terms, conditions, rights, obligations, benefits, covenants and restrictions of the provisions of this Agreement shall be deemed covenants running with the land, and shall be binding upon and inure to the Page 324 Item 18. Page 3 of 12 benefit of the Developer and its heirs, representatives, successors and assigns. This Agreement shall be deemed to be incorporated into each deed and conveyance of the Property or any portion thereof hereafter made by any other Developers of the Property, regardless of whether this Agreement is expressly referenced therein. 5. Applicability of Town Ordinances. Developer shall develop the Property, and construct all structures on the Property, in accordance with all applicable Town ordinances and building/construction codes. 6. Rough Proportionality. Developer hereby agrees that any land or property donated and/or dedicated to the Town pursuant to this Agreement, whether in fee simple or otherwise, including any easements (as may be reflected in any Final Plat), relative to any development on the Property is roughly proportional to the need for such land and Developer hereby waives any claim therefor that it may have. Developer further acknowledges and agrees that all prerequisites to such a determination of rough proportionality have been met, and that any costs incurred relative to said donation are related both in nature and extent to the impact of the development referenced herein. Both Developer and the Town further agree to waive and release all claims one may have against the other related to any and all rough proportionality and individual determination requirements mandated by the United States Supreme Court in Dolan v. City of Tigard, 512 U.S. 374 (1994), and its progeny, as well as any other requirements of a nexus between development conditions and the provision of roadway services to the Property. 7. Exactions/Infrastructure Costs. Both the Town and Developer have been represented by legal counsel in the negotiation of this Agreement and been advised or each has had the opportunity to have legal counsel review this Agreement and advise them, regarding Developer’s and the Town’s rights under Texas and federal law. Developer and the Town hereby waive any requirement that the other retain a professional engineer, licensed pursuant to Chapter 1001 of the Texas Occupations Code, to review and determine that the exactions are roughly proportional or roughly proportionate to the proposed development’s anticipated impact. Developer specifically reserves its right to appeal the apportionment of municipal infrastructure costs in accordance with § 212.904 of the Texas Local Government Code and any exemptions from impact fees under current or future law; however, notwithstanding the foregoing and to the extent permitted by law, Developer hereby releases the Town from any and all liability under § 212.904 of the Texas Local Government Code, as amended, regarding or related to the cost of those municipal infrastructure requirements imposed by this Agreement. 8. Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time determined based on the nature of the alleged failure, but in no event less than thirty (30) days after written notice of the alleged failure has been given). In addition, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was Page 325 Item 18. Page 4 of 12 given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. If either Party is in default under this Agreement, the other Party shall have the right to enforce the Agreement in accordance with applicable law, provided, however, in no event shall any Party be liable for consequential or punitive damages. 9. Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton County, Texas. Exclusive venue for any action arising under this Agreement shall lie in Denton County, Texas. 10. Notice. Any notices required or permitted to be given hereunder (each, a “Notice”) shall be given by certified or registered mail, return receipt requested, to the addresses set forth below or to such other single address as either party hereto shall notify the other: If to the Town: The Town of Prosper 250 W. First Street P.O. Box 307 Prosper, Texas 75078 Attention: Town Manager If to Developer: SKS Prosper Teelpkwy Retail Holdings, LLC 7251 Shoestring Drive Frisco, Texas 75036 Attention: Shree Rama 11. Prevailing Party. In the event any person initiates or defends any legal action or proceeding to enforce or interpret any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable costs and attorney’s fees (including its reasonable costs and attorney’s fees on any appeal). 12. Entire Agreement. This Agreement contains the entire agreement between the Parties hereto with respect to development of the Property and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. The provisions of this Agreement shall be construed as a whole and not strictly for or against any Party. 13. Savings/Severability. In the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Agreement shall, to the extent reasonably possible, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. 14. Binding Agreement. A telecopied facsimile of a duly executed counterpart of this Agreement shall be sufficient to evidence the binding agreement of each party to Page 326 Item 18. Page 5 of 12 the terms herein, including without limitation a scanned copy sent via electronic mail by either Party. 15. Authority to Execute. This Agreement shall become a binding obligation on the Parties upon execution by all Parties hereto. The Town warrants and represents that the individual executing this Agreement on behalf of the Town has full authority to execute this Agreement and bind the Town to the same. Developer warrants and represents that the individual executing this Agreement on behalf of Developer has full authority to execute this Agreement and bind the Developer and Owner of the Property to the same. The Town Council hereby authorizes the Town Manager of the Town to execute this Agreement on behalf of the Town. 16. Filing in Deed Records. This Agreement, and any and all subsequent amendments to this Agreement, shall be filed in the deed records of Denton County, Texas. 17. Mediation. In the event of any disagreement or conflict concerning the interpretation of this Agreement, and such disagreement cannot be resolved by the signatories hereto, the signatories agree to submit such disagreement to nonbinding mediation. 18. Notification of Sale or Transfer; Assignment of Agreement. Except with respect to a sale or transfer to a related entity of Developer, Developer shall notify the Town in writing of any sale or transfer of all or any portion of the Property, within ten (10) business days of such sale or transfer. Developer has the right (from time to time without the consent of the Town, but upon written notice to the Town) to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of Developer under this Agreement, to any person or entity (an “Assignee”) that is or will become an Developer of any portion of the Property or that is an entity that is controlled by or under common control with Developer. Each assignment shall be in writing executed by Developer and the Assignee and shall obligate the Assignee to be bound by this Agreement. Except with respect to a sale or transfer to a related entity of Developer, a copy of each assignment shall be provided to the Town within ten (10) business days after execution. Provided that the successor Developer assumes the liabilities, responsibilities, and obligations of the assignor under this Agreement and/or the building has been constructed on the Property as provided in this Agreement, the assigning party will be released from any rights and obligations under this Agreement as to the Property that is the subject of such assignment, effective upon such transfer. No assignment by Developer shall release Developer from any liability that resulted from an act or omission by Developer that occurred prior to the effective date of the assignment. Developer shall maintain true and correct copies of all assignments made by Developer to Assignees, including a copy of each executed assignment and the Assignee’s Notice information. 19. Sovereign Immunity. The Parties agree that the Town has not waived its sovereign immunity from suit by entering into and performing its obligations under this Agreement. Page 327 Item 18. Page 6 of 12 20. Effect of Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) are legislative findings of the Town Council; and (d) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 21. Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. 22. Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. A facsimile signature will also be deemed to constitute an original. 23. Amendment. This Agreement shall not be modified or amended except in writing signed by the Parties. A copy of each amendment to this Agreement, when fully executed and recorded, shall be provided to each Party, Assignee and successor Developer of all or any part of the Property; however, the failure to provide such copies shall not affect the validity of any amendment. 24. 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. IN WITNESS WHEREOF, the parties hereto have caused this document to be executed as of the date referenced herein. Page 328 Item 18. Page 7 of 12 TOWN: THE TOWN OF PROSPER, TEXAS By: ___________________________ Name: Mario Canizares Title: Town Manager STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of _______________, 2024, by Mario Canizares, Town Manager of the Town of Prosper, Texas, on behalf of the Town of Prosper, Texas. ______________________________________ Notary Public, State of Texas My Commission Expires: _________________ Page 329 Item 18. Page 330 Item 18. Page 9 of 12 Exhibit A (Property Legal Description) BEING a tract of land situated in the Aaron Roberts Survey, Abstract No. 1115, Town of Prosper, Denton County, Texas, and being all of Lot 2, Block A of the Windsong Ranch Office Addition, an addition to the Town of Prosper, Denton County, Texas, according to the plat thereof recorded in Document No. 2022-131, Plat Records, Denton County, Texas, and being more particularly described as follows: BEGINNING at a point in the east right-of-way line of Teel Parkway (a variable width right-of-way) at the southwest corner of said Lot 2, Block A, same being the southeast corner of a 60-foot Right- of-Way Dedication recorded in said Document No. 2022-131, and being in the north line of that certain tract of land designated as “Tract 1” as described in the Special Warranty Deed to VP WINDSONG OPERATIONS LLC, recorded in Document No. 2018-142926, Deed Records, Denton County, Texas, and being at the beginning of a non-tangent curve to the right with a radius of 890.00 feet, a central angle of 22°10'32", and a chord bearing and distance of North 02°37'57" East, 342.32 feet; THENCE with said east right-of-way line and the west line of said Lot 2, Block A, the following courses and distances: In a northerly direction, with said non-tangent curve to the right, an arc distance of 344.46 feet to a point for corner; North 13°43'13" East, a distance of 166.50 feet to the northwest corner of said Lot 2, Block A, same being the southwest corner of Lot 1, Block A of the aforementioned Windsong Ranch Office Addition; THENCE with the common line of said Lot 1 and 2, Block A, North 90°00'00" East, a distance of 340.43 feet to the southeast corner of said Lot 1, Block A, and the northeast corner of said Lot 2, Block A, and being in the west line of a called 113.223 acre tract of land described in the Special Warranty Deed to PROSPER INDEPENDENT SCHOOL DISTRICT, recorded in Document No. 2017-34540, Deed Records, Denton County, Texas; THENCE with the west line of said 113.223 acre tract, South 00°00'00" East, a distance of 310.80 feet to the southwest corner of said 113.223 acre tract, same being in the north line of said “Tract 1”, and being at the southeast corner of said Lot 2, Block A; THENCE with the common line of said “Tract 1” and said Lot 2, Block A, South 64°00'25" West, a distance of 440.17 feet to the POINT OF BEGINNING and containing a computed area of 156,502 square feet or 3.593 acres of land. Page 331 Item 18. Exhibit B Page 1 of 3 (Building Materials/Elevations) 10 Page 10 of 12 Page 332 Item 18. Exhibit B Page 2 of 3 (Building Materials/Elevations) 11Page 11 of 12 Page 333 Item 18. Exhibit B Page 3 of 3 (Building Materials/Elevations) 12Page 12 of 12 Page 334 Item 18. Page 1 of 1 To: Mayor and Town Council From: David Hoover, AICP, Director of Development Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Notice of Appeals Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 3. Commercial Corridors are ready for Development Agenda Item: Consider and act upon whether to direct staff to submit a written notice of appeals 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 Preliminary Site Plans and Site Plans. Description of Agenda Item: Attached are the Preliminary Site Plans and Site Plans that were acted on by the Planning & Zoning Commission on March 5, 2024. Per the Zoning Ordinance, the Town Council can direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department for any Preliminary Site Plans and Site Plans acted on by the Planning & Zoning Commission. Budget Impact: There is no budgetary impact affiliated with this item. Attached Documents: 1. DEVAPP-24-0002 – Site Plan for Parvin Pittman Addition, Block 22, Lot 7R (Approved 7-0) 2. DEVAPP-24-0012 – Prosper High School & Middle School Addition, Block 1, Lot 1R-1 (Approved 7-0) Town Staff Recommendation: Town Staff recommends the Town Council take no action on this item. Proposed Motion: N/A PLANNING Page 335 Item 19. 150' S89° 45' 48"E 140'S0°E150' N89° 45' 48"W140'N0°EN 150' N90°E 150' S89° 45' 48"E 140'S0°E150' N89° 45' 48"W140'N0°E45'-9"24'-2"40'-1"31'-11"22'-9"62'6'-4"6'6'167'-4" 6'76'-9"4'6'5'22'6'12'10'10' 24'-9"11'-7"1'-10"27'-4" 13' APPROX. PO RCH ROOM 1 ROOM 2 GREAT HALL ROOM 3 ADA BATH SITTING ENTRY/RECEPTI ON ADA RAMP4'x28'LANDINGHA LL LOUNGE KITCHEN/BREAK FP/FLUE CLOSET S PARVIN ST60' R.O.W.E. 2ND ST 60' R.O.W. FLOWE RBEDS FL OWERBE DS FLOWE RBEDSFLOWERBEDSFLOWERBEDS ADA/VAN LOADING PARKING SPACES: 5 TOT AL - 9'X22' (4+1 ADA) 2560 SF FLATWORK (PARKING + SIDEWALKS) LIVING AREA 1326 SF 6' SIDEWALK COVERED WALKWAY/RAMP(NEW ) 4' FLAGSTONE WALKWAY W/ DECOMPOSED GRANITE B/T 4' FLAGSTONE WALKWAY UTIL. POLE (EXISTING) FIR E HYDRA NT LOC ATE D ON OPP OS ITE ST. CO RNER (D UE SO UTH - 40')ADJACENTDRIVEWAYLOT 7LOT 8LOT 9 21,000 S.F. .48 AC. BLOCK 22 BRYANT ADDITION 10' REAR SETBACK5' SIDE SETBACK 10'X10' CORNER CLIP TO BE DEDICATED WITH PLAT CULVERT (EXISTING AD JACENT STRUC TURE/ IMPROVEMENT: OUTDOOR PL AY AREA - ST MARKS C HURCH) (EXISTING AD JACENT STRUC TURE/ IMPROVEMENT: BUILDING - ST MARKS CHU RCH (EXISTING AD JACENT STRUC TURE/ IMPROVEMENT: BUILDING - ST MARKS CHU RCH (EXISTING ADJACE NT STRU CTURE/ IMPROVEMENT: SILVER LEAF ASSISTED LIVING CENTE R) (EXISTING ADJACENT STRU CTURE/ IMPROVEMENT: PARK ING - SIL VER LE AF ASSISTED LIVING CENTE R) APPROX APPROXAPPROXAPPROX EXISTING FLAGSTONE STEPSTONES (NOT REGRADED OR TOUCHED ) SI TE PLA N N 0 10 20 40 80 5 SHEET: SCALE: DATE: 2/27/2024SITE PLAN202 S. PARVIN STBRYANT FIRST ADD'N, LOT7,8&9, BLOCK 22, .48 ACPROSPER, COLLIN, TEXASREV 08 1/4"=1'HOME DESIGNED BY:AARON HAMILTONABIDE HOME DESIGNSROYSE CITY, TX / 972-533-0959AARON@ABIDEHOMEDESIGNS.COMZONE-23-0028 TOWN OF PROSPER NOTES: 1. All developmen t standards shall follow Town Standards. 2. Landscaping shall conform to landscape plans approved by the To wn of Prosper. 3. All development standards shall follow Fire Requirements per the Town of Prospe r. 4. Han dicapped parkin g areas and building accessibility shall conform to the Americans with Disabiliti es Act (ADA) and with the requi rements of the current, adopted Buil ding Code. 5. All si gnage is subject to Building Official approval. 6. Impact fees will be assessed in accordan ce with the land use classification(s) identified on the Site Data Summary Table; however, chan ges to the proposed land use at the time of CO and/or fini sh-out permit may result in addi tional impact fees and/or parking re quirements. 7. The approval of a Pre liminary Site Plan shall be effective for a period of two (2) years from the date tha t the Preliminary Site Plan is approved by the Planning & Zoning Commission, at the end of which ti me the applicant must have submitted and recei ve d the approval of a Site Plan by the Plan ning & Zoning Commission. If a site plan is not approved within such two (2) year peri od, the Pre liminary Site Plan approval is null and void. If Site Plan approval i s only fo r a portio n of the property, the approval of the Preliminary Site Plan for the remai ning property shall be null and void. 8. Open Space req uirements shall follo w the Zo ning Ordinance, per tract. Open Spa ce shall not include vehicular paving , required parking lot landscape islands, bu ilding footprint, utili ty yards, require d landsca pe setbacks, si dewalks*, and detention pond * Any revision to this plan wi ll require Town approval and will require revisions to any corresponding plan s to avoid conflicts between plans. ZONIN G:DO WNTOW N OFFICE PR OPOSED USE:OFFIC E LOT AR EA:21,000 SF, .48 AC RE BU ILDIN G AR EA:1734 SF (GROSS) OP EN SPACE REQUIRED :7% MINIMUM OP EN SPACE PR OVIDED :90% OFFIC E ARE A:1326 SF BU ILDIN G HEIGHT:27' (2 STORIES) LOT CO VE RAG E:8% FLOOR ARE A R ATIO:.08 TOTAL PARK ING REQ UIRE D:4 SPACES (R EG ULAR) TOTAL PARK ING PRO VIDED:4 SPACES * (RE GULAR) HANDICAP PARK ING REQ UIRE D:1 SP. HANDICAP PARK ING PRO VIDED:1 SP.* SQ . FT. OF IMPE RV IOUS SU RFACE:2379 SF FLOOD PLA IN NO TE : No 1 00 year floodplai n exists on this property SU BJ ECT PR OPERTY VI CINITY MAP SI TE DATA SUMMAR Y 1 GRAPHIC SHEET SCALE 1 INCH = 20 FT. (IN FEET) SE E L AND SC APE PLAN FOR A DDITION AL LANDSCAPING / HARD SCA PIN G INFO. *ON-STREET PARKING LOCATED IN RIGH T-OF-WAY CANNOT BE RESTRICTED AND SH ALL BE OPEN TO THE PUBLIC TOWN OF PRO SP ER SUBMITTAL I NFO RMATION PR OJECT NO. D EVAP P-24-0002 OWNER: PI TTMAN FINA NC IAL PLAN NING 202 S PARVIN ST PR OSPER, TX APPL ICANT: PI TTMAN FINA NC IAL PLAN NING 202 S PARVIN ST PROSPER, TX EN GINEER : NAVE EN KHAMMAMPATI, P.E., CFM TURN KE Y TRACT #2770 MA IN S T., #17 1 FRISC O, TEX AS 75033 Page 336 Item 19. F N D . C U T C R O S S FND. CUT CROSS RUNNING TRACK ASPHALT PARKINGASPHALT DRIVEASPHALT PARKING LOTASPHALT PARKING LOTASPHALT DRIVERAILING C.L.F. EXIST. CHAIN LINK FENCE RAILING RAMP ProsperIndependentSchoolDistrictrevisionno.datebydatescaleverthoriztnp projectsheetVLK23267Town of Prosper, TexasProsper Independent School DistrictFEB 2024teague nall and perkins, inc5237 N. Riverside Drive, Suite 100Fort Worth, Texas 76137817.336.5773 ph 817.336.2813 fxwww.tnpinc.comTBPELS: ENGR F-230; SURV 10011600, 10011601, 10194381GBPE: PEF007431; TBAE: BR 2673tnp Project VLK23267PROSPER, TXPROSPER REYNOLDS MIDDLE SCHOOL PROSPER REYNOLDS MIDDLE SCHOOLLOCATION MAPNOT TO SCALELOCATION MAPNOT TO SCALELEGENDSITE PLAN NOTESFEMA NOTEDATE PREPARED: FEB 2024SITE PLANFOR PROSPER HIGH SCHOOL& MIDDLE SCHOOL ADDITION BLOCK 1, LOT 1R-1TOWN OF PROSPER, COLLINCOUNTY, TEXASCASE No. DEVAPP-24-001201OVERALL SITE PLAN1"=120'N/A01SITE DATA SUMMARYPARKING DATAPage 337Item 19. ProsperIndependentSchoolDistrictrevisionno.datebydatescaleverthoriztnp projectsheetVLK23267Town of Prosper, TexasProsper Independent School DistrictJAN 2024teague nall and perkins, inc5237 N. Riverside Drive, Suite 100Fort Worth, Texas 76137817.336.5773 ph 817.336.2813 fxwww.tnpinc.comTBPELS: ENGR F-230; SURV 10011600, 10011601, 10194381GBPE: PEF007431; TBAE: BR 2673tnp Project VLK23267PROSPER, TXPROSPER REYNOLDS MIDDLE SCHOOL PROSPER REYNOLDS MIDDLE SCHOOLLOCATION MAPNOT TO SCALELOCATION MAPNOT TO SCALELEGENDFEMA NOTEDATE PREPARED: FEB 2024 SITE PLANFOR PROSPER HIGH SCHOOL& MIDDLE SCHOOL ADDITIONBLOCK 1, LOT 1R-1TOWN OF PROSPER, COUNTY, TEXASCASE No. DEVAPP-24-00121"=30'N/A02MAINTENANCE FACILITY SITE PLANSITE DATA SUMMARYPARKING DATASITE PLAN NOTES1R-1R, COLLINPage 338Item 19. ProsperIndependentSchoolDistrictrevisionno.datebydatescaleverthoriztnp projectsheetVLK23267Town of Prosper, TexasProsper Independent School DistrictFEB 2024teague nall and perkins, inc5237 N. Riverside Drive, Suite 100Fort Worth, Texas 76137817.336.5773 ph 817.336.2813 fxwww.tnpinc.comTBPELS: ENGR F-230; SURV 10011600, 10011601, 10194381GBPE: PEF007431; TBAE: BR 2673tnp Project VLK23267PROSPER, TXPROSPER REYNOLDS MIDDLE SCHOOL PROSPER REYNOLDS MIDDLE SCHOOLLOCATION MAPNOT TO SCALELOCATION MAPNOT TO SCALELEGENDFEMA NOTEDATE PREPARED: FEB 202403AGRICULTURAL CENTER SITE PLAN1"=30'N/APARKING DATASITE PLAN NOTESSITE DATA SUMMARY SITE PLANFOR PROSPER HIGH SCHOOL& MIDDLE SCHOOL ADDITIONBLOCK 1, LOT 1R-1TOWN OF PROSPER, DENTONCOUNTY, TEXASCASE No. (DEVAPP-24-0012)Page 339Item 19. RAMPProsperIndependentSchoolDistrictrevisionno.datebydatescaleverthoriztnp projectsheetHUC23594Town of Prosper, TexasProsper Independent School DistrictJAN 2024teague nall and perkins, inc5237 N. Riverside Drive, Suite 100Fort Worth, Texas 76137817.336.5773 ph 817.336.2813 fxwww.tnpinc.comTBPELS: ENGR F-230; SURV 10011600, 10011601, 10194381GBPE: PEF007431; TBAE: BR 2673tnp Project HUC23594PROSPER, TXPROSPER REYNOLDS MIDDLE SCHOOLPROSPER REYNOLDS MIDDLE SCHOOL1"=30'N/A04CLASSROOM ADDITIONSITE PLANPROSPER I.S.D605 EAST SEVENTH STREETPROSPER, TEXAS 75078CONTACT: DR. GREG BRADLEYPHONE: 469.219.2005237 N Riverside Drive, Suite 100Fort Worth, Texas 76137817.336.5773 ph 817.336.2813 fxTBPE Registration No. F-230www.tnpinc.comteague nall & perkinsOWNER/APPLICANT:ENGINEER:SITE DATA SUMMARYLEGENDLEGENDDATE PREPARED: FEB 2024PARKING DATA SITE PLANFOR PROSPER HIGH SCHOOL& MIDDLE SCHOOL ADDITIONBLOCK 1, LOT 1R-1TOWN OF PROSPER, COUNTY, TEXASCASE No. DEVAPP-24-00121R-1R, COLLINPage 340Item 19. Page 1 of 4 To: Mayor and Town Council From: David Hoover, AICP, Director of Development Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Specific Use Permit for Licensed Childcare Center Town Council Meeting – March 12, 2024 Strategic Visioning Priority: 3. Commercial Corridors are ready for Development Agenda Item: Conduct a public hearing and consider and act upon a request for a Specific Use Permit (SUP) for a Child Care Center, Licensed use on 9.7± acres, on Collin County School Land Survey, Abstract 147, Tracts 145, 168, and 172, located 305± south of First Street and the east side of Church Street. (ZONE-23-0035) Future Land Use Plan: The Future Land Use Plan recommends Town Center. The proposed zoning request conforms to the Future Land Use Plan. Zoning: The property is zoned Single-Family 15 (SF-15). Thoroughfare Plan: This property has direct access to Church Street. Parks Master Plan: The Parks Master Plan does not indicate a park is needed on the subject property. Budget Impact: There is no budgetary impact affiliated with this item. Legal Obligations and Review: Notification was provided as required by the Zoning Ordinance and state law. Staff has not received any response to the proposed zoning request to date. Attached Documents: 1. Aerial & Zoning Maps 2. Survey 3. Site Plan PLANNING Page 341 Item 20. Page 2 of 4 Description of Agenda Item: The purpose of this request is to obtain a Specific Use Permit to continue the operation of a licensed child-care center at First Baptist Church. Currently, the church operates First Friends Preschool out of classrooms in both their main building and temporary building. A Specific Use Permit is required for a licensed child-care center unless it is operated by an independent school district. Compatibility: This zoning change would not be seen as out of character with the existing neighborhood due to compatibility with the uses in the surrounding area. The property to the north is a family resource center operated by Prosper ISD. Additionally, an elementary school, Rucker Elementary, is located to the east of the property. The similarity of these surrounding uses emphasizes that a licensed child-care center is compatible with the area. The zoning and land use of the surrounding properties are as follows: Zoning Current Land Use Future Land Use Plan Subject Property Single Family-15 House of Worship Town Center North Downtown Office Family Resource Center (PISD) Town Center East Single Family-15 Elementary School (Rucker Elementary) Town Center South Planned Development-67 Vacant Town Center West Planned Development-67 Vacant Town Center History: In 2016, a temporary building was permitted for First Baptist Church due to temporary buildings being allowed by right for houses of worship. These temporary buildings have a life span of three years and must be renewed at the end of the three-year period. Additionally, a one-year extension can be granted at the end of the three-year period instead of renewing. The church’s temporary building was permitted in 2016 and in 2019. Then in 2022, a one-year extension was granted for the temporary building. Throughout this time, First Baptist operated their licensed child-care center out of both their main building and temporary building. A Specific Use Permit is required for a licensed child-care center that is not operated by an independent school district. When the church came back to renew the temporary building in 2023, Staff determined that a Specific Use Permit was needed for the child-care center. Page 342 Item 20. Page 3 of 4 Conditions: Town Staff recommends that the following condition(s) be part of the Specific Use Permit. - Condition 1: The Specific Use Permit will expire two years after Town Council approval. Specific Use Permit Criteria: The Zoning Ordinance contains the following four (4) criteria to be considered in determining the validity of an SUP request. 1. Is the use harmonious and compatible with its surrounding existing uses or proposed uses?  Yes, a family resource center operated by Prosper ISD is directly to the north of the church. Additionally, Rucker Elementary is directly to the east of the church. The adjacent educational uses indicate that a licensed child-care center is an appropriate use and consistent with the surrounding area. 2. Are the activities requested by the applicant normally associated with the requested use?  Yes, it is common practice for houses of worship to have licensed child-care centers associated with them. Churches within the Town such as Prosper United Methodist Church (Specific Use Permit-3), St. Paul’s Episcopal Church (Specific Use Permit-10), and St. Martin de Porres Catholic Church (Specific Use Permit-15) all have an educational or licensed child-care component. 3. Is the nature of the use reasonable?  Yes, a licensed child-care use is compatible with the surrounding area and commonly associated with houses of worship. 4. Has any impact on the surrounding area been mitigated?  The Specific Use Permit will have a two-year expiration date which should cause the permanent building to be constructed within that time frame. Staff believes the applicant has satisfied the criteria and recommends approval of the request. Planning & Zoning Recommendation: The Planning & Zoning Commission unanimously recommended approval of this item by a vote of 7-0 at their meeting on February 20, 2024, subject to the following condition(s): 1. The Specific Use Permit will expire two years after Town Council approval. Town Staff Recommendation: Town Staff recommended approval of the request for a Specific Use Permit for a Child Care Center, Licensed use on 9.7± acres, on Collin County School Land Survey, Abstract 147, Tracts 145, 168, and 172, located 305± south of First Street and the east side of Church Street to the Planning & Zoning Commission, subject to the following conditions: 1. The Specific Use Permit will expire two years after Town Council approval. 2. The temporary building will be removed once the Specific Use Permit expires. 3. Upon expiration of the Specific Use Permit, a one-year extension may be granted by the Planning & Zoning Commission if progress has been made. Page 343 Item 20. Page 4 of 4 Proposed Motion: I move to approve/deny the request for a Specific Use Permit (SUP) for a Child Care Center, Licensed use on 9.7± acres, on Collin County School Land Survey, Abstract 147, Tracts 145, 168, and 172, located 305± south of First Street and the east side of Church Street. Page 344 Item 20. 0 300 600150 Feet APOGEEDRSPARVINSTGALAXY DR CALLISTO DR GALILEO DR FIELD STLANE STLUNASTAPOGEEDRSUNSET PTCOLEMAN STMORNINGSTARLNW SECOND ST BUENA VISTAE SECOND ST CHURCHCOLEMANFIRST FM 1385LACIM ABLVDUS HIGHWAY 380 FRONTIER PKWY FIRST ST PRESTON RDCOIT RDCUSTER RDLEGACY DRFM423TEELPKWYMAHARD PKWYDALLASNORTHTOLLWAYPROSPER TRL LOVERS LN BROADWAY ST SHAWNEE TRLR I C H L A N D BLVDCOLEMANPRAIRIEDRIVE GEE RD HAYS RDFISHTRAP RD PARVIN RD ¯ Specific Use Permit ZONE-23-0035 FIRST BAPTIST CHURCH CHILDCARE This map for illustration purposes only Page 345 Item 20. 0 300 600150 Feet C PD-67 M PD-67 SF-10 DTO SF-15 SF-15 SF-15 SF-15 SF-15 SF-15 SF-15 DTO DTO DTODTO C DTO DTO SF-15 DTO DTO DTODTODTODTO GALILEO DR CALLISTO DR GALAXY DR GALI L EODRLUNASTSPARVINSTSUNSET PT BUENA VISTAE SECOND ST COLEMAN STCOLEMANCALLISTODRGALAXY DRLUNAST APOGEEDRLANE STS PARVINSTMORNINGSTARLNW SECOND ST E SECOND ST BUENA VISTACOLEMAN STAPOGEEDRGALILEO DR FIELDSTSUNSET PT CHURCHFIRST FM 1385LACIM ABLVDUS HIGHWAY 380 FRONTIER PKWY FIRST ST PRESTON RDCOIT RDCUSTER RDLEGACY DRFM423TEELPKWYMAHARD PKWYDALLASNORTHTOLLWAYPROSPER TRL LOVERS LN BROADWAY ST SHAWNEE TRLR I C H L A N D BLVDCOLEMANPRAIRIEDRIVE GEE RD HAYS RDFISHTRAP RD PARVIN RD ¯ Specific Use Permit ZONE-23-0035 FIRST BAPTIST CHURCH CHILDCARE This map for illustration purposes only Page 346 Item 20. S.CHURCH STREET E. FIRST STREETCHURCH STREET POINT OFBEGINNING0'60'120'180'RINGLEY & ASSOCIATES, INC.FIRST BAPTIST CHURCH, PROSPER, TEXAS9.744 ACRESsituated in theCollin County School Land Survey, Abstract No. 147City of Prosper, Collin County, Texas“”“”“”“”“”CASE NO. ZONE-23-0035Page 347Item 20. E. FIRST ST. 1"=60' Project No. Sheet No.Issue Dates:Revision & Date: 1 11/08/2023 2 01/09/2024 3 4 5 6 Drawn By:Checked By:Scale: C.E.C.I.PROSPER, TEXAS FIRST BAPTIST CHURCH OF PROSPER EXPANSION22016 FIRST BAPTIST CHURCH OF PROSPER FIRST BAPTIST CHURCH1720 W. Virginia Street McKinney, Texas 75069 972.562.4409 Texas P.E. Firm No. F-5935 C.E.C.I. 1 2 3 4 5 6 CALL BEFORE YOU DIG (@ least 72 hours prior to digging) STOP! OF PROSPER EXPANSION CASE NO. ZONE-23-0035 Existing Portable Building Building D 5,173 SF Existing Building Building C 1,882 SF Existing Building Building B 5,674 SF Existing Building Building A 10,002 SF EXHIBIT B - SITE PLAN ¶ ¶ ¶ ¶ ¶ ¶ ¶¶ ¶ ¶ Existing Playground Page 348 Item 20. 5 Page 349 Item 20. 5 Page 350 Item 20. Surrounding Area Zoning Current Land Use Subject Property Single Family-15 House of Worship (First Baptist Church) North Downtown Office Family Resource Center (Prosper ISD) East Single Family-15 Elementary School (Rucker Elementary) South Planned Development-67 (Single Family-10) Vacant (Starview Phase 1) West Planned Development-67 (Single Family-10) Vacant (Starview Phase 2) 5 Page 351 Item 20. Proposal Specific Use Permit: •Licensed Child-Care Center •Conducted out of both the main building and the portable building. •Temporary Building •The portable building is also used for church purposes. 5 Page 352 Item 20. 5 Page 353 Item 20. Zoning Ordinance Child Care Center, Licensed: •Specific Use Permit required for licensed childcare center not operated by an independent school district. Temporary Buildings: •Temporary buildings are permitted by right for houses of worship. They require a Specific Use Permit for a private use. •Permits for house of worship temporary buildings last for three years. •A one-year extension can be granted at the end of the three-year term. 5 Page 354 Item 20. History Child Care Center, Licensed: •First Friends Preschool in operation since 2016. Temporary Building: •First permitted in 2016 and then again in 2019. •One-year extension granted in 2022. Determination: •In 2023, Staff determined a Specific Use Permit would be required for the licensed child -care center. 5 Page 355 Item 20. Specific Use Permit Criteria Evaluation: •1. Is the use harmonious and compatible with its surrounding existing uses or proposed uses? •Yes, adjacent educational uses show consistency with surrounding uses. •2. Are the activities requested by the applicant normally associated with the requested use? •Yes, other churches (United Methodist, St. Paul’s, St. Martin, etc.) have a SUP for similar uses. •3. Is the nature of the use reasonable? •Yes, this is shown by consistency with surrounding uses and common association with churches. •4. Has any impact on the surrounding area been mitigated? •Yes, the expiration date should cause the permanent structure to be constructed within that time. 5 Page 356 Item 20. Conditions Staff Recommendations to Planning & Zoning: •Condition 1 •The Specific Use Permit will expire two years after Town Council approval. •Condition 2 •The temporary building will be removed once the Specific Use Permit expires. •Condition 3 •Upon expiration of the Specific Use Permit, a one-year extension may be granted by the Planning & Zoning Commission if progress has been made. 5 Page 357 Item 20. Planning & Zoning Commission Recommendation: •Approval (7-0) subject to the following condition(s) •The Specific Use Permit will expire two years after Town Council approval. 5 Page 358 Item 20. Conclusion Notices: •Friday, February 9th Citizen Response: •None Recommendation: •Approval 5 Page 359 Item 20.