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09.24.19 Town Council Regular Meeting Packet Page 1 of 510 ] Prosper is a place where everyone matters. 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 Flag Certificate by members of the Edmund Terrell Chapter of the Sons of the American Revolution. (RB) 2. Presentation of a Proclamation to members of the Prosper Police and Fire Departments declaring October 1, 2019, as National Night Out. (RB) AGENDA BRIEFING: Questions About Items Listed on the Regular Meeting Agenda. Discussion Items. 3. Discussion on Downtown Empowerment Zones and Architectural Standards. (JW) 4. Discussion on the Downtown Open Space. (DR) 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. 5. Consider and act upon the minutes from the September 5, 2019, Special Called Town Council Meeting. (RB) 6. Consider and act upon the minutes from the September 10, 2019, Town Council Meeting. (RB) 7. Receive the July Financial Report. (CS) 8. Consider and act upon authorizing the Town Manager to execute an Interlocal Agreement between the North Central Texas Emergency Communication District and the Town of Prosper for regional 9-1-1 service. (DK) 9. Consider and act upon a resolution of the Town Council of the Town of Prosper, Texas, authorizing the Town to submit a grant application to the Office of the Governor (OOG) for Prosper Police Department SWAT equipment enhancement grant. (KB) Agenda Prosper Town Council Meeting Council Chambers Prosper Town Hall 200 S. Main Street, Prosper, Texas September 24, 2019 5:45 PM Page 1 Page 2 of 510 10. Consider and act upon authorizing the Town Manager to execute a Second Amended Annexation Agreement between OM Frontier Estates, LLC. and the Town of Prosper, Texas, regarding a 22.05± acre property, generally located on the south side of Frontier Parkway, west of Custer Road. (AG) 11. Consider and act upon authorizing the Town Manager to execute a Second Amended Annexation Agreement between Harold and Maureen Patin and the Town of Prosper, Texas, regarding a 10.59± acre property, generally located on the south side of Prosper Trail, west of Custer Road. (AG) 12. Consider and act upon authorizing the Town Manager to execute a Second Amended Annexation Agreement between Y-C Nurseries, Inc. and the Town of Prosper, Texas, regarding a 12.38± acre property, generally located on the north side of US 380, west of Dallas Parkway. (AG) 13. Consider and act upon an ordinance rezoning 11.0± acres from Planned Development-65 (PD-65) to Planned Development-98 (PD-98), located on the south side of future Prairie Drive, west of future Mahard Drive, to facilitate the development of a Retirement Housing Complex, consisting of one (1) and three (3) story buildings. (Z19-0005). (AG) 14. Consider and act upon an ordinance rezoning 5.7± acres from Planned Development- 65 (PD-65) to Office (O), located on the southwest corner of future Prairie Drive and Mahard Parkway. (Z19-0006). (AG) 15. Consider and act upon an ordinance rezoning 16.1± acres of Planned Development- 43 (PD-43) and Specific Use Permit-9 (SUP-9), and 3.3± acres of Planned Development-65 (PD-65) to Planned Development (PD-99), located on the northwest corner of Mahard Parkway and US 380, to facilitate the development of a Major Automotive Repair Facility (Toyota/Penske). (Z19-0007). (AG) 16. Consider and act upon authorizing the Town Manager to execute a Development Agreement between Prosper Villages at Legacy, LLC, and the Town of Prosper, Texas, related to the Prosper Center development. (AG) 17. Consider and act upon whether to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department, pursuant to Chapter 4, Section 1.5(C)(7) and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding action taken by the Planning & Zoning Commission on any Site Plan or Preliminary Site Plan. (AG) Citizen Comments: The public is invited to address the Council on any topic. However, the Council is unable to discuss or take action on any topic not listed on this agenda. Please complete a “Public Meeting Appearance Card” and present it to the Town Secretary prior to the meeting. REGULAR AGENDA: If you wish to address the Council, please fill out a “Public Meeting Appearance Card” and present it to the Town Secretary, preferably before the meeting begins. 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. For individuals wishing to speak on a non-public hearing item, they may either address the Council during the Citizen Comments portion of the meeting or when the item is considered by the Town Council. Page 2 Page 3 of 510 Items for Individual Consideration: 18. Presentation of service plan and first Public Hearing to consider the voluntary annexation of 6.8± acres, generally located 1,000± feet south of First Street, 4,000± feet west of Custer Road. (A19-0001). (AG) 19. Conduct a Public Hearing, and consider and act upon a request to rezone 0.2± acres from Downtown Office (DTO) to Planned Development-Downtown Office (PD-DTO), located on the northeast corner of Church Street and Second Street, to allow for the development of an Assisted Living Facility. (Z19-0013). (AG) 20. Consider and act upon a resolution of the Town Council of the Town of Prosper, Texas, accepting grant funds from the U.S. Department of Homeland Security for grant funding under the 2016 Staffing for Adequate Fire and Emergency Response (SAFER) grant program to create six (6) new, paid, full time, firefighter positions (SB) 21. Discussion of Amendments to the FY 2019-2020 Budget. (CS) 22. Consider and act upon awarding RFP No. 2019-63-A for ASO Medical and Captive Benefits to UMR, Inc., a subsidiary of United Healthcare, effective January 1, 2020, and authorizing the Town Manager to execute all documents for the same. (KS) 23. Consider and act upon awarding RFP No. 2019-61-A for Pharmacy Benefits Management Services to ProAct, Inc.; and authorizing the Town Manager to execute all documents for the same. (KS) 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. 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 551.071 – Consultation with the Town Attorney relative to plat approval in accordance with Chapter 212 of the Texas Local Government Code. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. Possibly direct Town staff to schedule topic(s) for discussion at a future meeting. 24. Discuss Development and Infrastructure Fees. (JW/HW) 25. Discussion on Agenda Format. (RB) Adjourn. Page 3 Page 4 of 510 CERTIFICATION I, the undersigned authority, do hereby certify that this Notice of Meeting was posted at Prosper Town Hall, located at 200 S. Main Street, Prosper, Texas 75078, a place convenient and readily accessible to the general public at all times, and said Notice was posted by 6:30 p.m., on Friday, September 20, 2019, and remained so posted at least 72 hours before said meeting was convened. _______________________________ _________________________ Robyn Battle, 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 3 ] Prosper is a place where everyone matters. Call to Order/ Roll Call. The meeting was called to order at 5:47 p.m. Council Members Present: Mayor Ray Smith Mayor Pro-Tem Curry Vogelsang, Jr. Deputy Mayor Pro-Tem Jason Dixon Councilmember Marcus E. Ray Councilmember Craig Andres Councilmember Meigs Miller Councilmember Jeff Hodges Staff Members Present: Harlan Jefferson, Town Manager Robyn Battle, Town Secretary/Public Information Officer Chuck Springer, Executive Director of Administrative Services Kelly Neal, Finance Director Leigh Johnson, IT Director Dudley Raymond, Parks and Recreation Director Leslie Scott, Director of Library Services Hulon Webb, Engineering Services Director Aubrey Smith, Water and Sewer Superintendent John Webb, Development Services Director Doug Kowalski, Police Chief Stuart Blasingame, Fire Chief 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. 1. Consider and act upon a request to permit open fencing in the front yard of Block A, Lot 21, Whispering Farms, Phase 2, located at 741 Broadmoor Lane. (V19-0002). (JW) 2. Consider and act upon a request to permit open fencing in the front yard of Block A, Lot 19, Whispering Farms, Phase 2, located at 791 Broadmoor Lane. (V19-0001). (JW) Minutes Prosper Town Council Special Called Meeting Council Chambers Prosper Town Hall 200 S. Main Street, Prosper, Texas Thursday, September 5, 2019 Page 5 Item 5. Page 2 of 3 Deputy Mayor Pro-Tem Dixon made a motion and Councilmember Miller seconded the motion to approve all items on the Consent Agenda. The motion was approved by a vote of 7-0. REGULAR AGENDA: If you wish to address the Town Council, please fill out a “Public Meeting Appearance Card” and present it to the Town Secretary, preferably before the meeting begins. 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. For individuals wishing to speak on a non-public hearing item, they may either address the Council during the Citizen Comments portion of the meeting or when the item is considered by the Town Council. 3. Conduct a Public Hearing to consider and discuss the FY 2019-2020 Budget, as proposed. (KN) 4. Conduct a Public Hearing to consider and discuss a proposal to increase total tax revenues from properties on the tax roll in the preceding tax year by 15.16 percent. (KN) Mayor Smith opened Items 3 and 4 concurrently. Finance Director Kelly Neal presented this item before the Town Council. She reviewed the Town’s major sources of revenue, and General Fund expenditures by function. Ms. Neal provided an overview of the changes to the Proposed Budget since it was first presented to Council on August 13, 2019. The Town Council specifically discussed the discretionary packages for the Frontier Park storage units. Parks and Recreation Director explained the cost estimate and specifications for the storage units. The Town Council recessed the meeting at 6:30 p.m. to conduct the Board and Commission Interviews. The Town Council reconvened the Special Called Meeting at 8:31 p.m. The Town Council discussed the discretionary package for the CCTV camera truck. Hulon Webb, Director of Engineering, explained the cost estimate for the truck, noting that the Town is providing increased service levels by providing camera inspections prior to final acceptance of a project, and prior to the expiration of maintenance and warranty periods to identify potential problems. Aubrey Smith, Water Superintendent, provided additional information about water quality sampling procedures, and the number of samples conducted each month. Public Works has requested an additional position to ensure the Town has qualified personnel to keep up with the sampling requirements. Development Services Director John Webb briefed the Council on service levels related to Health Inspections, noting that Town Health/Code staff does plan review in addition to inspections. Town staff typically spends two to four hours per inspection to provide a high level of customer service. Page 6 Item 5. Page 3 of 3 Parks and Recreation Director Dudley Raymond provided additional information on the request for contract services for the Parks and Recreation Department. The Town is working toward achieving accreditation for the Parks and Recreation Department. Funds for this request would be used to hire a professional consultant to assit staff with developing best practices, policies and programs to achieve accreditation. Town Manager Harlan Jefferson responded to a question about the proposed Communication Manager, noting that the Town’s public and media relations consultant intends to continue service through FY 2020-2021. Mayor Smith opened the Public Hearing for Items 3 and 4. With no one speaking, Mayor Smith closed the Public Hearings. No further action was taken. Adjourn. The meeting was adjourned at 9:26 p.m. on Thursday, September 5, 2019. These minutes approved on the 24th day of September 2019. APPROVED: Ray Smith, Mayor ATTEST: Robyn Battle, Town Secretary Page 7 Item 5. Page 1 of 9 ] Prosper is a place where everyone matters. Call to Order/ Roll Call. The meeting was called to order at 5:45 p.m. Council Members Present: Mayor Ray Smith Mayor Pro-Tem Curry Vogelsang, Jr. Deputy Mayor Pro-Tem Jason Dixon Councilmember Marcus E. Ray Councilmember Craig Andres Councilmember Meigs Miller Councilmember Jeff Hodges Staff Members Present: Harlan Jefferson, Town Manager Terry Welch, Town Attorney Robyn Battle, Town Secretary/Public Information Officer Chuck Springer, Executive Director of Administrative Services Kelly Neal, Finance Director Kala Smith, Human Resources Director Leigh Johnson, IT Director Dudley Raymond, Parks and Recreation Director Leslie Scott, Director of Library Services Hulon Webb, Engineering Services Director Pete Anaya, Assistant Director of Engineering Services – Capital Projects Aubrey Smith, Water and Sewer Superintendent John Webb, Development Services Director Alex Glushko, Planning Manager Doug Kowalski, Police Chief Stuart Blasingame, Fire Chief Invocation, Pledge of Allegiance and Pledge to the Texas Flag. Police Chaplain Isaac Varela led the invocation. The Pledge of Allegiance and the Pledge to the Texas Flag were recited. Announcements of recent and upcoming events. Councilmember Ray read the following announcements: The Prosper Fire Department will host its annual 9/11 Remembrance Ceremony at Town Hall tomorrow morning at 7:30 a.m. Following the ceremony, a blood drive will take place at Town Hall from 9:00 a.m.-3:00 p.m., sponsored by the Town, the Prosper Chamber of Commerce, and Minutes Prosper Town Council Meeting Council Chambers Prosper Town Hall 200 S. Main Street, Prosper, Texas Tuesday, September 10, 2019 Page 8 Item 6. Page 2 of 9 Carter Blood Care. A second blood drive will take place on Saturday, September 14, from 9:00 a.m.-3:00 p.m. at the Prosper Walmart. Residents are encouraged attend the 9/11 Ceremony tomorrow morning, and to donate blood in honor of the many lives lost in the September 11th tragedy. The Town’s Water Conservation Division will offer a free class on Texas Trees, with information on tree selection and proper planting practices on September 23. More information and online registration is available on the Town website. The Town will host an informational Meet & Greet with the North Texas Tollway Authority (NTTA), regarding the expansion of the Dallas North Tollway on Thursday, September 26, from 6:00-7:00 p.m. in Council Chambers. Town staff and NTTA will present information on the project, and will be available to answer questions. The public is invited to attend. On Tuesday, October 1, residents are encouraged to participate in National Night Out by spending the evening outside visiting with neighbors and Prosper’s public safety personnel. This annual event was created to heighten awareness, and strengthen participation in local anti-crime efforts. Contact Officer Erin Hubbard for more information or to schedule a block party. Presentations. 1. Presentation of a Proclamation to members of the Preston Ridge Chapter of the Daughters of the American Revolution declaring September 17-23, 2019, as Constitution Week. (RB) Mayor Smith presented the Proclamation to Beth Buck of the Preston Ridge Chapter of the Daughters of the American Revolution. AGENDA BRIEFING: Questions About Items Listed on the Regular Meeting Agenda. This item was not discussed. Discussion Items. 2. Discussion on Revised Empowerment Zones and Architectural Standards for the Downtown Commercial and Residential Areas. (JW) This item was tabled to the September 24, 2019, Town Council meeting. 3. Discussion on the Town Hall Lobby Art project. (RB) Town Secretary/PIO Robyn Battle presented this item before the Town Council. The Town’s Art Committee has made a recommendation to purchase three art pieces for the Town Hall Lobby from a local artist, Corbin Ringley. Corbin presented conceptual renderings of the proposed projects. The Town Council provided feedback on the renderings. Mr. Ringley will provide a formal proposal with a cost estimate and timeline once the final conceptual renderings are approved. No further action was taken. Page 9 Item 6. Page 3 of 9 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. 4. Consider and act upon the minutes from the August 27, 2019, Town Council meeting. (RB) 5. Consider and act upon Resolution No. 19-58 designating The Prosper Press as the official newspaper of the Town of Prosper, and The Dallas Morning News as an alternative advertising source, for Fiscal Year 2019-2020. (RB) 6. Consider and act upon adopting the FY 2019-2020 Prosper Economic Development Corporation budget. (RS) 7. Consider and act upon Ordinance No. 19-59 approving a tariff authorizing an annual rate review (RRM) mechanism settlement between the At mos Cities Steering Committee and Atmos Energy Corporation regarding the Company’s 2019 rates set by the settlement as a substitution for the annual interim rate adjustment process defined by section 104.301 of the Texas Utilities Code. (KN) 8. Consider and act upon approving an Amendment to the Facility Management Services Agreement between TDIndustries, Inc., and the Town of Prosper Texas, through the National Cooperative Purchasing Alliance (NCPA); and authorizing the Town Manager to execute the same. (CS) 9. Consider and act upon Ordinance No. 19-60 amending Chapter 13, “Utilities,” of the Town’s Code of Ordinances by adopting a new Article 13.13, “Wastewater Inflow Prevention Plan”; and adopting a Wastewater Inflow Prevention Plan. (FJ) 10. Consider and act upon authorizing the Town Manager to execute an Amendment to the First Amended Interlocal Agreement by and between the Town of Prosper, Texas and Collin County, Texas for the facility construction and use of an animal shelter in Collin County. (JW) 11. Consider and act upon authorizing the Town Manager to execute Amendment Thirteen to the Interlocal Agreement between Collin County and the Town of Prosper, extending the agreement through FY 2019-2020, relating to Animal Control Services. (JW) 12. Consider and act upon Ordinance No. 19-61 abandoning a portion of Fishtrap Road prescriptive right-of-way, located north of the intersection of Fishtrap Road and Gee Road, north of US 380. (AG) 13. Consider and act upon Ordinance 19-62 abandoning portions of Good Hope Road prescriptive right-of-way, located north of US 380 and south of a point 150 feet north of Mill Branch Drive. (AG) 14. Consider and act upon Ordinance No. 19-63 abandoning a portion of S. Coleman Street right-of-way, located south of First Street, north of Preston Road. (AG) Page 10 Item 6. Page 4 of 9 15. Consider and act upon whether to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department, pursuant to Chapter 4, Section 1.5(C)(7) and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding action taken by the Planning & Zoning Commission on any Site Plan or Preliminary Site Plan. (AG) Councilmember Miller made a motion and Councilmember Hodges seconded the motion to approve all items on the Consent Agenda. The motion was approved by a vote of 7-0. Citizen Comments: The public is invited to address the Council on any topic. However, the Council is unable to discuss or take action on any topic not listed on this agenda. Please complete a “Public Meeting Appearance Card” and present it to the Town Secretary prior to the meeting. Jakob Lee Smith, 130 Fallbrook Drive, Murphy, spoke regarding a housing grant program for individuals who work in Prosper. REGULAR AGENDA: If you wish to address the Town Council, please fill out a “Public Meeting Appearance Card” and present it to the Town Secretary, preferably before the meeting begins. 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. For individuals wishing to speak on a non-public hearing item, they may either address the Council during the Citizen Comments portion of the meeting or when the item is considered by the Town Council. Items for Individual Consideration: 16. Conduct a Public Hearing, and consider and act upon an ordinance to amend Planned Development-33 (PD-33), on 127.9± acres, located on the southwest corner of Prosper Trail and Cook Lane, to allow for the expansion of a House of Worship (Prestonwood Baptist Church), including a Private School and Gymnasium. (Z19-0012). (AG) Planning Manager Alex Glushko presented this item before the Town Council. In October 2006, the Town Council approved Planned Development-33 (PD-33) for the Prestonwood Baptist Church North Campus. With this amendment, Prestonwood is proposing to update the proposed conceptual site plan and conceptual elevations to reflect the existing development, as well as to allow for the expansion of the existing building. The proposed building expansion is for a total of 37,441 square feet, two stories in height, and includes classrooms and a gymnasium. The applicant spoke in favor of the request and offered to answer any questions. Mayor Smith opened the Public Hearing. With no one speaking, Mayor Smith closed the Public Hearing. Mr. Glushko confirmed that the temporary building on the property is not associated with this zoning request. Page 11 Item 6. Page 5 of 9 After discussion, Mayor Pro-Tem Vogelsang made a motion and Councilmember Andres seconded the motion to approve Ordinance No 19-64 to amend Planned Development-33 (PD-33), on 127.9± acres, located on the southwest corner of Prosper Trail and Cook Lane, to allow for the expansion of a House of Worship (Prestonwood Baptist Church), including a Private School and Gymnasium. The motion was approved by a vote of 7-0. 17. Consider and act upon an ordinance adopting the Fiscal Year 2019-2020 Annual Budget for the fiscal year beginning October 1, 2019, and ending September 30, 2020. (KN) Finance Director Kelly Neal presented this item before the Town Council. Approval of this item will appropriate funds for the FY 2019-2020 Budget. The FY 2019-2020 Proposed Budget was submitted to the Town Council on August 13, 2019. Prior to tonight’s meeting, the Town published required notices, held public hearings that included staff presentations about the budget, and 2019 tax rate, and gave interested taxpayers the opportunity to be heard by the Town Council. The FY 2019-2020 Proposed Budget raises more in property tax revenues than in the previous year. The Proposed FY 2019-2020 budget is composed of discretionary and non-discretionary supplemental requests. Ms. Neal reviewed some of the more prominent requests from the General Fund and Water/Sewer Fund, and reviewed changes to the budget since the proposed budget was submitted on August 13, 2019. The Council discussed the cost estimate for employee health benefits. Ms. Neal reviewed the cost projections Town staff and the benefits consultant estimated based on claims history and projected costs, and cost-saving measures the Town has implemented. The Council Benefits Subcommittee previously reviewed the estimate as well. Upon a suggestion from Town Manager Harlan Jefferson, the Council requested Town staff schedule the Town’s employee benefits consultant to provide additional information at the September 24, 2019, Town Council meeting. The Council discussed additional discretionary requests from the budget, including the CCTV camera truck, the Frontier Park storage sheds, and Code Compliance staffing levels. Ms. Neal responded to questions about the request for a brush truck from the Fire Department, which had been cut from the proposed budget, noting that the funds from the General Fund would be required to fully fund the truck. After discussion, Mayor Pro-Tem Vogelsang made a motion and Councilmember Miller seconded the motion to to approve Ordinance No. 19-65 adopting the Fiscal Year 2019-2020 Annual Budget for the fiscal year beginning October 1, 2019, and ending September 30, 2020, as proposed. The motion was approved by a record vote of 7-0 as follows: Councilmember Hodges - approved Coundilmember Miller - approved Councilmember Andres - approved Deputy Mayor Pro-Tem Dixon - approved Mayor Smith - approved Mayor Pro-Tem Vogelsang - approved Councilmember Ray - approved Page 12 Item 6. Page 6 of 9 Deputy Mayor Pro-Tem Dixon made a motion and Councilmember Ray seconded the motion to ratify the property tax revenue increase as reflected in the Fiscal Year 2019-2020 Adopted Budget. The motion was approved by a record vote of 7-0 as follows: Councilmember Hodges - approved Coundilmember Miller - approved Councilmember Andres - approved Deputy Mayor Pro-Tem Dixon - approved Mayor Smith - approved Mayor Pro-Tem Vogelsang - approved Councilmember Ray - approved 18. Consider and act upon an ordinance adopting the Town of Prosper 2019 Property Tax Rate. (KN) Finance Director Kelly Neal presented this item before the Town Council. This item is to adopt the 2019 tax rate to generate sufficient revenues as required in the Adopted FY 2019-2020 Budget. The attached ordinance sets the 2019 ad valorem tax rate at $0.52 cents per $100 assessed valuation. Mayor Pro-Tem Vogelsang made a motion and Councilmember Andres seconded the motion that the property tax rate be increased by the adoption of a tax rate of $0.52 per $100 assessed valuation, which is effectively a 5.06 percent increase in the tax rate. The motion was approved by a record vote of 7-0 as follows: Councilmember Hodges - approved Coundilmember Miller - approved Councilmember Andres - approved Deputy Mayor Pro-Tem Dixon - approved Mayor Smith - approved Mayor Pro-Tem Vogelsang - approved Councilmember Ray - approved 19. Consider and act upon a resolution adopting the Fiscal Year 2019-2020 Capital Improvement Program. (HW) Hulon Webb, Director of Engineering, presented this item before the Town Council. Town staff has prepared the FY 2019-2020 Proposed Capital Improvement Program (CIP) for adoption by the Town Council. This program includes budgeted capital projects for the 2019-2020 fiscal year and major planned capital projects to 2029. Mr. Webb reviewed the major streets, traffic, parks, water, wastewater, and drainage projects on the CIP. The Council directed staff to reduce the traffic signal project budgets from $300,000 to $250,000, and to increase the budget for Fishtrap Road from $700,00 to $900,00 to accommodate the design of four lanes. After discussion, Councilmember Hodges made a motion and Councilmember Ray seconded the motion to approve Resolution No. 19-67 adopting the Fiscal Year 2019- 2020 Capital Improvement Program, with the reduction in the traffic signal amounts as referenced in the staff presentation, and the design of Fishtrap Road is increased from $700,000 to $900,00. The motion was approved by a vote of 7-0. Page 13 Item 6. Page 7 of 9 20. Consider and act upon an ordinance amending various Town Fees; amending Appendix A, “Fee Schedule,” to the Town’s Code of Ordinances by amending Section 1, “Construction Permits and Fees,” by adding a new subsection (c), “Third Party Geotechnical and Material Testing Fees,” and a new subsection (d), “Camera Inspection Fee for Wastewater Mains”; amending subsection (2), “Other Fees,” of Section V, “Development Fees,” of Appendix A, “Fee Schedule,” to the Town’s Code of Ordinances by adding thereto a new subpart (I), “Engineering Plan Review Fees”; repealing existing Section IX, ”Water and Sewer Rates,” and replacing it with a new section IX, “Water and Sewer Rates.” (KN) Finance Director Kelly Neal presented this item before the Town Council. Town staff is requesting to implement four new fees, including third party geotechnical and material testing fees, camera inspection fees for wastewater mains, engineering plan review fees, and an inflow and infiltration fee. Town staff is also proposing to amend the commercial water base rate. No change in rates is recommended for residential customers in FY 2019-2020. Councilmember Hodges made a motion and Councilmember Ray seconded the motion to approve Ordinance No. 19-68 amending various Town Fees; amending Appendix A, “Fee Schedule,” to the Town’s Code of Ordinances by amending Section 1, “Construction Permits and Fees,” by adding a new subsection (c), “Third Party Geotechnical and Material Testing Fees,” and a new subsection (d), “Camera Inspection Fee for Wastewater Mains”; amending subsection (2), “Other Fees,” of Section V, “Development Fees,” of Appendix A, “Fee Schedule,” to the Town’s Code of Ordinances by adding thereto a new subpart (I), “Engineering Plan Review Fees”; repealing existing Section IX, ”Water and Sewer Rates,” and replacing it with a new section IX, “Water and Sewer Rates.” The motion was approved by a vote of 7-0. 21. Discussion on the Downtown Open Space. (DR) This item was tabled to the September 24, 2019, Town Council 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. 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 appointments to the Board of Adjustment/Construction Board of Appeals, Parks & Recreation Board, Library Board, Prosper Economic Development Corporation Board, and Planning & Zoning Commission. The Town Council recessed into Executive Session at 7:20 p.m. Page 14 Item 6. Page 8 of 9 Reconvene in Regular Session and take any action necessary as a result of the Closed Session. The Town Council reconvened the Regular Session at 9:09 p.m. Councilmember Miller made a motion and Councilmember Hodges seconded the motion to appoint the following individuals to a Town Board or Commission: The motion was approved by a vote of 7-0. Page 15 Item 6. Page 9 of 9 Possibly direct Town staff to schedule topic(s) for discussion at a future meeting. 22. Discuss Development and Infrastructure Fees. (JW/HW) This item was not discussed. 23. Discuss Tailgate Party. (RB) Town Secretary/PIO Robyn Battle briefed the Council on plans for the tailgate parties for the remainder of the football season. The Council will hold a party on September 27, and will make a decision on the remainder of the season after that date. Mr. Jefferson updated the Town Council on the STEP Grant program. The Council provided direction to continue with the program. Council directed staff to request a traffic study on a section of US 380 to determine whether the appropriate speed limits are posted. Adjourn. The meeting was adjourned at 9:23 p.m. on Tuesday, September 10, 2019. These minutes approved on the 24th day of September 2019. APPROVED: Ray Smith, Mayor ATTEST: Robyn Battle, Town Secretary Page 16 Item 6. Prosper is a place where everyone matters. MONTHLY FINANCIAL REPORT as of July 31, 2019 Budgetary Basis Prepared by Finance Department September 24, 2019 Page 17 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT JULY 2019 Table of Contents Dashboard Charts 1 - 3 General Fund 4 Water-Sewer Fund 5 Debt Service Fund 6 Crime Control and Prevention Special Purpose District 7 Fire Control, Prevention, and Emergency Medical Services Special Purpose District 8 Vehicle and Equipment Replacement Fund 9 Storm Drainage Utility Fund 10 Park Dedication and Improvement Fund 11 TIRZ #1 - Blue Star 12 TIRZ #2 - Matthews Southwest 13 Water Impact Fees Fund 14 Wastewater Impact Fees Fund 15 Thoroughfare Impact Fees Fund 16 Special Revenue Fund 17 Capital Projects Fund-General 18 Capital Projects Fund-Water/Sewer 19 Detail All Funds 20 Page 18 Item 7. December sales tax was the first month Special Purpose Districts received the 0.50% sales tax that in previous years was reported in the General Fund. $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 Total Budget YTD Budget YTD Actual Building Permit Revenues 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 900,000 Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Town of Prosper, Texas Sales Tax Revenue by Month FY 14/15 FY15/16 FY 16/17 FY 17/18 FY 18/19 1 Page 19 Item 7. $33.477 $27.897 $26.124 $27.939 $23.282 $26.011 $- $5 $10 $15 $20 $25 $30 $35 $40 Total Budget YTD Budget YTD Actual In Millions General Fund Revenues and Expenditures Revenues Expenditures $20.754 $17.295 $15.116 $20.022 $16.685 $14.828 $- $5 $10 $15 $20 $25 Total Budget YTD Budget YTD Actual In Millions Water-Sewer Fund Revenues and Expenditures Revenues Expenditures 2 Page 20 Item 7. Prosper is a place where everyone matters. GENERAL FUND AT A GLANCE %% Year Passed Resources 83.33% Revenues 93.10% Other Resources-Beginning Fund Balance 100.00% Uses 83.33% Expenditures 78.04% Ending Fund Balance 100.00% Resources Over (Under) Uses UTILITY FUNDS AT A GLANCE %% Year Passed Resources 83.33% Revenues 74.42% Other Resources-Beginning Fund Balance 100.00% Uses 83.33% Expenditures 72.90% Ending Fund Balance 100.00% Resources Over (Under) Uses OTHER MAJOR IMPACT FEE FUNDS AT A GLANCE %% Year Passed Resources 83.33% Revenues 89.32% Other Resources-Beginning Fund Balance 100.00% Uses 83.33% Expenditures 50.91% Ending Fund Balance 100.00% Resources Over (Under) Uses $0 $7,583,098 $17,674,473 $8,998,520 $2,798,471 $2,798,471 $10,234,000 $9,141,146 $10,238,944 $10,238,944 $0 $423,551 Category Budget YTD Actual $21,010,686 $15,315,969 $7,427,434 $7,427,434 $20,606,853 $15,335,688 $7,831,267 $7,831,267 $0 Category Budget YTD Actual $2,601,263$2,601,263 $26,124,111$33,476,508 $5,425,021 Category Budget YTD Actual $27,938,507 $8,139,265 $26,011,131 $8,139,265 Town of Prosper Monthly Financial Report FY 2018/2019 Through the Month Ended July 2019 Unaudited -Intended for Management Purposes Only The following is a summary of the Town's financial results for operating funds. This information is summarized from financial statements for the monthly period that ended July 2019. 3 Page 21 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% GENERAL FUND Original Budget Amended Current Year Current Year Current Remaining Prior Year Change from Budget Adjustment Budget YTD Actuals Encumbrances Budget Balance YTD Percent Note YTD Actuals Prior Year REVENUES Property Taxes 14,361,960$ -$ 14,361,960$ 14,537,146$ -$ (175,186)$ 101%1 12,033,710$ 21% Sales Taxes 4,460,015 - 4,460,015 4,380,550 - 79,465 98%5,097,755 -14% Franchise Fees 1,425,650 - 1,425,650 1,120,348 - 305,302 79%2 1,192,063 -6% Building Permits 4,200,000 - 4,200,000 2,727,835 - 1,472,165 65%3 3,499,349 -22% Other Licenses, Fees & Permits 1,199,159 - 1,199,159 1,041,147 - 158,012 87%1,157,768 -10% Charges for Services 345,615 - 345,615 331,132 - 14,483 96%342,173 -3% Fines & Warrants 427,224 - 427,224 411,812 - 15,412 96%363,072 13% Intergovernmental Revenue (Grants)- 61,362 61,362 100,822 - (39,460) 164%5 43,888 Investment Income 212,194 - 212,194 268,249 - (56,055) 126%193,806 38% Transfers In 881,541 - 881,541 734,618 - 146,923 83%706,398 4% Miscellaneous 103,887 - 103,887 158,937 - (55,050) 153%5 156,262 2% Park Fees 259,900 - 259,900 198,535 - 61,365 76%2 151,154 31% Total Revenues 27,877,145$ 61,362$ 27,938,507$ 26,011,131$ -$ 1,927,376$ 93%24,937,399$ 4% EXPENDITURES Administration 6,122,012$ 1,131,293$ 7,253,305$ 6,442,489$ 198,726$ 612,090$ 92%4 4,886,397$ 32% Police 4,742,276 51,690 4,793,966 3,331,260 117,354 1,345,351 72%3,666,006 -9% Fire/EMS 7,675,378 242,457 7,917,835 6,728,100 12,735 1,177,000 85%4 5,073,408 33% Public Works 3,698,019 923,411 4,621,430 3,231,809 800,838 588,784 87%4 3,344,132 -3% Community Services 3,951,808 314,194 4,266,002 3,210,902 162,453 892,647 79%3,134,187 2% Development Services 3,028,688 69,524 3,098,212 2,239,093 14,700 844,420 73%1,901,750 18% Engineering 1,236,308 289,451 1,525,759 940,459 141,275 444,025 71%754,304 25% Total Expenses 30,454,489$ 3,022,019$ 33,476,508$ 26,124,111$ 1,448,081$ 5,904,316$ 82%22,760,184$ 15% REVENUE OVER (UNDER) EXPENDITURES (2,577,344)$ (2,960,658)$ (5,538,002)$ (112,981)$ 6 2,177,214$ Beginning Fund Balance October 1-Unassigned/Unrestricted 8,139,265$ 8,139,265$ 11,852,142$ Ending Fund Balance 2,601,263$ 8,026,284$ 14,029,356$ Notes 1 2 Franchise fees and other various license and fees are paid quarterly or annually. Finance is seeing a reduction in Construction fees collected. Revenue is not tracking as strong as projected. Park fees are seasonal and the Town should see an uptick as the season changes. Parks is estimating program fee revenue to come in lower than budget. 3 Buillding permits issued through July compared to this time last year is down by 22% which is reflected in collected revenue reported. Finance will continue to monitor. 4 Public Works reflect one-time capital expenses associated with Street Maintenance program. For example: Fire encumbering for the ladder truck and Administration encumbering for audit and lobbyist services. 5 Grant revenue: PD STEP grant YTD $9,493.47; Fire EMPG grant YTD $27,391.33; Collin County Library Grant $2,575.50. California FF grant funds of $61,361.56 posted in July. Town has received Insurance Proceeds for various TML claims that the Town has incurred. 6 Adopted Budget and Budget Amendments for One-Time Expenses reflects a reduction in Fund Balance Budget of $5.5M. Public Safety Facility FFE $1,150,000 Public Safety Facility delta $1,131,293 Ladder Truck $1,650,000 Streets - ROW/Improvements $813,000 Park CIP Projects $158,194 PO Roll Forward $253,125 Fire Modular Building $104,603 Fire Railroad Monitoring $30,000 Fire CAD Service Agreement $46,492 Park Downtown Monument Signage Design Svcs $16,000 Downtown Live Event $140,000 Engineering Restructuring/Personnel $267,951 SubTotal $5,760,658 Property taxes are billed in October and the majority of collections occur December through February. November 30, the Town received a large current property tax deposit. Departments encumber funds for contracts that usually reflect the entire budget. Administration reflects one-time capital expenses for Police Facility FFE and enhanced constrution costs 4 Page 22 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% WATER-SEWER FUND Original Budget Amended Current Year Current Year Current Remaining Prior Year Change from Budget Adjustment Budget YTD Actual Encumbrances Budget Balance YTD Percent Note YTD Actual Prior Year REVENUES Water Charges for Services 11,780,047$ -$ 11,780,047$ 7,603,005$ -$ 4,177,042$ 65%1 8,126,499$ -6% Sewer Charges for Services 6,271,457 - 6,271,457 5,483,891 - 787,566 87%4,281,803 28% Sanitation Charges for Services 1,377,830 - 1,377,830 980,509 - 397,321 71%1 920,192 7% Licenses, Fees & Permits 42,052 - 42,052 136,587 - (94,535) 325%3 100,063 37% Water Penalties 1,850 - 1,850 1,275 - 575 69%1 1,300 -2% Utility Billing Penalties 99,225 - 99,225 112,200 - (12,975) 113%87,012 29% Investment Income 98,752 - 98,752 133,515 - (34,763) 135%98,632 35% Other 350,892 - 350,892 376,698 - (25,806) 107%3 755,333 -50% Total Revenues 20,022,105$ -$ 20,022,105$ 14,827,680$ -$ 5,194,425$ 74%14,370,834$ 3% EXPENDITURES Administration 2,121,521$ 143,274$ 2,264,795$ 1,857,752$ -$ 407,043$ 82%1,405,463$ 32% Debt Service 3,493,726 - 3,493,726 1,822,956 1,724,741 (53,971) 102%2 1,398,536 Water Purchases 5,349,510 (25,000) 5,324,510 4,238,638 - 1,085,872$ 80%3,500,893 21% Public Works 9,586,605 84,250 9,670,855 7,196,330 88,979 2,385,546 75%6,112,166 18% Total Expenses 20,551,362$ 202,524$ 20,753,886$ 15,115,675$ 1,813,720$ 3,824,491$ 82%12,417,059$ 22% REVENUE OVER (UNDER) EXPENDITURES (529,257)$ (202,524)$ (731,781)$ (287,995)$ 1,953,776$ Beginning Working Capital October 1 7,869,816 7,869,816 9,110,072 Ending Working Capital 7,138,035$ 7,581,821$ 11,063,848$ Notes 1 Rate increases are reflected. Revenue history has shown the average cumulative through July is 70.8%. See new stats being tracked on rainfall below. April, May & June had significant amount of rainfall. Nov 15 through Feb 15 is wastewater averaging months. This is also why we are seeing less water revenue billed to date due to customers watching water usage that affects wastewater charge for the next year. 2 For example: Debt service payments have been encumbered for the year. Debt service payments are paid in February and August. 3 Licenses, Fees & Permits has exceeded budget due the 3% convenience fee charged for the use of merchant credit cards. The Town is charged the fee therfore reflected as a pass-thru fee. Jul-19 Jul-18 Growth % Average Monthly Average Cumulative WATER SEWER WATER SEWER Change # of Accts Residential 8,294 7,615 7,519 6,846 10.75%October 9.9%9.9% # of Accts Commercial 344 258 305 229 12.73%November 7.5%17.4% Consumption-Residential 122,653,820 51,088,665 179,752,810 49,822,983 -24.32%December 5.2%22.6% Consumption-Commercial 11,668,330 5,827,140 13,390,490 5,487,710 -7.32%January 4.4%27.0% Average Residential Water Consumption 14,788 23,906 -38.14%February 4.4%31.4% Billed ($) Residential $826,020.95 $1,162,454.77 March 4.5%35.9% Billed ($) Commercial $102,683.57 $107,162.06 April 6.5%42.4% Total Billed ($) $928,704.52 $511,969.80 $1,269,616.83 $416,909.81 -14.58%May 7.2%49.6% June 8.6%58.2% July 12.6%70.8% Sep-18 12.69 Sep-17 0.47 August 15.4%86.3% Oct-18 15.66 Oct-17 2.12 September 13.7%100.0% Nov-18 0.86 Nov-17 0.81 Dec-18 4.55 Dec-17 4.56 Jan-19 1.58 Jan-18 0.85 Feb-19 1.29 Feb-18 11.31 Mar-19 2.01 Mar-18 2.90 Apr-19 6.75 Apr-18 0.77 May-19 8.15 May-18 1.87 Jun-19 4.13 Jun-18 1.27 Jul-19 0.78 Jul-18 0.25 2nd year rate change will be reflected in November, 2018 billing Other exceeds budgeted revenue due to PW's work order charges. Budget of $120K and we have billed $184,724 to date. Average rainfall for June is 3.85 Departments encumber funds for contracts that usually reflect the entire budget. That is why we see budgets exceed 83.33% to date for encumbrances. Rainfall 5 Page 23 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% DEBT SERVICE FUND Original Budget Amended Current Year Current Year Current Remaining Prior Year Change from Budget Adjustment Budget YTD Actual Encumbrances Budget Balance YTD Percent Note YTD Actual Prior Year REVENUES Property Taxes-Delinquent 168,392$ -$ 168,392$ 78,061$ -$ 90,331$ 46%1 21,052$ 271% Property Taxes-Current 5,725,328 - 5,725,328 5,928,597 - (203,269) 104%1 5,014,145 18% Taxes-Penalties 65,000 - 65,000 32,077 - 32,923 49%1 16,813 91% Interest Income 40,000 - 40,000 78,531 - (38,531) 196%49,735 58% Total Revenues 5,998,720$ -$ 5,998,720$ 6,117,266$ -$ (118,546)$ 102%5,101,744$ 20% EXPENDITURES Professional Services 8,400$ -$ 8,400$ 3,571$ -$ 4,829$ 8,280$ 2008 CO Bond Payment - - - - - - 558,000 2010 Tax Note Payment - - - - - - - 2011 Refunding Bond Payment - - - - - - 117,000 2012 GO Bond Payment 185,000 - 185,000 185,000 - - 100%2 - 2012 0O Bond Payment 58,650 - 58,650 58,650 - - 100%2 2013 GO Refunding Bond 160,000 - 160,000 - 160,000 - 100%2 - Bond Administrative Fees 9,600 - 9,600 10,642 - (1,042) 111%3 14,640 -27% 2014 GO Bond Payment 265,000 - 265,000 - 265,000 - 100%2 - 2015 GO Bond Payment 175,000 - 175,000 175,000 - - 100%2 170,000 2015 CO Bond Payment 60,000 - 60,000 60,000 - - 100%2 60,000 2016 GO Debt Payment 946,800 - 946,800 946,800 - - 100%2 374,100 2016 CO Debt Payment 90,000 - 90,000 90,000 - - 100%2 115,000 2017 CO Debt Payment 355,000 - 355,000 355,000 - - 100%2 575,000 2017 GO Debt Payment 35,000 - 35,000 35,000 - - 100%2 - 2018 GO Debt Payment 115,000 - 115,000 115,000 - - 100%2 - 2018 CO Debt Payment 895,000 - 895,000 895,000 - - 100%2 - Bond Interest Expense 2,839,989 - 2,839,989 1,413,704 1,426,285 - 100%2 1,113,809 Total Expenditures 6,198,439$ -$ 6,198,439$ 4,343,367$ 1,851,285$ 3,787$ 100%3,097,549$ REVENUE OVER (UNDER) EXPENDITURES (199,719)$ -$ (199,719)$ 1,773,898$ 2,004,195$ Beginning Fund Balance October 1 2,558,230 2,558,230 2,147,248 Ending Fund Balance Current Month 2,358,511$ 4,332,128$ 4,151,443$ Notes 1 2 3 Payment to Texas Attorney General filing fee on the issuance of the 2019 CO Bonds - Chapter 1202 Texas Government Code Property taxes are billed in October and the majority of collections occur December through February. On November 30, the Town recorded a large current property tax payment. The Town has encumbered or paid the annual debt service payments that are paid in February and August. 6 Page 24 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% CRIME CONTROL AND PREVENTION SPECIAL PURPOSE DISTRICT Original Budget Amended Current Year Current Year Current Remaining Prior Year Change from Budget Adjustment Budget YTD Actual Encumbrances Budget Balance YTD Percent Note YTD Actual Prior Year REVENUES Sales Tax - Town 1,227,504$ -$ 1,227,504$ 809,066$ -$ 418,438$ 66%1 -$ Interest Income 5,000 - 5,000 - - 5,000$ 0%1 - Other - - - - - - - Total Revenue 1,232,504$ -$ 1,232,504$ 809,066$ -$ 423,438$ 66%-$ EXPENDITURES Personnel 1,149,504$ -$ 1,149,504$ 964,292$ -$ 185,212$ 84%2 -$ Other 83,000 - 83,000 48,665 - 34,335 59%2 - Total Expenditures 1,232,504$ -$ 1,232,504$ 1,012,958$ -$ 219,546$ 82%-$ REVENUE OVER (UNDER) EXPENDITURES -$ -$ -$ (203,892)$ -$ Beginning Fund Balance October 1 - - - Ending Fund Balance Current Month -$ (203,892)$ -$ Notes 1 First sales tax receipt was received in December. This fund will report 12 month of sales tax collections with the year end accrual for sales tax receipts received in October and November for August and September sales. Due to expenditures starting October 1 for salaries and sales tax receipts did not start until December, the fund reflects a negative balance. Therefore, no interest earnings are reflected until the fund shows a positive balance. 2 Finance will monitor expenditures as it relates to funds available. Personnel is high due to overtime expenses associated with the 12 sworn officers paid out of this district. 7 Page 25 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% FIRE CONTROL, PREVENTION, AND EMERGENCY MEDICAL SERVICES SEPCIAL PURPOSE DISTRICT Original Budget Amended Current Year Current Year Current Remaining Prior Year Change from Budget Adjustment Budget YTD Actual Encumbrances Budget Balance YTD Percent Note YTD Actual Prior Year REVENUES Sales Tax - Town 1,227,504$ -$ 1,227,504$ 808,850$ -$ 418,654$ 66%1 -$ Interest Income 5,000 - 5,000 - - 5,000$ 0%1 - Other - - - - - - - Total Revenue 1,232,504$ -$ 1,232,504$ 808,850$ -$ 423,654$ 66%-$ EXPENDITURES Personnel 1,160,004$ -$ 1,160,004$ 1,066,162$ 11,000$ 82,842$ 93%2 -$ Other 72,500 - 72,500 47,542 - 24,958 66%2 - Total Expenditures 1,232,504$ -$ 1,232,504$ 1,113,704$ 11,000$ 107,800$ 91%-$ REVENUE OVER (UNDER) EXPENDITURES -$ -$ -$ (304,855)$ -$ Beginning Fund Balance October 1 - - - Ending Fund Balance Current Month -$ (304,855)$ -$ Notes 1 First sales tax receipt was received in December. This fund will report 12 month of sales tax collections with the year end accrual for sales tax receipts received in October and November for August and September sales. Due to expenditures starting October 1 for salaries and sales tax receipts did not start until December, the fund reflects a negative balance. Therefore, no interest earnings are reflected until the fund shows a positive balance. 2 Finance will monitor expenditures as it relates to funds available. Personnel is high due to overtime expenses associated with the 12 firefighters paid out of this district. 8 Page 26 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% VEHICLE AND EQUIPMENT REPLACEMENT FUND Original Budget Amended Current Year Current Year Current Remaining Prior Year Change from Budget Adjustment Budget YTD Actual Encumbrances Budget Balance YTD Percent Note YTD Actual Prior Year REVENUES Charges for Services -$ -$ -$ -$ -$ -$ -$ Other Reimbursements 20,000 - 20,000 121,480 - (101,480) 607%1 - Interest Income 25,000 - 25,000 47,347 - (22,347) 189%24,489 Transfers In 1,597,961 - 1,597,961 1,359,710 - 238,251 85%3 899,042 Total Revenue 1,642,961$ -$ 1,642,961$ 1,528,538$ -$ 114,423$ 93%923,531$ 66% EXPENDITURES Vehicle Replacement 532,339$ 740,325$ 1,272,664$ 877,492$ 472,373$ (77,200)$ 106%2 265,425$ Equipment Replacement 277,336 - 277,336 292,910 - (15,574) 106%2 61,360 Technology Replacement 85,870 - 85,870 64,726 - 21,144 75%2 2,555 Total Expenditures 895,545$ 740,325$ 1,635,870$ 1,235,128$ 472,373$ (71,630)$ 104%329,340$ REVENUE OVER (UNDER) EXPENDITURES 747,416$ (740,325)$ 7,091$ 293,410$ 594,191$ Beginning Fund Balance October 1 2,337,780 2,337,780 1,710,537 Ending Fund Balance Current Month 2,344,871$ 2,631,190$ 2,304,728$ Notes 1 Auction revenues and insurance reimbursements are placed in the Other Reimbursements account as they occur. The revenue reflected is for last year's auction proceeds. Auction proceeds reported this year is due to when the auction took place and when funds were received. 2 3 Funds have been expended or encumbered for this year's replacement vehicles, equipment, and technology. Transfers In exceed YTD of budget due to insurance proceeds that should have been posted to VERF. This is reflected in April as additional transfer in. 9 Page 27 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% STORM DRAINAGE UTILITY FUND Original Budget Amended Current Year Current Year Current Remaining Prior Year Change from Budget Adjustment Budget YTD Actual Encumbrances Budget Balance YTD Percent Note YTD Actual Prior Year REVENUES 45-4001-10-00 Storm Drainage Utility Fee 577,248$ -$ 577,248$ 504,889$ -$ 72,359$ 87%428,471$ 18% 45-4610-10-00 Interest Income 7,500 - 7,500 3,119 - 4,381 42%1 1,684 85% Other Revenue - - - - - - - Total Revenue 584,748$ -$ 584,748$ 508,008$ -$ 76,740$ 87%430,155$ 18% EXPENDITURES Personnel Services 162,360$ -$ 162,360$ 132,925$ -$ 29,435$ 82%86,981$ 53% Debt Service - - - - - - 0%2 192,643 45-7147-10-00 Operating Expenditures 20,700 - 20,700 5,919 - 14,781 29%13,560 -56% Transfers Out 73,740 - 73,740 61,450 - 12,290 83%68,727 -11% Total Expenses 256,800$ -$ 256,800$ 200,294$ -$ 56,506$ 78%361,911$ -45% REVENUE OVER (UNDER) EXPENDITURES 327,948$ -$ 327,948$ 307,714$ 68,243$ Beginning Working Capital October 1 (38,549) (38,549) (79,275) Ending Working Capital Current Month 289,399$ 269,165$ (11,032)$ Note 1 2 Stormwater's debt service is being absorbed in the Debt Service Fund to help assist the negative fund balance. This is a one year assistance. Due to low fund balance, this impacts Stormwater Drainage's claim on cash and share of earned interest revenue. 10 Page 28 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% PARK DEDICATION AND IMPROVEMENT FUNDS Original Budget Amended Current Year Current Year Current Remaining Prior Year Change from Budget Adjustment Budget YTD Actual Encumbrances Budget Balance YTD Percent Note YTD Actual Prior Year REVENUES 60-4045-60-00 Park Dedication-Fees 600,000$ -$ 600,000$ 375,146$ -$ 224,854$ 63%2 223,433$ 60-4055-60-00 Park Improvements 250,000 - 250,000 113,784 - 136,216 46%2 69,200 Contributions/Grants - - - - - - - 60-4615-60-00 Interest-Park Dedication 10,000 - 10,000 16,775 - (6,775) 168%23,485 -29% 60-4620-60-00 Interest-Park Improvements 8,000 - 8,000 19,752 - (11,752) 247%14,933 32% Total Revenue 868,000$ -$ 868,000$ 525,458$ -$ 342,542$ 61%331,052$ 59% EXPENDITURES 60-5290-60-00 Miscellaneous Expense -$ -$ -$ -$ -$ -$ -$ Professional Services-Park Ded - - - - - - - 60-5411-60-00 Professional Services-Park Imp 246,500 160,990 407,490 - - 407,490 0%- Developer Reimbursement-Park Imp - - - - - - - 60-6001-60-00 Capital Exp-Park Imp 474,500 57,990 532,490 19,315 127,175 386,000 28%1 870,693 60-6002-60-00 Capital Exp-Park Ded - - - - - - 455,113 Transfers Out - - - - - - - Total Expenses 721,000$ 218,980$ 939,980$ 19,315$ 127,175$ 793,490$ 16%1,325,806$ REVENUE OVER (UNDER) EXPENDITURES 147,000$ (218,980)$ (71,980)$ 506,143$ (994,754)$ Beginning Fund Balance October 1 1,857,785 1,857,785 3,683,495 Ending Fund Balance Current Month 1,785,805$ 2,363,928$ 2,688,741$ Notes 1 Encumbrance for contract at Cockrell Park Trail Connection and Hays Park. 2 Parks is working with developers to provide the Park Improvements/Development vs the Town collecting the Fees. 11 Page 29 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% TIRZ #1 - BLUE STAR Original Budget Amended Current Year Current Remaining Prior Year Change from Budget Adjustment Budget YTD Actual Budget Balance YTD Percent Note YTD Actual Prior Year REVENUES Impact Fee Revenue: Water Impact Fees 125,000$ -$ 125,000$ 19,868$ 105,132$ 16%11,462$ Wastewater Impact Fees 75,000 - 75,000 11,852 63,148$ 16%5,644 East Thoroughfare Impact Fees 300,000 - 300,000 92,173 207,827$ 31%191,590 Property Taxes - Town (Current)290,232 - 290,232 340,626 (50,394)$ 117%132,016 Property Taxes - Town (Rollback)- - - - -$ - Property Taxes - County (Current)83,081 - 83,081 73,604 9,477$ 89%34,862 Sales Taxes - Town 450,000 - 450,000 374,401 75,599$ 83%121,512 Sales Taxes - EDC 390,000 - 390,000 313,560 76,440$ 80%101,766 Investment Income 5,000 - 5,000 8,451 (3,451)$ 169%4,516 Transfer In - - - 1,449 (1,449)$ 1 Total Revenue 1,718,313$ -$ 1,718,313$ 1,235,983$ 482,330$ 72%394,673$ EXPENDITURES Professional Services -$ -$ -$ 74$ -$ -$ Developer Rebate 1,718,313 - 1,718,313 1,178,853 539,460 69%- Transfers Out - - - - - Total Expenses 1,718,313$ -$ 1,718,313$ 1,178,927$ 539,460$ 69%-$ REVENUE OVER (UNDER) EXPENDITURES -$ 57,056$ 394,673$ Beginning Fund Balance October 1 213,282 213,282 187,499 Ending Fund Balance Current Month 213,282$ 270,338$ 582,172$ Note 1 Sales Tax audit confirmed correcting sales tax reported in the prior year to the GF and EDC that should be TIRZ # 1 revenue. Transfer In reflects this amount. 12 Page 30 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% TIRZ #2 - MATTHEWS SOUTHWEST Original Budget Amended Current Year Prior Year Change from Budget Adjustment Budget YTD Actual YTD Percent Note YTD Actual Prior Year REVENUES Impact Fee Revenue: West Thoroughfare Impact Fees 325,500$ -$ 325,500$ -$ 0%-$ 0% Property Taxes - Town (Current)15,053 - 15,053 15,053 100%- 0% Property Taxes - Town (Rollback)- - - - 0%- 0% Property Taxes - County (Current)4,308 - 4,308 3,738 87%- 0% Sales Taxes - Town 150 - 150 12 8%(14) 0% Sales Taxes - EDC 150 - 150 12 8%(14) 0% Investment Income 1,000 - 1,000 487 49%304 60% Total Revenue 346,161$ -$ 346,161$ 19,301$ 6%275$ 6912% EXPENDITURES Professional Services -$ -$ -$ -$ -$ 0% Developer Rebate 346,161 - 346,161 19,959 6%- 0% Transfers Out - - - - - 0% Total Expenditures 346,161$ -$ 346,161$ 19,959$ 6%-$ 0% REVENUE OVER (UNDER) EXPENDITURES -$ (658)$ 275$ Beginning Fund Balance October 1 25,922 25,922 25,477 Ending Fund Balance Current Month 25,922$ 25,264$ 25,752$ 13 Page 31 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% WATER IMPACT FEES FUND Current Year Current Year Current Year Project Project Original Budget Amended Current Year Current Year Current Remaining Prior Years Budget STATUS OF Budget Budget Adjustment Budget Actual Encumbrances Budget Balance Expenditure Balance PROJECT REVENUES Impact Fees Water 3,584,000$ -$ 3,584,000$ 2,727,871$ Interest - Water 40,000 - 40,000 43,795 Total Revenues 3,624,000$ -$ 3,624,000$ 2,771,666$ EXPENDITURES Developer Reimbursements TVG Westside Utility Developer Reimb 975,000$ 975,000$ -$ 975,000$ 691,016$ -$ 283,984$ 283,984$ Parks at Legacy Developer Reimb 25,000 25,000 - 25,000 - - 25,000 25,000 Prosper Partners Developer Reimb 129,750 129,750 - 129,750 303,155 - (173,405) (173,405) Prosper Lakes Developer Reimb 97,500 97,500 - 97,500 7,800 - 89,700 89,700 Star Trail Developer Reimb 292,500 292,500 - 292,500 413,400 - (120,900) (120,900) TVG Windsong Developer Reimb 100,000 100,000 - 100,000 163,800 - (63,800) (63,800) Total Developer Reimbursements 1,619,750$ 1,619,750$ -$ 1,619,750$ 1,579,171$ -$ 40,579$ -$ 40,579$ Capital Expenditures Fishtrap Elevated Storage 3,468,700 2,525,348 446,805 2,972,153 2,862,459 87,032 22,662 522,129 (2,920) Construction 10% complete Water Supply Line Phase 1 and Easement Costs 1,004,850 1,414,154 (234,304) 1,179,850 123,283 172,622 883,944 652,949 55,995 Construction complete Custer Road Pump Station Expansion 788,450 272,950 237,333 510,283 595,278 3,785 (88,780) 163,167 26,220 Construction 100% complete LLP Phase 2 Pipeline Easement Costs 1,000,000 1,487,150 (1,487,150) - - - - - 1,000,000 moved project out to FY 2021 LLP Phase Pump Station, GST, and Water Line 150,000 - 150,000 150,000 150,000 - - - - funds transferred to CIP fund First St (DNT-Coleman)25,000 25,000 - 25,000 25,000 - - - - funds transferred to CIP Fund in June 2019 Total Projects 6,437,000$ 5,724,602$ (887,316)$ 4,837,286$ 3,756,021$ 263,439$ 817,826$ 1,338,245$ 1,079,295$ Total Expenditures 8,056,750$ 7,344,352$ (887,316)$ 6,457,036$ 5,335,191$ 263,439$ 858,406$ 1,338,245$ 1,119,874$ REVENUE OVER (UNDER) EXPENDITURES (2,833,036)$ (2,563,526)$ Beginning Fund Balance October 1 4,074,701 4,074,701 Ending Fund Balance Current Month 1,241,665$ 1,511,175$ 14 Page 32 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% WASTEWATER IMPACT FEES FUND Current Year Current Year Current Year Project Project Original Budget Amended Current Year Current Year Current Remaining Prior Years Budget STATUS OF Budget Budget Adjustment Budget Actual Encumbrances Budget Balance Expenditure Balance PROJECT REVENUES Impact Fees Wastewater 600,000$ -$ 600,000$ 798,865$ Interest - Wastewater 12,000 - 12,000 29,647 Upper Trinity Equity Fee 200,000 - 200,000 205,000 Total Revenues 812,000$ -$ 812,000$ 1,033,512$ EXPENDITURES Developer Reimbursements LaCima Developer Reimb 10,000$ 10,000$ -$ 10,000$ 71,457$ -$ (61,457)$ -$ (61,457)$ TVG Westside Utility Developer Reimb 170,750 170,750 - 170,750 166,695 - 4,055 - 4,055 Prosper Partners Utility Developer Reimb 40,000 40,000 - 40,000 80,869 - (40,869) - (40,869) Frontier Estates Developer Reimb 51,225 51,225 - 51,225 8,538 - 42,688 - 42,688 Brookhollow Developer Reimb 5,000 5,000 - 5,000 - 5,000 - 5,000 TVG Windsong Developer Reimb 68,300 68,300 - 68,300 153,034 - (84,734) - (84,734) Star Trail Developer Reimb - - - - 72,398 - (72,398) - (72,398) All Storage Developer Reimb 15,000 15,000 - 15,000 - - 15,000 - 15,000 Lagacy Garden Developer Reimb 100,000 100,000 - 100,000 - - 100,000 - 100,000 Total Developer Reimbursements 460,275$ 460,275$ -$ 460,275$ 552,991$ -$ (92,716)$ -$ (92,716)$ Capital Expenditures - - - - - - - - - Total Projects -$ -$ -$ -$ -$ -$ -$ -$ -$ Total Expenditures 460,275$ 460,275$ -$ 460,275$ 552,991$ -$ (92,716)$ -$ (92,716)$ REVENUE OVER (UNDER) EXPENDITURES 351,725$ 480,521$ Beginning Fund Balance October 1 1,256,837 1,256,837 Ending Fund Balance Current Month 1,608,562$ 1,737,358$ 15 Page 33 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% THOROUGHFARE IMPACT FEES FUND Current Year Current Year Current Year Project Project Original Budget Amended Current Year Current Year Current Remaining Prior Years Budget STATUS OF Budget Budget Adjustment Budget Actual Encumbrances Budget Balance Expenditure Balance PROJECT REVENUES East Thoroughfare Impact Fees 2,825,000$ -$ 2,825,000$ 1,099,035$ West Thoroughfare Impact Fees 2,035,000 - 2,035,000 3,633,196 Interest-East Thoroughfare Impact Fees 50,000 - 50,000 24,717 Interest-West Thoroughfare Impact Fees 20,000 - 20,000 53,561 Total Revenues 4,930,000$ -$ 4,930,000$ 4,810,510$ EXPENDITURES East Developer Agreeement - PISD 350,000 350,000 - 350,000 462,510 - (112,510) - (112,510) Prosper Trail (Kroger - Coit)3,282,000 2,982,000 - 2,982,000 - - 2,982,000 305,000 2,977,000 Construction 60% complete Prosper Trail (Coit - Custer)810,000 200,000 207,209 407,209 167,212 39,997 200,000 402,791 200,000 Design 70% complete-field survey 100% complete Coit Road (First - Frontier)1,289,900 600,000 689,900 1,289,900 250,545 506,027 533,328 533,328 - Design 60% complete First St. DNT-Coleman-EAST 585,000 96,000 - 96,000 (536) - 96,536 488,667 96,869 Design 70% complete FM2478 ROW (US380-FM1461)149,000 69,000 - 69,000 68,832 - 168 80,000 168 Agreement with TxDOT, TxDOT has acquired 94% of ROW, Design complete Traffic Signal - Coit Rd & First Street 250,000 250,000 - 250,000 250,000 - - - - Bid awarded August 13, 2019 Total East 6,715,900$ 4,547,000$ 897,109$ 5,444,109$ 1,198,563$ 546,025$ 3,699,522$ 1,809,786$ 3,161,527$ West TVG Developer Reimb 543,384 543,384 - 543,384 - - 543,384 - 543,384 Parks at Legacy Developer Reimb 250,000 250,000 - 250,000 219,893 - 30,107 - 30,107 Star Trail Developer Reimb 400,000 400,000 - 400,000 395,062 - 4,938 - 4,938 Legacy Garden Developer Reimb 250,000 250,000 - 250,000 - - 250,000 - 250,000 1,525,000 1,250,000 178,588 1,428,588 103,705 1,205,923 118,960 74,667 140,705 Design 65% complete First St. DNT-Coleman-EAST 465,672 42,000 - 42,000 5,000 - 37,000 340,600$ 120,072 Design 70% complete First (DNT Intersection Improvements)1,250,000 1,250,000 - 1,250,000 1,093,800 - 156,200 - 156,200 Construction 20% complete Prosper Trail (DNT Intersection Improvements)75,000 75,000 - 75,000 75,000 - - - - Funds transferred to CIP Fund Total West 4,759,056$ 4,060,384$ 178,588$ 4,238,972$ 1,892,460$ 1,205,923$ 1,140,589$ 415,267$ 1,245,406$ Total Expenditures 11,474,956$ 8,607,384$ 1,075,697$ 9,683,081$ 3,091,023$ 1,751,948$ 4,840,110$ 2,225,053$ 4,406,932$ REVENUE OVER (UNDER) EXPENDITURES (4,753,081)$ 1,719,487$ Beginning Fund Balance October 1 2,915,521 2,915,521 Ending Fund Balance Current Month (1,837,560)$ 4,635,008$ E-W Collector Cook Lane (First - End) 16 Page 34 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 Expected Year to Date Percent 83.33% SPECIAL REVENUE FUNDS Original Budget Amended Current Year Current Year Current Remaining Prior Year Change from Budget Adjustment Budget YTD Actual Encumbrances Budget Balance YTD Percent Note YTD Obligated Prior Year Police Donation Revenue 15,000$ -$ 15,000$ 13,888$ -$ 1,112$ 93%14,871$ -7% Police Grant - - - - - - - Fire Donation Revenue 14,000 25,310 39,310 16,053 - 23,257 41%1 12,111 33% Child Safety Revenue 5,000 - 5,000 6,607 - (1,607) 132%6,333 4% Court Security Revenue 7,700 - 7,700 7,593 - 107 99%6,726 13% Court Technology Revenue 10,395 - 10,395 10,124 - 271 97%8,968 13% LEOSE Revenue 4,000 - 4,000 2,739 - 1,261 2,718 Library Grant - - - - - - - Interest Income 2,765 - 2,765 6,092 - (3,327) 220%4,598 32% Tree Mitigation Revenue - - - - - - 27,475 -100% Cash Seizure/Forfeiture - - - 2,966 - (2,966) - Donations - ITTCC - - - - - - - Transfer In - - - - - - - Total Revenue 58,860$ 25,310$ 84,170$ 66,063$ -$ 18,107$ 78%83,799$ -21% EXPENDITURES LEOSE Expenditure -$ -$ -$ 150$ -$ (150)$ -$ Court Technology Expense 5,665 - 5,665 12,447 - (6,782) 220%2 - Court Security Expense 12,996 - 12,996 7,056 - 5,940 54%- Police Donation Expense 20,000 (11,884) 8,116 1,095 - 7,021 13%11,414 Fire Donation Expense 5,000 25,310 30,310 24,148 58 6,104 80%1 31,323 Child Safety Expense 5,000 - 5,000 3,781 - 1,219 76%2,124 Tree Mitigation Expense 6,339 - 6,339 - - 6,339 0%- Library Grant Expense - - - - - - - Police Seizure Expense 5,000 11,884 16,884 9,020 8,817 (953) 106%3 3,400 Total Expenses 60,000$ 25,310$ 85,310$ 57,698$ 8,875$ 18,738$ 68%48,261$ REVENUE OVER (UNDER) EXPENDITURES (1,140)$ -$ (1,140)$ 8,365$ 35,539$ Beginning Fund Balance October 1 1,755,882$ 1,755,882$ 1,681,040$ Ending Fund Balance Current Month 1,754,742$ 1,764,247$ 1,716,579$ Note 1 Budget Amendment requesting safety vests, pediatric video adapter, Lucas CPRF device, dell rugged computer has been encumbered or spent as of May, 2019. 2 Court Technolocy Special Revenue Fund utilizies fund balanace for the purchase of vehicle ticket writers that are out of warranty and purchase of a computer for the Judge. 3 Purchase of evidence licenses (2 years) and storage Sound equipment refund. 17 Page 35 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 CAPITAL PROJECTS FUND-GENERAL Current Year Current Year Current Year Project Project Original Budget Amended Current Year Current Year Current Remaining Prior Years Budget STATUS OF Budget Budget Adjustment Budget Actual Encumbrances Budget Balance Expenditure Balance PROJECT REVENUES Grants -$ -$ -$ -$ Contributions/Interlocal Revenue 1,000,000 - 1,000,000 2,834,750 Bond Proceeds - 18,085,000 18,085,000 18,153,680 Interest - - - 217,316 Interest-2004 Bond - - Interest-2006 Bond - 1,518 Interest-2008 Bond - - Interest-2012 GO Bond - 282 Interest-2015 Bond - 32,201 Interest-2016 Bond - 71 Interest-2017 Bond 4,024 Transfers In-General Fund - 6,399,587 6,399,587 6,805,213 Transfers In-Impact Fee Funds - 325,000 325,000 355,000 Transfers In-Bond Funds - - - 5,312,640 Total Revenues 1,000,000$ 24,484,587$ 25,809,587$ 33,716,695$ EXPENDITURES Frontier Parkway (BNSF Overpass)2,180,000 1,230,996 - 1,230,996 - - 1,230,996 - 2,180,000 E Thoro Fund paid 3,650,000 for interlocal payment. Collin County Project-construction Winter 2020-2021 Downtown Enhancements 2,566,275 - 1,620,487 1,620,487 1,620,094 325,515 (325,122) 776,276 (155,610) Construction 95% complete. Council approved change order 8/13/2019. West Prosper Roads 15,881,000 3,100,000 4,468,603 7,568,603 4,043,990 93,709 3,430,904 8,069,266 3,674,035 Phase 1-Construction complete - - Phase 2-design complete; construction 65% complete Phase 3-design 90% complete; construction start date: Fall 2019 Prosper Trail (Kroger to Coit)4,762,308 - 3,827,689 3,827,689 1,861,166 1,970,911 (4,388) 906,515 23,716 Construction 60% complete First Street (DNT to Coleman)2,439,915 7,408 1,819,785 1,827,193 245,761 120,111 1,461,321 861,807 1,212,236 Design 70% complete Old Town Streets 2015 (Broadway,Fifth, McKinley)1,000,000 - 766,411 766,411 718,216 48,195 - 214,758 18,831 Construction 99% complete Eighth Street (Church-PISD)260,000 - 202,736 202,736 196,977 5,759 (0) 43,782 13,483 Construction 50% complete Field Street (First-Broadway)140,060 - 132,242 132,242 130,694 1,547 0 7,819 0 Project complete Town Hall Infrastructure Improvements 1,288,584 - - - 2,013 161 (2,174) 1,068,290 218,120 Project complete Windsong Ranch, Phase 2 & Phase 3 1,630,000 - 722,745 722,745 643,298 - 79,447 907,255 79,448 Phase 3 construction complete Fifth Street (Coleman - Church)260,856 - 20,166 20,166 17,655 2,512 - 240,690 0 Project complete Third Street (Main - Coleman)76,363 - 40,339 40,339 34,625 5,714 - 36,024 - Project complete First Street (DNT Intersection Improvements)1,387,000 - 110,585 110,585 33,639 - 76,946 26,415 1,326,946 Construction 20% complete Victory Way (Coleman-Frontier)2,500,000 2,250,000 247,600 2,497,600 137,457 110,143 2,250,000 - 2,252,400 Design 90% complete, construction start: Fall 2019 Fishtrap (Teel Intersection Improvements)150,000 - 150,000 150,000 35,098 13,175 101,727 5,027 96,700 Design 95% complete; construction start: Fall 2019 Coleman Street (Gorgeous-Prosper Trail)375,000 - 375,000 375,000 42,504 307,839 24,657 - 24,657 Construction complete Prosper Trail/DNT Intersection Improvements 88,000 - 88,000 88,000 74,765 13,235 - - 0 Fishtrap Section 1 & 4 778,900 - 778,900 778,900 22,576 327,200 429,124 - 429,124 Design 30% complete Acacia Parkway 1,022,782 - 242,739 242,739 110,913 - 131,825 780,043 131,825 FM2478 (US380-FM1461)388,000 - 174,205 174,205 - - 174,205 207,914 180,086 TxDOT acquired 94% of the ROW; construction start: Summer 2020 Total Street Projects 39,175,043$ 6,588,404$ 15,788,230$ 22,376,634$ 9,971,442$ 3,345,725$ 9,059,468$ 14,151,881$ 11,705,997$ Decorative Monument Street Signs 150,000 - 22,709 22,709 22,709 - - 115,486 11,806 Project complete Traffic Signal - Fishtrap/Teel 34,100 - 34,100 34,100 - 34,100 - - - Design 65% complete Total Traffic Projects 184,100$ -$ 56,809$ 56,809$ 22,709$ 34,100$ -$ 115,486$ 11,806$ HWY 289 Gateway Monument 411,200$ -$ 407,086$ 407,086$ 90,243$ 278,509$ 38,334$ -$ 42,448$ Piers and retaining wall completed. Sign piers and walls being poured. US 380 Median Design (Green Ribbon)809,250 - 17,459 17,459 9,584 7,875 - - 791,791 Design complete; construction start date: Fall 2019 Whitley Place H&B Trail Extension 500,000 500,000 - 500,000 - - 500,000 - 500,000 Grant funds from Texas Wildlife-meeting with grant on start date Frontier Park Soccer Field Improvements 107,368 - 54,478 54,478 22,204 - 32,274 52,890 32,274 Total Park Projects 1,827,818$ 500,000$ 479,023$ 979,023$ 122,032$ 286,384$ 570,608$ 52,890$ 1,334,238$ Town Hall Professional Services 2,248,580 - - - - - - 2,248,580 - Services completed Town Hall Multipurpose Facility 20,072,581 - 71,028 71,028 64,003 5,289 1,736 19,762,473 240,816 project complete Town Hall - FF&E 1,362,000 - 181,545 181,545 84,012 28,169 69,365 1,180,569 69,251 FFE still working on art for facility Public Safety Complex, Phase 1 1,439,196 385,000 982,120 1,367,120 884,416 376,951 105,753 273,730 (95,901) Final design 100% complete; construction 5% complete Public Safety Complex, Phase 1-Dev Costs 550,000 850,000 (300,000) 550,000 - - 550,000 - 550,000 Final design 100% complete; construction start date: Spring 2019 Public Safety Complex, Phase 1-Construction 12,500,000 10,765,000 1,735,000 12,500,000 845,594 11,598,076 56,330 - 56,330 Final design 100% complete; construction start date: Spring 2019 Public Safety Complex, Phase 1-FFE 1,165,000 - 1,165,000 1,165,000 - - 1,165,000 - 1,165,000 Final design 100% complete; construction start date: Spring 2019 Parks and Public Works Complex 3,650,000 - 1,981,375 1,981,375 1,138,778 - 842,597 17,825 2,493,397 Land purchased Fire Ladder Truck 1,649,651 - 1,649,651 1,649,651 416,648 982,701 250,302 - 250,302 Truck ordered and expected delivery 8/11/2019 Total Facility Projects 44,637,008$ 12,000,000$ 7,465,719$ 19,465,719$ 3,433,450$ 12,991,186$ 3,041,083$ 23,483,177$ 4,729,195$ Transfer Out -$ -$ -$ -$ 18,627$ -$ -$ -$ -$ Total Expenditures 85,823,969$ 19,088,404$ 23,789,782$ 42,878,186$ 13,568,260$ 16,657,395$ 12,671,159$ 37,803,433$ 17,781,236$ REVENUE OVER (UNDER) EXPENDITURES (17,068,599)$ 20,148,436$ Beginning Fund Balance October 1 10,600,003 10,600,003 Ending Fund Balance Current Month (6,468,596)$ 30,748,439$ 18 Page 36 Item 7. TOWN OF PROSPER, TEXAS MONTHLY FINANCIAL REPORT July 31, 2019 CAPITAL PROJECTS FUND-WATER/SEWER Current Year Current Year Current Year Project Project Original Budget Amended Current Year Current Year Current Remaining Prior Year Budget STATUS OF Budget Budget Adjustment Budget Actual Encumbrances Budget Balance Expenditure Balance PROJECT REVENUES Interest Income -$ -$ -$ 82,627$ Interest-2016 CO Bond - - - 3,177 Interest-2017 CO Bond - - - 7,571 Interest-2018 CO Bond - - - - Bond Proceeds - 8,750,000 8,750,000 4,630,160 Transfers In - Impact Fees - 2,842,553 2,842,553 2,842,553 Transfers In - - - 1,224,547 Transfers In-Bond Funds - - - 2,751,000 Total Revenues -$ 11,592,553$ 11,592,553$ 11,541,634$ EXPENDITURES Lower Pressure Plane Pump Station Design 1,585,100 1,439,287 - 1,439,287 - - 1,439,287 145,813 1,439,287 Construction complete for Lovers Lane; design 90% complete Prosper Trail EST Construction 517,300 - 9,650 9,650 9,650 - - 481,669 25,981 Project complete FishTrap EST (South)5,758,000 - 5,757,553 5,757,553 885,433 4,872,567 (447) - - Construction 15% complete Water Supply Line Phase 1 11,488,050 - 10,546,180 10,546,180 2,279,778 8,481,507 (215,105) - 726,765 construction complete Water Supply Line Phase 1 Easement Costs 1,691,500 - 1,691,500 1,691,500 1,024,148 - 667,352 - 667,352 construction complete Glenbrooke Water Meter PRVs 407,200 - 150,000 150,000 115,148 35,250 (398) - 256,802 2012 CO Bonds Custer Rd Meter Station/Water Line Relocation 290,325 - 290,325 290,325 38,113 252,212 - - - Design 95% complete; construction start: Summer 2019 Church/Parvin WW Reconstruction 100,000 100,000 - 100,000 - - 100,000 - 100,000 Doe Branch WWTP 0.25 MGD Expansion 3,625,000 3,625,000 (3,625,000) - - - - - 3,625,000 Project cancelled Parks and Public Works Complex 2,000,000 - 1,448,825 1,448,825 1,133,173 - 315,652 375 866,452 Land Purchased E-W Collector (Cook-DNT)295,775 - 295,775 295,775 - 295,775 - - - Total Water & Wastewater Projects 27,758,250$ 5,164,287$ 16,564,808$ 21,729,095$ 5,485,443$ 13,937,311$ 2,306,341$ 627,857$ 7,707,639$ Old Town Drainage 500,000 460,000 8,800 468,800 20,236 9,800 438,764 42,400 427,564 Design complete-construction start date: Summer 2019 Coleman Rd Drainage 308,479 290,979 - - - - - 17,500 290,979 Project slated for FY 2021 Old Town Land Drainage Land Acq 925,000 - 10,000 10,000 12,593 500 (3,093) 533,486 378,421 Project slated for FY 2021 Old Town Drainage Broadway Design & Construction 791,149 550,000 101,250 651,250 41,350 21,400 588,500 73,250 655,149 Design 100% complete-construction start date: Fall 2019 Old Town Drainage Fifth Street Trunk Main 400,000 127,038 (115,909) 11,129 272,962 - (261,833) 55,909 71,129 Total Drainage Projects 2,924,628$ 1,428,017$ 4,141$ 1,141,179$ 347,141$ 31,700$ 762,338$ 722,545$ 1,823,242$ Transfer out - Total Expenses 30,682,878$ 6,592,304$ 16,568,949$ 22,870,274$ 5,832,584$ 13,969,011$ 3,068,679$ 1,350,401$ 9,530,881$ (11,277,721)$ 5,709,050$ Beginning Working Capital October 1 19,377,844 19,377,844 Ending Working Capital Current Month 8,100,123$ 25,086,894$ 19 Page 37 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-4035-10-00 3% Construction Fee - 500,000.00 - 500,000.00 - 396,161.76 79.23 - 103,838.24 100-4061-10-00 Notary Fees - 200.00 - 200.00 - 162.00 - 20.00 81.00 - 38.00 100-4105-10-00 Property Taxes -Delinquent - 106,985.00 - 106,985.00 - 172,669.62 279.83 161.40 65,684.62 100-4110-10-00 Property Taxes -Current - 14,202,898.00 - 14,202,898.00 - 14,276,967.69 - 63,523.17 100.52 74,069.69 100-4111-10-00 VIT Motor Vehicle Tax - 9,961.81 9,961.81 100-4115-10-00 Taxes -Penalties - 52,077.00 - 52,077.00 - 77,547.16 - 4,530.51 148.91 25,470.16 100-4120-10-00 Sales Taxes - 4,460,015.00 - 4,460,015.00 - 4,329,194.18 - 375,550.47 97.07 - 130,820.82 100-4130-10-00 Sales Tax-Mixed Beverage - 40,437.00 - 40,437.00 - 51,355.71 - 21,722.45 127.00 10,918.71 100-4140-10-00 Franchise Taxes - Electric - 765,065.00 - 765,065.00 - 516,066.25 - 135,669.65 67.45 - 248,998.75 100-4150-10-00 Franchise Taxes - Telephone - 160,071.00 - 160,071.00 - 108,752.50 - 29,103.89 67.94 - 51,318.50 100-4160-10-00 Franchise Taxes - Gas - 121,800.00 - 121,800.00 - 165,277.13 135.70 43,477.13 100-4170-10-00 Franchise Taxes - Road Usage - 41,530.00 - 41,530.00 - 44,308.91 - 17,277.85 106.69 2,778.91 100-4185-10-00 Franchise Fee - W/S Fund - 295,298.00 - 295,298.00 - 246,081.70 - 24,608.17 83.33 - 49,216.30 100-4190-10-00 Franchise Fee-Cable - 41,886.00 - 41,886.00 - 39,861.31 - 13,915.42 95.17 - 2,024.69 100-4202-10-00 NTTA Tag Sales - 150.00 - 150.00 - 165.00 - 40.00 110.00 15.00 100-4203-10-00 New Cingular Tower Lease - 18,000.00 - 18,000.00 - 8,387.10 - 2,000.00 46.60 - 9,612.90 100-4218-10-00 Administrative Fees-EDC - 15,000.00 - 15,000.00 - 12,500.00 - 1,250.00 83.33 - 2,500.00 100-4230-10-00 Other Permits - 1,851.00 - 1,851.00 - 1,285.00 69.42 - 566.00 100-4610-10-00 Interest Income - 212,194.00 - 212,194.00 - 268,249.14 - 26,387.42 126.42 56,055.14 100-4910-10-00 Other Revenue - 15,000.00 - 15,000.00 - 9,859.59 - 5.00 65.73 - 5,140.41 100-4995-10-00 Transfer In/Out - 881,541.00 - 881,541.00 - 734,617.58 - 73,461.75 83.33 - 146,923.42 100-4060-10-07 NSF Fees - 25.00 25.00 100-4410-10-07 Court Fines - 427,224.00 - 427,224.00 - 411,811.91 - 39,558.31 96.39 - 15,412.09 100-4930-10-99 Insurance Proceeds - 90,269.87 - 3,495.30 90,269.87 100-4230-20-01 Other Permits - 2,650.00 - 2,650.00 - 1,250.00 - 50.00 47.17 - 1,400.00 100-4440-20-01 Accident Reports - 1,345.00 - 1,345.00 - 1,223.60 - 134.00 90.97 - 121.40 100-4450-20-01 Alarm Fee - 57,113.00 - 57,113.00 - 45,219.00 - 5,868.00 79.18 - 11,894.00 100-4510-20-01 Grants - 9,493.47 9,493.47 100-4910-20-01 Other Revenue - 5,000.00 - 5,000.00 - 5,957.50 - 1,382.50 119.15 957.50 100-4310-30-01 Charges for Services - 327,165.00 - 327,165.00 - 321,766.29 - 36,478.42 98.35 - 5,398.71 100-4411-30-01 CC Fire Assoc - 500.00 - 500.00 - 699.74 139.95 199.74 100-4510-30-01 Grants - 61,361.56 - 61,361.56 - 88,752.89 - 61,361.56 144.64 27,391.33 100-4315-30-05 Fire Review/Inspect Fees - 100,000.00 - 100,000.00 - 83,625.00 - 11,675.00 83.63 - 16,375.00 100-4017-40-01 Contractor Registration Fee - 100,000.00 - 100,000.00 - 74,700.00 - 5,800.00 74.70 - 25,300.00 100-4060-40-01 NSF Fees - 25.00 25.00 100-4210-40-01 Building Permits - 4,200,000.00 - 4,200,000.00 - 2,727,835.04 - 280,873.28 64.95 - 1,472,164.96 100-4230-40-01 Other Permits - 200,000.00 - 200,000.00 - 174,120.00 - 17,376.00 87.06 - 25,880.00 100-4240-40-01 Plumb/Elect/Mech Permits - 45,000.00 - 45,000.00 - 42,732.00 - 4,686.00 94.96 - 2,268.00 100-4242-40-01 Re-inspection Fees - 60,000.00 - 60,000.00 - 64,098.00 - 6,975.00 106.83 4,098.00 100-4910-40-01 Other Revenue - 16,798.56 - 1,784.77 16,798.56 100-4211-40-02 Multi-Family Registration - 9,480.00 9,480.00 100-4245-40-02 Health Inspections - 41,200.00 - 41,200.00 - 50,165.00 - 3,800.00 121.76 8,965.00 100-4910-40-02 Other Revenue - 500.00 - 500.00 - 500.00 100-4207-40-03 Network Node Application Fee - 10,250.00 10,250.00 100-4220-40-03 Zoning Application Fees - 25,000.00 - 25,000.00 - 15,990.00 - 4,640.00 63.96 - 9,010.00 20 Page 38 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-4225-40-03 Development Application Fees - 50,000.00 - 50,000.00 - 58,348.00 - 6,280.00 116.70 8,348.00 100-4910-40-03 Other Revenue - 6,000.00 - 6,000.00 - 4,710.00 - 100.00 78.50 - 1,290.00 100-4910-50-01 Other Revenue - 30,000.00 - 30,000.00 - 9,720.00 32.40 - 20,280.00 100-4056-60-00 Field Rental Fees - 90,000.00 - 90,000.00 - 88,902.50 - 6,485.00 98.78 - 1,097.50 100-4057-60-00 Pavilion User Fees - 4,000.00 - 4,000.00 - 3,542.50 - 485.00 88.56 - 457.50 100-4058-60-00 Park Program Fees - 150,400.00 - 150,400.00 - 74,549.96 - 13,538.40 49.57 - 75,850.04 100-4721-60-00 Prosper Christmas Donations - 15,500.00 - 15,500.00 - 31,540.00 - 10,310.00 203.48 16,040.00 100-4910-60-00 Other Revenue - 11,029.15 11,029.15 100-4063-60-05 Lost Fees - 200.00 - 200.00 - 1,478.91 - 278.87 739.46 1,278.91 100-4064-60-05 Printing/Copying Fees - 100.00 - 100.00 - 651.84 - 72.50 651.84 551.84 100-4065-60-05 Book Fines - 412.98 - 69.39 412.98 100-4066-60-05 Library Card Fees - 6,250.00 - 6,250.00 - 7,950.00 - 1,500.00 127.20 1,700.00 100-4510-60-05 Grants - 2,575.50 - 858.50 2,575.50 100-4910-60-05 Other Revenue - 6,250.00 6,250.00 - 0.25 0.25 100-5110-10-01 Salaries & Wages 161,710.00 161,710.00 129,126.86 12,439.24 79.85 32,583.14 100-5140-10-01 Salaries - Longevity Pay 45.00 45.00 45.00 100-5143-10-01 Cell Phone Allowance 1,020.00 1,020.00 850.00 85.00 83.33 170.00 100-5145-10-01 Social Security Expense 10,095.00 10,095.00 7,126.53 720.19 70.60 2,968.47 100-5150-10-01 Medicare Expense 2,361.00 2,361.00 1,747.59 168.43 74.02 613.41 100-5155-10-01 SUTA Expense 162.00 162.00 9.00 5.56 153.00 100-5160-10-01 Health Insurance 11,861.00 11,861.00 13,180.22 1,245.02 111.12 - 1,319.22 100-5165-10-01 Dental Insurance 491.00 491.00 391.54 37.02 79.74 99.46 100-5170-10-01 Life Insurance/AD&D 18.00 18.00 172.60 17.26 958.89 - 154.60 100-5175-10-01 Liability (TML)/Workers' Comp 310.00 310.00 245.95 23.72 79.34 64.05 100-5180-10-01 TMRS Expense 22,061.00 22,061.00 17,536.87 1,692.30 79.49 4,524.13 100-5185-10-01 Long/Short Term Disability 308.00 308.00 233.52 23.64 75.82 74.48 100-5186-10-01 WELLE-Wellness Prog Reimb Empl 600.00 600.00 350.00 50.00 58.33 250.00 100-5210-10-01 Office Supplies 1,200.00 1,200.00 708.42 69.23 59.04 491.58 100-5230-10-01 Dues,Fees,& Subscriptions 7,150.00 7,150.00 4,902.32 50.00 68.56 2,247.68 100-5240-10-01 Postage and Delivery 50.00 50.00 3.95 1.80 7.90 46.05 100-5250-10-01 Publications 400.00 400.00 400.00 100-5280-10-01 Printing and Reproduction 150.00 150.00 150.00 100-5290-10-01 Other Charges and Services 200.00 200.00 201.83 100.92 - 1.83 100-5330-10-01 Copier Expense 250.00 250.00 945.83 52.87 378.33 - 695.83 100-5410-10-01 Professional Services 300,780.00 300,780.00 261,916.74 19,594.30 38,863.26 87.08 100-5430-10-01 Legal Fees 72,450.00 72,450.00 99,440.33 15,557.00 137.25 - 26,990.33 100-5435-10-01 Legal Notices/Filings 30.20 - 30.20 100-5480-10-01 Contracted Services 70,360.00 70,360.00 42,120.00 28,000.00 59.86 240.00 100-5524-10-01 Gas - 14.85 14.85 100-5526-10-01 Data Network 725.00 725.00 113.97 15.72 611.03 100-5530-10-01 Travel 5,200.00 5,200.00 3,854.17 74.12 1,345.83 100-5533-10-01 Mileage Expense 200.00 200.00 59.95 29.98 140.05 100-5536-10-01 Training/Seminars 1,450.00 1,450.00 1,446.00 99.72 4.00 100-7145-10-01 Transfer to VERF 623.00 623.00 519.20 51.92 83.34 103.80 100-5110-10-02 Salaries & Wages 260,170.00 260,170.00 186,531.29 18,692.61 71.70 73,638.71 21 Page 39 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5115-10-02 Salaries - Overtime 2,000.00 2,000.00 208.40 10.42 1,791.60 100-5140-10-02 Salaries - Longevity Pay 445.00 445.00 330.00 74.16 115.00 100-5143-10-02 Cell Phone Allowance 1,020.00 1,020.00 850.00 85.00 83.33 170.00 100-5145-10-02 Social Security Expense 16,352.00 16,352.00 11,390.15 1,118.11 69.66 4,961.85 100-5150-10-02 Medicare Expense 3,824.00 3,824.00 2,663.83 261.50 69.66 1,160.17 100-5155-10-02 SUTA Expense 648.00 648.00 132.96 3.68 20.52 515.04 100-5160-10-02 Health Insurance 12,797.00 12,797.00 18,158.45 2,120.84 141.90 - 5,361.45 100-5165-10-02 Dental Insurance 429.00 429.00 769.15 103.98 179.29 - 340.15 100-5170-10-02 Life Insurance/AD&D 577.00 577.00 378.14 40.14 65.54 198.86 100-5175-10-02 Liability (TML)/Workers' Comp 502.00 502.00 356.48 35.68 71.01 145.52 100-5180-10-02 TMRS Expense 35,737.00 35,737.00 25,417.05 2,544.92 71.12 10,319.95 100-5185-10-02 Long/Short Term Disability 494.00 494.00 319.80 35.54 64.74 174.20 100-5186-10-02 WELLE-Wellness Prog Reimb Empl 600.00 600.00 591.60 89.16 98.60 8.40 100-5193-10-02 Records Retention 1,500.00 1,500.00 971.67 64.78 528.33 100-5210-10-02 Office Supplies 2,500.00 2,500.00 2,082.69 48.71 83.31 417.31 100-5220-10-02 Office Equipment 1,500.00 1,500.00 2,021.44 134.76 - 521.44 100-5230-10-02 Dues,Fees,& Subscriptions 1,400.00 1,400.00 1,344.01 96.00 55.99 100-5240-10-02 Postage and Delivery 200.00 200.00 116.46 29.64 58.23 83.54 100-5280-10-02 Printing and Reproduction 200.00 200.00 539.87 269.94 - 339.87 100-5310-10-02 Rental Expense 8,000.00 8,000.00 6,958.52 577.00 86.98 1,041.48 100-5330-10-02 Copier Expense 3,600.00 3,600.00 943.89 52.18 26.22 2,656.11 100-5400-10-02 Uniform Expense 28.00 - 28.00 100-5419-10-02 IT Licenses 10,000.00 10,000.00 4,000.00 40.00 6,000.00 100-5430-10-02 Legal Fees 31,500.00 31,500.00 24,991.49 2,932.75 79.34 6,508.51 100-5435-10-02 Legal Notices/Filings 8,800.00 8,800.00 6,271.40 71.27 2,528.60 100-5460-10-02 Election Expense 15,700.00 15,700.00 33,211.63 15,201.71 1,842.61 211.54 - 19,354.24 100-5480-10-02 Contracted Services 21,575.00 21,575.00 19,393.00 1,138.00 89.89 2,182.00 100-5520-10-02 Telephones 870.00 870.00 360.21 36.28 41.40 509.79 100-5526-10-02 Data Network 460.00 460.00 379.90 37.99 82.59 80.10 100-5530-10-02 Travel 6,100.00 6,100.00 1,325.11 286.96 21.72 4,774.89 100-5533-10-02 Mileage Expense 1,125.00 1,125.00 208.08 68.44 18.50 916.92 100-5536-10-02 Training/Seminars 7,100.00 7,100.00 4,190.00 715.00 59.01 2,910.00 100-5538-10-02 Council/Public Official Expnse 31,000.00 31,000.00 21,974.55 1,930.06 70.89 9,025.45 100-5600-10-02 Special Events 7,661.00 7,661.00 4,851.08 - 76.97 63.32 2,809.92 100-7145-10-02 Transfer to VERF 3,157.00 3,157.00 2,630.80 263.08 83.33 526.20 100-5110-10-03 Salaries & Wages 583,817.00 583,817.00 461,029.69 45,872.91 78.97 122,787.31 100-5115-10-03 Salaries - Overtime 20.86 - 20.86 100-5126-10-03 Salaries-Vacation Buy-Out 1,166.00 1,166.00 1,166.00 100-5140-10-03 Salaries - Longevity Pay 1,065.00 1,065.00 1,020.00 95.78 45.00 100-5143-10-03 Cell Phone Allowance 680.00 170.00 - 680.00 100-5145-10-03 Social Security Expense 36,339.00 36,339.00 27,096.61 2,670.61 74.57 9,242.39 100-5150-10-03 Medicare Expense 8,499.00 8,499.00 6,373.89 624.60 75.00 2,125.11 100-5155-10-03 SUTA Expense 1,296.00 1,296.00 221.45 1.53 17.09 1,074.55 100-5160-10-03 Health Insurance 57,598.00 57,598.00 51,333.18 4,738.96 89.12 6,264.82 100-5165-10-03 Dental Insurance 2,979.00 2,979.00 2,029.22 179.70 68.12 949.78 22 Page 40 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5170-10-03 Life Insurance/AD&D 751.00 751.00 670.25 63.01 89.25 80.75 100-5175-10-03 Liability (TML)/Workers' Comp 1,122.00 1,122.00 884.35 87.41 78.82 237.65 100-5180-10-03 TMRS Expense 79,416.00 79,416.00 63,055.26 6,236.10 79.40 16,360.74 100-5185-10-03 Long/Short Term Disability 1,109.00 1,109.00 771.83 72.53 69.60 337.17 100-5186-10-03 WELLE-Wellness Prog Reimb Empl 2,850.00 2,850.00 1,917.48 150.00 67.28 932.52 100-5190-10-03 Contract Labor 2,895.00 375.00 - 2,895.00 100-5210-10-03 Office Supplies 4,250.00 4,250.00 3,356.61 129.57 78.98 893.39 100-5220-10-03 Office Equipment 2,985.00 2,985.00 1,712.11 57.36 1,272.89 100-5230-10-03 Dues,Fees,& Subscriptions 7,787.00 490.00 8,277.00 7,092.45 137.49 85.69 1,184.55 100-5240-10-03 Postage and Delivery 2,100.00 2,100.00 1,930.69 185.48 91.94 169.31 100-5280-10-03 Printing and Reproduction 2,000.00 65.00 2,065.00 2,064.42 99.97 0.58 100-5290-10-03 Other Charges and Services 900.00 900.00 900.00 100-5310-10-03 Rental Expense 12,860.00 4,077.00 16,937.00 16,936.95 100.00 0.05 100-5330-10-03 Copier Expense 2,000.00 - 500.00 1,500.00 986.88 71.59 65.79 513.12 100-5400-10-03 Uniform Expense 250.00 245.00 495.00 494.66 99.93 0.34 100-5410-10-03 Professional Services 11,000.00 35.00 11,035.00 10,075.00 - 1,124.70 91.30 960.00 100-5412-10-03 Audit Fees 47,500.00 - 6,875.00 40,625.00 40,625.00 100.00 100-5414-10-03 Appraisal/Tax Fees 137,789.00 5,511.00 143,300.00 110,182.09 76.89 33,117.91 100-5418-10-03 IT Fees 42,703.00 2,000.00 44,703.00 36,156.00 80.88 8,547.00 100-5419-10-03 IT Licenses 10,000.00 - 2,500.00 7,500.00 7,500.00 100.00 100-5430-10-03 Legal Fees 8,500.00 - 500.00 8,000.00 7,422.50 3,907.60 92.78 577.50 100-5435-10-03 Legal Notices/Filings 200.00 - 200.00 100-5480-10-03 Contracted Services 1,144.00 - 1,054.00 90.00 - 10.45 - 11.61 100.45 100-5520-10-03 Telephones 1,360.00 - 660.00 700.00 640.63 91.52 59.37 100-5525-10-03 Electricity 1,054.00 1,054.00 1,053.27 99.93 0.73 100-5530-10-03 Travel 14,600.00 - 1,188.00 13,412.00 4,993.02 37.23 8,418.98 100-5533-10-03 Mileage Expense 3,608.00 3,608.00 1,603.96 44.46 2,004.04 100-5536-10-03 Training/Seminars 8,840.00 8,840.00 5,517.47 31.00 62.42 3,322.53 100-7145-10-03 Transfer to VERF 1,819.00 1,819.00 1,515.80 151.58 83.33 303.20 100-5110-10-04 Salaries & Wages 245,305.00 245,305.00 192,640.49 18,824.50 78.53 52,664.51 100-5115-10-04 Salaries - Overtime 83.01 - 83.01 100-5140-10-04 Salaries - Longevity Pay 120.00 120.00 90.00 75.00 30.00 100-5143-10-04 Cell Phone Allowance 900.00 900.00 1,275.00 85.00 141.67 - 375.00 100-5145-10-04 Social Security Expense 15,275.00 15,275.00 11,825.93 1,151.94 77.42 3,449.07 100-5150-10-04 Medicare Expense 3,573.00 3,573.00 2,765.73 269.39 77.41 807.27 100-5155-10-04 SUTA Expense 486.00 486.00 179.87 37.01 306.13 100-5160-10-04 Health Insurance 19,774.00 19,774.00 11,826.40 1,059.52 59.81 7,947.60 100-5165-10-04 Dental Insurance 1,329.00 1,329.00 718.32 67.96 54.05 610.68 100-5170-10-04 Life Insurance/AD&D 364.00 364.00 339.20 33.92 93.19 24.80 100-5175-10-04 Liability (TML)/Workers' Comp 469.00 469.00 367.97 35.92 78.46 101.03 100-5180-10-04 TMRS Expense 33,381.00 33,381.00 26,176.65 2,561.33 78.42 7,204.35 100-5185-10-04 Long/Short Term Disability 467.00 467.00 347.80 35.76 74.48 119.20 100-5186-10-04 WELLE-Wellness Prog Reimb Empl 1,800.00 1,800.00 848.24 78.32 47.12 951.76 100-5191-10-04 Hiring Cost 20,000.00 - 375.00 19,625.00 17,440.92 2,153.68 88.87 2,184.08 100-5210-10-04 Office Supplies 1,400.00 1,400.00 1,307.34 - 12.01 93.38 92.66 23 Page 41 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5220-10-04 Office Equipment 4,000.00 4,000.00 4,000.00 100-5230-10-04 Dues,Fees,& Subscriptions 3,500.00 3,500.00 2,930.85 437.85 83.74 569.15 100-5240-10-04 Postage and Delivery 150.00 150.00 158.64 38.45 105.76 - 8.64 100-5250-10-04 Publications 400.00 400.00 400.00 100-5280-10-04 Printing and Reproduction 1,000.00 1,000.00 171.95 17.20 828.05 100-5330-10-04 Copier Expense 2,000.00 2,000.00 2,021.95 296.82 101.10 - 21.95 100-5400-10-04 Uniform Expense 375.00 375.00 270.48 72.13 104.52 100-5410-10-04 Professional Services 35,000.00 35,000.00 28,522.50 1,500.00 81.49 6,477.50 100-5418-10-04 IT Fees 1,073.00 - 1,073.00 100-5430-10-04 Legal Fees 10,000.00 10,000.00 6,707.00 760.00 67.07 3,293.00 100-5435-10-04 Legal Notices/Filings 150.00 150.00 122.00 81.33 28.00 100-5480-10-04 Contracted Services 3,000.00 3,000.00 3,000.00 100-5526-10-04 Data Network 480.00 480.00 379.90 37.99 79.15 100.10 100-5530-10-04 Travel 5,500.00 5,500.00 51.00 - 162.13 0.93 5,449.00 100-5533-10-04 Mileage Expense 500.00 500.00 120.34 24.07 379.66 100-5536-10-04 Training/Seminars 15,000.00 15,000.00 3,348.56 478.90 8,627.44 22.32 3,024.00 100-5600-10-04 Special Events 10,000.00 10,000.00 2,262.12 22.62 7,737.88 100-7145-10-04 Transfer to VERF 731.00 731.00 609.20 60.92 83.34 121.80 100-5110-10-05 Salaries & Wages 246,847.00 246,847.00 182,740.16 19,174.66 74.03 64,106.84 100-5115-10-05 Salaries - Overtime 2,960.00 2,960.00 674.63 131.80 22.79 2,285.37 100-5140-10-05 Salaries - Longevity Pay 310.00 310.00 310.00 100.00 100-5143-10-05 Cell Phone Allowance 4,500.00 4,500.00 3,125.00 375.00 69.44 1,375.00 100-5145-10-05 Social Security Expense 15,796.00 15,796.00 10,385.22 1,078.07 65.75 5,410.78 100-5150-10-05 Medicare Expense 3,694.00 3,694.00 2,428.81 252.14 65.75 1,265.19 100-5155-10-05 SUTA Expense 486.00 486.00 27.00 5.56 459.00 100-5160-10-05 Health Insurance 33,511.00 33,511.00 27,074.68 3,008.96 80.79 6,436.32 100-5165-10-05 Dental Insurance 1,376.00 1,376.00 990.80 109.28 72.01 385.20 100-5170-10-05 Life Insurance/AD&D 325.00 325.00 289.10 33.60 88.95 35.90 100-5175-10-05 Liability (TML)/Workers' Comp 480.00 480.00 350.72 36.89 73.07 129.28 100-5180-10-05 TMRS Expense 34,513.00 34,513.00 25,020.93 2,629.57 72.50 9,492.07 100-5185-10-05 Long/Short Term Disability 474.00 474.00 327.74 36.44 69.14 146.26 100-5186-10-05 WELLE-Wellness Prog Reimb Empl 1,200.00 1,200.00 1,000.00 100.00 83.33 200.00 100-5191-10-05 Hiring Cost 500.00 500.00 500.00 100-5210-10-05 Office Supplies 450.00 450.00 625.46 10.96 138.99 - 175.46 100-5212-10-05 Building Supplies 500.00 500.00 964.72 192.94 - 464.72 100-5220-10-05 Office Equipment 3,280.00 3,280.00 4,055.16 123.63 - 775.16 100-5225-10-05 Computer Hardware 26,949.00 26,949.00 26,398.98 134.28 97.96 550.02 100-5230-10-05 Dues,Fees,& Subscriptions 350.00 350.00 745.83 179.00 213.09 - 395.83 100-5240-10-05 Postage and Delivery 200.00 200.00 95.21 47.61 104.79 100-5280-10-05 Printing and Reproduction 100.00 100.00 100.00 100-5290-10-05 Other Charges and Services 400.00 400.00 19.14 4.79 380.86 100-5330-10-05 Copier Expense 63,000.00 - 10,000.00 53,000.00 41,807.27 4,968.20 8,868.73 78.88 2,324.00 100-5400-10-05 Uniform Expense 1,000.00 1,000.00 294.25 29.43 705.75 100-5418-10-05 IT Fees 29,090.00 29,090.00 46,702.58 2,659.00 2,136.00 160.55 - 19,748.58 100-5419-10-05 IT Licenses 98,900.00 36,100.00 135,000.00 23,373.29 7,175.53 81,630.77 17.31 29,995.94 24 Page 42 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5430-10-05 Legal Fees 1,000.00 1,000.00 646.00 76.00 64.60 354.00 100-5480-10-05 Contracted Services 56,828.00 56,828.00 26,083.53 610.00 3,000.00 45.90 27,744.47 100-5520-10-05 Telephones 25,325.00 25,325.00 26,573.96 518.11 104.93 - 1,248.96 100-5526-10-05 Data Network 41,236.00 - 10,000.00 31,236.00 23,397.68 2,941.68 74.91 7,838.32 100-5530-10-05 Travel 6,600.00 6,600.00 3,454.29 52.34 3,145.71 100-5533-10-05 Mileage Expense 1,500.00 1,500.00 361.34 24.09 1,138.66 100-5536-10-05 Training/Seminars 3,900.00 3,900.00 7,105.17 177.00 182.18 - 3,205.17 100-5620-10-05 Tools & Equipment 250.00 250.00 85.10 34.04 164.90 100-5630-10-05 Safety Equipment 150.00 150.00 150.00 100-6125-10-05 Capital Expense-Technology 41,000.00 - 16,100.00 24,900.00 24,900.00 100-7145-10-05 Transfer to VERF 16,884.00 16,884.00 14,070.00 1,407.00 83.33 2,814.00 100-5110-10-07 Salaries & Wages 195,170.00 195,170.00 131,416.22 13,325.61 67.33 63,753.78 100-5115-10-07 Salaries - Overtime 270.00 270.00 346.59 12.91 128.37 - 76.59 100-5126-10-07 Salaries-Vacation Buy-Out 1,812.96 - 1,812.96 100-5128-10-07 Language Pay 3,000.00 - 3,000.00 100-5140-10-07 Salaries - Longevity Pay 390.00 390.00 310.00 79.49 80.00 100-5145-10-07 Social Security Expense 12,143.00 12,143.00 7,581.81 755.81 62.44 4,561.19 100-5150-10-07 Medicare Expense 2,840.00 2,840.00 1,773.16 176.77 62.44 1,066.84 100-5155-10-07 SUTA Expense 648.00 648.00 148.65 0.77 22.94 499.35 100-5160-10-07 Health Insurance 21,101.00 21,101.00 19,597.60 1,680.36 92.88 1,503.40 100-5165-10-07 Dental Insurance 1,362.00 1,362.00 924.18 71.88 67.86 437.82 100-5170-10-07 Life Insurance/AD&D 348.00 348.00 234.50 18.76 67.39 113.50 100-5175-10-07 Liability (TML)/Workers' Comp 377.00 377.00 379.91 79.17 100.77 - 2.91 100-5180-10-07 TMRS Expense 26,497.00 26,497.00 18,242.66 1,814.14 68.85 8,254.34 100-5185-10-07 Long/Short Term Disability 325.00 325.00 219.70 19.02 67.60 105.30 100-5186-10-07 WELLE-Wellness Prog Reimb Empl 1,200.00 1,200.00 800.00 50.00 66.67 400.00 100-5210-10-07 Office Supplies 2,650.00 2,650.00 2,184.33 152.37 82.43 465.67 100-5215-10-07 Ammunition 30.00 30.00 30.00 100-5220-10-07 Office Equipment 1,815.00 1,815.00 1,815.00 100.00 100-5230-10-07 Dues,Fees,& Subscriptions 250.00 250.00 40.00 16.00 210.00 100-5240-10-07 Postage and Delivery 2,400.00 2,400.00 2,839.23 385.05 118.30 - 439.23 100-5250-10-07 Publications 100.00 100.00 8.49 8.49 91.51 100-5280-10-07 Printing and Reproduction 1,500.00 1,500.00 976.10 318.70 65.07 523.90 100-5290-10-07 Other Charges and Services 675.00 675.00 675.00 100-5310-10-07 Rental Expense 1,610.00 1,610.00 1,436.99 420.24 89.25 173.01 100-5320-10-07 Repairs & Maintenance 500.00 500.00 500.00 100-5330-10-07 Copier Expense 1,850.00 1,850.00 1,779.87 148.60 96.21 70.13 100-5350-10-07 VEHICLE EXPENSE 500.00 500.00 6.00 6.00 1.20 494.00 100-5352-10-07 FUEL 3,000.00 3,000.00 50.89 50.89 1.70 2,949.11 100-5353-10-07 OIL/GREASE/INSPECTIONS 300.00 300.00 300.00 100-5400-10-07 Uniform Expense 1,804.00 1,804.00 1,804.00 100-5410-10-07 Professional Services 500.00 3,000.00 3,500.00 1,900.00 150.00 54.29 1,600.00 100-5418-10-07 IT Fees 6,100.00 6,100.00 4,853.03 79.56 1,246.97 100-5419-10-07 IT Licenses 8,500.00 8,500.00 10,872.40 7,401.40 127.91 - 2,372.40 100-5420-10-07 Municipal Court/Judge Fees 46,400.00 46,400.00 32,000.00 3,200.00 9,600.00 68.97 4,800.00 25 Page 43 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5425-10-07 State Fines Expense 2,000.00 2,000.00 2,645.16 132.26 - 645.16 100-5430-10-07 Legal Fees 39,000.00 39,000.00 42,353.66 3,281.66 108.60 - 3,353.66 100-5481-10-07 Cash Over/Short 1.00 - 1.00 100-5524-10-07 Gas - 14.85 14.85 100-5530-10-07 Travel 950.00 950.00 118.40 12.46 831.60 100-5533-10-07 Mileage Expense 750.00 750.00 49.70 6.63 700.30 100-5536-10-07 Training/Seminars 1,000.00 1,000.00 340.00 - 250.00 34.00 660.00 100-5630-10-07 Safety Equipment 8,037.00 8,037.00 599.00 599.00 7.45 7,438.00 100-7145-10-07 Transfer to VERF 6,738.00 6,738.00 5,615.00 561.50 83.33 1,123.00 100-5110-10-99 Salaries & Wages - 288,151.00 - 288,151.00 - 288,151.00 100-5176-10-99 TML Prop. & Liab. Insurance 131,000.00 131,000.00 199,854.25 152.56 - 68,854.25 100-5230-10-99 DUES,FEES,& SUBSCRIPTIONS 1,300.00 1,300.00 360.00 27.69 940.00 100-5305-10-99 Chapt 380 Program Grant Exp 502,735.00 502,735.00 387,733.99 6,445.72 77.13 115,001.01 100-5306-10-99 Developer Rollback Incentives 39,105.00 39,105.00 14,976.15 38.30 24,128.85 100-5350-10-99 Vehicle Expense 1,500.00 1,500.00 351.07 202.98 23.41 1,148.93 100-5352-10-99 Fuel 1,000.00 1,000.00 708.76 53.87 70.88 291.24 100-5353-10-99 Oil/Grease/Inspections 1,000.00 1,000.00 1,000.00 100-5410-10-99 Professional Services 85,625.00 85,625.00 39,625.21 1,500.00 12,000.00 46.28 33,999.79 100-5415-10-99 Tuition Reimbursement 93,208.00 93,208.00 40,452.73 1,664.33 43.40 52,755.27 100-5480-10-99 Contracted Services 45,000.00 45,000.00 30,000.00 3,000.00 6,000.00 66.67 9,000.00 100-5600-10-99 Special Events 10,000.00 10,000.00 9,159.28 515.09 91.59 840.72 100-5930-10-99 Damage Claims Expense 65,000.00 65,000.00 53,986.50 13,593.40 83.06 11,013.50 100-6610-10-99 Public Safety Complex FFE 1,500,000.00 - 1,500,000.00 100-7000-10-99 Contingency 50,000.00 50,000.00 31,684.00 6,030.00 63.37 18,316.00 100-7100-10-99 Operating Transfer Out 788.52 - 788.52 100-7144-10-99 Transfer to Bond Fund 2,631,293.00 2,631,293.00 2,631,293.00 100.00 100-7145-10-99 Transfer to VERF 3,167.00 3,167.00 30,714.20 263.92 969.82 - 27,547.20 100-5110-20-01 Salaries & Wages 1,736,482.00 1,736,482.00 1,091,616.41 114,978.15 62.86 644,865.59 100-5115-20-01 Salaries - Overtime 141,506.00 141,506.00 76,559.57 9,916.93 54.10 64,946.43 100-5126-20-01 Salaries-Vacation Buy-Out 6,367.00 6,367.00 6,367.00 100.00 100-5127-20-01 Salaries-Certification Pay 22,440.00 22,440.00 15,603.84 1,486.08 69.54 6,836.16 100-5140-20-01 Salaries - Longevity Pay 3,760.00 3,760.00 3,660.00 97.34 100.00 100-5143-20-01 Cell Phone Allowance 1,500.00 1,500.00 1,250.00 125.00 83.33 250.00 100-5145-20-01 Social Security Expense 118,799.00 118,799.00 70,129.15 7,596.43 59.03 48,669.85 100-5150-20-01 Medicare Expense 27,784.00 27,784.00 16,772.98 1,776.60 60.37 11,011.02 100-5155-20-01 SUTA Expense 3,888.00 3,888.00 217.00 4.91 5.58 3,671.00 100-5160-20-01 Health Insurance 157,362.00 157,362.00 111,689.62 11,101.38 70.98 45,672.38 100-5165-20-01 Dental Insurance 8,413.00 8,413.00 5,268.84 579.70 62.63 3,144.16 100-5170-20-01 Life Insurance/AD&D 7,282.00 7,282.00 5,095.42 581.44 69.97 2,186.58 100-5175-20-01 Liability (TML)/Workers' Comp 32,662.00 32,662.00 20,119.65 2,126.42 61.60 12,542.35 100-5180-20-01 TMRS Expense 259,563.00 259,563.00 162,003.64 17,151.74 62.41 97,559.36 100-5185-20-01 Long/Short Term Disability 3,322.00 3,322.00 1,878.59 208.71 56.55 1,443.41 100-5186-20-01 WELLE-Wellness Prog Reimb Empl 5,700.00 5,700.00 1,650.00 200.00 28.95 4,050.00 100-5191-20-01 Hiring Cost 44.00 44.00 131.48 54.48 298.82 - 87.48 100-5192-20-01 Physical & Psychological 2,110.00 2,110.00 3,375.00 175.00 159.95 - 1,265.00 26 Page 44 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5210-20-01 Office Supplies 11,400.00 11,400.00 8,358.39 594.33 73.32 3,041.61 100-5212-20-01 Building Supplies 322.88 - 322.88 100-5214-20-01 Tactical Supplies 56,875.00 - 20,000.00 36,875.00 32,482.11 2,401.84 75.52 88.09 4,317.37 100-5215-20-01 Ammunition 59,879.00 - 9,000.00 50,879.00 50,463.21 852.20 99.18 415.79 100-5220-20-01 Office Equipment 2,500.00 2,500.00 4,141.99 165.68 - 1,641.99 100-5230-20-01 Dues,Fees,& Subscriptions 7,950.00 7,950.00 4,944.19 312.48 62.19 3,005.81 100-5240-20-01 Postage and Delivery 1,426.00 1,426.00 1,238.40 105.05 86.84 187.60 100-5250-20-01 Publications 151.00 151.00 151.00 100-5265-20-01 Promotional Expense 500.00 500.00 137.95 27.59 362.05 100-5280-20-01 Printing and Reproduction 800.00 800.00 800.00 100-5290-20-01 Other Charges and Services 16,500.00 - 16,500.00 42.74 - 42.74 100-5310-20-01 Rental Expense 4,410.00 4,410.00 9,500.95 344.20 215.44 - 5,090.95 100-5320-20-01 Repairs & Maintenance 1,000.00 1,000.00 238.46 23.85 761.54 100-5330-20-01 Copier Expense 2,100.00 2,100.00 1,802.99 130.04 85.86 297.01 100-5340-20-01 Building Repairs 1,000.00 1,000.00 1,346.86 134.69 - 346.86 100-5350-20-01 Vehicle Expense 82,618.00 82,618.00 71,751.57 5,177.43 86.85 10,866.43 100-5352-20-01 Fuel 78,484.00 78,484.00 58,171.72 7,198.41 74.12 20,312.28 100-5353-20-01 Oil/Grease/Inspections 4,700.00 4,700.00 289.91 10.25 6.17 4,410.09 100-5400-20-01 Uniform Expense 28,880.00 28,880.00 29,490.09 102.11 - 610.09 100-5410-20-01 Professional Services 2,260.00 2,260.00 4,195.00 185.62 - 1,935.00 100-5418-20-01 IT Fees 19,090.00 19,090.00 9,115.70 47.75 9,974.30 100-5430-20-01 Legal Fees 14,400.00 14,400.00 28,711.48 11,582.60 199.39 - 14,311.48 100-5480-20-01 Contracted Services 37,345.00 37,345.00 44,140.77 2,357.33 118.20 - 6,795.77 100-5520-20-01 Telephones 7,116.00 7,116.00 2,898.90 494.02 40.74 4,217.10 100-5523-20-01 Water/Sewer Charges 1,500.00 1,500.00 833.40 81.89 55.56 666.60 100-5524-20-01 Gas 1,800.00 1,800.00 1,800.00 100-5525-20-01 Electricity 17,229.00 17,229.00 7,349.72 751.39 42.66 9,879.28 100-5526-20-01 Data Network 7,425.00 7,425.00 9,175.99 949.83 123.58 - 1,750.99 100-5530-20-01 Travel 3,250.00 3,250.00 6,568.55 202.11 - 3,318.55 100-5533-20-01 Mileage Expense 802.00 802.00 910.31 113.51 - 108.31 100-5536-20-01 Training/Seminars 36,302.00 36,302.00 22,743.95 139.93 62.65 13,558.05 100-5600-20-01 Special Events 5,000.00 5,000.00 2,266.78 45.34 2,733.22 100-5620-20-01 TOOLS & EQUIPMENT 9,314.00 9,314.00 13,680.75 146.88 - 4,366.75 100-5630-20-01 Safety Equipment 22,786.00 - 8,662.00 14,124.00 2,381.95 675.00 250.00 16.87 11,492.05 100-6110-20-01 Capital Expenditure 50,764.55 50,764.55 - 50,118.96 50,764.55 100-6110-20-01 Old Town Hall Renovations 50,118.96 50,118.96 - 50,118.96 100-6140-20-01 Capital Expense-Equipment 177,642.00 45,500.00 223,142.00 215,859.22 5,326.43 96.74 1,956.35 100-6160-20-01 Capital Expense-Vehicles 225,829.00 9,587.00 235,416.00 132,086.73 111,702.13 56.11 - 8,372.86 100-7145-20-01 Transfer to VERF 315,759.00 315,759.00 263,132.50 26,313.25 83.33 52,626.50 100-5110-20-05 Salaries & Wages 524,563.00 524,563.00 328,131.71 39,516.79 62.55 196,431.29 100-5115-20-05 Salaries - Overtime 10,545.00 10,545.00 23,560.12 4,168.35 223.43 - 13,015.12 100-5126-20-05 Salaries-Vacation Buy-Out 1,285.00 1,285.00 1,284.80 99.98 0.20 100-5127-20-05 Salaries-Certification Pay 14,460.00 14,460.00 9,165.60 830.72 63.39 5,294.40 100-5140-20-05 Salaries - Longevity Pay 2,265.00 2,265.00 1,865.00 82.34 400.00 100-5145-20-05 Social Security Expense 34,347.00 34,347.00 21,782.66 2,657.59 63.42 12,564.34 27 Page 45 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5150-20-05 Medicare Expense 8,033.00 8,033.00 5,094.35 621.53 63.42 2,938.65 100-5155-20-05 SUTA Expense 1,782.00 1,782.00 88.22 4.95 1,693.78 100-5160-20-05 Health Insurance 69,261.00 69,261.00 45,675.96 4,287.74 65.95 23,585.04 100-5165-20-05 Dental Insurance 4,653.00 4,653.00 2,743.58 278.50 58.96 1,909.42 100-5170-20-05 Life Insurance/AD&D 1,115.00 1,115.00 713.63 75.04 64.00 401.37 100-5175-20-05 Liability (TML)/Workers' Comp 1,053.00 1,053.00 675.29 82.24 64.13 377.71 100-5180-20-05 TMRS Expense 75,052.00 75,052.00 49,718.54 6,054.59 66.25 25,333.46 100-5185-20-05 Long/Short Term Disability 998.00 998.00 571.02 70.04 57.22 426.98 100-5186-20-05 WELLE-Wellness Prog Reimb Empl 3,300.00 3,300.00 1,381.10 167.48 41.85 1,918.90 100-5210-20-05 Office Supplies 4,079.00 4,079.00 2,310.47 267.37 56.64 1,768.53 100-5212-20-05 Building Supplies 1,500.00 1,500.00 1,500.00 100-5220-20-05 Office Equipment 4,699.00 4,699.00 2,349.92 59.00 50.01 2,349.08 100-5230-20-05 Dues,Fees,& Subscriptions 3,520.00 3,520.00 1,210.21 34.38 2,309.79 100-5240-20-05 Postage and Delivery 100.00 100.00 4.00 4.00 4.00 96.00 100-5280-20-05 Printing and Reproduction 300.00 300.00 300.00 100-5330-20-05 Copier Expense 600.00 600.00 754.73 140.12 125.79 - 154.73 100-5340-20-05 Building Repairs 3,000.00 3,000.00 3,000.00 100-5400-20-05 Uniform Expense 1,619.00 1,619.00 1,619.00 100-5419-20-05 IT Licenses 68,791.00 68,791.00 87,210.83 126.78 - 18,419.83 100-5480-20-05 Contracted Services 79,994.00 79,994.00 50,702.96 63.38 29,291.04 100-5520-20-05 Telephones 1,200.00 1,200.00 1,351.23 136.18 112.60 - 151.23 100-5523-20-05 Water/Sewer Charges 500.00 500.00 500.00 100-5524-20-05 Gas 1,000.00 1,000.00 913.01 92.49 91.30 86.99 100-5526-20-05 Data Network 255.00 255.00 266.22 104.40 - 11.22 100-5530-20-05 Travel 5,000.00 5,000.00 2,828.58 904.66 56.57 2,171.42 100-5533-20-05 Mileage Expense 105.70 105.70 - 105.70 100-5536-20-05 Training/Seminars 6,500.00 6,500.00 3,186.90 49.03 3,313.10 100-5600-20-05 Special Events 1,000.00 1,000.00 579.95 58.00 420.05 100-7145-20-05 Transfer to VERF 901.00 901.00 750.80 75.08 83.33 150.20 100-5110-30-01 Salaries & Wages 2,497,475.00 2,497,475.00 1,995,180.10 190,424.71 79.89 502,294.90 100-5115-30-01 Salaries - Overtime 449,699.00 61,361.56 511,060.56 370,839.24 35,459.40 72.56 140,221.32 100-5116-30-01 Salaries - FLSA Overtime 80,452.00 80,452.00 33,820.73 3,437.03 42.04 46,631.27 100-5126-30-01 Salaries-Vacation Buy-Out 5,372.00 5,372.00 5,586.00 103.98 - 214.00 100-5127-30-01 Salaries-Certification Pay 41,820.00 41,820.00 32,194.27 3,184.72 76.98 9,625.73 100-5140-30-01 Salaries - Longevity Pay 10,885.00 10,885.00 10,455.00 96.05 430.00 100-5143-30-01 Cell Phone Allowance 6,345.00 6,345.00 5,160.00 550.00 81.32 1,185.00 100-5145-30-01 Social Security Expense 192,326.00 192,326.00 143,337.79 14,025.83 74.53 48,988.21 100-5150-30-01 Medicare Expense 44,980.00 44,980.00 33,819.06 3,280.24 75.19 11,160.94 100-5155-30-01 SUTA Expense 7,137.00 7,137.00 524.05 0.97 7.34 6,612.95 100-5160-30-01 Health Insurance 255,834.00 255,834.00 230,629.74 22,280.89 90.15 25,204.26 100-5165-30-01 Dental Insurance 12,430.00 12,430.00 10,105.81 980.90 81.30 2,324.19 100-5170-30-01 Life Insurance/AD&D 10,314.00 10,314.00 8,387.98 862.78 81.33 1,926.02 100-5171-30-01 Life Insurance-Supplemental 8,000.00 8,000.00 6,241.00 78.01 1,759.00 100-5175-30-01 Liability (TML)/Workers' Comp 36,192.00 36,192.00 31,896.98 3,115.80 88.13 4,295.02 100-5180-30-01 TMRS Expense 396,000.00 396,000.00 318,763.73 30,767.49 80.50 77,236.27 28 Page 46 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5185-30-01 Long/Short Term Disability 4,378.00 4,378.00 3,297.75 333.56 75.33 1,080.25 100-5186-30-01 WELLE-Wellness Prog Reimb Empl 9,000.00 9,000.00 4,823.04 445.80 53.59 4,176.96 100-5191-30-01 Hiring Cost 500.00 500.00 500.00 100-5194-30-01 FD Annual Phy & Screening 12,600.00 12,600.00 150.00 150.00 11,035.00 1.19 1,415.00 100-5210-30-01 Office Supplies 9,500.00 9,500.00 8,275.50 1,799.63 87.11 1,224.50 100-5212-30-01 Building Supplies 12,000.00 12,000.00 10,157.73 661.84 84.65 1,842.27 100-5220-30-01 Office Equipment 7,460.00 7,460.00 10,298.05 93.44 138.04 - 2,838.05 100-5230-30-01 Dues,Fees,& Subscriptions 10,850.00 10,850.00 8,687.47 1,574.27 80.07 2,162.53 100-5240-30-01 Postage and Delivery 350.00 350.00 242.45 27.39 69.27 107.55 100-5250-30-01 Publications 700.00 700.00 700.00 100.00 100-5280-30-01 Printing and Reproduction 1,900.00 1,900.00 1,019.30 53.65 880.70 100-5290-30-01 Other Charges and Services 4,030.00 4,030.00 2,431.05 60.32 1,598.95 100-5320-30-01 Repairs & Maintenance 20,000.00 20,000.00 16,606.53 141.80 83.03 3,393.47 100-5330-30-01 Copier Expense 3,613.00 3,613.00 2,570.01 589.63 71.13 1,042.99 100-5335-30-01 Radio/Video Equip. and Repairs 6,500.00 6,500.00 6,880.14 105.85 - 380.14 100-5340-30-01 Building Repairs 45,000.00 45,000.00 31,623.31 7,632.26 70.27 13,376.69 100-5350-30-01 Vehicle Expense 60,000.00 60,000.00 55,726.18 9,439.35 92.88 4,273.82 100-5352-30-01 Fuel 25,000.00 25,000.00 23,532.29 2,910.38 94.13 1,467.71 100-5353-30-01 Oil/Grease/Inspections 1,150.00 1,150.00 453.13 17.50 39.40 696.87 100-5400-30-01 Uniform Expense 22,500.00 22,500.00 21,147.79 379.48 93.99 1,352.21 100-5410-30-01 Professional Services 19,000.00 6,765.00 25,765.00 24,350.00 94.51 1,415.00 100-5419-30-01 IT Licenses 46,492.20 46,492.20 46,492.20 100.00 100-5430-30-01 Legal Fees 4,000.00 4,000.00 1,919.00 190.00 47.98 2,081.00 100-5435-30-01 Legal Notices/Filings 115.20 - 115.20 100-5440-30-01 EMS 97,000.00 97,000.00 106,393.02 24,825.00 - 10,657.66 109.68 1,264.64 100-5445-30-01 Emergency Management 15,000.00 - 6,765.00 8,235.00 5,894.95 54.79 71.58 2,340.05 100-5480-30-01 Contracted Services 5,742.00 5,742.00 7,574.50 205.95 131.91 - 1,832.50 100-5520-30-01 Telephones 2,292.00 2,292.00 2,094.74 184.94 91.39 197.26 100-5523-30-01 Water/Sewer Charges 15,800.00 15,800.00 7,145.18 703.65 45.22 8,654.82 100-5524-30-01 Gas 4,500.00 4,500.00 3,304.93 118.27 73.44 1,195.07 100-5525-30-01 Electricity 41,500.00 41,500.00 25,747.33 3,637.46 62.04 15,752.67 100-5526-30-01 Data Network 9,820.00 2,000.00 11,820.00 8,563.27 757.18 72.45 3,256.73 100-5530-30-01 Travel 9,778.00 9,778.00 8,490.12 86.83 1,287.88 100-5533-30-01 Mileage Expense 1,905.00 1,905.00 329.09 17.28 1,575.91 100-5536-30-01 Training/Seminars 16,500.00 16,500.00 13,770.64 83.46 2,729.36 100-5610-30-01 Fire Fighting Equipment 10,500.00 10,500.00 10,738.55 3,457.78 102.27 - 238.55 100-5620-30-01 Tools & Equipment 500.00 500.00 200.05 40.01 299.95 100-5630-30-01 Safety Equipment 25,500.00 25,500.00 27,539.08 6,255.68 108.00 - 2,039.08 100-6110-30-01 Capital Expenditure 123,828.00 104,603.00 228,431.00 228,582.29 100.07 - 151.29 100-6140-30-01 Capital Expense-Equipment 27,750.00 27,750.00 27,190.63 97.98 559.37 100-6140-30-01 Aerial Ladder Truck - Equipmen 250,000.00 - 249,651.00 349.00 349.00 100.00 100-6160-30-01 Capital Expense-Vehicles 63,000.00 63,000.00 62,607.00 99.38 393.00 100-6160-30-01 Aerial Ladder Truck - Vehicle 1,400,000.00 - 1,400,000.00 100-6610-30-01 Capital Expense 28,000.00 28,000.00 17,717.94 497.95 63.28 10,282.06 100-7144-30-01 Transfer to Bond Fund 1,649,651.00 1,649,651.00 1,649,651.00 100.00 29 Page 47 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-7145-30-01 Transfer to VERF 749,246.00 749,246.00 624,371.50 62,437.15 83.33 124,874.50 100-5110-30-05 Salaries & Wages 235,840.00 235,840.00 189,357.32 19,495.38 80.29 46,482.68 100-5115-30-05 Salaries - Overtime 24,404.00 24,404.00 12,721.53 516.98 52.13 11,682.47 100-5140-30-05 Salaries - Longevity Pay 995.00 995.00 985.00 99.00 10.00 100-5143-30-05 Cell Phone Allowance 2,805.00 2,805.00 2,295.00 255.00 81.82 510.00 100-5145-30-05 Social Security Expense 16,350.00 16,350.00 11,801.53 1,154.99 72.18 4,548.47 100-5150-30-05 Medicare Expense 3,824.00 3,824.00 2,760.05 270.12 72.18 1,063.95 100-5155-30-05 SUTA Expense 486.00 486.00 27.00 5.56 459.00 100-5160-30-05 Health Insurance 22,198.00 22,198.00 17,642.96 1,958.28 79.48 4,555.04 100-5165-30-05 Dental Insurance 1,255.00 1,255.00 965.78 105.02 76.96 289.22 100-5170-30-05 Life Insurance/AD&D 810.00 810.00 812.76 93.78 100.34 - 2.76 100-5175-30-05 Liability (TML)/Workers' Comp 2,622.00 2,622.00 2,322.77 238.70 88.59 299.23 100-5180-30-05 TMRS Expense 35,720.00 35,720.00 27,549.50 2,711.68 77.13 8,170.50 100-5185-30-05 Long/Short Term Disability 451.00 451.00 337.47 37.03 74.83 113.53 100-5186-30-05 WELLE-Wellness Prog Reimb Empl 1,650.00 1,650.00 325.00 19.70 1,325.00 100-5193-30-05 Records Retention 250.00 250.00 250.00 100-5194-30-05 FD Annual Phy & Screening 1,678.00 1,678.00 1,620.00 58.00 100-5210-30-05 Office Supplies 350.00 350.00 393.74 112.50 - 43.74 100-5215-30-05 Ammunition 1,250.00 1,250.00 1,249.12 99.93 0.88 100-5220-30-05 Office Equipment 3,765.00 2,500.00 6,265.00 6,847.43 - 322.52 109.30 - 582.43 100-5230-30-05 Dues,Fees,& Subscriptions 750.00 750.00 800.03 50.00 106.67 - 50.03 100-5240-30-05 Postage and Delivery 100.00 100.00 101.54 27.20 101.54 - 1.54 100-5250-30-05 Publications 1,050.00 1,050.00 1,155.95 110.09 - 105.95 100-5280-30-05 Printing and Reproduction 500.00 500.00 284.25 56.85 215.75 100-5295-30-05 Public Education/Fire Prevent 4,000.00 4,000.00 3,803.16 95.08 196.84 100-5335-30-05 Radio/Video Equip. and Repairs 500.00 500.00 1,000.00 149.00 14.90 851.00 100-5350-30-05 Vehicle Expense 5,000.00 - 1,500.00 3,500.00 957.61 537.46 27.36 2,542.39 100-5352-30-05 Fuel 5,000.00 - 1,500.00 3,500.00 1,495.00 198.03 42.71 2,005.00 100-5353-30-05 Oil/Grease/Inspections 900.00 900.00 10.25 1.14 889.75 100-5400-30-05 Uniform Expense 3,550.00 3,550.00 2,752.65 77.54 797.35 100-5430-30-05 Legal Fees 2,500.00 2,500.00 1,425.00 57.00 1,075.00 100-5480-30-05 Contracted Services 2,150.00 - 1,022.13 1,127.87 1,616.08 143.29 - 488.21 100-5526-30-05 Data Network 1,845.00 1,845.00 1,139.70 113.97 61.77 705.30 100-5530-30-05 Travel 2,924.00 2,924.00 2,949.24 100.86 - 25.24 100-5533-30-05 Mileage Expense 250.00 250.00 250.00 100-5536-30-05 Training/Seminars 5,700.00 5,700.00 4,752.30 50.00 83.37 947.70 100-5620-30-05 Tools & Equipment 700.00 700.00 628.30 89.76 71.70 100-5630-30-05 Safety Equipment 8,500.00 8,500.00 4,435.97 1,881.94 4,737.67 52.19 - 673.64 100-5640-30-05 Signs & Hardware 350.00 350.00 247.41 70.69 102.59 100-6140-30-05 Capital Expense-Equipment 5,000.00 1,022.13 6,022.13 6,022.13 100.00 100-6160-30-05 Capital Expense-Vehicles 46,000.00 46,000.00 44,991.50 97.81 1,008.50 100-7145-30-05 Transfer to VERF 15,953.00 15,953.00 13,294.20 1,329.42 83.33 2,658.80 100-5110-40-01 Salaries & Wages 973,958.00 973,958.00 754,840.29 72,874.25 77.50 219,117.71 100-5115-40-01 Salaries - Overtime 7,500.00 7,500.00 731.31 9.75 6,768.69 100-5140-40-01 Salaries - Longevity Pay 2,840.00 2,840.00 2,630.00 92.61 210.00 30 Page 48 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5143-40-01 Cell Phone Allowance 3,900.00 3,900.00 3,970.00 405.00 101.80 - 70.00 100-5145-40-01 Social Security Expense 61,295.00 61,295.00 43,248.18 4,144.57 70.56 18,046.82 100-5150-40-01 Medicare Expense 14,336.00 14,336.00 10,114.48 969.27 70.55 4,221.52 100-5155-40-01 SUTA Expense 2,592.00 2,592.00 270.57 10.44 2,321.43 100-5160-40-01 Health Insurance 128,249.00 128,249.00 99,597.06 8,343.98 77.66 28,651.94 100-5165-40-01 Dental Insurance 6,820.00 6,820.00 5,224.30 484.96 76.60 1,595.70 100-5170-40-01 Life Insurance/AD&D 1,776.00 1,776.00 1,426.51 141.45 80.32 349.49 100-5175-40-01 Liability (TML)/Workers' Comp 3,494.00 3,494.00 2,700.07 259.17 77.28 793.93 100-5180-40-01 TMRS Expense 133,952.00 133,952.00 102,871.74 9,897.15 76.80 31,080.26 100-5185-40-01 Long/Short Term Disability 1,851.00 1,851.00 1,364.38 135.72 73.71 486.62 100-5186-40-01 WELLE-Wellness Prog Reimb Empl 3,450.00 3,450.00 1,320.26 167.48 38.27 2,129.74 100-5210-40-01 Office Supplies 5,300.00 5,300.00 3,375.72 239.03 63.69 1,924.28 100-5220-40-01 Office Equipment 4,655.00 4,655.00 3,534.46 75.93 1,120.54 100-5230-40-01 Dues,Fees,& Subscriptions 1,700.00 1,700.00 1,968.50 542.50 115.79 - 268.50 100-5240-40-01 Postage and Delivery 50.00 50.00 1.39 2.78 48.61 100-5250-40-01 Publications 19,019.00 19,019.00 16,104.55 84.68 2,914.45 100-5280-40-01 Printing and Reproduction 1,000.00 1,000.00 288.41 28.84 711.59 100-5290-40-01 Other Charges and Services 277.00 - 277.00 100-5330-40-01 Copier Expense 2,000.00 2,000.00 2,296.74 129.23 114.84 - 296.74 100-5350-40-01 Vehicle Expense 5,545.00 4,500.00 10,045.00 6,520.37 2,480.09 64.91 3,524.63 100-5352-40-01 Fuel 9,700.00 9,700.00 5,436.35 772.23 56.05 4,263.65 100-5353-40-01 Oil/Grease/Inspections 1,485.00 1,485.00 458.54 30.88 1,026.46 100-5400-40-01 Uniform Expense 3,750.00 3,750.00 2,868.27 76.49 881.73 100-5410-40-01 Professional Services 474,500.00 - 37,548.00 436,952.00 171,048.48 78,451.52 39.15 187,452.00 100-5418-40-01 IT Fees 50,882.00 50,882.00 50,381.50 99.02 500.50 100-5419-40-01 IT Licenses 2,500.00 2,500.00 2,500.00 100-5430-40-01 Legal Fees 5,500.00 5,500.00 1,687.00 30.67 3,813.00 100-5465-40-01 Public Relations 500.00 500.00 140.82 28.16 359.18 100-5475-40-01 Credit Card Fees 12,000.00 12,000.00 11,722.77 991.55 97.69 277.23 100-5480-40-01 Contracted Services 3,000.00 3,000.00 2,152.95 71.77 847.05 100-5526-40-01 Data Network 4,320.00 4,320.00 3,411.75 341.91 78.98 908.25 100-5530-40-01 Travel 9,746.00 9,746.00 2,615.11 1,704.71 26.83 7,130.89 100-5533-40-01 Mileage Expense 2,214.00 2,214.00 648.37 29.29 1,565.63 100-5536-40-01 Training/Seminars 16,020.00 16,020.00 11,315.61 836.00 70.63 4,704.39 100-5620-40-01 Tools & Equipment 1,450.00 1,450.00 770.82 53.16 679.18 100-5630-40-01 Safety Equipment 1,750.00 1,750.00 1,134.27 18.99 64.82 615.73 100-7145-40-01 Transfer to VERF 31,757.00 31,757.00 26,464.20 2,646.42 83.33 5,292.80 100-5110-40-02 Salaries & Wages 118,004.00 118,004.00 99,469.10 9,657.46 84.29 18,534.90 100-5115-40-02 Salaries - Overtime 400.00 400.00 105.96 26.49 294.04 100-5140-40-02 Salaries - Longevity Pay 510.00 510.00 505.00 99.02 5.00 100-5143-40-02 Cell Phone Allowance 900.00 900.00 900.00 100-5145-40-02 Social Security Expense 7,432.00 7,432.00 5,784.21 556.40 77.83 1,647.79 100-5150-40-02 Medicare Expense 1,739.00 1,739.00 1,352.76 130.13 77.79 386.24 100-5155-40-02 SUTA Expense 324.00 324.00 18.00 5.56 306.00 100-5160-40-02 Health Insurance 16,882.00 16,882.00 13,103.20 1,310.32 77.62 3,778.80 31 Page 49 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5165-40-02 Dental Insurance 884.00 884.00 709.06 67.10 80.21 174.94 100-5170-40-02 Life Insurance/AD&D 233.00 233.00 187.60 18.76 80.52 45.40 100-5175-40-02 Liability (TML)/Workers' Comp 504.00 504.00 422.41 40.77 83.81 81.59 100-5180-40-02 TMRS Expense 16,243.00 16,243.00 13,622.82 1,315.37 83.87 2,620.18 100-5185-40-02 Long/Short Term Disability 225.00 225.00 180.08 18.36 80.04 44.92 100-5186-40-02 WELLE-Wellness Prog Reimb Empl 600.00 600.00 500.00 50.00 83.33 100.00 100-5210-40-02 Office Supplies 500.00 500.00 43.18 8.64 456.82 100-5220-40-02 Office Equipment 200.00 200.00 735.13 367.57 - 535.13 100-5230-40-02 Dues,Fees,& Subscriptions 1,068.00 1,068.00 550.00 51.50 518.00 100-5240-40-02 Postage and Delivery 750.00 750.00 299.28 23.45 39.90 450.72 100-5280-40-02 Printing and Reproduction 400.00 2,500.00 2,900.00 125.41 4.32 2,774.59 100-5330-40-02 Copier Expense 50.00 50.00 32.43 6.47 64.86 17.57 100-5350-40-02 Vehicle Expense 2,150.00 2,027.00 4,177.00 3,496.42 57.39 83.71 680.58 100-5352-40-02 Fuel 1,440.00 1,440.00 832.11 103.92 57.79 607.89 100-5353-40-02 Oil/Grease/Inspections 340.00 340.00 34.69 10.20 305.31 100-5400-40-02 Uniform Expense 600.00 600.00 290.81 48.47 309.19 100-5418-40-02 IT Fees 440.00 440.00 440.00 100.00 100-5430-40-02 Legal Fees 2,250.00 2,250.00 855.00 57.00 38.00 1,395.00 100-5435-40-02 Legal Notices/Filings 250.00 250.00 60.00 24.00 190.00 100-5480-40-02 Contracted Services 109,200.00 9,671.00 118,871.00 95,027.00 25,589.25 4,800.00 79.94 19,044.00 100-5520-40-02 Telephones 510.00 450.00 960.00 757.61 76.47 78.92 202.39 100-5526-40-02 Data Network 912.00 912.00 750.38 75.98 82.28 161.62 100-5530-40-02 Travel 2,580.00 2,580.00 1,341.79 50.86 52.01 1,238.21 100-5533-40-02 Mileage Expense 350.00 110.00 460.00 459.24 99.84 0.76 100-5536-40-02 Training/Seminars 2,410.00 2,410.00 1,747.20 72.50 662.80 100-5600-40-02 Special Events 250.00 250.00 250.00 100-5620-40-02 Tools & Equipment 400.00 400.00 161.12 40.28 238.88 100-5630-40-02 Safety Equipment 4.99 4.99 - 4.99 100-5640-40-02 Signs & Hardware 500.00 500.00 284.45 56.89 215.55 100-7145-40-02 Transfer to VERF 8,619.00 8,619.00 7,182.50 718.25 83.33 1,436.50 100-5110-40-03 Salaries & Wages 401,827.00 401,827.00 303,824.51 29,219.22 75.61 98,002.49 100-5115-40-03 Salaries - Overtime 2,000.00 2,000.00 1,403.21 59.51 70.16 596.79 100-5126-40-03 Salaries-Vacation Buy-Out 3,662.00 3,662.00 3,812.52 104.11 - 150.52 100-5140-40-03 Salaries - Longevity Pay 1,370.00 1,370.00 1,365.00 99.64 5.00 100-5143-40-03 Cell Phone Allowance 2,460.00 2,460.00 2,300.00 230.00 93.50 160.00 100-5145-40-03 Social Security Expense 25,520.00 25,520.00 17,917.35 1,698.39 70.21 7,602.65 100-5150-40-03 Medicare Expense 5,969.00 5,969.00 4,190.34 397.20 70.20 1,778.66 100-5155-40-03 SUTA Expense 810.00 810.00 142.27 17.56 667.73 100-5160-40-03 Health Insurance 53,405.00 53,405.00 49,958.40 4,334.28 93.55 3,446.60 100-5165-40-03 Dental Insurance 2,333.00 2,333.00 1,907.85 182.44 81.78 425.15 100-5170-40-03 Life Insurance/AD&D 615.00 615.00 509.70 51.42 82.88 105.30 100-5175-40-03 Liability (TML)/Workers' Comp 1,072.00 1,072.00 822.28 78.77 76.71 249.72 100-5180-40-03 TMRS Expense 55,772.00 55,772.00 42,272.36 4,044.19 75.80 13,499.64 100-5185-40-03 Long/Short Term Disability 764.00 764.00 548.49 55.50 71.79 215.51 100-5186-40-03 WELLE-Wellness Prog Reimb Empl 1,800.00 1,800.00 1,274.12 139.16 70.78 525.88 32 Page 50 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5210-40-03 Office Supplies 6,100.00 6,100.00 3,416.37 67.43 56.01 2,683.63 100-5220-40-03 Office Equipment 1,420.00 1,420.00 1,575.09 110.92 - 155.09 100-5230-40-03 Dues,Fees,& Subscriptions 3,200.00 3,200.00 2,662.98 83.22 537.02 100-5240-40-03 Postage and Delivery 550.00 550.00 200.79 82.20 36.51 349.21 100-5280-40-03 Printing and Reproduction 2,000.00 2,000.00 150.11 7.51 1,849.89 100-5290-40-03 Other Charges and Services 125.28 - 125.28 100-5330-40-03 Copier Expense 3,000.00 3,000.00 1,623.76 110.32 54.13 1,376.24 100-5400-40-03 Uniform Expense 750.00 750.00 680.61 90.75 69.39 100-5410-40-03 Professional Services 109,500.00 70,879.99 180,379.99 157,842.86 23,208.86 9,900.00 87.51 12,637.13 100-5418-40-03 IT Fees 2,000.00 2,000.00 1,007.50 50.38 992.50 100-5419-40-03 IT Licenses 2,106.00 2,545.01 4,651.01 4,651.01 100.00 100-5430-40-03 Legal Fees 15,000.00 15,000.00 11,298.38 2,015.50 75.32 3,701.62 100-5435-40-03 Legal Notices/Filings 1,899.00 1,899.00 1,899.00 100.00 100-5480-40-03 Contracted Services 3,000.00 3,000.00 3,000.00 100-5520-40-03 Telephones 750.00 750.00 750.00 100-5526-40-03 Data Network 3,360.00 3,360.00 3,039.20 303.92 90.45 320.80 100-5530-40-03 Travel 5,000.00 5,000.00 4,082.21 1,686.08 81.64 917.79 100-5533-40-03 Mileage Expense 600.00 600.00 352.43 58.74 247.57 100-5536-40-03 Training/Seminars 4,730.00 4,730.00 2,725.78 57.63 2,004.22 100-7145-40-03 Transfer to VERF 1,328.00 1,328.00 1,106.70 110.67 83.34 221.30 100-5110-50-01 Salaries & Wages 276,167.00 276,167.00 194,060.88 21,194.87 70.27 82,106.12 100-5115-50-01 Salaries - Overtime 6,100.00 6,100.00 5,435.84 647.84 89.11 664.16 100-5140-50-01 Salaries - Longevity Pay 1,840.00 1,840.00 1,795.00 97.55 45.00 100-5145-50-01 Social Security Expense 17,625.00 17,625.00 11,550.79 1,272.58 65.54 6,074.21 100-5150-50-01 Medicare Expense 4,122.00 4,122.00 2,701.40 297.62 65.54 1,420.60 100-5155-50-01 SUTA Expense 972.00 972.00 45.91 0.91 4.72 926.09 100-5160-50-01 Health Insurance 57,175.00 57,175.00 32,926.79 2,768.04 57.59 24,248.21 100-5165-50-01 Dental Insurance 2,640.00 2,640.00 1,656.13 169.74 62.73 983.87 100-5170-50-01 Life Insurance/AD&D 616.00 616.00 431.48 46.90 70.05 184.52 100-5175-50-01 Liability (TML)/Workers' Comp 9,780.00 9,780.00 7,271.38 802.72 74.35 2,508.62 100-5180-50-01 TMRS Expense 38,513.00 38,513.00 27,400.19 2,973.23 71.15 11,112.81 100-5185-50-01 Long/Short Term Disability 526.00 526.00 335.86 36.19 63.85 190.14 100-5186-50-01 WELLE-Wellness Prog Reimb Empl 1,650.00 1,650.00 1,000.00 100.00 60.61 650.00 100-5210-50-01 Office Supplies 1,000.00 1,000.00 57.58 5.76 942.42 100-5220-50-01 Office Equipment 3,142.00 3,142.00 3,142.00 100-5230-50-01 Dues,Fees,& Subscriptions 400.00 400.00 200.00 50.00 200.00 100-5310-50-01 Rental Expense 36,000.00 36,000.00 19,778.93 3,581.26 54.94 16,221.07 100-5320-50-01 Repairs & Maintenance 2,600.00 2,600.00 2,600.00 100-5321-50-01 Signal Light Repairs 15,000.00 44,000.00 59,000.00 46,987.62 9,523.00 6,364.00 79.64 5,648.38 100-5340-50-01 Building Repairs 2,500.00 2,500.00 2,313.96 92.56 186.04 100-5350-50-01 Vehicle Expense 14,000.00 - 2,000.00 12,000.00 11,311.03 192.59 94.26 688.97 100-5351-50-01 Equipment Expense/Repair 2,000.00 2,000.00 3,618.60 44.95 180.93 - 1,618.60 100-5352-50-01 Fuel 9,000.00 9,000.00 6,236.37 773.27 69.29 2,763.63 100-5353-50-01 Oil/Grease/Inspections 400.00 1,000.00 1,400.00 1,055.02 75.36 344.98 100-5400-50-01 Uniform Expense 4,800.00 4,800.00 2,935.20 184.00 61.15 1,864.80 33 Page 51 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5410-50-01 Coleman (Gorgeous-Prosper Trl) 375,000.00 - 375,000.00 100-5430-50-01 Legal Fees 11,627.00 11,627.00 76.00 0.65 11,551.00 100-5480-50-01 Contracted Services 1,277,625.00 7,206.00 1,284,831.00 230,199.56 5,505.00 743,748.65 17.92 310,882.79 100-5520-50-01 Telephones 1,788.00 1,788.00 1,603.22 359.81 89.67 184.78 100-5523-50-01 Water/Sewer Charges 300.00 300.00 251.57 27.83 83.86 48.43 100-5525-50-01 Electricity 3,000.00 3,000.00 2,500.00 250.00 83.33 500.00 100-5526-50-01 Data Network 100.00 120.00 220.00 197.74 11.01 89.88 22.26 100-5527-50-01 Electricity - Street Lights 184,300.00 184,300.00 186,931.00 19,197.03 101.43 - 2,631.00 100-5530-50-01 Travel 600.00 600.00 414.51 414.51 69.09 185.49 100-5536-50-01 Training/Seminars 2,400.00 741.00 3,141.00 3,639.00 498.00 115.86 - 498.00 100-5620-50-01 Tools & Equipment 7,700.00 7,700.00 4,204.16 54.60 3,495.84 100-5630-50-01 Safety Equipment 4,800.00 4,800.00 2,102.57 628.25 43.80 2,697.43 100-5640-50-01 Signs & Hardware 55,000.00 16,000.00 71,000.00 39,100.24 17,785.96 30,696.00 55.07 1,203.76 100-5650-50-01 Maintenance Materials 103,600.00 - 861.00 102,739.00 91,955.64 6,556.56 89.50 10,783.36 100-6110-50-01 Capital Expenditure 730,000.00 - 730,000.00 100-6140-50-01 Capital Expense-Equipment 81,278.00 81,278.00 77,472.00 95.32 3,806.00 100-6160-50-01 Capital Expense-Vehicles 46,100.00 46,100.00 39,454.34 599.98 85.58 6,645.66 100-7144-50-01 Transfer to Bond Fund 1,960,205.00 1,960,205.00 1,960,205.00 38,000.00 100.00 100-7145-50-01 Transfer to VERF 33,608.00 33,608.00 28,006.70 2,800.67 83.33 5,601.30 100-5212-50-05 BUILDING SUPPLIES 13,425.00 13,425.00 940.42 111.73 7.01 12,484.58 100-5340-50-05 BUILDING REPAIRS 914.37 479.32 - 914.37 100-5480-50-05 CONTRACTED SERVICES 130,000.00 130,000.00 109,970.82 9,252.52 20,029.18 84.59 100-5523-50-05 WATER/SEWER CHARGES 9,000.00 9,000.00 4,427.73 1,022.84 49.20 4,572.27 100-5524-50-05 GAS 200.00 200.00 200.00 100-5525-50-05 ELECTRICITY 120,000.00 120,000.00 66,135.95 6,744.32 55.11 53,864.05 100-5110-60-01 Salaries & Wages 315,866.00 - 12,000.00 303,866.00 234,301.01 24,526.90 77.11 69,564.99 100-5115-60-01 Salaries - Overtime 500.00 500.00 5,839.78 295.93 1,167.96 - 5,339.78 100-5140-60-01 Salaries - Longevity Pay 795.00 795.00 630.00 79.25 165.00 100-5143-60-01 Cell Phone Allowance 2,940.00 2,940.00 2,460.00 270.00 83.67 480.00 100-5145-60-01 Social Security Expense 19,854.00 19,854.00 14,103.48 1,466.98 71.04 5,750.52 100-5150-60-01 Medicare Expense 4,644.00 4,644.00 3,298.40 343.08 71.03 1,345.60 100-5155-60-01 SUTA Expense 648.00 648.00 36.00 5.56 612.00 100-5160-60-01 Health Insurance 34,464.00 34,464.00 30,126.86 2,812.62 87.42 4,337.14 100-5165-60-01 Dental Insurance 1,848.00 1,848.00 1,262.88 139.16 68.34 585.12 100-5170-60-01 Life Insurance/AD&D 465.00 465.00 267.70 29.64 57.57 197.30 100-5175-60-01 Liability (TML)/Workers' Comp 2,663.00 2,663.00 2,085.75 203.77 78.32 577.25 100-5180-60-01 TMRS Expense 43,392.00 43,392.00 32,731.23 3,375.57 75.43 10,660.77 100-5185-60-01 Long/Short Term Disability 600.00 600.00 413.98 46.61 69.00 186.02 100-5186-60-01 WELLE-Wellness Prog Reimb Empl 1,800.00 1,800.00 891.60 89.16 49.53 908.40 100-5210-60-01 Office Supplies 2,000.00 2,000.00 1,612.09 906.82 80.61 387.91 100-5212-60-01 Building Supplies 500.00 500.00 240.19 48.04 259.81 100-5220-60-01 Office Equipment 1,841.11 - 1,841.11 100-5230-60-01 Dues,Fees,& Subscriptions 2,500.00 2,500.00 1,110.00 44.40 1,390.00 100-5240-60-01 Postage and Delivery 50.00 50.00 7.73 15.46 42.27 100-5280-60-01 Printing and Reproduction 150.00 150.00 309.64 206.43 - 159.64 34 Page 52 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5320-60-01 Repairs & Maintenance 209.75 - 209.75 100-5330-60-01 Copier Expense 2,800.00 2,800.00 1,037.93 37.07 1,762.07 100-5340-60-01 Building Repairs 68,500.00 29,000.00 97,500.00 94,799.13 48,109.44 3,269.75 97.23 - 568.88 100-5352-60-01 Fuel 28.00 - 28.00 100-5400-60-01 Uniform Expense 400.00 400.00 165.00 41.25 235.00 100-5410-60-01 Professional Services 74,000.00 - 39,000.00 35,000.00 35,065.39 2,625.00 18,154.61 100.19 - 18,220.00 100-5410-60-01 Prof Svcs. Town Hall Open Spac 52,000.00 52,000.00 13,107.95 17,368.05 25.21 21,524.00 100-5419-60-01 IT Licenses 600.00 600.00 378.60 63.10 221.40 100-5430-60-01 Legal Fees 7,500.00 7,500.00 10,317.70 1,501.00 137.57 - 2,817.70 100-5435-60-01 Legal Notices/Filings 250.00 250.00 300.00 120.00 - 50.00 100-5480-60-01 Contracted Services 3,120.00 3,120.00 7,250.00 800.00 232.37 - 4,130.00 100-5520-60-01 Telephones 420.00 420.00 360.21 36.28 85.76 59.79 100-5523-60-01 Water/Sewer Charges 1,180.00 1,180.00 565.36 57.33 47.91 614.64 100-5524-60-01 GAS 2,275.00 2,275.00 682.35 46.02 29.99 1,592.65 100-5525-60-01 Electricity 6,570.00 - 4,000.00 2,570.00 1,720.15 208.72 66.93 849.85 100-5526-60-01 Data Network 6,000.00 6,000.00 1,287.05 138.41 21.45 4,712.95 100-5530-60-01 Travel 4,000.00 4,000.00 302.28 145.00 7.56 3,697.72 100-5533-60-01 Mileage Expense 2,000.00 2,000.00 1,050.62 68.38 52.53 949.38 100-5536-60-01 Training/Seminars 7,500.00 7,500.00 2,917.87 38.91 4,582.13 100-5600-60-01 Special Events 140,000.00 140,000.00 124,182.69 1,343.19 88.70 15,817.31 100-5601-60-01 Event - Prosper Christmas 79,300.00 79,300.00 78,018.53 - 1,970.00 98.38 3,251.47 100-7144-60-01 Transfer to Bond Fund 158,194.00 158,194.00 158,194.00 100.00 100-7145-60-01 Transfer to VERF 1,979.00 1,979.00 1,649.20 164.92 83.34 329.80 100-5110-60-02 Salaries & Wages 884,606.00 884,606.00 650,719.55 65,996.18 73.56 233,886.45 100-5115-60-02 Salaries - Overtime 16,117.00 16,117.00 15,846.11 2,496.44 98.32 270.89 100-5126-60-02 Salaries-Vacation Buy-Out 14,485.00 14,485.00 6,909.68 47.70 7,575.32 100-5140-60-02 Salaries - Longevity Pay 4,600.00 4,600.00 4,465.00 97.07 135.00 100-5143-60-02 Cell Phone Allowance 4,860.00 4,860.00 6,600.00 780.00 135.80 - 1,740.00 100-5145-60-02 Social Security Expense 57,567.00 57,567.00 38,736.61 3,942.22 67.29 18,830.39 100-5150-60-02 Medicare Expense 13,464.00 13,464.00 9,059.39 921.96 67.29 4,404.61 100-5155-60-02 SUTA Expense 3,240.00 3,240.00 353.58 0.91 10.91 2,886.42 100-5160-60-02 Health Insurance 176,901.00 176,901.00 163,896.80 14,213.50 92.65 13,004.20 100-5165-60-02 Dental Insurance 7,776.00 7,776.00 5,740.78 585.18 73.83 2,035.22 100-5170-60-02 Life Insurance/AD&D 2,078.00 2,078.00 1,660.26 178.22 79.90 417.74 100-5175-60-02 Liability (TML)/Workers' Comp 17,425.00 17,425.00 13,248.07 1,351.59 76.03 4,176.93 100-5180-60-02 TMRS Expense 120,597.00 120,597.00 92,298.64 9,330.53 76.54 28,298.36 100-5185-60-02 Long/Short Term Disability 1,691.00 1,691.00 1,165.06 124.08 68.90 525.94 100-5186-60-02 WELLE-Wellness Prog Reimb Empl 6,150.00 6,150.00 3,512.74 367.48 57.12 2,637.26 100-5210-60-02 Office Supplies 500.00 500.00 723.17 144.63 - 223.17 100-5212-60-02 Building Supplies 1,500.00 1,500.00 946.31 63.09 553.69 100-5213-60-02 Custodial Supplies 6,000.00 6,000.00 5,283.65 88.06 716.35 100-5220-60-02 Office Equipment 3,461.00 3,461.00 2,458.39 71.03 1,002.61 100-5230-60-02 Dues,Fees,& Subscriptions 1,238.00 1,238.00 2,111.15 170.53 - 873.15 100-5310-60-02 Rental Expense 41,000.00 41,000.00 36,264.47 2,805.00 2,805.00 88.45 1,930.53 100-5320-60-02 Repairs & Maintenance 69,410.00 - 21,000.00 48,410.00 25,851.08 3,069.98 53.40 22,558.92 35 Page 53 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5322-60-02 Irrigation Repairs 13,000.00 13,000.00 14,516.77 4,929.09 111.67 - 1,516.77 100-5323-60-02 Field Maintenance 54,150.00 54,150.00 37,855.51 13,209.10 8,370.00 69.91 7,924.49 100-5324-60-02 Landscape Maintenance 15,000.00 15,000.00 13,416.32 27.95 89.44 1,583.68 100-5330-60-02 Copier Expense 237.00 237.00 113.88 7.29 48.05 123.12 100-5350-60-02 Vehicle Expense 8,000.00 8,000.00 6,312.87 368.90 78.91 1,687.13 100-5351-60-02 Equipment Expense/Repair 5,156.32 1,596.77 - 5,156.32 100-5352-60-02 Fuel 15,470.00 15,470.00 11,972.29 1,951.70 77.39 3,497.71 100-5353-60-02 Oil/Grease/Inspections 1,500.00 1,500.00 1,599.84 49.75 106.66 - 99.84 100-5355-60-02 Chemicals/Fertilizer 136,510.00 - 21,000.00 115,510.00 57,736.94 7,948.69 36,000.00 49.98 21,773.06 100-5400-60-02 Uniform Expense 11,635.00 11,635.00 10,587.24 745.29 91.00 1,047.76 100-5430-60-02 Legal Fees 38.00 - 38.00 100-5480-60-02 Contracted Services 282,632.00 969.23 283,601.23 202,989.16 38,076.75 67,708.00 71.58 12,904.07 100-5520-60-02 Telephones 4,165.00 4,165.00 3,053.25 290.83 73.31 1,111.75 100-5523-60-02 Water/Sewer Charges 179,788.00 179,788.00 61,760.98 17,412.33 34.35 118,027.02 100-5525-60-02 Electricity 160,000.00 160,000.00 123,400.32 13,782.46 77.13 36,599.68 100-5526-60-02 Data Network 800.00 800.00 379.90 37.99 47.49 420.10 100-5530-60-02 Travel 4,305.00 4,305.00 2,750.74 460.14 63.90 1,554.26 100-5533-60-02 Mileage Expense 150.00 150.00 1,126.00 734.28 750.67 - 976.00 100-5536-60-02 Training/Seminars 4,170.00 4,170.00 2,275.00 54.56 1,895.00 100-5620-60-02 Tools & Equipment 4,350.00 2,600.00 6,950.00 4,031.36 58.01 2,918.64 100-5630-60-02 Safety Equipment 2,995.00 2,995.00 609.08 20.34 2,385.92 100-5640-60-02 Signs & Hardware 6,200.00 6,200.00 3,479.49 56.12 2,720.51 100-6110-60-02 Capital Expenditure 18,400.00 18,400.00 18,400.00 100-6140-60-02 Capital Expense-Equipment 65,000.00 - 3,469.23 61,530.77 57,261.00 2,615.00 93.06 4,269.77 100-6160-60-02 Capital Expense-Vehicles 66,600.00 2,500.00 69,100.00 72,330.24 104.68 - 3,230.24 100-7145-60-02 Transfer to VERF 73,415.00 73,415.00 61,179.20 6,117.92 83.33 12,235.80 100-5110-60-03 Salaries & Wages 99,567.00 - 15,000.00 84,567.00 40,201.37 6,723.94 47.54 44,365.63 100-5140-60-03 Salaries - Longevity Pay 290.00 290.00 290.00 100-5143-60-03 CELL PHONE ALLOWANCE 440.00 440.00 440.00 100-5145-60-03 Social Security Expense 6,192.00 6,192.00 2,456.88 413.10 39.68 3,735.12 100-5150-60-03 Medicare Expense 1,448.00 1,448.00 574.60 96.61 39.68 873.40 100-5155-60-03 SUTA Expense 324.00 324.00 94.88 3.20 29.28 229.12 100-5160-60-03 Health Insurance 5,522.00 5,522.00 5,939.20 518.92 107.56 - 417.20 100-5165-60-03 Dental Insurance 363.00 363.00 374.66 64.80 103.21 - 11.66 100-5170-60-03 Life Insurance/AD&D 159.00 159.00 103.18 18.76 64.89 55.82 100-5175-60-03 Liability (TML)/Workers' Comp 888.00 888.00 703.43 117.66 79.22 184.57 100-5180-60-03 TMRS Expense 13,523.00 13,523.00 5,445.16 911.09 40.27 8,077.84 100-5185-60-03 Long/Short Term Disability 190.00 190.00 73.08 12.78 38.46 116.92 100-5186-60-03 WELLE-Wellness Prog Reimb Empl 550.00 550.00 550.00 100-5210-60-03 Office Supplies 150.00 150.00 150.00 100-5220-60-03 Office Equipment 3,350.00 3,350.00 1,648.22 1,024.53 49.20 1,701.78 100-5230-60-03 Dues,Fees,& Subscriptions 85.00 85.00 30.00 35.29 55.00 100-5240-60-03 Postage and Delivery 4,330.00 4,330.00 64.39 2,057.19 1.49 2,208.42 100-5260-60-03 Advertising 2,000.00 2,000.00 2,000.00 100-5280-60-03 Printing and Reproduction 3,115.00 3,115.00 327.53 1,390.05 10.52 1,397.42 36 Page 54 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5475-60-03 Credit Card Fees 3,161.34 557.05 - 3,161.34 100-5520-60-03 Telephones 525.00 525.00 525.00 100-5533-60-03 Mileage Expense 23.14 - 23.14 100-5536-60-03 Training/Seminars 200.00 200.00 200.00 100-5600-60-03 Special Events 28,725.00 5,000.00 33,725.00 22,080.42 7,730.57 65.47 11,644.58 100-5995-60-03 Recreation Activities 59,500.00 59,500.00 43,621.58 14,459.85 73.31 15,878.42 100-5110-60-05 Salaries & Wages 296,805.00 - 24,150.00 272,655.00 218,754.08 21,689.32 80.23 53,900.92 100-5115-60-05 Salaries - Overtime 175.28 - 175.28 100-5126-60-05 Salaries-Vacation Buy-Out 2,122.00 2,122.00 2,121.32 99.97 0.68 100-5140-60-05 Salaries - Longevity Pay 270.00 270.00 265.00 98.15 5.00 100-5145-60-05 Social Security Expense 18,555.00 18,555.00 13,272.19 1,295.44 71.53 5,282.81 100-5150-60-05 Medicare Expense 4,339.00 4,339.00 3,104.02 302.97 71.54 1,234.98 100-5155-60-05 SUTA Expense 1,296.00 1,296.00 365.82 7.49 28.23 930.18 100-5160-60-05 Health Insurance 27,909.00 27,909.00 19,887.02 1,799.42 71.26 8,021.98 100-5165-60-05 Dental Insurance 1,715.00 1,715.00 788.58 99.66 45.98 926.42 100-5170-60-05 Life Insurance/AD&D 580.00 580.00 207.48 21.01 35.77 372.52 100-5175-60-05 Liability (TML)/Workers' Comp 649.00 649.00 459.52 43.14 70.80 189.48 100-5180-60-05 TMRS Expense 32,961.00 32,961.00 19,401.37 2,122.57 58.86 13,559.63 100-5185-60-05 Long/Short Term Disability 458.00 458.00 251.39 26.99 54.89 206.61 100-5186-60-05 WELLE-Wellness Prog Reimb Empl 2,400.00 2,400.00 2,400.00 100-5210-60-05 Office Supplies 3,995.00 3,995.00 5,124.06 136.01 128.26 - 1,129.06 100-5212-60-05 Building Supplies 54.94 - 54.94 100-5220-60-05 Office Equipment 9,200.00 1,600.00 10,800.00 12,306.34 3,306.02 113.95 - 1,506.34 100-5230-60-05 Dues,Fees,& Subscriptions 5,500.00 14,900.00 20,400.00 10,295.77 13.98 3,300.00 50.47 6,804.23 100-5240-60-05 Postage and Delivery 400.00 400.00 485.22 55.02 121.31 - 85.22 100-5280-60-05 Printing and Reproduction 400.00 400.00 554.97 138.74 - 154.97 100-5281-60-05 Book Purchases 28,000.00 13,300.00 41,300.00 37,114.25 2,290.36 4,000.00 89.87 185.75 100-5282-60-05 DVD Purchases 1,500.00 1,500.00 1,650.28 255.88 110.02 - 150.28 100-5283-60-05 Audiobook Purchases 1,700.00 - 1,000.00 700.00 601.87 29.99 85.98 98.13 100-5284-60-05 Other Collect. Item Purchases 6,617.00 - 850.00 5,767.00 4,431.94 5.35 76.85 1,335.06 100-5290-60-05 Other Charges and Services 2,000.00 2,000.00 1,835.58 160.31 91.78 164.42 100-5330-60-05 Copier Expense 900.00 900.00 1,437.18 163.02 159.69 - 537.18 100-5400-60-05 Uniform Expense 1,300.00 1,300.00 958.80 73.75 341.20 100-5430-60-05 Legal Fees 600.00 600.00 323.00 76.00 53.83 277.00 100-5480-60-05 Contracted Services 13,000.00 - 4,800.00 8,200.00 8,095.00 98.72 105.00 100-5520-60-05 Telephones 980.00 980.00 432.90 34.99 44.17 547.10 100-5526-60-05 Data Network 213.23 - 213.23 100-5530-60-05 Travel 2,000.00 2,000.00 2,142.75 265.96 107.14 - 142.75 100-5533-60-05 Mileage Expense 750.00 750.00 352.24 46.97 397.76 100-5536-60-05 Training/Seminars 1,000.00 1,000.00 892.76 450.00 89.28 107.24 100-5600-60-05 Special Events 2,000.00 1,000.00 3,000.00 4,131.64 542.51 137.72 - 1,131.64 100-7145-60-05 TRANSFER TO VERF 660.00 660.00 550.00 55.00 83.33 110.00 100-5110-98-01 Salaries & Wages 789,919.00 159,186.00 949,105.00 593,038.75 73,257.93 62.48 356,066.25 100-5115-98-01 Salaries - Overtime 700.00 700.00 294.14 90.31 42.02 405.86 100-5126-98-01 Salaries-Vacation Buy-Out 11,971.00 11,971.00 11,542.86 96.42 428.14 37 Page 55 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 100-5140-98-01 Salaries - Longevity Pay 2,025.00 2,025.00 1,890.00 93.33 135.00 100-5145-98-01 Social Security Expense 49,914.00 49,914.00 34,246.85 4,320.15 68.61 15,667.15 100-5150-98-01 Medicare Expense 11,674.00 11,674.00 8,417.93 1,010.36 72.11 3,256.07 100-5155-98-01 SUTA Expense 1,296.00 1,296.00 72.00 5.56 1,224.00 100-5160-98-01 Health Insurance 85,883.00 85,883.00 61,125.20 5,395.58 71.17 24,757.80 100-5165-98-01 Dental Insurance 3,676.00 3,676.00 2,307.51 218.20 62.77 1,368.49 100-5170-98-01 Life Insurance/AD&D 933.00 933.00 704.30 70.88 75.49 228.70 100-5175-98-01 Liability (TML)/Workers' Comp 2,090.00 2,090.00 1,669.00 186.98 79.86 421.00 100-5180-98-01 TMRS Expense 109,072.00 109,072.00 73,215.73 9,424.01 67.13 35,856.27 100-5185-98-01 Long/Short Term Disability 1,501.00 1,501.00 951.96 131.61 63.42 549.04 100-5186-98-01 WELLE-Wellness Prog Reimb Empl 2,250.00 2,250.00 1,700.00 200.00 75.56 550.00 100-5191-98-01 Hiring Cost 357.40 - 357.40 100-5210-98-01 Office Supplies 2,500.00 515.00 3,015.00 1,466.71 189.23 48.65 1,548.29 100-5220-98-01 Office Equipment 5,245.00 45,250.00 50,495.00 6,088.32 555.34 41,620.40 12.06 2,786.28 100-5230-98-01 Dues,Fees,& Subscriptions 3,449.00 3,449.00 1,817.00 52.68 1,632.00 100-5240-98-01 Postage and Delivery 280.00 280.00 226.42 7.85 80.86 53.58 100-5250-98-01 Publications 346.00 346.00 346.00 100-5280-98-01 Printing and Reproduction 100.00 100.00 267.57 267.57 - 167.57 100-5290-98-01 Other Charges and Services 128.64 - 128.64 100-5330-98-01 Copier Expense 840.00 840.00 1,611.56 109.11 191.85 - 771.56 100-5350-98-01 Vehicle Expense 146.76 146.76 - 146.76 100-5400-98-01 Uniform Expense 700.00 700.00 334.46 47.78 365.54 100-5410-98-01 Professional Services 39,485.00 11,500.00 50,985.00 36,700.00 22,700.00 71.98 - 8,415.00 100-5410-98-01 First/BNSF RR Overpass 40,000.00 40,000.00 1,045.00 37,955.00 2.61 1,000.00 100-5410-98-01 Prosper Trl/BNSF RR Overpass 40,000.00 40,000.00 39,000.00 1,000.00 100-5419-98-01 IT Licenses 1,750.00 1,750.00 1,750.00 100-5430-98-01 Legal Fees 10,000.00 10,000.00 20,967.55 1,043.60 209.68 - 10,967.55 100-5435-98-01 Legal Notices/Filings 2,400.00 2,400.00 2,034.80 16.00 84.78 365.20 100-5480-98-01 Contracted Services 960.00 960.00 960.00 100-5520-98-01 Telephones 3,395.00 3,395.00 1,935.98 171.17 57.02 1,459.02 100-5526-98-01 Data Network 480.00 480.00 2,152.68 209.94 448.48 - 1,672.68 100-5530-98-01 Travel 1,400.00 1,400.00 1,457.14 104.08 - 57.14 100-5533-98-01 Mileage Expense 4,025.00 10,000.00 14,025.00 12,828.43 91.47 1,196.57 100-5536-98-01 Training/Seminars 3,359.00 7,000.00 10,359.00 2,878.63 299.00 27.79 7,480.37 100-5620-98-01 Tools & Equipment 1,000.00 1,000.00 39.79 3.98 960.21 100-6160-98-01 Capital Expense - Vehicles 56,000.00 56,000.00 53,389.47 53,389.47 95.34 2,610.53 100-7145-98-01 Transfer to VERF 1,690.00 1,690.00 1,408.30 140.83 83.33 281.70 120-4120-20-01 Sales Taxes - 1,227,504.00 - 1,227,504.00 - 809,066.06 - 101,288.88 65.91 - 418,437.94 120-4610-20-01 Interest Income - 5,000.00 - 5,000.00 - 5,000.00 120-5110-20-01 Salaries & Wages 813,449.00 813,449.00 637,753.02 46,264.69 78.40 175,695.98 120-5115-20-01 Salaries - Overtime 3,695.00 3,695.00 47,286.91 1,558.71 1,279.75 - 43,591.91 120-5126-20-01 Salaries-Vacation Buy-Out 1,513.00 1,513.00 1,512.40 99.96 0.60 120-5127-20-01 Salaries-Certification Pay 15,900.00 15,900.00 14,945.86 1,324.52 94.00 954.14 120-5140-20-01 Salaries - Longevity Pay 2,410.00 2,410.00 2,400.00 99.59 10.00 120-5145-20-01 Social Security Expense 51,700.00 51,700.00 42,124.64 3,586.04 81.48 9,575.36 38 Page 56 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 120-5150-20-01 Medicare Expense 12,091.00 12,091.00 9,851.73 838.70 81.48 2,239.27 120-5155-20-01 SUTA Expense 1,953.00 1,953.00 261.00 13.36 1,692.00 120-5160-20-01 Health Insurance 104,981.00 104,981.00 88,033.04 7,789.80 83.86 16,947.96 120-5165-20-01 Dental Insurance 5,146.00 5,146.00 4,147.76 381.96 80.60 998.24 120-5170-20-01 Life Insurance/AD&D 4,637.00 4,637.00 3,594.90 343.86 77.53 1,042.10 120-5175-20-01 Liability (TML) Workers' Comp 15,094.00 15,094.00 12,700.01 1,102.26 84.14 2,393.99 120-5180-20-01 TMRS Expense 112,989.00 112,989.00 97,166.81 8,322.02 86.00 15,822.19 120-5185-20-01 Long/Short Term Disability 1,546.00 1,546.00 1,122.52 100.29 72.61 423.48 120-5186-20-01 WELLE-Wellness Prog Reimb Empl 2,400.00 2,400.00 1,391.60 139.16 57.98 1,008.40 120-5215-20-01 Ammunition 8,881.00 8,881.00 8,881.00 120-5350-20-01 Vehicle Expense 3,137.40 3,137.40 3,137.40 120-5400-20-01 Uniforms 14,234.50 14,234.50 14,234.50 120-5410-20-01 Professional Services 155.38 - 155.38 120-5536-20-01 Training/Seminars 4,697.80 4,697.80 4,697.80 120-5620-20-01 Tools and Equipment 52,049.30 52,049.30 48,510.05 93.20 3,539.25 130-4120-30-01 Sales Taxes - 1,227,504.00 - 1,227,504.00 - 808,849.82 - 101,155.53 65.89 - 418,654.18 130-4610-30-01 Interest Income - 5,000.00 - 5,000.00 - 5,000.00 130-5110-30-01 Salaries & Wages 805,179.00 805,179.00 642,173.01 60,301.81 79.76 163,005.99 130-5115-30-01 Salaries - Overtime 5,681.00 5,681.00 107,769.83 13,507.93 1,897.02 - 102,088.83 130-5116-30-01 Salaries - FLSA Overtime 2,000.00 2,000.00 13,182.45 1,384.49 659.12 - 11,182.45 130-5127-30-01 Salaries-Certification Pay 10,980.00 10,980.00 8,972.79 867.74 81.72 2,007.21 130-5140-30-01 Salaries - Longevity Pay 2,160.00 2,160.00 1,090.00 50.46 1,070.00 130-5145-30-01 Social Security Expense 49,282.00 49,282.00 44,854.90 4,334.93 91.02 4,427.10 130-5150-30-01 Medicare Expense 11,526.00 11,526.00 10,490.23 1,013.78 91.01 1,035.77 130-5155-30-01 SUTA Expense 1,944.00 1,944.00 296.31 15.24 1,647.69 130-5160-30-01 Health Insurance 123,024.00 123,024.00 110,812.16 10,828.96 90.07 12,211.84 130-5165-30-01 Dental Insurance 5,706.00 5,706.00 4,120.13 386.38 72.21 1,585.87 130-5170-30-01 Life Insurance/AD&D 4,637.00 4,637.00 3,688.68 375.12 79.55 948.32 130-5175-30-01 Liability (TML) Workers' Comp 12,118.00 12,118.00 11,006.83 1,062.30 90.83 1,111.17 130-5180-30-01 TMRS Expense 110,936.00 110,936.00 104,944.34 10,335.85 94.60 5,991.66 130-5185-30-01 Long/Short Term Disability 1,531.00 1,531.00 1,120.60 111.05 73.19 410.40 130-5186-30-01 WELLE-Wellness Prog Reimb Empl 1,800.00 1,800.00 1,639.84 217.48 91.10 160.16 130-5191-30-01 Hiring Cost 500.00 500.00 500.00 130-5194-30-01 FD Annual Phy & Screening 11,000.00 11,000.00 11,000.00 130-5400-30-01 Uniforms 19,000.00 19,000.00 17,459.19 442.70 91.89 1,540.81 130-5410-30-01 Professional Services 155.38 - 155.38 130-5480-30-01 Contracted Services 5,000.00 5,000.00 5,000.00 100.00 130-5536-30-01 Training/Seminars 14,500.00 14,500.00 1,448.36 745.96 9.99 13,051.64 130-5610-30-01 Fire Fighting Equipment 9,500.00 9,500.00 3,592.64 970.68 37.82 5,907.36 130-5630-30-01 Safety Equipment 24,500.00 24,500.00 19,886.74 16,529.66 81.17 4,613.26 150-4015-10-00 Water Impact Fees - 125,000.00 - 125,000.00 - 19,868.00 15.89 - 105,132.00 150-4020-10-00 Wastewater Impact Fees - 75,000.00 - 75,000.00 - 11,852.00 15.80 - 63,148.00 150-4040-10-00 East Thoroughfare Impact Fees - 300,000.00 - 300,000.00 - 92,172.67 30.72 - 207,827.33 150-4110-10-00 Property Taxes (Town)- 290,232.00 - 290,232.00 - 340,626.29 117.36 50,394.29 150-4111-10-00 Property Taxes (County)- 83,081.00 - 83,081.00 - 73,603.64 88.59 - 9,477.36 39 Page 57 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 150-4120-10-00 Sales Taxes (Town)- 450,000.00 - 450,000.00 - 374,400.58 - 40,294.65 83.20 - 75,599.42 150-4121-10-00 Sales Taxes (PEDC)- 390,000.00 - 390,000.00 - 313,560.45 - 33,746.77 80.40 - 76,439.55 150-4610-10-00 Interest Income - 5,000.00 - 5,000.00 - 8,450.64 - 613.39 169.01 3,450.64 150-4995-10-00 Transfer In - 1,448.91 1,448.91 150-5435-10-00 Legal Notices/Filings 74.00 - 74.00 150-5810-10-00 Thoro Impact Fee Rebate 251,894.58 - 251,894.58 150-5811-10-00 Water Impact Fee Rebate 29,066.53 - 29,066.53 150-5812-10-00 Wastwater Impact Fee Rebate 24,218.42 - 24,218.42 150-5815-10-00 Town Sales Tax Rebate 248,877.08 - 248,877.08 150-5816-10-00 PEDC Sales Tax Rebate 208,434.53 - 208,434.53 150-5820-10-00 Town Ad Valorem Tax Rebate 1,718,313.00 1,718,313.00 342,612.73 19.94 1,375,700.27 150-5821-10-00 County Ad Valorem Tax Rebate 73,749.42 - 73,749.42 160-4041-10-00 W Thoro Impact Fee - 325,500.00 - 325,500.00 - 325,500.00 160-4110-10-00 Property Taxes (Town)- 15,053.00 - 15,053.00 - 15,052.54 100.00 - 0.46 160-4111-10-00 Property Taxes (County)- 4,308.00 - 4,308.00 - 3,738.01 86.77 - 569.99 160-4120-10-00 Sales Taxes (Town)- 150.00 - 150.00 - 11.67 - 1.51 7.78 - 138.33 160-4121-10-00 Sales Taxes (PEDC)- 150.00 - 150.00 - 11.67 - 1.51 7.78 - 138.33 160-4610-10-00 Interest Income - 1,000.00 - 1,000.00 - 487.16 - 51.12 48.72 - 512.84 160-5810-10-00 W Thoro Impact Fee Rebate 346,161.00 346,161.00 637.14 0.18 345,523.86 160-5815-10-00 Town Sales Tax Rebate 26.14 - 26.14 160-5816-10-00 PEDC Sales Tax Rebate 26.14 - 26.14 160-5820-10-00 Town Ad Valorem Tax Rebate 15,436.16 - 15,436.16 160-5821-10-00 County Ad Valorem Tax Rebate 3,833.28 - 3,833.28 200-4000-10-08 W/S Service Initiation - 80,000.00 - 80,000.00 - 78,510.00 - 11,960.00 98.14 - 1,490.00 200-4007-10-08 Sanitation - 1,377,830.00 - 1,377,830.00 - 980,509.07 - 104,494.42 71.16 - 397,320.93 200-4009-10-08 Late Fee-W/S - 99,225.00 - 99,225.00 - 112,200.10 - 12,903.93 113.08 12,975.10 200-4200-10-99 T-Mobile Fees - 69,210.00 - 69,210.00 - 31,031.20 - 3,316.31 44.84 - 38,178.80 200-4201-10-99 Tierone Converged Network - 18,000.00 - 18,000.00 - 16,592.00 - 1,898.00 92.18 - 1,408.00 200-4205-10-99 Rise Broadband - 31,482.00 - 31,482.00 - 18,639.51 - 1,239.39 59.21 - 12,842.49 200-4206-10-99 Verizon Antennae Lease - 32,200.00 - 32,200.00 - 40,851.25 - 2,883.75 126.87 8,651.25 200-4930-10-99 Insurance Proceeds - 6,325.73 6,325.73 200-4005-50-02 Water Revenue - 10,980,047.00 - 10,980,047.00 - 6,961,100.45 - 1,124,638.98 63.40 - 4,018,946.55 200-4010-50-02 Connection Tap & Construction - 800,000.00 - 800,000.00 - 641,905.00 - 74,250.00 80.24 - 158,095.00 200-4012-50-02 Saturday Inspection Fee - 2,500.00 - 2,500.00 - 12,150.00 - 1,500.00 486.00 9,650.00 200-4018-50-02 Internet Cr. Card Fees - 63,355.89 - 7,794.54 63,355.89 200-4019-50-02 Cr. Card Pmt Fees - 17,425.79 - 2,365.05 17,425.79 200-4060-50-02 NSF Fees - 1,850.00 - 1,850.00 - 1,275.00 - 125.00 68.92 - 575.00 200-4243-50-02 Backflow Prevention Inspection - 39,552.00 - 39,552.00 - 43,655.00 - 3,755.00 110.37 4,103.00 200-4610-50-02 Interest Income - 98,752.00 - 98,752.00 - 133,514.50 - 17,801.02 135.20 34,762.50 200-4910-50-02 Other Revenue - 120,000.00 - 120,000.00 - 184,724.32 - 22,759.56 153.94 64,724.32 200-4006-50-03 Sewer - 5,921,457.00 - 5,921,457.00 - 5,210,091.35 - 550,441.06 87.99 - 711,365.65 200-4010-50-03 Connection Tap & Construction - 350,000.00 - 350,000.00 - 273,800.00 - 31,800.00 78.23 - 76,200.00 200-4910-50-03 Other Revenue - 23.82 23.82 200-5110-10-08 Salaries & Wages 199,482.00 199,482.00 171,636.05 32,451.68 86.04 27,845.95 200-5115-10-08 Salaries - Overtime 3,500.00 3,500.00 541.23 10.95 15.46 2,958.77 40 Page 58 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 200-5126-10-08 Salaries-Vacation Buy-Out 1,375.00 1,375.00 1,334.84 97.08 40.16 200-5140-10-08 Salaries - Longevity Pay 1,295.00 1,295.00 2,055.00 765.00 158.69 - 760.00 200-5145-10-08 Social Security Expense 12,760.00 12,760.00 10,497.72 2,023.61 82.27 2,262.28 200-5150-10-08 Medicare Expense 2,985.00 2,985.00 2,455.12 473.26 82.25 529.88 200-5155-10-08 SUTA Expense 648.00 648.00 71.79 11.08 576.21 200-5160-10-08 Health Insurance 28,078.00 28,078.00 23,648.00 2,214.80 84.22 4,430.00 200-5165-10-08 Dental Insurance 1,800.00 1,800.00 1,435.93 135.86 79.77 364.07 200-5170-10-08 Life Insurance/AD&D 465.00 465.00 375.20 37.52 80.69 89.80 200-5175-10-08 Liability (TML)/Workers' Comp 391.00 391.00 335.31 63.33 85.76 55.69 200-5180-10-08 TMRS Expense 27,886.00 27,886.00 23,915.61 4,515.89 85.76 3,970.39 200-5185-10-08 Long/Short Term Disability 379.00 379.00 312.16 61.67 82.36 66.84 200-5186-10-08 WELLE-Wellness Prog Reimb-Empl 1,800.00 1,800.00 1,000.00 100.00 55.56 800.00 200-5210-10-08 Office Supplies 2,440.00 2,440.00 2,421.03 99.22 18.97 200-5220-10-08 Office Equipment 1,400.00 1,400.00 607.97 43.43 792.03 200-5230-10-08 Dues,Fees,& Subscriptions 100.00 100.00 246.90 150.00 246.90 - 146.90 200-5240-10-08 Postage and Delivery 47,811.00 47,811.00 34,751.81 4,327.81 72.69 13,059.19 200-5270-10-08 Bank Charges 50,000.00 - 50,000.00 200-5280-10-08 Printing and Reproduction 4,330.00 4,330.00 3,813.46 88.07 516.54 200-5290-10-08 Other Charges and Services 600.00 600.00 600.00 200-5330-10-08 Copier Expense 1,386.00 675.00 2,061.00 799.36 109.82 38.79 1,261.64 200-5400-10-08 Uniform Expense 226.00 226.00 215.38 95.30 10.62 200-5418-10-08 IT Fees 6,725.00 6,725.00 4,965.50 73.84 1,759.50 200-5430-10-08 Legal Fees 3,150.00 3,150.00 152.00 4.83 2,998.00 200-5470-10-08 Trash Collection 1,287,692.00 1,287,692.00 914,529.32 96,515.72 71.02 373,162.68 200-5475-10-08 CREDIT CARD FEES 50,000.00 50,000.00 92,277.08 10,861.85 184.55 - 42,277.08 200-5479-10-08 Household Haz. Waste Disposal 7,800.00 7,800.00 4,135.00 650.00 53.01 3,665.00 200-5480-10-08 Contracted Services 10,800.00 - 25.00 10,775.00 7,250.74 67.29 3,524.26 200-5481-10-08 Cash Short/Over 60.00 - 60.00 200-5520-10-08 Telephones 720.00 720.00 317.88 - 6.05 44.15 402.12 200-5530-10-08 Travel 1,400.00 1,400.00 1,117.61 79.83 282.39 200-5533-10-08 Mileage Expense 600.00 600.00 600.00 200-5536-10-08 Training/Seminars 1,050.00 1,050.00 803.49 76.52 246.51 200-5600-10-08 Special Events 900.00 - 650.00 250.00 249.79 99.92 0.21 200-7145-10-08 Transfer to VERF 887.00 887.00 739.20 73.92 83.34 147.80 200-7147-10-08 Transfer to GF 45,594.00 45,594.00 37,995.00 3,799.50 83.33 7,599.00 200-5110-10-99 Salaries & Wages - 49,272.00 - 49,272.00 - 49,272.00 200-5176-10-99 TML-Prop & Liab Insurance 55,000.00 55,000.00 66,100.51 120.18 - 11,100.51 200-5295-10-99 General Fund Franchise Fee 295,298.00 295,298.00 246,081.70 24,608.17 83.33 49,216.30 200-5410-10-99 Professional Services 5,929.00 5,929.00 - 5,929.00 200-5415-10-99 Tuition Reimbursement 12,040.00 12,040.00 2,984.86 24.79 9,055.14 200-5480-10-99 Contracted Services 24,880.00 - 24,880.00 200-6186-10-99 2013 Bond Payment 220,000.00 220,000.00 220,000.00 200-6193-10-99 2012 CO Bond Payment 286,350.00 286,350.00 286,350.00 100.00 200-6200-10-99 Bond Issuance Costs 600.00 600.00 54,570.62 59,634.91 9,095.10 - 53,970.62 200-6201-10-99 2014 GO Bond Payment 375,000.00 375,000.00 375,000.00 41 Page 59 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 200-6202-10-99 2014 CO Bond Payment 485,000.00 485,000.00 485,000.00 200-6205-10-99 2016 GO Bond Payment 413,200.00 413,200.00 413,200.00 100.00 200-6210-10-99 2018 CO Bond Payment 300,000.00 300,000.00 300,000.00 100.00 200-6299-10-99 Bond Interest Expense 1,413,576.00 1,413,576.00 768,835.45 644,740.55 54.39 200-6610-10-99 Old Town Streets - W/S Portion 143,273.93 143,273.93 147,263.23 102.78 - 3,989.30 200-7000-10-99 Contingency 50,000.00 50,000.00 17,450.00 34.90 32,550.00 200-5110-50-02 Salaries & Wages 1,184,475.00 1,184,475.00 936,184.22 94,841.32 79.04 248,290.78 200-5115-50-02 Salaries - Overtime 38,400.00 38,400.00 55,406.18 4,341.56 144.29 - 17,006.18 200-5126-50-02 Salaries-Vacation Buy-Out 4,272.00 4,272.00 3,767.60 88.19 504.40 200-5140-50-02 Salaries - Longevity Pay 5,055.00 5,055.00 4,200.00 83.09 855.00 200-5145-50-02 Social Security Expense 76,616.00 76,616.00 58,845.02 5,849.83 76.81 17,770.98 200-5150-50-02 Medicare Expense 17,918.00 17,918.00 13,823.25 1,368.13 77.15 4,094.75 200-5155-50-02 SUTA Expense 3,888.00 3,888.00 439.98 5.24 11.32 3,448.02 200-5160-50-02 Health Insurance 187,489.00 187,489.00 148,029.69 13,955.38 78.95 39,459.31 200-5165-50-02 Dental Insurance 8,970.00 8,970.00 6,358.04 615.28 70.88 2,611.96 200-5170-50-02 Life Insurance/AD&D 2,543.00 2,543.00 2,099.20 226.52 82.55 443.80 200-5175-50-02 Liability (TML)/Workers' Comp 25,040.00 25,040.00 19,115.96 1,873.35 76.34 5,924.04 200-5180-50-02 TMRS Expense 167,424.00 167,424.00 136,051.42 13,504.09 81.26 31,372.58 200-5185-50-02 Long/Short Term Disability 2,255.00 2,255.00 1,650.87 177.62 73.21 604.13 200-5186-50-02 WELLE-Wellness Prog Reimb-Empl 9,150.00 9,150.00 4,915.72 478.32 53.72 4,234.28 200-5210-50-02 Office Supplies 3,500.00 3,500.00 1,852.25 52.92 1,647.75 200-5212-50-02 Building Supplies 3,800.00 3,800.00 2,629.54 69.20 1,170.46 200-5220-50-02 Office Equipment 5,742.00 5,742.00 4,336.63 75.53 1,405.37 200-5230-50-02 Dues,Fees,& Subscriptions 13,144.00 11,129.00 24,273.00 26,710.98 444.00 110.04 - 2,437.98 200-5240-50-02 Postage and Delivery 2,900.00 2,900.00 1,133.89 26.00 39.10 1,766.11 200-5280-50-02 Printing and Reproduction 3,000.00 3,000.00 1,101.28 36.71 1,898.72 200-5310-50-02 Rental Expense 9,420.00 9,420.00 8,615.84 3,866.30 91.46 804.16 200-5320-50-02 Repairs & Maintenance 3,600.00 3,600.00 3,600.00 200-5330-50-02 Copier Expense 1,600.00 1,600.00 2,173.08 114.10 135.82 - 573.08 200-5340-50-02 Building Repairs 5,000.00 5,000.00 5,673.26 113.47 - 673.26 200-5350-50-02 Vehicle Expense 37,700.00 - 3,000.00 34,700.00 35,893.14 3,140.73 103.44 - 1,193.14 200-5351-50-02 Equipment Expense/Repair 3,000.00 3,000.00 13,398.85 - 460.47 446.63 - 10,398.85 200-5352-50-02 Fuel 31,500.00 31,500.00 25,275.38 3,239.31 80.24 6,224.62 200-5353-50-02 Oil/Grease/Inspections 2,600.00 2,600.00 828.31 33.25 31.86 1,771.69 200-5400-50-02 Uniform Expense 19,700.00 19,700.00 10,818.74 54.92 8,881.26 200-5410-50-02 Professional Services 18,400.00 18,400.00 5,875.91 12,524.09 31.93 200-5418-50-02 IT Fees 116.00 - 116.00 200-5419-50-02 IT Licenses 30,080.00 30,080.00 30,080.00 200-5430-50-02 Legal Fees 1,000.00 1,000.00 390.27 57.00 39.03 609.73 200-5480-50-02 Contracted Services 63,118.00 14,600.00 77,718.00 66,776.36 1,014.65 14,200.00 85.92 - 3,258.36 200-5520-50-02 Telephones 10,726.00 10,726.00 8,056.28 849.23 75.11 2,669.72 200-5523-50-02 Water/Sewer Charges 11,000.00 11,000.00 5,205.77 226.80 47.33 5,794.23 200-5524-50-02 Gas 2,000.00 2,000.00 2,037.70 101.89 - 37.70 200-5525-50-02 Electricity 268,100.00 - 7,000.00 261,100.00 223,685.52 32,191.80 85.67 37,414.48 200-5526-50-02 Data Network 4,320.00 4,320.00 4,020.16 567.30 93.06 299.84 42 Page 60 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 200-5530-50-02 Travel 2,300.00 2,300.00 1,154.05 79.43 50.18 1,145.95 200-5533-50-02 Mileage Expense 500.00 500.00 500.00 200-5536-50-02 Training/Seminars 15,000.00 15,000.00 15,427.60 1,750.00 102.85 - 427.60 200-5540-50-02 Water Testing 7,960.00 7,960.00 2,969.29 1,065.00 37.30 4,990.71 200-5545-50-02 Meter Purchases 409,900.00 409,900.00 349,580.69 47,348.00 34,583.00 85.28 25,736.31 200-5550-50-02 Water Purchases 5,349,510.00 - 25,000.00 5,324,510.00 4,238,637.57 423,864.00 79.61 1,085,872.43 200-5600-50-02 Special Events 10,000.00 - 3,000.00 7,000.00 5,257.32 75.11 1,742.68 200-5620-50-02 Tools & Equipment 20,000.00 20,000.00 15,703.86 1,988.22 78.52 4,296.14 200-5630-50-02 Safety Equipment 12,700.00 12,700.00 6,536.82 1,685.38 51.47 6,163.18 200-5640-50-02 Signs & Hardware 600.00 600.00 530.00 88.33 70.00 200-5650-50-02 Maintenance Materials 3,500.00 3,000.00 6,500.00 6,706.37 103.18 - 206.37 200-5660-50-02 Chemical Supplies 15,000.00 15,000.00 16,728.10 484.62 111.52 - 1,728.10 200-5670-50-02 System Improvements 137,300.00 - 4,551.11 132,748.89 114,878.48 16,685.59 86.54 17,870.41 200-6110-50-02 EW Collector (Cook-DNT) 250,000.00 - 250,000.00 200-6110-50-02 Custer Rd Meter Stat/WL Reloc 290,325.00 - 290,325.00 200-6125-50-02 CAPITAL EXPENSE-TECHNOLOGY 56,686.00 56,686.00 52,030.00 6,500.00 4,656.00 91.79 200-6140-50-02 Capital Expense-Equipment 9,742.00 12,886.81 22,628.81 22,628.81 100.00 200-6160-50-02 Capital Expense-Vehicles 46,385.00 - 2,714.70 43,670.30 43,670.30 100.00 200-7144-50-02 Transfer to Capital Projects 580,075.00 580,075.00 580,075.00 100.00 200-7145-50-02 Transfer to VERF 248,208.00 248,208.00 206,840.00 20,684.00 83.33 41,368.00 200-7147-50-02 Transfer to GF 601,725.00 601,725.00 501,436.78 50,143.67 83.33 100,288.22 200-5110-50-03 Salaries & Wages 465,161.00 465,161.00 309,491.43 32,794.72 66.53 155,669.57 200-5115-50-03 Salaries - Overtime 25,700.00 25,700.00 28,450.07 1,970.58 110.70 - 2,750.07 200-5126-50-03 Salaries-Vacation Buy-Out 2,189.00 2,189.00 2,167.20 99.00 21.80 200-5140-50-03 Salaries - Longevity Pay 1,990.00 1,990.00 1,370.00 68.84 620.00 200-5145-50-03 Social Security Expense 29,664.00 29,664.00 19,824.79 1,988.76 66.83 9,839.21 200-5150-50-03 Medicare Expense 8,398.00 8,398.00 4,636.44 465.12 55.21 3,761.56 200-5155-50-03 SUTA Expense 1,944.00 1,944.00 413.00 0.29 21.25 1,531.00 200-5160-50-03 Health Insurance 75,645.00 75,645.00 78,669.40 7,897.62 104.00 - 3,024.40 200-5165-50-03 Dental Insurance 4,432.00 4,432.00 2,773.04 315.16 62.57 1,658.96 200-5170-50-03 Life Insurance/AD&D 1,152.00 1,152.00 869.19 93.90 75.45 282.81 200-5175-50-03 Liability (TML)/Workers' Comp 11,033.00 11,033.00 7,963.55 825.89 72.18 3,069.45 200-5180-50-03 TMRS Expense 67,400.00 67,400.00 46,439.12 4,729.55 68.90 20,960.88 200-5185-50-03 Long/Short Term Disability 887.00 887.00 539.16 58.87 60.79 347.84 200-5186-50-03 WELLE-Wellness Prog Reimb-Empl 3,750.00 3,750.00 1,391.60 139.16 37.11 2,358.40 200-5210-50-03 Office Supplies 2,725.00 2,725.00 1,499.95 55.04 1,225.05 200-5212-50-03 Building Supplies 600.00 600.00 256.00 42.67 344.00 200-5220-50-03 Office Equipment 4,700.00 4,700.00 1,966.62 41.84 2,733.38 200-5230-50-03 Dues,Fees,& Subscriptions 19,755.00 - 1,000.00 18,755.00 14,636.97 440.00 78.04 4,118.03 200-5240-50-03 Postage and Delivery 1,000.00 1,000.00 2.88 0.29 997.12 200-5280-50-03 Printing and Reproduction 400.00 400.00 850.00 212.50 - 450.00 200-5310-50-03 Rental Expense 7,000.00 10,000.00 17,000.00 15,888.52 3,288.57 93.46 1,111.48 200-5320-50-03 Repairs & Maintenance 20,000.00 20,000.00 20,000.00 200-5335-50-03 Radio/Video Repairs 500.00 500.00 500.00 200-5340-50-03 Building Repairs 1,000.00 1,000.00 453.83 45.38 546.17 43 Page 61 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 200-5350-50-03 Vehicle Expense 16,000.00 - 2,000.00 14,000.00 14,059.69 1,148.58 100.43 - 59.69 200-5351-50-03 Equipment Expense/Repair 2,000.00 2,000.00 3,528.13 91.81 176.41 - 1,528.13 200-5352-50-03 Fuel 10,700.00 10,700.00 15,272.89 1,595.97 142.74 - 4,572.89 200-5353-50-03 Oil/Grease/Inspections 1,200.00 1,200.00 639.41 22.50 53.28 560.59 200-5400-50-03 Uniform Expense 11,600.00 11,600.00 5,628.11 48.52 5,971.89 200-5410-50-03 Professional Services 1,500.00 1,500.00 - 1,500.00 200-5419-50-03 IT Licenses 13,100.00 13,100.00 11,000.00 2,100.00 200-5430-50-03 Legal Fees 448.00 448.00 1,716.25 662.00 383.09 - 1,268.25 200-5480-50-03 Contracted Services 950,867.00 - 167,603.83 783,263.17 21,502.06 8,816.00 7,205.34 2.75 754,555.77 200-5520-50-03 Telephones 4,576.00 4,576.00 3,132.30 343.88 68.45 1,443.70 200-5523-50-03 Water/Sewer Charges 500.00 500.00 369.99 40.92 74.00 130.01 200-5524-50-03 Gas 500.00 500.00 500.00 200-5525-50-03 Electricity 48,400.00 48,400.00 36,120.96 3,251.88 74.63 12,279.04 200-5526-50-03 Data Network 800.00 800.00 762.33 37.99 95.29 37.67 200-5530-50-03 Travel 1,000.00 1,000.00 1,000.00 200-5533-50-03 Mileage Expense 200.00 200.00 200.00 200-5536-50-03 Training/Seminars 10,400.00 10,400.00 7,025.71 376.00 67.56 3,374.29 200-5560-50-03 Sewer Management Fees 2,921,983.00 2,921,983.00 2,316,084.99 220,861.65 79.26 605,898.01 200-5620-50-03 Tools & Equipment 9,000.00 9,000.00 7,113.45 34.93 79.04 1,886.55 200-5630-50-03 Safety Equipment 11,400.00 11,400.00 4,632.06 949.27 40.63 6,767.94 200-5640-50-03 Signs & Hardware 300.00 300.00 300.00 200-5650-50-03 Maintenance Materials 2,000.00 2,000.00 3,077.97 1,160.89 153.90 - 1,077.97 200-5660-50-03 Chemical Supplies 3,000.00 3,000.00 271.98 9.07 2,728.02 200-5670-50-03 System Improvements 32,000.00 32,000.00 28,774.58 7,628.32 89.92 3,225.42 200-5680-50-03 Lift Station Expense 20,000.00 20,000.00 24,864.45 4,070.00 124.32 - 4,864.45 200-6140-50-03 Capital Expense-Equipment 71,100.00 102,667.83 173,767.83 168,957.17 4,810.66 97.23 200-6610-50-03 Church/Parvin WW Reconstruct 100,000.00 100,000.00 100,000.00 200-7145-50-03 Transfer to VERF 74,905.00 74,905.00 62,420.80 6,242.08 83.33 12,484.20 200-7147-50-03 Transfer to GF 166,411.00 166,411.00 138,675.80 13,867.58 83.33 27,735.20 300-4105-10-00 Property Taxes -Delinquent - 168,392.00 - 168,392.00 - 78,060.80 114.24 46.36 - 90,331.20 300-4110-10-00 Property Taxes -Current - 5,725,328.00 - 5,725,328.00 - 5,924,463.12 - 26,359.95 103.48 199,135.12 300-4111-10-00 VIT Motor Vehicle Tax - 4,133.81 4,133.81 300-4115-10-00 Taxes -Penalties - 65,000.00 - 65,000.00 - 32,076.93 - 1,874.11 49.35 - 32,923.07 300-4610-10-00 Interest Income - 40,000.00 - 40,000.00 - 78,530.84 - 9,724.75 196.33 38,530.84 300-5410-10-00 Professional Services 8,400.00 8,400.00 3,571.00 1,071.00 42.51 4,829.00 300-6186-10-00 2013 GO Ref Bond 160,000.00 160,000.00 160,000.00 300-6189-10-00 2012 GO TX Bond Payment 185,000.00 185,000.00 185,000.00 100.00 300-6194-10-00 2012 CO Bond Payment 58,650.00 58,650.00 58,650.00 100.00 300-6200-10-00 Bond Administrative Fees 9,600.00 9,600.00 10,642.00 702.00 110.85 - 1,042.00 300-6201-10-00 2014 GO Debt payment 265,000.00 265,000.00 265,000.00 300-6203-10-00 2015 GO Debt Payment 175,000.00 175,000.00 175,000.00 100.00 300-6204-10-00 2015 CO Debt Payment 60,000.00 60,000.00 60,000.00 100.00 300-6205-10-00 2016 GO Debt Payment 946,800.00 946,800.00 946,800.00 100.00 300-6206-10-00 2016 CO Debt Payment 90,000.00 90,000.00 90,000.00 100.00 300-6207-10-00 2017 CO Bond Payment 355,000.00 355,000.00 355,000.00 100.00 44 Page 62 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 300-6208-10-00 2017 GO Bond Payment 35,000.00 35,000.00 35,000.00 100.00 300-6209-10-00 2018 GO Bond Payment 115,000.00 115,000.00 115,000.00 100.00 300-6210-10-00 2018 CO Bond Payment 895,000.00 895,000.00 895,000.00 100.00 300-6299-10-00 Bond Interest Expense 2,839,989.00 2,839,989.00 1,413,704.04 1,426,284.96 49.78 410-4610-10-99 Interest - 25,000.00 - 25,000.00 - 47,347.24 - 6,478.90 189.39 22,347.24 410-4910-10-99 Other Reimbursements - 20,000.00 - 20,000.00 - 121,480.47 - 23,780.00 607.40 101,480.47 410-4995-10-99 Transfer In - 1,597,961.00 - 1,597,961.00 - 1,359,710.00 - 133,163.50 85.09 - 238,251.00 410-5220-10-01 Office Equipment 630.00 630.00 380.13 60.34 249.87 410-5220-10-02 Office Equipment 4,410.00 4,410.00 4,410.00 410-5220-10-03 Office Equipment 630.00 630.00 1,264.62 200.73 - 634.62 410-5220-10-04 Office Equipment 421.54 - 421.54 410-5220-10-05 Office Equipment 30,000.00 - 30,000.00 410-6125-10-05 Capital-Equipment (Technology) 30,000.00 30,000.00 12,994.23 43.31 17,005.77 410-5220-10-08 Office Equipment 1,264.62 - 1,264.62 410-5220-20-01 Office Equipment 17,400.00 17,400.00 16,667.60 95.79 732.40 410-6125-20-01 Capital-Equipment (Technology) 131.26 - 131.26 410-6160-20-01 Capital-Vehicles 157,839.00 2,775.00 160,614.00 169,001.39 43,204.00 57,067.19 105.22 - 65,454.58 410-5220-20-05 Office Equipment 5,000.00 5,000.00 1,264.62 25.29 3,735.38 410-5220-30-01 Office Equipment 4,420.00 4,420.00 3,389.26 76.68 1,030.74 410-6160-30-01 Capital-Vehicles 291,000.00 291,000.00 292,096.99 100.38 - 1,096.99 410-6160-30-01 Replacement Fire Engine 737,550.00 737,550.00 322,243.67 322,243.67 415,305.57 43.69 0.76 410-5220-30-05 Office Equipment 630.00 630.00 630.00 410-5220-40-01 Office Equipment 4,430.00 4,430.00 6,046.54 136.49 - 1,616.54 410-6125-40-01 Capital-Equipment (Technology) 995.94 65.97 - 995.94 410-5220-40-02 Office Equipment 630.00 630.00 421.54 66.91 208.46 410-6160-40-02 Capital-vehicles 21,500.00 21,500.00 21,250.00 98.84 250.00 410-5220-40-03 Office Equipment 1,900.00 1,900.00 3,876.64 204.03 - 1,976.64 410-6160-50-01 Capital-Vehicles 35,000.00 35,000.00 49,444.60 141.27 - 14,444.60 410-5220-50-02 Office Equipment 5,300.00 5,300.00 7,570.59 142.84 - 2,270.59 410-6140-50-02 Capital-Equipment 120,000.00 120,000.00 116,020.82 96.68 3,979.18 410-6160-50-03 Capital-Vehicles 27,000.00 27,000.00 23,455.00 86.87 3,545.00 410-5220-60-01 Office Equipment 1,900.00 1,900.00 3,223.26 169.65 - 1,323.26 410-5220-60-02 OFFICE EQUIPMENT 2,800.00 2,800.00 3,678.69 131.38 - 878.69 410-6140-60-02 CAPITAL EXPENSE-EQUIPMENT 157,336.00 157,336.00 176,888.73 112.43 - 19,552.73 410-5220-98-01 Office Equipment 5,790.00 5,790.00 1,103.23 19.05 4,686.77 410-5220-98-02 Office Equipment 31.99 - 31.99 450-4001-98-02 Storm Drainage Utility Fee - 577,248.00 - 577,248.00 - 504,889.09 - 52,162.50 87.47 - 72,358.91 450-4610-98-02 Interest Storm Utility - 7,500.00 - 7,500.00 - 3,118.86 - 728.41 41.59 - 4,381.14 450-5110-98-02 Salaries 112,241.00 112,241.00 90,353.19 8,724.42 80.50 21,887.81 450-5115-98-02 Salaries-Overtime 1,390.00 1,390.00 2,194.33 157.87 - 804.33 450-5140-98-02 Salaries-Longevity Pay 125.00 125.00 95.00 76.00 30.00 450-5145-98-02 Social Security Expense 6,967.00 6,967.00 5,516.21 517.79 79.18 1,450.79 450-5150-98-02 Medicare Expense 1,629.00 1,629.00 1,290.07 121.10 79.19 338.93 450-5155-98-02 SUTA Expense 324.00 324.00 18.00 5.56 306.00 450-5160-98-02 Health Insurance 20,099.00 20,099.00 17,155.92 1,487.34 85.36 2,943.08 45 Page 63 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 450-5165-98-02 Dental Expense 884.00 884.00 705.24 66.74 79.78 178.76 450-5170-98-02 Life Insurance/AD&D 233.00 233.00 187.60 18.76 80.52 45.40 450-5175-98-02 Liability (TML) Workers Comp 2,428.00 2,428.00 2,000.48 189.53 82.39 427.52 450-5180-98-02 TMRS Expense 15,226.00 15,226.00 12,631.33 1,188.93 82.96 2,594.67 450-5185-98-02 Long/Short Term Disability 214.00 214.00 160.29 16.36 74.90 53.71 450-5186-98-02 WELLE-Wellness Prog Reimb Empl 600.00 600.00 617.48 50.00 102.91 - 17.48 450-5210-98-02 Office Supplies 150.00 150.00 22.30 12.86 14.87 127.70 450-5220-98-02 Office Equipment 100.00 100.00 100.00 450-5230-98-02 Dues, Fees, & Subscriptions 2,095.00 2,095.00 125.00 25.00 5.97 1,970.00 450-5240-98-02 Postage and Delivery 50.00 50.00 14.00 28.00 36.00 450-5310-98-02 Rental Expense 2,000.00 2,000.00 2,000.00 450-5340-98-02 Building Repairs 500.00 500.00 500.00 450-5350-98-02 Vehicle Expense 500.00 500.00 160.71 6.00 32.14 339.29 450-5352-98-02 Fuel 1,000.00 1,000.00 990.21 152.34 99.02 9.79 450-5353-98-02 Oil/Grease/Inspections 100.00 100.00 10.25 10.25 89.75 450-5400-98-02 Uniforms 2,200.00 2,200.00 1,125.90 51.18 1,074.10 450-5410-98-02 Professional Services-Storm Dr 500.00 500.00 500.00 450-5480-98-02 Contract Services 2,000.00 2,000.00 2,000.00 450-5520-98-02 Telephones 2,150.00 2,150.00 744.67 80.93 34.64 1,405.33 450-5526-98-02 Data Network 460.00 460.00 379.90 37.99 82.59 80.10 450-5530-98-02 Travel/Lodging/Meals Expense 500.00 500.00 500.00 450-5533-98-02 Mileage Expense 200.00 200.00 200.00 450-5536-98-02 Training/Seminars 2,095.00 2,095.00 1,922.81 91.78 172.19 450-5620-98-02 Tools & Equipment 650.00 650.00 71.93 11.07 578.07 450-5630-98-02 Safety Equipment 1,500.00 1,500.00 351.55 23.44 1,148.45 450-5640-98-02 Signs & Hardware 450.00 450.00 450.00 450-5650-98-02 Maintenance Materials 1,500.00 1,500.00 1,500.00 450-7144-98-02 Transfer to Capital Proj Fund 547,349.23 - 547,349.23 450-7145-98-02 Transfer to VERF 5,928.00 5,928.00 4,940.00 494.00 83.33 988.00 450-7147-98-02 Transfer to GF 67,812.00 67,812.00 56,510.00 5,651.00 83.33 11,302.00 570-4537-10-00 Court Technology Revenue - 10,395.00 - 10,395.00 - 10,124.45 - 1,040.00 97.40 - 270.55 570-4610-10-00 Interest - 120.00 - 120.00 - 369.65 - 38.34 308.04 249.65 570-5203-10-00 Court Technology Expense 5,665.00 5,665.00 12,447.47 219.73 - 6,782.47 580-4536-10-00 Court Security Revenue - 7,700.00 - 7,700.00 - 7,593.34 - 780.00 98.62 - 106.66 580-4610-10-00 Interest - 120.00 - 120.00 - 428.00 - 63.91 356.67 308.00 580-5110-10-00 Salaries & Wages Payable 11,642.00 11,642.00 6,401.21 54.98 5,240.79 580-5145-10-00 Social Security Expense 722.00 722.00 396.87 54.97 325.13 580-5150-10-00 Medicare Expense 169.00 169.00 92.82 54.92 76.18 580-5155-10-00 SUTA expense 162.00 162.00 49.27 30.41 112.73 580-5175-10-00 Workers Comp 211.00 211.00 115.87 54.92 95.13 580-5204-10-00 Court Security Expense 90.00 90.00 90.00 590-4915-10-00 Escrow Income - 405,870.30 - 43,173.21 405,870.30 590-7144-10-00 Transfer Out 405,870.30 43,173.21 - 405,870.30 610-4045-60-00 Park Dedication-Fees - 600,000.00 - 600,000.00 - 375,145.94 62.52 - 224,854.06 610-4610-60-00 Interest Income - 10,000.00 - 10,000.00 - 16,775.40 - 2,632.45 167.75 6,775.40 46 Page 64 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 620-4055-60-00 Park Improvement - 250,000.00 - 250,000.00 - 113,784.20 45.51 - 136,215.80 620-4610-60-00 Interest Income - 8,000.00 - 8,000.00 - 19,752.36 - 2,709.13 246.91 11,752.36 620-5410-60-00 Hike & Bike Master Plan 68,000.00 68,000.00 64,000.00 4,000.00 620-5410-60-00 Pecan Grove H&B Trail 30,000.00 30,000.00 30,000.00 620-5489-60-00 Legacy School ILA 35,000.00 35,000.00 35,000.00 620-6610-60-00 Cockrell Park Trail Connection 57,990.00 57,990.00 13,315.00 4,045.00 44,675.00 22.96 620-6610-60-00 Hays Park 24,500.00 24,500.00 6,000.00 18,500.00 24.49 620-6610-60-00 Stars Trail Park #1 450,000.00 450,000.00 450,000.00 630-4015-50-00 Impact Fees - 3,584,000.00 - 3,584,000.00 - 2,727,871.00 - 315,557.00 76.11 - 856,129.00 630-4615-50-00 Interest - 40,000.00 - 40,000.00 - 43,794.80 - 4,600.41 109.49 3,794.80 630-5405-50-00 24 WL Conn. Cnty Line EST/DNT 660,000.00 660,000.00 660,000.00 630-5430-50-00 Legal Fees - County Line EST 3,132.83 - 3,132.83 630-5430-50-00 Legal - 24" WL Cnty Line EST 19,210.00 - 19,210.00 630-5489-50-00 Dev Agrmnt-TVG Westside 975,000.00 975,000.00 691,015.77 292,245.29 70.87 283,984.23 630-5489-50-00 Dev Agrmt-Prsp Prtnrs West 129,750.00 129,750.00 303,154.86 8,630.71 233.65 - 173,404.86 630-5489-50-00 Dev Agrmnt-Parks @ Legacy 25,000.00 25,000.00 25,000.00 630-5489-50-00 Dev Agrmnt-Prosper Lakes 97,500.00 97,500.00 7,800.00 7,800.00 8.00 89,700.00 630-5489-50-00 Dev Agrment-Star Trail 292,500.00 292,500.00 413,400.00 171,600.00 141.33 - 120,900.00 630-5489-50-00 Dev Agrmnt-TVG Windsong 100,000.00 100,000.00 163,800.00 50,700.00 163.80 - 63,800.00 630-6610-50-00 County Line Elevated Storage 2,525,348.00 - 2,395,747.79 129,600.21 16,773.00 87,032.21 12.94 25,795.00 630-6610-50-00 24 WL Conn. Cnty Line EST/DNT 2,116,540.00 - 551,304.31 1,565,235.69 104,073.40 4,121.00 172,622.29 6.65 1,288,540.00 630-6610-50-00 Custer Road Pump Station Expan 272,950.00 412,333.47 685,283.47 595,278.48 3,784.99 86.87 86,220.00 630-6610-50-00 Lower Pressure Plane Easements 1,487,150.00 - 1,487,150.00 630-7144-50-00 Transfer to Capital Proj Fund 25,000.00 150,000.00 175,000.00 175,000.00 100.00 630-7144-50-00 Transfer Out - Fishtrap EST 2,842,553.00 2,842,553.00 2,842,553.00 100.00 640-4020-50-00 Impact Fees - 600,000.00 - 600,000.00 - 798,865.00 - 83,431.00 133.14 198,865.00 640-4620-50-00 Interest - 12,000.00 - 12,000.00 - 29,646.74 - 4,408.72 247.06 17,646.74 640-4905-50-00 Equity Fee - 200,000.00 - 200,000.00 - 205,000.00 - 26,500.00 102.50 5,000.00 640-5489-50-00 Dev Reib LaCima #2 Interceptor 12,977.00 - 12,977.00 640-5489-50-00 Dev Agrmt TVG Westside Util 170,750.00 170,750.00 166,695.28 38,465.00 97.63 4,054.72 640-5489-50-00 Dev Agrmt Propser Partners 40,000.00 40,000.00 80,868.72 41,790.00 202.17 - 40,868.72 640-5489-50-00 Dev Agrmt Frontier Estates 51,225.00 51,225.00 8,537.50 4,098.00 16.67 42,687.50 640-5489-50-00 Dev Agrmnt LaCima 10,000.00 10,000.00 58,480.00 45,152.00 584.80 - 48,480.00 640-5489-50-00 Dev Agrmnt Brookhollow 5,000.00 5,000.00 5,000.00 640-5489-50-00 Dev Agrment Star Trail 72,398.00 30,052.00 - 72,398.00 640-5489-50-00 Dev Agrmnt TVG Windsong 68,300.00 68,300.00 153,034.00 57,626.00 224.06 - 84,734.00 640-5489-50-00 Dev Agrmnt All Storage 15,000.00 15,000.00 15,000.00 640-5489-50-00 Dev Agrmnt Legacy Garden 100,000.00 100,000.00 100,000.00 660-4040-50-00 East Thoroughfare Impact Fees - 2,825,000.00 - 2,825,000.00 - 1,099,034.79 - 82,325.00 38.90 - 1,725,965.21 660-4610-50-00 Interest - 50,000.00 - 50,000.00 - 24,717.49 - 2,479.11 49.44 - 25,282.51 660-4995-50-00 Transfer In - 1,963,832.00 1,963,832.00 660-5489-50-00 Dev Agrmnt PISD 350,000.00 350,000.00 462,510.00 132.15 - 112,510.00 660-6410-50-00 Land Acq. First (DNT-Clmn)- 536.07 536.07 660-6610-50-00 Prosper Trail (Kroger to Coit) 2,982,000.00 2,982,000.00 2,982,000.00 660-6610-50-00 Prosper Trail (Coit - Custer) 200,000.00 207,208.97 407,208.97 167,211.80 17,441.52 39,997.17 41.06 200,000.00 47 Page 65 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 660-6610-50-00 Coit Road (First - Frontier) 600,000.00 689,900.00 1,289,900.00 250,545.00 16,746.40 506,027.40 19.42 533,327.60 660-6610-50-00 FM2478 ROW (US380-FM1461) 69,000.00 69,000.00 68,832.15 99.76 167.85 660-6610-50-00 First (DNT Intersection Imp) 1,250,000.00 - 1,250,000.00 660-6610-50-00 Traffic Signal (Coit & First) 250,000.00 - 250,000.00 660-7144-50-00 Transfer to Capital Proj Fund 96,000.00 250,000.00 346,000.00 250,000.00 250,000.00 72.25 96,000.00 670-4530-10-00 Police Donation Inc - 15,000.00 - 15,000.00 - 13,888.00 - 1,088.00 92.59 - 1,112.00 670-4531-10-00 Fire Donations - 14,000.00 - 25,310.25 - 39,310.25 - 16,053.00 - 1,111.00 40.84 - 23,257.25 670-4535-10-00 Child Safety Inc - 5,000.00 - 5,000.00 - 6,606.63 132.13 1,606.63 670-4550-10-00 LEOSE Revenue - 4,000.00 - 4,000.00 - 2,739.40 68.49 - 1,260.60 670-4610-10-00 Interest Income - 2,525.00 - 2,525.00 - 5,294.20 - 664.51 209.67 2,769.20 670-4916-10-00 Cash Seizure Forfeit-PD - 2,966.25 2,966.25 670-5201-10-00 LEOSE Expenditures 150.00 - 150.00 670-5205-10-00 Police Donation Exp 20,000.00 - 11,884.00 8,116.00 1,094.91 190.65 13.49 7,021.09 670-5206-10-00 Fire Dept Donation Exp 5,000.00 25,310.25 30,310.25 24,148.35 1,454.09 57.80 79.67 6,104.10 670-5208-10-00 Child Safety Expense 5,000.00 5,000.00 3,780.97 75.62 1,219.03 670-5212-10-00 Tree Mitigation Expense 6,339.00 6,339.00 6,339.00 670-5292-10-00 PD Seizure Expense 5,000.00 11,884.00 16,884.00 9,020.20 8,817.00 53.43 - 953.20 680-4041-50-00 W Thoroughfare Impact Fees - 2,035,000.00 - 2,035,000.00 - 3,633,196.49 - 195,261.00 178.54 1,598,196.49 680-4610-50-00 Interest - 20,000.00 - 20,000.00 - 53,561.40 - 4,753.75 267.81 33,561.40 680-5414-50-00 Appraisal/Tax Fees Cook Ln 2,800.00 - 2,800.00 680-5489-50-00 Development Agrmnt Parks/Legac 250,000.00 250,000.00 219,893.00 89,448.00 87.96 30,107.00 680-5489-50-00 TVG West Propser Rds Impact Fe 543,384.00 543,384.00 543,384.00 680-5489-50-00 Dev Agrment Star Trail 400,000.00 400,000.00 395,062.00 163,988.00 98.77 4,938.00 680-5489-50-00 Dev Agrmnt Legacy Garden 250,000.00 250,000.00 250,000.00 680-6110-50-00 First Street (DNT to Coleman) 42,000.00 42,000.00 42,000.00 680-6410-50-00 Land Acq. Cook Lane 166.00 - 166.00 680-6610-50-00 Cook Lane (First - End) 1,250,000.00 178,588.38 1,428,588.38 100,738.98 7,257.13 1,205,923.15 7.05 121,926.25 680-6610-50-00 First (DNT Intersection Imp) 1,250,000.00 1,250,000.00 1,093,800.47 87.50 156,199.53 680-6610-50-00 Prosper Trl (DNT Intersection) 75,000.00 - 75,000.00 680-7100-50-00 Operating Transfer Out 1,963,832.00 - 1,963,832.00 680-7144-50-00 Transfer to Capital Proj Fund 5,000.00 - 5,000.00 680-7144-50-00 Trnsfr-Prosper Trl (DNT Inter) 75,000.00 75,000.00 75,000.00 100.00 730-4530-10-00 Employee Contributions - 705,308.00 - 705,308.00 - 508,555.93 - 52,288.87 72.10 - 196,752.07 730-4535-10-00 Employer Contributions - 1,983,503.00 - 1,983,503.00 - 1,630,643.05 - 163,993.00 82.21 - 352,859.95 730-4540-10-00 Contractor Insurance Premium - 18,338.50 - 1,888.66 18,338.50 730-4610-10-00 Interest Income - 4,500.00 - 4,500.00 - 6,216.53 - 1,137.33 138.15 1,716.53 730-5160-10-00 Health Insurance 2,315,241.00 2,315,241.00 1,601,644.20 114,845.79 69.18 713,596.80 730-5161-10-00 PCORI Fees 698.00 698.00 1,194.53 1,194.53 171.14 - 496.53 730-5162-10-00 HSA Expense 135,825.00 135,825.00 162,049.94 667.68 119.31 - 26,224.94 730-5165-10-00 Dental Insurance 150,191.00 150,191.00 152,438.52 14,270.65 101.50 - 2,247.52 730-5170-10-00 Life Insurance/AD&D 30,000.00 30,000.00 31,476.96 2,990.09 104.92 - 1,476.96 730-5185-10-00 Long/Short Term Disability 23,040.00 23,040.00 23,938.97 2,258.34 103.90 - 898.97 730-5480-10-00 Contract Services 55,926.00 55,926.00 66,060.26 1,609.50 11,400.00 118.12 - 21,534.26 730-5600-10-00 Special Events 6,000.00 6,000.00 6,000.00 750-4530-10-00 Contributions - W Prosper Rd - 1,000,000.00 - 1,000,000.00 - 2,834,750.44 283.48 1,834,750.44 48 Page 66 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 750-4610-10-00 Interest Income - 177,647.85 - 31,065.53 177,647.85 750-4612-10-00 Interest-2006 Bond - 1,517.64 - 98.26 1,517.64 750-4616-10-00 Interest 2012 GO Bond - 281.89 281.89 750-4618-10-00 Interest TXDOT Contributions - 39,668.49 - 135.64 39,668.49 750-4993-10-00 Transfer from Impact Fees - 325,000.00 - 325,000.00 - 355,000.00 - 250,000.00 109.23 30,000.00 750-4995-10-00 Transfer In - 6,399,343.00 - 6,399,343.00 - 6,805,213.30 - 81,173.21 106.34 405,870.30 750-4997-10-00 Transfers In - Bond Funds - 5,312,639.62 - 749,386.79 5,312,639.62 750-4999-10-00 Bond Proceeds - 18,085,000.00 - 18,085,000.00 - 18,085,000.00 750-5405-10-00 Land Acq Svcs Downtown Enhnmnt 60,000.00 - 60,000.00 750-5405-10-00 W Prosper Rd Land Acq Svcs 2,105.00 2,105.00 4.48 0.21 2,100.52 750-5405-10-00 Land Acq Svcs First St 7,408.00 1,299,586.75 1,306,994.75 206,945.00 1,565.00 15.83 1,098,484.75 750-5405-10-00 Land Acq Svcs Park/PW Complex 5,605.00 - 5,605.00 750-5405-10-00 Land Acq Fishtrap Sec 1 and 4 2,800.00 2,800.00 - 2,800.00 750-5410-10-00 HWY 289 Gateway Monument 5,100.00 5,100.00 3,975.00 1,125.00 77.94 750-5410-10-00 US380 Median Design 17,459.44 17,459.44 9,584.44 7,875.00 54.90 750-5410-10-00 Firs St(DNT Intersection) Imp 110,585.00 110,585.00 33,585.00 30.37 77,000.00 750-5410-10-00 Victory Way (Coleman-Frontier) 247,600.00 247,600.00 137,457.26 110,142.74 55.52 750-5410-10-00 Fishtrap - Teel Int Improve 150,000.00 150,000.00 35,097.91 3,300.00 13,174.81 23.40 101,727.28 750-5410-10-00 Coleman (Gorgeous-Prosper Trl) 49,985.00 49,985.00 42,504.00 624.50 7,481.00 85.03 750-5410-10-00 Prosper Trl (DNT Intersection) 88,000.00 88,000.00 74,765.20 13,234.80 84.96 750-5410-10-00 Fishtrap Section 1 & 4 778,900.00 778,900.00 17,800.00 17,800.00 327,200.00 2.29 433,900.00 750-5410-10-00 Traffic Signal Fishtrap/Teel 34,100.00 34,100.00 34,100.00 750-5419-10-00 Prosper Trail (Kroger to Coit) 17,915.00 17,915.00 17,915.00 750-5419-10-00 First Street (DNT to Coleman) 123,546.49 123,546.49 5,000.00 118,546.49 4.05 750-5419-10-00 Town Hall Infrastructure Imprv 1,700.00 161.05 - 1,861.05 750-5430-10-00 Legal Fees-Downtown Enhncmnts 10,470.44 - 10,470.44 750-5430-10-00 Legal Fees-Prosper Trail (K-C) 1,305.00 1,229.00 - 1,305.00 750-5430-10-00 Legal Fees-First St (DNT-Clmn) 76.00 - 76.00 750-5430-10-00 Legal - PS Complex Ph1 38.00 - 38.00 750-5430-10-00 Acacia Parkway Legal Fees 242,738.52 242,738.52 110,913.11 3,572.32 45.69 131,825.41 750-5430-10-00 Legal - Fishtrap Sec. 1 and 4 1,976.00 1,577.00 - 1,976.00 750-5435-10-00 Legal File Downtown Enhancemen 62.00 - 62.00 750-5435-10-00 Legal Filing Prosper Trail 38.00 - 38.00 750-5435-10-00 Legal Filing 1512-ST 178.00 - 178.00 750-5435-10-00 Legal Notices - 1820ST 54.00 - 54.00 750-6110-10-00 FM2478 (US380-FM1461) 174,205.00 174,205.00 174,205.00 750-6110-10-00 US380 Median Lighting 485,000.00 485,000.00 485,000.00 750-6140-10-00 Aerial Ladder Truck 249,651.00 249,651.00 22,345.72 8.95 227,305.28 750-6160-10-00 Aerial Ladder Truck 1,400,000.00 1,400,000.00 394,302.00 982,701.29 28.16 22,996.71 750-6610-10-00 Frontier Pkwy BNSF Overpass 1,230,996.00 1,230,996.00 1,230,996.00 750-6610-10-00 Decorative Monument Signs 22,708.65 22,708.65 22,708.65 100.00 750-6610-10-00 Downtown Enhancements 1,620,486.55 1,620,486.55 1,549,561.99 325,514.61 95.62 - 254,590.05 750-6610-10-00 West Prosper Rd Improvements 3,100,000.00 4,466,497.65 7,566,497.65 4,043,985.65 417,601.15 93,708.60 53.45 3,428,803.40 750-6610-10-00 Prosper Trail (Kroger to Coit) 3,809,774.10 3,809,774.10 1,859,823.26 431,767.86 1,952,996.28 48.82 - 3,045.44 750-6610-10-00 First Street (DNT to Coleman) 396,652.00 396,652.00 33,561.60 8.46 363,090.40 49 Page 67 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 750-6610-10-00 Old Town Streets 766,411.14 766,411.14 718,216.24 48,194.90 93.71 750-6610-10-00 Town Hall Infrastructure Imprv 313.27 - 313.27 750-6610-10-00 Town Hall Construction 71,028.06 71,028.06 64,002.94 5,289.05 90.11 1,736.07 750-6610-10-00 Eighth Street (Church-PISD) 202,735.55 202,735.55 196,977.00 5,758.55 97.16 750-6610-10-00 Field Street (First-Broadway) 132,241.54 132,241.54 130,694.34 1,547.20 98.83 750-6610-10-00 Public Safety Complex, Ph 1 385,000.00 982,119.69 1,367,119.69 884,377.82 63,640.74 376,951.16 64.69 105,790.71 750-6610-10-00 Town Hall FFE 181,545.34 181,545.34 84,011.71 28,168.50 46.28 69,365.13 750-6610-10-00 HWY 289 Gateway Monument 401,986.01 401,986.01 86,268.23 49,649.33 277,383.58 21.46 38,334.20 750-6610-10-00 Whitley Place H&B Trail Extens 500,000.00 500,000.00 500,000.00 750-6610-10-00 Fifth St (Coleman-Church) 20,166.44 20,166.44 17,654.75 2,511.69 87.55 750-6610-10-00 Third St (Main-Coleman) 40,338.75 40,338.75 34,624.55 5,714.20 85.83 750-6610-10-00 Parks and Public Works Complex 1,981,375.00 1,981,375.00 1,133,172.91 57.19 848,202.09 750-6610-10-00 Windsong Road Repairs Ph3 722,744.90 722,744.90 643,297.85 89.01 79,447.05 750-6610-10-00 Frontier Park Soccer Field Imp 54,478.00 54,478.00 22,204.04 22,204.04 40.76 32,273.96 750-6610-10-00 Victory Way (Coleman-Frontier) 2,250,000.00 2,250,000.00 2,250,000.00 750-6610-10-00 Coleman (Gorgeous-Prosper Trl) 325,015.00 325,015.00 300,358.04 24,656.96 750-6610-10-00 PS Facility-Development Costs 850,000.00 - 300,000.00 550,000.00 550,000.00 750-6610-10-00 PS Facility-Construction 10,765,000.00 1,735,000.00 12,500,000.00 845,594.04 745,776.44 11,598,075.96 6.77 56,330.00 750-6610-10-00 Public Safety Complex FFE 1,165,000.00 1,165,000.00 1,165,000.00 750-6610-10-00 Traffic Signal (Coit & First) 288,000.00 288,000.00 288,000.00 750-6610-10-00 BNSF Quiet Zone First/Fifth 145,000.00 145,000.00 145,000.00 750-7144-10-00 Transfer Out 18,627.27 - 18,627.27 760-4610-10-00 Interest Income - 82,626.91 - 11,801.36 82,626.91 760-4993-10-00 Transfer From Impact Fees - 2,842,553.00 - 2,842,553.00 - 2,842,553.00 100.00 760-4995-10-00 Transfers In - 730,075.00 - 730,075.00 - 1,224,546.79 167.73 494,471.79 760-4997-10-00 Transfers In - Bond Funds - 2,751,000.15 2,751,000.15 760-4999-10-00 Bond Proceeds - 8,750,000.00 - 8,750,000.00 - 8,750,000.00 760-5405-10-00 Land Acq. 24WL Conn EST 660,000.00 - 660,000.00 760-5419-10-00 Prosper Trail EST 9,650.00 9,650.00 9,650.00 100.00 760-5430-10-00 Legal - 24" WL Conn. Cnty Line 608.00 551.00 - 608.00 760-5435-10-00 Legal Notices Church/Parvin 236.00 - 236.00 760-5435-10-00 Legal notice - 1716WA 480.00 - 480.00 760-6410-10-00 Water Supply Line Ph I Esment 1,691,500.00 1,691,500.00 1,024,148.00 60.55 667,352.00 760-6610-10-00 Lower Pressure Pln 42" Trns Ln 150,000.00 150,000.00 150,000.00 760-6610-10-00 Old Town Drainage-Church/Parvi 460,000.00 8,800.00 468,800.00 20,000.00 9,800.00 4.27 439,000.00 760-6610-10-00 Coleman Rd Drainage 290,979.00 - 290,979.00 760-6610-10-00 Old Town Drainage Land Acq 10,000.00 10,000.00 12,592.89 500.00 125.93 - 3,092.89 760-6610-10-00 EW Collector (Cook - DNT) 295,775.00 295,775.00 295,775.00 760-6610-10-00 Fishtrap Elevated Storage Tank 5,757,553.00 5,757,553.00 885,432.84 296,093.26 4,872,567.16 15.38 - 447.00 760-6610-10-00 Water Supply Line Phase I 10,546,180.19 10,546,180.19 1,618,690.30 59,877.20 8,481,507.20 15.35 445,982.69 760-6610-10-00 Old Town Regional Retention 550,000.00 101,250.00 651,250.00 41,350.00 5,600.00 21,400.00 6.35 588,500.00 760-6610-10-00 Parks and Public Works Complex 1,448,825.00 1,448,825.00 1,133,172.90 78.21 315,652.10 760-6610-10-00 Old Town Drng - Fifth St Trunk 400,000.00 - 115,908.88 284,091.12 272,962.18 96.08 11,128.94 760-6610-10-00 Glenbrooke Water Meter PRV's 150,000.00 150,000.00 115,147.75 35,250.00 76.77 - 397.75 760-6610-10-00 Custer Rd Meter Stat/WL Reloc 290,325.00 290,325.00 38,113.21 252,211.79 13.13 50 Page 68 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 760-6610-10-00 Church/Parvin WW Reconstruct 100,000.00 100,000.00 100,000.00 760-6610-10-00 Doe Branch WWTP 0.25 MGD Expan 3,625,000.00 - 3,625,000.00 760-6610-10-00 Fifth Street Water Line 200,000.00 200,000.00 192,200.00 7,800.00 770-4610-10-00 Interest Income - 13,224.34 - 1,166.43 13,224.34 770-7144-10-00 Transfer to Capital Projects 396,889.49 236,595.88 - 396,889.49 771-4610-10-00 Interest Income - 62.78 - 6.06 62.78 771-7144-10-00 Transfer to Capital Projects 118.35 - 118.35 772-4610-10-00 Interest Income - 4,024.19 - 215.47 4,024.19 772-7144-10-00 Transfer to Capital Projects 18,489.53 128,063.16 - 18,489.53 773-4611-98-02 Interest - 2016 CO Proceeds - 3,176.53 - 300.60 3,176.53 773-7144-98-02 Transfer to CIP - 1615DR 6,514.29 - 6,514.29 773-7144-98-02 Transfer to CIP - 1616DR 30,000.00 - 30,000.00 774-4612-98-02 Interest - 2017 CO Proceeds - 7,570.80 - 833.06 7,570.80 774-7144-98-02 Tansfer to CIP - 1717DR 234,753.23 - 234,753.23 775-4610-10-00 Interest Income - 31,645.07 - 978.95 31,645.07 775-6200-10-00 Bond Administrative Fees - 7,102.31 7,102.31 775-7144-10-00 Transfer to Capital Projects 2,172,897.25 138,624.66 - 2,172,897.25 776-4610-10-00 Interest Income - 205,556.10 - 17,992.86 205,556.10 776-7144-10-00 Transfer to Capital Projects 1,937,991.92 - 1,937,991.92 777-4610-10-00 Interest Income - 2,159.84 - 2,159.84 2,159.84 777-6200-10-00 Bond Administrative Fees - 3,259.61 - 3,259.61 3,259.61 779-4610-10-00 Interest Income - 6,366.96 - 6,366.96 6,366.96 779-4998-10-00 Other Sources - Debt Issuance - 13,070,000.00 - 13,070,000.00 13,070,000.00 779-4999-10-00 Premium on Bond - 750,446.35 - 750,446.35 750,446.35 779-6200-10-00 Bond Administrative Fees 180,446.35 180,446.35 - 180,446.35 780-4610-10-00 Interest Income - 18,976.76 - 1,926.00 18,976.76 780-7144-10-00 Transfer to Capital Projects 45,702.61 - 45,702.61 781-4610-10-00 Interest Income - 8.17 8.17 781-7144-10-00 Transfer to Capital Projects 153,572.44 - 153,572.44 782-4610-10-00 Interest Income - 47,228.68 - 1,532.13 47,228.68 782-6200-10-00 Bond Administrative Fees - 5,149.18 5,149.18 782-7144-10-00 Transfer to Capital Projects 2,995,205.95 246,103.09 - 2,995,205.95 785-4610-10-00 Interest Income - 1,978.99 - 1,978.99 1,978.99 785-4998-10-00 Other Sources - Debt Issuance - 4,065,000.00 - 4,065,000.00 4,065,000.00 785-4999-10-00 Premium on Bond - 268,233.50 - 268,233.50 268,233.50 785-6200-10-00 Bond Administrative Fees 93,421.50 93,421.50 - 93,421.50 800-4120-65-00 Sales Taxes - 2,455,008.00 - 2,455,008.00 - 2,123,331.25 - 207,923.31 86.49 - 331,676.75 800-4610-65-00 Interest Income - 50,000.00 - 50,000.00 - 95,523.95 - 8,576.99 191.05 45,523.95 800-4910-65-00 Other Revenue - 45.81 45.81 800-5110-65-00 Salaries & Wages 385,562.00 385,562.00 160,560.94 12,104.00 41.64 225,001.06 800-5140-65-00 Salaries - Longevity Pay 275.00 275.00 270.00 98.18 5.00 800-5141-65-00 Salary-Incentive 20,000.00 20,000.00 20,000.00 800-5142-65-00 Car Allowance 14,400.00 14,400.00 3,900.00 300.00 27.08 10,500.00 800-5143-65-00 Cell Phone Allowance 2,580.00 2,580.00 1,275.00 115.00 49.42 1,305.00 800-5145-65-00 Social Security Expense 24,335.00 24,335.00 7,513.11 708.69 30.87 16,821.89 51 Page 69 Item 7. Account Description Current Current Currrent Current Current Encumbrances Percent YTD Current Year Year Year YTD Month %Remaining Adopted Budget Amendment Amended Budget Actual Actual Budget 800-5150-65-00 Medicare Expense 5,692.00 5,692.00 2,235.59 165.75 39.28 3,456.41 800-5155-65-00 SUTA Expense 486.00 486.00 18.00 3.70 468.00 800-5160-65-00 Health Insurance 26,378.00 26,378.00 16,654.66 1,453.38 63.14 9,723.34 800-5165-65-00 Dental Insurance 1,451.00 1,451.00 845.98 73.84 58.30 605.02 800-5170-65-00 Life Insurance/AD&D 517.00 517.00 174.84 10.88 33.82 342.16 800-5175-65-00 Liability (TML)/Workers' Comp 746.00 746.00 313.94 23.67 42.08 432.06 800-5180-65-00 TMRS Expense 53,182.00 53,182.00 22,370.01 1,687.52 42.06 30,811.99 800-5185-65-00 Long/Short Term Disability 715.00 715.00 293.59 23.00 41.06 421.41 800-5186-65-00 WELLE-Wellness Prog Reimb-Empl 600.00 600.00 467.48 50.00 77.91 132.52 800-5189-65-00 Administrative Fees 15,000.00 15,000.00 12,500.00 1,250.00 83.33 2,500.00 800-5190-65-00 Contract Labor 50,000.00 50,000.00 50,000.00 800-5210-65-00 Office Supplies 2,500.00 - 352.00 2,148.00 943.06 36.64 43.90 1,204.94 800-5212-65-00 Building Supplies 500.00 352.00 852.00 851.27 99.91 0.73 800-5220-65-00 Office Equipment 15,000.00 15,000.00 2,428.04 16.19 12,571.96 800-5230-65-00 Dues,Fees,& Subscriptions 40,000.00 40,000.00 13,376.18 4,924.65 33.44 26,623.82 800-5240-65-00 Postage and Delivery 1,000.00 1,000.00 255.15 204.00 25.52 744.85 800-5265-65-00 Promotional Expense 80,000.00 80,000.00 16,546.44 20.68 63,453.56 800-5280-65-00 Printing and Reproduction 5,000.00 5,000.00 213.19 4.26 4,786.81 800-5305-65-00 Chapt 380 Program Grant Exp 504,515.00 504,515.00 410,487.20 33,748.28 81.36 94,027.80 800-5310-65-00 Rental Expense 65,500.00 65,500.00 53,561.25 4,763.73 81.77 11,938.75 800-5330-65-00 Copier Expense 5,500.00 5,500.00 1,662.12 323.62 30.22 3,837.88 800-5340-65-00 Building Repairs 500.00 500.00 500.00 800-5410-65-00 Professional Services 225,000.00 225,000.00 131,792.94 10,830.50 12,000.00 58.58 81,207.06 800-5412-65-00 Audit Fees 2,375.00 2,375.00 2,375.00 100.00 800-5414-65-00 Appraisal/Tax Fees 1,676.08 - 1,676.08 800-5430-65-00 Legal Fees 25,000.00 25,000.00 5,781.65 23.13 19,218.35 800-5520-65-00 Telephones 4,200.00 4,200.00 547.60 13.04 3,652.40 800-5526-65-00 Data Network 1,000.00 1,000.00 759.92 76.06 75.99 240.08 800-5530-65-00 Travel 30,000.00 30,000.00 2,480.38 420.11 8.27 27,519.62 800-5531-65-00 Prospect Mtgs/Business Meals 10,000.00 10,000.00 2,662.94 328.20 26.63 7,337.06 800-5533-65-00 Mileage Expense 500.00 500.00 297.52 18.56 59.50 202.48 800-5536-65-00 Training/Seminars 15,000.00 15,000.00 4,038.00 200.00 26.92 10,962.00 800-6015-65-00 Project Incentives 10,000.00 10,000.00 10,000.00 800-7100-65-00 Operating Transfer Out 660.39 - 660.39 52 Page 70 Item 7. Page 1 of 2 To: Mayor and Town Council From: Doug Kowalski, Police Chief Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Consider and act upon authorizing the Town Manager to execute an Interlocal Agreement between the North Central Texas Emergency Communication District and the Town of Prosper for regional 9-1-1 service. Description of Agenda Item: As required by the Contract for 9-1-1 Services executed between the North Central Texas Emergency Communication District (NCT911) and the Town of Prosper, NCT911 shall execute Interlocal Agreements between itself and its member local governments relating to the planning, development, operation, provision of 9-1-1 services, the use of 9-1-1 funds, and adherence to applicable law. As a participant, the Town is required to execute the Interlocal Agreement with NCT911. The term of the agreement will be for two years. The previous Interlocal Agreement that was signed in March expires September 30, 2019. The interim agreement was from the time the organization was declared a District (March 2019) to the end of the current fiscal year (September 30, 2019). The new agreement term is October 1, 2019 – September 30, 2021. The terms of the agreement have not changed. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the ILA as to form and legality. Attached Documents: 1. Interlocal agreement Town Staff Recommendation: Town staff recommends that the Town Council authorize the Town Manager to execute an Interlocal Agreement between the North Central Texas Emergency Communication District and the Town of Prosper for regional 9-1-1 service. Proposed Motion: I move to authorize the Town Manager to execute an Interlocal Agreement between the North Central Texas Emergency Communication District and the Town of Prosper for regional 9-1-1 service. Prosper is a place where everyone matters. POLICE DEPARTMENT Page 71 Item 8. Page 1 of 15 INTERLOCAL AGREEMENT BETWEEN THE NORTH CENTRAL TEXAS EMERGENCY COMMUNICATIONS DISTRICT AND FOR REGIONAL 9-1-1 SERVICE Section 1: Parties and Purpose 1.1. 1.2. 1.3. The North Central Texas Emergency Communications District (hereinafter “NCT9-1-1”) is a regional emergency communications district and a political subdivision of the State of Texas organized under the Texas Health and Safety Code, Subchapter H, Chapter 772, as amended. NCT9-1-1 develops an annual budget to operate and maintain 9-1-1 service within the district. (hereinafter “Public Agency”) is a local government that operates a Public Safety Answering Point (“PSAP”) that participates in NCT9-1-1 as authorized by Texas Health and Safety Code Chapter 772. This Interlocal Agreement is entered into between NCT9-1-1 and Public Agency pursuant to Texas Government Code Chapter 791 so that NCT9-1-1 can operate and maintain the systems utilized for the provision of 9-1-1 emergency communications services. For purposes of carrying out NCT9-1-1’s duties and obligations under this agreement, the parties understand and agree that references to NCT9-1-1 includes its employees, officers, directors, volunteers, agents (including North Central Texas Council of Governments, hereinafter “NCTCOG”), and their representatives individually, officially, and collectively. Section 2: Rights and Duties of the Public Agency The Public Agency will: 2. 1 Financial/Insurance 2.1.1 Return or reimburse NCT9-1-1 any 9-1-1 funds used in noncompliance with applicable laws and/or rules within 60 days after the discovery of noncompliance and notice to the Public Agency of such noncompliance, unless an alternative repayment plan is approved, in writing, by both parties. 2.1.2 Reimburse NCT9-1-1 for damage to 9-1-1 equipment caused by intentional misconduct, abuse, misuse, or negligence by Public Agency employees or other persons granted access to the PSAP, as well as acts of force majeure. This provision does not include ordinary wear and tear or day-to-day use of the equipment. 2.1.3 Maintain accurate fiscal records and supporting documentation of all 9-1-1 funds distributed to Public Agency and all 9-1-1 funds spent by such Public Agency for 9-1-1 service, with specific detail for 9-1-1 funds received. 2.1.4 Purchase and maintain adequate insurance policies on all 9-1-1 equipment in amounts enough to provide for the full replacement of such equipment in cases of loss due to anything other than daily use and normal wear Page 72 Item 8. Page 2 of 15 and tear. Public Agency shall name NCT9-1-1 and NCTCOG, including their representatives and agents, as an additional insured or equivalent under the Public Agency’s general liability insurance policy or membership agreement in any governmental risk pool or other similar entity with a duty to provide a defense, and which is provided by policy or membership agreement so that NCT9-1-1 and/or NCTCOG may seek coverage upon demand by NCT9-1-1 and/or NCTCOG in the event of a covered claim. Public Agency shall provide proof of coverage at the request of NCT9-1-1. 2.2 Equipment and Inventory 2.2.1 Report any lost, stolen, or nonfunctioning equipment in writing to NCT9-1-1 immediately upon discovery. 2.2.2 Notify NCT9-1-1 in writing 30 days in advance of disposition of equipment due to obsolescence, failure, or other planned replacement. 2.3 Security 2.3.1 Protect all NCT9-1-1 provided equipment by implementing measures that secure the premises (including equipment room) of its PSAP against unauthorized entrance or use. 2.3.2 Operate within local standard operating procedures and take appropriate security measures as may be necessary to ensure that non-approved third-party software applications cannot be integrated into the PSAP‘s Call Handling Equipment (CHE) or workstations. 2.3.3 Refrain from attaching or integrating any hardware device (i.e. external storage devices) or software application without prior written approval of NCT9-1-1. Further, no unauthorized person shall configure, manipulate, or modify any hardware device or software application. Such authority can only be granted by NCT9- 1-1. 2.3.4 Adhere to Health and Safety Code, Section 772.002(C), Confidentiality of Information. 2.3.5 Ensure each person who is authorized to receive, store, process, and/or transmit CHE information has a unique identification login and be logged into such equipment identifying their legitimacy for use. 2.4 Maintenance 2.4.1 Ensure areas where NCT9-1-1 equipment is installed are clean and allows for unobstructed access by the NCT9-1-1 Technology Team. 2.4.2 Whenever possible, provide at least a two-week notice in writing to NCT9-1-1’s Technology Team regarding any maintenance that could adversely affect 9-1-1 operations. Page 73 Item 8. Page 3 of 15 2.4.3 Provide at least a 48-hour notice in writing to NCT9-1-1’s Technology Team prior to work commencing on any scheduled maintenance on commercial power backup generators. 2.4.4 Notify NCT9-1-1’s Technology Team immediately of any power or generator outages greater than 15 minutes. If the outage affects the 9-1-1 system, trouble reporting procedures should be followed. 2.4.5 Notify NCT9-1-1’s Technology Team of technical issues immediately upon discovery. The Public Agency will utilize one of the following methods: a.Via telephone by calling (888) 311-3911 b.Via email to Support@NCT911.org c.Via the Trouble Ticket System (accessed by using the icon on the toolbar of the CHE) d.Via the website at https://SSC.NCT911.org (only works with issued credentials) 2.4.6 Test generators at least monthly and conduct a load test at least once a year, to ensure that all NCT9-1-1 equipment remains functional. 2.5 Training 2.5.1 Schedule telecommunicators to receive 9-1-1 equipment training within 120 days of his/her hire date. 2.5.2 Ensure that 9-1-1 PSAP Supervisors/Managers (or designee) attend the PSAP Supervisors’ Meeting. NCT9- 1-1 offers at least three PSAP Supervisors’ meetings per year and a minimum attendance of two meetings per year is required for each PSAP. 2.5.3 Ensure PSAP Telecommunicators, Training Coordinators, Supervisors/Managers, and other essential personnel identified by the Supervisor/Manager attend mandatory training associated with the implementation of new technology. This training is generally scheduled for specific dates and times. Make up sessions can be scheduled if PSAP scheduling does not allow personnel to attend their designated time slot. 2.5.4 May request the use of training facilities by sending an email to 911OperationsTeam@NCT911.org specifying the date of request, time of request and type of resources needed. 2.5.5 Ensure that all telecommunicators attend a 9-1-1 equipment and technology training refresher course every two years. 2.6 Facilities 2.6.1 Meet prescribed equipment room requirements (Attachment A). Any expenses associated with this requirement are the responsibility of the Public Agency. 2.6.2 Ensure areas with 9-1-1 equipment maintain a temperature between 65-85 degrees Fahrenheit. Page 74 Item 8. Page 4 of 15 2.6.3 Ensure 9-1-1 equipment room and communications area complies with the Americans with Disabilities Act of 1990. 2.6.4 Provide access to NCT9-1-1 staff and contracted vendors that meet CJIS requirements on a 24/7/365 basis without prior notice. 2.7 Supplies 2.7.1 Purchase supplies such as printer paper, printer ink, cleaning materials, and other expendable items necessary for the continuous operation and maintenance of its PSAP. 2.8 Monitoring/Reporting 2.8.1 Maintain financial, statistical, and ANI/ALI records adequate to document performance, costs, and receipts under this Agreement in accordance with applicable records retention schedules. Public Agency agrees to maintain these records at Public Agency’s offices and provide or make available for inspection upon request by NCT9-1-1. 2.8.2 Cooperate fully with all reasonable monitoring requests from NCT9-1-1 for the purposes of assessing and evaluating Public Agency’s performance under this Agreement. 2.9 Media Relations 2.9.1 Make every effort to communicate complete and accurate information in social media posts and/or interaction with the media, specifically as it relates to NCT9-1-1. Public Agency should first coordinate with NCT9- 1-1 before making comments on social media and/or speaking to the media regarding 9-1-1 technology and service or issues with the 9-1-1 service providers. 2.9.2 Not disclose PSAP correspondence that NCT9-1-1 has clearly noted as proprietary or confidential, unless required to do so by law. 2.9.3 Refer media directly to NCT9-1-1 for discussions related to NCT9-1-1 technology and other NCT9-1-1 service or program specific questions. 2.10 Operations 2.10.1 Sign the contingent PSAP agreement supplied by NCT9-1-1 and provide at NCT9-1-1’s request. Changes to contingent PSAPs must be approved by NCT9-1-1. 2.10.2 Delegate PSAP supervisory personnel or a designee and provide related contact information (to include after hour contact information) as a single point of contact for NCT9-1-1. Page 75 Item 8. Page 5 of 15 2.10.3 Provide a minimum of 180 days’ prior notice of any facility moves, adds, or changes that affect the 9-1-1 system. 2.10.4 Test all 9-1-1 CHE for proper operation and user familiarity at least once per week, including, but not limited to: tests for voice calls, texts to 9-1-1 and TTYs. 2.10.5 NCT9-1-1 recommends power cycles at each 9-1-1 position at least once each week. 2.10.6 NCT9-1-1 recommends logging all TDD/TTY calls and test calls. 2.10.7 Keep at least one 10-digit emergency telephone number that is not part of an automated system to be used for 9-1-1 transfer calls and default routing. These numbers will be answered by a telecommunicator 24/7/365 and should have the ability to be call forwarded. Any change in the 10-digit emergency telephone number must be reported to NCT9-1-1 in writing. The number shall be provided to the public during 9-1-1 service disruptions (via notification system, website, social media and/or emergency management). 2.10.8 Notify NCT9-1-1 in writing at least 90 days prior to changing emergency services providers including medical, law enforcement, and fire. 2.10.9 Submit a signed Manual ALI Request form (Attachment B) to NCT9-1-1 annually and agree to use ALI lookup feature only in handling and processing of an emergency telephone call. 2.10.10 Public Agency utilizing Text to 9-1-1 services must complete a Text to 9-1-1 Service Agreement (Attachment C). 2.10.11 Have an emergency plan for 9-1-1 communications that includes, at a minimum, a.Emergency generator information and how to operate said generator b.Documented procedures for the transfer of administrative lines when the call center is evacuated. 2.10.12 Comply with NCT9-1-1 policy and procedures for PSAP moves and changes. 2.10.13 Report discrepancies to NCT9-1-1 utilizing the tools in the dispatch mapping solution within 72 hours. 2.10.14 Ensure that all telecommunicators log into the 9-1-1 software at the beginning of his/her shift and logs out at the end of his/her shift. 2.10.15 In accordance with Texas Health and Safety Code 772.619 ( c ), the 9-1-1 database information is not available for public inspection and cannot be released to the public. If a Public Information Act request specifies 9-1-1 database information, NCT 9-1-1 must be notified within three (3) business days of the Public Agency receiving the request. Page 76 Item 8. Page 6 of 15 2.10.16 Be responsible for all furniture, administrative telephones, copier machines, and administrative desktop computers provided by NCT9-1-1 located within Public Agency’s operating area. 2.10.17 If administrative telephone system is integrated with NCT9-1-1 equipment- Maintain a contingency plan identifying the back-up solution for the administrative telephone system. If a contingency plan is not provided to NCT9-1-1 within 30 days of contract execution, NCT9-1-1 reserves the right to remove the administrative phone lines from the 9-1-1 equipment. Administrative line integration is provided as a courtesy, not a requirement. Section 3: Rights and Duties of NCT9-1-1 3.1 Financial 3.1.1 Develop a budget and strategic plan to meet Public Agency needs for the establishment and operation of 9-1-1 services throughout the NCT9-1-1 region, according to standards established and approved by the NCT9-1- 1 Board of Managers. 3.1.2 Provide 9-1-1 service to include 9-1-1 equipment, software, services, and other items described in the current NCT9-1-1 Strategic Plan, throughout the region as funded by emergency service fees. 3.1.3 Maintain accurate fiscal records and supporting documentation of all 9-1-1 activities including specific details of funds distributed to Public Agency. 3.2 Equipment and Inventory 3.2.1 Allow Public Agency the opportunity to participate in the planning, implementation, and operation of 9-1- 1 equipment. 3.2.2 Conduct a physical inventory of critical hardware annually and reconcile inventory periodically. 3.3 Training 3.3.1 Ensure telecommunicators have access to the NCT9-1-1 Training webpage. 3.3.2 Offer CHE training to all new telecommunicators and refresher training every two years. 3.3.3 Offer licensing training through the Regional Telecommunicator Academy that meets or exceeds Texas Commission on Law Enforcement (TCOLE) rules and regulations. 3.3.4 Offer continuing education training for Intermediate, Advanced, and Master Telecommunicator Certifications as budget allows. Page 77 Item 8. Page 7 of 15 3.4 Maintenance 3.4.1 Practice preventative maintenance on all NCT9-1-1 owned or leased CHE, software, and databases including, at a minimum, backing up data as necessary. NCT9-1-1 shall be responsible for any maintenance costs on NCT9-1-1 owned or leased equipment. 3.5 Operations 3.5.1 Inspect contingent PSAP agreements periodically. 3.5.2 Implement upgrades of PSAP equipment and software, as authorized in the current annual budget, through the appropriate NCT9-1-1 processes for the purchase of new equipment and software. 3.6 Crisis Communications 3.6.1 NCT9-1-1 will make every effort to communicate complete and accurate information to the Public Agency in a timely manner about 9-1-1 technology and services during 9-1-1 service interruptions. 3.6.2 NCT9-1-1 will post updates on its website and social media sites. NCT9-1-1 recommends the Public Agency use the wording provided through those avenues when providing updates to the public. Section 4: Effective Date and Term of Agreement 4.1 This Agreement shall take effect October 1, 2019, and shall continue until September 30, 2021, unless earlier terminated under 8.1 Early Termination of Agreement. Section 5: Ownership, Transference, and Disposition of Equipment 5.1 NCT9-1-1 may purchase, lease, or otherwise procure, on Public Agency’s behalf, the 9-1-1 equipment, software, services, and other items as described in the NCT9-1-1 Strategic Plan. 5.2 NCT9-1-1 shall establish ownership of all 9-1-1 equipment procured with 9-1-1 funds as defined herein and located within the Public Agency’s jurisdiction. NCT9-1-1 may maintain ownership, or it may transfer ownership to Public Agency. Before any such transfer of ownership, NCT9-1-1 will evaluate the adequacy of controls of Public Agency to ensure that sufficient controls and security exist by which to protect and safeguard the equipment procured with 9-1-1 funds for the purpose of delivery of 9-1-1 calls. It is understood that the equipment may or may not be procured by NCT9-1-1 on behalf of Public Agency, according to NCT9-1-1’s Strategic Plan. 5.3 The basic 9-1-1 equipment categories are: Page 78 Item 8. Page 8 of 15 •Call Handling Equipment (CHE) – telephone equipment located at the PSAP which may include telephones, integrated workstations, servers, ANI controllers, software, monitors, gateways, routers, and any other equipment necessary for 9-1-1 call delivery to the PSAP •Telecommunications Device for the Deaf (TDD)/Teletypewriter (TTY) •Uninterruptable Power Supply (UPS) 5.4 Transfer-of-ownership documents shall be prepared by NCT9-1-1 and signed by both parties upon transference of ownership of any 9-1-1 provided equipment. NCT9-1-1 shall maintain ownership of 9-1-1 CHE. Section 6: Relationship between the Parties, Assignment and Subcontracting 6.1 It is understood and agreed that the relationship described in this Agreement between the Parties is contractual in nature and is not to be construed to create a partnership or joint venture or agency relationship between the parties. 6.2 This Agreement may not be assigned by either Party without the prior written consent of the other Party. An attempted assignment in violation of this agreement is void. 6.3 Public Agency may not subcontract its duties under this Agreement without the prior written consent of NCT9-1-1. Any subcontract shall be subject to all terms and conditions contained in this Agreement and Public Agency agrees to furnish a copy of this aAgreement to its subcontractor(s). Section 7: Records and Monitoring 7.1 NCT9-1-1 is entitled to inspect and copy, on a 24/7/365 basis, at Public Agency’s office, the records maintained under this Agreement for as long as they are maintained. 7.2 NCT9-1-1 is entitled to visit Public Agency’s offices, talk to its personnel, and audit its applicable 9-1-1 records during normal business hours to assist in evaluating its performance under the Agreement. Section 8: Early Termination of Agreement 8.1 NCT9-1-1 reserves the right to terminate this Agreement in whole or in part upon a default by Public Agency. Notice of termination shall be provided to Public Agency in writing, shall set forth the reason(s) for termination, and provide for a minimum of thirty (30) days to cure the defect(s). Termination is effective only in the event Public Agency fails to cure the defect(s) within the period stated in the notice subject to any written extensions. If the Agreement is terminated, Public Agency shall cooperate with NCT9-1-1 to ensure an orderly transition of services. Further, all equipment shall be returned to NCT9- 1-1 in working condition and NCT9-1-1 shall only be liable for payment for services rendered before the effective date of termination. Either Party may terminate this Agreement for convenience upon 180 days written notice to the other Party. Certain reporting requirements in the Agreement shall survive termination. Page 79 Item 8. Page 9 of 15 Section 9: Notice to Parties 9.1 Notice under this contract must be in writing and received by the party or his/her representative or replacement, to which the notice is addressed. Notice is considered received by a party when it is: •Delivered to the party personally; •On the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, to the party’s address as specified in paragraph 9.2 and signed on behalf of the party; or •Three business days after its deposit in the United States Mail, with first-class postage affixed, addressed to the party’s address specified in paragraph 9.2. 9.2 Notices shall be sent to the following address for each party: If to NCT9-1-1: If to Public Agency: PO Box 5888 Arlington, Texas 76005 Attn: Mike Eastland Section 10: General Provisions 10.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, United States of America. The mandatory and exclusive venue for the adjudication or resolution of any dispute arising out of this Agreement shall be in Tarrant County, Texas. 10.2 Liability. The Parties agree and acknowledge that each Party is not an agent of the other Party and that each Party is responsible for its acts, forbearances, negligence and deeds, and for those of its agents, contractors, officers and employees in conjunction with each Party's performance under this Agreement. 10.4 Limitation of Liability. In no event shall either party be liable for special, consequential, incidental, indirect or punitive loss, damages or expenses arising out of or relating to this Agreement, whether arising from a breach of contract or warranty, or arising in tort, strict liability, by statute or otherwise, even if it has been advised of their possible existe nce or if such loss, damages, or expenses were reasonably foreseeable. 10.5 Procurement. Both parties agree to comply with all applicable federal, State and local laws, rules and regulations for purchases under this Agreement. Failure to do so may result in ineligibility and denial of reimbursement by NCT9-1-1. 10.6 Force Majeure. It is expressly understood and agreed by the Parties to this Agreement that if either party hereto is prevented from or delayed in the performance of any of its obligations hereunder by reason of force majeure, defined as acts of God, war, riots, storms, fires or any other cause whatsoever beyond the reasonable control of the party, the party so prevented or delayed shall be excused from the performance of any such obligation to the extent and during the period Page 80 Item 8. Page 10 of 15 of such prevention or delay. The period of time applicable to such requirement shall be extended for a period of time equal to the period of time such Party was delayed. Each Party must inform the other in writing within reasonable time of the existence of such force majeure. 10.7 Entire Agreement. This Agreement and any attachments/addendums, as provided herein, constitute the entire agreement of the parties and supersedes all other agreements, discussions, representations or understandings between the parties with respect to the subject matter hereof. 10.8 Availability of Funding. Public Agency acknowledges that NCT9-1-1’s sole source of funding for this Agreement is the 9-1-1 fees collected by service providers and remitted to NCT9-1-1. If fees sufficient to pay Public Agency under this Agreement are not paid to NCT9-1-1, the suspension of services will be effective 10 calendar days after Public Agency’s receipt of notice. Upon suspension of payment, Public Agency’s obligations under this Agreement are also suspended until NCT9-1-1 resumes receipt of funding. 10.9 Amendments. This Agreement may be amended only by a written amendment executed by both Parties, except that any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in Federal and State law or regulations or required by the funding source, are automatically incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation. In the event of such occurrence, written notice of alterations, additions or deletions to the terms of this Agreement will be provided to Public Agency. 10.10 Nondiscrimination and Equal Opportunity. Public Agency shall not exclude anyone from participating under this Agreement, deny anyone benefits under this Agreement, or otherwise unlawfully discriminate against anyone in carrying out this Agreement because of race, color, religion, sex, age, disability, handicap, or national origin. 10.11 Immunity. It is expressly understood and agreed that, in the execution of this Agreement, no party waives, nor shall be deemed hereby to waive, any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions, including but not limited to sovereign and governmental immunity. 10.12 Attorney Fees. If any action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs in addition to any other relief to which that party may be entitled. 10.13 Dispute Resolution. The parties to this Agreement agree to the extent possible and not in contravention of any applicable State or Federal law or procedure established for dispute resolution, to attempt to resolve any dispute between them regarding this Agreement informally through voluntary mediation or any other local dispute mediation process before resorting to litigation. The parties agree to continue performing their duties under this contract, which are unaffected by the dispute during the negotiation and mediation process. Page 81 Item 8. Page 11 of 15 NORTH CENTRAL TEXAS EMERGENCY COMMUNICATIONS DISTRICT By: By: Name: Name: Mike Eastland Title: Title: Executive Director Date: Date: Date of governing body approval: _______________________ Attachments: Attachment A: Equipment Room and Electrical Requirement Attachment B: Manual ALI Request Form Attachment C: Text to 9-1-1 Service Agreement Page 82 Item 8. Page 12 of 15 Attachment A Equipment Room and Electrical Requirements Equipment Room: •There should be enough space to remove equipment from the equipment room in the event of an upgrade or replacement of faulty equipment i.e. removal of the Uninterruptible Power Supply (UPS) battery system, or large rack mounted servers. •Do not attach any equipment that is not provided by NCT9-1-1 into rack being utilized for 9-1-1 call delivery. Equipment racks should remain segregated to allow NCT9-1-1 the ability to add/remove/change any of their equipment when necessary. •Do not stack anything on or around NCT9-1-1 equipment rack or UPS, UPS bypass switch, or electrical distribution panel. •There should be elevator access to the equipment room, or 911 demarcation closets located upstairs. Fire Protection: •Dry pipe high temperature type systems are recommended if sprinkler heads are to be in the 9-1-1 equipment room. •If possible, non-combustible material should be used for the room construction. Security Precautions: •Public Agency may need to extend and improve existing building security to provide adequate protection for the 9-1-1 equipment. •Electric locks or push-button access code or card readers are not recommended unless you provide a battery backup system. Temperature and Humidity Control: •A stable ambient operating temperature of 72 degrees Fahrenheit is recommended. Maximum tolerances are from 65 to 85 degrees non-condensing. •Air conditioning units must be able to handle the heat produced by the 9-1-1 equipment. •For estimates on BTU output of the equipment, please consult with onsite installation personnel. Static Electricity: Static can damage circuitry permanently, interrupt system operation and cause lost data. To prevent static: •The equipment room humidity must be constant. •The room floor should not be carpeted, unless carpet is static free and grounded. •The room floor should be sealed, (preferably tiled), but not waxed. Lighting: •Lighting must not be powered from the switch room service panel. •Lighting should provide 50-75-foot candles measured 30” above the equipment room floor. Page 83 Item 8. Page 13 of 15 Grounding: •A single point, isolated ground is required unless superseded by local code. The source should be XO of the transformer that feeds the phase conductors to the equipment room electrical service panel. •Terminations must be accessible for inspection during the life of the installation. •Conductors must be continuous with no splices or junctions. •Conductors must be no load, non-current carrying. Electrical: •Voltage required is 208/120 V three phase; four wire “wye” service or 240/120 single phase 4 wire “delta” service. •A dedicated transformer is preferred; however, a shared transformer or distribution is acceptable. •IGL6-15, 20 or 30 receptacles are required, and the ground must terminate on the IG buss. •All circuit breakers must be clearly labeled. •Terminal devices located in the equipment room will require local power. These outlets must be wired and fused independently from all other receptacles. They must also be IG type receptacles. •NCT9-1-1 equipment should be plugged into independent circuits, and segregated from other non-911 equipment, such as floor heaters, radio equipment, etc. This will ensure that a failure of non-911 equipment won’t adversely affect the performance of 9-1-1 call handling equipment. Page 84 Item 8. Page 14 of 15 Attachment B Manual ALI Request Form For reference only. To be sent as a separate agreement to Chief/Sheriff and Communications Manager/Supervisor. Updated: June 6, 2019 PSAP Name: _____________________________ Date: ______/_____/_______ This letter is to request that the “Manual ALI Query” feature be enabled at _______________________. (PSAP NAME) The 9-1-1 call handling equipment (CHE) provided by NCT9-1-1 has been configured to allow manual queries and is compatible with the manual ALI query protocol of NCT9-1-1. MANUAL ALI QUERY SERVICES WILL ONLY BE USED IN THE HANDLING OF EMERGENCY CALLS. All manual ALI queries must also be documented using the reason feature. This PSAP and the Telecommunicators with access to 9-1-1 fully understand and agree to comply with the terms and conditions set forth under which this feature may be provided. The NCT9-1-1 operations staff has access to a statistical report of Manual ALI Query per PSAP. Misuse of the proprietary ALI information may be cause for the termination of this feature for the PSAP. Acknowledgement signatures by authorized representatives of contracting 9-1-1 agency: _____________________________________________ ______________________________ Chief / Sheriff Date _____________________________________________ ______________________________ Communications Supervisor / Manager Date Page 85 Item 8. Page 15 of 15 Attachment C Text to 9-1-1 Service Agreement For reference only. To be sent as a separate agreement to Chief/Sheriff and Communications Manager/Supervisor and signed only by those with Text to 9-1-1. North Central Texas Emergency Communications District Regional 9-1-1 Program Text to 9-1-1 Service Agreement Updated: June 6, 2019 PSAP Name: _____________________________ Date: ______/_____/_______ The 9-1-1 call handling equipment (CHE) provided by NCT9-1-1 has been configured to allow Text to 9-1-1 service. The PSAP is required to conduct at least ten (10) test requests for help via text per month. NCT9-1-1 shall provide training, best practice and implementation of this service. NCT9-1-1 shall also assist testing and public education when requested. The PSAP has been advised that this is an interim solution with limitations and feature will evolve as the service does. This PSAP and the Telecommunicators with access to 9-1-1 fully understand and agree to comply with the terms and conditions set forth under which this service provided. North Central Texas Emergency Communications District PO Box 5888 Arlington, Texas 76005-5888 or Email: 911Projects@NCT911.org , Subject: Text to 9-1-1 Service Agreement Acknowledgement signatures by authorized representatives of contracting 9-1-1 agency: _____________________________________________ ______________________________ Chief / Sheriff Date _____________________________________________ ______________________________ Communications Supervisor / Manager Date Page 86 Item 8. Page 1 of 2 To: Mayor and Town Council From: Doug Kowalski, Police Chief Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Consider and act upon a resolution of the Town Council of the Town of Prosper, Texas, authorizing the Town to submit a grant application to the Office of the Governor (OOG) for Prosper Police Department SWAT equipment enhancement grant. Description of Agenda Item: FY 2019-2020 State Homeland Security Program (SHSP) grant was pre-approved to the Town of Prosper Police Department through the North Central Texas Council of Governments (NCTCOG) SWAT working group which ranks regional projects to be awarded by the state. We are seeking ratification of the grant application per the Town Administrative Regulations, Chapter 9 (Grant Management) and Town of Prosper Ordinance No. 16-75 authorizing the Town Manager to sign the application and thereafter seek ratification by the Town Council. Once the formality of signing the resolution is complete, the state approves the NCTCOG working group project list (which is attached). Once we upload the resolution into the state grant portal, the state will send us the official award letter. The period of performance will be 12 months and starts October 1, 2019. 100% reimbursement will be made to the Town of Prosper by the State of Texas, Office of the Governor , after the equipment has been purchased and implemented. The grant will fund the purchase of four binocular night vision goggles in Fiscal Year 2019-2020. The following chart represents federal-local cost sharing totals. Fiscal Year 2019-2020 Federal Share-100% $32,000 Local Share $0 Total $32,000 Attached Documents: 1. Resolution 2. Sub-recipient worksheet Prosper is a place where everyone matters. POLICE DEPARTMENT Page 87 Item 9. Page 2 of 2 Town Staff Recommendation: Town staff recommends that the Town Council approve a resolution authorizing the Town to submit a grant application to the Office of the Governor (OOG) for Prosper Police Department SWAT equipment enhancement grant. Proposed Motion: I move to approve a resolution authorizing the Town to submit a grant application to the Office of the Governor (OOG) for Prosper Police Department SWAT equipment enhancement grant. Page 88 Item 9. TOWN OF PROSPER, TEXAS RESOLUTION NO. 19-__ A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, AUTHORIZING THE TOWN TO SUBMIT A GRANT APPLICATION TO THE OFFICE OF THE GOVERNOR (OOG) FOR PROSPER POLICE DEPARTMENT SWAT EQUIPMENT ENHANCEMENT GRANT NUMBER 3531201. WHEREAS, the Town of Prosper finds it in the best interest of the citizens of the Town of Prosper that the 2019 SHSP-Prosper Town-SWAT Equipment Enhancements be operated for the 2020 calendar year; and WHEREAS, the Town agrees to provide applicable matching funds for said project as required by the Office of the Governor State Homeland Security Program grant application; and WHEREAS, the Town agrees that in the event of loss or misuse of the funds Office of the Governor, the Town assures that the funds will be returned to the Office of the Governor in full; and WHEREAS, the Town designates the Town Manager, Harlan Jefferson, as the grantee’s authorized official. The authorized official is given the power to apply for, accept, reject, alter or terminate the grant on behalf of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 The findings set forth above are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2 The Town Council of the Town of Prosper does hereby approve the submission of the grant application for the 2019 SHSP-Prosper-SWAT Equipment Enhancement to the Office of the Governor. SECTION 3 This Resolution shall be effective from and after its passage by the Town Council. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 24TH DAY OF SEPTEMBER, 2019. ___________________________________ Ray Smith, Mayor Page 89 Item 9. ATTEST: ____________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: ____________________________________ Terrence S. Welch, Town Attorney Page 90 Item 9. Page 1 of 2 To: Mayor and Town Council From: Alex Glushko, AICP, Planning Manager Through: Harlan Jefferson, Town Manager Re: Tow n Council Meeting – September 24, 2019 Agenda Item: Consider and act upon authorizing the Town Manager to execute a Second Amended Annexation Agreement between OM Frontier Estates, LLC. and the Town of Prosper, Texas, regarding a 22.05± acre property, generally located on the south side of Frontier Parkway, west of Custer Road. Description of Agenda Item: In 2009, the Town entered into multiple five-year Annexation Agreements with the remaining unincorporated properties within Collin County and in the Town’s Extraterritorial Jurisdiction (ETJ). In 2014, the Town extended those agreement for an additional five-year term. These agreements ensure that development will be in accordance with the Town’s standards. The Town has offered to extend the agreement by offering a Second Amended Annexation Agreement for an additional five (5) years. The subject property is eligible for a Second Amended Annexation Agreement, and the property owner has agreed to extend their Agreement. It should be noted the original Annexation Agreement and first extension were with the previous property owners, Furr Properties. Since 2014, the subject property was sold to OM Frontier Estates, LLC. Legal Obligations and Review: Town Attorney, Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the agreement as to form and legality. Attached Documents: 1. Annexation Agreement Exhibit 2. Second Amended Annexation Agreement 3. Exhibit A 4. 2014 Annexation Agreement Prosper is a place where everyone matters. PLANNING Page 92 Item 10. Page 2 of 2 Town Staff Recommendation: Town staff recommends the Town Council authorize the Town Manager to execute a Second Amended Annexation Agreement between OM Frontier Estates, LLC. and the Town of Prosper, Texas, regarding a 22.05± acre property, generally located on the south side of Frontier Parkway, west of Custer Road. Proposed Motion: I move to authorize the Town Manager to execute a Second Amended Annexation Agreement between OM Frontier Estates, LLC. and the Town of Prosper, Texas, regarding a 22.05± acre property, generally located on the south side of Frontier Parkway, west of Custer Road. Page 93 Item 10. US 3 80US 380 FISH TRAP RD FIRST S T COIT RDCUSTER RDFM 1385 COLEMAN STLEGACY DRDALLAS PKWYTEEL PKWYPROSP ER RD GEE RDFRO NT I ER P KW Y Annexation Agreement Exhibit ¶ 0 1 20.5 Miles Town of Prosper PRESTON RDLeg en d OM Fron tier Estates Property Pa tin Pro perty Y-C N urserie s Prop erty An nexation Process Instiga ted Exten sion Accepted but Agre ement Not R eceive d No Response to Extension Offer ETJ Page 94 Item 10. Page 1 AFTER RECORDING, RETURN TO: Town of Prosper P.O. Box 307 Prosper, Texas 75078 STATE OF TEXAS ) ) SECOND AMENDED ANNEXATION AGREEMENT COUNTY OF COLLIN ) This SECOND AMENDED ANNEXATION AGREEMENT (“Agreement”) is made and entered into as of this ___ day of _____________, 2019 (“Effective Date”), by and between the Town of Prosper, Texas (“Town”), and _____________________ (“Owner”) on the terms and conditions hereinafter set forth. WHEREAS, Owner owns approximately 22.051 acres, more or less, situated in the William T. Horn Survey, Abstract 419, Collin County, Texas, which is more particularly described in Exhibit A, attached hereto and incorporated herein for all purposes (“Property”); and WHEREAS, on or about 29th day of January 2009, the Town and the Owner entered into an Annexation Agreement (“2009 Annexation Agreement”), pursuant to Sections 43.035 and 212.172 of the Texas Local Government Code, as amended, relative to the Property; and WHEREAS, the 2009 Annexation Agreement provided in Section 8 thereof, in part, that the term of said 2009 Annexation Agreement was five (5) years from the effective date of said Agreement; and WHEREAS, on or about 23rd day of July, 2014, the Town and the Owner entered into an Amended Annexation Agreement extending, in part, the Agreement for an additional five (5) year period; and WHEREAS, it is the intent of the Town and the Owner to renew the Amended Annexation Agreement for an additional five (5) year term, and that all other provisions of the 2014 Annexation Agreement and the Amended Annexation Agreement shall remain in full force and effect except to the extent referenced in this Agreement. NOW, THEREFORE, this Agreement is hereby made and entered into by the Town and the Owner for and in consideration of the foregoing premises and the mutual covenants contained hereinafter, the sufficiency of which are hereby acknowledged by the parties: 1. Extension of Term. The term of the Amended Annexation Agreement is hereby extended an additional five (5) years, from the date of execution of this Agreement. 2. Provisions of 20__ Annexation Agreement in Full Force and Effect. All other provisions of the 2014 Annexation Agreement shall remain in full force and effect, except to the Page 95 Item 10. Page 2 extent amended herein. Further, in the event that there is no extension of this Agreement for an additional Term, after the fifth anniversary of execution of this Agreement, the Town may annex the Property during the three (3) year period following the date of termination of this Agreement. During said three (3) year period following the date of termination of this Agreement, the Property shall be subject to annexation at the discretion of the Town and Landowner agrees that such annexation shall be voluntary and Landowner hereby irrevocably consents to such annexation. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below. TOWN OF PROSPER, TEXAS By: ________________________________ Harlan Jefferson, Town Manager ATTEST: ________________________________ Robyn Battle, Town Secretary OWNER: ____________________________________ (Anjum Varshney for OM Frontier Estates) Page 96 Item 10. Page 3 STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of __________, 2019, by Harlan Jefferson, Town Manager for the Town of Prosper, Texas, on behalf of the Town of Prosper. ____________________________________ Notary Public, State of Texas STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of __________, 2019, by _______________, Owner of the Property referenced herein, on his/her behalf. ____________________________________ Notary Public, State of Texas [Note: If there are multiple owners, each will sign the Agreement and have their signatures notarized] Page 97 Item 10. Page 4 Exhibit A Description and Depiction of Property Page 98 Item 10. Page 99 Item 10. Page 100 Item 10. Page 101 Item 10. Page 102 Item 10. Page 103 Item 10. Page 104 Item 10. Page 105 Item 10. Page 106 Item 10. Page 107 Item 10. Page 108 Item 10. Page 109 Item 10. Page 110 Item 10. Page 111 Item 10. Page 112 Item 10. Page 113 Item 10. Page 114 Item 10. Page 115 Item 10. Page 116 Item 10. Page 117 Item 10. Page 118 Item 10. Page 119 Item 10. Page 120 Item 10. Page 121 Item 10. Page 122 Item 10. Page 123 Item 10. Page 124 Item 10. Page 125 Item 10. Page 126 Item 10. Page 127 Item 10. Page 128 Item 10. Page 129 Item 10. Page 130 Item 10. Page 131 Item 10. Page 1 of 2 To: Mayor and Town Council From: Alex Glushko, AICP, Planning Manager Through: Harlan Jefferson, Town Manager Re: Tow n Council Meeting – September 24, 2019 Agenda Item: Consider and act upon authorizing the Town Manager to execute a Second Amended Annexation Agreement between Harold and Maureen Patin and the Town of Prosper, Texas, regarding a 10.59± acre property, generally located on the south side of Prosper Trail, west of Custer Road. Description of Agenda Item: In 2009, the Town entered into multiple five-year Annexation Agreements with the remaining unincorporated properties within Collin County and in the Town’s Extraterritorial Jurisdiction (ETJ). In 2014, the Town extended those agreement for an additional five-year term. These agreements ensure that development will be in accordance with the Town’s standards. The Town has offered to extend the agreement by offering a Second Amended Annexation Agreement for an additional five (5) years. The subject property is eligible for a Second Amended Annexation Agreement, and the property owner has agreed to extend their Agreement. Legal Obligations and Review: Town Attorney, Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the agreement as to form and legality. Attached Documents: 1. Annexation Agreement Exhibit 2. Second Amended Annexation Agreement 3. Exhibit A 4. 2014 Annexation Agreement Prosper is a place where everyone matters. PLANNING Page 132 Item 11. Page 2 of 2 Town Staff Recommendation: Town staff recommends the Town Council authorize the Town Manager to execute a Second Amended Annexation Agreement between Harold and Maureen Patin and the Town of Prosper, Texas, regarding a 10.59± acre property, generally located on the south side of Prosper Trail, west of Custer Road. Proposed Motion: I move to authorize the Town Manager to execute a Second Amended Annexation Agreement between Harold and Maureen Patin and the Town of Prosper, Texas, regarding a 10.59± acre property, generally located on the south side of Prosper Trail, west of Custer Road. Page 133 Item 11. US 3 80US 380 FISH TRAP RD FIRST S T COIT RDCUSTER RDFM 1385 COLEMAN STLEGACY DRDALLAS PKWYTEEL PKWYPROSP ER RD GEE RDFRO NT I ER P KW Y Annexation Agreement Exhibit ¶ 0 1 20.5 Miles Town of Prosper PRESTON RDLeg en d OM Fron tier Estates Property Pa tin Pro perty Y-C N urserie s Prop erty An nexation Process Instiga ted Exten sion Accepted but Agre ement Not R eceive d No Response to Extension Offer ETJ Page 134 Item 11. Page 1 AFTER RECORDING, RETURN TO: Town of Prosper P.O. Box 307 Prosper, Texas 75078 STATE OF TEXAS ) ) SECOND AMENDED ANNEXATION AGREEMENT COUNTY OF COLLIN ) This SECOND AMENDED ANNEXATION AGREEMENT (“Agreement”) is made and entered into as of this ___ day of _____________, 2019 (“Effective Date”), by and between the Town of Prosper, Texas (“Town”), and Harold and Maureen Patin (“Owner”) on the terms and conditions hereinafter set forth. WHEREAS, Owner owns approximately 10.5865 acres, more or less, situated in the Larkin McCarty Survey, Abstract A0600, Collin County, Texas, which is more particularly described in Exhibit A, attached hereto and incorporated herein for all purposes (“Property”); and WHEREAS, on or about , 3rd day of August, 2009, the Town and the Owner entered into an Annexation Agreement (“2009 Annexation Agreement”), pursuant to Sections 43.035 and 212.172 of the Texas Local Government Code, as amended, relative to the Property; and WHEREAS, the 2009 Annexation Agreement provided in Section 8 thereof, in part, that the term of said 2009 Annexation Agreement was five (5) years from the effective date of said Agreement; and WHEREAS, on or about 28th day of July 2014, the Town and the Owner entered into an Amended Annexation Agreement extending, in part, the Agreement for an additional five (5) year period; and WHEREAS, it is the intent of the Town and the Owner to renew the Amended Annexation Agreement for an additional five (5) year term, and that all other provisions of the 2014 Annexation Agreement and the Amended Annexation Agreement shall remain in full force and effect except to the extent referenced in this Agreement. NOW, THEREFORE, this Agreement is hereby made and entered into by the Town and the Owner for and in consideration of the foregoing premises and the mutual covenants contained hereinafter, the sufficiency of which are hereby acknowledged by the parties: 1. Extension of Term. The term of the Amended Annexation Agreement is hereby extended an additional five (5) years, from the date of execution of this Agreement. 2. Provisions of 2014 Annexation Agreement in Full Force and Effect. All other provisions of the 2014 Annexation Agreement shall remain in full force and effect, except to the Page 135 Item 11. Page 2 extent amended herein. Further, in the event that there is no extension of this Agreement for an additional Term, after the fifth anniversary of execution of this Agreement, the Town may annex the Property during the three (3) year period following the date of termination of this Agreement. During said three (3) year period following the date of termination of this Agreement, the Property shall be subject to annexation at the discretion of the Town and Landowner agrees that such annexation shall be voluntary and Landowner hereby irrevocably consents to such annexation. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below. TOWN OF PROSPER, TEXAS By: ________________________________ Harlan Jefferson, Town Manager ATTEST: ________________________________ Robyn Battle, Town Secretary OWNER: ____________________________________ Harold Patin ____________________________________ Maureen Patin Page 136 Item 11. Page 3 STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of __________, 2019, by Harlan Jefferson, Town Manager for the Town of Prosper, Texas, on behalf of the Town of Prosper. ____________________________________ Notary Public, State of Texas STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of __________, 201 9, by _______________, Owner of the Property referenced herein, on his/her behalf. ____________________________________ Notary Public, State of Texas STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of __________, 201 9, by _______________, Owner of the Property referenced herein, on his/her behalf. ____________________________________ Notary Public, State of Texas Page 137 Item 11. Page 4 Exhibit A Description and Depiction of Property Page 138 Item 11. Page 139 Item 11. Page 140Item 11. Page 141 Item 11. Page 142 Item 11. Page 143 Item 11. Page 144 Item 11. Page 145 Item 11. Page 146 Item 11. Page 147 Item 11. Page 148 Item 11. Page 149 Item 11. Page 150 Item 11. Page 151 Item 11. Page 152 Item 11. Page 153 Item 11. Page 154 Item 11. Page 155 Item 11. Page 156 Item 11. Page 157 Item 11. Page 158 Item 11. Page 159 Item 11. Page 160 Item 11. Page 161 Item 11. Page 162 Item 11. Page 163 Item 11. Page 164 Item 11. Page 165 Item 11. Page 166 Item 11. Page 167 Item 11. Page 168 Item 11. Page 169 Item 11. Page 170 Item 11. Page 171 Item 11. Page 172 Item 11. Page 173 Item 11. Page 174 Item 11. Page 175 Item 11. Page 1 of 2 To: Mayor and Town Council From: Alex Glushko, AICP, Planning Manager Through: Harlan Jefferson, Town Manager Re: Tow n Council Meeting – September 24, 2019 Agenda Item: Consider and act upon authorizing the Town Manager to execute a Second Amended Annexation Agreement between Y-C Nurseries, Inc. and the Town of Prosper, Texas, regarding a 12.38± acre property, generally located on the north side of US 380, west of Dallas Parkway. Description of Agenda Item: In 2009, the Town entered into multiple five-year Annexation Agreements with the remaining unincorporated properties within Collin County and in the Town’s Extraterritorial Jurisdiction (ETJ). In 2014, the Town extended those agreement for an additional five-year term. These agreements ensure that development will be in accordance with the Town’s standards. The Town has offered to extend the agreement by offering a Second Amended Annexation Agreement for an additional five (5) years. The subject property is eligible for a Second Amended Annexation Agreement, and the property owner has agreed to extend their Agreement. Legal Obligations and Review: Town Attorney, Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the agreement as to form and legality. Attached Documents: 1. Annexation Agreement Exhibit 2. Second Amended Annexation Agreement 3. Exhibit A 4. 2014 Annexation Agreement Prosper is a place where everyone matters. PLANNING Page 176 Item 12. Page 2 of 2 Town Staff Recommendation: Town staff recommends the Town Council authorize the Town Manager to execute a Second Amended Annexation Agreement between Y-C Nurseries, Inc. and the Town of Prosper, Texas, regarding a 12.38± acre property, generally located on the north side of US 380, west of Dallas Parkway. Proposed Motion: I move to authorize the Town Manager to execute a Second Amended Annexation Agreement between Y-C Nurseries, Inc. and the Town of Prosper, Texas, regarding a 12.38± acre property, generally located on the north side of US 380, west of Dallas Parkway. Page 177 Item 12. US 3 80US 380 FISH TRAP RD FIRST S T COIT RDCUSTER RDFM 1385 COLEMAN STLEGACY DRDALLAS PKWYTEEL PKWYPROSP ER RD GEE RDFRO NT I ER P KW Y Annexation Agreement Exhibit ¶ 0 1 20.5 Miles Town of Prosper PRESTON RDLeg en d OM Fron tier Estates Property Pa tin Pro perty Y-C N urserie s Prop erty An nexation Process Instiga ted Exten sion Accepted but Agre ement Not R eceive d No Response to Extension Offer ETJ Page 178 Item 12. Page 1 AFTER RECORDING, RETURN TO: Town of Prosper P.O. Box 307 Prosper, Texas 75078 STATE OF TEXAS ) ) SECOND AMENDED ANNEXATION AGREEMENT COUNTY OF COLLIN ) This SECOND AMENDED ANNEXATION AGREEMENT (“Agreement”) is made and entered into as of this ___ day of _____________, 2019 (“Effective Date”), by and between the Town of Prosper, Texas (“Town”), and Y-C Nurseries, Inc. (“Owner”) on the terms and conditions hereinafter set forth. WHEREAS, Owner owns approximately 12.376 acres, more or less, situated in the Collin County School Land Survey, Abstract A0147, Collin County, Texas, which is more particularly described in Exhibit A, attached hereto and incorporated herein for all purposes (“Property”); and WHEREAS, on or about 29th day of January, 2009, the Town and the Owner entered into an Annexation Agreement (“2009 Annexation Agreement”), pursuant to Sections 43.035 and 212.172 of the Texas Local Government Code, as amended, relative to the Property; and WHEREAS, the 2009 Annexation Agreement provided in Section 8 thereof, in part, that the term of said 2009 Annexation Agreement was five (5) years from the effective date of said Agreement; and WHEREAS, on or about 23rd day of July, 2014, the Town and the Owner entered into an Amended Annexation Agreement extending, in part, the Agreement for an additional five (5) year period; and WHEREAS, it is the intent of the Town and the Owner to renew the Amended Annexation Agreement for an additional five (5) year term, and that all other provisions of the 2014 Annexation Agreement and the Amended Annexation Agreement shall remain in full force and effect except to the extent referenced in this Agreement. NOW, THEREFORE, this Agreement is hereby made and entered into by the Town and the Owner for and in consideration of the foregoing premises and the mutual covenants contained hereinafter, the sufficiency of which are hereby acknowledged by the parties: 1. Extension of Term. The term of the Amended Annexation Agreement is hereby extended an additional five (5) years, from the date of execution of this Agreement. 2. Provisions of 2014__ Annexation Agreement in Full Force and Effect. All other provisions of the 2014 Annexation Agreement shall remain in full force and effect, except to the Page 179 Item 12. Page 2 extent amended herein. Further, in the event that there is no extension of this Agreement for an additional Term, after the fifth anniversary of execution of this Agreement, the Town may annex the Property during the three (3) year period following the date of termination of this Agreement. During said three (3) year period following the date of termination of this Agreement, the Property shall be subject to annexation at the discretion of the Town and Landowner agrees that such annexation shall be voluntary and Landowner hereby irrevocably consents to such annexation. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below. TOWN OF PROSPER, TEXAS By: ________________________________ Harlan Jefferson, Town Manager ATTEST: ________________________________ Robyn Battle, Town Secretary OWNER: ____________________________________ (Owner’s Typed Name) Page 180 Item 12. Page 3 STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of __________, 2019, by Harlan Jefferson, Town Manager for the Town of Prosper, Texas, on behalf of the Town of Prosper. ____________________________________ Notary Public, State of Texas STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of __________, 2019, by _______________, Owner of the Property referenced herein, on his/her behalf. ____________________________________ Notary Public, State of Texas [Note: If there are multiple owners, each will sign the Agreement and have their signatures notarized] Page 181 Item 12. Page 4 Exhibit A Description and Depiction of Property Page 182 Item 12. Page 183Item 12. Page 184 Item 12. Page 185 Item 12. Page 186 Item 12. Page 187 Item 12. Page 188 Item 12. Page 189 Item 12. Page 190 Item 12. Page 191 Item 12. Page 192 Item 12. Page 193 Item 12. Page 194 Item 12. Page 195 Item 12. Page 196 Item 12. 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Page 1 of 2 To: Mayor and Town Council From: Alex Glushko, AICP, Planning Manager Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Consider and act upon an ordinance rezoning 11.0± acres from Planned Development-65 (PD-65) to Planned Development-98 (PD-98), located on the south side of future Prairie Drive, west of future Mahard Drive, to facilitate the development of a Retirement Housing Complex, consisting of one (1) and three (3) story buildings. (Z19-0005). Description of Agenda Item: On August 27, 2019, the Town Council approved the proposed rezoning request, by a vote of 7-0, subject to the following conditions: 1. Authorizing a dry detention area as reflected on Exhibit D, the conceptual plan; and 2. Approval of a Development Agreement, including right-of-way and easement dedication and masonry regulations consistent with the proposed Exhibit F. An ordinance has been prepared accordingly. In addition, a Development Agreement has been prepared and is also on the September 24, 2019, Agenda for consideration in conjunction with this request. 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. Exhibit A, B, C, D, E, F, and G Town Staff Recommendation: Prosper is a place where everyone matters. PLANNING Page 235 Item 13. Page 2 of 2 Staff recommends the Town Council approve an ordinance to rezone 11.0± acres from Planned Development-65 (PD-65) to Planned Development-98 (PD-98), located on the south side of future Prairie Drive, west of future Mahard Drive. Proposed Motion: I move to approve an ordinance to rezone 11.0± acres from Planned Development-65 (PD- 65) to Planned Development-98 (PD-98), located on the south side of future Prairie Drive, west of future Mahard Drive. Page 236 Item 13. TOWN OF PROSPER, TEXAS ORDINANCE NO. 19-___ AN ORDINANCE OF THE TOWN OF PROSPER, TEXAS, AMENDING PROSPER’S ZONING ORDINANCE BY REZONING A TRACT OF LAND CONSISTING OF 11.036 ACRES, SITUATED IN THE COLLIN COUNTY SCHOOL LAND SURVEY, ABSTRACT NO. 147, IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS FROM PLANNED DEVELOPMENT-65 PD-65) TO PLANNED DEVELOPMENT-98 (PD-98); 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 “T own 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 Prosper Villages at Legacy, LLC (“Applicant”), to rezone 11.036 acres of land, more or less, in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, from Planned Development-65 (PD-65) to Planned Development-98 (PD-98) 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 for rezoning 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: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendment to the Town’s Zoning Ordinance. The Town’s Zoning Ordinance, adopted by Ordinance No. 05-20 is amended as follows: The zoning designation of the below described property containing 11.036 acres of land, more or less, in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, (the “Property”) and all streets, roads, and alleyways contiguous and/or adjacent thereto is hereby zoned as Planned Page 237 Item 13. Ordinance No. 19-___, Page 2 Development-98 (PD-98) 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 Planned Development District shall conform to, and comply with 1) the Statement of Intent and Purpose, attached hereto as Exhibit B; 2) the Development Standards, attached hereto as Exhibit C; 3) the Site Plan, attached hereto as Exhibit D; 4) the Development Schedule, attached hereto as Exhibit E; 5) the Façade Plans, attached hereto as Exhibit F; and 6) the Landscape Plans, attached hereto as Exhibit G, which are incorporated herein for all purposes as if set forth verbatim, subject to the following conditions of approval by the Town Council: 1. Authorizing a dry detention area as reflected on Exhibit D, the conceptual plan; and 2. Approval of a Development Agreement, including right-of-way and easement dedication and masonry regulations consistent with the proposed Exhibit F. 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 No. 05-20, or as amended, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day’s violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal rights and remedies available to it pursuant to local, state and federal law. Page 238 Item 13. Ordinance No. 19-___, Page 3 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 No. 05-20 shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 8 Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 24TH DAY OF SEPTEMBER, 2019. ______________________________ Ray Smith, Mayor ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney Page 239 Item 13. Page 240 Item 13. 1 Z19-0005 EXHIBIT B STATEMENT OF INTENT AND PURPOSE The Planned Development District provides the ability to develop a retirement housing community with multiple living options and amenities on a tract of land located near single family residential, medical facilities, and regional attractions and with proximity to prominent transportation corridors. Page 241 Item 13. 2 Z19-0005 EXHIBIT C DEVELOPMENT STANDARDS Conformance with the Town’s Zoning Ordinance and Subdivision Ordinance: Except as otherwise set forth in these Development Standards, the regulations of the Town’s Zoning Ordinance (Ordinance No. 05-20), as it exists or may be amended, and the Subdivision Ordinance (Ordinance No. 17-41), as it exists or may be amended, shall apply. Except as noted below, the Tract shall develop in accordance with the Multifamily (MF) District, as it exists or may be amended. 1. Development Plans: a. Concept Plan: The tract shall be developed in general accordance with the attached concept plan, set forth in Exhibit D. b. Elevations: The tract shall be developed in general accordance with the attached elevations, set forth in Exhibit F. c. Landscape Plan: The tract shall be developed in general accordance with the attached landscape plan, set forth in Exhibit G. 2. Uses. Uses shall be permitted in accordance with the Multifamily (MF) District with the exception of the following: a. Limited to Retirement Housing for residents 55 years of age or older. b. Attached – Multifamily Residential building as shown on the Concept Plan. c. Villa – Two-Unit Residences as shown on the Concept Plan. 3. Regulations: A. Maximum Permitted Density: 188 dwelling units. B. Size of Yards 1. Minimum Front Yard • Fifty (50) feet for one (1) or two (2) story structures • Seventy-five (75) feet for three (3) story structures. 2. Minimum Side Yard Adjacent to Nonresidential • Twenty-five (25) feet for one (1) or two (2) story structures. • Seventy-five (75) feet for three (3) story structures. Adjacent to Residential • Thirty (30) feet for one (1) or two (2) story structures. • One hundred fifty (150) feet for three (3) story structures. 3. Minimum Rear Yard • Twenty-five (25) feet for one (1) or two (2) story structures • Seventy-five (75) feet for three (3) story structures. 4. Minimum Separation - Main structures constructed on the same lot shall maintain a minimum separation of twenty (20) feet. Page 242 Item 13. 3 C. Minimum Dwelling Area: 1. One (1) bedroom Attached dwelling unit - Six hundred and fifty (650) square feet. 2. Two (2) bedroom Attached dwelling unit - Nine hundred (900) square feet. 3. Two (2) bedroom Villa dwelling unit - One thousand (1,000) square feet. D. Maximum Height: 1. Attached – Three (3) stories, no greater than fifty-five (55) feet, exclusive of chimneys and other architectural features which may extend a maximum of five (5) feet above maximum building height. 2. Villa – One (1) story, no greater than thirty (30) feet, exclusive of chimneys and other architectural features which may extend a maximum of five (5) feet above maximum building height. E. Lot Coverage: Shall not exceed fifty (50) percent. F. Open Space: Areas and amenities generally conforming to the Concept Plan (min. 20% open space required). Amenities include: dog park, pool, game area, vegetable garden, putting green, shade structure, landscaping, and sidewalks. G. Parking: 1. Attached – one (1) space per dwelling unit of which a minimum of 10% shall be enclosed spaces within the attached residential building and 10% shall be enclosed spaces within detached garages. 2. Villa – one (1) space per dwelling unit. H. Screening: 1. An eight (8) foot masonry wall shall be provided adjacent to the single family residential zoned property along the west property line as generally shown on Exhibit D. I. Detention Facility: 1. The detention facility located within this property shall be allowed to be a dry basin. J. Park Land Dedication: 1. The tract’s Park Land Dedication requirement has been satisfied via the conveyance of the Community Park land and the payment of money in lieu of land as described in PD-65 (Ordinance No. 14-23). Page 243 Item 13. EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W60' SAN ITARY SEWEREASEMENT, C.C . F ILE NO.20150903001126910 AND20150903001126920,0R.P .R.C .C.T . 40' SANITARY SEWER EASEMENT, C.C. FILE NO. 20150903001126910 AND 20150903001126920, 0R.P.R.C.C.T.EX-R/WEX-R/WEX-R/WEX-R/WEX-R/WEX-R/WEX-R/W10' ATMOS ENERGY CORPORATION EASEMENT AND RIGHT-OF-WAY INST. NO. 20171020001402920 O.P.R.C.C.T.10' ATMOS ENERGY CORPORATIONEASEMENT AND RIGHT-OF-WAYINST. NO. 20171020001402920O.P.R.C.C.T.25' TEMPORARY CONSTRUCT IONEASEMENT, C.C . FILE NO .____________________ AND_____________________,0R.P .R.C .C.T . 6 3 0 6 3 5 6 2 7 6 2 8 629 631632 633 6 3 4 63 6 637 6 3 8 63 9 640641642643644 S00° 26' 46.89"W735.00S89° 40' 36.08"E 200.21 L =3 6 4 .0 5 ,R =11 0 0 .0 0 ,T =1 8 3 .7 1 N71° 2 1' 3 9 . 4 0 " E 173.78 N18° 38' 02.08"W183.42N00° 00' 00.00"E443.02N89° 40' 36.08"W 665.20 S89° 40' 36.08"E 190.04 L =3 4 9 .1 6 ,R =1 0 5 5 .0 0 ,T =1 7 6 .19 S85° 51' 50.00"E 10.10 N71° 2 1' 3 9 . 4 0 " E 181.05 644643642641640639638637MAHARD PARKWAYPRAIRIE DRIVE PRAIR I E D R I V E PROS P E R V I L L A G E S A T L E G A C Y , L L C BLOCK , L O T 2 PROS P E R C E N T E R CURR E N T Z O N I N G : P D - 6 5 MSW PROSPER 380 LPABS A0147 COLLIN COUNTY SCHOOLLAND #12 SURVEY, SHEET 4, TRACT 4620.0 ACRESEX. ZONING: PD-47BHA REAL ESTATE HOLDINGS, LLC ABS A0147 COLLIN COUNTY SCHOOL LAND #12 SURVEY, SHEET 4, TRACT 44 14.219 ACRES EX. ZONING: PD-43 GWOOD 2, LLC GST PROSPER BLOCK A, LOT 1 EX. ZONING: PD-43, SUP S-9 MSW PROSPER 380 LPABS A0147 COLLIN COUNTY SCHOOLLAND #12 SURVEY, SHEET 4, TRACT 4414.219 ACRESEX. ZONING: PD-47PROSPER VILLAGES AT LEGACY, LLCREMAINDER OF PROSPER CENTERBLOCK D, LOT 240.6898 ACRESEX. ZONING: PD-4325' LAN D S C A P E E A S E M E N T 25' LANDSCAPE EASEMENT 150' BUILDING LINE(3-STORY OR MORE)30' BUILDING LINE(1 OR 2-STORY)BUILDING 180 UNITS THREE- STORY 2 3 4 5 10 6 4C 3 11 77 3 2 3 25' BUILDING LINE (1 OR 2-STORY) 75' BUILDING LINE (3-STORY OR MORE)25' BUILDING LINE(1 OR 2-STORY)25' BUILDING LINE(1 OR 2-STORY)15' LANDSCAPE SETBACK15' LANDSCAPE SETBACK75' BUILDING LINE(3-STORY OR MORE)75' BUILDING LINE(3-STORY OR MORE)75' BUI L D I N G L I N E (3-STO R Y O R M O R E ) 50' BUI L D I N G L I N E (1 OR 2 - S T O R Y ) 11 2 UNITS ONE- STORY 2 UNITS ONE- STORY 2 UNITS ONE- STORY 2 UNITS ONE- STORY25' LANDSCAPE SETBACK25' LANDSCAPE SETBACK 15' LANDSCAPE SETBACK 15' LANDSCAPE SETBACK 1 6 10 8 6C DOG PARK XX XXXXXX2 EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W EX-R/W 10' STR E E T E A S E M E N T 10' STREET EASEMENT 150' BUILDING LINE(3-STORY OR MORE)8 MOUNTABLE CURB (FIRE ACCESS ONLY) 10' STR E E T E A S E M E N T PROP. 1 0 ' H I K E & B I K E T R A I L PROP. 10' HIKE & BIKE TRAIL PROP. 1 0' H I K E & B I K E T R A I L 6C6 6C6 6C 2 6C 6C 3 6C 3 24.0'5.0'24.0'(45.00')(45.00')(680.00')(128.42')24.0' 5.0'24.0'45'R.O.W. DEDICATION45'R.O.W.DEDICATION430' TO CROSS STREET 20'20'20'28'20'60' STORA G E 60' STORAGE 110' TRANSITION 110' TR A N S I T I O N FL 48" R C P = 6 0 0. 0 ±OHECUT SDSTI DI D DGGGDGG D DD F DDF D DG GSGS GGGGGD DGPGDD D GGG DD G SDSS S S SDG SWWGGWPRAI RIE D R.MA H A R D P A R KW A Y LEGACY DR.HWY 380P:\HOU-Marketing\Alder Group - Prosper\PRxxxxx\Cadd\Models\Civil\C-SP0001.dwg 8/1/2019 1:46:48 PM Lunzman, ThomasPLOTTED: 8/8/2019 4:03:28 PM0 20'40'80' HORIZONTAL SCALE EXHIBIT D - CONCEPTUAL PLAN for TOWN CASE NO. Z19-0005 "ALDERS AT PROSPER" PROSPER, TEXAS SITE LOCATION 9' 20'R3'R3' 9' 18'R3'R3'10' B-B 180 SF MIN. 10' B-B 180 SF MIN. 2'NPage 244 Item 13. 4 Z19-0005 EXHIBIT E DEVELOPMENT SCHEDULE The timing of development will depend upon construction of thoroughfares and utilities serving the property and market trends/demands for the area. However, the project is anticipated to begin construction within 1 to 3 years after approval of the Planned Development ordinance. Page 245 Item 13. J • • j llf tJlJIB!!!11ll � Type II 0 Type I CD �) � Type II ® Type I CD PERCENT AGE 43% 51% 6% Building Number PERCENTAGE 41% 57% 2% MA TE RIAL GRANBURY STONE 'OLD TOWN' BRICK CEMENT FIBER BOARD ■■■■■■ MATERIAL GRANBURY STONE 'OLD TOWN' BRICK CEMENT FIBER BOARD PERCENTAGE MATERIAL 43% GRANBURYSTONE 51% 'OLD TOWN' BRICK @) Elevation 06---SCALE 3/32" , r -0 ' 6% CEMENT FIBER BOARD ..... ers at ros PERCENT AGE MA TE RIAL 20% GRANBURY STONE 78% 'OLD TOWN' BRICK 2% CEMENT FIBER BOARD ALD R 0 V Of>M T G I\ 0 U EL. 50'-2 1/2',FF TOP OF RIDG EL. 43'-6 1/4" TO R TOP OF RIDG� EL. 30'•4 1/2'11"FF TOP PLATE EL. 10'-8 1/2"i$FF - -_/HN �L� AFF- -TOP PLATE � EL 0'-0" FIN FLR EL. 47'-0 1/�AFF TOP OF RIDG EL. 30'-4 1/2�1.FF TOP PLATE EL. 21'-4 1/4" , FF t[N i�RB 3/4 "'FF TOP PLATE EL. 10'-8 1/2" FF t[N t,L�. AFF TOP PLATE � EL o·-o· FIN H R 1 Exhibit F Case No. Z19-0005 Page 246 Item 13. 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TUBE GA TE FRAME W/3 PAIR STL HINGES 7 BRICK VENEER ON MASTIC ON CMU / I . \ACAD\ClLIB\ TRASH ALD I)V QP 9 July 2019 R 1 G ll Q U 4 Exhibit F Case No. Z19-0005 Page 249 Item 13. Exhibit F Case No. Z19-0005 Page 250 Item 13. Page 251Item 13. Page 252Item 13. Page 1 of 2 To: Mayor and Town Council From: Alex Glushko, AICP, Planning Manager Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Consider and act upon an ordinance rezoning 5.7± acres from Planned Development-65 (PD- 65) to Office (O), located on the southwest corner of future Prairie Drive and Mahard Parkway. (Z19-0006). Description of Agenda Item: On August 27, 2019, the Town Council approved the proposed rezoning request, by a vote of 7-0, subject to the approval of a Development Agreement, including right-of-way and easement dedication, and masonry regulations consistent with the Town’s masonry requirements for office structures. An ordinance has been prepared accordingly. In addition, the Development Agreement has been prepared and is also on the September 24, 2019, Agenda for consideration in conjunction with this request. 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. Exhibit A Town Staff Recommendation: Staff recommends the Town Council approve an ordinance to rezone 5.7± acres from Planned Development-65 (PD-65) to Office (O), located on the southwest corner of future Prairie Drive and Mahard Parkway. Prosper is a place where everyone matters. PLANNING Page 253 Item 14. Page 2 of 2 Proposed Motion: I move to approve an ordinance to rezone 5.7± acres from Planned Development-65 (PD-65) to Office (O), located on the southwest corner of future Prairie Drive and Mahard Parkway. Page 254 Item 14. TOWN OF PROSPER, TEXAS ORDINANCE NO. 19-___ AN ORDINANCE OF THE TOWN OF PROSPER, TEXAS, AMENDING PROSPER’S ZONING ORDINANCE BY REZONING A TRACT OF LAND CONSISTING OF 5.737 ACRES, SITUATED IN THE COLLIN COUNTY SCHOOL LAND SURVEY, ABSTRACT NO. 147, IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS FROM PLANNED DEVELOPMENT-65 PD-65) TO OFFICE (O); 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 Prosper Villages at Legacy, LLC (“Applicant”), to rezone 5.737 acres of land, more or less, in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, from Planned Development-65 (PD-65) to Office (O) 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 for rezoning 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: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendment to the Town’s Zoning Ordinance. The Town’s Zoning Ordinance, adopted by Ordinance No. 05-20 is amended as follows: The zoning designation of the below described property containing 5.737 acres of land, more or less, in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, (the “Property”) and all streets, roads, and alleyways contiguous and/or adjacent thereto is hereby zoned as Office (O) and being more particularly described in Exhibit “A,” attached hereto and incorporated herein for all purposes as if set forth verbatim. Page 255 Item 14. Ordinance No. 19-__, Page 2 All development plans, standards, and uses for the Property shall comply fully with the requirements of all ordinances, rules, and regulations of the Town of Prosper, as they currently exist or may be amended, subject to the following condition of approval by the Town Council: 1. The approval of a Development Agreement, including right-of-way and easement dedication and masonry regulations consistent with the Town’s masonry requirements for office structures. 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 No. 05-20, or as amended, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day’s violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal r ights 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. Page 256 Item 14. Ordinance No. 19-__, Page 3 SECTION 7 Savings/Repealing Clause. Prosper’s Zoning Ordinance No. 05-20 shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 8 Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 24TH DAY OF SEPTEMBER, 2019. ______________________________ Ray Smith, Mayor ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney Page 257 Item 14. Page 1 of 2 To: Mayor and Town Council From: Alex Glushko, AICP, Planning Manager Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Consider and act upon an ordinance rezoning 16.1± acres of Planned Development-43 (PD- 43) and Specific Use Permit-9 (SUP-9), and 3.3± acres of Planned Development-65 (PD-65) to Planned Development (PD-99), located on the northwest corner of Mahard Parkway and US 380, to facilitate the development of a Major Automotive Repair Facility (Toyota/Penske). (Z19-0007). Description of Agenda Item: On August 27, 2019, the Town Council approved the proposed rezoning request, by a vote of 7-0, subject to approval of a Development Agreement, including right-of-way and easement dedication and masonry regulations consistent with the proposed Exhibit F. An ordinance has been prepared accordingly. In addition, the Development Agreement has been prepared and is also on the September 24, 2019, Agenda for consideration in conjunction with this request. 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. Exhibits A, B, C, D, E, F, and G Staff Recommendation: Staff recommends the Town Council approve an ordinance rezoning 15.1± acres of Planned Development-43 (PD-43) and Specific Use Permit-9 (SUP-9), and 3.1± acres of Planned Development-65 (PD-65) to Planned Development (PD-99), located on the northwest corner of Mahard Parkway and US 380, to facilitate the development of a Major Automotive Repair Facility (Toyota/Penske). Prosper is a place where everyone matters. PLANNING Page 259 Item 15. Page 2 of 2 Proposed Motion: I move to approve an ordinance rezoning 15.1± acres of Planned Development-43 (PD-43) and Specific Use Permit-9 (SUP-9), and 3.1± acres of Planned Development-65 (PD-65) to Planned Development (PD-99), located on the northwest corner of Mahard Parkway and US 380, to facilitate the development of a Major Automotive Repair Facility (Toyota/Penske). Page 260 Item 15. TOWN OF PROSPER, TEXAS ORDINANCE NO. 19-___ AN ORDINANCE OF THE TOWN OF PROSPER, TEXAS, AMENDING PROSPER’S ZONING ORDINANCE BY REZONING A TRACT OF LAND CONSISTING OF 19.364 ACRES, SITUATED IN THE COLLIN COUNTY SCHOOL LAND SURVEY, ABSTRACT NO. 147, IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS FROM PLANNED DEVELOPMENT-43 (PD-43), PLANNED DEVELOPMENT-65 (PD-65), AND SPECIFIC USE PERMIT-9 (S-9), TO PLANNED DEVELOPMENT-99 (PD-99); 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 Prosper Villages at Legacy, LLC (“Applicant”), to rezone 19.364 acres of land, more or less, in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, from Planned Development-43 (PD-43), Planned Development-65 (PD-65), and Specific Use Permit-9 (S-9), to Planned Development-99 (PD-99) 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 for rezoning 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: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendment to the Town’s Zoning Ordinance. The Town’s Zoning Ordinance, adopted by Ordinance No. 05-20 is amended as follows: The zoning designation of the below described property containing 19.364 acres of land, more or less, in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, (the “Property”) and all streets, roads, and alleyways contiguous and/or adjacent thereto is hereby zoned as Planned Page 261 Item 15. Ordinance No. 19-___, Page 2 Development-99 (PD-98) 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 Planned Development District shall conform to, and comply with 1) the Statement of Intent and Purpose, attached hereto as Exhibit B; 2) the Development Standards, attached hereto as Exhibit C; 3) the Site Plan, attached hereto as Exhibit D; 4) the Development Schedule, attached hereto as Exhibit E; 5) the Façade Plans, attached hereto as Exhibit F; and 6) the Landscape Plans, attached hereto as Exhibit G, which are incorporated herein for all purposes as if set forth verbatim, subject to the following conditions of approval by the Town Council: 1. Approval of a Development Agreement, including right-of-way and easement dedication and masonry regulations consistent with the proposed Exhibit F. 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 No. 05-20, or as amended, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day’s violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal rights and remedies available to it pursuant to local, state and federal law. Page 262 Item 15. Ordinance No. 19-___, Page 3 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 No. 05-20 shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 8 Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 24TH DAY OF SEPTEMBER, 2019. ______________________________ Ray Smith, Mayor ATTEST: _________________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney Page 263 Item 15. Page 264 Item 15. 1 Z19-0007 EXHIBIT “B” STATEMENT OF INTENT AND PURPOSE The Planned Development District provides the ability to accommodate automobile sales, automobile service, and automobile repairs to the regional community on a tract of land within the Town of Prosper located at the intersection of a state highway and a Minor Thoroughfare. The majority of the Planned Development District will accommodate an existing automobile sales facility and provide for the addition of an adjacent automobile repair facility. Page 265 Item 15. 1 Z19-0007 EXHIBIT “C” DEVELOPMENT STANDARDS Conformance with the Town’s Zoning Ordinance and Subdivision Ordinance: Except as otherwise set forth in these Development Standards, the regulations of the Town’s Zoning Ordinance (Ordinance No. 05-20), as it exists or may be amended, and the Subdivision Ordinance, as it exists or may be amended, shall apply. Tract 1 – An existing automobile dealership located on approximately 16.06 acres, previously authorized by SUP-9 (Ordinance No. 14-71) for the operation of a New Automobile Sales/Leasing Facility. 1. Except as noted below, the Tract shall continue to be used in accordance with the Commercial (C) District, as it exists or may be amended. 2. Development Plans a. Concept Plan: The tract shall continue to be used in general accordance with the attached concept plan, set forth in Exhibit D. b. Elevations: The tract shall continue to be used in general accordance with the attached façade plans, set forth in Exhibit F. c. Landscape Plan: The tract shall continue to be used in general accordance with the attached landscape plan, set forth in Exhibit G. 3. Uses. Uses shall be permitted in accordance with the Commercial (C) District with the exception of the following: a. Automobile Sales / Leasing, New shall be permitted on the subject property. 4. Regulations: a. No outdoor intercoms, speakers, or sound amplification devices shall be utilized on the property; b. Any structures with a garage or bay shall include an automatic door closing device for such garage or bay, exclusive of the Automatic Car Wash; and c. After-hours reduction of outdoor lighting by ninety percent (90%) at the daily close of business. Tract 2 – A proposed automotive body repair facility located on approximately 3.13 acres. 1. Except as noted below, the Tract shall develop in accordance with the Commercial (C) District, as it exists or may be amended. 2. Development Plans a. Concept Plan: The tract shall be developed in general accordance with the attached concept plan, set forth in Exhibit D. b. Elevations: The tract shall be developed in general accordance with the attached façade plans, set forth in Exhibits F-2. c. Landscape Plan: The tract shall be developed in general accordance with the attached landscape plan, set forth in Exhibit G-2. Page 266 Item 15. 2 3. Uses. Uses shall be permitted in accordance with the Commercial (C) District with the exception of the following: a. Automobile Repair, Major shall be permitted on the subject property. 4. Regulations: a. No outdoor intercoms, speakers, or sound amplification devices shall be utilized on the property; b. Any structures with a garage or bay shall include an automatic door closing device for such garage or bay; and c. After-hours reduction of outdoor lighting by ninety percent (90%) at the daily close of business. 5. Screening: Required screening shall be as follows: a. An 8’ tall masonry screening wall shall be provided adjacent to any residentially zoned property and constructed of materials consistent with any screening provided on the eastern adjacent property. 6. Parking: On-street parking for customers, employees or other vehicles related to the automotive body repair facility shall be prohibited, and all repair-related vehicles shall be stored and screened on Tract 2, and shall be prohibited on Tract 1. Page 267 Item 15. Scale: 1"=30' July, 2019 SEI Job No. 18-225 LOCATION MAP 1" = 2000' PROJECT LOCATION Town Case No. Z19-0007 EXHIBIT "D" GST PROSPER BLOCK A, LOT 1 & 2 IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS COLLIN CO. SCHOOL LAND SURVEY, ABST. NO. 147 18.240 Acres Variable width R.O.W. 15.121 Acres ( 658,690 Sq. Ft.) Page 268 Item 15. 4 Z19-0007 EXHIBIT “E” DEVELOPMENT SCHEDULE The automobile dealership is an existing use on Tract 1. It is anticipated that the construction of the automobile repair center on Tract 2 will begin within 1 to 3 years after approval of the zoning ordinance. Progress of development will depend on time frames established for construction of thoroughfares, utilities, and market trends/demands for the area. Page 269 Item 15. WEST ELEVATION TOTAL SURFACE AREA: 2,935 S.F. GLAZING SURFACE AREA: 266 S.F. NET SURFACE AREA (EXCLUDES GLAZING): 2,669 S.F. STONE AT COLUMNS: 232 S.F. / 9% STONE AT BASE: 269 S.F. / 10% METAL COPING: 49 S.F. / 2% INTERGRALLY COLORED CMU: 2,119 S.F. / 79% NORTH ELEVATION TOTAL SURFACE AREA: 6,318 S.F. GLAZING SURFACE AREA: 545 S.F. NET SURFACE AREA (EXCLUDES GLAZING): 5,773 S.F. STONE AT COLUMNS: 464 S.F. / 8% STONE AT BASE: 594 S.F. / 10% METAL COPING: 106 S.F. / 2% INTEGRALLY COLORED CMU: 4,609 S.F. / 80% GENERAL NOTES: 1. THIS FACADE PLAN IS FOR CONCEPTUAL PURPOSES ONLY. ALL BUILDING PLANS REQUIRE REVIEW AND APPROVAL FROM THE BUILDING INSPECTIONS DEPARTMENT. 2. ALL MECHANICAL EQUIPMENT SHALL BE SCREENED FROM PUBLIC VIEW. ROOFTOP MOUNTED EQUIPMENT SHALL BE SCREENED BY A PARAPET WALL OR SCREENING WALL. SCREENING WALLS SHALL BE THE SPECIFICATIONS OF THE ZONING ORDINANCE. 3. WHEN PERMITTED, EXPOSED UTILITY BOXES AND CONDUITS SHALL BE PAINTED TO MATCH THE BUILDING. 4. ALL SIGNAGE AREAS AND LOCATIONS ARE SUBJECT TO APPROVAL BY THE BUILDING INSPECTIONS DEPARTMENT. 5. WINDOWS SHALL HAVE A MAXIMUM EXTERIOR VISIBLE REFLECTIVITY OF TEN (10) PERCENT. 6. ANY DEVIATION FROM THE APPROVED FACADE PLAN WILL REQUIRE RE-APPROVAL BY THE TOWN OF PROSPER. MATERIALS CALCULATION EAST ELEVATION TOTAL SURFACE AREA: 3,404 S.F. GLAZING SURFACE AREA: 603 S.F. NET SURFACE AREA (EXCLUDES GLAZING): 2,801 S.F. FIELD STONE: 2,194 S.F. / 78% ACCENT STONE: 397 S.F. / 14% EIFS: 158 S.F. / 6% METAL COPING: 52 S.F. / 2% SOUTH ELEVATION TOTAL SURFACE AREA: 6,318 S.F. GLAZING SURFACE AREA: 340 S.F. NET SURFACE AREA (EXCLUDES GLAZING): 5,978 S.F. STONE AT COLUMNS: 464 S.F. / 8% STONE AT BASE: 631 S.F. / 10% METAL COPING: 106 S.F. / 2% INTEGRALLY COLORED CMU: 4,777 S.F / 80% OWNER: GWOOD, LLC 2100 W. UNIVERSITY DRIVE PROSPER, TX 75078 APPLICANT: DOUG EROH PENSKE MOTOR GROUP 2100 W. UNIVERSITY DRIVE PROSPER, TX 75078 PH: 626.580.1332 PROPOSED AUTO REPAIR CENTER BLOCK A, LOT 2 MAHARD PARKWAY IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS TOWN CASE NO. D19-00 EXHIBIT "F" 07.31.2019 Page 270 Item 15. Ordinance No. 14-71, Page 7 Page 271 Item 15. Page 272Item 15. Ordinance No. 14-71, Page 6Page 273Item 15. Page 1 of 2 To: Mayor and Town Council From: Alex Glushko, AICP, Planning Manager Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Consider and act upon authorizing the Town Manager to execute a Development Agreement between Prosper Villages at Legacy, LLC, and the Town of Prosper, Texas, related to the Prosper Center development. Description of Agenda Item: On August 27, 2019, the Town Council approved three (3) rezoning requests (Z19-0005, Z19- 0006, and Z19-0007) related to development within Prosper Center, specifically including a retirement housing facility, collision repair facility, and an office tract. The zoning requests were approved by a vote of 7-0, subject to Town Council approval of a Development Agreement, including right-of-way and easement dedication, as well as building elevations and/or masonry regulations consistent with proposed zoning exhibits and current Town standards, respectively. A Development Agreement has been prepared accordingly. Legal Obligations and Review: Town Attorney, Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the agreement as to form and legality. Attached Documents: 1. Development Agreement 2. Exhibit A-Property Description 3. Exhibit B-Collision Repair Elevations 4. Exhibit C-Retirement Housing Elevations Prosper is a place where everyone matters. PLANNING Page 274 Item 16. Page 2 of 2 Town Staff Recommendation: Staff recommends the Town Council authorize the Town Manager to execute a Development Agreement between Prosper Villages at Legacy, LLC, and the Town of Prosper, Texas, related to the Prosper Center development. Proposed Motion: I move to authorize the Town Manager to execute a Development Agreement between Prosper Villages at Legacy, LLC, and the Town of Prosper, Texas, related to the Prosper Center development. Page 275 Item 16. 1 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into by and between the Town of Prosper, Texas (“Town”), and Prosper Villages at Legacy LLC (“Owner”) (individually, a “Party” and collectively, the “Parties”) to be effective on September 24, 2019 (the “Effective Date”). WHEREAS, the Town is a home-rule municipal corporation, located in both Collin County and Denton County, Texas, organized and existing under the laws of the State of Texas; and WHEREAS, Owner is a Texas limited liability company qualified to do business in the State of Texas; and WHEREAS, Owner owns three (3) tracts of land consisting of approximately 20.11 acres of land in Collin County, more particularly described and depicted in Exhibit A, attached hereto and incorporated by reference (the “Property”); and WHEREAS, Owner desires to construct on the Property a collision repair business structure, an office building(s) and retirement housing structures, among other uses of the Property to be determined at a later date; and WHEREAS, the elevations for the collision repair business (proposed for Block D, Lot 7 of Prosper Center) are attached hereto as Exhibit B and are incorporated by reference, and the elevations for the retirement housing structures (proposed for Block D, Lot 5 of Prosper Center) are attached hereto as Exhibit C and are incorporated by reference; and WHEREAS, subject to the terms of this Agreement, Owner agrees and acknowledges that it will construct on the Property those structures depicted i n attached Exhibits B and C, respectively, and substantially in accordance with the provisions, standards and notes reflected on the face of Exhibits B and C, respectively; and WHEREAS, on or about August 27, 2019, the Town conducted public hearings on the underlying zoning cases for those structures reflected in attached Exhibits B and C, respectively; and WHEREAS, on or about August 27, 2019, the Town also conducted a public hearing for the requested office zoning on a portion of Lot 2, Block D of Prosp er Center, and Owner agreed to construct any buildings on said property consistent with the masonry and building materials standards referenced in this Agreement; and WHEREAS, on September 24, 2019, the Town approved ordinances for the rezoning of the Property as well as authorized the execution of this Agreement. Page 276 Item 16. 2 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. Construction of Collision Repair Business Structure and Retirement Housing. When Owner constructs either the collision repair business structure or the retirement housing on the Property, Owner agrees to construct those structures in a substantially similar form as depicted in attached Exhibits B and C in accordance with said Exhibits, including those building materials reflected therein and thereon. Notwithstanding anything herein to the contrary, Owner has no obligation to const ruct said structures on the Property. If Owner elects to change such uses for the Property, Owner must obtain the Town’s approval of the Owner’s new proposed use for the applicable portion of the Property. 2. Construction of Office Structure(s) on Tract Zoned “O,” Office Uses. Owner agrees to construct any office structures on the Tract zoned for office uses in accordance with the following standards: All exterior facades for a main building or structure, excluding glass windows and doors, shall be cons tructed using the following: (1) primary materials including clay fired brick, natural precast, and manufactured stone, granite, marble, stucco, architectural concrete block, split face concrete masonry unit, and architecturally finished concrete tilt wall; and (2) secondary materials that comprise a total of ten percent (10%) or less of an elevation including aluminum or other metal, cedar or similar quality wood, and high impact exterior insulation and finish systems (EIFS). High impact EIFS is only permitted a minimum of nine feet (9’) above grade. 3. Applicability of Town Ordinances. When the Property is developed, Owner shall construct all structures on the Property, in accordance with all applicable Town ordinances and building/construction codes, whether now existing or arising prior to such construction in the future. 4. 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 wri tten 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 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 Par ty be liable for consequential or punitive damages. 5. 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 Page 277 Item 16. 3 hereunder are performable in Collin County, Texas. Exclusive venue for any action arising under this Agreement shall lie in Collin County, Texas. 6. Notice. Any notices required or permitted to be given hereunder (each, a “Notice”) shall be given by certified or registered mail, return receipt req uested, 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 200 S. Main Street P.O. Box 307 Prosper, Texas 75078 Attention: Town Manager If to Owner: Prosper Villages at Legacy LLC 10950 Research Road Frisco, Texas 75033 Attention: Craig Curry, Manager 7. 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). 8. 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. 9. 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 possibl e, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. 10. Binding Agreement. A telecopied facsimile or pdf of a duly executed counterpart of this Agreement shall be sufficient to evidence the binding agreement of each party to the terms herein. 11. Authority to Execute. This Agreement shall become a binding obligation on the signatories upon execution by all signatories 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. Owner warrants and represents that the individual executing this Agreement on behalf of Owner has full authority to execute this Agreement and bind Owner to the same. The Town Council Page 278 Item 16. 4 hereby authorizes the Town Manager of the Town to execute this Agreement on behalf of the Town. 12. Filing in Deed Records. This Agreement, and any and all subsequent amendments to this Agreement, shall be filed in the deed records of Collin County, Texas. 13. 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. 14. Notification of Sale or Transfer; Assignment of Agreement. Owner 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 transf er. Owner 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 Owner under this Agreement, to any p erson or entity (an “Assignee”) that is or will become an owner of any portion of the Property or that is an entity that is controlled by or under common control with Owner. Each assignment shall be in writing executed by Owner and the Assignee and shall obligate the Assignee to be bound by this Agreement with respect to the portion of the Property transferred to Assignee. If the Property is transferred or owned by multiple parties, this Agreement shall only apply to, and be binding on, such parties to the extent of the Property owned by such successor owner, and if the Owner or any Assignee is in default under this Agreement, such default shall not be an event of default for any non-defaulting Assignee which owns any portion of the Property separate from the defaulting Owner or Assignee. A copy of each assignment shall be provided to the Town within ten (10) business days after execution. Provided that the successor owner assumes the liabilities, responsibilities, and obligations of the assignor under this Agreement with respect to the Property transferred to the successor owner, 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 receipt of the assignment by the Town. No assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment. Owner shall maintain true and correct copies of all assignments made by Owner to Assignees, including a copy of each executed assignment and the Assignee’s Notice information. 15. 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. 16. 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 legislat ive findings of the Town Council; and (d) reflect the final intent of the Parties with regard to the subject matter of Page 279 Item 16. 5 this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced b y 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. 17. Consideration. This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. 18. 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 or pdf signature will also be deemed to constitute an original. 19. Exactions/Infrastructure Costs. Owner has been represented by legal counsel in the negotiation of this Agreement and been advised or has had the opportunity to have legal counsel review this Agreement and advise Owner, regarding Owner’s rights under Texas and federal law. Owner hereby wai ves any requirement that the Town retain a professional engineer, licensed pursuant to Chapter 1001 of the Texas Occupations Code, to review and determine that the exactions, if any, required by the Town in this Agreement are roughly proportional or roughl y proportionate to the proposed development’s anticipated impact. Owner specifically reserves its right to appeal the apportionment of municipal infrastructure costs in accordance with § 212.904 of the Texas Local Government Code; however, notwithstanding the foregoing, Owner 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, if any, imposed by this Agreement as of the Effective Date. 20. Waiver of Texas Government Code § 3000.001 et seq.. With respect to the improvements constructed on the Property pursuant to this Agreement, Owner hereby waives any right, requirement or enforcement of Texas Government Code §§ 3000.001-3000.005, effective as of September 1, 2019. 21. Rough Proportionality. Owner hereby waives any federal constitutional claims and any statutory or state constitutional takings claims under the Texas Constitution with respect to infrastructure requirements, if any, imposed by this Agreement as of the Effective Date. Owner 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 projected impact of the terms of this Agreement, with respect to infrastructure requirements, if any, imposed by this Agreement as of the Effective Date. Page 280 Item 16. 6 22. Time. Time is of the essence in the performance by the Parties of their respective obligations under this Agreement. 23. Third Party Beneficiaries. Nothing in this Agreement shall be construed to create any right in any third party not a signatory to this Agreement, and the Parties do not intend to create any third-party beneficiaries by entering into this Agreement. 24. 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 owner 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 281 Item 16. 7 IN WITNESS WHEREOF, the parties hereto have caused this document to be executed as of the date referenced herein. TOWN: THE TOWN OF PROSPER, TEXAS By: ___________________________ Name: Harlan Jefferson Title: Town Manager, Town of Prosper STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of September, 2019, by Harlan Jefferson, 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 282 Item 16. 8 OWNER: PROSPER VILLAGES AT LEGACY LLC, a Texas limited liability company By: ________________________________ Craig Curry, Manager STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of September, 2019, by Craig Curry in his capacity as Manager of Prosper Villages at Legacy LLC, a Texas limited liability company, known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of such limited liability company. Notary Public, State of Texas My Commission Expires: _________________ Page 283 Item 16. 9 EXHIBIT A (Property Description) Tract 1 BEING a tract of land situated in the Collin County School Land Survey, Abstract No. 147, Town of Prosper, Collin County, Texas and being a portion of Lot 2, Block D, Prosper Center, Block D, Lots 2, 3 and 4, an Addition to the Town of Prosper, according to the plat thereof recorded in Document No. 2018-195, Plat Records, Denton County, Texas, and Volume 2018, Page 308, Plat Records, Collin County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at an X cut in concrete found for the northwest corner of Lot 1, Block A, GST Prosper, an Addition to the Town of Prosper, according to the plat thereof recorded in Volume 2018, Page 257, said Plat Records (Collin County), same being on the southerly line of said Lot 2; THENCE North 0°26'44" East, departing the southerly line of said Lot 2 and crossing said Lot 2, a distance of 200.00 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” found for the POINT OF BEGINNING of the herein described tract of land; THENCE continuing across said Lot 2 the following courses and distances: North 89°40'36" West, a distance of 285.86 feet to a point for corner; North 0°00'00" East, a distance of 443.02 feet to a point for corner; North 18°38'02" West, a distance of 138.42 feet to a point for corner; North 71°21'39" East, a distance of 181.05 feet to a point at the beginning of a tangent curve to the right having a central angle of 18°57'45", a radius of 1055.00 feet, a chord bearing and distance of North 80°50'32" East, 347.57 feet; In a northeasterly direction, with said curve to the right, an arc distance of 349.16 feet to a point for corner; South 89°40'36" East, a distance of 190.11 feet to a point for corner; South 85°51'44" East, a distance of 10.02 feet to a point for corner; South 0°26'47" West, a distance of 689.33 feet to a point for corner; North 89°40'36" West, a distance of 379.34 feet to the POINT OF BEGINNING and containing 10.274 acres (447,523 sq. ft.) of land, more or less. Tract 2 BEING a tract of land situated in the Collin County School Land Survey, Abstract No. 147, Town of Prosper, Collin County, Texas and being a portion of Lot 2, Block D, Prosper Center, Block D, Lots 2, 3 and 4, an Addition to the Town of Prosper, according to the plat thereof recorded in Page 284 Item 16. 10 Document No. 2018-195, Plat Records, Denton County, Texas, and Volume 2018, Page 308, Plat Records, Collin County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a 5/8-inch iron rod with plastic cap stamped “KHA” found for the easternmost southeast corner of said Lot 2, common to the northeast corner of a called 0.940-acre Right-of- Way dedication to the Town of Prosper, Texas, recorded in Volume 2015, Page 674, said Plat Records (Collin County); THENCE North 89°40’36” West, along the southerly line of said Lot 2 and the northerly line of said Right-of-Way dedication, a distance of 40.00 feet to the northwest corner of said Right-of- Way dedication, common to the northeast corner of Lot 1, Block A, GST Prosper, an Addition to the Town of Prosper, according to the plat thereof recorded in Volume 2018, Page 257, said Plat Records (Collin County); THENCE North 0°26’47” East, departing the southerly line of said Lot 2 and crossing said Lot 2, a distance of 200.00 feet to the POINT OF BEGINNING of the herein described tract of land; THENCE continuing across said Lot 2 the following courses and distances: North 89°40'36" West, a distance of 300.00 feet to a point for corner; North 0°26'47" East, a distance of 689.33 feet to a point for corner; South 85°51'44" East, a distance of 140.29 feet to a point for corner; South 89°40'36" East, a distance of 125.00 feet to a point for corner; South 44°36'48" East, a distance of 35.32 feet to a point for corner; South 0°26'47" West, a distance of 125.00 feet to a point for corner; South 3°22'06" East, a distance of 150.31 feet to a point for corner; South 0°26'47" West, a distance of 380.00 feet to the POINT OF BEGINNING and containing 4.639 acres (202,091 sq. ft.) of land, more or less. Tract 3 BEING a tract of land situated in the Collin County School Land Survey, Abstract No. 147, Town of Prosper, Collin County, Texas and being a portion of Lot 2, Block D, Prosper Center, Block D, Lots 2, 3 and 4, an Addition to the Town of Prosper, according to the plat thereof recorded in Document No. 2018-195, Plat Records, Denton County, Texas, and Volume 2018, Page 308, Plat Records, Collin County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at an X cut in concrete found for the northwest corner of Lot 1, Block A, GST Prosper, an Addition to the Town of Prosper, according to the plat thereof recorded in Volume 2018, Page 257, said Plat Records (Collin County), same being on the southerly line of said Lot 2; Page 285 Item 16. 11 THENCE North 0°26'44" East, departing the southerly line of said Lot 2 and crossing said Lot 2, a distance of 200.00 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” found for corner; THENCE South 89°40'36" East, continuing across said Lot 2, a distance of 679.34 feet to a point for corner; THENCE South 0°26'47" West, continuing across said Lot 2, a distance of 200.00 feet to a point for corner on the common line of said Lot 2 and said Lot 1; THENCE North 89°40'36" West, along said common line, a distance of 679.34 feet to the POINT OF BEGINNING and containing 3.119 acres (135,868 sq. ft.) of land, more or less. Page 286 Item 16. 12 EXHIBIT B (Elevations-Collision Repair Business Structure) Page 287 Item 16. 13 EXHIBIT C (Elevations-Retirement Housing Structures) Page 288 Item 16. Page 289 Item 16. Page 290 Item 16. WEST ELEVATION TOTAL SURFACE AREA: 2,935 S.F. GLAZING SURFACE AREA: 266 S.F. NET SURFACE AREA (EXCLUDES GLAZING): 2,669 S.F. STONE AT COLUMNS: 232 S.F. / 9% STONE AT BASE: 269 S.F. / 10% METAL COPING: 49 S.F. / 2% INTERGRALLY COLORED CMU: 2,119 S.F. / 79% NORTH ELEVATION TOTAL SURFACE AREA: 6,318 S.F. GLAZING SURFACE AREA: 545 S.F. NET SURFACE AREA (EXCLUDES GLAZING): 5,773 S.F. STONE AT COLUMNS: 464 S.F. / 8% STONE AT BASE: 594 S.F. / 10% METAL COPING: 106 S.F. / 2% INTEGRALLY COLORED CMU: 4,609 S.F. / 80% GENERAL NOTES: 1. THIS FACADE PLAN IS FOR CONCEPTUAL PURPOSES ONLY. ALL BUILDING PLANS REQUIRE REVIEW AND APPROVAL FROM THE BUILDING INSPECTIONS DEPARTMENT. 2. ALL MECHANICAL EQUIPMENT SHALL BE SCREENED FROM PUBLIC VIEW. ROOFTOP MOUNTED EQUIPMENT SHALL BE SCREENED BY A PARAPET WALL OR SCREENING WALL. SCREENING WALLS SHALL BE THE SPECIFICATIONS OF THE ZONING ORDINANCE. 3. WHEN PERMITTED, EXPOSED UTILITY BOXES AND CONDUITS SHALL BE PAINTED TO MATCH THE BUILDING. 4. ALL SIGNAGE AREAS AND LOCATIONS ARE SUBJECT TO APPROVAL BY THE BUILDING INSPECTIONS DEPARTMENT. 5. WINDOWS SHALL HAVE A MAXIMUM EXTERIOR VISIBLE REFLECTIVITY OF TEN (10) PERCENT. 6. ANY DEVIATION FROM THE APPROVED FACADE PLAN WILL REQUIRE RE-APPROVAL BY THE TOWN OF PROSPER. MATERIALS CALCULATION EAST ELEVATION TOTAL SURFACE AREA: 3,404 S.F. GLAZING SURFACE AREA: 603 S.F. NET SURFACE AREA (EXCLUDES GLAZING): 2,801 S.F. FIELD STONE: 2,194 S.F. / 78% ACCENT STONE: 397 S.F. / 14% EIFS: 158 S.F. / 6% METAL COPING: 52 S.F. / 2% SOUTH ELEVATION TOTAL SURFACE AREA: 6,318 S.F. GLAZING SURFACE AREA: 340 S.F. NET SURFACE AREA (EXCLUDES GLAZING): 5,978 S.F. STONE AT COLUMNS: 464 S.F. / 8% STONE AT BASE: 631 S.F. / 10% METAL COPING: 106 S.F. / 2% INTEGRALLY COLORED CMU: 4,777 S.F / 80% OWNER: GWOOD, LLC 2100 W. UNIVERSITY DRIVE PROSPER, TX 75078 APPLICANT: DOUG EROH PENSKE MOTOR GROUP 2100 W. UNIVERSITY DRIVE PROSPER, TX 75078 PH: 626.580.1332 PROPOSED AUTO REPAIR CENTER BLOCK A, LOT 2 MAHARD PARKWAY IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS TOWN CASE NO. D19-00 EXHIBIT "F" 07.31.2019 Page 291 Item 16. J • • j llf tJlJIB!!!11ll � Type II 0 Type I CD �) � Type II ® Type I CD PERCENT AGE 43% 51% 6% Building Number PERCENTAGE 41% 57% 2% MA TE RIAL GRANBURY STONE 'OLD TOWN' BRICK CEMENT FIBER BOARD ■■■■■■ MATERIAL GRANBURY STONE 'OLD TOWN' BRICK CEMENT FIBER BOARD PERCENTAGE MATERIAL 43% GRANBURYSTONE 51% 'OLD TOWN' BRICK @) Elevation 06---SCALE 3/32" , r -0 ' 6% CEMENT FIBER BOARD ..... ers at ros PERCENT AGE MA TE RIAL 20% GRANBURY STONE 78% 'OLD TOWN' BRICK 2% CEMENT FIBER BOARD ALD R 0 V Of>M T G I\ 0 U EL. 50'-2 1/2',FF TOP OF RIDG EL. 43'-6 1/4" TO R TOP OF RIDG� EL. 30'•4 1/2'11"FF TOP PLATE EL. 10'-8 1/2"i$FF - -_/HN �L� AFF- -TOP PLATE � EL 0'-0" FIN FLR EL. 47'-0 1/�AFF TOP OF RIDG EL. 30'-4 1/2�1.FF TOP PLATE EL. 21'-4 1/4" , FF t[N i�RB 3/4 "'FF TOP PLATE EL. 10'-8 1/2" FF t[N t,L�. AFF TOP PLATE � EL o·-o· FIN H R 1 Exhibit F Case No. Z19-0005 Page 292 Item 16. J •• j nrtJlJIB!!!11ll rypell@ u ��yPian VI 9 � � Building Type Building ii umber I -I _I ' -· �-� ---�I ---� = It. ·" -- _-D, · □ , rfl f 1 f1 1 _-D , --□--.□--_rrl 1rn trD .--□ •. □-□-. m._. ::=i :D-tl □.-._-._r1fl· _-D- _ - _ □._-,.□-- -� ----_ - _ ---I�!!!!!!!!!!!!!! , 1= _ -----_ -===------_ ---I I ---1 I!!!!!!! _ --_ ,m■=a,----. ---,I--11 _. --_ -� _ l��I - - . - ===--_ --_ ----r· �□ _--□-l1��11 ,-:� ' 4 . ff i -,- - <:-� --. -. --' . · 1 -¥--.· ; :. i _1 :� _ [lJ ·-. [-1 0 � ·i1��1 I -D --�J _. -.· ·� -. .-, , PERCENTAGE MATERIAL 16% GRANBURY STONE 79% 'OLD TOWN' BRICK 5% CEMENT FIBER BOARD . . • c:,:_ 0 · -s .-·• , • • •- • . r . • •-•• --• •·•-• •.,• • • -•-. -. '• . -.. - . -. -- . . --. . - . -. -. -. . . � . . -... � .. -" . . . -. --.... --. ----�� ------------------. .. � ,. ,. ... "" .. .. -.. . . .. - --··· -.. --. --� ��: -,_ -'.� ,_□, . ·:'-� :-� �---; , -�� -. -·..: . ------- '--:--------. . ' ·.: ,. __ -__ -. ----. - _I ---------------------------- --------------___________ @) ____ Elevation____ ------09 SCALE, 3/32"' , l'-0'" ---� --::__ - - - - - - - ------ -----·' I ---. I �� .-....,"""""""""""'""" . - '1 -=�-�="" I ' - --!!!!!!I -_: � ·-·_.; §I -• .----·: __ :-.�=o,1! ALD 0 V Of>M EL. 47'-0 1/tAFF TOP OF RIDG EL. 30' -4 1/1,FF TOP PLATE �F -� EL. 19'-8 3/4"�FF TOP PLATE �FF -�EL. 9· -t· AFF -TOP PLATE � FIN FLR EL ff. 0 1/tAFF TOP OF RIDG EL 30"-4 1/2 '�FF TOP PLATE EL 10" -8 1/2"'�FF -_L HN �L�. AFF-TOP PLATE � EL 0"-0" FIN FLR PERCENTAGE MATERIAL PERCENTAGE MATERIAL 2091, GRANBURY STONE 18% GRANBURY STONE 7891, 'OLD TOWN' BRICK 79% 'OLD TOWN' BRICK 2% CEMENT FIBER BOARD 3% CEMENT FIBERBOARD PERCENTAGE MATERIAL 34% GRANBURY STONE 65% 'OLD TOWN' BRICK 1% CEMENT FIBER BOARD ..... ers at PERCENTAGE MATERIAL 12% GRANBURY STONE 79% 'OLD TOWN' BRICK ros 9% CEMENT FIBER BOARD EL. 47"-0 1/tAFF TOP OF RIDG EL. 30' -4 1/2,FF TOP PLATE �F - -HN tLf. AFF- -TOP PLATE � FIN FLR R T G I\ 0 U 2 Exhibit F Case No. Z19-0005 Page 293 Item 16. J • • j nrtJlJIB!!!11ll Typell G) Typell@ (-�\ Key Plan \ ) No Scale "--/ -- - -- - -Building --- - - - - Building Number PERCENTAGE MA TE RIAL 40% GRANBURY STONE 59% 'OLD TOWN' BRICK 1% CEMENT FIBER BOARD □ □ g □ PERCENTAGE MA TERI AL 41% GRANBURY STONE 57% 'OLD TOWN' BRICK 2% CEMENT FIBER BOARD □ □ g □ _I PERCENT AGE MATERIAL 20% GRANBURY STONE 78% 'OLD TOWN' BRICK 2% CEMENT FIBERBOARD □ □ □ PERCENTAGE MATERIAL 37% GRANBURY STONE 59% 'OLD TOWN' BRICK 4% eEMBNT FIBBR: B0ARI> .11!1.11:1.111111;111 I ----' I_I I_II_II_II_I I_I ..... ers at ros ALD R 0 V Of>M T G I\ 0 U _J EL. ff. 0 1/�AFFTOP OF RI0G EL 30· .4 1/2$FFTOP PLATE EL 21'•4 1/4" FF �lN .f�Rs J/4$FFTOP PLATE EL 10· -8 vr FF �lN t L� AFF TOP PLATE "' EL o·-o·FIN HR EL. 4/'. 0 i/�AFFTOP OF RIDG EL. 30·.4 1/2'$FF TOP PLATE EL. 10'·8 1/2"�FF -- - --�lNt��-AFF-ill'---,---- -- -- --TOP PLATE �□ □ g □ EL 0'.0" FIN FLR EL. 50'·2 1/2" FF TOP OF RIDG EL 43'·6 1/4" TOR TOP OF RIDG� EL. 30' .4 I/2$FFTOP PLATE EL. 10· ·8 1/2"r$FF --�lN tlf. AFF -TOP PLATE "' EL. o·.o·FIN FLR 3 Exhibit F - Case No. 19-0005Page 294 Item 16. • • • • nrr111 IBII!J1ll 12 61 ,. -..; l•I l•I l•I I -,. - .P . l•I l•I l•I l•I l•I l•I • -l•I l•I .' l•I. in-! l!!IIIFl!-J !!!II,!_,., !-M!-! !-. TOP OF ROOF 13'-8" AFF �--ARCHITECTURAL GRADE COMP. ROOFIIJG SHINGLES ON BUILDING FELT DAMP PROOFING ON 7f16" OSB DECKING 12 76 \\I/PLY-CLIPS ON ROOF TRUSSES Ii 24" 0 C � ;_ ! IJ � �-I. 11 ; . ;, ' :al·-:. l•i l•I l•11.i1 ;,-:::" �--�-;� ., -.:.· 1•11•11•11•1 -'\_".p -: __ :. fii] · 1•1 1•1 1•11•11 ,�· - ···-: _:, _!iii. •• l•I 1•111•1 1•1 I -� I PERCEl1T AGE MATERIAL EL. 9-1" AFF TOP PLATE � -BRICK VENEER ON HOUSEWRAPDAl.-1PPROOFING ON 7 /16 .. OSBSHEATHING ON WOOD STUDS PRE -F ABRICATEO METAL GARAGE DOORS REAL STONE VENEER ON HOUSEWRAP DAMPPROOFING ON "//16" OSB SHEATHING ON WOOD STUDS EL o·.o·· === \ FIN FLR � \EL.-11/2'" LEDGE � 16 Detached Gara e Elevation -With HC Bay 78% 'OLD TOWN' BRICK SCALE 3/8" , I' o·· 22% GRANDBURY STONE TOP OF ROOF 13'-8" AFF 12 61 , r. et. . , o.. , "· . ,.,. , r.. , "· ·'i_.,111 I -, ', ..... 1 ... , � r,!!!!!. •!!!!!!!!· �-�'�• !!!!!!!!!!-' -�-I • �.._, -.,. �-•�- ·�· � !!!!!!!!!! . -[iii Iii] [iii Iii] . � Iii] I -�--Ill] 111] Ill] Iii] � . .:.. Iii] IIJ=11ii] Iii] Iii] [iii] Iii] II, .. !ii! !ii! !ii! !ii! i Iii! 11 PERCENTAGE M.A TERIAL TOP OF ROOF 1J'.8" AFF PERCENT AGE MATERIAL 70% 10P OF ROOF H'.11 " AFF 30% 'OLD TOWN' BRICK GRANDBURY STONE EL. 10' -f' AFF �-S.:::-...:- _ __/TOP PLATE �EL. g·.,-· o\Ff TOP PLATE � PAINTED METAL LOUVER ------------ 6 62% 'OLD TOWN' BRICK 38% GRANDBURY STONE 12 ARCHITECTURAL GRADE 7 6 _,,-COMP. ROOFING SH:NGLES ON �--E!UILDING FELT DAMP PROOFING ON 7116" OSB DECKING W/PL Y-CLIPS ON ROOF El 9· r AFF TOP PLATE � BRICK 1/ENEER ON HOUSEWRAP DAMPPROOFING ON 7/16" OSB SHEATHJ.IIG ON WOOD STUDS PERCENTAGE 47% 53% REAL STONE ON 12 --MAN DOOR H ACCESSIBLE GARAGE OtJL Y REAL STONE VENEER ON HOUSEWRAP DAMPPROOFING ON 7116" OSB SHEATHING ON WOOD STUDS Side Elevation Boiler / Maint. 11 T . Detached Gara e Elevation -Side SCALE 3/8'" , 1'-0"" PERCENT AGE BRICK VENEER ON HOUSEWRAP DAl.-1PPROOFING ON 7 /16'" OS6 SHE.A THltJG ON WOOD STUDS MATERIAL F :\.KJBS\2073 \"131020\ACAD\CLUB\GAR-BOllER SCALE: 3/8" , 1'-0" .. \ACAD\CLUB\BL ·GAR AG ...,.,_..--f-,--::/r----B�LER STACKS Rear Elevation Boiler / Maint. 100% 'OLD TOWN' BRICK 07 SCALE: 3/6" : 1'-0" F. 'dOOS\2013\ 131020\ACAO\CL UB\GAR.BOILER0% GRANDBURY STONE BRICK VENEER ON HOUSEWRAP DAMPPPOOFING ON 7 /16" OSB SHEATHING ON WOOD STUDS l I -' ! . lJ I ; - / � I'. · r }'-lj 1 ., ' t l, ., t , !t ; I ? ., It' .• 11.·, '• .... ,,. '• =, • ·�· ..... -�._,. "' � = -�. -.. � ""' ,.,. . '" = -., ...... '" � - --,.,. ---"" ---• " �' ft ... � . .., " ...... ... . .. . ... ..,, --... ., -...._ _,_� '-•, .�.-. --... '' ··--··'.• .. -� ---- .., --� �' -·--•, -- .,. .. --- ' I I• le i --. � , . - -�� --. .. ; ��; �� l•I [iii l•I l•I �-· - .: ��-:�· ·• � · .. ., " ' : • - = �-� l•I l•I l•I l•I : .. � : , --�-�--, ----, .. • Iii] [ill Iii] Iii] . -!ii! Ii!] !ii! !ii! . . 'a ... . .... --� ... --. • ' O • '. • .. ··L-'" J, "' , " _ ' ' 1_ _ ··t-' " 1 • I" .:.. • " -.! l • ,. _ .t F l • ''"" .-- -�� .,., -� ' . . 1•11•11•11•1 1•11•11•11•1 l•I 1•1 1•1 l•I !l!I! l!l!I !II! !l!I! --. ·-, ... -"--... ". "" �� V• . :n � � . .-.. -.� II ·• • . ·:�; "":,�. -_ . l•I l•I l•I l•I .: �.; ,-._, = �--·_ . 1•1 1•1 1•1 1•1 -._ .. ----.,[iii Iii] [iii] [iii � • liil l!il l!il l!iil I I ARCHITECTURAL GRADE COMP ROOFING SHINGLES ON BUILDING FELT DAMP PROOFING ON 7/16" OSB DECKING W/PLY.CLIPS ON ROOF TRUSSES II 24" O.C EL 9'-1" AFF TOP PLATE � FIN. FLR ARCHITECTURAL GRADE COMP ROOFING SHINGLES ON BUILDING FELT DAMP PROOFING ON 7/16" OSB DECKING W/PLY·CLIPS ON ROOF TRUSSES Ii 24" O.C El. 10·-1· AFF� TOP PLATE REAL STONE VENEER ON HOUSEWRAP DAMPPROOFING ON 7116" OSB SHEATHlfJG ON WOOD STUDS 1.-1ASTIC ON CMU -----._ .................... PERCENT AGE 31% 59% PERCENT AGE MA TE RIAL 79% 'OLD TOWN" BRICK 21% GRANDBURY STONE REAL STONE ON MASTIC ON Cl.-1U -�� PERCENT AGE MATERIAL 03 Front Elevation Boiler / Maint 02 Rear Elevation 76% 'OLD TOWN' BRICK SCALE, 3/8" , r-o· �:\JOBS\.<013\1:11020\A.CAD\CLUB\GAR-BQILER SCALE 3/8"" , r-o·24% GRANDBURY STONE ..... ers at ros PERCENTAGE MP.TERIAL 82% 'OLD TOWN' BRICK 18% GRANDBURY STONE MATERIAL 'OLD TOWN' BRICK GRANDBURY STONE MATERIAL 'OLD TOWN' BRICK GRANDBURY STONE BRICK VHiEER ON MASTIC ON CMU 7 I \ACAD\CLUB\ TRASH 13 09 05 01 TOP OF ROOF 13"-8" AFF �--ARCHllEC I URAL GRADE 12 COf.lP. ROOHI.JG SHING...ES ON BUILDING FELT DAMP PROOFING ON 7116" OSB DECKING ' W IPL Y-CLIPS ON ROOF 6 fRUSSES a 24" O.C EL. 9·.r AFF TOP PLATE � BRICK VEtJEER ON HOUSEWRAP DflMPPROQFl,\jG ON 7/16. OSB SI-EATHING ON WOOD STUDS PRE-FA8RICA1EO MET AL GARAGE DOORS REAL STONE VEtJEER ON HOUSEWRAP DAMPPROOFING ON 1/16" OSB SHEATHING ON WOOD STUDS EL o·.o·· ===, FIN FLR \ EL. -1 112· � LEDGE Detached Gara e Elevation SCALE 3/8" , 1·-0·· Elevation Side -Trash SCALE 3/8"" , 1·.o·· I �--ACCESS GATE AT TRASH CONTAINER TO HAVE AN ACCESS MONITORED KEY PANEL. ACCESS TO BE CONNECTED 10 LEASE OFFICE Elevation En SCALE J/8" , r-o·· PERCENT AGE MATERIAL Side 22% 'OLD TOWN' BRICK 78% GRANDBURY STONE 6" SQUARE STEEL PIPE COLUMN ANCHORED TO STONE --� REAL STONE ON MASTIC ON CMU -�� Front Gate SCALE 3/8"" , r-o·· BRICK VENEER ON MASTIC ON CMU 7 I \ACAD\CLUB\Bl .GAR AG . \ACAD\CLUB\ TRASH \ACAD\CLUB\ TRASH EL o·-o· I FIN FLR � \ EL. -1 1/2'" • LEDGE � EL. 8' -1"" AFF TOP 01 WAL� EL. o·-□· � ' FIN FLR \ EL. -1 1/2" � LEDGE CORRIGATED MTL PANEL ON J' SO. STL. TUBE GA TE FRAME W/3 PAIR STL HINGES 7 BRICK VENEER ON MASTIC ON CMU / I . \ACAD\ClLIB\ TRASH ALD I)V QP 9 July 2019 R 1 G ll Q U 4 Exhibit F Case No. Z19-0005 Page 295 Item 16. Exhibit F Case No. Z19-0005 Page 296 Item 16. Page 297Item 16. Page 1 of 1 To: Mayor and Town Council From: Alex Glushko, AICP, Planning Manager Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Consider and act upon whether to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department, pursuant to Chapter 4, Section 1.5(C)(7) and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding action taken by the Planning & Zoning Commission on any Site Plan or Preliminary Site Plan. Description of Agenda Item: Attached are the Site Plans that were acted on by the Planning & Zoning Commission at their September 17, 2019, meeting. Per the Zoning Ordinance, the Town Council has the ability to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department for any Preliminary Site Plan or Site Plan acted on by the Planning & Zoning Commission. Attached Documents: 1. Site Plan for Gates of Prosper, Phase 2, Block B, Lot 1 2. Site Plan for Offices at Legacy 3. Site Plan for Prestonwood, Phase 3 4. Site Plan for Prosper Counseling Town Staff Recommendation: Town staff recommends that the Town Council take no action on this item. Prosper is a place where everyone matters. PLANNING Page 298 Item 17. S S S S S S SVVFLFLFLFLFLFLFLFLFL FL FL 13 FLFLFLFLFLFLFLFLFL 18 9 11 9 5 13 15 13 6 23 18 15 22 3 4 T T TT P FLFLFLF L FLFLFLFL FL FLFLFLFLFLFLFLFLFLF L FLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFLFL FL FL FL FL FLFLFLFLFLFLFLFLFLV FLFLFLFL7 4 FLFLFLFLFLF LFLFLFLFLF L FL F L FL FLFLFLFLOHEOHEF OHEOHETTT S S S S 232' 244'253'MH MH MH MH FH FH FH FH FH FH FDC FDC MH MH WE WE WE WE R30' R30'R30' R30' R30' R30' R30' R54' R10'R10' R10' R30' R30' R10'24'24' 24'20'TYP.9'TYP.20' TYP.9'TYP. RETAIL/RESTAURANT±7,662 SF 1 STORYFF=687.00 RETAIL/RESTAURANT±7,662 SF1 STORYFF=687.00 72'107'72'107' FH 15' WE WE WE WE WE COLEMAN STREETS0°20'52"W27.90' ∆=54°57'13"R=42.00'L=40.28' CB=S27°49'29"WC=38.76'∆=55°17'38"R=42.00'L=40.53'CB=S27°39'16"WC=38.98' S0°00'00"E30.75' N90°00'00"E43.41' S52°46'40"E64.52' N37°12'44"E38.06' N37°09'28"E13.92'N33°56'57"E199.89'N35°32'53"E85.20'N30°46'46"E100.13'N33°38'35"E51.08' N10°12'16"W21.16' N5 5 ° 5 0 ' 2 5 " W 77. 0 3 ' ∆=3°27'25"R=795.00' L=47.97'CB=N57°34'08"WC=47.96' N60 ° 5 1 ' 3 2 " W 150 . 0 0 ' ∆=16°37'28"R=805.00' L=233.57'CB=N78°20'40"WC=232.75'N90°00'00"W 261.96' ∆=3°20'36"R=805.00'L=46.97' CB=N88°19'42"WC=46.97'23' 24'8'24' 24' R30'R30' 64'55' 62'135' 319' 80'24'8'45'24'8'45'25'17'36'57'381' 70' BFR BFR DUMPSTER ENCLOSURE W/8' TALL MASONRY SCREENINGWALL (BRICK AND STONE) TO MATCH BUILDING AND 8' METAL GATE.DUAL ENCLOSURES 15'X23' (TYP.) VEGETATIVE HEADLIGHTSCREENING DUMPSTER ENCLOSURE W/8' TALL MASONRY SCREENINGWALL (BRICK AND STONE) TO MATCH BUILDING AND 8' METAL GATE.DUAL ENCLOSURES 15'X23' (TYP.) VEGETATIVE HEADLIGHTSCREENING RICHLAND BOULEVARD 40' 40'10'10' CI JB CI CI CI CI CI HEADWALL HEADWALL EX CIEX CI EX CI EX GI EX GI 20' TYP. 9 'TYP. TYPE IIIBARRICADE 1 2 WI EX HEADWALL 270' 145'25' LANDSCAPEEASEMENT TRANSFORMER (TYP) 10' HIKE ANDBIKE TRAIL 15' SSE PATIO±2,000 SF PATIO±2,000 SF85'5 9 ' PULL BOX (TYP) 2 6 '45'15' 15'22'15'15' DE DE WI LP (TYP.) LP (TYP.) LP (TYP.) LP (TYP.) LP (TYP.) LP (TYP.) LP (TYP.) LP (TYP.) LP (TYP.) CURB CUT 70' APPROXIMATE LOCATION OF THE CENTERLINEOF AN EASEMENT TO SOUTHWESTERN BELLTELEPHONE COMPANY. EASEMENT TO BE ABANDONED AND RELOCATED.VOL.744, PG. 491, D.R.C.C.T. (NO WIDTH GIVEN) 18' 18'12'12'12' STREETEASEMENT 15' BUILDINGSETBACK LINE 15' BUILDINGSETBACK LINE 30' LANDSCAPEEASEMENT AND BUILDING SETBACK PRESTON ROAD (SH 289)VARYING WITH ROWTRANSFORMER(TYP.) WM WM R30' R54' R30' R54' R30' R30' R30' R30' R30' R10' EX CI EX CI EX CIEX CI EX CI EX CI EX CI EX CI EX CI EXFH EXFH EXFH EXFH EXFH EX MH EX JB EX JB UTILITY EASMENT LANDSCAPE EASEMENT BUILDING SETBACK ATMOS UTILITY EASMENT EX CI EX CI EX JB EX JB EX CI EX CI EX CI EX CI EXWE EX WE EX DE 24' FIRE LANE, ACCESS,DRAINAGE, AND UTILITY EASEMENT 24' FIRE LANE, ACCESS,DRAINAGE, AND UTILITYEASEMENT 34'123'9' 20' 20'(TYP.)9'(TYP.)46'43' 43'46' BLOCK A, LOT 119.87 ACRES 865,684 SQ FT BLOCK B, LOT 1 4.45 ACRES193,752 SQ FT BLOCK A, LOT 2R4.74 ACRES206,607 SQ FT BLOCK B LOT 2 190.31 AC8,920,072 SQ. FT.BEN RENNISON SURVEY ABSTRACT NO. 755JOHN YARNELL SURVEY ABSTRACT NO. 1038R30' 24" STOP BAR STRIPES (TYP.) 15' SSE 15' WE 15' WE 5' LANDSCAPE EASEMENT DE 12' STREET EASEMENT 3 WM 6' SIDEWALK 6' SIDEWALK R30' MH 112' 60'R30' R54' R30' R54' R30'S0°00'00"W166.26'N90°00'00"E 18.65' ∆=27°58'38"R=632.50'L=308.84' CB=S22°38'40"EC=305.78' BLOCK A, LOT 7 1.52 ACRES66,052 SQ FT BLOCK A, LOT 81.26 ACRES 54,880 SQ FT BLOCK A, LOT 92.40 ACRES104,406 SQ FT WEWE This document, together with the concepts and designs presented herein, as an instrument of service, is intended only for the specific purpose and client for which it was prepared. Reuse of and improper reliance on this document without written authorization and adaptation by Kimley-Horn and Associates, Inc. shall be without liability to Kimley-Horn and Associates, Inc.BYDATEAS SHOWNREVISIONSNo.DATESHEET NUMBER CHECKED BYSCALEDESIGNED BYDRAWN BYKHA PROJECT260 EAST DAVIS STREET, SUITE 100, MCKINNEY, TX 75069PHONE: 469-301-2580 FAX: 972-239-3820WWW.KIMLEY-HORN.COM TX F-928RAKSMAJCRLAST SAVED 9/4/2019 10:05 AMPLOTTED BY BECKLER, RACHEL 9/4/2019 10:14 AMDWG PATH K:\MKN_CIVIL\068109030-GATES OF PROSPER\_PHASE 1\_BLOCK B\CAD\PLANSHEETSDWG NAME SITE PLAN.DWG , [ C-05 SITE PLAN ]IMAGES town logo : aerial 5.19 :XREFS xsite-ph1 : xStrm-PH1 : xsurv-ph1 : xutil-ph1 : xsite-lrc : xStrm-LRC : xutil-lrc : xdryutil : xsite-block b : xutil-block b : xbrdr-block b : xstrm-block b : xhtch-block b : xlotlines-ph1068109030GATES OF PROSPERPH 2, BLOCK B, LOT 1PROSPER, TEXAS© 2019 KIMLEY-HORN AND ASSOCIATES, INC.SEPTEMBER 2019Not for construction or permit purposes.FOR REVIEW ONLY Engineer P.E. No.Date132468 RACHEL A. KORUS SEP. 2019 C-05SITE PLAN00 50'100' GRAPHIC SCALE 50' TYP TYPICAL WATER EASEMENTWE SANITARY SEWER EASEMENTSSE NUMBER OF PARKING SPACESX FH ACCESSIBLE PARKING SYMBOL BARRIER FREE RAMP (BFR) EXISTING CONTOUR LINE - MAJOR EXISTING CONTOUR LINE - MINOR DRAINAGE EASEMENTDE BARRIER FREE RAMPBFR SIDEWALKSW CURB INLETCI LEGEND FIRE HYDRANT EXISTING PAVEMENT FDC FIRE DEPARTMENT CONNECTION EXISTINGEX PROPOSEDPROP. PROPOSED FIRE LANE PROPOSED BUILDING FL FL BUILDING LINE/SETBACKBL WM WYE INLETWI MANHOLEMH GRATE INLETGI JUNCTION BOXJB S SANITARY SEWER MANHOLE CURB INLET GRATE INLET HEADWALL JUNCTION BOX OR WYE INLET WATER METER (AND VAULT) SG T P LIGHT POLE (PL) TRANSFORMER SWITCHGEARPULL BOX ANY REVISION TO THIS PLAN WILL REQUIRE TOWN APPROVAL AND WILL REQUIRE REVISIONS TO ANY CORRESPONDING PLANS TO AVOID CONFLICTS BETWEEN PLANS. 1. DUMPSTERS AND TRASH COMPACTORS SHALL BE SCREENED IN ACCORDANCE WITH THE ZONING ORDINANCE. ANY ADDITIONAL ENCLOSURES WILL REQUIRE REAPPROVAL BY TOWN STAFF. 2. OPEN STORAGE, WHERE PERMITTED, SHALL BE SCREENED IN ACCORDANCE WITH THE ZONING ORDINANCE. 3. OUTDOOR LIGHTING SHALL COMPLY WITH THE LIGHTING AND GLARE STANDARDS CONTAINED WITHIN THE ZONING ORDINANCE AND SUBDIVISION ORDINANCE. 4. LANDSCAPING SHALL CONFORM TO LANDSCAPE PLANS APPROVED BY THE TOWN. 5. ALL ELEVATIONS SHALL COMPLY WITH THE STANDARDS CONTAINED WITHIN THE ZONING ORDINANCE. 6. BUILDINGS OF 5,000 SQUARE FEET OR GREATER SHALL BE 100% FIRE SPRINKLED. ALTERNATIVE FIRE PROTECTION MEASURES MAY BE APPROVED BY THE FIRE DEPARTMENT. 7. FIRE LANES SHALL BE DESIGNED AND CONSTRUCTED PER TOWN STANDARDS OR AS DIRECTED BY THE FIRE DEPARTMENT. 8. TWO POINTS OF ACCESS SHALL BE MAINTAINED FOR THE PROPERTY AT ALL TIMES. 9. SPEED BUMPS/HUMPS ARE NOT PERMITTED WITHIN A FIRE LANE. 10. 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. 11. ALL SIGNAGE IS SUBJECT TO BUILDING OFFICIAL APPROVAL. 12. ALL FENCES AND RETAINING WALLS SHALL BE SHOWN ON THE SITE PLAN AND ARE SUBJECT TO BUILDING OFFICIAL APPROVAL. 13. ALL EXTERIOR BUILDING MATERIALS ARE SUBJECT TO BUILDING OFFICIAL APPROVAL AND SHALL CONFORM TO THE APPROVED FAÇADE PLAN. 14. SIDEWALKS OF NOT LESS THAN SIX (6) FEET IN WIDTH ALONG THOROUGHFARES AND COLLECTORS AND FIVE (5) FEET IN WIDTH ALONG RESIDENTIAL STREETS, AND BARRIER FREE RAMPS AT ALL CURB CROSSINGS SHALL BE PROVIDED PER TOWN STANDARDS. 15. APPROVAL OF THE SITE PLAN IS NOT FINAL UNTIL ALL ENGINEERING PLANS ARE APPROVED BY THE ENGINEERING DEPARTMENT. 16. SITE PLAN APPROVAL IS REQUIRED PRIOR TO GRADING RELEASE. 17. ALL NEW ELECTRICAL LINES SHALL BE INSTALLED AND/OR RELOCATED UNDERGROUND. 18. ALL MECHANICAL EQUIPMENT SHALL BE SCREENED FROM PUBLIC VIEW IN ACCORDANCE WITH THE ZONING ORDINANCE. 19. ALL LANDSCAPE EASEMENTS MUST BE EXCLUSIVE OF ANY OTHER TYPE OF EASEMENT. 20. 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. 21. THE APPROVAL OF A SITE PLAN SHALL BE EFFECTIVE FOR A PERIOD OF EIGHTEEN (18) MONTHS FROM THE DATE OF APPROVAL BY THE PLANNING & ZONING COMMISSION, AT THE END OF WHICH TIME THE APPLICANT MUST HAVE SUBMITTED AND RECEIVED APPROVAL OF ENGINEERING PLANS AND BUILDING PERMITS. IF THE ENGINEERING PLANS AND BUILDING PERMITS ARE NOT APPROVED, THE SITE PLAN APPROVAL, TOGETHER WITH ANY PRELIMINARY SITE PLAN FOR THE PROPERTY, IS NULL AND VOID. TOWN SITE PLAN NOTES N.T.S. US HWY 380 (UNIVERSITY)BNSF RAILROADBUS. 289 (COLEMAN)TOWN OF PROSPER RI C H L A N D LOVERS LNLOVERS LN CITY OF FRISCO STATE HWY 289 (PRESTON)VICINITY AND KEY MAP 15,324 SF SITE DATA SUMMARY TABLE ZONING/PROPOSED USE PD-67/PD LOT AREA/ SQ. FT. AND AC 193,752 SF; 4.45 AC BUILDING AREA (gross square footage) BUILDING HEIGHT (number of stories) MAX HEIGHT = 40' LOT COVERAGE FLOOR AREA RATIO (for non-residentail zoning) TOTAL PARKING PROVIDED 195 SURFACE SPACES TOTAL HANDICAP REQUIRED 6 SPACES TOTAL HANDICAP PROVIDED 6 SPACES USABLE OPEN SPACE REQUIRED 13,562 SQ. FT. (7%) USABLE OPEN SPACE PROVIDED 23,607 SQ. FT. (12%) BLOCK B, LOT 1 *HANDICAP PARKING IS PROVIDED IN ACCORDANCE WITH TAS STANDARDS TOTAL PARKING REQUIRED (1:100 FOR RESTAURANT, 1:250 FOR RETAIL, 1:200 FOR PATIO) IMPERVIOUS SURFACE 109,337 SQ. FT. 28.0' (1 STORY) 10% 0.10:1 174 SPACES (ASSUMING 100% RESTAURANT) INTERIOR LANDSCAPING REQUIRED 2,985 SQ. FT. INTERIOR LANDSCAPING PROVIDED 2,985 SQ. FT. 4,000 SF (PATIO) RETAIL/RESTAURANT SITE LOCATION 1 2 ID BLOCK B TYPE DOMESTIC DOMESTICB SIZE 2" 2" LOT 1 1 SANITARY SEWER 8" 8" METER SCHEDULE 3 IRRIGATIONB 2"1 NO 100-YEAR FLOODPLAIN EXISTS ON THIS SITE. FLOODPLAIN NOTE 380 & 289 LP 1 Cowboys Way Frisco, Texas 75034 Contact: Nicholas Link Phone: (972)-497-4854 Kimley-Horn and Associates, Inc. 260 East Davis Street, Suite 100 McKinney, Texas 75069 Contact: Joe Riccardi, P.E. Phone: (469)-301-2580 GOP #2 LLC 1 Cowboys Way Frisco, Texas 75034 Contact: Nicholas Link Phone: (972)-497-4854 Page 299 Item 17. PHASE 1BLOCK A, LOT 9SITE AREA = 87,433 SF2.01 ACMEDICAL OFFICE BUILDINGSINGLE STORY15,000 SFFFE=607.20MECH.YARDLOADINGSPACEMECH.YARDR30.0'R30.0'R 3 0 . 0 ' 24.0' 24.0'24.0'24.0'24.0'R30.0'98.5'86.1'158.0'95.0'9.0'18.0'9.0'18.0'9.0'18.0' 18.0'9.0'18.0'9.0'18.0'9.0'18.0'9.0'18.0'9.0'18.0'9.0'51169789211210610.0'6.0' 5.0'268.5'261.3'103.7'59.2' 40.0'R30.0'13.0'32.5'60.0'2.0'R3 0 . 0 'R30.0'R3 0 . 0 ' R3 0 . 0 'R30.0'141.8'3.0'3.0' 6.0'6.0'DUMPSTER24.0'25.0'85.0'2' OVERHANG2' OVERHANG 4.6' 5.0'9.4'134.9' TRANSITION50.0' STORAGE6' MASONRYSCREENING WALLSIX (6) FOOT CLAY FIRED BRICKOR STONE SCREENING WALL TOMATCH BUILDING FACADE10' HIKE ANDBIKE TRAILREMOTE FDCFIREHYDRANTFIRE HYDRANTFIRE HYDRANT10' WATEREASEMENT10' WATER EASEMENT15' WATEREASEMENT10' WATEREASEMENT10' WATEREASEMENT10' WATEREASEMENTFIRE ACCESS ANDUTILITY EASEMENTFIRE ACCESS ANDUTILITY EASEMENT1" IRRIGATIONMETER2" DOMESTICMETERSCREENED WITH MASONRYWALL TO MATCH BUILDING145.6'15' DRAINAGEEASEMENTR54.0'R30.0'R30.0'REVISIONS TOWN OF PROSPER, TEXAS THE OFFICES AT LEGACYOF No.Date App.SHEET NO.K:\16258\16258-0002-00 Prosper Medical Office Building\2 Design Phase\CAD\Plans\Site\FSP for PROSPER MOB.dwg AWS3: September 06, 2019© 2019 Jones | Carter JOB NO.: SCALE:DESIGNED BY.:AWS CHECKED BY:SCG Texas Board of Professional Engineers Registration No. F-439 ABCDEF1234 SHAWN C. GRAHAM111432AUGUST 2019INTERIM REVIEWNot intended for construction,bidding or permit purposes.P.E. Serial No.:Date:Engineer:DATE: DRAWN BY:CAD 6509 Windcrest Drive, Suite 600  Plano, Texas 75024  972.488.3880 AS SHOWN 16258-0002-00 SITE PLANSITE PLANPROSPER CENTERBLOCK A, LOT 9CASE # - D19-00832.01 ACRESL. NETHERLY SURVEY, ABSTRACT NO. 962TOWN OF PROSPER, DENTON COUNTY, TEXASPREPARATION DATE: AUGUST 19, 2019ENGINEER/ APPLICANTJONES & CARTER6509 WINDCREST DRIVE, SUITE 600PLANO, TX 75024TEL: (972) 488-3880FAX: (972) 488-3882CONTACT: SHAWN GRAHAM, PEDEVELOPERMCRIGHT-SMITH5000 LEGACY DRIVE, SUITE 460PLANO, TX 75024TEL: (972) 608-8988FAX: (972) 403-9292CONTACT: CHRIS MONTASSERARCHITECTHEIGHTS VENTURE5741 LEGACY DRIVE, SUITE 320PLANO, TX 75024TEL: (972) 490-7292CONTACT: ROBERT R. HOLTON, AIAFINAL SITE PLAN NOTES:A) No trees are located on the site. Therefore, no tree survey has been provided.B) All distances are measured to face of curb unless otherwise noted.C) Any revision to this plan will require Town approval and will require revisions to any corresponding plans toavoid conflicts between plans.1) Dumpsters and trash compactors shall be screened in accordance with the Zoning Ordinance.2) Open storage, where permitted, shall be screened in accordance with the Zoning Ordinance.3) Outdoor lighting shall comply with the lighting and glare standards contained within the Zoning Ordinanceand Subdivision Ordinance.4) Landscaping shall conform to landscape plans approved by the Town.5) All elevations shall comply with the standards contained within the Zoning Ordinance.6) Buildings of 5,000 square feet or greater shall be 100% fire sprinkled. Alternative fire protection measuresmay be approved by the Fire Department.7) Fire lanes shall be designed and constructed per Town Standards or as directed by the Fire Department.8) Two points of access shall be maintained for the property at all times.9) Speed bumps/humps are not permitted within a fire lane.10) 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.11) All signage is subject to Building Official approval.12) All fences and retaining walls shall be shown on the Site Plan and are subject to Building Official approval.13) All exterior building materials are subject to Building Official approval and shall conform to the approvedfaçade plan.14) Sidewalks of not less than six (6) feet in width along thoroughfares and collectors and five (5) feet in widthalong residential streets, and barrier free ramps at all curb crossings shall be provided per Town Standards.15) Approval of the Site Plan is not final until all engineering plans are approved by the EngineeringDepartment.16) Site Plan approval is required prior to grading release.17) All new electrical lines shall be installed and/or relocated underground.18) All mechanical equipment shall be screened from public view in accordance with the Zoning Ordinance.19) All landscape easements must be exclusive of any other type of easement.20) Impact fees will be assessed in accordance with the land use classification(s) identified on the Site DataSummary Table; however, changes to the proposed land use at the time of CO and/or finish-out permit mayresult in additional impact fees and/or parking requirements.21) The approval of a site plan shall be effective for a period of eighteen (18) months from the date that thesite plan is approved by the Planning & Zoning Commission, at the end of which time the applicant must havesubmitted and received approval of engineering plans and building permits. If the engineering plans andbuilding permits are not approved, the site plan approval, together with any preliminary site plan for theproperty is null and void.1" = 2000'PROJECTLOCATIONLOCATION MAPFIRE HYDRANT W/ GATE VALVEWASTEWATER W/ CLEANOUTGROUND CONTOURWATERLINE W/ GATE VALVEWASTEWATER W/ MANHOLESTORM SEWER W/ MANHOLESTORM SEWER W/ CURB INLETOVERHEAD ELECTRIC W/POWER POLEWATERLINE W/ METERGAS LINEEXISTING LEGENDRECLAIMED WATERLINE W/ GATE VALVEPROPERTY LINEPROPOSED LEGENDFIRE ACCESS AND UTILITY EASEMENTOWNER - PSP TRACT 1ORL III, INC.6428 WAGGONER DRIVEDALLAS, TX 75230TEL: (972) 832-7991CONTACT: CHAD MCDUFFIE100-YR FLOODACCORDING TO MAP NO. #48121C0430G OF THE FEDERAL EMERGENCYMANAGEMENT AGENCY'S FLOOD INSURANCE RATE MAPS FOR DENTONCOUNTY, TEXAS AND INCORPORATED AREAS, DATED APRIL 18, 2011, THESUBJECT TRACT IS SITUATED WITHIN: ZONE X DEFINED AS AREASDETERMINED TO BE OUTSIDE THE 0.2% ANNUAL CHANCE FLOODPLAINAND ZONE A DEFINED AS SPECIAL FLOOD HAZARD AREAS SUBJECT TOFLOODING BY THE 1% ANNUAL CHANCE FLOOD.BENCHMARK NO. 1BOX CUT ON NORTH BACK OF CURB AT END OF FISHTRAP ROAD,APPROXIMATELY 145 FEET EAST OF THE INTERSECTION OF HUDSON LANE.ELEVATION = 595.40BENCHMARK NO. 2BOX CUT ON NORTH RIM OF SANITARY SEWER MANHOLE APPROXIMATELY1515 FEET SOUTH OF FISHTRAP ROAD AND 170 FEET EAST OF THECENTERLINE OF HUDSON LANE.ELEVATION = 594.97FIRE HYDRANT W/ GATE VALVE522Page 300Item 17. Page 301 Item 17. Page 302 Item 17. ALL OF LOT 2, PART OF LOT 1,BLOCK 13BRYANT'S ADDITIONVOL. 116, PG. 162D.R.C.C.T.MCGEE FAMILY PARTNERS LTD2017072700099356000330Vol 92, Page 14921DELBERT W NEIGHBORS &NANCY ANN FLOYD &Instr# 20180307000283240Instr# 20170926001288090SITE PLAN Vicinity MapNTSS Colemen Street E Third StreetE Broadway StreetTown of Prosper, Texas Lot 1a & 2, Block 13 Bryants First Addition 102 E Third Street THIS DOCUMENT ISRELEASED FOR THEPURPOSE OF INTERIMREVIEW UNDER THEAUTHORITY OFDAVID A. JONES,P.E. NO. 98279 ON 08/29/19. IT ISNOT TO BE USED FORCONSTRUCTION, BIDDING,OR PERMIT PURPOSES.JP Engineering 700 Central Expressway S. Suite 400 - Allen, Texas 75013 972-467-7505 Texas P.E. Firm Number 14021E Second StreetPage 303Item 17. Page 1 of 2 To: Mayor and Town Council From: Alex Glushko, AICP, Planning Manager Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Presentation of service plan and first Public Hearing to consider the voluntary annexation of 6.8± acres, generally located 1,000± feet south of First Street, 4,000± feet west of Custer Road. (A19-0001). Description of Agenda Item: In 2014, the Town extended the five-year Annexation Agreement with the property owner, who at that time, was Glen Miller. In October 2018, the property was sold to Prosper ISD. In August, Prosper ISD submitted a petition to have the property voluntarily annexed by the Town, indicating an intent to develop the subject property as a high school. This is the first of two (2) required Public Hearings; the second Public Hearing is scheduled for October 8, 2019. Following that Public Hearing, the Town Council will consider an ordinance completing the annexation process. Legal Obligations and Review: The notice for the first Public Hearing has been published in the newspaper and placed on the Town’s website per state law and the annexation schedule. Attached Documents: 1. Location Map 2. Annexation Exhibit 3. Annexation Service Plan Prosper is a place where everyone matters. PLANNING Page 304 Item 18. Page 2 of 2 Town Staff Recommendation: Town staff recommends the Town Council hold the first Public Hearing to consider the voluntary annexation of 6.8± acres, generally located 1,000± feet south of First Street, 4,000± feet west of Custer Road, and receive comments from the public. Proposed Motion: Once the public hearing has been held, no further action is required for this item. Page 305 Item 18. A19 -00 01 FIRST ST CUSTER RDCOUNTY ROAD 933 SPICEWOOD DR GENTRY DRTETON PL C OLU M BIA CTDOGWOOD D R C H I M N E Y R O C K D R SHARED DRIVEWAY WHITLEY PLACE DRBEECHWOOD DR GLACIER POINT CT GRANITE SHOAL DRBOOKER CTKEBLER DRBURNET CT±0 750 1,500375FeetPage 306 Item 18. Drawing: L:\Projects\HUC 19068 Prosper High School No 3\Acad\Deliverables\Seperate_Instrument_Exhibits\Annexation Exhibit\2019 08 02 HUC 19068 PISD HS3 6.79AC Annexation Exhibit.dwg at Aug 02, 2019-3:44pm by jmaddoxEXHIBIT "A" ANNEXATION EXHIBIT 295,789 SQUARE FEET, OR 6.790 ACRES Being a 6.790 acre tract of land situated in the Jeremiah Horn Survey, Abstract Number 411, Collin County, Texas same being all of a tract of land to Prosper Independent School District as recorded in Instrument number 20181023001321280 of the Official Public Records of Collin County, Texas, and being more particularly described by metes and bounds as follows; Beginning at a 1/2 inch iron rod found for the northwest corner of said 6.790 acre tract said point also being an easterly inner ell corner of a 73.015 acre tract of land to Prosper Independent School District as recorded in Instrument number 20181023001321670 of the Official Public Records of Collin County, Texas; THENCE South 72 degrees 44 minutes 33 seconds East along the north line of said 6.790 acre tract same being the easterly line of said 73.015 acre Prosper Independent School District tract, a distance of 182.34 feet to a 1/2 inch steel square tubing with cap stamped "BRENNAN 5560" found for corner at an angle point in same; THENCE North 89 degrees 48 minutes 59 seconds East continuing along the north line of said 6.790 acre tract same being the easterly line of said 73.015 acre Prosper Independent School District tract, a distance of 266.10 feet to a 5/8 inch iron rod with cap stamped "TNP" found for the northeast corner of said 6.790 acre tract; THENCE South 00 degrees 12 minutes 18 seconds East along the east line of said 6.790 acre tract with the remnants of an old Barbed Wire fence and Tree line, a distance of 664.29 feet to a 1/2 inch iron rod with cap stamped "R.P.L.S. 1674" found lying on the north line of a called 67.728 acre tract of land to 55 Prosper, L.P. by affidavit of Merger recorded in instrument Number 20120111000035080 of the Official Public Records of Collin County, Texas and previously known as 67 Prosper L.P. as recorded in Instrument Number 20060921001363990 of the Official Public Records of Collin County, Texas said point also being the southwest corner of a called 73.060 acre tract of land to 55 Prosper, L.P. by affidavit of Merger recorded in instrument Number 20120111000035080 of the Official Public Records of Collin County, Texas and previously known as 73 Prosper L.P. as recorded in Instrument Number 20051017001461230 of the Official Public Records of Collin County and the southeast corner of said 6.790 acre tract; THENCE South 89 degrees 33 minutes 38 seconds West along the north line of said 67.728 acre tract and the south line of said 6.790 acre tract, a distance of 435.30 feet to a 1/2 inch iron rod found for the southwest corner of said 6.790 acre tract; THENCE North 00 degrees 34 minutes 54 seconds West along the west line of said 6.790 acre tract, a distance of 720.90 feet to the POINT OF BEGINNING containing 295,789 square feet, or 6.790 acres of land. SURVEYOR'S CERTIFICATE I, Brian J. Maddox II, a Registered Professional Land Surveyor in the State of Texas, do hereby certify that I have prepared this map from an actual on the ground survey of the land, and the monuments shown thereon were found under my personal supervision in accordance with the Surveying Rules and Regulations of the State of Texas. ___________________________________________ Brian J. Maddox II Registered Professional Land Surveyor No. 6659 August 02, 2019 PAGE 1 OF 2 820 Watters Creek Boulevard, Suite M300 Allen, Texas 75013 214.461.9867 ph www.tnpinc.com T.B.P.L.S. Firm No. 10194381 teague nall & perkins ET XASPage 307 Item 18. LOT 1X, BLOCK A OPEN SPACEGRANITE SHOAL DRIVELOT 1X, BLOCK E OPEN SPACE EVE LONG CHOW VOLUME 4653, PAGE 3029 D.R.C.C.T. LOT 1, BLOCK A TOLLESON ADDITION INSTRUMENT NUMBER 20101028010002120 O.P.R.C.C.T. 55 PROSPER, L.P. INSTRUMENT NUMBER 20120111000035080 O.P.R.C.C.T. PREVIOUSLY KNOWN AS 162 PROSPER L.P. TRACT 2 CALLED 8.815 AC INSTRUMENT NUMBER 20090508000557170 O.P.R.C.C.T. 55 PROSPER, L.P. INSTRUMENT NUMBER 20120111000035080 O.P.R.C.C.T. PREVIOUSLY KNOWN AS 67 PROSPER L.P. CALLED 67.728 AC INSTRUMENT NUMBER 20060921001363990 O.P.R.C.C.T. 55 PROSPER, L.P. INSTRUMENT NUMBER 20120111000035080 O.P.R.C.C.T. PREVIOUSLY KNOWN AS 73 PROSPER L.P. CALLED 73.060 AC INSTRUMENT NUMBER 20051017001461230 O.P.R.C.C.T.NOLA GERTRUDE NELSONVOLUME 1470, PAGE 174D.R.C.C.T.DAN TOLLESONINSTRUMENT NUMBER20160628000813120O.P.R.C.C.T.TRACT 1PROSPER KENNELS, LLC.INSTRUMENT NUMBER20131120001560850O.P.R.C.C.T.TRACT 2PROSPER KENNELS, LLC.INSTRUMENT NUMBER20131120001560850O.P.R.C.C.T.50' BI- S T O N E F U E L C O. E A S E M E N T VOL U M E 6 0 8, P A G E 8 9 D.R. C. C. T. 50' BI- S T O N E F U E L C O. E A S E M E N T VOL U M E 6 0 8, P A G E 8 8 D.R. C. C. T. 50' BI- S T O N E F U E L C O . E A S E M E N T CITY OF IRVING 75' PIPELINE EASEMENT VOLUME 4869, PAGE 3897 D.R.C.C.T. TOWN OF PROSPER WATER EASEMENT #5 INSTRUMENT NUMBER 20140307000214920 O.P.R.C.C.T. ACCESS EASEMENT VOLUME 4529, PAGE 1911 D.R.C.C.T. COUNTY ROAD NO. 79 (FIRST STREET) LARKIN McCARTY SURVEY ABSTRACT NO. 600 JEREMIAH HORN SURVEY ABSTRACT NO. 411 APPROXIMATE LOCATION OF SURVEY LINE JEREMIAH HORN SURVEY ABSTRACT NO. 411APPROXIMATE LOCATION OF SURVEY LINEJAMES STONE SURVEY ABSTRACT NO. 847LARKIN McCARTY SURVEY ABSTRACT NO. 600SPENCER GRAHAM SURVEY ABSTRACT NO. 359PROSPER INDEPENDENT SCHOOL DISTRICT TRACT 1 CALLED 73.015 AC INSTRUMENT NUMBER 20181023001321670 O.P.R.C.C.T. PROSPER INDEPENDENT SCHOOL DISTRICT CALLED 6.790 AC INSTRUMENT NUMBER 20181023001321280 O.P.R.C.C.T. POINT OF BEGINNING S 72 ° 4 4 ' 3 3 " E 182. 3 4 ' N 89°48'59" E 266.10'S 00°12'18" E 664.29'S 89°33'38" W 435.30'N 00°34'54" W 720.90'1/2" IRF (C.M.) 1/2" SQUARE TUBING "BRENNAN 5560" 5/8" CIRF "TNP" 1/2" CIRF "R.P.L.S. 1674" 1/2" IRF (C.M.) 6.790 ACRES OR 295,789 SQUARE FEET TOWN OF PROSPER WATER EASEMENT #4 INSTRUMENT NUMBER 20140307000214920 O.P.R.C.C.T. LEGEND (C.M.) - CONTROL MONUMENT IRF - IRON ROD FOUND CIRF - CAPPED IRON ROD FOUND CIRS - CAPPED IRON ROD SET R.O.W.-RIGHT-OF-WAY OHE-OVERHEAD ELECTRIC D.R.C.C.T. - DEED RECORDS COLLIN COUNTY, TEXAS O.P.R.C.C.T. - OFFICIAL PUBLIC RECORDS COLLIN COUNTY, TEXAS Bearings of lines shown hereon refer to Grid North of the Texas Coordinate System of 1983 (North Central Zone 4202) Geodetic Bearing Established by GPS Measurements taken on the ground and computed by Online Positioning User Service (OPUS) offered by the National Geodetic Survey. All coordinates and distances shown are surface utilizing a combined scale factor of 1.000152723. GENERAL NOTES: 1) The word "certify" or "certificate" as shown and used hereon means an expression of professional opinion regarding the facts of the survey and does not constitute a warranty or guarantee, expressed or implied. 2)Except as specifically stated or shown on this plat, this survey does not purport to reflect any of the following which may be applicable to the subject tract: easements; building setback lines; restrictive covenants; subdivision restrictions; zoning or other land-use regulations; Agreements; Lease Agreements; and ownership title evidence. 3) The survey abstract lines shown hereon are approximate and are not located on the ground. 4)No Improvements are shown. EXHIBIT A ANNEXATION EXHIBIT 6.790 ACRES OR 295,789 SQUARE FEET A TRACT OF LAND SITUATED IN THE JEREMIAH HORN SURVEY, ABSTRACT NUMBER 411, COLLIN COUNTY, TEXAS BEING ALL OF A 6.790 ACRE TRACT OF LAND TO PROSPER INDEPENDENT SCHOOL DISTRICT AS RECORDED IN INSTRUMENT NUMBER 20181023001321280 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS SURVEYOR TEAGUE NALL AND PERKINS, INC. 825 Watters Creek Boulevard, Suite M300 Allen, Texas 75013 214.461.9867 ph 214.461.9864 fx TBPLS Registration No. 10194381 www.tnpinc.com PROJECT INFORMATION Project No.: HUC 19068 Date:August 02, 2019 Drawn By: JM Scale:1"=100' Sheet 2 0f 2 GRAPHIC SCALE 1-INCH = 100 FEET 0 100 200 300 BASIS OF BEARINGS: DESCRIPTION OF PROPERTY SURVEYED Being a 6.790 acre tract of land situated in the Jeremiah Horn Survey, Abstract Number 411, Collin County, Texas same being all of a tract of land to Prosper Independent School District as recorded in Instrument number 20181023001321280 of the Official Public Records of Collin County, Texas, and being more particularly described by metes and bounds as follows; Beginning at a 1/2 inch iron rod found for the northwest corner of said 6.790 acre tract said point also being an easterly inner ell corner of a 73.015 acre tract of land to Prosper Independent School District as recorded in Instrument number 20181023001321670 of the Official Public Records of Collin County, Texas; THENCE South 72 degrees 44 minutes 33 seconds East along the north line of said 6.790 acre tract same being the easterly line of said 73.015 acre Prosper Independent School District tract, a distance of 182.34 feet to a 1/2 inch steel square tubing with cap stamped "BRENNAN 5560" found for corner at an angle point in same; THENCE North 89 degrees 48 minutes 59 seconds East continuing along the north line of said 6.790 acre tract same being the easterly line of said 73.015 acre Prosper Independent School District tract, a distance of 266.10 feet to a 5/8 inch iron rod with cap stamped "TNP" found for the northeast corner of said 6.790 acre tract; THENCE South 00 degrees 12 minutes 18 seconds East along the east line of said 6.790 acre tract with the remnants of an old Barbed Wire fence and Tree line, a distance of 664.29 feet to a 1/2 inch iron rod with cap stamped "R.P.L.S. 1674" found lying on the north line of a called 67.728 acre tract of land to 55 Prosper, L.P. by affidavit of Merger recorded in instrument Number 20120111000035080 of the Official Public Records of Collin County, Texas and previously known as 67 Prosper L.P. as recorded in Instrument Number 20060921001363990 of the Official Public Records of Collin County, Texas said point also being the southwest corner of a called 73.060 acre tract of land to 55 Prosper, L.P. by affidavit of Merger recorded in instrument Number 20120111000035080 of the Official Public Records of Collin County, Texas and previously known as 73 Prosper L.P. as recorded in Instrument Number 20051017001461230 of the Official Public Records of Collin County and the southeast corner of said 6.790 acre tract; THENCE South 89 degrees 33 minutes 38 seconds West along the north line of said 67.728 acre tract and the south line of said 6.790 acre tract, a distance of 435.30 feet to a 1/2 inch iron rod found for the southwest corner of said 6.790 acre tract; THENCE North 00 degrees 34 minutes 54 seconds West along the west line of said 6.790 acre tract, a distance of 720.90 feet to the POINT OF BEGINNING containing 295,789 square feet, or 6.790 acres of land. SURVEYOR'S CERTIFICATE I, Brian J. Maddox II, a Registered Professional Land Surveyor in the State of Texas, do hereby certify that I have prepared this map from an actual on the ground survey of the land, and the monuments shown thereon were found under my personal supervision in accordance with the Surveying Rules and Regulations of the State of Texas. ___________________________________________ Brian J. Maddox II Registered Professional Land Surveyor No. 6659 August 02, 2019 VICINITY MAP NOT TO SCALE ET XASOWNER PROSPER INDEPENDENT SCHOOL DISTRICT 605 East 7th Street Prosper, Texas 75078 Contact: Dr. Drew Watkins ph 469.219.2000 E. 1ST STREET E. 1ST STREETGRANITESHOAL N. CUSTER ROADSITE W. UNIVERSITY DRIVE (US 380) Page 308 Item 18. Page 1 of 2 SERVICE PLAN FOR ANNEXED AREA ANNEXATI ON ORDINANCE NO. _________ DATE OF ANNEXATION ORDINANCE: October 8, 2019. Municipal Services to the area of land depicted in Exhibit A shall be furnished by or on behalf of the Town of Prosper, Texas ("Town") at the following levels and in accordance with the following schedule: A. POLICE PROTECTION: Police personnel and equipment from the Prosper Police Department shall be provided to the area annexed, at a level consistent with current methods and procedures presently provided to similar areas of the Town, on the effective date of this Ordinance. B. FIRE PROTECTION / EMERGENCY MEDICAL SERVICES: Fire protection and Emergency Medical Services (EMS) from the Town shall be provided to the area annexed, at a level consistent with current methods and procedures presently provided to similar areas of the Town, on the effective date of this Ordinance. C. FIRE PREVENTION / INVESTIGATION: The services of the Town of Prosper Fire Department shall be provided to the area on the effective date of this Ordinance. The non-emergency services of fire prevention and fire investigation will be added to the list of services provided by the Prosper Fire Department. D. SOLID WASTE COLLECTION: Solid waste collection shall be provided to the area annexed upon request on the effective date of this Ordinance up to the second anniversary of the annexation. After that time, residents will be required to use the Town’s solid waste collection company. The collection of refuse from individual properties shall be made in accordance with the Town’s usual solid waste collection scheduling. E. WATER SERVICE: 1. This area is currently serviced by the Town’s water distribution system. Future expansion and extensions of the Town’s Water Distribution System will provide better flow rates and line pressures, and is in accordance with applicable Town codes and policies. 2. Maintenance of private lines will be the responsibility of the owner or occupant. F. SANITARY SEWER SERVICE: 1. The annexed area will be provided sanitary sewer service in accordance with applicable codes and departmental policy. When development occurs in adjacent areas, sanitary sewer service shall be provided in accordance with applicable Town codes and policies, including extensions of service. Page 309 Item 18. Page 2 of 2 2. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. G. ROADS AND STREETS / STREET LIGHTING: 1. Operation and maintenance of private streets in the annexed area will be the responsibility of the owner. 2. Operation and maintenance of public streets in the annexed area will be provided by the Town on the effective date of this Ordinance. 3. The Town will coordinate any request for improved street lighting with the local electric provider in accordance with Town policy. H. PARKS AND RECREATION: Residents within the area annexed may utilize all existing Town park and recreation facilities, on the effective date of this Ordinance. Fees for such usage shall be in accordance with current fees established by Town ordinance. I. ENVIRONMENTAL HEALTH AND CODE ENFORCEMENT SERVICES: 1. Enforcement of current environmental health ordinances and regulations, including, but not limited to, weed and brush ordinances, junked and abandoned vehicles ordinances and animal control ordinances, shall begin within this area on the effective date of the annexation. 2. Inspection services, including, but not limited to, the review of building plans, the issuance of permits and the inspection of all buildings, plumbing, mechanical, and electrical work to ensure compliance with Town codes and ordinances will be provided on the effective date of the annexation. J. MISCELLANEOUS: Any publicly owned facility, building, or service located within the annexed area shall be maintained by the Town on the effective date of the annexation ordinance. All other applicable municipal services shall be provided to the annexation area in accordance with the Town’s established policies governing extension of municipal services to newly annexed areas. Page 310 Item 18. Page 1 of 3 To: Mayor and Town Council From: Alex Glushko, AICP, Planning Manager Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Conduct a Public Hearing, and consider and act upon a request to rezone 0.2± acres from Downtown Office (DTO) to Planned Development-Downtown Office (PD-DTO), located on the northeast corner of Church Street and Second Street, to allow for the development of an Assisted Living Facility. (Z19-0013). Description of Agenda Item: The zoning and land use of the surrounding properties are as follows: Zoning Current Land Use Future Land Use Plan Subject Property Downtown Office Single Family Residence Old Town-Office North Downtown Office and Specific Use Permit-3 Prosper United Methodist Church Old Town-Office East Single Family-15 Single Family Residence Old Town-Office South Downtown Office Town Park and Recreation Center Old Town-Office West Single Family-15 Single Family Residence Old Town-Single Family Requested Zoning – The purpose of this request is to rezone 0.2± acres to allow for development of an assisted living facility. The project consists of a proposed one-story, 5,467 Prosper is a place where everyone matters. PLANNING Page 311 Item 19. Page 2 of 3 square-foot building, containing fourteen (14) beds. There will be a maximum of three (3) employees. The applicant is proposing to construct a total of ten (10) parking spaces; four (4) which will be located on-site and six (6) which will be located on-street and available to the public, as well as assisted living clientele. The parking has been designed to meet the Town standards, and will allow for a shared driveway off of Second Street when the property adjacent to the east redevelops as Downtown Office in the future. As outlined in Exhibit C, the applicant is proposing modifications to the base Downtown Office (DTO) district, as outlined below:  Setbacks – The Zoning Ordinance requires a twenty-five-foot (25’) front yard building setback along Church Street and a fifteen-foot (15’) side yard at corner along Second Street. As shown on Exhibit D, the applicant is proposing a five-foot (5’) front yard setback along Church Street and a ten-foot (10’) side yard at corner along Second Street. The Zoning Ordinance also requires a fifteen-foot (15’) landscape setback along Church Street and Second Street. The applicant is proposing a five-foot (5’) landscape setback along Church Street and a ten-foot (10’) landscape setback along Second Street. The applicant has requested the reduction to building and landscape setbacks in order to accommodate the size of the facility, in addition to providing off-street parking. The reduction to the setbacks along Church Street allows for the parking to be located in the rear (east side) of the property, and creates a more appropriate downtown streetscape along Church Street.  Landscaping – The Zoning Ordinance requires perimeter landscaping in the Downtown Office (DTO) District, which consists of a combination of small and large trees. As shown on Exhibit G, the applicant is proposing a modification to the landscape requirements by allowing for a relocation of the trees and a reallocation of tree types. Specifically, the applicant is proposing to relocate the majority of the required trees along the adjacent streets, as opposed to along the rear and side yards. The applicant is also proposing to modify the requirement for small and large trees by providing four (4) additional small trees and allowing for two (2) fewer large trees than required by ordinance. It should be noted that the Fire Department requires a clearance zone of ten feet (10’) surrounding buildings for emergency access. In this instance, given the size and configuration of the building, the clearance zone prohibits landscaping on the north side of the building. As shown on Exhibit F, the proposed building will be constructed primarily of cementitious fiber board and stone, as is permitted in the Zoning Ordinance in the Downtown Office (DTO) District. In response to House Bill 2439, which went into effect on September 1, 2019, and does not allow municipalities to regulate permitted masonry materials with zoning, and in conjunction with a Development Agreement related to right-of-way and easement dedication, the applicant is proposing to construct the proposed building in accordance with Exhibit F. Future Land Use Plan – The Future Land Use Plan recommends Old Town – Office. The proposed zoning request conforms to the Future Land Use Plan. Thoroughfare Plan – The property does not have direct access to any roads identified on the Thoroughfare Plan. Parks Master Plan – The Parks Master Plan does not indicate a park or hike and bike trail is needed on the subject property. Legal Obligations and Review: Page 312 Item 19. Page 3 of 3 Notification was provided to neighboring property owners, as required by state law. Town staff has received one (1) Public Hearing Notice Reply Form; not in opposition to the request. Attached Documents: 1. Location and Zoning Maps 2. Proposed Exhibits A, B, C, D, E, F, and G 3. Public Hearing Notice Reply Form Planning & Zoning Commission Recommendation: At their September 3, 2019 meeting, the Planning & Zoning Commission recommended the Town Council approve the request, by a vote of 6-0. Town Staff Recommendation: Staff recommends the Town Council approve the request, subject to: 1. Approval of a Development Agreement by Town Council, including building elevations consistent with proposed Exhibit F. Proposed Motion: I move to approve the request to rezone 0.2± acres from Downtown Office (DTO) to Planned Development-Downtown Office (PD-DTO), located on the northeast corner of Church Street and Second Street, subject to: 1. Approval of a Development Agreement by Town Council, including building elevations consistent with proposed Exhibit F. Page 313 Item 19. FIRST ST THIRD ST SECOND STCHURCH STPARVIN STFIELD ST±0 100 20050Feet Z19-0013 Page 314 Item 19. S-3 PD-8 1 SF-15 SF-15 DTO DTO DTO DTO DTO DTSF DTSF FIRST ST THIRD ST SECOND STCHURCH STPARVIN STFIELD ST±0 100 20050Feet Z19-0013 Page 315 Item 19. EX-A DRAWN BY: JOB: SHEET DATE:Aug. 29, 2019 RADChurch Street Assisted Living209 Church StreetProsper, TexasZ19-0013 Abstract Info:Bryant Addition- BLlock 9, Lot 22 Abstract No.A-0213196295 Lot Size .241 Acres Date:August 1, 2019 Owner:Buddy Wilson 214-876-7224 Application:Trinity Group International 972-294-4944 Surveyor:Arthur Land Surveying 220 Elm St. #220 Little Elm, TX 972-221-9439 Page 316 Item 19. Trinity Group International 20157 Fiddlers Green Rd. Frisco, Texas 75036 Z19-0013 EXHIBIT B STATEMENT OF INTENT AND PURPOSE New construction is intended to be of a high quality and above average aesthetic curb appeal with premium finishes and products, a luxury boutique lifestyle Senior Assisted Living building compatible with current downtown/district zoning and surrounding uses. The project will serve as a live-in facility to serve and enhance the quality of life for Prosper residents and other persons in/or relocating to the Dallas- Fort Worth Metroplex allowing residents to age in place, keeping them close to the families and town they love. This is a private pay, luxury full-service facility, and will be unique in the prosper market segment and immediate surrounding areas, filling a need not currently met but in demand. Page 317 Item 19. Z19-0013 EXHIBIT “C” DEVELOPMENT STANDARDS Conformance with the Town’s Zoning Ordinance and Subdivision Ordinance: Except as otherwise set forth in these Development Standards, the regulations of the Town’s Zoning Ordinance (Ordinance No. 05-20), as it exists or may be amended, and the Subdivision Ordinance, as it exists or may be amended, shall apply. 1. Except as noted below, the Tract shall continue to be used in accordance with the Downtown Office (DTO) District, as it exists or may be amended. 2. Development Plans A. Conceptual Site Plan: The tract shall continue to be used in general accordance with the attached concept plan, set forth in Exhibit D. B. Building Elevations: The tract shall continue to be used in general accordance with the attached façade plans, set forth in Exhibit F. C. Landscape Plan: The tract shall continue to be used in general accordance with the attached landscape plan, set forth in Exhibit G. 3. Uses. Uses shall be permitted in accordance with the Downtown Office (DTO) District with the exception of the following: A. Assisted Care or Living Facility shall be permitted on the subject property. 4. Regulations: A. Size of Yards: 1. Minimum Front Yard – Five (5) feet. 2. Minimum Side Yard – Five (5) feet; ten (10) feet on corner adjacent to side street. B. Landscape Setbacks: 1. Minimum Front Yard – Five (5) feet. 2. Minimum Side Yard – Five (5) feet; ten (10) feet on corner adjacent to side street. 5. Landscaping: Required perimeter landscaping shall be permitted to be located, either within the required landscape setbacks, or otherwise on the subject property where no other conflict exists. Page 318 Item 19. EX-D DRAWN BY: JOB: SHEET DATE:Aug. 29, 2019 RADChurch Street Assisted Living209 Church StreetProsper, TexasZ19-0013 Abstract Info:Bryant Addition- BLlock 9, Lot 22 Abstract No.A-0213196295 Lot Size .241 Acres Date:August 1, 2019 Owner:Buddy Wilson 214-876-7224 Application:Trinity Group International 972-294-4944 Surveyor:Arthur Land Surveying 220 Elm St. #220 Little Elm, TX 972-221-9439 Page 319 Item 19. Trinity Group International 20157 Fiddlers Green Rd. Frisco, Texas 75036 Z19-0013 EXHIBIT E DEVELOPMENT SCHEDULE It is anticipated that construction of the 209 Church St. Luxury Senior Assisted Living building will begin Fall/Winter 2019, pending zoning, permitting and approval. Construction timeline will be approximately 8 months, with a construction schedule of 6 months from set of foundation. All construction related activities will occur onsite with professional and experienced daily onsite supervision and project management. Page 320 Item 19. EX-F DRAWN BY: JOB: SHEET DATE:Aug. 29, 2019 RADChurch Street Assisted Living209 Church StreetProsper, TexasZ19-0013 Abstract Info:Bryant Addition- BLlock 9, Lot 22 Abstract No.A-0213196295 Lot Size .241 Acres Date:August 1, 2019 Owner:Buddy Wilson 214-876-7224 Application:Trinity Group International 972-294-4944 Surveyor:Arthur Land Surveying 220 Elm St. #220 Little Elm, TX 972-221-9439 Page 321 Item 19. EX-G DRAWN BY: JOB: SHEET DATE:Aug. 29, 2019 RADChurch Street Assisted Living209 Church StreetProsper, TexasZ19-0013 Abstract Info:Bryant Addition- BLlock 9, Lot 22 Abstract No.A-0213196295 Lot Size .241 Acres Date:August 1, 2019 Owner:Buddy Wilson 214-876-7224 Application:Trinity Group International 972-294-4944 Surveyor:Arthur Land Surveying 220 Elm St. #220 Little Elm, TX 972-221-9439 Page 322 Item 19. Page 323 Item 19. Page 1 of 1 To: Mayor and Town Council From: Stuart Blasingame, Fire Chief Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Consider and act upon a resolution of the Town Council of the Town of Prosper, Texas, accepting grant award from the U.S. Department of Homeland Security for funding under the 2018 staffing for adequate fire and emergency response (SAFER) grant program to create six (6) new, paid, full time, firefighter positions FY20-FY22 Description of Agenda Item: FY18 FEMA SAFER grant provided funding for 6 new firefighters FY20-22 which will provide funding directly to our fire department to increase the number of firefighters. Performance period will be 36 months and start October 12, 2019 with quarterly reporting required. Reimbursement will be made after the quarterly reporting is approved by FEMA. The following chart represents federal-local cost sharing per year. Fiscal year 2020 Fiscal year 2021 Fiscal year 2022 Totals: FY20-FY22 Federal Share-75% Federal Share-75% Federal Share-35% Federal $372,672.00 $372,672.00 $173,913.60 $919,257.60 Local Share Local Share Local Share Local $124,224.00 $124,224.00 $322,982.40 $571,430.04 Attached Documents: 1. FEMA Award Letter 2. Resolution Town Staff Recommendation: Town staff recommends that the Town Council accept the FEMA SAFER grant award for Fiscal Year 2020-2022. Proposed Motion: I move to accept the FEMA SAFER grant award for FY 2020-2022. Prosper is a place where everyone matters. FIRE Page 324 Item 20. TOWN OF PROSPER, TEXAS RESOLUTION NO. 19-__ A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ACCEPTING GRANT FUNDS FROM THE U.S. DEPARTMENT OF HOMELAND SECURITY FOR GRANT FUNDING UNDER THE 2016 STAFFING FOR ADEQUATE FIRE AND EMERGENCY RESPONSE (SAFER) GRANT PROGRAM TO CREATE SIX (6) NEW, PAID, FULL TIME, FIREFIGHTER POSITIONS; MAKING FINDINGS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Prosper Fire Department has requested to create six (6) full-time staffed firefighter positions to provide greater services to the residents of the Town of Prosper; and WHEREAS, as a consequence, the Town applied for grant funding under the SAFER (Staffing for Adequate Fire and Emergency Response) Grant Program of the U.S. Department of Homeland Security; and WHEREAS, on September 13, 2019, the Town was notified that it has received its requested SAFER grant funding from the U.S. Department of Homeland Security; and WHEREAS, the Town Council wishes to authorize the Town Manager to accept such grant funding and to execute all necessary documentation related to the SAFER grant funding; and WHEREAS, the Town Council further has determined that this is in the best interests of the Town and its residents. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 All of the above premises are found to be true and correct legislative determinations of the Town of Prosper, Texas, and are hereby approved and incorporated into the body of this Resolution as if copied in their entirety. SECTION 2 The Town Manager of the Town of Prosper, Texas, is hereby authorized to accept and execute any and all necessary documentation associated with SAFER grant funding from the U.S. Department of Homeland Security, and to take all necessary actions related thereto. SECTION 3 This Resolution shall take effect immediately upon its passage. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS THE 24TH DAY OF SEPTEMBER, 2019. ___________________________________ Ray Smith, Mayor Page 325 Item 20. ATTEST: ___________________________ Robyn Battle, Town Secretary APPROVED AS TO FORM AND LEGALITY: ___________________________ Terrence S. Welch, Town Attorney Page 326 Item 20. Award Letter U.S. Department of Homeland Security Washington, D.C. 20472 Kent Bauer Prosper, Town of PO Box 307 Prosper, TX 75078 EMW-2018-FH-00394 Dear Kent Bauer, Congratulations on behalf of the Department of Homeland Security. Your application submitted for the Fiscal Year (FY) 2018 Staffing for Adequate Fire and Emergency Response (SAFER) Grant funding opportunity has been approved in the amount of $919,257.60 in Federal funding. Before you request and receive any of the Federal funds awarded to you, you must establish acceptance of the award through the FEMA Grants Outcomes (FEMA GO) system. By accepting this award, you acknowledge that the terms of the following documents are incorporated into the terms of your award: Summary Award Memo - included in this document Agreement Articles - included in this document Obligating Document - included in this document 2018 SAFER Notice of Funding Opportunity (NOFO) - incorporated by reference Please make sure you read, understand, and maintain a copy of these documents in your official file for this award. Sincerely, Bridget Bean Acting Assistant Administrator Grant Programs Directorate Page 327 Item 20. Summary Award Memo Program: Fiscal Year 2018 Staffing for Adequate Fire and Emergency Response Recipient: Prosper, Town of DUNS number: 051326353 Award number: EMW-2018-FH-00394 Summary description of award The purpose of the SAFER Grant Program is to provide funding directly to fire departments and volunteer firefighter interest organizations to assist in increasing the number of firefighters to help communities meet industry minimum standards and attain 24-hour staffing to provide adequate protection from fire and fire-related hazards, and to fulfill traditional missions of fire departments. After careful consideration, FEMA has determined that the recipient's project or projects submitted as part of the recipient's application and detailed in the project narrative as well as the request details section of the application ― including budget information ― was consistent with the SAFER Grant Program’s purpose and was worthy of award. Except as otherwise approved as noted in this award, the information you provided in your application for FY2018 Staffing for Adequate Fire and Emergency Response (SAFER) funding is incorporated into the terms and conditions of this award. This includes any documents submitted as part of the application. Amount awarded The amount of the award is detailed in the attached Obligating Document for Award. The following is the approved budget for this award (including Federal share plus your cost share, if applicable) and summarizes the financial aspects of the grant: Page 328 Item 20. 2 C.F.R. § 200.308 identifies the limits to the changes that can be made and when prior approval is required from FEMA, but this provision does not apply to the breakdown by year. If you have questions about which changes require FEMA’s prior approval, please contact your Grants Management Specialist. Approved scope of work After review of your application, FEMA has approved the below scope of work. Justifications are provided for any differences between the scope of work in the original application and the approved scope of work under this award. You must submit scope or budget revision requests for FEMA`s prior approval, via an amendment request, as appropriate per 2 C.F.R. § 200.308 and the FY2018 SAFER NOFO. Approved request details: Hiring of Firefighters Object Class First Year Second Year Third Year Total Personnel $372,522.00 $372,522.00 $372,522.00 $1,117,566.00 Fringe benefits $124,374.00 $124,374.00 $124,374.00 $373,122.00 Travel $0.00 $0.00 $0.00 $0.00 Equipment $0.00 $0.00 $0.00 $0.00 Supplies $0.00 $0.00 $0.00 $0.00 Contractual $0.00 $0.00 $0.00 $0.00 Construction $0.00 $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 $0.00 Indirect charges $0.00 $0.00 $0.00 $0.00 Federal $372,672.00 $372,672.00 $173,913.60 $919,257.60 Non-federal $124,224.00 $124,224.00 $322,982.40 $571,430.40 Total $496,896.00 $496,896.00 $496,896.00 $1,490,688.00 Page 329 Item 20. Firefighter Position BENEFITS FUNDED The annual salary and benefits breakdown for first-year Prosper Fire Department Firefighters is as follows: Salary: $62,087 FICA ¿ SSA: $3,879 FICA ¿ MEDICARE: $907 TWC Tax (SUTA Expense): $162 Health Insurance: $6,024 Dental Insurance: $396 Life Insurance: $38 Accidental Death and Dismemberment Insurance: $9 Workers Comp: $130 Texas Municipal Retirement System (TMRS): $8,465 Long-Term Disability (LTD): $119 Wellness Benefit: $600 NUMBER OF FIREFIGHTERS 6 ANNUAL SALARY PRICE $62,087.00 ANNUAL BENEFITS $20,729.00 TOTAL PER FIREFIGHTER $82,816.00 3 YEAR TOTAL $1,490,688.00 Page 330 Item 20. Agreement Articles Program: Fiscal Year 2018 Staffing for Adequate Fire and Emergency Response Recipient: Prosper, Town of DUNS number: 051326353 Award number: EMW-2018-FH-00394 Table of contents Page 331 Item 20. Article 1 Assurances, Administrative Requirements, Cost Principles, Representations and Certifications Article 2 DHS Specific Acknowledgements and Assurances Article 3 Acknowledgement of Federal Funding from DHS Article 4 Activities Conducted Abroad Article 5 Age Discrimination Act of 1975 Article 6 Americans with Disabilities Act of 1990 Article 7 Best Practices for Collection and Use of Personally Identifiable Information (PII) Article 8 Civil Rights Act of 1964 – Title VI Article 9 Civil Rights Act of 1968 Article 10 Copyright Article 11 Debarment and Suspension Article 12 Drug-Free Workplace Regulations Article 13 Duplication of Benefits Article 14 Education Amendments of 1972 (Equal Opportunity in Education Act) – Title IX Article 15 Energy Policy and Conservation Act Article 16 False Claims Act and Program Fraud Civil Remedies Article 17 Federal Debt Status Article 18 Federal Leadership on Reducing Text Messaging while Driving Article 19 Fly America Act of 1974 Article 20 Hotel and Motel Fire Safety Act of 1990 Article 21 Limited English Proficiency (Civil Rights Act of 1964, Title VI) Article 22 Lobbying Prohibitions Article 23 National Environmental Policy Act Article 24 Nondiscrimination in Matters Pertaining to Faith-Based Organizations Page 332 Item 20. Article 25 Non-supplanting Requirement Article 26 Notice of Funding Opportunity Requirements Article 27 Patents and Intellectual Property Rights Article 28 Procurement of Recovered Materials Article 29 Rehabilitation Act of 1973 Article 30 Reporting of Matters Related to Recipient Integrity and Performance Article 31 Reporting Subawards and Executive Compensation Article 32 SAFECOM Article 33 Terrorist Financing Article 34 Trafficking Victims Protection Act of 2000 Article 35 Universal Identifier and System of Award Management (SAM) Article 36 USA Patriot Act of 2001 Article 37 Use of DHS Seal, Logo and Flags Article 38 Whistleblower Protection Act Article 39 Acceptance of Post Award Changes Article 40 Prior Approval for Modification of Approved Budget Article 41 Disposition of Equipment Acquired Under the Federal Award Article 42 Environmental Planning and Historic Preservation Page 333 Item 20. Article 1 Assurances, Administrative Requirements, Cost Principles, Representations and Certifications DHS financial assistance recipients must complete either the Office of Management and Budget(OMB) Standard Form 424B Assurances - Non- Construction Programs, or OMB Standard Form 424D Assurances -Construction Programs as applicable. Certain assurances in these documents may not be applicable to your program, and the DHS financial assistance office (DHS FAO) may require applicants to certify additional assurances. Applicants are required to fill out the assurances applicable to their program as instructed by the awarding agency. Please contact the DHS FAO if you have any questions. DHS financial assistance recipients are required to follow the applicable provisions of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards located at Title 2, Code of Federal Regulations(C.F.R) Part 200, and adopted by DHS at 2 C.F.R. Part 3002. Article 2 DHS Specific Acknowledgements and Assurances All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. 1. Recipients must cooperate with any compliance reviews or compliance investigations conducted by DHS. 2. Recipients must give DHS access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. 3. Recipients must submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports. 4. Recipients must comply with all other special reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. 5. Recipients of federal financial assistance from DHS must complete the DHS Civil Rights Evaluation Tool within thirty (30) days of receipt of the Notice of Award or, for State Administering Agencies, thirty (30) days from receipt of the DHS Civil Rights Evaluation Tool from DHS or its awarding component agency. Recipients are required to provide this information once every two (2) years, not every time an award is made. After the initial submission for the first award under which this term applies, recipients are only required to submit updates every two years, not every time a grant is awarded. Recipients should submit the completed tool, including supporting materials to CivilRightsEvaluation@hq.dhs.gov. This tool clarifies the civil rights obligations and related reporting requirements contained in the DHS Standard Terms and Conditions. Subrecipients are not required to complete and submit this tool to DHS. The evaluation tool can be found at https://www.dhs.gov/publication/dhs-civil-rights-evaluation-tool. . Article 3 Acknowledgement of Federal Funding from DHS Recipients must acknowledge their use of federal funding when issuing statements, press releases, requests for proposals, bid invitations, and other documents describing projects or programs funded in whole or in part with federal funds. Page 334 Item 20. Article 4 Activities Conducted Abroad Recipients must ensure that project activities carried on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained. Article 5 Age Discrimination Act of 1975 Recipients must comply with the requirements of the Age Discrimination Act of 1975, Pub. L. No. 94-135 (1975) (codified as amended at Title 42, U.S. Code, § 6101 et seq.), which prohibits discrimination on the basis of age in any program or activity receiving federal financial assistance. Article 6 Americans with Disabilities Act of 1990 Recipients must comply with the requirements of Titles I, II, and III of the Americans with Disabilities Act, Pub. L. No. 101-336 (1990) (codified as amended at 42 U.S.C. §§ 12101–12213), which prohibits recipients from discriminating on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities. Article 7 Best Practices for Collection and Use of Personally Identifiable Information (PII) Recipients who collect PII are required to have a publically-available privacy policy that describes standards on the usage and maintenance of PII they collect. DHS defines personally identifiable information (PII) as any information that permits the identity of an individual to be directly or indirectly inferred, including any information that is linked or linkable to that individual. Recipients may also find the DHS Privacy Impact Assessments: Privacy Guidance and Privacy template as useful resources respectively. Article 8 Civil Rights Act of 1964 – Title VI Recipients must comply with the requirements of Title VI of the Civil Rights Act of 1964 (codified as amended at 42 U.S.C. § 2000d et seq.), which provides that no person in the United States will, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. DHS implementing regulations for the Act are found at 6 C.F.R. Part 21 and 44 C.F.R. Part 7. Page 335 Item 20. Article 9 Civil Rights Act of 1968 Recipients must comply with Title VIII of the Civil Rights Act of 1968, Pub. L. No. 90-284, as amended through Pub. L. 113-4, which prohibits recipients from discriminating in the sale, rental, financing, and advertising of dwellings, or in the provision of services in connection therewith, on the basis of race, color, national origin, religion, disability, familial status, and sex (See 42 U.S.C. § 3601 et seq.), as implemented by the Department of Housing and Urban Development at 24 C.F.R. Part 100. The prohibition on disability discrimination includes the requirement that new multifamily housing with four or more dwelling units—i.e., the public and common use areas and individual apartment units (all units in buildings with elevators and ground-floor units in buildings without elevators)—be designed and constructed with certain accessible features. (See 24 C.F.R. Part 100, Subpart D) Article 10 Copyright Recipients must affix the applicable copyright notices of 17 U.S.C. §§ 401 or 402 and an acknowledgement of U.S. Government sponsorship (including the award number) to any work first produced under federal financial assistance awards. Article 11 Debarment and Suspension Recipients are subject to the non-procurement debarment and suspension regulations implementing Executive Orders (E.O.) 12549 and 12689, and 2 C.F.R. Part 180 as adopted by DHS at 2 C.F.R. Part 3000. These regulations restrict federal financial assistance awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities. Article 12 Drug-Free Workplace Regulations Recipients must comply with drug-free workplace requirements in Subpart B (or Subpart C, if the recipient is an individual) of 2 C.F.R. Part 3001, which adopts the Government-wide implementation (2 C.F.R. Part 182) of sec. 5152-5158 of the Drug-Free Workplace Act of 1988 (41 U.S.C. 8101). Article 13 Duplication of Benefits Any cost allocable to a particular federal financial assistance award provided for in 2 C.F.R. Part 200, Subpart E may not be charged to other federal financial assistance awards to overcome fund deficiencies, to avoid restrictions imposed by federal statutes, regulations, or federal financial assistance award terms and conditions, or for other reasons. However, these prohibitions would not preclude recipients from shifting costs that are allowable under two or more awards in accordance with existing federal statutes, regulations, or the federal financial assistance award terms and conditions. Page 336 Item 20. Article 14 Education Amendments of 1972 (Equal Opportunity in Education Act) – Title IX Recipients must comply with the requirements of Title IX of the Education Amendments of 1972 Pub. L. No. 92-318 (1972) (codified as amended at 20 U.S.C. § 1681 et seq.), which provide that no person in the United States will, on the basis of sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any educational program or activity receiving federal financial assistance. DHS implementing regulations are codified at 6 C.F.R. Part 17 and 44 C.F.R. Part 19. Article 15 Energy Policy and Conservation Act Recipients must comply with the requirements of The Energy Policy and Conservation Act Pub. L. No. 94- 163 (1975) (codified as amended at 42 U.S.C. § 6201 et seq.), which contain policies relating to energy efficiency that are defined in the state energy conservation plan issued in compliance with this Act. Article 16 False Claims Act and Program Fraud Civil Remedies Recipients must comply with the requirements of The False Claims Act, 31 U.S.C. § 3729-3733, which prohibits the submission of false or fraudulent claims for payment to the federal government. (See 31 U.S.C. § 3801-3812 which details the administrative remedies for false claims and statements made. Article 17 Federal Debt Status All recipients are required to be non-delinquent in their repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. (See OMB Circular A-129.) Article 18 Federal Leadership on Reducing Text Messaging while Driving Recipients are encouraged to adopt and enforce policies that ban text messaging while driving as described in E.O. 13513, including conducting initiatives described in Section 3(a) of the Order when on official government business or when performing any work for or on behalf of the federal government. Article 19 Fly America Act of 1974 Recipients must comply with Preference for U.S. Flag Air Carriers (air carriers holding certificates under 49 U.S.C. § 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974, 49 U.S.C. § 40118, and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B-138942. Article 20 Hotel and Motel Fire Safety Act of 1990 In accordance with Section 6 of the Hotel and Motel Fire Safety Act of1990, 15 U.S.C. § 2225a, recipients must ensure that all conference, meeting, convention, or training space funded in whole or in part with federal funds complies with the fire prevention and control guidelines of the Federal Fire Prevention and Control Act of 1974, codified as amended at 15 U.S.C. § 2225. Page 337 Item 20. Article 21 Limited English Proficiency (Civil Rights Act of 1964, Title VI) Recipients must comply with the Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.) prohibition against discrimination on the basis of national origin, which requires that recipients of federal financial assistance take reasonable steps to provide meaningful access to persons with limited English proficiency (LEP) to their programs and services. For additional assistance and information regarding language access obligations, please refer to the DHS Recipient Guidance https://www.dhs.gov/guidancepublished-help-department-supported- organizations-provide-meaningfulaccess-people-limited and additional resources on http://www.lep.gov. Article 22 Lobbying Prohibitions Recipients must comply with 31 U.S.C. § 1352, which provides that none of the funds provided under a federal financial assistance award may be expended by the recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action related to a federal award or contract, including any extension, continuation, renewal, amendment, or modification. Article 23 National Environmental Policy Act Recipients must comply with the requirements of the National Environmental Policy Act of 1969, Pub. L. No. 91-190 (1970) (codified as amended at 42 U.S.C. § 4321 et seq.) (NEPA) and the Council on Environmental Quality (CEQ) Regulations for Implementing the Procedural Provisions of NEPA, which requires recipients to use all practicable means within their authority, and consistent with other essential considerations of national policy, to create and maintain conditions under which people and nature can exist in productive harmony and fulfill the social, economic, and other needs of present and future generations of Americans. Article 24 Nondiscrimination in Matters Pertaining to Faith-Based Organizations It is DHS policy to ensure the equal treatment of faith-based organizations in social service programs administered or supported by DHS or its component agencies, enabling those organizations to participate in providing important social services to beneficiaries. Recipients must comply with the equal treatment policies and requirements contained in 6 C.F.R. Part 19 and other applicable statues, regulations, and guidance governing the participations of faith-based organizations in individual DHS programs. Article 25 Non-supplanting Requirement Recipients receiving federal financial assistance awards made under programs that prohibit supplanting by law must ensure that federal funds do not replace (supplant) funds that have been budgeted for the same purpose through non- federal sources. Article 26 Notice of Funding Opportunity Requirements All of the instructions, guidance, limitations, and other conditions set forth in the Notice of Funding Opportunity (NOFO) for this program are incorporated hereby reference in the award terms and conditions. All recipients must comply with any such requirements set forth in the program NOFO. Page 338 Item 20. Article 27 Patents and Intellectual Property Rights Unless otherwise provided by law, recipients are subject to the Bayh-Dole Act, 35 U.S.C. § 200 et seq. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14. Article 28 Procurement of Recovered Materials States, political subdivisions of states, and their contractors must comply with Section 6002 of the Solid Waste Disposal Act, Pub. L. No. 89-272 (1965) (codified as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6962. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition. Article 29 Rehabilitation Act of 1973 Recipients must comply with the requirements of Section 504 of the Rehabilitation Act of1973, Pub. L. No. 93-112 (1973) (codified as amended at 29 U.S.C. § 794), which provides that no otherwise qualified handicapped individuals in the United States will, solely by reason of the handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. Article 30 Reporting of Matters Related to Recipient Integrity and Performance If the total value of the recipient’s currently active grants, cooperative agreements, and procurement contracts from all federal assistance offices exceeds $10,000,000 for any period of time during the period of performance of this federal financial assistance award, the recipient must comply with the requirements set forth in the government-wide Award Term and Condition for Recipient Integrity and Performance Matters located at 2 C.F.R. Part 200, Appendix XII, the full text of which is incorporated here by reference in the award terms and conditions. Article 31 Reporting Subawards and Executive Compensation Recipients are required to comply with the requirements set forth in the government-wide Award Term on Reporting Subawards and Executive Compensation located at 2 C.F.R. Part 170, Appendix A, the full text of which is incorporated here by reference in the award terms and conditions. Article 32 SAFECOM Recipients receiving federal financial assistance awards made under programs that provide emergency communication equipment and its related activities must comply with the SAFECOM Guidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperable communications. Page 339 Item 20. Article 33 Terrorist Financing Recipients must comply with E.O. 13224 and U.S. laws that prohibit transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. Recipients are legally responsible to ensure compliance with the Order and laws. Article 34 Trafficking Victims Protection Act of 2000 Recipients must comply with the requirements of the government-wide financial assistance award term which implements Section 106(g) of the Trafficking Victims Protection Act of 2000, (TVPA) codified as amended by 22 U.S.C. § 7104. The award term is located at 2 C.F.R. § 175.15, the full text of which is incorporated here by reference. Article 35 Universal Identifier and System of Award Management (SAM) Recipients are required to comply with the requirements set forth in the government-wide financial assistance award term regarding the System for Award Management and Universal Identifier Requirements located at 2 C.F.R. Part 25, Appendix A, the full text of which is incorporated here by reference. Article 36 USA Patriot Act of 2001 Recipients must comply with requirements of Section 817 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), which amends 18 U.S.C. §§ 175–175c. Article 37 Use of DHS Seal, Logo and Flags Recipients must obtain permission from their DHS FAO prior to using the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials, including use of the United States Coast Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials. Article 38 Whistleblower Protection Act Recipients must comply with the statutory requirements for whistleblower protections (if applicable) at 10 U.S.C § 2409, 41 U.S.C. 4712, and 10 U.S.C. § 2324, 41 U.S.C. §§ 4304 and 4310. Article 39 Acceptance of Post Award Changes In the event FEMA determines that changes are necessary to the award document after an award has been made, including changes to period of performance or terms and conditions, recipients will be notified of the changes in writing. Once notification has been made, any subsequent request for funds will indicate recipient acceptance of the changes to the award. Please call the FEMA/GMD Call Center at (866) 927-5646 or via e-mail to ASK-GMD@dhs.gov if you have any questions. Page 340 Item 20. Article 40 Prior Approval for Modification of Approved Budget Before making any change to the DHS/FEMA approved budget for this award, you must request prior written approval from DHS/FEMA where required by 2 C.F.R. § 200.308. DHS/FEMA is also utilizing its discretion to impose an additional restriction under 2 C.F.R. § 200.308(e) regarding the transfer of funds among direct cost categories, programs, functions, or activities. Therefore, for awards with an approved budget where the Federal share is greater than the simplified acquisition threshold (currently $250,000), you may not transfer funds among direct cost categories, programs, functions, or activities without prior written approval from DHS/FEMA where the cumulative amount of such transfers exceeds or is expected to exceed ten percent (10%) of the total budget DHS/FEMA last approved. You must report any deviations from your DHS/FEMA approved budget in the first Federal Financial Report (SF-425) you submit following any budget deviation, regardless of whether the budget deviation requires prior written approval. Article 41 Disposition of Equipment Acquired Under the Federal Award When original or replacement equipment acquired under this award by the recipient or its subrecipients is no longer needed for the original project or program or for other activities currently or previously supported by DHS/FEMA, you must request instructions from DHS/FEMA to make proper disposition of the equipment pursuant to 2 C.F.R. § 200.313. Article 42 Environmental Planning and Historic Preservation DHS/FEMA funded activities that may require an EHP review are subject to FEMA's Environmental Planning and Historic Preservation (EHP) review process. This review does not address all Federal, state, and local requirements. Acceptance of Federal funding requires recipient to comply with all Federal, state and local laws. Failure to obtain all appropriate federal, state and local environmental permits and clearances may jeopardize Federal funding.DHS/FEMA is required to consider the potential impacts to natural and cultural resources of all projects funded by DHS/FEMA grant funds, through its EHP Review process, as mandated by the National Environmental Policy Act; National Historic Preservation Act of 1966, as amended; National Flood Insurance Program regulations; and, any other applicable laws and Executive Orders. To access the FEMA's Environmental and Historic Preservation (EHP) screening form and instructions go to the DHS/FEMA website at: https://www.fema.gov/media- library/assets/documents/90195. In order to initiate EHP review of your project(s), you must complete all relevant sections of this form and submit it to the Grant Programs Directorate (GPD) along with all other pertinent project information. Failure to provide requisite information could result in delays in the release of grant funds.If ground disturbing activities occur during construction, applicant will monitor ground disturbance, and if any potential archeological resources are discovered, applicant will immediately cease work in that area and notify the pass- through entity, if applicable, and DHS/FEMA. Page 341 Item 20. Obligating document 1.Agreement No. EMW-2018-FH- 00394 2. Amendment No. N/A 3. Recipient No. 75-6000642 4. Type of Action AWARD 5. Control No. WX02684N2019T 6. Recipient Name and Address Prosper, Town of 200 S Main St Prosper, TX 75078 7. Issuing FEMA Office and Address Grant Programs Directorate 500 C Street, S.W. Washington DC, 20528-7000 1-866-927-5646 8. Payment Office and Address FEMA, Financial Services Branch 500 C Street, S.W., Room 723 Washington DC, 20742 9. Name of Recipient Project Officer Shaw Eft 9a. Phone No. 972- 347- 2424 10. Name of FEMA Project Coordinator Staffing for Adequate Fire and Emergency Response (SAFER) Grant Program 10a. Phone No. 1-866- 274- 0960 11. Effective Date of This Action 09/10/2019 12. Method of Payment OTHER - FEMA GO 13. Assistance Arrangement COST SHARING 14. Performance Period 03/08/2020 to 03/07/2023 Budget Period 03/08/2020 to 03/07/2023 15. Description of Action a. (Indicate funding data for awards or financial changes) Program Name Abbreviation Assistance Listings No. Accounting Data(ACCS Code) Prior Total Award Amount Awarded This Action + or (-) Current Total Award Cumulative Non-Federal Commitment SAFER 97.083 2019-F8- GF01 - P431-xxxx- 4101-D $0.00 $919,257.60 $919,257.60 $571,430.40 Totals $0.00 $919,257.60 $919,257.60 $571,430.40 b. To describe changes other than funding data or financial changes, attach schedule and check here: N/A 16.FOR NON-DISASTER PROGRAMS: RECIPIENT IS REQUIRED TO SIGN AND RETURN THREE (3) COPIES OF THIS DOCUMENT TO FEMA (See Block 7 for address) This field is not applicable for digitally signed grant agreements Page 342 Item 20. 17. RECIPIENT SIGNATORY OFFICIAL (Name and Title)DATE 18. FEMA SIGNATORY OFFICAL (Name and Title) Bridget Bean, Acting Assistant Administrator Grant Programs Directorate DATE 09/10/2019 Page 343 Item 20. Page 1 of 1 To: Mayor and Town Council From: Chuck Springer, Executive Director of Administrative Services Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Discussion of Amendments to the FY 2019-2020 Adopted Budget. Description of Agenda Item: Town staff will present information for discussion regarding potential amendments to the FY 2019- 2020 Adopted Budget that include:  Addition of 6 Firefighter positions  Town compensation study and timing of market adjustments  Supplemental request for a Fire Brush Truck replacement  Town Health Insurance Trust Fund costs and market comparisons Attachments: 1. Proposed Budget Amendment Presentation Town Staff Recommendation: Town staff is presenting this item to receive direction on amendments to the FY 2019-2020 budget and will return at the next Town Council meeting with an agenda item reflecting this direction. Prosper is a place where everyone matters. ADMINISTRATION Page 344 Item 21. Firefighter Positions and SAFER Grant Amend budget to add General Fund expenditures for 6 firefighter positions at $791,689 (includes $38,912 one-time costs) Amend budget to add $372,672 in General Fund revenue for SAFER Grant 1 Page 345 Item 21. Fund Year 1 Year 2 Cumulative Year 3 Cumulative Total Total general 127,672$ 255,334$ 383,006$ Fire SPD 9,555$ 19,110$ 28,665$ Police SPD 9,555$ 19,110$ 28,665$ Water 19,903$ 39,806$ 59,709$ Stormwater 360$ 720$ 1,080$ Subtotal 167,045$ 334,080$ 501,125$ 1,002,250$ Total general 416,072$ 416,072$ 416,072$ Fire SPD 27,625$ 27,625$ 27,625$ Police SPD 28,506$ 28,506$ 28,506$ Water 61,233$ 61,233$ 61,233$ Stormwater 1,081$ 1,081$ 1,081$ Subtotal 534,517$ 534,517$ 534,517$ 1,603,551$ Net Difference 367,472$ 200,437$ 33,392$ 601,301$ Net by Fund Total general 288,400$ 160,738$ 33,066$ Fire SPD 18,070$ 8,515$ (1,040)$ Police SPD 18,951$ 9,396$ (159)$ Water 41,330$ 21,427$ 1,524$ Stormwater 721$ 361$ 1$ 367,472$ 200,437$ 33,392$ 601,301$ SAFER Revenue (372,672)$ (372,672)$ (173,914)$ (919,258)$ Net Impact (5,200)$ (172,235)$ (140,522)$ (317,957)$ Compensation Increase (3-year vs 1-year) Page 346 Item 21. 3 Year 1 Year 2 Cumulative Year 3 Cumulative Total 3- Year 127,672$ 255,334$ 383,006$ 1-Year 416,072$ 416,072$ 416,072$ Increase 288,400$ 160,738$ 33,066$ 482,204$ SAFER Revenue (372,672)$ (372,672)$ (173,914)$ (919,258)$ Net Impact (84,272)$ (211,934)$ (140,848)$ (437,054)$ Compensation Increase (3-year vs 1-year) (General Fund Only) Page 347 Item 21. Fire Brush Truck Supplemental Request Cost -$108,969 Purpose -The purpose of the request to is fund the shortfall in the VERF to replace the brush truck three years prior to it's original fifteen year cycle. The current price is $167,000 and is expected to increase in the Fall to $172,000. The price estimated includes the expected price increase in the Fall. The VERF shows $63,031 as of September 2019. Benefits -We would avoid paying expensive repair bills. The main benefit would be to have a brush truck that is dependable without fear of failure of the pump. We have requested through the VERF to change the schedule to a ten year cycle instead of the fifteen previously setup based on repair costs and recommendations from the manufacturer. 4 Page 348 Item 21. Fire Brush Truck Supplemental Request Consequences -Without replacing the truck we run the risk of having to take the brush truck out of service or sending the truck back to the manufacturer in Kansas to have a rear pump motor replaced. The estimated expense would be $15-20,000. In addition, an engine leak was noticed by Bob Tomes Ford at a recent service visit. Two years ago a similar leak cost $3,700. It would cost $200-400 to diagnose due to the fact that much of the top motor components have to be removed to get to the motor. VERF Policy In the event that a user department has not contributed enough over the life of an item to cover the cost of its replacement, the difference in funding may be derived from: a.Savings on other items being replaced according to this policy in the same department; and/or b.Funds available from total VERF balance of contributions made by the department, with the difference to be accounted for during the annual review; and/or c.Funds available in the department’s operating budget, which shall be transferred to the VERF to fund the entire replacement cost. 5 Page 349 Item 21. Medical Plans 6 Page 350 Item 21. PPO Plan Designs 7 Prosper Public Sector All Enrollment % offer a PPO -77%67% % of EE's Enrolled in a PPO 27%64%57% Benefits Individual Deductible $1,500 $1,500 $1,500 Family Deductible $4,500 $3,000 $3,000 Individual MOOP $5,500 $4,750 $4,625 Family MOOP $10,200 $10,000 $10,000 Coinsurance 80%80%80% PCP Visit Copay $30 $25 $25 Specialist Visit Copay $60 $50 $50 Emergency Room $200 $250 $250 Urgent Care $75 $50 $50 Rx copays $10 | $40 | $60 | $250 $10 | $35 | $60 | $100 $10 | $35 | $60 | $125 Mail Order 3x retail 2.5x retail 2.5x retail Actuarial Value -0.785 0.784 0%5%10%15%20%25%30% $0 $1 - $499 $500 - $999 $1,000 - $1,499 $1,500 - $2,000 $2,000 - $2,499 $2,500 - $2,999 $3,000 - $3,499 $3,500+ Individual In Network Deductible Public Sector (City, County, Schools)All 0% 10% 20% 30% 40% $0 $1 - 1,999 $2,000 - $3,999 $4,000 - $5,999 $6,000 - $7,999 $8,000 - $9,999 $10,000 + Individual In Network Max OOP Public Sector (City, County, Schools)All 0% 20% 40% 60% $0 $1 - 9 $10 - 19 $20 - 29 $30 - 39 $40 - 49 $50 +Ded + Coins PCP Copay per Visit Public Sector (City, County, Schools)All Page 351 Item 21. PPO Plan Premium and Contributions 8 0%5%10%15%20%25%30%35%40% $1 - 4,999 $5,000 - $7,499 $7,500 - $9,999 $10,000 - $12,499 $12,500 - $14,999 $15,000 - $17,499 $17,500 - $19,999 $20,000 + Average Plan Premium PEPY Public Sector (City, County, Schools)All 0% 20% 40% 60% 0%1% - 9%10% - 19%20% - 29%30% - 39%40% - 49%50% + Cost for EE Only Coverage as a % of Premium Public Sector (City, County, Schools)All 0% 20% 40% 60% 0%1% - 9%10% - 19%20% - 29%30% - 39%40% - 49%50% + Cost for Family Coverage as a % of Premium Public Sector (City, County, Schools)All Prosper Public Sector All Plan Cost Average PEPY $12,248 $12,774 $10,999 Plan Cost -Monthly Rate Employee Only $577 $673 $600 Employee + Spouse $1,318 $1,318 $1,270 Employee + Children $1,033 $1,235 $1,110 Family $1,724 $1,866 $1,777 Average Employee Cost - Monthly Contribution Employee Only Contribution $92 $104 $155 Employee + Spouse Contribution $493 $397 $553 Employee + Children Contribution $341 $335 $463 Family Contribution $736 $565 $806 Contribution % of Premium Employee Only 16%15%26% Employee + Spouse 37%30%43% Employee + Children 33%27%42% Family 43%30%45% % No Contribution Required -EE Only -17%8% Page 352 Item 21. HSA Plan Designs 9 Prosper Public Sector All Enrollment % of EE's enrolled in a CDHP -35%46% % of EE's enrolled in an HSA 73%16%21% Benefits Individual Deductible $3,000 $3,000 $2,750 Family Deductible $6,000 $6,000 $5,550 Coinsurance 100%100%80% Individual MOOP $3,000 $4,000 $4,700 Family MOOP $6,000 $8,000 $8,500 HSA Funding % Contributing -87%55% EE Account $750 $750 $500 Family Account $1,500 $1,200 $1,000 Actuarial Value w/o funding -0.744 0.698 Actuarial Value w/ funding -0.921 0.846 0% 20% 40% 60% $0 - 249 $250 - 499 $500 - 749 $750 - 999 $1,000 - 1,249 $1,250 + HSA Employer Funding -Individual Public Sector (City, County, Schools) - Individual All - Individual 0% 20% 40% 60% $0 - 249 $250 - 499 $500 - 749 $750 - 999 $1,000 - 1,249 $1,250 + HSA Employer Funding -Family Public Sector (City, County, Schools) - Family All - Family 0%5%10%15%20%25%30% $1 - $1499 $1,500 - $1,999 $2,000 - $2,499 $2,500 - $3,000 $3,000 - $3,499 $3,500 - $3,999 $4,000 - $4,499 $4,500+ Individual In Network Deductible Public Sector (City, County, Schools)All 0% 20% 40% 60% $1 - 1,999 $2,000 - $3,999 $4,000 - $4,999 $5,000 - $5,999 $6,000 - $7,900 Individual In Network Max OOP Public Sector (City, County, Schools)All Page 353 Item 21. HSA Plan Premium and Contributions 10 0%5%10%15%20%25%30%35% $1 - 4,999 $5,000 - $7,499 $7,500 - $9,999 $10,000 - $12,499 $12,500 - $14,999 $15,000 - $17,499 $17,500 - $19,999 $20,000 + Average Plan Premium PEPY Public Sector (City, County, Schools)All 0% 20% 40% 60% 0%1% - 9%10% - 19%20% - 29%30% - 39%40% - 49%50% + Cost for EE Only Coverage as a % of Premium Public Sector (City, County, Schools)All 0% 20% 40% 0%1% - 9%10% - 19%20% - 29%30% - 39%40% - 49%50% + Cost for Family Coverage as a % of Premium Public Sector (City, County, Schools)All Prosper Public Sector All Plan Cost Average PEPY $9,605 $10,363 $9,591 Plan Cost -Monthly Rate Employee Only $558 $582 $500 Employee + Spouse $1,257 $1,115 $1,059 Employee + Children $988 $968 $912 Family $1,687 $1,499 $1,502 Average Employee Cost - Monthly Contribution Employee Only Contribution $39 $78 $96 Employee + Spouse Contribution $289 $344 $391 Employee + Children Contribution $193 $276 $306 Family Contribution $442 $516 $586 Contribution % of Premium Employee Only 8%13%19% Employee + Spouse 30%31%37% Employee + Children 24%29%34% Family 36%34%39% % No Contribution Required -EE Only -20%12% Page 354 Item 21. McGriff Benchmarking –Dallas Public Sector 11 13 McGriff-Dallas Public Sector clients were reviewed. Reviewed all clients most recent 31 months of Med/Rx claims weighted average of $899.53 PEPM for all clients combined on 2019 Calendar Year Projections. ›The PEPM ranged from $668.08 to $1,283.87 Town of Prosper ranked the lowest of all clients reviewed at $668.08 PEPM. Looking at Town of Prosper claims on most recent 12 months of claims for 2019 takes us to $710.19 PEPM, still ranking us at the lower end on costs of the clients surveyed. The Town staff has budgeted a conservative $753.03 PEPM for FY 2019-20. This is based on the most recent 12 months of claims. ›The FY 2019-20 budget has no increase for employee or Town contributions. Page 355 Item 21. Disclaimer 12 This presentation may provide information concerning relevant statutes, rules or regulations and is available for internal use only and under appropriate circumstances, for external use. The presentation is representative of the services provided by McGriff Insurance Services, McGriff Seibels & Williams or any affiliates. Information presented here is relevant with respect to current services and current statutes, rules or regulations as of the date of this presentation. Future rules may include clarifications, technical corrections or guidance on complex issues and as required. Moreover, these may change the content of the information presented or alter the answers to questions posed. In particular, it should be noted that guidance on many aspects of the Affordable Care Act (ACA) are outstanding and new guidance may be forthcoming. New guidance may have an impact as well on governing benefits legislation such as ERISA and the compliance services our affiliates provide. Our presentations are intended to provide general information. This does not constitute legal, tax or medical advice. To ensure compliance with IRS requirements, any discussion of U.S. tax matters contained herein is not intended and cannot be used to avoid IRS penalties. This material is therefore for informational purposes only. Employee benefit, retirement plan, health care insurance and compliance decisions should be made only after thorough and careful consideration and in the case of clients, only after discussion with clients’ own counsel, including tax counsel, or tax or other advisors. Compliance decisions are the sole responsibility and obligation of the client. © 2019, McGriff Insurance Services, Inc. All rights reserved. McGriffInsurance.com Page 356 Item 21. Page 1 of 2 HUMAN RESOURCES Prosper is a place where everyone matters. To: Mayor and Town Council From: Kala Smith, Director of Human Resources Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Consider and act upon awarding RFP No. 2019-63-A for ASO Medical and Captive Benefits to UMR, Inc., a subsidiary of United Healthcare, effective January 1, 2020, and authorizing the Town Manager to execute all documents for the same. Description of Agenda Item: The Town requested proposals (RFP No. 2019-63-A) from qualified providers for ASO Medical and Captive Benefits Services. The Town received seven responses by the due date and time. Respondents were required to submit information, in order to facilitate evaluation based on the following criteria: 1. Scope of Services, Coverage, and Professional Competence; 2. Cost of Services, Network Discounts, and Rate Guarantees; 3. Reporting Capabilities and Financial Resources; and 4. Reference and Experience with Similar Clients, and Qualifications. The evaluation committee was comprised of three staff members and representatives from the Town’s benefits consultant, McGriff, Seibels & Williams, Inc. The evaluation committee scored each submittal in accordance with the evaluation criteria as stated above. The evaluation scores are attached titled ‘2019-63-A Evaluation Scores.’ The RFP responses and the evaluation committee’s recommendations were reviewed by the Council Benefits Subcommittee on August 20, 2019. Based on the direction from the Council Benefits Subcommittee, Best and Final requests were sent to Blue Cross Blue Shield of Texas and UMR, Inc. Based on these evaluations and the Best and Final Offers received, it is the recommendation of the Council Benefits Subcommittee to award the contract to UMR, Inc., the best value proposal for an initial contract term of three years. Also attached is the analysis presented to the Benefits Subcommittee on August 20, 2019, and the Best and Final Analysis presented to the committee on September 16, 2019. Through awarding the contract for ASO medical services to UMR, Inc., the Town will benefit from added performance guarantees, the ability to carve out pharmacy benefit management, and a decreased percent of auto-adjudicated claims. Budget Impact: The Town’s FY 2019-2020 budgeted costs for medical claims and administrative services is included in the Town’s Health Trust Fund. Page 357 Item 22. Page 2 of 2 Attached Documents: 1. 2019-63-A Evaluation Scores 2. Benefits Committee RFP Analysis Report 3. Best and Final Analysis Report Town Staff Recommendation: Town staff recommends awarding RFP No. 2019-63-A for ASO Medical and Captive Benefits to UMR, Inc., a subsidiary of United Healthcare, effective January 1, 2020, and authorizing the Town Manager to execute all documents for the same. Proposed Motion: I move to award RFP No. 2019-63-A for ASO Medical and Captive Benefits to UMR, Inc., a subsidiary of United Healthcare, effective January 1, 2020, and authorize the Town Manager to execute all documents for the same. Page 358 Item 22. RFP NO. 2019-63-A EVALUATION MATRIX Evaluation Criteria Weighting WEIGHTED SCORE WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE Scope of Services, Coverage, Professional Competence 30%3.00 0.90 9.00 2.70 8.00 2.40 8.00 2.40 3.00 0.90 9.00 2.70 9.00 2.70 Cost of Services, Network Discounts, Rate Guarantees 40%5.00 2.00 7.00 2.80 7.00 2.80 6.00 2.40 8.00 3.20 8.00 3.20 9.00 3.60 Reporting Capabilities, Financial Resources 15%5.00 0.75 5.00 0.75 8.00 1.20 8.00 1.20 5.00 0.75 5.00 0.75 8.00 1.20 References and Experience with Similar Clients, Qualifications 15%1.00 0.15 5.00 0.75 10.00 1.50 10.00 1.50 1.00 0.15 5.00 0.75 10.00 1.50 TOTAL 100%3.80 7.00 7.90 7.50 5.00 7.40 9.00 UMR, Inc.Maestro HealthInternational Benefits Administrators ASO MEDICAL AND CAPTIVE BENEFITS Bev Cap Management, LLC Blue Cross and Blue Shield of Texas (BCBSTX) Cigna Health and Life Insurance Company Aetna Page 359 Item 22. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. ASO Medical, Captive Benefits & Pharmacy Benefit Management Services RFP Analysis Presented by: Lance Pendley, Senior Vice President –McGriff, Seibels & Williams Cristina Palacios, Account Executive –McGriff, Seibels & Williams McGRIFF, SEIBELS & WILLIAMS, INC. Page 360 Item 22. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Agenda •RFP Marketing Analysis •Medical Analysis & Scoring •PBM Analysis •Pros & Cons •Disruption •Provider/Facility Disruption •RX Disruption Page 361 Item 22. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Medical Analysis & Scoring ASO Administrator BCBS Current Plan (Carve In) BCBS Renewal Plan (Carve In) Aetna Proposed Plan (Carve In) Cigna Proposed Plan (Carve In) IBA Proposed Plan (Carve Out) Maestro Health Proposed Plan (Carve Out) UMR Proposed Plan (Carve Out) Bev Cap Proposed Plan (Carve In) PBM Administrator Prime RX Prime RX CVS Focused 90 CVS Value ProAct RX ProAct RX ProAct RX Envision Rx Network BlueChoice PPO Network BlueChoice PPO Network Aetna Open Access Managed Choice Network Open Access Plus Network Cigna PPO Network Cigna PPO Network UHC Choice Plus Network Aetna PPO Annual ASO Admin. Fees (186)$76,892.40 $75,039.84 $47,898.72 $75,330.00 $99,100.80 $116,421.12 $126,799.92 $216,347.76 Medical Repricing Claims Estimate $1,039,230.20 $1,093,974.92 $1,176,023.04 $1,113,557.07 $1,138,171.51 $1,138,171.51 $1,118,370.56 $1,176,023.04 RX Claims $489,938.47 $529,133.55 $523,842.22 $539,716.22 $521,196.55 $521,196.55 $521,196.55 $529,133.55 Projected Rebates / APC Fee $10,060.00 $10,060.00 $10,060.00 ($55,800.00)($126,219.00)($126,219.00)($126,219.00)$10,060.00 Run Out Admin Claims --$11,606.40 $11,606.40 $11,606.40 $11,606.40 $11,606.40 $11,606.40 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 3 years- Until 12/31/2022 1 year- Until 12/31/2020* 2 years- Until 12/31/2021 3 years- Until 12/31/2022 2 years- Until 12/31/2021 1 year- Until 12/31/2020 Estimated Total Annual Cost $1,616,121.07 $1,708,208.31 $1,769,430.38 $1,684,409.69 $1,643,856.26 $1,661,176.58 $1,651,754.43 $1,943,170.75 $ Combined Difference over Current $92,087.24 $153,309.30 $68,288.62 $27,735.18 $45,055.50 $35,633.36 $327,049.68 Combined Percent over Current (Total)5.70%9.49%4.23%1.72%2.79%2.20%20.24% $ Combined Difference over Renewal $61,222.06 ($23,798.62)($64,352.06)($47,031.74)($56,453.88)$234,962.44 Combined Percent over Renewal (Total)3.58%-1.39%-3.77%-2.75%-3.30%13.75% This executive summary assumes the following: * Medical claims trended at 6% and repricing from carriers factored in * Pharmacy claims trended at 10% and repricing from APC factored in *IBNR (2.5 months of Medical & 0.5 months for RX): $495,125.95 *Rebate Consideration: Carve In solutions will not pay the fee of APC of $10,060. Cigna gives 50% RX rebate sharing - equates an estimated amount of $25 PEPM *IBA did not submit repricing and disruption file or summary. On Medical Repricing Claim Estimate, we are assuming Maestro information for IBA. *Aetna did not sumit repricing file or summary. On Medical Repricing Claim Estimate, we are assuming BevCap information for Aetna. *Cigna rate guarantee for Yr 2 &3: 3% increase. *BevCap Collateral of $82,718. Collateral needed before the effective date. This amount is not considered in the executive summary calculation. Envision RX does offer rebate sharing. Open to work with other PBM's. Page 362 Item 22. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. PBM Analysis BCBS of TX (CURRENT) BCBS of TX (PROPOSED) ProAct Rx TRADITIONAL Retail 30 Brand Ingredient Cost $132,433 $130,828 $131,229 Generic Ingredient Cost $72,885 $81,359 $67,800 Dispensing Fee $3,003 $3,230 $2,247 Administrative Fee $0 $0 $0 Retail 90 Brand Ingredient Cost $96,146 $97,644 $94,050 Generic Ingredient Cost $26,075 $29,800 $22,350 Dispensing Fee $549 $619 $0 Administrative Fee $0 $0 $0 Mail Order Service Brand Ingredient Cost $7,676 $7,676 $7,338 Generic Ingredient Cost $3,834 $4,382 $3,943 Dispensing Fee $0 $0 $0 Administrative Fee $0 $0 $0 Specialty Brand Ingredient Cost $271,978 $271,978 $276,893 Generic Ingredient Cost $28 $28 $29 Dispensing Fee $7 $0 $0 Administrative Fee $0 $0 $0 Projected Cost -Before Rebates $614,615 $627,545 $605,880 $ Difference From Baseline -Before Rebates $12,930 ($8,735) % Difference From Baseline -Before Rebates 2.10%-1.42% Rebates Rebate Revenue $0 ($75,330)($126,219) APC Comp $0 $10,060 $0 Projected Cost -After Rebates $614,615 $562,274 $479,661 $ Difference From Baseline -After Rebates ($52,340)($134,954) Annualized -$ Difference from Baseline -After Rebates % Difference From Baseline -After Rebates -8.52%-21.96% This pricing is based on a 3-year agreement. This analysis should not be construed as a guarantee of savings. It is an assumption based on Rx claims: 01.2018-12.2018 Rebate Estimates Include Specialty Rebates; Calculated Using Brand Specialty Claim Count Filled During Rx Claims Period. Action Pharmaceutical Consulting's Compensation is included in the pricing quote. Page 363 Item 22. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Observations –Medical BCBS of Texas UMR Pro's & Con's Yes Yes Broad Network Yes Yes Online Reporting Access; Member Portal; Mobile App Solution Yes No Selection of Medical Vendor Requires Preferred PBM Vendor Yes Yes Receive EDI Files with BenefitFirst Yes Yes Provided References No No RFP Submitted Originally as Town Required; Updated Response Provided No No Performance Guarantee Offered No Yes Allowance / Credit Yes Yes ID Cards Customization Yes No Online Wellness Program Available with No Extra Fees Yes Yes Centers of Excellence Yes Yes Stop Loss Carve Out Flexibility No Yes Multiple Year Rate Guarantee No Yes Member Disruption; Network Disruption N/A Yes Charge for Historical Loading of Data Page 364 Item 22. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Observations –PBM BCBS of Texas ProAct Rx Pro's & Con's No Yes Agreed to Overall Generic Effective Rate Yes No Deviations from Terms and Definitions in RFP Language Yes No Selection of Medical Vendor Requires Preferred PBM Vendor Yes Yes Can Offer Narrow Pharmacy Network with Deeper Discounts Yes Yes Audit Recoveries Credited to the Plan No Yes International Mail Order Program Available w/Cost Savings to the Plan & Member Yes Yes Owns Specialty Pharmacy Yes Yes Stand Alone Specialty Call Center Yes Yes Specialty Supplies Included with Quote Yes Yes Split-Fill Program at Specialty Yes Yes Assumes Cost of Lost Specialty Medications if Confirmed Delivery Issue No Yes Offers a Copay Card Accumulator Program Yes Yes Ingredient Level Processing on Compounds Yes Yes Compound Dispense Fee’s Same as Channel Guarantee No Yes Offering a $4 Per Member Implementation Credit with Submitted Invoice No Yes Rebates Earned Above Guarantee are Passed on to the Plan Yes No No Cost for Prior Authorizations Yes Yes Online Reporting Access No Yes Privately Held Company No Yes Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes No Yes Charge for Historical Loading of Data Yes No RFP Submitted Originally as Town Required; Updated Response Provided No Yes Provided References Page 365 Item 22. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Disruption Analysis This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. Disruption Analysis - Shared Records Town of Prosper BCBS Claims Pre-Discount Excluded Records 136 $44,976.64 Percent Excluded 0.94%1.28% In-Network Claims Pre-Discount Inpatient Hospital 308 $415,716.23 Outpatient Hospital 1,749 $1,149,694.45 Office 7,942 $1,029,045.59 Other 436 $404,711.95 Total 10,435 $2,999,168.22 Pct. In-Network Claims Pre-Discount Inpatient Hospital 100.00%100.00% Outpatient Hospital 91.57%86.10% Office 93.49%94.74% Other 82.73%79.24% Total 92.84%89.58% UHC Claims Pre-Discount Excluded Records 3,039 $13,007.06 Percent Excluded 20.99%0.37% In-Network Claims Pre-Discount Inpatient Hospital 303 $413,916.23 Outpatient Hospital 1,814 $1,247,780.61 Office 7,632 $1,005,701.04 Other 438 $401,562.06 Total 10,187 $3,068,959.94 Pct. In-Network Claims Pre-Discount Inpatient Hospital 98.38%99.57% Outpatient Hospital 94.97%93.45% Office 89.84%92.59% Other 83.11%78.63% Total 90.63%91.67%Page 366 Item 22. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Provider/Facility Disruption Provider Name Provider City Zip Code Claimants Services Service Category PUMPS IT INC HOUSTON 77070 1 409 HOME BOSTON HEART DIAGNOSTICS CORPORAT FRAMINGHAM 01702 1 51 OFFICE SYNERGENE LABORATORY LLC HOUSTON 77058 1 39 OFFICE CRYSTAL HANKEL DENTON 76201 1 39 OFFICE BRLI GENPATH DIAGNOSTICS INC HOUSTON 77054 4 16 OFFICE BENJAMIN CRABB FRISCO 75033 1 13 OFFICE KYLE CORREIA PROSPER 75078 1 11 OFFICE MP3 LAB INC DALLAS 75204 2 10 OFFICE MICHAEL WOODS PLANO 75093 2 10 OFFICE DORIAN APONTE DENTON 76209 1 9 OFFICE AMBER GALIPP MCKINNEY 75071 1 8 OFFICE BOSTON HEART DIAGNOSTICS CORP FRAMINGHAM 01702 1 5 OFFICE REBECCA PAWLEY DOWNEY FRISCO 75033 1 5 OFFICE KAI MEDICAL LABORATORY DALLAS 75247 2 4 OFFICE HEIDI JOHANSON MCKINNEY 75070 1 4 OFFICE BROCK PIERCE MCKINNEY 75071 1 4 OFFICE RAMAKRISHNA VELURI GARLAND 75042 1 3 INPATIENT HOSPITAL LESLEY HERRERA DENTON 76209 1 3 OFFICE LAURA SWARTWOOD MCKINNEY 75070 1 2 OUTPATIENT HOSPITAL LIFEWATCH SERVICES INC ROSEMONT 60018 1 2 OFFICE GARY DONOVITZ ARLINGTON 76017 1 2 OFFICE CAROLYN LYDE LEWISVILLE 75057 1 2 OFFICE MAJORS MEDICAL SERVICE DALLAS 75235 1 2 HOME NXGEN MDX LLC GRAND RAPIDS 49504 1 1 OFFICE KIMBERLY SCHAIVE DALLAS 75247 1 1 OUTPATIENT HOSPITAL GERALD GARCIA PLANO 75074 1 1 OUTPATIENT HOSPITAL DANIEL WANN SHERMAN 75092 1 1 OUTPATIENT HOSPITAL BENJAMIN CRABB FRISCO 75033 1 1 EMERGENCY ROOM TIMOTHY VASSBERG ALLEN 75002 1 1 OFFICE SADIA SIDDIQUI SACHSE 75048 1 1 OFFICE ACCESS DX LABORATORY LLC HOUSTON 77025 1 0 OFFICE WESTSIDE SURGICAL HOSPITAL HOUSTON 77027 1 -16 OUTPATIENT HOSPITAL Page 367 Item 22. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. RX Disruption Page 368 Item 22. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Appendix 1.Medical Marketing Analysis with Stop Loss Quotes 2.PBM Marketing Analysis 3.Repricing Analysis 4.Disruption Analysis Page 369 Item 22. Town of Prosper Medical ASO and Captive Bid List Effective Date: 1/1/2020 Page 1 Vendor AM Best Notes Aetna A (Excellent)On the spreadsheet BCBSTX A (Excellent)Incumbent - On the spreadsheet Cigna A (Excellent)On the spreadsheet Healthcare Highways NR Declined to Quote IBA NR On the spreadsheet Maetsro NR On the spreadsheet UMR / UHC A (Excellent)On the spreadsheet Bev Cap / Berkley NR / A+ Superior On the spreadsheet Roundstone NR Declined to Quote Medical ASO Captive This is not an insurance contract: This proposal is for comparison purposes only. Please refer to certificate booklet or proposal for additional details, including limitations and exclusions. Final rates and benefits will be determined by actual enrollment and plan selection. Page 370 Item 22. Town of Prosper Executive Summary Effective Date: 1/1/2020 Page: 2 ASO Administrator BCBS Current Plan (Carve In) BCBS Renewal Plan (Carve In) Aetna Proposed Plan (Carve In) Cigna Proposed Plan (Carve In) IBA Proposed Plan (Carve Out) Maestro Health Proposed Plan (Carve Out) UMR Proposed Plan (Carve Out) Bev Cap Proposed Plan (Carve In) PBM Administrator Prime RX Prime RX CVS Focused 90 CVS Value ProAct RX ProAct RX ProAct RX Envision Rx Network BlueChoice PPO Network BlueChoice PPO Network Aetna Open Access Managed Choice Network Open Access Plus Network Cigna PPO Network Cigna PPO Network UHC Choice Plus Network Aetna PPO Annual ASO Admin. Fees (186)$76,892.40 $75,039.84 $47,898.72 $75,330.00 $99,100.80 $116,421.12 $126,799.92 $216,347.76 Medical Repricing Claims Estimate $1,039,230.20 $1,093,974.92 $1,176,023.04 $1,113,557.07 $1,138,171.51 $1,138,171.51 $1,118,370.56 $1,176,023.04 RX Claims $489,938.47 $529,133.55 $523,842.22 $539,716.22 $521,196.55 $521,196.55 $521,196.55 $529,133.55 Projected Rebates / APC Fee $10,060.00 $10,060.00 $10,060.00 ($55,800.00)($126,219.00)($126,219.00)($126,219.00)$10,060.00 Run Out Admin Claims --$11,606.40 $11,606.40 $11,606.40 $11,606.40 $11,606.40 $11,606.40 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 3 years- Until 12/31/2022 1 year- Until 12/31/2020* 2 years- Until 12/31/2021 3 years- Until 12/31/2022 2 years- Until 12/31/2021 1 year- Until 12/31/2020 Estimated Total Annual Cost $1,616,121.07 $1,708,208.31 $1,769,430.38 $1,684,409.69 $1,643,856.26 $1,661,176.58 $1,651,754.43 $1,943,170.75 $ Combined Difference over Current $92,087.24 $153,309.30 $68,288.62 $27,735.18 $45,055.50 $35,633.36 $327,049.68 Combined Percent over Current (Total)5.70%9.49%4.23%1.72%2.79%2.20%20.24% $ Combined Difference over Renewal $61,222.06 ($23,798.62)($64,352.06)($47,031.74)($56,453.88)$234,962.44 Combined Percent over Renewal (Total)3.58%-1.39%-3.77%-2.75%-3.30%13.75% This executive summary assumes the following: * Medical claims trended at 6% and repricing from carriers factored in * Pharmacy claims trended at 10% and repricing from APC factored in *IBNR (2.5 months of Medical & 0.5 months for RX): $495,125.95 *Rebate Consideration: Carve In solutions will not pay the fee of APC of $10,060. Cigna gives 50% RX rebate sharing - equates an estimated amount of $25 PEPM *IBA did not submit repricing and disruption file or summary. On Medical Repricing Claim Estimate, we are assuming Maestro information for IBA. *Aetna did not sumit repricing file or summary. On Medical Repricing Claim Estimate, we are assuming BevCap information for Aetna. *Cigna rate guarantee for Yr 2 &3: 3% increase. *BevCap Collateral of $82,718. Collateral needed before the effective date. This amount is not considered in the executive summary calculation. Envision RX does offer rebate sharing. Open to work with other PBM's. Page 371 Item 22. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 3 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Set Up Fee / Captive Collateral N/A N/A Renewal Fee N/A N/A Administration Fees Medical Administration - Employee (186)$62.42 $62.42 RX Rebate Credit ($32.92)($33.75) Stop Loss Interface Fee Included Included Disease Management (BCBS-Wellbeing Enable)$4.95 $4.95 Pre-Certification /Utilization Mgmt (pepm)Included Included Nurse line Included Included Large Case Management Included Included PPO Access Fee (network) Included Included Out of Network Savings PEPM Charge N/A N/A External PBM Interface Fee N/A N/A Total Admin Fees $34.45 $33.62 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 Total Monthly Admin Fee $6,407.70 $6,253.32 Annual Admin Fee $76,892.40 $75,039.84 Annual Difference -($1,852.56) % Difference --2.41% RX Expected Rebates $0.00 $0.00 APC Fee $0.00 $10,060.00 Projected Cost After Rebates $76,892.40 $85,099.84 Annual Difference -$8,207.44 % Difference -11% Run-In N/A N/A Run-Out $20.80 PEPM for 3 months $20.56 PEPM for 3 months Rx Administration Included in the fee Included in the fee; no carve out program Medical & RX Integration Included Included Allowances/ Credits N/A N/A COBRA/ HIPAA Administration N/A Did not quote SPD - Electronic Copy Included Included ID Cards - Customized Included Included; third party vendor can be added if approved by BCBS association Accept Eligibility from BenefitFirst Yes Yes Page 372 Item 22. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 4 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Additional Information Performance Guarantee N/A Not offered Subrogation The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. Wellness Programs Well On Target Online Portal Well On Target Online Portal. If added Wellbeing Empower coaching is available Centers of Excellence Providers BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy Bundle Pricing Arrangements N/A Do not offer, but willing to further discuss how to coordinate members Audit Duplicate Claims (4.3 questionnaire) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Out of Network Savings/Charge Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Miscellaneous / Notes *Bank Account to pay claims needs to be open for 12 months. *The run-off claims liability is $344.88 PEPM *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation Page 373 Item 22. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 5 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Set Up Fee / Captive Collateral N/A N/A Renewal Fee N/A N/A Administration Fees Medical Administration - Employee (186)$62.42 $62.42 RX Rebate Credit ($32.92)($33.75) Stop Loss Interface Fee Included Included Disease Management (BCBS-Wellbeing Enable)$4.95 $4.95 Pre-Certification /Utilization Mgmt (pepm)Included Included Nurse line Included Included Large Case Management Included Included PPO Access Fee (network) Included Included Out of Network Savings PEPM Charge N/A N/A External PBM Interface Fee N/A N/A Total Admin Fees $34.45 $33.62 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 Total Monthly Admin Fee $6,407.70 $6,253.32 Annual Admin Fee $76,892.40 $75,039.84 Annual Difference -($1,852.56) % Difference --2.41% RX Expected Rebates $0.00 $0.00 APC Fee $0.00 $10,060.00 Projected Cost After Rebates $76,892.40 $85,099.84 Annual Difference -$8,207.44 % Difference -11% Run-In N/A N/A Run-Out $20.80 PEPM for 3 months $20.56 PEPM for 3 months Rx Administration Included in the fee Included in the fee; no carve out program Medical & RX Integration Included Included Allowances/ Credits N/A N/A COBRA/ HIPAA Administration N/A Did not quote SPD - Electronic Copy Included Included ID Cards - Customized Included Included; third party vendor can be added if approved by BCBS association Accept Eligibility from BenefitFirst Yes Yes Maestro Health Proposed Plan + ProAct RX Cigna PPO Network N/A N/A $32.00 $0.00 Included $4.00 Included $1.00 $95/hr billed in 6 min increments $15.16 N/A N/A $52.16 3 years- Until 12/31/2022 $9,701.76 $116,421.12 $39,528.72 51.41% ($126,219.00) $0.00 ($9,797.88) ($86,690.28) -112.74% N/A 4 months of admin fee; administer 12 mon of claims Carve out, Yes Included N/A Included in the fee Included; uses PHIA Group Included; third party vendor can be added Yes Page 374 Item 22. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 6 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Additional Information Performance Guarantee N/A Not offered Subrogation The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. Wellness Programs Well On Target Online Portal Well On Target Online Portal. If added Wellbeing Empower coaching is available Centers of Excellence Providers BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy Bundle Pricing Arrangements N/A Do not offer, but willing to further discuss how to coordinate members Audit Duplicate Claims (4.3 questionnaire) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Out of Network Savings/Charge Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Miscellaneous / Notes *Bank Account to pay claims needs to be open for 12 months. *The run-off claims liability is $344.88 PEPM *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation Maestro Health Proposed Plan + ProAct RX Cigna PPO Network Willing to develop one mutually agreed upon (willing to put 10% adm fee at risk) 25% of recovered savings HEALTHYme for an addt'l cost *Does not have a network of providers. *$1.75PEPM Healthcare Blue Book *$4.50 Price MD's bundled surgeries *See PMD's bundled list for details of services available *Willing to work with current provider Yes, claims are identify by DOS, provider, and billed amount. No auto-adjudications of claims. Claim analyst looks at each claim. *If repriced with a RBP vendor (6 degrees) they keep 15% of savings on OON. If program is with Cigna, the cost is 30% of savings. *Location: Charlotte, NC *Implementation: 90 days *Disease management catastrophic: $95/Hr in 6 minute increment *Telemedicine: $1.75PEPM Page 375 Item 22. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 7 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Set Up Fee / Captive Collateral N/A N/A Renewal Fee N/A N/A Administration Fees Medical Administration - Employee (186)$62.42 $62.42 RX Rebate Credit ($32.92)($33.75) Stop Loss Interface Fee Included Included Disease Management (BCBS-Wellbeing Enable)$4.95 $4.95 Pre-Certification /Utilization Mgmt (pepm)Included Included Nurse line Included Included Large Case Management Included Included PPO Access Fee (network) Included Included Out of Network Savings PEPM Charge N/A N/A External PBM Interface Fee N/A N/A Total Admin Fees $34.45 $33.62 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 Total Monthly Admin Fee $6,407.70 $6,253.32 Annual Admin Fee $76,892.40 $75,039.84 Annual Difference -($1,852.56) % Difference --2.41% RX Expected Rebates $0.00 $0.00 APC Fee $0.00 $10,060.00 Projected Cost After Rebates $76,892.40 $85,099.84 Annual Difference -$8,207.44 % Difference -11% Run-In N/A N/A Run-Out $20.80 PEPM for 3 months $20.56 PEPM for 3 months Rx Administration Included in the fee Included in the fee; no carve out program Medical & RX Integration Included Included Allowances/ Credits N/A N/A COBRA/ HIPAA Administration N/A Did not quote SPD - Electronic Copy Included Included ID Cards - Customized Included Included; third party vendor can be added if approved by BCBS association Accept Eligibility from BenefitFirst Yes Yes UMR (Carve In) Proposed Plan + Optum RX* UMR (Carve Out) Proposed Plan + ProAct RX UHC Choice Plus Network UHC Choice Plus Network N/A N/A N/A N/A $40.46 $40.46 ($31.75)$0.00 $5.00 $5.00 $3.85 $3.85 Included Included $0.50 $0.50 Included Included Included Included $4.00 $4.00 N/A $3.00 $22.06 $56.81 2 years- Until 12/31/2021 2 years- Until 12/31/2021 $4,103.16 $10,566.66 $49,237.92 $126,799.92 ($27,654.48)$51,760.08 -35.97%68.98% ($11,776.00)($126,219.00) $10,060.00 $0.00 $47,521.92 $580.92 ($29,370.48)($76,311.48) -38.20%-99.24% Excludes Run - In Excludes Run - In 2 months of admin fee; administer 6 mon of claims 2 months of admin fee; administer 6 mon of claims Included in the fee For carve out available - vendors require prior approval, additional fees may be applied Included Included $5,000 one time implementation credit - requires a 3 year agreement $5,000 one time implementation credit - requires a 3 year agreement $1.05 pepm $1.05 pepm Included Included Included; third party vendor can be added Included; third party vendor can be added Yes Yes Page 376 Item 22. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 8 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Additional Information Performance Guarantee N/A Not offered Subrogation The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. Wellness Programs Well On Target Online Portal Well On Target Online Portal. If added Wellbeing Empower coaching is available Centers of Excellence Providers BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy Bundle Pricing Arrangements N/A Do not offer, but willing to further discuss how to coordinate members Audit Duplicate Claims (4.3 questionnaire) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Out of Network Savings/Charge Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Miscellaneous / Notes *Bank Account to pay claims needs to be open for 12 months. *The run-off claims liability is $344.88 PEPM *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation UMR (Carve In) Proposed Plan + Optum RX* UMR (Carve Out) Proposed Plan + ProAct RX UHC Choice Plus Network UHC Choice Plus Network None None Partners with Optum, claims with possible third party liability are flagged and additional information is requested from the member, 30% of recovered savings Credit Balance Recovery - 20% of recovered savings Partners with Optum, claims with possible third party liability are flagged and additional information is requested from the member, 30% of recovered savings Credit Balance Recovery - 20% of recovered savings UMR likes to take a customized approach to wellness and prefer to walk through the groups current program to address needs. Live Rewards included. Additional Programs for a fee UMR likes to take a customized approach to wellness and prefer to walk through the groups current program to address needs. Live Rewards included. Additional Programs for a fee Bariatric, Complex Cancers, Congenital Heart Disease, Infertility, Kidney Disease (clinical support program), Fertility, Spine & Joint Surgeries & Solid Organ - Bone Marrow/Stem Cell Transplant Services - additional pepms apply for each center Bariatric, Complex Cancers, Congenital Heart Disease, Infertility, Kidney Disease (clinical support program), Fertility, Spine & Joint Surgeries & Solid Organ - Bone Marrow/Stem Cell Transplant Services - additional pepms apply for each center Does not have their own, can process bundled pricing-written in providers contract with UHC as a single rate of reimbursement for the bundled service Does not have their own, can process bundled pricing-written in providers contract with UHC as a single rate of reimbursement for the bundled service Use 7 data elements to check for duplicate charges. Claims greater than $25,000 are audited- Town can lower this threshold, 73% of claims auto adjudicated. Use 7 data elements to check for duplicate charges. Claims greater than $25,000 are audited- Town can lower this threshold, 73% of claims auto adjudicated. Advanced Claim Review - 30% of savings NPC & MNRP - 22% of savings *$50,000/claim savings cap Advanced Claim Review - 30% of savings NPC & MNRP - 22% of savings *$50,000/claim savings cap *Network Access Fee Excludes direct contracts *Telemedicine - $1.25 - add dermatology no addtl cost - Behavioral Health $0.30 pepm *Year 3 rate $42.90, Rebate credits remain same Year 2 & 3 *Will assign claims processing/customer service location(s) if named as finalist - 8 national locations (1 in TX) *3 PDL options with different RX credits - Premium PDL rebate shown. (Select $22 - Select Comprehensive $27) *Maternity Management - $0.65 pepm *Interactive Reporting - $0.40 pepm *Added pricing for dental, STD and vision administration, COBRA and FSA *Implementation: 90 days *Stop Loss interface fee waived is using preferred vendor: BP, Berkley, Optum, QBE, Sun Life, SwissRe, Symetra, Tokio Marine HCC, Voya, Zurich *Network Access Fee Excludes direct contracts *Telemedicine - $1.25 - add dermatology no addtl cost - Behavioral Health $0.30 pepm *Year 3 rate $42.90, Rebate credits remain same Year 2 & 3 *Will assign claims processing/customer service location(s) if named as finalist - 8 national locations (1 in TX) *Maternity Management - $0.65 pepm *Interactive Reporting - $0.40 pepm *Added pricing for dental, STD and vision administration, COBRA and FSA *Implementation: 90 days *Stop Loss interface fee waived is using preferred vendor: BP, Berkley, Optum, QBE, Sun Life, SwissRe, Symetra, Tokio Marine HCC, Voya, Zurich Page 377 Item 22. Town of Prosper Captive Marketing Analysis Effective Date: 1/1/2020 Page: 9 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX BevCap Proposed Plan + Envision RX Network BlueChoice PPO Network BlueChoice PPO Network Open Choice Aetna Network Set Up Fee / Captive Collateral N/A N/A $82,718 Renewal Fee N/A N/A N/A Administration Fees Medical Administration - Employee (186)$62.42 $62.42 $18.00 RX Rebate Credit ($32.92)($33.75)N/A Stop Loss Interface Fee Included Included $4.00 Disease Management (BCBS-Wellbeing Enable)$4.95 $4.95 $4.00 Pre-Certification /Utilization Mgmt (pepm)Included Included $2.00 Compass / Member Advocate $0.00 $0.00 $2.00 Telemedicine (24/7 call-a-doc)$1.50 $1.50 $1.45 Kempton Group $4.75 $4.75 $0.00 Nurseline Included Included $3.50 Large Case Management Included Included $2.00 PPO Access Fee (network) (Aetna & PBM)Included Included $18.85 Captive Expenses (phia, management, adm., website)N/A N/A $41.13 Run Out Admin Claim Fee N/A N/A $5.20 Out of Network Savings PEPM Charge N/A N/A N/A Total Admin Fees $40.70 $39.87 $102.13 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 1 year- Until 12/31/2020 Total Monthly Admin Fee $7,570.20 $7,415.82 $18,996.18 Annual Admin Fee $90,842.40 $88,989.84 $227,954.16 Annual Difference -($1,852.56)$137,111.76 % Difference --2.04%150.93% Annual Stop Loss Premiums $432,494.64 $445,373.28 $503,747.52 Annual Liability - Maximum Expected $2,350,128.60 $2,276,662.32 $2,374,842.48 Annual Total Charges $2,873,465.64 $2,811,025.44 $3,106,544.16 Annual Difference -($62,440.20)$233,078.52 % Difference --2.17%8.11% Page 378 Item 22. Town of Prosper Captive Marketing Analysis Effective Date: 1/1/2020 Page: 10 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX BevCap Proposed Plan + Envision RX Run-In N/A N/A N/A Run-Out $20.80 PEPM for 3 months $20.56 PEPM for 3 months Written notification is required to term the captive. 3 months of admin fee (Bevcap + Boon Chapman) Rx Administration Included in the fee Included in the fee; no carve out program Included in the fee; no carve out program Medical & RX Integration Included Included Included Allowances/ Credits N/A N/A N/A COBRA/ HIPAA Administration N/A Did not quote N/A SPD - Electronic Copy Included Included Included ID Cards - Customized Included Included; third party vendor can be added if approved by BCBS association Included; third party vendor can be added. Some of the customization is non-negotiable Accept Eligibility from BenefitFirst Yes Yes Yes Performance Guarantee N/A Not offered 90% of all claims received paid in 10 days or less. / Audit measures: 2% random audit/ Financial: 99%/ Payment: 95%/ Accuracy: 95% Subrogation The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. No cost - Included in Phia admin fee ($2.50PEPM) Wellness Programs Well On Target Online Portal Well On Target Online Portal. If added Wellbeing Empower coaching is available Voluntary biometric screening & wellness: $100 per employee per year fee ($18,600 annual) Centers of Excellence Providers BlueDistintion Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistintion Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy *Aetna Institutes of Excellence transplant network. Bariatric, Cardiac, Orthopedic surgery Bundle Pricing Arrangements N/A Do not offer, but willing to further discuss how to coordinate members Boon Chapman will handle the relationship with all vendors worked. They follow the Free Market Medical Association pillars Audit Duplicate Claims (4.3 questionnaire) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) *Auto-adjudicate less than 40% *Manually audit claims over $10K Kempton Group *$1,000 per claim fee. This fee is applicable for all claims higher than $1K *$1,000 per claim fee. This fee is applicable for all claims higher than $1K *Boon Chapman provides similar services than the Kempton Group. They will not work with Kempton Group. Out of Network Savings/Charge Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim *Boon Chapman receives 10% of achieved savings Miscellaneous / Notes *Bank Account to pay claims needs to be open for 12 months. *The run-off claims liability is $344.88 PEPM *Benefits Value Advisor: $2.95PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation *Boon Chapman is the administrator/ Berkley the stop loss carrier / BC Cayman is the Captive Name *Proposal eff date 10/1/19 *Captive Layer: $250K (27/15 contract) *Collateral Contribution for 1st Yr policy: $82,718 needs to be funded prior to effective date and paid in cash *Can administer HDHP *IBNR is not factor into the calculation. Page 379 Item 22. Town of Prosper Stop Loss Marketing Analysis Effective Date: 1/1/2020 Page: 11 Stop Loss Carrier BCBS Current Plan BCBS Renewal Plan BevCap / Berkley Proposed Plan Cigna Proposed Plan TPA / Network BCBS BCBS Boon Chapman Cigna SPECIFIC RETENTION $75,000 $75,000 $75,000 $75,000 Contract PAID PAID 24/12 12/15 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Unlimited Specific Rates Single 88 $163.71 $185.67 $91.42 $188.09 Family 98 $163.71 $185.67 $319.58 $188.09 Composite 186 $163.71 $185.67 $211.63 $188.09 $30,450.06 $34,534.62 $39,363.80 $34,984.74 $365,400.72 $414,415.44 $472,365.60 $419,816.88 Aggregate Rate Composite $30.06 $13.87 $14.06 $8.33 Monthly Accomodation Aggregate Monthly Premium $5,591.16 $2,579.82 $2,615.16 $1,549.38 Aggregate Annual Premium $67,093.92 $30,957.84 $31,381.92 $18,592.56 AGGREGATE RETENTION Contract PAID PAID 24/12 12/15 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Run-In Limit n/a n/a $445,283 n/a Maximum Reimbursement $1,000,000 $1,000,000 $1,000,000 Unlimited Corridor 125%125%120%125% Aggregate Factors Single 88 $1,052.93 $1,020.01 $485.16 $938.81 Family 98 $1,052.93 $1,020.01 $1,583.77 $938.81 Composite 186 $1,052.93 $1,020.01 $1,064.00 $938.81 Monthly Attachment Factor $195,844.05 $189,721.86 $197,903.54 $174,618.66 Annual Attachment Factor $2,350,128.60 $2,276,662.32 $2,374,842.48 $2,095,423.92 TOTAL FIXED COSTS Total Monthly Premium $36,041.22 $37,114.44 $41,978.96 $36,534.12 Total Annual Premium $432,494.64 $445,373.28 $503,747.52 $438,409.44 Annual Difference -$12,878.64 $71,252.88 $5,914.80 Percent Difference -2.98%16.47%1.37% Total Maximum Liability $2,782,623.24 $2,722,035.60 $2,878,590.00 $2,533,833.36 Annual Difference -($60,587.64)$95,966.76 ($248,789.88) Percent Difference --2.18%3.45%-8.94% Additional Comments:Run Off Claim Liability: $344.48 PEPM for 3 months *Run Off Claim Liability: $332.56 PEPM for 3 months *Stop Loss Renewal released 4-9 months prior to effective date: Can be locked in (via written acceptance) up to 45 calendar days after quote is released. After 45 days, this quote becomes illustrative *Illustrative rates. Need addt'l claim data. *Proposal based: losses incurred 10/1/18 - 12/31/20 & paid 10/1/19 - 12/31/20 *No new lasers & rate cap provisions at renewal *Stop Loss quote contingent on large claims thru 8/31/19 Specific Monthly Premium Specific Annual Premium Page 380 Item 22. Town of Prosper Stop Loss Marketing Analysis - Market Check $75,000 - BCBS Administrator Effective Date: 1/1/2020 Page 12 Stop Loss Carrier BCBS Current Plan BCBS Renewal Plan TMS Re Proposed Plan HM - Option 1 Proposed Plan HM - Option 2 Proposed Plan QBE - Option 1 Proposed Plan QBE - Option 2 Proposed Plan TPA / Network BCBS BCBS BCBS BCBS BCBS BCBS BCBS SPECIFIC RETENTION $75,000 $75,000 $75,000 $75,000 $75,000 $75,000 $75,000 Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Specific Rates Composite 186 $163.71 $185.67 $183.18 $205.00 $218.33 $194.45 $208.00 $30,450.06 $34,534.62 $34,071.48 $38,130.00 $40,609.38 $36,167.70 $38,688.00 $365,400.72 $414,415.44 $408,857.76 $457,560.00 $487,312.56 $434,012.40 $464,256.00 Aggregate Rate Composite $30.06 $13.87 $14.90 $11.40 $11.40 $6.76 $6.76 Monthly Accomodation Aggregate Monthly Premium $5,591.16 $2,579.82 $2,771.40 $2,120.40 $2,120.40 $1,257.36 $1,257.36 Aggregate Annual Premium $67,093.92 $30,957.84 $33,256.80 $25,444.80 $25,444.80 $15,088.32 $15,088.32 AGGREGATE RETENTION Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Run-In Limit n/a n/a n/a $362,907 $362,907 $421,887 $421,887 Maximum Reimbursement $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 Corridor 125%125%125%125%125%125%125% Aggregate Factors Composite 186 $1,052.93 $1,020.01 $1,045.06 $1,027.25 $1,027.25 $1,061.51 $1,061.51 Monthly Attachment Factor $195,844.05 $189,721.86 $194,381.16 $191,068.50 $191,068.50 $197,440.86 $197,440.86 Annual Attachment Factor $2,350,128.60 $2,276,662.32 $2,332,573.92 $2,292,822.00 $2,292,822.00 $2,369,290.32 $2,369,290.32 TOTAL FIXED COSTS Total Monthly Premium $36,041.22 $37,114.44 $36,842.88 $40,250.40 $42,729.78 $37,425.06 $39,945.36 Total Annual Premium $432,494.64 $445,373.28 $442,114.56 $483,004.80 $512,757.36 $449,100.72 $479,344.32 Annual Difference -$12,878.64 $9,619.92 $50,510.16 $80,262.72 $16,606.08 $46,849.68 Percent Difference -2.98%2.22%11.68%18.56%3.84%10.83% Total Maximum Liability $2,782,623.24 $2,722,035.60 $2,774,688.48 $2,775,826.80 $2,805,579.36 $2,818,391.04 $2,848,634.64 Annual Difference -($60,587.64)($7,934.76)($6,796.44)$22,956.12 $35,767.80 $66,011.40 Percent Difference --2.18%-0.29%-0.24%0.82%1.29%2.37% Additional Comments:Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Specific Monthly Premium Specific Annual Premium Page 381 Item 22. Town of Prosper Stop Loss Marketing Analysis - Market Check $100,000 - BCBS Administrator Effective Date: 1/1/2020 Page 13 Stop Loss Carrier BCBS Current Plan BCBS Renewal Plan TMS Re Proposed Plan HM - Option 1 Proposed Plan HM - Option 2 Proposed Plan QBE - Option 1 Proposed Plan QBE - Option 2 Proposed Plan TPA / Network BCBS BCBS BCBS BCBS BCBS BCBS BCBS SPECIFIC RETENTION $75,000 $75,000 $100,000 $100,000 $100,000 $100,000 $100,000 Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Specific Rates Composite 186 $163.71 $185.67 $145.97 $164.54 $175.24 $158.56 $169.57 $30,450.06 $34,534.62 $27,150.42 $30,604.44 $32,594.64 $29,492.16 $31,540.02 $365,400.72 $414,415.44 $325,805.04 $367,253.28 $391,135.68 $353,905.92 $378,480.24 Aggregate Rate Composite $30.06 $13.87 $18.68 $12.53 $12.53 $8.43 $8.43 Monthly Accomodation Aggregate Monthly Premium $5,591.16 $2,579.82 $3,474.48 $2,330.58 $2,330.58 $1,567.98 $1,567.98 Aggregate Annual Premium $67,093.92 $30,957.84 $41,693.76 $27,966.96 $27,966.96 $18,815.76 $18,815.76 AGGREGATE RETENTION Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Run-In Limit n/a n/a n/a $375,511 $375,511 $426,425 $426,425 Maximum Reimbursement $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 Corridor 125%125%125%125%125%125%125% Aggregate Factors Composite 186 $1,052.93 $1,020.01 $1,069.44 $1,071.42 $1,071.42 $1,072.93 $1,072.93 Monthly Attachment Factor $195,844.05 $189,721.86 $198,915.84 $199,284.12 $199,284.12 $199,564.98 $199,564.98 Annual Attachment Factor $2,350,128.60 $2,276,662.32 $2,386,990.08 $2,391,409.44 $2,391,409.44 $2,394,779.76 $2,394,779.76 TOTAL FIXED COSTS Total Monthly Premium $36,041.22 $37,114.44 $30,624.90 $32,935.02 $34,925.22 $31,060.14 $33,108.00 Total Annual Premium $432,494.64 $445,373.28 $367,498.80 $395,220.24 $419,102.64 $372,721.68 $397,296.00 Annual Difference -$12,878.64 ($64,995.84)($37,274.40)($13,392.00)($59,772.96)($35,198.64) Percent Difference -2.98%-15.03%-8.62%-3.10%-13.82%-8.14% Total Maximum Liability $2,782,623.24 $2,722,035.60 $2,754,488.88 $2,786,629.68 $2,810,512.08 $2,767,501.44 $2,792,075.76 Annual Difference -($60,587.64)($28,134.36)$4,006.44 $27,888.84 ($15,121.80)$9,452.52 Percent Difference --2.18%-1.01%0.14%1.00%-0.54%0.34% Additional Comments:Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Specific Monthly Premium Specific Annual Premium Page 382 Item 22. Town of Prosper Stop Loss Marketing Analysis - Market Check $75,000 - UMR Administrator Effective Date: 1/1/2020 Page 14 Stop Loss Carrier BCBS Current Plan BCBS Renewal Plan TMS Re Proposed Plan HM - Option 1 Proposed Plan HM - Option 2 Proposed Plan QBE - Option 1 Proposed Plan QBE - Option 2 Proposed Plan TPA / Network BCBS BCBS UMR UMR UMR UMR UMR SPECIFIC RETENTION $75,000 $75,000 $75,000 $75,000 $75,000 $75,000 $75,000 Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Specific Rates Composite 186 $163.71 $185.67 $201.18 $223.66 $238.20 $201.23 $215.25 $30,450.06 $34,534.62 $37,419.48 $41,600.76 $44,305.20 $37,428.78 $40,036.50 $365,400.72 $414,415.44 $449,033.76 $499,209.12 $531,662.40 $449,145.36 $480,438.00 Aggregate Rate Composite $30.06 $13.87 $15.66 $12.31 $12.31 $6.97 $6.97 Monthly Accomodation Aggregate Monthly Premium $5,591.16 $2,579.82 $2,912.76 $2,289.66 $2,289.66 $1,296.42 $1,296.42 Aggregate Annual Premium $67,093.92 $30,957.84 $34,953.12 $27,475.92 $27,475.92 $15,557.04 $15,557.04 AGGREGATE RETENTION Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Run-In Limit n/a n/a n/a $399,199 $399,199 $426,425 $426,425 Maximum Reimbursement $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 Corridor 125%125%125%125%125%125%125% Aggregate Factors Composite 186 $1,052.93 $1,020.01 $1,097.31 $1,129.98 $1,129.98 $1,093.36 $1,093.36 Monthly Attachment Factor $195,844.05 $189,721.86 $204,099.66 $210,176.28 $210,176.28 $203,364.96 $203,364.96 Annual Attachment Factor $2,350,128.60 $2,276,662.32 $2,449,195.92 $2,522,115.36 $2,522,115.36 $2,440,379.52 $2,440,379.52 TOTAL FIXED COSTS Total Monthly Premium $36,041.22 $37,114.44 $40,332.24 $43,890.42 $46,594.86 $38,725.20 $41,332.92 Total Annual Premium $432,494.64 $445,373.28 $483,986.88 $526,685.04 $559,138.32 $464,702.40 $495,995.04 Annual Difference -$12,878.64 $51,492.24 $94,190.40 $126,643.68 $32,207.76 $63,500.40 Percent Difference -2.98%11.91%21.78%29.28%7.45%14.68% Total Maximum Liability $2,782,623.24 $2,722,035.60 $2,933,182.80 $3,048,800.40 $3,081,253.68 $2,905,081.92 $2,936,374.56 Annual Difference -($60,587.64)$150,559.56 $266,177.16 $298,630.44 $122,458.68 $153,751.32 Percent Difference --2.18%5.41%9.57%10.73%4.40%5.53% Additional Comments:Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Specific Monthly Premium Specific Annual Premium Page 383 Item 22. Town of Prosper Stop Loss Marketing Analysis - Market Check $100,000 - UMR Administrator Effective Date: 1/1/2020 Page 15 Stop Loss Carrier BCBS Current Plan BCBS Renewal Plan TMS Re Proposed Plan HM - Option 1 Proposed Plan HM - Option 2 Proposed Plan QBE - Option 1 Proposed Plan QBE - Option 2 Proposed Plan TPA / Network BCBS BCBS UMR UMR UMR UMR UMR SPECIFIC RETENTION $75,000 $75,000 $100,000 $100,000 $100,000 $100,000 $100,000 Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Specific Rates Composite 186 $163.71 $185.67 $160.84 $179.85 $191.54 $164.28 $175.71 $30,450.06 $34,534.62 $29,916.24 $33,452.10 $35,626.44 $30,556.08 $32,682.06 $365,400.72 $414,415.44 $358,994.88 $401,425.20 $427,517.28 $366,672.96 $392,184.72 Aggregate Rate Composite $30.06 $13.87 $19.62 $13.49 $13.49 $8.69 $8.69 Monthly Accomodation Aggregate Monthly Premium $5,591.16 $2,579.82 $3,649.32 $2,509.14 $2,509.14 $1,616.34 $1,616.34 Aggregate Annual Premium $67,093.92 $30,957.84 $43,791.84 $30,109.68 $30,109.68 $19,396.08 $19,396.08 AGGREGATE RETENTION Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Run-In Limit n/a n/a n/a $416,365 $416,365 $426,425 $426,425 Maximum Reimbursement $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 Corridor 125%125%125%125%125%125%125% Aggregate Factors Composite 186 $1,052.93 $1,020.01 $1,122.91 $1,178.57 $1,178.57 $1,105.12 $1,105.12 Monthly Attachment Factor $195,844.05 $189,721.86 $208,861.26 $219,214.02 $219,214.02 $205,552.32 $205,552.32 Annual Attachment Factor $2,350,128.60 $2,276,662.32 $2,506,335.12 $2,630,568.24 $2,630,568.24 $2,466,627.84 $2,466,627.84 TOTAL FIXED COSTS Total Monthly Premium $36,041.22 $37,114.44 $33,565.56 $35,961.24 $38,135.58 $32,172.42 $34,298.40 Total Annual Premium $432,494.64 $445,373.28 $402,786.72 $431,534.88 $457,626.96 $386,069.04 $411,580.80 Annual Difference -$12,878.64 ($29,707.92)($959.76)$25,132.32 ($46,425.60)($20,913.84) Percent Difference -2.98%-6.87%-0.22%5.81%-10.73%-4.84% Total Maximum Liability $2,782,623.24 $2,722,035.60 $2,909,121.84 $3,062,103.12 $3,088,195.20 $2,852,696.88 $2,878,208.64 Annual Difference -($60,587.64)$126,498.60 $279,479.88 $305,571.96 $70,073.64 $95,585.40 Percent Difference --2.18%4.55%10.04%10.98%2.52%3.44% Additional Comments:Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Specific Monthly Premium Specific Annual Premium Page 384 Item 22. Disclaimer The following summary of coverages is to be used only as an overview of each policy written and in no way should it be used, nor is intended to be used, as a substitute for the original policy provisions. It has been prepared as a guideline for your reference only. The policy/policies contain conditions, limitations and exclusions which may affect or limit coverage to be provided and should be reviewed by the insured to verify that coverage has been written as requested. All of the information contained in this proposal is subject to the terms, conditions and limitations contained in the policies. Values are based on information provided by the client. THIS DOCUMENT IS PROPRIETARY, CONFIDENTIAL AND/OR PRIVILEGED AND IS INTENDED TO BE REVIEWED ONLY BY THE INDIVIDUAL AND/OR ENTITY TO WHICH IT IS ADDRESSED. IF YOU ARE NOT THE INTENDED RECIPIENT OR A REPRESENTATIVE OF THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY REVIEW, COPYING, DISCLOSURE AND/OR DISSEMINATION OF THIS DOCUMENT OR THE INFORMATION CONTAINED HEREIN IS PROHIBITED. McGRIFF, SEIBELS & WILLIAMS, INC. COMPENSATION STATEMENT Our principal remuneration for the placement and service of your insurance policy(ies) will be by commission (a proportion of the premium paid that is allowed to us by the insurance company(ies)) and/or a mutually agreed fee. You should be aware that we may receive additional income from the following sources:  Interest or Investment Income earned on insurance premiums.  Expense Allowances or Reimbursements from insurance companies and other vendors for (a) educational and professional development programs; (b) managing and administering certain binding authorities and other similar facilities, including claims which may arise; and (c) attendance at insurance company meetings and events; all of which we believe enable us to provide more efficient service and competitive terms to those clients for whom we consider the use of such facilities appropriate.  Tier II Commission (sometimes referred to as “extra compensation”) is exclusive to the placement of employee benefits insurance and is based on premium volume of new business and/or premium retention.  Contingent Commission (sometimes referred to as “profit sharing”) which can be based on profitability, premium volume, premium retention, and/or growth. If any part of your account is on a fee basis, we will not accept contingent commissions related to your account. If you have questions or desire additional information about remuneration and other income, please contact your Agent who will put you in touch with our Chief Risk Manager for assistance. If any part of your insurance program is placed through any BB&T-owned companies (including retail insurance brokers BB&T Insurance Services, Inc. and BB&T Insurance Services of California, Inc.; wholesale insurance brokers CRC Insurance Services, Inc. and Crump Life Insurance Services, Inc.; managing general underwriter AmRisc, LP; insurance premium finance company, Prime Rate Premium Finance Corporation, Inc. or affiliates; or BB&T Assurance Company, Ltd.) disclosure of that income will also be included. McGRIFF, SEIBELS & WILLIAMS, INC. THIRD PARTY DISCLAIMER From time to time, McGriff, Seibels & Williams, Inc. (“MSW”) may share opinions or content regarding third party entities, third party providers of services, or make referrals to third party products and/or services (“Third Party Entities, Products and/or Services”). Any such opinions or content regarding Third Party Entities, Products and/or Services, or links to third party websites shared or posted on MSW’s website or social media sites do not constitute an endorsement of any third party, individual, organization, service, or product by MSW, nor does such activity indicate an affiliation with or sponsorship by MSW. Any third party representations regarding their products or services contained in their written materials or on their websites are those of the respective authors and do not reflect the affirmation, concurrence or agreement of MSW, its employees, directors, officers, parents, or affiliates that those claims are accurate. MSW assumes no liability in connection with any Third Party Entities, Products and/or Services or for the storage or any related breach in connection with your confidential information by such third parties. Further, MSW does not accept any responsibility nor does it offer any warranty regarding the quality, accuracy, timeliness, reliability or any other aspect of such Third Party Entities, Products and/or Services. MSW expressly disclaims any warranty or liability for any acts, failure to act, errors or omissions by such third parties. Accordingly, you should conduct your own due diligence of any Third Party Entities, Products or Services prior to their engagement or use. Page 385 Item 22. PROPRIETARY AND CONFIDENTIAL Going Beyond The formulary RFP #2019-61-A: 2020 PBM Vendor Analysis Presented by: Adam Aguilar, Pharmacy Benefit Consultant Dawn Richardson, Account Executive Page 386 Item 22. ▪Aetna ▪AmWins –Did Not Submit Bid ▪BCBS of Texas ▪CapitalRx ▪CastiaRx –Did Not Submit Bid ▪CerpassRx –Did Not Submit Bid ▪CitizensRx –Did Not Submit Bid ▪Cigna ▪Express Scripts –Declined to Bid ▪Envolve Pharmacy Solutions –Did Not Submit Bid ▪Heritage Health Solutions ▪MedImpact –Did Not Submit Bid ▪OptumRx –Declined to Bid ▪ProAct ▪Roundstone Captive –Declined to Bid ▪Southern Scripts –Declined to Bid ▪UMR ▪WellDyne Vendors Solicited PROPRIETARY AND CONFIDENTIAL 2 Page 387 Item 22. Financial Analysis: Traditional PROPRIETARY AND CONFIDENTIAL 3 BCBS TX (CURRENT) BCBS of TX (PROPOSED)Aetna CapitalRx TRADITIONAL Cigna Heritage Health Solutions TRADITIONAL ProAct TRADITIONAL UMR (Optum) WellDyneRx TRADITIONAL Retail 30 Brand Ingredient Cost $132,433 $130,828 $131,631 $132,433 $129,704 $132,433 $131,229 $131,631 $133,236 Generic Ingredient Cost $72,885 $81,359 $71,190 $58,477 $90,682 $67,800 $67,800 $72,037 $67,800 Dispensing Fee $3,003 $3,230 $2,247 $2,107 $3,933 $2,528 $2,247 $1,966 $2,809 Administrative Fee $0 $0 $0 $18,961 $0 $0 $0 $0 $0 Retail 90 Brand Ingredient Cost $96,146 $97,644 $98,243 $94,649 $93,451 $95,847 $94,050 $95,847 $97,045 Generic Ingredient Cost $26,075 $29,800 $26,075 $21,419 $29,800 $22,350 $22,350 $26,386 $23,592 Dispensing Fee $549 $619 $0 $269 $753 $0 $0 $108 $0 Administrative Fee $0 $0 $0 $3,632 $0 $0 $0 $0 $0 Mail Order Service Brand Ingredient Cost $7,676 $7,676 $7,434 $7,338 $7,531 $7,338 $7,338 $7,386 $7,628 Generic Ingredient Cost $3,834 $4,382 $4,163 $3,724 $5,258 $3,724 $3,943 $4,217 $3,943 Dispensing Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 Administrative Fee $0 $0 $0 $203 $0 $0 $0 $0 $0 Specialty Brand Ingredient Cost $271,978 $271,978 $280,170 $278,532 $278,532 $270,340 $276,893 $271,978 $271,978 Generic Ingredient Cost $28 $28 $29 $29 $29 $28 $29 $28 $28 Dispensing Fee $7 $0 $0 $0 $0 $0 $0 $0 $0 Administrative Fee $0 $0 $0 $223 $0 $0 $0 $0 $0 Projected Cost -Before Rebates $614,615 $627,545 $621,182 $621,995 $639,673 $602,388 $605,880 $611,584 $608,059 $ Difference From Baseline -Before Rebates $12,930 $6,568 $7,380 $25,059 ($12,226)($8,735)($3,030)($6,556) % Difference From Baseline -Before Rebates 2.10%1.07%1.20%4.08%-1.99%-1.42%-0.49%-1.07% Rebates Rebate Revenue $0 ($75,330)($69,605)($143,930)$0 ($101,350)($126,219)($11,776)($79,590) APC Comp $0 $10,060 $10,060 $0 $10,060 $0 $0 $10,060 $0 Projected Cost -After Rebates $614,615 $562,274 $561,636 $478,065 $649,733 $501,038 $479,661 $609,868 $528,469 $ Difference From Baseline -After Rebates ($52,340)($52,978)($136,550)$35,118 ($113,576)($134,954)($4,747)($86,146) Annualized -$ Difference from Baseline -After Rebates % Difference From Baseline -After Rebates -8.52%-8.62%-22.22%5.71%-18.48%-21.96%-0.77%-14.02% This pricing is based on a 3-year agreement. This analysis should not be construed as a guarantee of savings. It is an assumption based on Rx claims: 01.2018 -12.2018 Rebate Estimates Include Specialty Rebates; Calculated Using Brand Specialty Claim Count Filled During Rx Claims Period. Action Pharmaceutical Consulting's Compensation is included in the pricing quote. Page 388 Item 22. Pros: ✓Offering a 1-Year Term Through 12/31/2020 ✓Owns Mail and Specialty Pharmacy’s Cons: Discounts are not Locked in for Three Years Did not Respond to Pharmacy RFP; Provided Carve-In Quote Through Medical RFP Pricing Assumes Aetna Administers both Medical and Pharmacy Benefits Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Single Source Generics are Not Included in Overall Generic Discount; Brand Discount Discounts and Dispensing Fee’s Quoted are Not Guaranteed Some Preferred Brands will Process at Tier 1, Generic Copay Tier No Grace Fills at Retail for Specialty Medications Aetna Estimated Savings After Rebates: -8.62%, -$52,978 Formulary Disruption: Unknown PROPRIETARY AND CONFIDENTIAL 4 Page 389 Item 22. Pros: ✓No Member Disruption or Re-Card ✓Ability to Offer Narrow Network w/ Deeper Discounts; CVS Excluded ✓100% of Desktop Audit Recoveries Credited to the Plan ✓Owns Specialty and Mail Order Pharmacy’s Through Partnership with Walgreens and Prime Therapeutics ✓Stand Alone Specialty Call Center ✓Specialty Supplies Included with Quote ✓Split-Fill Program at Specialty ✓Assumes Cost of Lost Specialty Medications ✓Ingredient Level Processing on Compounds ✓Loading of Historical Data Included in Quote ✓Clinical and Administrative Prior Authorizations are Included with Quote Cons: Carve-In Quote; Prime Therapeutics Required PBM Single Source Generics or Generics with 3 or Less Manufacturers Discounted as Brand Deviations to Terms and Definitions Not Notated in Response; BCBS Standard ASA Agreement Required 75% of Field Audit Recoveries Credited to the Plan Oral HIV and Transplant Medications Not Considered Specialty; No Specialty PA Attached Offering a PEPM Rebate Credit; Rebates Received Above Credit Retained by BCBS $3,500 Annual Fee for Blue Insight Online Reporting Access Did Not Provide References; Cited Incumbent as Reason BCBS of Texas (Prime Therapeutics) Estimated Savings After Rebates: -8.52%, -$52,340 Formulary Disruption: None PROPRIETARY AND CONFIDENTIAL 5 Page 390 Item 22. Pros: ✓Ability to Offer Narrow Network w/ Deeper Discounts; CVS or Walmart Excluded ✓Standard 80% of Audit Recoveries Credited to the Plan ✓Covers Cost of Lost Specialty Medications ✓Offers a Copay Card Accumulator Program with $$ Credited to the Plan; $50/Claim ✓Ingredient Level Processing on Compounds ✓Compound Dispense Fee’s Determined by Pharmacy and Passed Thru to Plan ✓Loading of Historical Data Included in Quote ✓Offering a $1,000 Implementation Allowance w/ $500 Annual Maintenance Allowance ✓Administrative Prior Authorizations $0 ✓Clinical Prior Authorizations $35; Lower Than Industry Standard of $50 ✓Online Reporting Access Cons: Pass Thru Pricing with $6.75 Per Claim Admin Fee Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Does Not Own Mail or Specialty Pharmacy; Contracts with MagellanRx and Walmart Specialty Supplies not Included in Pricing Specialty Call Center is not Stand-Alone; Integrated with Member Services Center Oral HIV and Transplant Medications Not Considered Specialty; No Specialty PA Attached Does not Currently have Split-Fill Program at Specialty; Can Build Based on Town Parameters Compound Dispense Fee’s Determined by Pharmacy and Passed Thru to Plan Member ID Cards $0.75 Per Card, New & Replacement; Can Be Offset with Implementation Credit CapitalRx Estimated Savings After Rebates: -22.22%, -$136,550 Formulary Disruption: 73.02% None, 19.24% Negative, 7.73% Excluded PROPRIETARY AND CONFIDENTIAL 6 Page 391 Item 22. Pros: ✓Current Vendor Relationship as Dental Provider ✓Owns Specialty and Mail Order Pharmacies; Accredo through ESI ✓Stand Alone Specialty Call Center ✓Specialty Supplies Included with Quote ✓Split-Fill Program at Specialty ✓Assumes Cost of Lost Specialty Medications ✓Ingredient Level Processing on Compounds ✓Loading of Historical Data Included in Quote ✓Clinical and Administrative Prior Authorizations are Included with Quote ✓$10,000 Implementation Credit with Copy of a Paid Invoice ✓Online Reporting Access; Cigna Access ✓$100,000 Transitional Credit with Offer Cons: Cannot Carve-Out; Must Adopt Medical, Prescription and Stop-Loss Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Did not Agree to Overall Generic Effective Rate Quoted Discounts are Estimates, Not Guaranteed Walgreens and Sam's Club Required Exclusion from Retail 90 Network 30% of Audit Recoveries Maintained by Cigna; Industry Standard is 20% Compound Dispensing Fee’s $10/Claim Does Not Offer Specialty Rebates Agreed to Terms and Conditions w/Caveats; Cigna Standard ASO Agreement Required Dispute Resolution, Brand Drug Definition, Generic Drug Definition, PG Reconciliation Process, Rebates Did not Include References; Available if Selected as Finalist Initial Deposit Required Prior to Go-Live Cigna Estimated Costs Above Current After Rebates: +5.71%, +$35,118 Formulary Disruption: 86.07% None, 3.94% Non-Preferred, 5.23% Not Covered (OTC PPI/NSA), 2.38% Excluded PROPRIETARY AND CONFIDENTIAL 7 Page 392 Item 22. Pros: ✓Agreed to Overall Generic Effective Rate ✓80% of Audit Recoveries Credited to the Plan ✓Stand Alone Specialty Call Center Thru Briova ✓Specialty Supplies Included with Quote ✓Split-Fill Program at Specialty ✓Assumes Cost of Lost Specialty Medications if Confirmed Delivery Issue ✓Offers a Copay Card Accumulator Program ✓Ingredient Level Processing on Compounds ✓Loading of Historical Data Included in Quote ✓Offering a $4 Per Member Implementation Credit with Submitted Invoice ✓Administrative Prior Authorizations $0 ✓Clinical Prior Authorizations $45; Lower Than Industry Standard of $50 Cons: Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Retail 90 Requires Choice of CVS Exclusive or Walgreens Exclusive; All Other Pharmacies Excluded Does Not Own Specialty or Mail Order; Briova Specialty & Optum Mail Order Compound Dispensing Fee’s $10/Claim Not Able to Provide Ingredient Level Compound Reporting Any Rebates Earned Above Minimum Guarantee Retained by Heritage DUR Included, RDUR Charged at $0.27 PMPM if Elected Does not Currently Have Online Reporting Access Did not Provide Formulary Disruption; Requires a Detailed Claims Data Report Heritage Health Solutions Estimated Savings After Rebates: -18.48%, -$113,576 Formulary Disruption: Unknown PROPRIETARY AND CONFIDENTIAL 8 Page 393 Item 22. Pros: ✓Agreed to Overall Generic Effective Rate ✓Can Offer Narrow Pharmacy Network with Deeper Discounts; Excludes CVS & Target ✓80% of Audit Recoveries Credited to the Plan ✓International Mail Order Program Available w/Cost Savings to the Plan & Member ✓Owns Specialty Pharmacy; Noble Health Services ✓Stand Alone Specialty Call Center ✓Specialty Supplies Included with Quote ✓Split-Fill Program at Specialty ✓Assumes Cost of Lost Specialty Medications if Confirmed Delivery Issue ✓Offers a Copay Card Accumulator Program ✓Ingredient Level Processing on Compounds ✓Compound Dispense Fee’s Same as Channel Guarantee ✓Offering a $4 Per Member Implementation Credit with Submitted Invoice ✓90% of Rebates Earned Above Guarantee are Passed on to the Plan ✓Administrative Prior Authorizations $0; Clinical Prior Authorizations $40; Lower Than Industry Standard of $50 ✓Online Reporting Access ✓Privately Held Company Cons: Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Loading of Historical Data $5,000; One-Time Cost Not Retained by ProAct –Can Use Implementation Credit to Offset Cost RFP Not Submitted Originally as Town Required; Updated Response Provided Did not Provide Formulary Disruption; Requires a Detailed Claims Data Report ProAct Rx Estimated Savings After Rebates: -21.96%, -$134,954 Formulary Disruption: Unknown PROPRIETARY AND CONFIDENTIAL 9 Page 394 Item 22. Pros: ✓Can Offer Narrow Pharmacy Network with Deeper Discounts; Excludes CVS or Walgreens ✓80% of Audit Recoveries Credited to the Plan ✓Owns Specialty & Mail Order Pharmacy’s ✓Stand Alone Specialty Call Center (Briova) ✓Specialty Supplies Included with Quote ✓Split-Fill Program at Specialty ✓Assumes Cost of Lost Specialty Medications if Confirmed Delivery Issue ✓Offers a Copay Card Accumulator Program ✓Ingredient Level Processing on Compounds ✓Loading of Historical Data at No Cost to the Plan ✓Clinical and Administrative Prior Authorizations Included in Cost ✓Online Reporting Access ✓Strong Clinical Programs Cons: Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Did not Agree to Overall Generic Effective Rate Compound Claim Dispensing Fee’s are $7.50/Claim No Implementation Credit Offered in RFP Rebates Offered are Offset with Rebate Fee Credit to Medical Agreed to Terms & Conditions with Caveats; Caveats Not Outlined in Response Assigned Staff and References Only Available if Selected as a Finalist UMR (OptumRx) Estimated Savings After Rebates: -0.77%, -$4,747 Formulary Disruption: No Disruption 92.0%, Non-Formulary 8.0% PROPRIETARY AND CONFIDENTIAL 10 Page 395 Item 22. Pros: ✓Privately Held Company ✓Owns Specialty & Mail Order Pharmacy’s ✓Stand Alone Specialty Call Center; US Specialty Care ✓Partial Fill Program ✓Offers a Copay Card Accumulator Program with $$ Credited to the Plan ✓Strong Clinical Programs Cons: Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes RFP Questionnaire Not Submitted; Unable to Provide by Deadline on Follow-Up Firm Information, Product/Service Information, References, & Proof of Insurance Not Submitted; Unable to Provide by Deadline on Follow-Up WellDyne Rx Estimated Savings After Rebates: -14.02%, -$86,146 Formulary Disruption: No Disruption 98.70%, Non-Formulary 0.83%, Excluded 0.47% PROPRIETARY AND CONFIDENTIAL 11 Page 396 Item 22. ▪ProAct Rx ▪Well known in the market place and manages over half-million member lives ▪Provided second largest estimated savings at 21% ▪WellDyne Rx ▪Larger PBM with new Upper Management ▪Provided the second largest savings at 14% ▪Capital Rx ▪Provided largest estimated savings of any vendor at 22% APC Recommendations PROPRIETARY AND CONFIDENTIAL 12 Page 397 Item 22. PROPRIETARY AND CONFIDENTIAL 13 Q&A Page 398 Item 22. This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. BCBS Inpatient Hospital Outpatient Hospital Office All Other Total Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Pre-Discount Claims In-Network $415,716.23 $1,149,694.45 $1,029,045.59 $404,711.95 $2,999,168.22 Repriced Claims In-Network $184,617.41 $493,976.42 $399,991.79 $168,145.34 $1,246,730.97 Discount Percentage 55.59%57.03%61.13%58.45%58.43%#DIV/0! Pre-Discount Claims Out-of-Network $0.00 $185,537.92 $57,165.35 $106,006.90 $348,710.17 Repriced Claims Out-of-Network $0.00 $37,993.00 $23,900.55 $23,975.56 $85,869.11 Discount Percentage 0.00%79.52%58.19%77.38%75.38%#DIV/0! Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Repriced Claims $184,617.41 $531,969.42 $423,892.34 $192,120.91 $1,332,600.08 Discount Percentage 55.59%60.16%60.98%62.38%60.20%#DIV/0! Bevcap Inpatient Hospital Outpatient Hospital Office All Other Total Pre-Discount Claims $3,347,878.39 Pre-Discount Claims In-Network $3,279,115.05 Repriced Claims In-Network $1,557,579.65 Discount Percentage 52.50% Pre-Discount Claims $3,279,115.05 Repriced Claims $1,557,579.65 Discount Percentage 52.50% *Bevcap repricing data was provided in summary format. Bevcap did not reprice out of network claims Repricing Analysis - Shared Records Town of Prosper Page 399 Item 22. This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. Repricing Analysis - Shared Records Town of Prosper Cigna Inpatient Hospital Outpatient Hospital Office All Other Total Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Pre-Discount Claims In-Network $414,970.23 $1,331,162.28 $980,251.19 $502,257.00 $3,228,640.70 Repriced Claims In-Network $188,509.93 $550,109.67 $397,871.78 $186,131.34 $1,322,622.72 Discount Percentage 54.57%58.67%59.41%62.94%59.03% Pre-Discount Claims Out-of-Network $746.00 $4,070.09 $105,959.75 $8,461.85 $119,237.69 Repriced Claims Out-of-Network $433.59 $2,365.62 $61,985.03 $4,935.07 $69,719.31 Discount Percentage 41.88%41.88%41.50%41.68%41.53% Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Repriced Claims $188,943.52 $552,475.29 $459,856.81 $191,066.40 $1,392,342.03 Discount Percentage 54.55%58.62%57.66%62.59%58.41% Maestro Inpatient Hospital Outpatient Hospital Office All Other Total Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Pre-Discount Claims In-Network $414,970.23 $1,325,592.28 $978,186.19 $470,083.65 $3,188,832.35 Repriced Claims In-Network $225,328.83 $544,818.43 $416,707.32 $212,007.73 $1,398,862.31 Discount Percentage 45.70%58.90%57.40%54.90%56.13% Pre-Discount Claims Out-of-Network $746.00 $9,640.09 $108,024.75 $40,635.20 $159,046.04 Repriced Claims Out-of-Network $405.08 $3,962.08 $46,018.54 $18,326.48 $68,712.17 Discount Percentage 45.70%58.90%57.40%54.90%56.80% Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Repriced Claims $225,733.91 $548,780.50 $462,725.86 $230,334.20 $1,467,574.48 Discount Percentage 45.70%58.90%57.40%54.90%56.16% *Maestro repricing data was provided in summary format Page 400 Item 22. This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. Repricing Analysis - Shared Records Town of Prosper UHC Inpatient Hospital Outpatient Hospital Office All Other Total Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Pre-Discount Claims In-Network $413,916.23 $1,247,780.61 $1,005,701.04 $401,562.06 $3,068,959.94 Repriced Claims In-Network $215,775.42 $515,411.33 $425,657.61 $144,479.93 $1,301,324.29 Discount Percentage 47.87%58.69%57.68%64.02%57.60% Pre-Discount Claims Out-of-Network $1,800.00 $87,451.76 $80,509.90 $109,156.79 $278,918.45 Repriced Claims Out-of-Network $848.57 $39,837.83 $34,979.67 $30,288.22 $105,954.29 Discount Percentage 52.86%54.45%56.55%72.25%62.01% Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Repriced Claims $216,623.99 $555,249.16 $460,637.28 $174,768.15 $1,407,278.58 Discount Percentage 47.89%58.42%57.59%65.78%57.97% Page 401 Item 22. This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. BCBS Aetna Bevcap Claims Pre-Discount Claims Pre-Discount Claims Pre-Discount Excluded Records 136 $44,976.64 Excluded Records 193 $122,574.68 Excluded Records 193 $122,574.68 Percent Excluded 0.94%1.28%Percent Excluded 1.33%3.48%Percent Excluded 1.33%3.48% In-Network Claims Pre-Discount In-Network Claims Pre-Discount In-Network Claims Pre-Discount Inpatient Hospital 308 $415,716.23 Inpatient Hospital 306 $414,970.23 Inpatient Hospital 306 $414,970.23 Outpatient Hospital 1,749 $1,149,694.45 Outpatient Hospital 1,829 $1,308,328.73 Outpatient Hospital 1,829 $1,308,328.73 Office 7,942 $1,029,045.59 Office 8,362 $1,075,684.62 Office 8,180 $1,065,210.02 Other 436 $404,711.95 Other 522 $503,392.07 Other 507 $490,606.07 Total 10,435 $2,999,168.22 Total 11,019 $3,302,375.65 Total 10,822 $3,279,115.05 Pct. In-Network Claims Pre-Discount Pct. In-Network Claims Pre-Discount Pct. In-Network Claims Pre-Discount Inpatient Hospital 100.00%100.00%Inpatient Hospital 99.35%99.82%Inpatient Hospital 99.35%99.82% Outpatient Hospital 91.57%86.10%Outpatient Hospital 95.76%97.99%Outpatient Hospital 95.76%97.99% Office 93.49%94.74%Office 98.43%99.03%Office 96.29%98.07% Other 82.73%79.24%Other 99.05%98.57%Other 96.20%96.06% Total 92.84%89.58%Total 98.03%98.64%Total 96.28%97.95% Disruption Analysis - Shared Records Town of Prosper Page 402 Item 22. This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. Disruption Analysis - Shared Records Town of Prosper Cigna Maestro UHC Claims Pre-Discount Claims Pre-Discount Claims Pre-Discount Excluded Records - $0.00 Excluded Records 32 $1,644.86 Excluded Records 3,039 $13,007.06 Percent Excluded 0.00%0.00%Percent Excluded 0.22%0.05%Percent Excluded 20.99%0.37% In-Network Claims Pre-Discount In-Network Claims Pre-Discount In-Network Claims Pre-Discount Inpatient Hospital 306 $414,970.23 Inpatient Hospital 306 $414,970.23 Inpatient Hospital 303 $413,916.23 Outpatient Hospital 1,859 $1,331,162.28 Outpatient Hospital 1,856 $1,325,592.28 Outpatient Hospital 1,814 $1,247,780.61 Office 7,393 $980,251.19 Office 7,379 $978,186.19 Office 7,632 $1,005,701.04 Other 517 $502,257.00 Other 486 $470,083.65 Other 438 $401,562.06 Total 10,075 $3,228,640.70 Total 10,027 $3,188,832.35 Total 10,187 $3,068,959.94 Pct. In-Network Claims Pre-Discount Pct. In-Network Claims Pre-Discount Pct. In-Network Claims Pre-Discount Inpatient Hospital 99.35%99.82%Inpatient Hospital 99.35%99.82%Inpatient Hospital 98.38%99.57% Outpatient Hospital 97.33%99.70%Outpatient Hospital 97.17%99.28%Outpatient Hospital 94.97%93.45% Office 87.03%90.25%Office 86.86%90.05%Office 89.84%92.59% Other 98.10%98.34%Other 92.22%92.04%Other 83.11%78.63% Total 89.64%96.44%Total 89.21%95.25%Total 90.63%91.67% Page 403 Item 22. 5080 Spectrum Drive, Suite 900E, Addison, Texas 75001 (469) 232-2100 Fax (469) 232-2101 Town of Prosper – Best and Final Offer Summary Below are the highlights of the responses from the vendors selected for the Best and Final Offer (BAFO) process. Even with the strong financial response from Blue Cross Blue Shield, it is McGriff’s recommendation that we still consider a move to UMR (United Healthcare) and Pro Act Rx (carving out PBM). This recommendation more closely aligns with the long term objectives of Town of Prosper: 1.) Control of Pharmacy Benefit Management Contract (PBM) 2.) Less Auto Adjudication of Claims 3.) Better Case Management Engagement and Reporting 4.) Ability to remove Out of Network (OON) Benefits without changing networks RFP - #2019-63-A 1.) Blue Cross Blue Shield of Texas • Reduced administration fee by $2.00 PEPM - $4,464 reduction based on 186 employees • Added wellness credit of $15,000 and will take full reduction off administration fees on February Bill • Added additional $15,000 credit to be used at client’s discretion and will take full reduction off administration fees on February Bill • Offered an HMO network option in order to eliminate Out-of-Network Benefits (OON) 2.) UMR (United Healthcare) • Two month premium holiday totaling $19,273.32 in administrative fee credits Page 404 Item 22. • Added wellness credit of $5,000 to help pay for Online Health Risk Assessment (HRA) and other items if money left over. • Added standard performance guarantees around claim administration services. RFP #2019-61-A 1.) Prime Rx (carved in through Blue Cross) • Offered a Performance Select Formulary under “BAFO 2” with a more restrictive formulary but increases rebate credits back to client. (Disruption to current utilization appears to be minimal). 2.) Pro Act Rx • Improved Mail Order pharmacy discounts by 1% for Brand and Generic medications. Lance Pendley Senior Vice President – Employee Benefits M C G RIFF, S EIBELS & W ILLIAMS, I NC. 5080 Spectrum Drive, Suite 900E Addison, Texas 75001 o. 469.232.6612| c. 469-.371.4343 lpendley@mcgriff.com www.mcgriff.com Helping our clients succeed since 1886. Integrity | In Touch | Invested | Innovative Page 405 Item 22. Town of Prosper Executive Summary Effective Date: 1/1/2020 Page: 1 ASO Administrator BCBS Current Plan (Carve In) BCBS Renewal Plan (Carve In) BCBS BAFO 1 Renewal Plan (Carve In) BCBS BAFO 2 Renewal Plan (Carve In) UMR Proposed Plan (Carve Out) UMR BAFO Proposed Plan (Carve Out) PBM Administrator Prime RX Prime RX Prime RX Prime RX ProAct RX ProAct RX Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network UHC Choice Plus Network UHC Choice Plus Network Annual ASO Admin. Fees (186)$76,892.40 $75,039.84 $70,575.84 $54,974.16 $126,799.92 $115,639.92 Medical Repricing Claims Estimate $1,039,230.20 $1,093,974.92 $1,093,974.92 $1,093,974.92 $1,118,370.56 $1,118,370.56 RX Claims $489,938.47 $529,133.55 $529,133.55 $529,133.55 $521,196.55 $521,196.55 Projected Rebates ----($126,219.00)($126,219.00) Wellness Credit - One Time $0.00 $0.00 ($15,000.00)($15,000.00)-($5,000.00) Run Out Admin Claims ----$11,606.40 $11,606.40 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 1 year- Until 12/31/2020 1 year- Until 12/31/2020 2 years- Until 12/31/2021 2 years- Until 12/31/2021 Estimated Total Annual Cost $1,606,061.07 $1,698,148.31 $1,678,684.31 $1,663,082.63 $1,651,754.43 $1,635,594.43 One time credit in Jan/Feb bill --($15,000.00)($15,000.00)-($19,273.32) $ Combined Difference over Current $92,087.24 $57,623.24 $42,021.56 $45,693.36 $10,260.04 Combined Percent over Current (Total)5.73%3.59%2.62%2.85%0.64% $ Combined Difference over Renewal ($19,464.00)($35,065.68)($46,393.88)($62,553.88) Combined Percent over Renewal (Total)-1.15%-2.06%-2.73%-3.68% This executive summary assumes the following: * Medical claims trended at 6% and repricing from carriers factored in. * Pharmacy claims trended at 10% and repricing from APC factored in. * Stop Loss cost is not factored in this analysis. RFP will go out late October. *IBNR (2.5 months of Medical & 0.5 months for RX): $495,125.95 *BCBS BAFO1: One time wellness credit of $15K. There will be an additional $15,000 admin credit for the February bill. *BCBS BAFO2: One time wellness credit of $15K. Performance Select Prescription Drug Rebate offered (It is a more restrive formulary). There will be an additional $15,000 admin credit for the February bill. *UMR BAFO: One time wellness credit of $5K. Performance Gurantee offered. One time fee: 2 months of UMR standard Medical Admin Fee waive - estimated amount $19,273.32. No stop loss integration fee, if selected a prefer vendor. Page 406 Item 22. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 2 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX BlueCross BlueShield BAFO 1 Renewal Plan + Prime RX BlueCross BlueShield BAFO 2 Renewal Plan + Prime RX UMR (Carve Out) Proposed Plan + ProAct RX UMR (Carve Out) BAFO Proposed Plan + ProAct RX Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network UHC Choice Plus Network UHC Choice Plus Network Set Up Fee / Captive Collateral N/A N/A N/A N/A N/A N/A Renewal Fee N/A N/A N/A N/A N/A N/A Administration Fees Medical Administration - Employee (186)$62.42 $62.42 $60.42 $60.42 $40.46 $40.46 RX Rebate Credit ($32.92)($33.75)($33.75)($40.74)$0.00 $0.00 Stop Loss Interface Fee Included Included Included Included $5.00 $0.00 Disease Management (BCBS-Wellbeing Enable)$4.95 $4.95 $4.95 $4.95 $3.85 $3.85 Pre-Certification /Utilization Mgmt (pepm)Included Included Included Included Included Included Nurse line Included Included Included Included $0.50 $0.50 Large Case Management Included Included Included Included Included Included PPO Access Fee (network) Included Included Included Included Included Included Out of Network Savings PEPM Charge N/A N/A N/A N/A $4.00 $4.00 External PBM Interface Fee N/A N/A N/A N/A $3.00 $3.00 Total Admin Fees $34.45 $33.62 $31.62 $24.63 $56.81 $51.81 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 1 year- Until 12/31/2020 1 year- Until 12/31/2020 2 years- Until 12/31/2021 2 years- Until 12/31/2021 Total Monthly Admin Fee $6,407.70 $6,253.32 $5,881.32 $4,581.18 $10,566.66 $9,636.66 Annual Admin Fee $76,892.40 $75,039.84 $70,575.84 $54,974.16 $126,799.92 $115,639.92 One time Wellness Credit & Admin Fee Waive --($30,000.00)($30,000.00)-($24,273.32) Admin total after Credit $76,892.40 $75,039.84 $40,575.84 $24,974.16 $126,799.92 $91,366.60 Annual Difference -($1,852.56)($36,316.56)($51,918.24)$49,907.52 $14,474.20 % Difference --2.41%-47.23%-67.52%64.91%18.82% RX Expected Rebates $0.00 $0.00 $0.00 $0.00 ($126,219.00)($126,219.00) Projected Cost After Rebates $76,892.40 $75,039.84 $40,575.84 $24,974.16 $580.92 ($34,852.40) Annual Difference -($1,852.56)($36,316.56)($51,918.24)($76,311.48)($111,744.80) % Difference --2%-47%-68%-99.24%-145.33% Run-In N/A N/A N/A N/A Excludes Run - In Excludes Run - In Run-Out $20.80 PEPM for 3 months $20.56 PEPM for 3 months $20.56 PEPM for 3 months $20.56 PEPM for 3 months 2 months of admin fee; administer 6 mon of claims 2 months of admin fee; administer 6 mon of claims Rx Administration Included in the fee Included in the fee; no carve out program Included in the fee; no carve out program Included in the fee; no carve out program For carve out available - vendors require prior approval, additional fees may be applied For carve out available - vendors require prior approval, additional fees may be applied Medical & RX Integration Included Included Included Included Included Included Allowances/ Credits N/A N/A *One time wellness credit of $15K *One time wellness credit of $15K $5,000 one time implementation credit - requires a 3 year agreement *Wellness credit of $5K *2 months of UMR standard Medical Admin Fee waive - estimated amount $19,273.32 COBRA/ HIPAA Administration N/A Did not quote Did not quote Did not quote $1.05 pepm $1.05 pepm SPD - Electronic Copy Included Included Included Included Included Included ID Cards - Customized Included Included; third party vendor can be added if approved by BCBS association Included; third party vendor can be added if approved by BCBS association Included; third party vendor can be added if approved by BCBS association Included; third party vendor can be added Included; third party vendor can be added Accept Eligibility from BenefitFirst Yes Yes Yes Yes Yes Yes Page 407 Item 22. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 3 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX BlueCross BlueShield BAFO 1 Renewal Plan + Prime RX BlueCross BlueShield BAFO 2 Renewal Plan + Prime RX UMR (Carve Out) Proposed Plan + ProAct RX UMR (Carve Out) BAFO Proposed Plan + ProAct RX Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network UHC Choice Plus Network UHC Choice Plus Network Additional Information Performance Guarantee N/A Not offered Not offered Not offered None Offered. See document for details Subrogation The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. Partners with Optum, claims with possible third party liability are flagged and additional information is requested from the member, 30% of recovered savings Credit Balance Recovery - 20% of recovered savings Partners with Optum, claims with possible third party liability are flagged and additional information is requested from the member, 30% of recovered savings Credit Balance Recovery - 20% of recovered savings Wellness Programs Well On Target Online Portal Well On Target Online Portal. If added Wellbeing Empower coaching is available *One time wellness credit of $15K Well On Target Online Portal. If added Wellbeing Empower coaching is available *One time wellness credit of $15K Well On Target Online Portal. If added Wellbeing Empower coaching is available UMR likes to take a customized approach to wellness and prefer to walk through the groups current program to address needs. Live Rewards included. Additional Programs for a fee *Wellness credit of $5K Online HRA is $6.50 per completed risk assessment. This cost can be paid with the wellness credit budget. Centers of Excellence Providers BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy Bariatric, Complex Cancers, Congenital Heart Disease, Infertility, Kidney Disease (clinical support program), Fertility, Spine & Joint Surgeries & Solid Organ - Bone Marrow/Stem Cell Transplant Services - additional pepms apply for each center Bariatric, Complex Cancers, Congenital Heart Disease, Infertility, Kidney Disease (clinical support program), Fertility, Spine & Joint Surgeries & Solid Organ - Bone Marrow/Stem Cell Transplant Services - additional pepms apply for each center Bundle Pricing Arrangements N/A Do not offer, but willing to further discuss how to coordinate members Do not offer, but willing to further discuss how to coordinate members Do not offer, but willing to further discuss how to coordinate members Does not have their own, can process bundled pricing-written in providers contract with UHC as a single rate of reimbursement for the bundled service Does not have their own, can process bundled pricing-written in providers contract with UHC as a single rate of reimbursement for the bundled service Audit Duplicate Claims (4.3 questionnaire) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Use 7 data elements to check for duplicate charges. Claims greater than $25,000 are audited- Town can lower this threshold, 73% of claims auto adjudicated. Use 7 data elements to check for duplicate charges. Claims greater than $25,000 are audited- Town can lower this threshold, 73% of claims auto adjudicated. Out of Network Savings/Charge Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Advanced Claim Review - 30% of savings NPC & MNRP - 22% of savings *$50,000/claim savings cap Advanced Claim Review - 30% of savings NPC & MNRP - 22% of savings *$50,000/claim savings cap Miscellaneous / Notes *Bank Account to pay claims needs to be open for 12 months. *The run-off claims liability is $344.88 PEPM *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation *PBM: Performance Select Prescription Drug Rebate offered in BAFO *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation *Year 3 fees increase. See proposal. *Network Access Fee Excludes direct contracts *Telemedicine - $1.25 - add dermatology no addtl cost - Behavioral Health $0.30 pepm *Will assign claims processing/customer service location(s) if named as finalist - 8 national locations (1 in TX) *Maternity Management - $0.65 pepm *Interactive Reporting - $0.40 pepm *Added pricing for dental, STD and vision administration, COBRA and FSA *Implementation: 90 days *Stop Loss interface fee waived is using preferred vendor: BP, Berkley, Optum, QBE, Sun Life, SwissRe, Symetra, Tokio Marine HCC, Voya, Zurich *Year 3 fees increase. See proposal. *Network Access Fee Excludes direct contracts *Telemedicine - $1.25 - add dermatology no addtl cost - Behavioral Health $0.30 pepm *Will assign claims processing/customer service location(s) if named as finalist - 8 national locations (1 in TX) *Maternity Management - $0.65 pepm *Interactive Reporting - $0.40 pepm *Added pricing for dental, STD and vision administration, COBRA and FSA *Implementation: 90 days *Stop Loss interface fee waived is using preferred vendor: BP, Berkley, Optum, QBE, Sun Life, SwissRe, Symetra, Tokio Marine HCC, Voya, Zurich Page 408 Item 22. Disclaimer The following summary of coverages is to be used only as an overview of each policy written and in no way should it be used, nor is intended to be used, as a substitute for the original policy provisions. It has been prepared as a guideline for your reference only. The policy/policies contain conditions, limitations and exclusions which may affect or limit coverage to be provided and should be reviewed by the insured to verify that coverage has been written as requested. All of the information contained in this proposal is subject to the terms, conditions and limitations contained in the policies. Values are based on information provided by the client. THIS DOCUMENT IS PROPRIETARY, CONFIDENTIAL AND/OR PRIVILEGED AND IS INTENDED TO BE REVIEWED ONLY BY THE INDIVIDUAL AND/OR ENTITY TO WHICH IT IS ADDRESSED. IF YOU ARE NOT THE INTENDED RECIPIENT OR A REPRESENTATIVE OF THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY REVIEW, COPYING, DISCLOSURE AND/OR DISSEMINATION OF THIS DOCUMENT OR THE INFORMATION CONTAINED HEREIN IS PROHIBITED. McGRIFF, SEIBELS & WILLIAMS, INC. COMPENSATION STATEMENT Our principal remuneration for the placement and service of your insurance policy(ies) will be by commission (a proportion of the premium paid that is allowed to us by the insurance company(ies)) and/or a mutually agreed fee. You should be aware that we may receive additional income from the following sources:  Interest or Investment Income earned on insurance premiums.  Expense Allowances or Reimbursements from insurance companies and other vendors for (a) educational and professional development programs; (b) managing and administering certain binding authorities and other similar facilities, including claims which may arise; and (c) attendance at insurance company meetings and events; all of which we believe enable us to provide more efficient service and competitive terms to those clients for whom we consider the use of such facilities appropriate.  Tier II Commission (sometimes referred to as “extra compensation”) is exclusive to the placement of employee benefits insurance and is based on premium volume of new business and/or premium retention.  Contingent Commission (sometimes referred to as “profit sharing”) which can be based on profitability, premium volume, premium retention, and/or growth. If any part of your account is on a fee basis, we will not accept contingent commissions related to your account. If you have questions or desire additional information about remuneration and other income, please contact your Agent who will put you in touch with our Chief Risk Manager for assistance. If any part of your insurance program is placed through any BB&T-owned companies (including retail insurance brokers BB&T Insurance Services, Inc. and BB&T Insurance Services of California, Inc.; wholesale insurance brokers CRC Insurance Services, Inc. and Crump Life Insurance Services, Inc.; managing general underwriter AmRisc, LP; insurance premium finance company, Prime Rate Premium Finance Corporation, Inc. or affiliates; or BB&T Assurance Company, Ltd.) disclosure of that income will also be included. McGRIFF, SEIBELS & WILLIAMS, INC. THIRD PARTY DISCLAIMER From time to time, McGriff, Seibels & Williams, Inc. (“MSW”) may share opinions or content regarding third party entities, third party providers of services, or make referrals to third party products and/or services (“Third Party Entities, Products and/or Services”). Any such opinions or content regarding Third Party Entities, Products and/or Services, or links to third party websites shared or posted on MSW’s website or social media sites do not constitute an endorsement of any third party, individual, organization, service, or product by MSW, nor does such activity indicate an affiliation with or sponsorship by MSW. Any third party representations regarding their products or services contained in their written materials or on their websites are those of the respective authors and do not reflect the affirmation, concurrence or agreement of MSW, its employees, directors, officers, parents, or affiliates that those claims are accurate. MSW assumes no liability in connection with any Third Party Entities, Products and/or Services or for the storage or any related breach in connection with your confidential information by such third parties. Further, MSW does not accept any responsibility nor does it offer any warranty regarding the quality, accuracy, timeliness, reliability or any other aspect of such Third Party Entities, Products and/or Services. MSW expressly disclaims any warranty or liability for any acts, failure to act, errors or omissions by such third parties. Accordingly, you should conduct your own due diligence of any Third Party Entities, Products or Services prior to their engagement or use. Page 409 Item 22. Page 1 of 2 To: Mayor and Town Council From: Kala Smith, Director of Human Resources Through: Harlan Jefferson, Town Manager Re: Town Council Meeting – September 24, 2019 Agenda Item: Consider and act upon awarding RFP No. 2019-61-A for Pharmacy Benefits Management Services to ProAct, Inc., and authorizing the Town Manager to execute all documents for the same. Description of Agenda Item: The Town requested proposals (RFP No. 2019-61-A) from qualified providers for Pharmacy Benefits Management Services (PBM). The Town received eight responses by the due date and time. Respondents were required to submit information, in order to facilitate evaluation based on the following criteria: 1. Scope of Services, Coverage, and Professional Competence; 2. Cost of Services, Network Discounts, and Rate Guarantees; 3. Reporting Capabilities and Financial Resources; and 4. Reference and Experience with Similar Clients, and Qualifications. The evaluation committee was comprised of three staff members, representatives from the Town’s benefits consultant McGriff, Seibels & Williams, Inc., and the Town’s pharmacy consultant Action Pharmaceutical Consulting. The evaluation committee scored each submittal in accordance with the evaluation criteria as stated above. The evaluation scores are attached titled ‘2019-61-A Evaluation Scores.’ The RFP responses and the evaluation committee’s recommendations were reviewed by the Council Benefits Subcommittee on August 20, 2019. Based on the direction from the Council Benefits Subcommittee, Best and Final requests were sent to Prime Rx (Blue Cross Blue Shield of Texas) and ProAct Rx. Based on these evaluations and the Best and Final Offers received, it is the recommendation of the Council Benefits Subcommittee to award the contract to ProAct Rx, the best value proposal for an initial contract term of three years with optional one-year renewal periods. Also attached is the analysis presented to the Benefits Subcommittee on August 20, 2019, and the Best and Final Analysis presented to the committee on September 16, 2019. Through awarding the contract for Pharmacy Benefits Management Services to ProAct Rx, the Town will benefit from increased pharmacy rebates, greater control of the PBM contract, and the ability to audit PBM performance through the Town’s pharmacy consultant, Action Pharmaceutical Consulting. Prosper is a place where everyone matters. HUMAN RESOURCES Page 410 Item 23. Page 2 of 2 Budget Impact: The Town’s FY 2019-2020 budgeted costs for pharmacy claims is included in the Town’s Health Trust Fund. Subsequent annual expenditures will be subject to appropriations granted in future fiscal years. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the HIPAA Rules Business Associate Agreement and ProAct, Inc. Service Agreement as to form and legality. Attached Documents: 1. 2019-61-A Evaluation Scores 2. Benefits Committee RFP Analysis Report 3. Best and Final Analysis Report 4. HIPAA Rules Business Associate Agreement 5. ProAct, Inc. Service Agreement Town Staff Recommendation: Town staff recommends awarding RFP No. 2019-61-A for Pharmacy Benefits Management Services to ProAct Rx, Inc., and authorizing the Town Manager to execute all documents for the same. Proposed Motion: I move to award RFP No. 2019-61-A for Pharmacy Benefits Management Services to ProAct Rx, Inc., and authorize the Town Manager to execute all documents for the same. Page 411 Item 23. RFP NO. 2019-61-A EVALUATION MATRIX Evaluation Criteria Weighting WEIGHTED SCORE WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE Scope of Services, Coverage, Professional Competence 30%3.00 0.90 3.00 0.90 5.00 1.50 3.00 0.90 5.00 1.50 5.00 1.50 7.00 2.10 3.00 0.90 Cost of Services, Network Discounts, Rate Guarantees 40%3.00 1.20 5.00 2.00 5.00 2.00 3.00 1.20 5.00 2.00 3.00 1.20 10.00 4.00 5.00 2.00 Reporting Capabilities, Financial Resources 15%3.00 0.45 5.00 0.75 3.00 0.45 5.00 0.75 3.00 0.45 7.00 1.05 7.00 1.05 3.00 0.45 References and Experience with Similar Clients, Qualifications 15%3.00 0.45 7.00 1.05 3.00 0.45 3.00 0.45 3.00 0.45 3.00 0.45 7.00 1.05 3.00 0.45 TOTAL 100%3.00 4.70 4.40 3.30 4.40 4.20 8.20 3.80 ProAct Inc.WellDyneRxOptumRx, Inc.Heritage Health Solutions, Inc. PHARMACY BENEFITS MANAGEMENT SERVICES ONLY Blue Cross and Blue Shield of Texas (BCBSTX) Capital Rx LLC Cigna Health and Life Insurance Company Aetna (offered under RFP No. 2019-63-A) Page 412 Item 23. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. ASO Medical, Captive Benefits & Pharmacy Benefit Management Services RFP Analysis Presented by: Lance Pendley, Senior Vice President –McGriff, Seibels & Williams Cristina Palacios, Account Executive –McGriff, Seibels & Williams McGRIFF, SEIBELS & WILLIAMS, INC. Page 413 Item 23. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Agenda •RFP Marketing Analysis •Medical Analysis & Scoring •PBM Analysis •Pros & Cons •Disruption •Provider/Facility Disruption •RX Disruption Page 414 Item 23. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Medical Analysis & Scoring ASO Administrator BCBS Current Plan (Carve In) BCBS Renewal Plan (Carve In) Aetna Proposed Plan (Carve In) Cigna Proposed Plan (Carve In) IBA Proposed Plan (Carve Out) Maestro Health Proposed Plan (Carve Out) UMR Proposed Plan (Carve Out) Bev Cap Proposed Plan (Carve In) PBM Administrator Prime RX Prime RX CVS Focused 90 CVS Value ProAct RX ProAct RX ProAct RX Envision Rx Network BlueChoice PPO Network BlueChoice PPO Network Aetna Open Access Managed Choice Network Open Access Plus Network Cigna PPO Network Cigna PPO Network UHC Choice Plus Network Aetna PPO Annual ASO Admin. Fees (186)$76,892.40 $75,039.84 $47,898.72 $75,330.00 $99,100.80 $116,421.12 $126,799.92 $216,347.76 Medical Repricing Claims Estimate $1,039,230.20 $1,093,974.92 $1,176,023.04 $1,113,557.07 $1,138,171.51 $1,138,171.51 $1,118,370.56 $1,176,023.04 RX Claims $489,938.47 $529,133.55 $523,842.22 $539,716.22 $521,196.55 $521,196.55 $521,196.55 $529,133.55 Projected Rebates / APC Fee $10,060.00 $10,060.00 $10,060.00 ($55,800.00)($126,219.00)($126,219.00)($126,219.00)$10,060.00 Run Out Admin Claims --$11,606.40 $11,606.40 $11,606.40 $11,606.40 $11,606.40 $11,606.40 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 3 years- Until 12/31/2022 1 year- Until 12/31/2020* 2 years- Until 12/31/2021 3 years- Until 12/31/2022 2 years- Until 12/31/2021 1 year- Until 12/31/2020 Estimated Total Annual Cost $1,616,121.07 $1,708,208.31 $1,769,430.38 $1,684,409.69 $1,643,856.26 $1,661,176.58 $1,651,754.43 $1,943,170.75 $ Combined Difference over Current $92,087.24 $153,309.30 $68,288.62 $27,735.18 $45,055.50 $35,633.36 $327,049.68 Combined Percent over Current (Total)5.70%9.49%4.23%1.72%2.79%2.20%20.24% $ Combined Difference over Renewal $61,222.06 ($23,798.62)($64,352.06)($47,031.74)($56,453.88)$234,962.44 Combined Percent over Renewal (Total)3.58%-1.39%-3.77%-2.75%-3.30%13.75% This executive summary assumes the following: * Medical claims trended at 6% and repricing from carriers factored in * Pharmacy claims trended at 10% and repricing from APC factored in *IBNR (2.5 months of Medical & 0.5 months for RX): $495,125.95 *Rebate Consideration: Carve In solutions will not pay the fee of APC of $10,060. Cigna gives 50% RX rebate sharing - equates an estimated amount of $25 PEPM *IBA did not submit repricing and disruption file or summary. On Medical Repricing Claim Estimate, we are assuming Maestro information for IBA. *Aetna did not sumit repricing file or summary. On Medical Repricing Claim Estimate, we are assuming BevCap information for Aetna. *Cigna rate guarantee for Yr 2 &3: 3% increase. *BevCap Collateral of $82,718. Collateral needed before the effective date. This amount is not considered in the executive summary calculation. Envision RX does offer rebate sharing. Open to work with other PBM's. Page 415 Item 23. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. PBM Analysis BCBS of TX (CURRENT) BCBS of TX (PROPOSED) ProAct Rx TRADITIONAL Retail 30 Brand Ingredient Cost $132,433 $130,828 $131,229 Generic Ingredient Cost $72,885 $81,359 $67,800 Dispensing Fee $3,003 $3,230 $2,247 Administrative Fee $0 $0 $0 Retail 90 Brand Ingredient Cost $96,146 $97,644 $94,050 Generic Ingredient Cost $26,075 $29,800 $22,350 Dispensing Fee $549 $619 $0 Administrative Fee $0 $0 $0 Mail Order Service Brand Ingredient Cost $7,676 $7,676 $7,338 Generic Ingredient Cost $3,834 $4,382 $3,943 Dispensing Fee $0 $0 $0 Administrative Fee $0 $0 $0 Specialty Brand Ingredient Cost $271,978 $271,978 $276,893 Generic Ingredient Cost $28 $28 $29 Dispensing Fee $7 $0 $0 Administrative Fee $0 $0 $0 Projected Cost -Before Rebates $614,615 $627,545 $605,880 $ Difference From Baseline -Before Rebates $12,930 ($8,735) % Difference From Baseline -Before Rebates 2.10%-1.42% Rebates Rebate Revenue $0 ($75,330)($126,219) APC Comp $0 $10,060 $0 Projected Cost -After Rebates $614,615 $562,274 $479,661 $ Difference From Baseline -After Rebates ($52,340)($134,954) Annualized -$ Difference from Baseline -After Rebates % Difference From Baseline -After Rebates -8.52%-21.96% This pricing is based on a 3-year agreement. This analysis should not be construed as a guarantee of savings. It is an assumption based on Rx claims: 01.2018-12.2018 Rebate Estimates Include Specialty Rebates; Calculated Using Brand Specialty Claim Count Filled During Rx Claims Period. Action Pharmaceutical Consulting's Compensation is included in the pricing quote. Page 416 Item 23. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Observations –Medical BCBS of Texas UMR Pro's & Con's Yes Yes Broad Network Yes Yes Online Reporting Access; Member Portal; Mobile App Solution Yes No Selection of Medical Vendor Requires Preferred PBM Vendor Yes Yes Receive EDI Files with BenefitFirst Yes Yes Provided References No No RFP Submitted Originally as Town Required; Updated Response Provided No No Performance Guarantee Offered No Yes Allowance / Credit Yes Yes ID Cards Customization Yes No Online Wellness Program Available with No Extra Fees Yes Yes Centers of Excellence Yes Yes Stop Loss Carve Out Flexibility No Yes Multiple Year Rate Guarantee No Yes Member Disruption; Network Disruption N/A Yes Charge for Historical Loading of Data Page 417 Item 23. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Observations –PBM BCBS of Texas ProAct Rx Pro's & Con's No Yes Agreed to Overall Generic Effective Rate Yes No Deviations from Terms and Definitions in RFP Language Yes No Selection of Medical Vendor Requires Preferred PBM Vendor Yes Yes Can Offer Narrow Pharmacy Network with Deeper Discounts Yes Yes Audit Recoveries Credited to the Plan No Yes International Mail Order Program Available w/Cost Savings to the Plan & Member Yes Yes Owns Specialty Pharmacy Yes Yes Stand Alone Specialty Call Center Yes Yes Specialty Supplies Included with Quote Yes Yes Split-Fill Program at Specialty Yes Yes Assumes Cost of Lost Specialty Medications if Confirmed Delivery Issue No Yes Offers a Copay Card Accumulator Program Yes Yes Ingredient Level Processing on Compounds Yes Yes Compound Dispense Fee’s Same as Channel Guarantee No Yes Offering a $4 Per Member Implementation Credit with Submitted Invoice No Yes Rebates Earned Above Guarantee are Passed on to the Plan Yes No No Cost for Prior Authorizations Yes Yes Online Reporting Access No Yes Privately Held Company No Yes Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes No Yes Charge for Historical Loading of Data Yes No RFP Submitted Originally as Town Required; Updated Response Provided No Yes Provided References Page 418 Item 23. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Disruption Analysis This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. Disruption Analysis - Shared Records Town of Prosper BCBS Claims Pre-Discount Excluded Records 136 $44,976.64 Percent Excluded 0.94%1.28% In-Network Claims Pre-Discount Inpatient Hospital 308 $415,716.23 Outpatient Hospital 1,749 $1,149,694.45 Office 7,942 $1,029,045.59 Other 436 $404,711.95 Total 10,435 $2,999,168.22 Pct. In-Network Claims Pre-Discount Inpatient Hospital 100.00%100.00% Outpatient Hospital 91.57%86.10% Office 93.49%94.74% Other 82.73%79.24% Total 92.84%89.58% UHC Claims Pre-Discount Excluded Records 3,039 $13,007.06 Percent Excluded 20.99%0.37% In-Network Claims Pre-Discount Inpatient Hospital 303 $413,916.23 Outpatient Hospital 1,814 $1,247,780.61 Office 7,632 $1,005,701.04 Other 438 $401,562.06 Total 10,187 $3,068,959.94 Pct. In-Network Claims Pre-Discount Inpatient Hospital 98.38%99.57% Outpatient Hospital 94.97%93.45% Office 89.84%92.59% Other 83.11%78.63% Total 90.63%91.67%Page 419 Item 23. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Provider/Facility Disruption Provider Name Provider City Zip Code Claimants Services Service Category PUMPS IT INC HOUSTON 77070 1 409 HOME BOSTON HEART DIAGNOSTICS CORPORAT FRAMINGHAM 01702 1 51 OFFICE SYNERGENE LABORATORY LLC HOUSTON 77058 1 39 OFFICE CRYSTAL HANKEL DENTON 76201 1 39 OFFICE BRLI GENPATH DIAGNOSTICS INC HOUSTON 77054 4 16 OFFICE BENJAMIN CRABB FRISCO 75033 1 13 OFFICE KYLE CORREIA PROSPER 75078 1 11 OFFICE MP3 LAB INC DALLAS 75204 2 10 OFFICE MICHAEL WOODS PLANO 75093 2 10 OFFICE DORIAN APONTE DENTON 76209 1 9 OFFICE AMBER GALIPP MCKINNEY 75071 1 8 OFFICE BOSTON HEART DIAGNOSTICS CORP FRAMINGHAM 01702 1 5 OFFICE REBECCA PAWLEY DOWNEY FRISCO 75033 1 5 OFFICE KAI MEDICAL LABORATORY DALLAS 75247 2 4 OFFICE HEIDI JOHANSON MCKINNEY 75070 1 4 OFFICE BROCK PIERCE MCKINNEY 75071 1 4 OFFICE RAMAKRISHNA VELURI GARLAND 75042 1 3 INPATIENT HOSPITAL LESLEY HERRERA DENTON 76209 1 3 OFFICE LAURA SWARTWOOD MCKINNEY 75070 1 2 OUTPATIENT HOSPITAL LIFEWATCH SERVICES INC ROSEMONT 60018 1 2 OFFICE GARY DONOVITZ ARLINGTON 76017 1 2 OFFICE CAROLYN LYDE LEWISVILLE 75057 1 2 OFFICE MAJORS MEDICAL SERVICE DALLAS 75235 1 2 HOME NXGEN MDX LLC GRAND RAPIDS 49504 1 1 OFFICE KIMBERLY SCHAIVE DALLAS 75247 1 1 OUTPATIENT HOSPITAL GERALD GARCIA PLANO 75074 1 1 OUTPATIENT HOSPITAL DANIEL WANN SHERMAN 75092 1 1 OUTPATIENT HOSPITAL BENJAMIN CRABB FRISCO 75033 1 1 EMERGENCY ROOM TIMOTHY VASSBERG ALLEN 75002 1 1 OFFICE SADIA SIDDIQUI SACHSE 75048 1 1 OFFICE ACCESS DX LABORATORY LLC HOUSTON 77025 1 0 OFFICE WESTSIDE SURGICAL HOSPITAL HOUSTON 77027 1 -16 OUTPATIENT HOSPITAL Page 420 Item 23. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. RX Disruption Page 421 Item 23. McGRIFF, SEIBELS & WILLIAMS, INC. MSW information within this document is confidential & proprietary. ©2018 McGriff, Seibels & Williams, Inc. Appendix 1.Medical Marketing Analysis with Stop Loss Quotes 2.PBM Marketing Analysis 3.Repricing Analysis 4.Disruption Analysis Page 422 Item 23. Town of Prosper Medical ASO and Captive Bid List Effective Date: 1/1/2020 Page 1 Vendor AM Best Notes Aetna A (Excellent)On the spreadsheet BCBSTX A (Excellent)Incumbent - On the spreadsheet Cigna A (Excellent)On the spreadsheet Healthcare Highways NR Declined to Quote IBA NR On the spreadsheet Maetsro NR On the spreadsheet UMR / UHC A (Excellent)On the spreadsheet Bev Cap / Berkley NR / A+ Superior On the spreadsheet Roundstone NR Declined to Quote Medical ASO Captive This is not an insurance contract: This proposal is for comparison purposes only. Please refer to certificate booklet or proposal for additional details, including limitations and exclusions. Final rates and benefits will be determined by actual enrollment and plan selection. Page 423 Item 23. Town of Prosper Executive Summary Effective Date: 1/1/2020 Page: 2 ASO Administrator BCBS Current Plan (Carve In) BCBS Renewal Plan (Carve In) Aetna Proposed Plan (Carve In) Cigna Proposed Plan (Carve In) IBA Proposed Plan (Carve Out) Maestro Health Proposed Plan (Carve Out) UMR Proposed Plan (Carve Out) Bev Cap Proposed Plan (Carve In) PBM Administrator Prime RX Prime RX CVS Focused 90 CVS Value ProAct RX ProAct RX ProAct RX Envision Rx Network BlueChoice PPO Network BlueChoice PPO Network Aetna Open Access Managed Choice Network Open Access Plus Network Cigna PPO Network Cigna PPO Network UHC Choice Plus Network Aetna PPO Annual ASO Admin. Fees (186)$76,892.40 $75,039.84 $47,898.72 $75,330.00 $99,100.80 $116,421.12 $126,799.92 $216,347.76 Medical Repricing Claims Estimate $1,039,230.20 $1,093,974.92 $1,176,023.04 $1,113,557.07 $1,138,171.51 $1,138,171.51 $1,118,370.56 $1,176,023.04 RX Claims $489,938.47 $529,133.55 $523,842.22 $539,716.22 $521,196.55 $521,196.55 $521,196.55 $529,133.55 Projected Rebates / APC Fee $10,060.00 $10,060.00 $10,060.00 ($55,800.00)($126,219.00)($126,219.00)($126,219.00)$10,060.00 Run Out Admin Claims --$11,606.40 $11,606.40 $11,606.40 $11,606.40 $11,606.40 $11,606.40 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 3 years- Until 12/31/2022 1 year- Until 12/31/2020* 2 years- Until 12/31/2021 3 years- Until 12/31/2022 2 years- Until 12/31/2021 1 year- Until 12/31/2020 Estimated Total Annual Cost $1,616,121.07 $1,708,208.31 $1,769,430.38 $1,684,409.69 $1,643,856.26 $1,661,176.58 $1,651,754.43 $1,943,170.75 $ Combined Difference over Current $92,087.24 $153,309.30 $68,288.62 $27,735.18 $45,055.50 $35,633.36 $327,049.68 Combined Percent over Current (Total)5.70%9.49%4.23%1.72%2.79%2.20%20.24% $ Combined Difference over Renewal $61,222.06 ($23,798.62)($64,352.06)($47,031.74)($56,453.88)$234,962.44 Combined Percent over Renewal (Total)3.58%-1.39%-3.77%-2.75%-3.30%13.75% This executive summary assumes the following: * Medical claims trended at 6% and repricing from carriers factored in * Pharmacy claims trended at 10% and repricing from APC factored in *IBNR (2.5 months of Medical & 0.5 months for RX): $495,125.95 *Rebate Consideration: Carve In solutions will not pay the fee of APC of $10,060. Cigna gives 50% RX rebate sharing - equates an estimated amount of $25 PEPM *IBA did not submit repricing and disruption file or summary. On Medical Repricing Claim Estimate, we are assuming Maestro information for IBA. *Aetna did not sumit repricing file or summary. On Medical Repricing Claim Estimate, we are assuming BevCap information for Aetna. *Cigna rate guarantee for Yr 2 &3: 3% increase. *BevCap Collateral of $82,718. Collateral needed before the effective date. This amount is not considered in the executive summary calculation. Envision RX does offer rebate sharing. Open to work with other PBM's. Page 424 Item 23. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 3 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Set Up Fee / Captive Collateral N/A N/A Renewal Fee N/A N/A Administration Fees Medical Administration - Employee (186)$62.42 $62.42 RX Rebate Credit ($32.92)($33.75) Stop Loss Interface Fee Included Included Disease Management (BCBS-Wellbeing Enable)$4.95 $4.95 Pre-Certification /Utilization Mgmt (pepm)Included Included Nurse line Included Included Large Case Management Included Included PPO Access Fee (network) Included Included Out of Network Savings PEPM Charge N/A N/A External PBM Interface Fee N/A N/A Total Admin Fees $34.45 $33.62 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 Total Monthly Admin Fee $6,407.70 $6,253.32 Annual Admin Fee $76,892.40 $75,039.84 Annual Difference -($1,852.56) % Difference --2.41% RX Expected Rebates $0.00 $0.00 APC Fee $0.00 $10,060.00 Projected Cost After Rebates $76,892.40 $85,099.84 Annual Difference -$8,207.44 % Difference -11% Run-In N/A N/A Run-Out $20.80 PEPM for 3 months $20.56 PEPM for 3 months Rx Administration Included in the fee Included in the fee; no carve out program Medical & RX Integration Included Included Allowances/ Credits N/A N/A COBRA/ HIPAA Administration N/A Did not quote SPD - Electronic Copy Included Included ID Cards - Customized Included Included; third party vendor can be added if approved by BCBS association Accept Eligibility from BenefitFirst Yes Yes Page 425 Item 23. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 4 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Additional Information Performance Guarantee N/A Not offered Subrogation The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. Wellness Programs Well On Target Online Portal Well On Target Online Portal. If added Wellbeing Empower coaching is available Centers of Excellence Providers BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy Bundle Pricing Arrangements N/A Do not offer, but willing to further discuss how to coordinate members Audit Duplicate Claims (4.3 questionnaire) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Out of Network Savings/Charge Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Miscellaneous / Notes *Bank Account to pay claims needs to be open for 12 months. *The run-off claims liability is $344.88 PEPM *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation Page 426 Item 23. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 5 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Set Up Fee / Captive Collateral N/A N/A Renewal Fee N/A N/A Administration Fees Medical Administration - Employee (186)$62.42 $62.42 RX Rebate Credit ($32.92)($33.75) Stop Loss Interface Fee Included Included Disease Management (BCBS-Wellbeing Enable)$4.95 $4.95 Pre-Certification /Utilization Mgmt (pepm)Included Included Nurse line Included Included Large Case Management Included Included PPO Access Fee (network) Included Included Out of Network Savings PEPM Charge N/A N/A External PBM Interface Fee N/A N/A Total Admin Fees $34.45 $33.62 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 Total Monthly Admin Fee $6,407.70 $6,253.32 Annual Admin Fee $76,892.40 $75,039.84 Annual Difference -($1,852.56) % Difference --2.41% RX Expected Rebates $0.00 $0.00 APC Fee $0.00 $10,060.00 Projected Cost After Rebates $76,892.40 $85,099.84 Annual Difference -$8,207.44 % Difference -11% Run-In N/A N/A Run-Out $20.80 PEPM for 3 months $20.56 PEPM for 3 months Rx Administration Included in the fee Included in the fee; no carve out program Medical & RX Integration Included Included Allowances/ Credits N/A N/A COBRA/ HIPAA Administration N/A Did not quote SPD - Electronic Copy Included Included ID Cards - Customized Included Included; third party vendor can be added if approved by BCBS association Accept Eligibility from BenefitFirst Yes Yes Maestro Health Proposed Plan + ProAct RX Cigna PPO Network N/A N/A $32.00 $0.00 Included $4.00 Included $1.00 $95/hr billed in 6 min increments $15.16 N/A N/A $52.16 3 years- Until 12/31/2022 $9,701.76 $116,421.12 $39,528.72 51.41% ($126,219.00) $0.00 ($9,797.88) ($86,690.28) -112.74% N/A 4 months of admin fee; administer 12 mon of claims Carve out, Yes Included N/A Included in the fee Included; uses PHIA Group Included; third party vendor can be added Yes Page 427 Item 23. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 6 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Additional Information Performance Guarantee N/A Not offered Subrogation The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. Wellness Programs Well On Target Online Portal Well On Target Online Portal. If added Wellbeing Empower coaching is available Centers of Excellence Providers BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy Bundle Pricing Arrangements N/A Do not offer, but willing to further discuss how to coordinate members Audit Duplicate Claims (4.3 questionnaire) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Out of Network Savings/Charge Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Miscellaneous / Notes *Bank Account to pay claims needs to be open for 12 months. *The run-off claims liability is $344.88 PEPM *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation Maestro Health Proposed Plan + ProAct RX Cigna PPO Network Willing to develop one mutually agreed upon (willing to put 10% adm fee at risk) 25% of recovered savings HEALTHYme for an addt'l cost *Does not have a network of providers. *$1.75PEPM Healthcare Blue Book *$4.50 Price MD's bundled surgeries *See PMD's bundled list for details of services available *Willing to work with current provider Yes, claims are identify by DOS, provider, and billed amount. No auto-adjudications of claims. Claim analyst looks at each claim. *If repriced with a RBP vendor (6 degrees) they keep 15% of savings on OON. If program is with Cigna, the cost is 30% of savings. *Location: Charlotte, NC *Implementation: 90 days *Disease management catastrophic: $95/Hr in 6 minute increment *Telemedicine: $1.75PEPM Page 428 Item 23. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 7 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Set Up Fee / Captive Collateral N/A N/A Renewal Fee N/A N/A Administration Fees Medical Administration - Employee (186)$62.42 $62.42 RX Rebate Credit ($32.92)($33.75) Stop Loss Interface Fee Included Included Disease Management (BCBS-Wellbeing Enable)$4.95 $4.95 Pre-Certification /Utilization Mgmt (pepm)Included Included Nurse line Included Included Large Case Management Included Included PPO Access Fee (network) Included Included Out of Network Savings PEPM Charge N/A N/A External PBM Interface Fee N/A N/A Total Admin Fees $34.45 $33.62 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 Total Monthly Admin Fee $6,407.70 $6,253.32 Annual Admin Fee $76,892.40 $75,039.84 Annual Difference -($1,852.56) % Difference --2.41% RX Expected Rebates $0.00 $0.00 APC Fee $0.00 $10,060.00 Projected Cost After Rebates $76,892.40 $85,099.84 Annual Difference -$8,207.44 % Difference -11% Run-In N/A N/A Run-Out $20.80 PEPM for 3 months $20.56 PEPM for 3 months Rx Administration Included in the fee Included in the fee; no carve out program Medical & RX Integration Included Included Allowances/ Credits N/A N/A COBRA/ HIPAA Administration N/A Did not quote SPD - Electronic Copy Included Included ID Cards - Customized Included Included; third party vendor can be added if approved by BCBS association Accept Eligibility from BenefitFirst Yes Yes UMR (Carve In) Proposed Plan + Optum RX* UMR (Carve Out) Proposed Plan + ProAct RX UHC Choice Plus Network UHC Choice Plus Network N/A N/A N/A N/A $40.46 $40.46 ($31.75)$0.00 $5.00 $5.00 $3.85 $3.85 Included Included $0.50 $0.50 Included Included Included Included $4.00 $4.00 N/A $3.00 $22.06 $56.81 2 years- Until 12/31/2021 2 years- Until 12/31/2021 $4,103.16 $10,566.66 $49,237.92 $126,799.92 ($27,654.48)$51,760.08 -35.97%68.98% ($11,776.00)($126,219.00) $10,060.00 $0.00 $47,521.92 $580.92 ($29,370.48)($76,311.48) -38.20%-99.24% Excludes Run - In Excludes Run - In 2 months of admin fee; administer 6 mon of claims 2 months of admin fee; administer 6 mon of claims Included in the fee For carve out available - vendors require prior approval, additional fees may be applied Included Included $5,000 one time implementation credit - requires a 3 year agreement $5,000 one time implementation credit - requires a 3 year agreement $1.05 pepm $1.05 pepm Included Included Included; third party vendor can be added Included; third party vendor can be added Yes Yes Page 429 Item 23. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 8 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX Network BlueChoice PPO Network BlueChoice PPO Network Additional Information Performance Guarantee N/A Not offered Subrogation The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. Wellness Programs Well On Target Online Portal Well On Target Online Portal. If added Wellbeing Empower coaching is available Centers of Excellence Providers BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy Bundle Pricing Arrangements N/A Do not offer, but willing to further discuss how to coordinate members Audit Duplicate Claims (4.3 questionnaire) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Out of Network Savings/Charge Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Miscellaneous / Notes *Bank Account to pay claims needs to be open for 12 months. *The run-off claims liability is $344.88 PEPM *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation UMR (Carve In) Proposed Plan + Optum RX* UMR (Carve Out) Proposed Plan + ProAct RX UHC Choice Plus Network UHC Choice Plus Network None None Partners with Optum, claims with possible third party liability are flagged and additional information is requested from the member, 30% of recovered savings Credit Balance Recovery - 20% of recovered savings Partners with Optum, claims with possible third party liability are flagged and additional information is requested from the member, 30% of recovered savings Credit Balance Recovery - 20% of recovered savings UMR likes to take a customized approach to wellness and prefer to walk through the groups current program to address needs. Live Rewards included. Additional Programs for a fee UMR likes to take a customized approach to wellness and prefer to walk through the groups current program to address needs. Live Rewards included. Additional Programs for a fee Bariatric, Complex Cancers, Congenital Heart Disease, Infertility, Kidney Disease (clinical support program), Fertility, Spine & Joint Surgeries & Solid Organ - Bone Marrow/Stem Cell Transplant Services - additional pepms apply for each center Bariatric, Complex Cancers, Congenital Heart Disease, Infertility, Kidney Disease (clinical support program), Fertility, Spine & Joint Surgeries & Solid Organ - Bone Marrow/Stem Cell Transplant Services - additional pepms apply for each center Does not have their own, can process bundled pricing-written in providers contract with UHC as a single rate of reimbursement for the bundled service Does not have their own, can process bundled pricing-written in providers contract with UHC as a single rate of reimbursement for the bundled service Use 7 data elements to check for duplicate charges. Claims greater than $25,000 are audited- Town can lower this threshold, 73% of claims auto adjudicated. Use 7 data elements to check for duplicate charges. Claims greater than $25,000 are audited- Town can lower this threshold, 73% of claims auto adjudicated. Advanced Claim Review - 30% of savings NPC & MNRP - 22% of savings *$50,000/claim savings cap Advanced Claim Review - 30% of savings NPC & MNRP - 22% of savings *$50,000/claim savings cap *Network Access Fee Excludes direct contracts *Telemedicine - $1.25 - add dermatology no addtl cost - Behavioral Health $0.30 pepm *Year 3 rate $42.90, Rebate credits remain same Year 2 & 3 *Will assign claims processing/customer service location(s) if named as finalist - 8 national locations (1 in TX) *3 PDL options with different RX credits - Premium PDL rebate shown. (Select $22 - Select Comprehensive $27) *Maternity Management - $0.65 pepm *Interactive Reporting - $0.40 pepm *Added pricing for dental, STD and vision administration, COBRA and FSA *Implementation: 90 days *Stop Loss interface fee waived is using preferred vendor: BP, Berkley, Optum, QBE, Sun Life, SwissRe, Symetra, Tokio Marine HCC, Voya, Zurich *Network Access Fee Excludes direct contracts *Telemedicine - $1.25 - add dermatology no addtl cost - Behavioral Health $0.30 pepm *Year 3 rate $42.90, Rebate credits remain same Year 2 & 3 *Will assign claims processing/customer service location(s) if named as finalist - 8 national locations (1 in TX) *Maternity Management - $0.65 pepm *Interactive Reporting - $0.40 pepm *Added pricing for dental, STD and vision administration, COBRA and FSA *Implementation: 90 days *Stop Loss interface fee waived is using preferred vendor: BP, Berkley, Optum, QBE, Sun Life, SwissRe, Symetra, Tokio Marine HCC, Voya, Zurich Page 430 Item 23. Town of Prosper Captive Marketing Analysis Effective Date: 1/1/2020 Page: 9 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX BevCap Proposed Plan + Envision RX Network BlueChoice PPO Network BlueChoice PPO Network Open Choice Aetna Network Set Up Fee / Captive Collateral N/A N/A $82,718 Renewal Fee N/A N/A N/A Administration Fees Medical Administration - Employee (186)$62.42 $62.42 $18.00 RX Rebate Credit ($32.92)($33.75)N/A Stop Loss Interface Fee Included Included $4.00 Disease Management (BCBS-Wellbeing Enable)$4.95 $4.95 $4.00 Pre-Certification /Utilization Mgmt (pepm)Included Included $2.00 Compass / Member Advocate $0.00 $0.00 $2.00 Telemedicine (24/7 call-a-doc)$1.50 $1.50 $1.45 Kempton Group $4.75 $4.75 $0.00 Nurseline Included Included $3.50 Large Case Management Included Included $2.00 PPO Access Fee (network) (Aetna & PBM)Included Included $18.85 Captive Expenses (phia, management, adm., website)N/A N/A $41.13 Run Out Admin Claim Fee N/A N/A $5.20 Out of Network Savings PEPM Charge N/A N/A N/A Total Admin Fees $40.70 $39.87 $102.13 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 1 year- Until 12/31/2020 Total Monthly Admin Fee $7,570.20 $7,415.82 $18,996.18 Annual Admin Fee $90,842.40 $88,989.84 $227,954.16 Annual Difference -($1,852.56)$137,111.76 % Difference --2.04%150.93% Annual Stop Loss Premiums $432,494.64 $445,373.28 $503,747.52 Annual Liability - Maximum Expected $2,350,128.60 $2,276,662.32 $2,374,842.48 Annual Total Charges $2,873,465.64 $2,811,025.44 $3,106,544.16 Annual Difference -($62,440.20)$233,078.52 % Difference --2.17%8.11% Page 431 Item 23. Town of Prosper Captive Marketing Analysis Effective Date: 1/1/2020 Page: 10 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX BevCap Proposed Plan + Envision RX Run-In N/A N/A N/A Run-Out $20.80 PEPM for 3 months $20.56 PEPM for 3 months Written notification is required to term the captive. 3 months of admin fee (Bevcap + Boon Chapman) Rx Administration Included in the fee Included in the fee; no carve out program Included in the fee; no carve out program Medical & RX Integration Included Included Included Allowances/ Credits N/A N/A N/A COBRA/ HIPAA Administration N/A Did not quote N/A SPD - Electronic Copy Included Included Included ID Cards - Customized Included Included; third party vendor can be added if approved by BCBS association Included; third party vendor can be added. Some of the customization is non-negotiable Accept Eligibility from BenefitFirst Yes Yes Yes Performance Guarantee N/A Not offered 90% of all claims received paid in 10 days or less. / Audit measures: 2% random audit/ Financial: 99%/ Payment: 95%/ Accuracy: 95% Subrogation The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. No cost - Included in Phia admin fee ($2.50PEPM) Wellness Programs Well On Target Online Portal Well On Target Online Portal. If added Wellbeing Empower coaching is available Voluntary biometric screening & wellness: $100 per employee per year fee ($18,600 annual) Centers of Excellence Providers BlueDistintion Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistintion Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy *Aetna Institutes of Excellence transplant network. Bariatric, Cardiac, Orthopedic surgery Bundle Pricing Arrangements N/A Do not offer, but willing to further discuss how to coordinate members Boon Chapman will handle the relationship with all vendors worked. They follow the Free Market Medical Association pillars Audit Duplicate Claims (4.3 questionnaire) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) *Auto-adjudicate less than 40% *Manually audit claims over $10K Kempton Group *$1,000 per claim fee. This fee is applicable for all claims higher than $1K *$1,000 per claim fee. This fee is applicable for all claims higher than $1K *Boon Chapman provides similar services than the Kempton Group. They will not work with Kempton Group. Out of Network Savings/Charge Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim *Boon Chapman receives 10% of achieved savings Miscellaneous / Notes *Bank Account to pay claims needs to be open for 12 months. *The run-off claims liability is $344.88 PEPM *Benefits Value Advisor: $2.95PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation *Boon Chapman is the administrator/ Berkley the stop loss carrier / BC Cayman is the Captive Name *Proposal eff date 10/1/19 *Captive Layer: $250K (27/15 contract) *Collateral Contribution for 1st Yr policy: $82,718 needs to be funded prior to effective date and paid in cash *Can administer HDHP *IBNR is not factor into the calculation. Page 432 Item 23. Town of Prosper Stop Loss Marketing Analysis Effective Date: 1/1/2020 Page: 11 Stop Loss Carrier BCBS Current Plan BCBS Renewal Plan BevCap / Berkley Proposed Plan Cigna Proposed Plan TPA / Network BCBS BCBS Boon Chapman Cigna SPECIFIC RETENTION $75,000 $75,000 $75,000 $75,000 Contract PAID PAID 24/12 12/15 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Unlimited Specific Rates Single 88 $163.71 $185.67 $91.42 $188.09 Family 98 $163.71 $185.67 $319.58 $188.09 Composite 186 $163.71 $185.67 $211.63 $188.09 $30,450.06 $34,534.62 $39,363.80 $34,984.74 $365,400.72 $414,415.44 $472,365.60 $419,816.88 Aggregate Rate Composite $30.06 $13.87 $14.06 $8.33 Monthly Accomodation Aggregate Monthly Premium $5,591.16 $2,579.82 $2,615.16 $1,549.38 Aggregate Annual Premium $67,093.92 $30,957.84 $31,381.92 $18,592.56 AGGREGATE RETENTION Contract PAID PAID 24/12 12/15 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Run-In Limit n/a n/a $445,283 n/a Maximum Reimbursement $1,000,000 $1,000,000 $1,000,000 Unlimited Corridor 125%125%120%125% Aggregate Factors Single 88 $1,052.93 $1,020.01 $485.16 $938.81 Family 98 $1,052.93 $1,020.01 $1,583.77 $938.81 Composite 186 $1,052.93 $1,020.01 $1,064.00 $938.81 Monthly Attachment Factor $195,844.05 $189,721.86 $197,903.54 $174,618.66 Annual Attachment Factor $2,350,128.60 $2,276,662.32 $2,374,842.48 $2,095,423.92 TOTAL FIXED COSTS Total Monthly Premium $36,041.22 $37,114.44 $41,978.96 $36,534.12 Total Annual Premium $432,494.64 $445,373.28 $503,747.52 $438,409.44 Annual Difference -$12,878.64 $71,252.88 $5,914.80 Percent Difference -2.98%16.47%1.37% Total Maximum Liability $2,782,623.24 $2,722,035.60 $2,878,590.00 $2,533,833.36 Annual Difference -($60,587.64)$95,966.76 ($248,789.88) Percent Difference --2.18%3.45%-8.94% Additional Comments:Run Off Claim Liability: $344.48 PEPM for 3 months *Run Off Claim Liability: $332.56 PEPM for 3 months *Stop Loss Renewal released 4-9 months prior to effective date: Can be locked in (via written acceptance) up to 45 calendar days after quote is released. After 45 days, this quote becomes illustrative *Illustrative rates. Need addt'l claim data. *Proposal based: losses incurred 10/1/18 - 12/31/20 & paid 10/1/19 - 12/31/20 *No new lasers & rate cap provisions at renewal *Stop Loss quote contingent on large claims thru 8/31/19 Specific Monthly Premium Specific Annual Premium Page 433 Item 23. Town of Prosper Stop Loss Marketing Analysis - Market Check $75,000 - BCBS Administrator Effective Date: 1/1/2020 Page 12 Stop Loss Carrier BCBS Current Plan BCBS Renewal Plan TMS Re Proposed Plan HM - Option 1 Proposed Plan HM - Option 2 Proposed Plan QBE - Option 1 Proposed Plan QBE - Option 2 Proposed Plan TPA / Network BCBS BCBS BCBS BCBS BCBS BCBS BCBS SPECIFIC RETENTION $75,000 $75,000 $75,000 $75,000 $75,000 $75,000 $75,000 Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Specific Rates Composite 186 $163.71 $185.67 $183.18 $205.00 $218.33 $194.45 $208.00 $30,450.06 $34,534.62 $34,071.48 $38,130.00 $40,609.38 $36,167.70 $38,688.00 $365,400.72 $414,415.44 $408,857.76 $457,560.00 $487,312.56 $434,012.40 $464,256.00 Aggregate Rate Composite $30.06 $13.87 $14.90 $11.40 $11.40 $6.76 $6.76 Monthly Accomodation Aggregate Monthly Premium $5,591.16 $2,579.82 $2,771.40 $2,120.40 $2,120.40 $1,257.36 $1,257.36 Aggregate Annual Premium $67,093.92 $30,957.84 $33,256.80 $25,444.80 $25,444.80 $15,088.32 $15,088.32 AGGREGATE RETENTION Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Run-In Limit n/a n/a n/a $362,907 $362,907 $421,887 $421,887 Maximum Reimbursement $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 Corridor 125%125%125%125%125%125%125% Aggregate Factors Composite 186 $1,052.93 $1,020.01 $1,045.06 $1,027.25 $1,027.25 $1,061.51 $1,061.51 Monthly Attachment Factor $195,844.05 $189,721.86 $194,381.16 $191,068.50 $191,068.50 $197,440.86 $197,440.86 Annual Attachment Factor $2,350,128.60 $2,276,662.32 $2,332,573.92 $2,292,822.00 $2,292,822.00 $2,369,290.32 $2,369,290.32 TOTAL FIXED COSTS Total Monthly Premium $36,041.22 $37,114.44 $36,842.88 $40,250.40 $42,729.78 $37,425.06 $39,945.36 Total Annual Premium $432,494.64 $445,373.28 $442,114.56 $483,004.80 $512,757.36 $449,100.72 $479,344.32 Annual Difference -$12,878.64 $9,619.92 $50,510.16 $80,262.72 $16,606.08 $46,849.68 Percent Difference -2.98%2.22%11.68%18.56%3.84%10.83% Total Maximum Liability $2,782,623.24 $2,722,035.60 $2,774,688.48 $2,775,826.80 $2,805,579.36 $2,818,391.04 $2,848,634.64 Annual Difference -($60,587.64)($7,934.76)($6,796.44)$22,956.12 $35,767.80 $66,011.40 Percent Difference --2.18%-0.29%-0.24%0.82%1.29%2.37% Additional Comments:Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Specific Monthly Premium Specific Annual Premium Page 434 Item 23. Town of Prosper Stop Loss Marketing Analysis - Market Check $100,000 - BCBS Administrator Effective Date: 1/1/2020 Page 13 Stop Loss Carrier BCBS Current Plan BCBS Renewal Plan TMS Re Proposed Plan HM - Option 1 Proposed Plan HM - Option 2 Proposed Plan QBE - Option 1 Proposed Plan QBE - Option 2 Proposed Plan TPA / Network BCBS BCBS BCBS BCBS BCBS BCBS BCBS SPECIFIC RETENTION $75,000 $75,000 $100,000 $100,000 $100,000 $100,000 $100,000 Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Specific Rates Composite 186 $163.71 $185.67 $145.97 $164.54 $175.24 $158.56 $169.57 $30,450.06 $34,534.62 $27,150.42 $30,604.44 $32,594.64 $29,492.16 $31,540.02 $365,400.72 $414,415.44 $325,805.04 $367,253.28 $391,135.68 $353,905.92 $378,480.24 Aggregate Rate Composite $30.06 $13.87 $18.68 $12.53 $12.53 $8.43 $8.43 Monthly Accomodation Aggregate Monthly Premium $5,591.16 $2,579.82 $3,474.48 $2,330.58 $2,330.58 $1,567.98 $1,567.98 Aggregate Annual Premium $67,093.92 $30,957.84 $41,693.76 $27,966.96 $27,966.96 $18,815.76 $18,815.76 AGGREGATE RETENTION Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Run-In Limit n/a n/a n/a $375,511 $375,511 $426,425 $426,425 Maximum Reimbursement $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 Corridor 125%125%125%125%125%125%125% Aggregate Factors Composite 186 $1,052.93 $1,020.01 $1,069.44 $1,071.42 $1,071.42 $1,072.93 $1,072.93 Monthly Attachment Factor $195,844.05 $189,721.86 $198,915.84 $199,284.12 $199,284.12 $199,564.98 $199,564.98 Annual Attachment Factor $2,350,128.60 $2,276,662.32 $2,386,990.08 $2,391,409.44 $2,391,409.44 $2,394,779.76 $2,394,779.76 TOTAL FIXED COSTS Total Monthly Premium $36,041.22 $37,114.44 $30,624.90 $32,935.02 $34,925.22 $31,060.14 $33,108.00 Total Annual Premium $432,494.64 $445,373.28 $367,498.80 $395,220.24 $419,102.64 $372,721.68 $397,296.00 Annual Difference -$12,878.64 ($64,995.84)($37,274.40)($13,392.00)($59,772.96)($35,198.64) Percent Difference -2.98%-15.03%-8.62%-3.10%-13.82%-8.14% Total Maximum Liability $2,782,623.24 $2,722,035.60 $2,754,488.88 $2,786,629.68 $2,810,512.08 $2,767,501.44 $2,792,075.76 Annual Difference -($60,587.64)($28,134.36)$4,006.44 $27,888.84 ($15,121.80)$9,452.52 Percent Difference --2.18%-1.01%0.14%1.00%-0.54%0.34% Additional Comments:Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Specific Monthly Premium Specific Annual Premium Page 435 Item 23. Town of Prosper Stop Loss Marketing Analysis - Market Check $75,000 - UMR Administrator Effective Date: 1/1/2020 Page 14 Stop Loss Carrier BCBS Current Plan BCBS Renewal Plan TMS Re Proposed Plan HM - Option 1 Proposed Plan HM - Option 2 Proposed Plan QBE - Option 1 Proposed Plan QBE - Option 2 Proposed Plan TPA / Network BCBS BCBS UMR UMR UMR UMR UMR SPECIFIC RETENTION $75,000 $75,000 $75,000 $75,000 $75,000 $75,000 $75,000 Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Specific Rates Composite 186 $163.71 $185.67 $201.18 $223.66 $238.20 $201.23 $215.25 $30,450.06 $34,534.62 $37,419.48 $41,600.76 $44,305.20 $37,428.78 $40,036.50 $365,400.72 $414,415.44 $449,033.76 $499,209.12 $531,662.40 $449,145.36 $480,438.00 Aggregate Rate Composite $30.06 $13.87 $15.66 $12.31 $12.31 $6.97 $6.97 Monthly Accomodation Aggregate Monthly Premium $5,591.16 $2,579.82 $2,912.76 $2,289.66 $2,289.66 $1,296.42 $1,296.42 Aggregate Annual Premium $67,093.92 $30,957.84 $34,953.12 $27,475.92 $27,475.92 $15,557.04 $15,557.04 AGGREGATE RETENTION Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Run-In Limit n/a n/a n/a $399,199 $399,199 $426,425 $426,425 Maximum Reimbursement $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 Corridor 125%125%125%125%125%125%125% Aggregate Factors Composite 186 $1,052.93 $1,020.01 $1,097.31 $1,129.98 $1,129.98 $1,093.36 $1,093.36 Monthly Attachment Factor $195,844.05 $189,721.86 $204,099.66 $210,176.28 $210,176.28 $203,364.96 $203,364.96 Annual Attachment Factor $2,350,128.60 $2,276,662.32 $2,449,195.92 $2,522,115.36 $2,522,115.36 $2,440,379.52 $2,440,379.52 TOTAL FIXED COSTS Total Monthly Premium $36,041.22 $37,114.44 $40,332.24 $43,890.42 $46,594.86 $38,725.20 $41,332.92 Total Annual Premium $432,494.64 $445,373.28 $483,986.88 $526,685.04 $559,138.32 $464,702.40 $495,995.04 Annual Difference -$12,878.64 $51,492.24 $94,190.40 $126,643.68 $32,207.76 $63,500.40 Percent Difference -2.98%11.91%21.78%29.28%7.45%14.68% Total Maximum Liability $2,782,623.24 $2,722,035.60 $2,933,182.80 $3,048,800.40 $3,081,253.68 $2,905,081.92 $2,936,374.56 Annual Difference -($60,587.64)$150,559.56 $266,177.16 $298,630.44 $122,458.68 $153,751.32 Percent Difference --2.18%5.41%9.57%10.73%4.40%5.53% Additional Comments:Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Specific Monthly Premium Specific Annual Premium Page 436 Item 23. Town of Prosper Stop Loss Marketing Analysis - Market Check $100,000 - UMR Administrator Effective Date: 1/1/2020 Page 15 Stop Loss Carrier BCBS Current Plan BCBS Renewal Plan TMS Re Proposed Plan HM - Option 1 Proposed Plan HM - Option 2 Proposed Plan QBE - Option 1 Proposed Plan QBE - Option 2 Proposed Plan TPA / Network BCBS BCBS UMR UMR UMR UMR UMR SPECIFIC RETENTION $75,000 $75,000 $100,000 $100,000 $100,000 $100,000 $100,000 Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Specific Rates Composite 186 $163.71 $185.67 $160.84 $179.85 $191.54 $164.28 $175.71 $30,450.06 $34,534.62 $29,916.24 $33,452.10 $35,626.44 $30,556.08 $32,682.06 $365,400.72 $414,415.44 $358,994.88 $401,425.20 $427,517.28 $366,672.96 $392,184.72 Aggregate Rate Composite $30.06 $13.87 $19.62 $13.49 $13.49 $8.69 $8.69 Monthly Accomodation Aggregate Monthly Premium $5,591.16 $2,579.82 $3,649.32 $2,509.14 $2,509.14 $1,616.34 $1,616.34 Aggregate Annual Premium $67,093.92 $30,957.84 $43,791.84 $30,109.68 $30,109.68 $19,396.08 $19,396.08 AGGREGATE RETENTION Contract PAID PAID 24/12 24/12 24/12 24/12 24/12 Coverages Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Medical & Rx Run-In Limit n/a n/a n/a $416,365 $416,365 $426,425 $426,425 Maximum Reimbursement $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 Corridor 125%125%125%125%125%125%125% Aggregate Factors Composite 186 $1,052.93 $1,020.01 $1,122.91 $1,178.57 $1,178.57 $1,105.12 $1,105.12 Monthly Attachment Factor $195,844.05 $189,721.86 $208,861.26 $219,214.02 $219,214.02 $205,552.32 $205,552.32 Annual Attachment Factor $2,350,128.60 $2,276,662.32 $2,506,335.12 $2,630,568.24 $2,630,568.24 $2,466,627.84 $2,466,627.84 TOTAL FIXED COSTS Total Monthly Premium $36,041.22 $37,114.44 $33,565.56 $35,961.24 $38,135.58 $32,172.42 $34,298.40 Total Annual Premium $432,494.64 $445,373.28 $402,786.72 $431,534.88 $457,626.96 $386,069.04 $411,580.80 Annual Difference -$12,878.64 ($29,707.92)($959.76)$25,132.32 ($46,425.60)($20,913.84) Percent Difference -2.98%-6.87%-0.22%5.81%-10.73%-4.84% Total Maximum Liability $2,782,623.24 $2,722,035.60 $2,909,121.84 $3,062,103.12 $3,088,195.20 $2,852,696.88 $2,878,208.64 Annual Difference -($60,587.64)$126,498.60 $279,479.88 $305,571.96 $70,073.64 $95,585.40 Percent Difference --2.18%4.55%10.04%10.98%2.52%3.44% Additional Comments:Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Pending Large Claim Review Pending Large Claim Review No New Lasers at Renewal with 50% rate cap Specific Monthly Premium Specific Annual Premium Page 437 Item 23. Disclaimer The following summary of coverages is to be used only as an overview of each policy written and in no way should it be used, nor is intended to be used, as a substitute for the original policy provisions. It has been prepared as a guideline for your reference only. The policy/policies contain conditions, limitations and exclusions which may affect or limit coverage to be provided and should be reviewed by the insured to verify that coverage has been written as requested. All of the information contained in this proposal is subject to the terms, conditions and limitations contained in the policies. Values are based on information provided by the client. THIS DOCUMENT IS PROPRIETARY, CONFIDENTIAL AND/OR PRIVILEGED AND IS INTENDED TO BE REVIEWED ONLY BY THE INDIVIDUAL AND/OR ENTITY TO WHICH IT IS ADDRESSED. IF YOU ARE NOT THE INTENDED RECIPIENT OR A REPRESENTATIVE OF THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY REVIEW, COPYING, DISCLOSURE AND/OR DISSEMINATION OF THIS DOCUMENT OR THE INFORMATION CONTAINED HEREIN IS PROHIBITED. McGRIFF, SEIBELS & WILLIAMS, INC. COMPENSATION STATEMENT Our principal remuneration for the placement and service of your insurance policy(ies) will be by commission (a proportion of the premium paid that is allowed to us by the insurance company(ies)) and/or a mutually agreed fee. You should be aware that we may receive additional income from the following sources:  Interest or Investment Income earned on insurance premiums.  Expense Allowances or Reimbursements from insurance companies and other vendors for (a) educational and professional development programs; (b) managing and administering certain binding authorities and other similar facilities, including claims which may arise; and (c) attendance at insurance company meetings and events; all of which we believe enable us to provide more efficient service and competitive terms to those clients for whom we consider the use of such facilities appropriate.  Tier II Commission (sometimes referred to as “extra compensation”) is exclusive to the placement of employee benefits insurance and is based on premium volume of new business and/or premium retention.  Contingent Commission (sometimes referred to as “profit sharing”) which can be based on profitability, premium volume, premium retention, and/or growth. 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(“MSW”) may share opinions or content regarding third party entities, third party providers of services, or make referrals to third party products and/or services (“Third Party Entities, Products and/or Services”). Any such opinions or content regarding Third Party Entities, Products and/or Services, or links to third party websites shared or posted on MSW’s website or social media sites do not constitute an endorsement of any third party, individual, organization, service, or product by MSW, nor does such activity indicate an affiliation with or sponsorship by MSW. Any third party representations regarding their products or services contained in their written materials or on their websites are those of the respective authors and do not reflect the affirmation, concurrence or agreement of MSW, its employees, directors, officers, parents, or affiliates that those claims are accurate. MSW assumes no liability in connection with any Third Party Entities, Products and/or Services or for the storage or any related breach in connection with your confidential information by such third parties. Further, MSW does not accept any responsibility nor does it offer any warranty regarding the quality, accuracy, timeliness, reliability or any other aspect of such Third Party Entities, Products and/or Services. MSW expressly disclaims any warranty or liability for any acts, failure to act, errors or omissions by such third parties. Accordingly, you should conduct your own due diligence of any Third Party Entities, Products or Services prior to their engagement or use. Page 438 Item 23. PROPRIETARY AND CONFIDENTIAL Going Beyond The formulary RFP #2019-61-A: 2020 PBM Vendor Analysis Presented by: Adam Aguilar, Pharmacy Benefit Consultant Dawn Richardson, Account Executive Page 439 Item 23. ▪Aetna ▪AmWins –Did Not Submit Bid ▪BCBS of Texas ▪CapitalRx ▪CastiaRx –Did Not Submit Bid ▪CerpassRx –Did Not Submit Bid ▪CitizensRx –Did Not Submit Bid ▪Cigna ▪Express Scripts –Declined to Bid ▪Envolve Pharmacy Solutions –Did Not Submit Bid ▪Heritage Health Solutions ▪MedImpact –Did Not Submit Bid ▪OptumRx –Declined to Bid ▪ProAct ▪Roundstone Captive –Declined to Bid ▪Southern Scripts –Declined to Bid ▪UMR ▪WellDyne Vendors Solicited PROPRIETARY AND CONFIDENTIAL 2 Page 440 Item 23. Financial Analysis: Traditional PROPRIETARY AND CONFIDENTIAL 3 BCBS TX (CURRENT) BCBS of TX (PROPOSED)Aetna CapitalRx TRADITIONAL Cigna Heritage Health Solutions TRADITIONAL ProAct TRADITIONAL UMR (Optum) WellDyneRx TRADITIONAL Retail 30 Brand Ingredient Cost $132,433 $130,828 $131,631 $132,433 $129,704 $132,433 $131,229 $131,631 $133,236 Generic Ingredient Cost $72,885 $81,359 $71,190 $58,477 $90,682 $67,800 $67,800 $72,037 $67,800 Dispensing Fee $3,003 $3,230 $2,247 $2,107 $3,933 $2,528 $2,247 $1,966 $2,809 Administrative Fee $0 $0 $0 $18,961 $0 $0 $0 $0 $0 Retail 90 Brand Ingredient Cost $96,146 $97,644 $98,243 $94,649 $93,451 $95,847 $94,050 $95,847 $97,045 Generic Ingredient Cost $26,075 $29,800 $26,075 $21,419 $29,800 $22,350 $22,350 $26,386 $23,592 Dispensing Fee $549 $619 $0 $269 $753 $0 $0 $108 $0 Administrative Fee $0 $0 $0 $3,632 $0 $0 $0 $0 $0 Mail Order Service Brand Ingredient Cost $7,676 $7,676 $7,434 $7,338 $7,531 $7,338 $7,338 $7,386 $7,628 Generic Ingredient Cost $3,834 $4,382 $4,163 $3,724 $5,258 $3,724 $3,943 $4,217 $3,943 Dispensing Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 Administrative Fee $0 $0 $0 $203 $0 $0 $0 $0 $0 Specialty Brand Ingredient Cost $271,978 $271,978 $280,170 $278,532 $278,532 $270,340 $276,893 $271,978 $271,978 Generic Ingredient Cost $28 $28 $29 $29 $29 $28 $29 $28 $28 Dispensing Fee $7 $0 $0 $0 $0 $0 $0 $0 $0 Administrative Fee $0 $0 $0 $223 $0 $0 $0 $0 $0 Projected Cost -Before Rebates $614,615 $627,545 $621,182 $621,995 $639,673 $602,388 $605,880 $611,584 $608,059 $ Difference From Baseline -Before Rebates $12,930 $6,568 $7,380 $25,059 ($12,226)($8,735)($3,030)($6,556) % Difference From Baseline -Before Rebates 2.10%1.07%1.20%4.08%-1.99%-1.42%-0.49%-1.07% Rebates Rebate Revenue $0 ($75,330)($69,605)($143,930)$0 ($101,350)($126,219)($11,776)($79,590) APC Comp $0 $10,060 $10,060 $0 $10,060 $0 $0 $10,060 $0 Projected Cost -After Rebates $614,615 $562,274 $561,636 $478,065 $649,733 $501,038 $479,661 $609,868 $528,469 $ Difference From Baseline -After Rebates ($52,340)($52,978)($136,550)$35,118 ($113,576)($134,954)($4,747)($86,146) Annualized -$ Difference from Baseline -After Rebates % Difference From Baseline -After Rebates -8.52%-8.62%-22.22%5.71%-18.48%-21.96%-0.77%-14.02% This pricing is based on a 3-year agreement. This analysis should not be construed as a guarantee of savings. It is an assumption based on Rx claims: 01.2018 -12.2018 Rebate Estimates Include Specialty Rebates; Calculated Using Brand Specialty Claim Count Filled During Rx Claims Period. Action Pharmaceutical Consulting's Compensation is included in the pricing quote. Page 441 Item 23. Pros: ✓Offering a 1-Year Term Through 12/31/2020 ✓Owns Mail and Specialty Pharmacy’s Cons: Discounts are not Locked in for Three Years Did not Respond to Pharmacy RFP; Provided Carve-In Quote Through Medical RFP Pricing Assumes Aetna Administers both Medical and Pharmacy Benefits Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Single Source Generics are Not Included in Overall Generic Discount; Brand Discount Discounts and Dispensing Fee’s Quoted are Not Guaranteed Some Preferred Brands will Process at Tier 1, Generic Copay Tier No Grace Fills at Retail for Specialty Medications Aetna Estimated Savings After Rebates: -8.62%, -$52,978 Formulary Disruption: Unknown PROPRIETARY AND CONFIDENTIAL 4 Page 442 Item 23. Pros: ✓No Member Disruption or Re-Card ✓Ability to Offer Narrow Network w/ Deeper Discounts; CVS Excluded ✓100% of Desktop Audit Recoveries Credited to the Plan ✓Owns Specialty and Mail Order Pharmacy’s Through Partnership with Walgreens and Prime Therapeutics ✓Stand Alone Specialty Call Center ✓Specialty Supplies Included with Quote ✓Split-Fill Program at Specialty ✓Assumes Cost of Lost Specialty Medications ✓Ingredient Level Processing on Compounds ✓Loading of Historical Data Included in Quote ✓Clinical and Administrative Prior Authorizations are Included with Quote Cons: Carve-In Quote; Prime Therapeutics Required PBM Single Source Generics or Generics with 3 or Less Manufacturers Discounted as Brand Deviations to Terms and Definitions Not Notated in Response; BCBS Standard ASA Agreement Required 75% of Field Audit Recoveries Credited to the Plan Oral HIV and Transplant Medications Not Considered Specialty; No Specialty PA Attached Offering a PEPM Rebate Credit; Rebates Received Above Credit Retained by BCBS $3,500 Annual Fee for Blue Insight Online Reporting Access Did Not Provide References; Cited Incumbent as Reason BCBS of Texas (Prime Therapeutics) Estimated Savings After Rebates: -8.52%, -$52,340 Formulary Disruption: None PROPRIETARY AND CONFIDENTIAL 5 Page 443 Item 23. Pros: ✓Ability to Offer Narrow Network w/ Deeper Discounts; CVS or Walmart Excluded ✓Standard 80% of Audit Recoveries Credited to the Plan ✓Covers Cost of Lost Specialty Medications ✓Offers a Copay Card Accumulator Program with $$ Credited to the Plan; $50/Claim ✓Ingredient Level Processing on Compounds ✓Compound Dispense Fee’s Determined by Pharmacy and Passed Thru to Plan ✓Loading of Historical Data Included in Quote ✓Offering a $1,000 Implementation Allowance w/ $500 Annual Maintenance Allowance ✓Administrative Prior Authorizations $0 ✓Clinical Prior Authorizations $35; Lower Than Industry Standard of $50 ✓Online Reporting Access Cons: Pass Thru Pricing with $6.75 Per Claim Admin Fee Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Does Not Own Mail or Specialty Pharmacy; Contracts with MagellanRx and Walmart Specialty Supplies not Included in Pricing Specialty Call Center is not Stand-Alone; Integrated with Member Services Center Oral HIV and Transplant Medications Not Considered Specialty; No Specialty PA Attached Does not Currently have Split-Fill Program at Specialty; Can Build Based on Town Parameters Compound Dispense Fee’s Determined by Pharmacy and Passed Thru to Plan Member ID Cards $0.75 Per Card, New & Replacement; Can Be Offset with Implementation Credit CapitalRx Estimated Savings After Rebates: -22.22%, -$136,550 Formulary Disruption: 73.02% None, 19.24% Negative, 7.73% Excluded PROPRIETARY AND CONFIDENTIAL 6 Page 444 Item 23. Pros: ✓Current Vendor Relationship as Dental Provider ✓Owns Specialty and Mail Order Pharmacies; Accredo through ESI ✓Stand Alone Specialty Call Center ✓Specialty Supplies Included with Quote ✓Split-Fill Program at Specialty ✓Assumes Cost of Lost Specialty Medications ✓Ingredient Level Processing on Compounds ✓Loading of Historical Data Included in Quote ✓Clinical and Administrative Prior Authorizations are Included with Quote ✓$10,000 Implementation Credit with Copy of a Paid Invoice ✓Online Reporting Access; Cigna Access ✓$100,000 Transitional Credit with Offer Cons: Cannot Carve-Out; Must Adopt Medical, Prescription and Stop-Loss Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Did not Agree to Overall Generic Effective Rate Quoted Discounts are Estimates, Not Guaranteed Walgreens and Sam's Club Required Exclusion from Retail 90 Network 30% of Audit Recoveries Maintained by Cigna; Industry Standard is 20% Compound Dispensing Fee’s $10/Claim Does Not Offer Specialty Rebates Agreed to Terms and Conditions w/Caveats; Cigna Standard ASO Agreement Required Dispute Resolution, Brand Drug Definition, Generic Drug Definition, PG Reconciliation Process, Rebates Did not Include References; Available if Selected as Finalist Initial Deposit Required Prior to Go-Live Cigna Estimated Costs Above Current After Rebates: +5.71%, +$35,118 Formulary Disruption: 86.07% None, 3.94% Non-Preferred, 5.23% Not Covered (OTC PPI/NSA), 2.38% Excluded PROPRIETARY AND CONFIDENTIAL 7 Page 445 Item 23. Pros: ✓Agreed to Overall Generic Effective Rate ✓80% of Audit Recoveries Credited to the Plan ✓Stand Alone Specialty Call Center Thru Briova ✓Specialty Supplies Included with Quote ✓Split-Fill Program at Specialty ✓Assumes Cost of Lost Specialty Medications if Confirmed Delivery Issue ✓Offers a Copay Card Accumulator Program ✓Ingredient Level Processing on Compounds ✓Loading of Historical Data Included in Quote ✓Offering a $4 Per Member Implementation Credit with Submitted Invoice ✓Administrative Prior Authorizations $0 ✓Clinical Prior Authorizations $45; Lower Than Industry Standard of $50 Cons: Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Retail 90 Requires Choice of CVS Exclusive or Walgreens Exclusive; All Other Pharmacies Excluded Does Not Own Specialty or Mail Order; Briova Specialty & Optum Mail Order Compound Dispensing Fee’s $10/Claim Not Able to Provide Ingredient Level Compound Reporting Any Rebates Earned Above Minimum Guarantee Retained by Heritage DUR Included, RDUR Charged at $0.27 PMPM if Elected Does not Currently Have Online Reporting Access Did not Provide Formulary Disruption; Requires a Detailed Claims Data Report Heritage Health Solutions Estimated Savings After Rebates: -18.48%, -$113,576 Formulary Disruption: Unknown PROPRIETARY AND CONFIDENTIAL 8 Page 446 Item 23. Pros: ✓Agreed to Overall Generic Effective Rate ✓Can Offer Narrow Pharmacy Network with Deeper Discounts; Excludes CVS & Target ✓80% of Audit Recoveries Credited to the Plan ✓International Mail Order Program Available w/Cost Savings to the Plan & Member ✓Owns Specialty Pharmacy; Noble Health Services ✓Stand Alone Specialty Call Center ✓Specialty Supplies Included with Quote ✓Split-Fill Program at Specialty ✓Assumes Cost of Lost Specialty Medications if Confirmed Delivery Issue ✓Offers a Copay Card Accumulator Program ✓Ingredient Level Processing on Compounds ✓Compound Dispense Fee’s Same as Channel Guarantee ✓Offering a $4 Per Member Implementation Credit with Submitted Invoice ✓90% of Rebates Earned Above Guarantee are Passed on to the Plan ✓Administrative Prior Authorizations $0; Clinical Prior Authorizations $40; Lower Than Industry Standard of $50 ✓Online Reporting Access ✓Privately Held Company Cons: Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Loading of Historical Data $5,000; One-Time Cost Not Retained by ProAct –Can Use Implementation Credit to Offset Cost RFP Not Submitted Originally as Town Required; Updated Response Provided Did not Provide Formulary Disruption; Requires a Detailed Claims Data Report ProAct Rx Estimated Savings After Rebates: -21.96%, -$134,954 Formulary Disruption: Unknown PROPRIETARY AND CONFIDENTIAL 9 Page 447 Item 23. Pros: ✓Can Offer Narrow Pharmacy Network with Deeper Discounts; Excludes CVS or Walgreens ✓80% of Audit Recoveries Credited to the Plan ✓Owns Specialty & Mail Order Pharmacy’s ✓Stand Alone Specialty Call Center (Briova) ✓Specialty Supplies Included with Quote ✓Split-Fill Program at Specialty ✓Assumes Cost of Lost Specialty Medications if Confirmed Delivery Issue ✓Offers a Copay Card Accumulator Program ✓Ingredient Level Processing on Compounds ✓Loading of Historical Data at No Cost to the Plan ✓Clinical and Administrative Prior Authorizations Included in Cost ✓Online Reporting Access ✓Strong Clinical Programs Cons: Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes Did not Agree to Overall Generic Effective Rate Compound Claim Dispensing Fee’s are $7.50/Claim No Implementation Credit Offered in RFP Rebates Offered are Offset with Rebate Fee Credit to Medical Agreed to Terms & Conditions with Caveats; Caveats Not Outlined in Response Assigned Staff and References Only Available if Selected as a Finalist UMR (OptumRx) Estimated Savings After Rebates: -0.77%, -$4,747 Formulary Disruption: No Disruption 92.0%, Non-Formulary 8.0% PROPRIETARY AND CONFIDENTIAL 10 Page 448 Item 23. Pros: ✓Privately Held Company ✓Owns Specialty & Mail Order Pharmacy’s ✓Stand Alone Specialty Call Center; US Specialty Care ✓Partial Fill Program ✓Offers a Copay Card Accumulator Program with $$ Credited to the Plan ✓Strong Clinical Programs Cons: Member Disruption; Formulary, Re-Card, Specialty & Mail Order Changes RFP Questionnaire Not Submitted; Unable to Provide by Deadline on Follow-Up Firm Information, Product/Service Information, References, & Proof of Insurance Not Submitted; Unable to Provide by Deadline on Follow-Up WellDyne Rx Estimated Savings After Rebates: -14.02%, -$86,146 Formulary Disruption: No Disruption 98.70%, Non-Formulary 0.83%, Excluded 0.47% PROPRIETARY AND CONFIDENTIAL 11 Page 449 Item 23. ▪ProAct Rx ▪Well known in the market place and manages over half-million member lives ▪Provided second largest estimated savings at 21% ▪WellDyne Rx ▪Larger PBM with new Upper Management ▪Provided the second largest savings at 14% ▪Capital Rx ▪Provided largest estimated savings of any vendor at 22% APC Recommendations PROPRIETARY AND CONFIDENTIAL 12 Page 450 Item 23. PROPRIETARY AND CONFIDENTIAL 13 Q&A Page 451 Item 23. This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. BCBS Inpatient Hospital Outpatient Hospital Office All Other Total Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Pre-Discount Claims In-Network $415,716.23 $1,149,694.45 $1,029,045.59 $404,711.95 $2,999,168.22 Repriced Claims In-Network $184,617.41 $493,976.42 $399,991.79 $168,145.34 $1,246,730.97 Discount Percentage 55.59%57.03%61.13%58.45%58.43%#DIV/0! Pre-Discount Claims Out-of-Network $0.00 $185,537.92 $57,165.35 $106,006.90 $348,710.17 Repriced Claims Out-of-Network $0.00 $37,993.00 $23,900.55 $23,975.56 $85,869.11 Discount Percentage 0.00%79.52%58.19%77.38%75.38%#DIV/0! Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Repriced Claims $184,617.41 $531,969.42 $423,892.34 $192,120.91 $1,332,600.08 Discount Percentage 55.59%60.16%60.98%62.38%60.20%#DIV/0! Bevcap Inpatient Hospital Outpatient Hospital Office All Other Total Pre-Discount Claims $3,347,878.39 Pre-Discount Claims In-Network $3,279,115.05 Repriced Claims In-Network $1,557,579.65 Discount Percentage 52.50% Pre-Discount Claims $3,279,115.05 Repriced Claims $1,557,579.65 Discount Percentage 52.50% *Bevcap repricing data was provided in summary format. Bevcap did not reprice out of network claims Repricing Analysis - Shared Records Town of Prosper Page 452 Item 23. This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. Repricing Analysis - Shared Records Town of Prosper Cigna Inpatient Hospital Outpatient Hospital Office All Other Total Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Pre-Discount Claims In-Network $414,970.23 $1,331,162.28 $980,251.19 $502,257.00 $3,228,640.70 Repriced Claims In-Network $188,509.93 $550,109.67 $397,871.78 $186,131.34 $1,322,622.72 Discount Percentage 54.57%58.67%59.41%62.94%59.03% Pre-Discount Claims Out-of-Network $746.00 $4,070.09 $105,959.75 $8,461.85 $119,237.69 Repriced Claims Out-of-Network $433.59 $2,365.62 $61,985.03 $4,935.07 $69,719.31 Discount Percentage 41.88%41.88%41.50%41.68%41.53% Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Repriced Claims $188,943.52 $552,475.29 $459,856.81 $191,066.40 $1,392,342.03 Discount Percentage 54.55%58.62%57.66%62.59%58.41% Maestro Inpatient Hospital Outpatient Hospital Office All Other Total Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Pre-Discount Claims In-Network $414,970.23 $1,325,592.28 $978,186.19 $470,083.65 $3,188,832.35 Repriced Claims In-Network $225,328.83 $544,818.43 $416,707.32 $212,007.73 $1,398,862.31 Discount Percentage 45.70%58.90%57.40%54.90%56.13% Pre-Discount Claims Out-of-Network $746.00 $9,640.09 $108,024.75 $40,635.20 $159,046.04 Repriced Claims Out-of-Network $405.08 $3,962.08 $46,018.54 $18,326.48 $68,712.17 Discount Percentage 45.70%58.90%57.40%54.90%56.80% Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Repriced Claims $225,733.91 $548,780.50 $462,725.86 $230,334.20 $1,467,574.48 Discount Percentage 45.70%58.90%57.40%54.90%56.16% *Maestro repricing data was provided in summary format Page 453 Item 23. This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. Repricing Analysis - Shared Records Town of Prosper UHC Inpatient Hospital Outpatient Hospital Office All Other Total Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Pre-Discount Claims In-Network $413,916.23 $1,247,780.61 $1,005,701.04 $401,562.06 $3,068,959.94 Repriced Claims In-Network $215,775.42 $515,411.33 $425,657.61 $144,479.93 $1,301,324.29 Discount Percentage 47.87%58.69%57.68%64.02%57.60% Pre-Discount Claims Out-of-Network $1,800.00 $87,451.76 $80,509.90 $109,156.79 $278,918.45 Repriced Claims Out-of-Network $848.57 $39,837.83 $34,979.67 $30,288.22 $105,954.29 Discount Percentage 52.86%54.45%56.55%72.25%62.01% Pre-Discount Claims $415,716.23 $1,335,232.37 $1,086,210.94 $510,718.85 $3,347,878.39 Repriced Claims $216,623.99 $555,249.16 $460,637.28 $174,768.15 $1,407,278.58 Discount Percentage 47.89%58.42%57.59%65.78%57.97% Page 454 Item 23. This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. BCBS Aetna Bevcap Claims Pre-Discount Claims Pre-Discount Claims Pre-Discount Excluded Records 136 $44,976.64 Excluded Records 193 $122,574.68 Excluded Records 193 $122,574.68 Percent Excluded 0.94%1.28%Percent Excluded 1.33%3.48%Percent Excluded 1.33%3.48% In-Network Claims Pre-Discount In-Network Claims Pre-Discount In-Network Claims Pre-Discount Inpatient Hospital 308 $415,716.23 Inpatient Hospital 306 $414,970.23 Inpatient Hospital 306 $414,970.23 Outpatient Hospital 1,749 $1,149,694.45 Outpatient Hospital 1,829 $1,308,328.73 Outpatient Hospital 1,829 $1,308,328.73 Office 7,942 $1,029,045.59 Office 8,362 $1,075,684.62 Office 8,180 $1,065,210.02 Other 436 $404,711.95 Other 522 $503,392.07 Other 507 $490,606.07 Total 10,435 $2,999,168.22 Total 11,019 $3,302,375.65 Total 10,822 $3,279,115.05 Pct. In-Network Claims Pre-Discount Pct. In-Network Claims Pre-Discount Pct. In-Network Claims Pre-Discount Inpatient Hospital 100.00%100.00%Inpatient Hospital 99.35%99.82%Inpatient Hospital 99.35%99.82% Outpatient Hospital 91.57%86.10%Outpatient Hospital 95.76%97.99%Outpatient Hospital 95.76%97.99% Office 93.49%94.74%Office 98.43%99.03%Office 96.29%98.07% Other 82.73%79.24%Other 99.05%98.57%Other 96.20%96.06% Total 92.84%89.58%Total 98.03%98.64%Total 96.28%97.95% Disruption Analysis - Shared Records Town of Prosper Page 455 Item 23. This report compares all shared records between all carriers. Some carriers excluded more records than others which can be seen on the "Excluded Records" line. To view disruption based on non-excluded records for each individual carrier, refer to the other disruption report. All Records Claims Pre-Discount Excluded Records*Claims Pre-Discount Included Record Claims Pre-Discount Inpatient Hospital 380 $475,639.41 Inpatient Hospital 72 $59,923.18 Inpatient Hospital 308 $415,716.23 Outpatient Hospital 2,271 $1,425,765.96 Outpatient Hospital 361 $90,533.59 Outpatient Hospital 1,910 $1,335,232.37 Office 11,224 $1,103,744.13 Office 2,729 $17,533.19 Office 8,495 $1,086,210.94 Other 602 $521,616.83 Other 75 $10,897.98 Other 527 $510,718.85 Total 14,477 $3,526,766.33 Total 3,237 $178,887.94 Total 11,240 $3,347,878.39 *Records are excluded to ensure that all carriers are compared on the same data. Take into account how many records each carrier excluded. Disruption Analysis - Shared Records Town of Prosper Cigna Maestro UHC Claims Pre-Discount Claims Pre-Discount Claims Pre-Discount Excluded Records - $0.00 Excluded Records 32 $1,644.86 Excluded Records 3,039 $13,007.06 Percent Excluded 0.00%0.00%Percent Excluded 0.22%0.05%Percent Excluded 20.99%0.37% In-Network Claims Pre-Discount In-Network Claims Pre-Discount In-Network Claims Pre-Discount Inpatient Hospital 306 $414,970.23 Inpatient Hospital 306 $414,970.23 Inpatient Hospital 303 $413,916.23 Outpatient Hospital 1,859 $1,331,162.28 Outpatient Hospital 1,856 $1,325,592.28 Outpatient Hospital 1,814 $1,247,780.61 Office 7,393 $980,251.19 Office 7,379 $978,186.19 Office 7,632 $1,005,701.04 Other 517 $502,257.00 Other 486 $470,083.65 Other 438 $401,562.06 Total 10,075 $3,228,640.70 Total 10,027 $3,188,832.35 Total 10,187 $3,068,959.94 Pct. In-Network Claims Pre-Discount Pct. In-Network Claims Pre-Discount Pct. In-Network Claims Pre-Discount Inpatient Hospital 99.35%99.82%Inpatient Hospital 99.35%99.82%Inpatient Hospital 98.38%99.57% Outpatient Hospital 97.33%99.70%Outpatient Hospital 97.17%99.28%Outpatient Hospital 94.97%93.45% Office 87.03%90.25%Office 86.86%90.05%Office 89.84%92.59% Other 98.10%98.34%Other 92.22%92.04%Other 83.11%78.63% Total 89.64%96.44%Total 89.21%95.25%Total 90.63%91.67% Page 456 Item 23. 5080 Spectrum Drive, Suite 900E, Addison, Texas 75001 (469) 232-2100 Fax (469) 232-2101 Town of Prosper – Best and Final Offer Summary Below are the highlights of the responses from the vendors selected for the Best and Final Offer (BAFO) process. Even with the strong financial response from Blue Cross Blue Shield, it is McGriff’s recommendation that we still consider a move to UMR (United Healthcare) and Pro Act Rx (carving out PBM). This recommendation more closely aligns with the long term objectives of Town of Prosper: 1.) Control of Pharmacy Benefit Management Contract (PBM) 2.) Less Auto Adjudication of Claims 3.) Better Case Management Engagement and Reporting 4.) Ability to remove Out of Network (OON) Benefits without changing networks RFP - #2019-63-A 1.) Blue Cross Blue Shield of Texas • Reduced administration fee by $2.00 PEPM - $4,464 reduction based on 186 employees • Added wellness credit of $15,000 and will take full reduction off administration fees on February Bill • Added additional $15,000 credit to be used at client’s discretion and will take full reduction off administration fees on February Bill • Offered an HMO network option in order to eliminate Out-of-Network Benefits (OON) 2.) UMR (United Healthcare) • Two month premium holiday totaling $19,273.32 in administrative fee credits Page 457 Item 23. • Added wellness credit of $5,000 to help pay for Online Health Risk Assessment (HRA) and other items if money left over. • Added standard performance guarantees around claim administration services. RFP #2019-61-A 1.) Prime Rx (carved in through Blue Cross) • Offered a Performance Select Formulary under “BAFO 2” with a more restrictive formulary but increases rebate credits back to client. (Disruption to current utilization appears to be minimal). 2.) Pro Act Rx • Improved Mail Order pharmacy discounts by 1% for Brand and Generic medications. Lance Pendley Senior Vice President – Employee Benefits M C G RIFF, S EIBELS & W ILLIAMS, I NC. 5080 Spectrum Drive, Suite 900E Addison, Texas 75001 o. 469.232.6612| c. 469-.371.4343 lpendley@mcgriff.com www.mcgriff.com Helping our clients succeed since 1886. Integrity | In Touch | Invested | Innovative Page 458 Item 23. Town of Prosper Executive Summary Effective Date: 1/1/2020 Page: 1 ASO Administrator BCBS Current Plan (Carve In) BCBS Renewal Plan (Carve In) BCBS BAFO 1 Renewal Plan (Carve In) BCBS BAFO 2 Renewal Plan (Carve In) UMR Proposed Plan (Carve Out) UMR BAFO Proposed Plan (Carve Out) PBM Administrator Prime RX Prime RX Prime RX Prime RX ProAct RX ProAct RX Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network UHC Choice Plus Network UHC Choice Plus Network Annual ASO Admin. Fees (186)$76,892.40 $75,039.84 $70,575.84 $54,974.16 $126,799.92 $115,639.92 Medical Repricing Claims Estimate $1,039,230.20 $1,093,974.92 $1,093,974.92 $1,093,974.92 $1,118,370.56 $1,118,370.56 RX Claims $489,938.47 $529,133.55 $529,133.55 $529,133.55 $521,196.55 $521,196.55 Projected Rebates ----($126,219.00)($126,219.00) Wellness Credit - One Time $0.00 $0.00 ($15,000.00)($15,000.00)-($5,000.00) Run Out Admin Claims ----$11,606.40 $11,606.40 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 1 year- Until 12/31/2020 1 year- Until 12/31/2020 2 years- Until 12/31/2021 2 years- Until 12/31/2021 Estimated Total Annual Cost $1,606,061.07 $1,698,148.31 $1,678,684.31 $1,663,082.63 $1,651,754.43 $1,635,594.43 One time credit in Jan/Feb bill --($15,000.00)($15,000.00)-($19,273.32) $ Combined Difference over Current $92,087.24 $57,623.24 $42,021.56 $45,693.36 $10,260.04 Combined Percent over Current (Total)5.73%3.59%2.62%2.85%0.64% $ Combined Difference over Renewal ($19,464.00)($35,065.68)($46,393.88)($62,553.88) Combined Percent over Renewal (Total)-1.15%-2.06%-2.73%-3.68% This executive summary assumes the following: * Medical claims trended at 6% and repricing from carriers factored in. * Pharmacy claims trended at 10% and repricing from APC factored in. * Stop Loss cost is not factored in this analysis. RFP will go out late October. *IBNR (2.5 months of Medical & 0.5 months for RX): $495,125.95 *BCBS BAFO1: One time wellness credit of $15K. There will be an additional $15,000 admin credit for the February bill. *BCBS BAFO2: One time wellness credit of $15K. Performance Select Prescription Drug Rebate offered (It is a more restrive formulary). There will be an additional $15,000 admin credit for the February bill. *UMR BAFO: One time wellness credit of $5K. Performance Gurantee offered. One time fee: 2 months of UMR standard Medical Admin Fee waive - estimated amount $19,273.32. No stop loss integration fee, if selected a prefer vendor. Page 459 Item 23. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 2 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX BlueCross BlueShield BAFO 1 Renewal Plan + Prime RX BlueCross BlueShield BAFO 2 Renewal Plan + Prime RX UMR (Carve Out) Proposed Plan + ProAct RX UMR (Carve Out) BAFO Proposed Plan + ProAct RX Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network UHC Choice Plus Network UHC Choice Plus Network Set Up Fee / Captive Collateral N/A N/A N/A N/A N/A N/A Renewal Fee N/A N/A N/A N/A N/A N/A Administration Fees Medical Administration - Employee (186)$62.42 $62.42 $60.42 $60.42 $40.46 $40.46 RX Rebate Credit ($32.92)($33.75)($33.75)($40.74)$0.00 $0.00 Stop Loss Interface Fee Included Included Included Included $5.00 $0.00 Disease Management (BCBS-Wellbeing Enable)$4.95 $4.95 $4.95 $4.95 $3.85 $3.85 Pre-Certification /Utilization Mgmt (pepm)Included Included Included Included Included Included Nurse line Included Included Included Included $0.50 $0.50 Large Case Management Included Included Included Included Included Included PPO Access Fee (network) Included Included Included Included Included Included Out of Network Savings PEPM Charge N/A N/A N/A N/A $4.00 $4.00 External PBM Interface Fee N/A N/A N/A N/A $3.00 $3.00 Total Admin Fees $34.45 $33.62 $31.62 $24.63 $56.81 $51.81 Rate Guarantee 1 year- Until 12/31/2019 1 year- Until 12/31/2020 1 year- Until 12/31/2020 1 year- Until 12/31/2020 2 years- Until 12/31/2021 2 years- Until 12/31/2021 Total Monthly Admin Fee $6,407.70 $6,253.32 $5,881.32 $4,581.18 $10,566.66 $9,636.66 Annual Admin Fee $76,892.40 $75,039.84 $70,575.84 $54,974.16 $126,799.92 $115,639.92 One time Wellness Credit & Admin Fee Waive --($30,000.00)($30,000.00)-($24,273.32) Admin total after Credit $76,892.40 $75,039.84 $40,575.84 $24,974.16 $126,799.92 $91,366.60 Annual Difference -($1,852.56)($36,316.56)($51,918.24)$49,907.52 $14,474.20 % Difference --2.41%-47.23%-67.52%64.91%18.82% RX Expected Rebates $0.00 $0.00 $0.00 $0.00 ($126,219.00)($126,219.00) Projected Cost After Rebates $76,892.40 $75,039.84 $40,575.84 $24,974.16 $580.92 ($34,852.40) Annual Difference -($1,852.56)($36,316.56)($51,918.24)($76,311.48)($111,744.80) % Difference --2%-47%-68%-99.24%-145.33% Run-In N/A N/A N/A N/A Excludes Run - In Excludes Run - In Run-Out $20.80 PEPM for 3 months $20.56 PEPM for 3 months $20.56 PEPM for 3 months $20.56 PEPM for 3 months 2 months of admin fee; administer 6 mon of claims 2 months of admin fee; administer 6 mon of claims Rx Administration Included in the fee Included in the fee; no carve out program Included in the fee; no carve out program Included in the fee; no carve out program For carve out available - vendors require prior approval, additional fees may be applied For carve out available - vendors require prior approval, additional fees may be applied Medical & RX Integration Included Included Included Included Included Included Allowances/ Credits N/A N/A *One time wellness credit of $15K *One time wellness credit of $15K $5,000 one time implementation credit - requires a 3 year agreement *Wellness credit of $5K *2 months of UMR standard Medical Admin Fee waive - estimated amount $19,273.32 COBRA/ HIPAA Administration N/A Did not quote Did not quote Did not quote $1.05 pepm $1.05 pepm SPD - Electronic Copy Included Included Included Included Included Included ID Cards - Customized Included Included; third party vendor can be added if approved by BCBS association Included; third party vendor can be added if approved by BCBS association Included; third party vendor can be added if approved by BCBS association Included; third party vendor can be added Included; third party vendor can be added Accept Eligibility from BenefitFirst Yes Yes Yes Yes Yes Yes Page 460 Item 23. Town of Prosper ASO Medical Marketing Analysis Effective Date: 1/1/2020 Page: 3 BlueCross BlueShield Current Plan + Prime RX BlueCross BlueShield Renewal Plan + Prime RX BlueCross BlueShield BAFO 1 Renewal Plan + Prime RX BlueCross BlueShield BAFO 2 Renewal Plan + Prime RX UMR (Carve Out) Proposed Plan + ProAct RX UMR (Carve Out) BAFO Proposed Plan + ProAct RX Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network BlueChoice PPO Network UHC Choice Plus Network UHC Choice Plus Network Additional Information Performance Guarantee N/A Not offered Not offered Not offered None Offered. See document for details Subrogation The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. The standard fee is 25% of a cases reimb recovery. Workers’ Comp recoveries are not assessed a fee & any recovery is credited back to the group at 100%. Partners with Optum, claims with possible third party liability are flagged and additional information is requested from the member, 30% of recovered savings Credit Balance Recovery - 20% of recovered savings Partners with Optum, claims with possible third party liability are flagged and additional information is requested from the member, 30% of recovered savings Credit Balance Recovery - 20% of recovered savings Wellness Programs Well On Target Online Portal Well On Target Online Portal. If added Wellbeing Empower coaching is available *One time wellness credit of $15K Well On Target Online Portal. If added Wellbeing Empower coaching is available *One time wellness credit of $15K Well On Target Online Portal. If added Wellbeing Empower coaching is available UMR likes to take a customized approach to wellness and prefer to walk through the groups current program to address needs. Live Rewards included. Additional Programs for a fee *Wellness credit of $5K Online HRA is $6.50 per completed risk assessment. This cost can be paid with the wellness credit budget. Centers of Excellence Providers BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy BlueDistinction Program: all facilities must regularly reapply for quality control. Bariatric surgery; cardiac, fertility, maternity care; knee & hip replacement, spine surgery, transplant services, gene therapy, cellular immunotherapy Bariatric, Complex Cancers, Congenital Heart Disease, Infertility, Kidney Disease (clinical support program), Fertility, Spine & Joint Surgeries & Solid Organ - Bone Marrow/Stem Cell Transplant Services - additional pepms apply for each center Bariatric, Complex Cancers, Congenital Heart Disease, Infertility, Kidney Disease (clinical support program), Fertility, Spine & Joint Surgeries & Solid Organ - Bone Marrow/Stem Cell Transplant Services - additional pepms apply for each center Bundle Pricing Arrangements N/A Do not offer, but willing to further discuss how to coordinate members Do not offer, but willing to further discuss how to coordinate members Do not offer, but willing to further discuss how to coordinate members Does not have their own, can process bundled pricing-written in providers contract with UHC as a single rate of reimbursement for the bundled service Does not have their own, can process bundled pricing-written in providers contract with UHC as a single rate of reimbursement for the bundled service Audit Duplicate Claims (4.3 questionnaire) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Auto-adjudicate 80% of claims through Blue Chips technology. Blue Chip is integrated with ClaimXten technology (software for audit procedure codes) Use 7 data elements to check for duplicate charges. Claims greater than $25,000 are audited- Town can lower this threshold, 73% of claims auto adjudicated. Use 7 data elements to check for duplicate charges. Claims greater than $25,000 are audited- Town can lower this threshold, 73% of claims auto adjudicated. Out of Network Savings/Charge Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Out of State EE will be access a dsct per claim of 4.14% not to exceed $2K per claim Advanced Claim Review - 30% of savings NPC & MNRP - 22% of savings *$50,000/claim savings cap Advanced Claim Review - 30% of savings NPC & MNRP - 22% of savings *$50,000/claim savings cap Miscellaneous / Notes *Bank Account to pay claims needs to be open for 12 months. *The run-off claims liability is $344.88 PEPM *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation *PBM: Performance Select Prescription Drug Rebate offered in BAFO *Benefits Value Advisor: $2.95 PEPM (customer advocate -help memb to make care decisions) *Stop loss can be locked via written acceptance up to 45 cal. days after quote release *Services bill through claims: Livongo, Naturally Slim, Omada, Hinge Health *Wellbeing Enable Empower cost: $7.95PEPM *Wellbeing Enable Savings: $15PEPM approx./ Empower: $20PEPM approx. *When unbundling a claim, there is a share savings of 25% charge process on the billing reconciliation *Year 3 fees increase. See proposal. *Network Access Fee Excludes direct contracts *Telemedicine - $1.25 - add dermatology no addtl cost - Behavioral Health $0.30 pepm *Will assign claims processing/customer service location(s) if named as finalist - 8 national locations (1 in TX) *Maternity Management - $0.65 pepm *Interactive Reporting - $0.40 pepm *Added pricing for dental, STD and vision administration, COBRA and FSA *Implementation: 90 days *Stop Loss interface fee waived is using preferred vendor: BP, Berkley, Optum, QBE, Sun Life, SwissRe, Symetra, Tokio Marine HCC, Voya, Zurich *Year 3 fees increase. See proposal. *Network Access Fee Excludes direct contracts *Telemedicine - $1.25 - add dermatology no addtl cost - Behavioral Health $0.30 pepm *Will assign claims processing/customer service location(s) if named as finalist - 8 national locations (1 in TX) *Maternity Management - $0.65 pepm *Interactive Reporting - $0.40 pepm *Added pricing for dental, STD and vision administration, COBRA and FSA *Implementation: 90 days *Stop Loss interface fee waived is using preferred vendor: BP, Berkley, Optum, QBE, Sun Life, SwissRe, Symetra, Tokio Marine HCC, Voya, Zurich Page 461 Item 23. Disclaimer The following summary of coverages is to be used only as an overview of each policy written and in no way should it be used, nor is intended to be used, as a substitute for the original policy provisions. It has been prepared as a guideline for your reference only. The policy/policies contain conditions, limitations and exclusions which may affect or limit coverage to be provided and should be reviewed by the insured to verify that coverage has been written as requested. All of the information contained in this proposal is subject to the terms, conditions and limitations contained in the policies. Values are based on information provided by the client. THIS DOCUMENT IS PROPRIETARY, CONFIDENTIAL AND/OR PRIVILEGED AND IS INTENDED TO BE REVIEWED ONLY BY THE INDIVIDUAL AND/OR ENTITY TO WHICH IT IS ADDRESSED. IF YOU ARE NOT THE INTENDED RECIPIENT OR A REPRESENTATIVE OF THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY REVIEW, COPYING, DISCLOSURE AND/OR DISSEMINATION OF THIS DOCUMENT OR THE INFORMATION CONTAINED HEREIN IS PROHIBITED. McGRIFF, SEIBELS & WILLIAMS, INC. COMPENSATION STATEMENT Our principal remuneration for the placement and service of your insurance policy(ies) will be by commission (a proportion of the premium paid that is allowed to us by the insurance company(ies)) and/or a mutually agreed fee. You should be aware that we may receive additional income from the following sources:  Interest or Investment Income earned on insurance premiums.  Expense Allowances or Reimbursements from insurance companies and other vendors for (a) educational and professional development programs; (b) managing and administering certain binding authorities and other similar facilities, including claims which may arise; and (c) attendance at insurance company meetings and events; all of which we believe enable us to provide more efficient service and competitive terms to those clients for whom we consider the use of such facilities appropriate.  Tier II Commission (sometimes referred to as “extra compensation”) is exclusive to the placement of employee benefits insurance and is based on premium volume of new business and/or premium retention.  Contingent Commission (sometimes referred to as “profit sharing”) which can be based on profitability, premium volume, premium retention, and/or growth. If any part of your account is on a fee basis, we will not accept contingent commissions related to your account. If you have questions or desire additional information about remuneration and other income, please contact your Agent who will put you in touch with our Chief Risk Manager for assistance. If any part of your insurance program is placed through any BB&T-owned companies (including retail insurance brokers BB&T Insurance Services, Inc. and BB&T Insurance Services of California, Inc.; wholesale insurance brokers CRC Insurance Services, Inc. and Crump Life Insurance Services, Inc.; managing general underwriter AmRisc, LP; insurance premium finance company, Prime Rate Premium Finance Corporation, Inc. or affiliates; or BB&T Assurance Company, Ltd.) disclosure of that income will also be included. McGRIFF, SEIBELS & WILLIAMS, INC. THIRD PARTY DISCLAIMER From time to time, McGriff, Seibels & Williams, Inc. (“MSW”) may share opinions or content regarding third party entities, third party providers of services, or make referrals to third party products and/or services (“Third Party Entities, Products and/or Services”). Any such opinions or content regarding Third Party Entities, Products and/or Services, or links to third party websites shared or posted on MSW’s website or social media sites do not constitute an endorsement of any third party, individual, organization, service, or product by MSW, nor does such activity indicate an affiliation with or sponsorship by MSW. Any third party representations regarding their products or services contained in their written materials or on their websites are those of the respective authors and do not reflect the affirmation, concurrence or agreement of MSW, its employees, directors, officers, parents, or affiliates that those claims are accurate. MSW assumes no liability in connection with any Third Party Entities, Products and/or Services or for the storage or any related breach in connection with your confidential information by such third parties. Further, MSW does not accept any responsibility nor does it offer any warranty regarding the quality, accuracy, timeliness, reliability or any other aspect of such Third Party Entities, Products and/or Services. MSW expressly disclaims any warranty or liability for any acts, failure to act, errors or omissions by such third parties. Accordingly, you should conduct your own due diligence of any Third Party Entities, Products or Services prior to their engagement or use. Page 462 Item 23. HIPAA RULES BUSINESS ASSOCIATE AGREEMENT PREAMBLE Pursuant to the Health Insurance Portability and Accountability Act (HIPAA) of 1996, and its implementing regulation, the Standards for Privacy of Individually Identifiable Health Information, 45 CFR part 160 and part of 164 subparts A and E, hereinafter referred to as the “HIPAA Rules,” the Covered Entity, Town of Prosper, and Business Associate, Action Pharmaceutical Consulting (APC), jointly the “Parties,” wish to enter into an Agreement that addresses the requirements of the HIPAA Rules with respect to “business associates” as defined in the HIPAA Rules. Specifically this Agreement is intended to ensure that Business Associate will establish and implement appropriate safeguards (including certain administrative requirements) relating to Protected Health Information Business Associate may create, receive, maintain, use or disclose in connection with certain functions, activities, or services (collectively “Services”) to be provided by Business Associate to Covered Entity. The Services to be provided by Business Associate are identified in the Underlying Service Agreement between the Parties. The Parties acknowledge and agree that in connection with the services to be provided, Business Associate may create, receive, maintain, use, or disclose Protected Health Information. DEFINITIONS The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules and are incorporated by reference herein: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. Business Associate- “Business Associate” generally shall have the same meaning as the term “Business Associate” at 45 CFR 160.103, and in reference to the party to this agreement shall mean Action Pharmaceutical Consulting (APC). Covered Entity- “Covered Entity” generally shall have the same meaning as the term “Covered Entity” at 45 CFR 160.103, and in reference to the party to this agreement shall mean Town of Prosper. Underlying Service Agreement. “Underlying Service Agreement” shall mean the contract, agreement or arrangement in effect at that time which governs the relationship between the Covered Entity and the Business Associate. Page 463 Item 23. APC HIPAA RULES BUSINESS ASSOCIATE AGREEMENT 2 | P a g e OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE A. Business Associate will neither use nor disclose Protected Health Information, except as permitted or required by this Agreement or in writing by Covered Entity or as Required by Law. This Agreement does not authorize Business Associate to use or disclose Covered Entity’s Protected Health Information in a manner that would violate the HIPAA Rules if done by Covered Entity, except as permitted for Business Associate’s proper management and administration, as described herein. B. Business Associate agrees to make uses and disclosures and requests for Protected He alth Information consistent with Covered Entity’s minimum necessary policies and procedures. C. Business Associate agrees to use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement. D. Business Associate agrees and acknowledges that it is acting as Covered Entity’s independent contractor and not as Covered Entity’s agent. E. Business Associate shall mitigate, to the extent practicable, any harmful effect known to Business Associate resulting from a use or disclosure in violation of this Agreement. F. Business Associate will ensure that its workforce, including all agents and/or subcontractors, is trained on the requirements under this Agreement to ensure compliance. G. Business Associate will identify all agent(s) and or subcontractor(s) and ensure that a HIPAA Business Associate Agreement with said agent(s) and/or subcontractor(s) is in place. Business Associate will further provide Covered Entity with a listing of each of its agents and subcontractors and update Covered Entity immediately should the listing change. H. Business Associate will establish and maintain a system to ensure it is fully aware of where its Protected Health Information is and to further monitor access to the Protected Health Information to ensure that it is able to meet its obligation to report Breaches and potential Breaches to Covered Entity. I. Business Associate agrees to, in accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2) if applicable, ensure that any subcontractors and/or agents that create, receive, maintain, or transmit Protected Health Information on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information. J. Business Associate agrees to provide reasonable access, at the request of Covered Entity, to Protected Health Information in a Designated Record Set that is in the Business Page 464 Item 23. APC HIPAA RULES BUSINESS ASSOCIATE AGREEMENT 3 | P a g e Associate’s custody and control, to Covered Entity or, as directed in writing by Covered Entity, to an Individual in order to meet the requirements under 45 CFR §164.524. The Parties acknowledge this provision applies only if the Business Associate maintains PHI in a Designated Record Set. If Covered Entity requests an electronic copy of Protected Health Information that is maintained electronically in a Designated Record Set in Business Associate’s custody or control, Business Associate will provide an electronic copy in the form and format specified by Covered Entity if it is readily producible in such format; if it is not readily producible in such format, Business Associate will work with Covered Entity to determine an alternative form and format that enables Covered Entity to meet its electronic access obligations under 45 CFR 164.524. K. Business Associate shall indemnify and hold harmless Covered Entity against, and reimburse Covered Entity for, any expense, loss, damages, legal fees, or costs arising out of or related to any civil or criminal claims, demands, causes of action, lawsuits, or governmental enforcement actions, whether brought by a third party or asserted by Business Associate, arising out of or related to Business Associate's acts and omissions associated with Business Associate's obligations under this Agreement or its use or disclosure of Protected Health Information. Business Associate shall further indemnify and hold harmless Covered Entity against, and reimburse Covered Entity for, any expense, loss, damages, legal fees, or costs arising out of or related to any civil or criminal claims, demands, causes of action, lawsuits, or governmental enforcement actions, whether brought by a third party or asserted by Business Associate, in the event Covered Entity is determined to be in an agency relationship with Business Associate. Such indemnification shall include, but not be limited to, the payment of all reasonable attorney’s fees and costs associated with any claim, demand, action, cause of action, or lawsuit arising out of or relating to such acts or omissions. L. Business Associate shall obtain and maintain at its sole expense, and in amounts consistent with industry standards, insurance to support its indemnification obligation under item K, above. A certificate of insurance coverage shall be provided to Covered Entity upon request. M. Business Associate agrees to develop, maintain and adhere to internal HIPAA policies and procedures designed to ensure compliance with this Agreement. INDIVIDUAL RIGHTS A. Business Associate will, upon receipt of written notice from Covered Entity, promptly amend or permit Covered Entity access to amend any portion of an individual’s Protected Health Information that is in a Designated Record Set in the custody or control of Business Associate, so that Covered Entity may meet its amendment obligations under 45 CFR § 164.526. The Parties acknowledge this provision applies only if the Business Associate maintains PHI in a Designated Record Set. B. Business Associate agrees to maintain and make available the information required to Page 465 Item 23. APC HIPAA RULES BUSINESS ASSOCIATE AGREEMENT 4 | P a g e provide an accounting of disclosures to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528 C. To allow Covered Entity to meet its obligations to account for disclosures of Protected Health Information under 45 CFR 164.528: 1) Disclosures Subject to Accounting. Business Associate will record the information specified below (Disclosure Information) for each disclosure of Protected Health Information, not excepted from Disclosure Accounting as specified below, that Business Associate makes to Covered Entity or to a third party. 2) Disclosures Not Subject to Accounting. Business Associate will not be obligated to record Disclosure Information or otherwise account for disclosures of Protected Health Information if Covered Entity need not account for such disclosures under the HIPAA Rules. 3) Disclosure Information. With respect to any disclosure by Business Associate of Protected Health Information that is not excepted from disclosure accounting under the HIPAA Rules, Business Associate will record the following Disclosure Information as applicable to the type of accountable disclosure made: a) Disclosure Information Generally. Except for repetitive disclosures of Protected Health Information described below, the Disclosure Information that Business Associate must record for each accountable disclosure is (i) the disclosure date, (ii) the name and (if known) the address of the entity to which Business Associate made the disclosure, (iii) a brief description of the Protected Health Information disclosed, and (iv) a brief statement of the purpose of the disclosure. b) Disclosure Information for Repetitive Disclosures. For repetitive disclosures of Protected Health Information that Business Associate makes for a single purpose to the same person or entity (including Covered Entity), the Disclosure Information that Business Associate must record is either the Disclosure Information specified above for each accountable disclosure, or (i) the Disclosure Information specified above for the first of the repetitive accountable disclosures; (ii) the frequency periodicity or number of the repetitive accountable disclosures; and (iii) the date of the last of the repetitive accountable disclosures 4) Availability of Disclosure Information. Business Associate will maintain the Disclosure Information for at least six (6) years following the date of the accountable disclosure to which the Disclosure Information relates. Business Associate will make the Disclosure Information available to Covered Entity within 10 calendar days following Covered Entity’s request for such Disclosure Information to comply with an individual’s request for disclosure accounting. BREACHES AND SECURITY INCIDENTS A. Business Associate will report to Covered Entity any security incident of which it becomes aware as soon as it becomes aware of such incident. Business Associate will further report to Covered Entity any attempted but unsuccessful security incident on a reasonable, regular Page 466 Item 23. APC HIPAA RULES BUSINESS ASSOCIATE AGREEMENT 5 | P a g e basis but not less than annually. Business Associate will make unsuccessful security incident reports annually except if any such Security Incident resulted in a disclosure not permitted by this Agreement or Breach of Unsecured Protected Health Information , Business Associate will make the report in accordance with the provisions in this Agreement. B. Business Associate will report to Covered Entity any use or disclosure of Protected Health Information not permitted by this Agreement or HIPAA immediately upon Business Associate becoming aware of such non-permitted use or disclosure. C. Business Associate will report any Breach or potential Breach involving the Plan’s Unsecured Protected Health Information in any form (hard copy, electronic or spoken) to Covered Entity’s designated privacy officer immediately upon discovery. When reporting a Breach or potential Breach situation, Business Associate will provide a brief description of the event, including the date of the potential Breach and the date of discovery; the type of Protected Health Information involved; the identity of who made the non-permitted use or disclosure and who received the non-permitted disclosure; any preliminary steps taken to mitigate the damage; any steps the individuals who were subject to the Breach should take to protect themselves and a description of any investigatory steps taken. Business Associate will provide other such information, including a written report and risk assessment under 45 CFR 164.402 as Covered Entity may reasonably request. Further, Business Associate will promptly supplement the information to Covered Entity if and when further information becomes available. A Breach shall be treated as discovered by Business Associate as of the first day on which such breach is known to Business Associate or, by exercising reasonable diligence, would have been known to Business Associate. Business Associate shall be deemed to have knowledge of a breach if the breach is known, or by exercising reasonable diligence, would have been known, to any person, other than the person committing the breach, who is an employee, officer, or other agent of Business Associated (determined in accordance with the federal common law of agency). D. When reporting a potential Breach or actual Breach to Covered Entity, Business Associate acknowledges that Business Associate will not implement the notification procedures required under federal law to the affected individuals, media outlets and/or HHS, as that function is reserved exclusively per this Agreement to Covered Entity. Further, Business Associate will ensure that its agents and/or subcontractors are aware that any actual or potential breach will be reported by Business Associate immediately and directly to Covered Entity. E. Business Associate shall reimburse Covered Entity all costs associated with any required notification resulting from Business Associate’s breach. F. Business Associate shall be deemed to have knowledge of a potential Breach if the Breach is known, or by exercising reasonable diligence, would have been known to any person, other than the person committing the Breach, who is an employee, officer, or other agent of Business Associate (determined in accordance with the federal common law of agency). PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE Page 467 Item 23. APC HIPAA RULES BUSINESS ASSOCIATE AGREEMENT 6 | P a g e Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information as necessary to accomplish the Services set forth in the Underlying Service Agreement provided such use or disclosure would not violate the Privacy Rule if done by the Covered Entity. Consistent with these general guidelines Business Associate may: a. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that disclosures are Required By Law, or Business Associate obtains reasonable assurances from any person or entity to whom the information is disclosed that: 1) the person or entity will hold the Protected Health Information in confidence and use or further disclose the Protected Health Information only for the purpose for which Business Associate disclosed Protected Health Information to the person or entity as Required By Law and 2) the person or entity will promptly notify Business Associate of any instance of which the person or entity is aware in which the confidentiality of the Protected Health Information has been breached. b. Business Associate will, in its performance of the functions, activities, services and operations specified in this Agreement, make reasonable efforts to use, to disclose and to request only the minimum amount of Protected Health Information reasonably necessary to accomplish the intended purpose of the use, disclosure, or request, except that Business Associate will not be obligated to comply with this minimum necessary limitation if neither Business Associate nor Covered Entity is required to limits its use, disclosure or request to the minimum necessary under the HIPAA Rules. Business Associate and Covered Entity acknowledge that the phrase “minimum necessary” shall be interpreted in accordance with the HITECH Act and HIPAA Rules. c. Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by 42 CFR 164.504(e)(2)(I)(B). d. Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with §164.502(j)(1). PRIVACY AND SECURITY OF PROTECTED HEALTH INFORMATION A. Information Safeguards. i. Privacy of Protected Health Information. Business Associate will develop, implement, maintain and use appropriate administrative, technical and physical safeguards to protect the privacy of Protected Health Information. The safeguards must reasonably protect Protected Health Information from any intentional or unintentional use or disclosure in violation of the Privacy Rule and limit incidental uses or disclosures made pursuant to a use or disclosure otherwise permitted by this Agreement. To the extent the Page 468 Item 23. APC HIPAA RULES BUSINESS ASSOCIATE AGREEMENT 7 | P a g e Underlying Service Agreement specifies that Business Associate will carry out directly one or more of Covered Entity’s obligations under the Privacy Rule, Business Associate will comply with the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligations. ii. Security of Covered Entity’s Electronic Protected Health Information. Business Associate will comply with the Security Rule and will use appropriate administrative, technical and physical safeguards that reasonably or appropriately protect the confidentiality, integrity and availability of Electronic Protected Health Information that Business Associate creates, receives, maintains or transmits on Covered Entity’s behalf. Business Associate will make any risk assessment documentation available to Covered Entity upon Covered Entity’s request. iii. No Transfer of Protected Health Information Outside United States. Business Associate will not transfer Protected Health Information outside of the United States without the prior written consent of Covered Entity. In this context, a transfer outside of the United States occurs if Business Associate’s workforce members, agents or subcontractors physically located outside of the United States are able to access, use or disclose Protected Health Information. B. Subcontractors. Business Associate will required each of its Subcontractors to agree, in a written agreement with Business Associate, to comply with the provisions of the Security Rule; to appropriately safeguard Protected Health Information created, received, maintained or transmitted on behalf of Business Associate; and to apply the same restrictions and conditions that apply to Business Associate with respect to such Protected Health Information. C. Prohibition on Sale of Protected Health Information. Business Associate shall not engage in any sale (as defined in the HIPAA Rules) of Protected Health Information. D. Prohibition on Use or Disclosure of Genetic Information. Business Associate shall not use or disclose Genetic Information for underwriting purposes in violation of the HIPAA Rules. E. Penalties for Non-Compliance. Business Associate acknowledges that it is subject to civil and criminal enforcement for failure to comply with the HIPAA Rules, to the extent provided by the HITECH Act and the HIPAA Rules. COMPLIANCE WITH ELECTRONIC TRANSACTIONS RULE If Business Associate conducts in whole or part electronic Transactions on behalf of Covered Entity for which HHS has established standards, Business Associate will comply, and will require any Subcontractor it involves with the conduct of such Transactions to comply, with each Page 469 Item 23. APC HIPAA RULES BUSINESS ASSOCIATE AGREEMENT 8 | P a g e applicable requirement of the Electronic Transactions Rule and of any operating rules adopted by HHS with respect to Transactions. OBLIGATIONS OF COVERED ENTITY A. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR §164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of Protected Health Information. B. Covered Entity shall notify Business Associate of any changes in , or revocation of the permission by an Individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate’s use or disclosure of Protected Health Information. C. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of Protected Health Information. D. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity. TERM AND TERMINATION A. Term. The Term of this Agreement shall be effective as of January 1, 2020 and shall terminate upon termination of the Underlying Services Agreement or on the date Covered Entity terminates for cause, whichever is sooner, subject to this Agreement’s provisions regarding return or destruction of Protected Health Information. B. Termination for Cause. Covered Entity may terminate this Agreement if it determines, in its sole discretion, that Business Associate has breached any provision of this Agreement, and after written notice to Business Associate of the Breach, Business Associate has failed to cure the breach within the time specified by Covered Entity. Any such termination shall be effective immediately or at such other date specified by Covered Entity’s notice of termination. C. Obligations of Business Associate Upon Termination. 1. Except as provided in paragraph (2) of this section, upon termination of this Agreement, for any reason, Business Associate shall return all Protected Health Information received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of Page 470 Item 23. APC HIPAA RULES BUSINESS ASSOCIATE AGREEMENT 9 | P a g e subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. 2. Upon termination of this Agreement for any reason, Business Associate, with respect to Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall: i. Retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; ii. Return to Covered Entity the remaining Protected Health Information that Business Associate still maintains in any form; iii. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent use or disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Business Associate retains the Protected Health Information for Protected Health Information that cannot be feasibly destroyed or returned, while limiting further uses and disclosures to those purposes that make the return or destruction of the information infeasible; iv. Not use or disclose the Protected Health Information retained by Business Associate other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out in this Agreement, which applied prior to termination; and v. Return to Covered Entity the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities. E. Survival. The obligations of Business Associate to protect the privacy and safeguard the security of Protected Health Information as specified in this Agreement will be continuous and shall survive the termination of the Agreement and/or the Underlying Service Agreement. GENERAL PROVISIONS A. Third Party Beneficiaries. Nothing in this agreement shall be construed to create any third party beneficiary rights in any person, including any participant or beneficiary of the Plan. Page 471 Item 23. APC HIPAA RULES BUSINESS ASSOCIATE AGREEMENT 10 | P a g e B. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. C. Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended. D. Amendment. The Parties agree to take such action as is necessary to amend this agreement from time to time to comply with the requirements of the HIPAA Rules and any other applicable law. This Agreement may be amended only by a written instrument signed by the parties. E. Inspection Rights. Business Associate agrees to make internal practices, books, and records, available to the Secretary for purposes of determining compliance with HIPAA Rules. F. Construction and Interpretation. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement has been negotiated at arm’s length and each of the parties has had an opportunity to modify the language of the Agreement. Accordingly, the Agreement shall be treated as having been drafted equally by the parties and the language shall be construed as a whole and according to its fair meaning. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. Any presumption or principle that the language is to be construed against any party shall not apply. G. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by the law of California, except to the extent preempted by federal law. H. Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. I. Notices. All notice and communications required by this Agreement shall be in writing. Such notices and communications shall be given in one of the following forms: (i) by delivery in person; (ii) by a nationally-recognized, next-day courier service; (iii) by first- class, registered or certified mail, postage prepaid; or (iv) by electronic mail to the address that each party specifies in writing. J. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral, with regard to this same subject matter. Page 472 Item 23. APC HIPAA RULES BUSINESS ASSOCIATE AGREEMENT 11 | P a g e IN WITNESS WHEREOF, and in consideration of the mutual promises and provisions contained herein, the parties have executed this Agreement to safeguard the Protected Health Information of the Plan’s participants and beneficiaries. Town of Prosper Action Pharmaceutical Consulting Signature: Signature: Printed Name: Harlan Jefferson Printed Name: Aaron Bren Title: Town Manager Title: CEO Date: Date: Page 473 Item 23. PROACT, INC. SERVICE AGREEMENT with Town of Prosper ProAct, Inc. 6333 Route 298 East Syracuse, New York 13057 (315) 287-3652 Page 474 Item 23. 2 SERVICE AGREEMENT Table of Contents ARTICLE 1 ......................................................................................................................................3 DEFINITIONS .......................................................................................................................3 ARTICLE 2 ......................................................................................................................................6 PROACT SERVICES ............................................................................................................6 ARTICLE 3 ......................................................................................................................................10 IMPLEMENTATION ............................................................................................................10 ARTICLE 4 ......................................................................................................................................10 DUTIES TO BE PERFORMED BY PLAN SPONSOR .......................................................10 ARTICLE 5 ......................................................................................................................................12 PAYMENTS DUE PROACT ................................................................................................12 ARTICLE 6 ......................................................................................................................................13 RECORDS .............................................................................................................................13 ARTICLE 7 ......................................................................................................................................14 REBATE ADMINISTRATION ............................................................................................14 ARTICLE 8 ......................................................................................................................................15 INDEMNIFICATION ............................................................................................................15 ARTICLE 9 ......................................................................................................................................16 DISPUTE RESOLUTION PROCEDURE ............................................................................16 ARTICLE 10 ....................................................................................................................................16 CONFIDENTIALITY ............................................................................................................16 ARTICLE 11 ....................................................................................................................................17 EXCLUSIVITY .....................................................................................................................17 ARTICLE 12 ....................................................................................................................................18 TERM AND TERMINATION ..............................................................................................18 ARTICLE 13 ....................................................................................................................................19 GENERAL PROVISIONS ....................................................................................................19 EXHIBIT A .......................................................................................................................................25 ADMINISTRATIVE FEE SCHEDULE ...............................................................................25 EXHIBIT B .......................................................................................................................................28 BUSINESS ASSOCIATE AGREEMENT ............................................................................28 Page 475 Item 23. 3 PROACT, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT (hereinafter referred to as the “Agreement”) is entered into this first day of January, 2020, between ProAct, Inc., a New York corporation with offices located at 6333 Route 298, East Syracuse, New York 13057 (hereinafter referred to as “ProAct”), and Town of Prosper with offices located at 200 S. Main Street, 3rd Floor, Prosper, TX 75078 (hereinafter referred to as “Plan Sponsor”). WHEREAS, Plan Sponsor is a business organized under the laws of the State of Texas and desires to offer a pharmacy prescription drug benefit plan providing for the dispensing of prescription drugs and other covered products to Plan Participants; and WHEREAS, Plan Sponsor desires to hereby engage ProAct to perform services relating to prescription drug claim processing, eligibility verification, mail service pharmacy and preparation of drug management and utilization reports required by Plan Sponsor; and WHEREAS, ProAct is qualified to perform the matters referred to hereunder and is willing to do so upon and subject to the terms and conditions hereof. NOW THEREFORE, in consideration of the mutual promises and agreement herein contained, Plan Sponsor and ProAct hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 Average Wholesale Price The term “Average Wholesale Price” shall mean the average wholesale price of a prescription drug or medication dispensed as set forth in the current price list updated no less than weekly in recognized sources such as Medi-Span or First Data Bank, including its supplements, or other nationally recognized pricing source as determined by ProAct in its sole discretion. The applicable Average Wholesale Price (“AWP”) for prescriptions dispensed at retail and mail services pharmacies shall be based on the actual package size submitted. In the event of any material change in the method used to determine AWP by First DataBank or Medi-Span, or should First DataBank and Medi-Span not continue to publish AWP pricing, the parties agree to modify the pricing hereunder to maintain the parties’ respective economic position under this Agreement as of the Effective Date such that the aggregate net price of a product is the same as before such change or discontinuance occurred. Page 476 Item 23. 4 1.2 Benefit Plan The term “Benefit Plan” shall mean Plan Sponsor’s plan document covering prescription drug benefits, including Claims processing parameters and other information specifying healthcare coverage for Plan Participants, as those parameters currently exist or may be amended in the future. Plan Sponsor will provide ProAct with certain information relating to such Benefit Plans (“Benefit Plan Information”), as required in Section 4.2. 1.3 Claims The term “Claims” shall mean those prescription drug claims processed through ProAct’s on-line claims adjudication system or otherwise transmitted or processed in accordance with the terms of this Agreement in connection with a Benefit Plan. 1.4 Copayment The term “Copayment” shall mean such amounts as are required to be paid to Participating Pharmacies by Plan Participants according to the Benefit Plan Information provided by Plan Sponsor, which may be a deductible, a percentage of the prescription price or a fixed charge. 1.5 Dispensing Fee The term “Dispensing Fee” shall mean the amount established by agreement between Plan Sponsor and ProAct on the date of execution hereof, and modified thereafter by agreement between ProAct and Plan Sponsor, as the standard Participating Pharmacy fee for filling a single prescription. 1.6 Effective Date The term “Effective Date” shall mean the date upon which this Agreement shall be effective. The Effective Date is January 1, 2020. 1.7 ERISA The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. 1.8 Formulary The term “Formulary” shall mean the list of prescription drugs and medications identified by ProAct for routine use and which will be dispensed through Participating Pharmacies to Plan Participants. 1.9 HIPAA The term “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder. 1.10 Identification Cards The term “Identification Cards” (“ID Cards”) shall mean printed identification cards containing specific information about the prescription drug benefits to which the Plan Participants are entitled. All ID Cards shall have the applicable ProAct pharmacy Page 477 Item 23. 5 network logo or other method of identifying the fact that ProAct is the provider of the prescription drug benefit in a form acceptable to ProAct. 1.11 Implementation Date The term “Implementation Date” shall mean the date upon which ProAct completes the input of Plan Sponsor’s Plan Participants List, unless such date is extended because Plan Sponsor’s data required conversion or is in a format that is unacceptable to ProAct, pursuant to Section 3.2. 1.12 Maximum Allowable Cost or MAC The term “Maximum Allowable Cost” or “MAC” shall mean the unit price that has been established by ProAct for a multi-source drug (i.e., a drug with more than two sources) included on the MAC drug list applicable to Plan Sponsor, which list may be amended from time to time by ProAct in maintaining its generic pricing program. Plan Sponsor acknowledges that the MAC list applicable to Plan Sponsor is not the same as the MAC published by the Centers for Medicare and Medicaid Services (formerly known as the Health Care Financing Administration, or “HCFA MAC”). 1.13 Participating Pharmacies The term “Participating Pharmacies” shall mean those organizations which contract with ProAct to provide Pharmacy Drug Services for Plan Participants and shall include, but shall not be limited to, walk-ins, mail order, specialty injectible and e-commerce vendors. 1.14 Pharmaceutical Manufacturer The term “Pharmaceutical Manufacturer” shall mean a pharmaceutical company which has entered into an agreement with ProAct to offer discounts for pharmaceutical products. 1.15 Pharmacy Network The “Pharmacy Network” consists of a retail pharmacy network, established and maintained by ProAct, to provide covered prescription drugs and other products. 1.16 Pharmacy Network Management The term “Pharmacy Network Management” shall mean ProAct’s responsibility for contract reimbursement negotiations as well as provider relations with Participating Pharmacies. Reimbursement negotiations shall include: i) payment terms; ii) method of payment; iii) timeliness of payment; and iv) access fees, as well as any other issues related to payment to Participating Pharmacies. Provider relations shall include: i) store information updates; ii) credentialing; iii) contract compliance; and iv) Plan Participant service issues, as well as any other issues related to the relationship with Participating Pharmacies. 1.17 Plan Participants The term “Plan Participants” shall mean those individuals who are entitled to Prescription Drug Services under the Plan as identified by Plan Sponsor as set forth in Plan Sponsor’s eligibility file prepared and maintained by Plan Sponsor and delivered to ProAct. Page 478 Item 23. 6 1.18 Plan Participants List The term “Plan Participants List” shall have the meaning set forth in Section 3.2. 1.19 Prescription Drug Services The term “Prescription Drug Services” shall mean all claims processing, reporting, rebate administration, pharmacy network management and other pharmacy benefit management services to be provided by ProAct pursuant to this Agreement. 1.20 Protected Health Information or PHI The terms “Protected Health Information” or “PHI” shall have the meaning given such terms by HIPAA but limited to that information created or received by ProAct in its capacity as a business associate to the Benefit Plan. 1.21 Rebates The term “Rebates” shall mean the formulary rebates, including base and market share rebates, collected by ProAct in its capacity as a group purchasing organization for the Benefit Plan from various pharmaceutical companies that are attributable to the utilization of single source brand prescription drugs by Plan Participants. ARTICLE 2 PROACT SERVICES 2.1 Claims Processing Services. ProAct shall provide Claims processing services related to Claims for prescriptions dispensed on or after the Effective Date of this Agreement. ProAct shall process Claims received from Participating Pharmacies and Plan Participants, determine whether such Claims qualify for reimbursement in accordance with the terms of the applicable Benefit Plan and determine the applicable payment. ProAct agrees to process Claims within National Council for Prescription Drug Programs (NCPDP) prevailing standards. ProAct shall process Claims within the time frames established by applicable state and federal law. Upon termination of this Agreement, ProAct shall be obligated to process only those Claims which are for prescriptions dispensed before the termination date and which are received by ProAct within ninety (90) days of the termination date. Any Claims submitted and processed after the termination date will be invoiced at the rates set forth for such Claims in Exhibit A. ProAct shall arrange for the following services to be provided upon receipt of a Claim: (a) Verify that the patient for which the prescription has been claimed is a Plan Participant and is entitled to Prescription Drug Services. (b) If applicable, verify that the prescriber is an authorized prescriber under the Benefit Plan. (c) Verify that the medication dispensed is a drug covered by the Benefit Plan. Page 479 Item 23. 7 2.2 Collection of Copayment by Participating Pharmacies. Prior to providing to a Plan Participant any Prescription Drug Services to which such Plan Participant is or may be entitled under a Benefit Plan, Participating Pharmacies shall be required to collect from Plan Participant the amount of any applicable Copayment. Participating Pharmacies shall not recover from Plan Participants any unpaid balances due Participating Pharmacies from ProAct or Plan Sponsor. 2.3 Mail Order Delivery Pharmacy. ProAct shall provide mail order home delivery services through PROACT Pharmacy Services as follows: (a) Dispense new or refill prescriptions following receipt from a Plan Participant of a prescription and a completed order or refill order form and any applicable Copayment; (b) Fill prescriptions subject to the professional judgment of the dispensing pharmacist, good pharmacy practices in accordance with local community standards and product labeling guidelines; and (c) Ship all filled prescriptions to Plan Participants via United States postal service or other appropriate carriers to the address provided by the Plan Participant. 2.4 Direct Plan Participant Reimbursement. To the extent authorized by the Benefit Plan, ProAct or Plan Sponsor shall provide Plan Participants with a ProAct (and Plan Sponsor approved) Claim form for use for reimbursement for Prescription Drug Services provided by a Participating or non-Participating Pharmacy. When such a Claim is submitted on the approved form, ProAct shall process the Claim according to the Benefit Plan and in the amount approved by Plan Sponsor for payment. 2.5 Claim Submission. Plan Sponsor acknowledges that ProAct shall require the Participating Pharmacies to send to ProAct, at the expense of the Participating Pharmacies, Claims via on-line point-of-sale terminals (“POS”), and/or on the Universal Claim Forms (“UCF”), and/or magnetic tapes or diskettes containing Claims information. Incorrect Claims will be denied. The Claim forms shall be sent to: ProAct, Inc. 1230 US Highway 11 Gouverneur, New York 13642 Attention: Helpdesk or at such other address designated by ProAct upon written notice. 2.6 Pharmacy Network Administration. ProAct shall contract with Participating Pharmacies at various reimbursement rates throughout the term of the Agreement, and shall charge Plan Sponsor a blended reimbursement rate which may be greater or less than the actual rate paid to Participating Pharmacies. Plan Sponsor acknowledges and agrees that such Page 480 Item 23. 8 difference in provider discount, if any, shall be retained by ProAct as compensation for administering the pharmacy network. 2.7 Therapeutic Alternative Program. Generic substitutions may be conducted through ProAct’s mail order delivery service pharmacies and Participating Pharmacies under a program that substitutes brand name drugs with generic equivalents or therapeutic alternatives, where available and clinically appropriate, unless (i) the prescriber requires the prescription to be dispensed as written and does not authorize generic substitution; or (ii) the Plan Participant has notified the dispensing pharmacy to dispense the brand name drug only. 2.8 Payments to Participating Pharmacies. ProAct shall pay to the Participating Pharmacies, on behalf of Plan Sponsor, such reimbursement as may be agreed upon by Plan Sponsor and ProAct for dispensing of prescriptions to Plan Participants no later than fourteen (14) business days from confirmation of receipt of funds from Plan Sponsor for this purpose. 2.9 Transaction Charges. Participating Pharmacies shall be responsible for any applicable transaction charges associated with the submission of Claims to ProAct. Such charges are to be deducted by ProAct from the reimbursements to such Participating Pharmacies. Reimbursement checks to Participating Pharmacies using POS, Pharmacy Computer Systems and UCF for Claims processing will be paid in the net amount of the Claim after deduction by ProAct of all applicable transaction charges. 2.10 Customer Service for Pharmacy and Plan Participant Inquiries. ProAct shall be responsible for responding to inquiries from Participating Pharmacies and Plan Participants regarding the services provided by ProAct under this Agreement through a ProAct toll-free phone line. Services to be provided by ProAct include providing answers to questions on eligibility, Benefit Plan guidelines, deductibles, Copay levels, maximum benefit status, instructions on completing a direct Plan Participant reimbursement claim form and status of direct Plan Participant reimbursement claims. 2.11 Hours of Service. ProAct’s 800 Help Line shall be available to Plan Sponsors, Participating Pharmacies and Plan Participants 24 hours a day. These hours do not include national holidays and may be changed at any time. ProAct shall notify Plan Sponsor and the Participating Pharmacies prior to any changes to the schedule of business hours. 2.12 Pharmacy Audits. ProAct shall maintain criteria, which it may amend from time to time, to establish when and how a Participating Pharmacy shall be audited to determine compliance with its contract with ProAct. The audit may be conducted by ProAct’s internal auditors or its outside auditors or by ProAct’s review of electronically transmitted Claims. On-site pharmacy audits shall be conducted on a contingency basis. ProAct shall not be required to institute any action to collect any overpayments to Participating Pharmacies. Page 481 Item 23. 9 2.13 Core Reports. ProAct shall prepare and deliver to Plan Sponsor core claims reports no later than thirty (30) days from the close of each quarter. Additional or customized reports shall incur costs to Plan Sponsor as described in Exhibit A. 2.14 Eligibility and Benefit Plan Changes. ProAct shall load Plan Participant data into the ProAct system no later than five (5) business days from receipt of such data. ProAct shall have thirty (30) days to implement any changes in any coverage criteria used by Plan Sponsor that require customized edits. The charges, as determined by agreement between ProAct and Plan Sponsor, for the necessary custom programming to implement any such customized edit will be borne by Plan Sponsor unless otherwise agreed by the parties. Plan Sponsor shall be bound by the change date requirements as described in Section 4.2 of this Agreement. 2.15 Plan Participant Services. Plan Participants shall be able to view their personal drug history for retail and mail order medications, expenditures and Copayments. 2.16 Government Agency Submitted Claims. Plan Sponsor acknowledges that government agencies may seek eligibility or similar data from ProAct regarding Plan Participants. Additionally, government agencies, or their agents, may submit to ProAct claims for reimbursement for prescription drug benefits provided by such government agencies to Plan Participants (“Government Claims”). Plan Sponsor authorizes ProAct to provide such data as requested by government agencies or their agents and further authorizes ProAct to process such Government Claims on behalf of Plan Sponsor. Plan Sponsor shall reimburse ProAct for all amounts advanced by ProAct for payment of Government Claims. Plan Sponsor acknowledges that Government Claims submitted by or on behalf of a state Medicaid agency shall be paid if submitted within three (3) years from the original date of fill unless a longer period is required by applicable law. In addition, Government Claims submitted by or on behalf of a state Medicaid agency may not be denied on the basis of the format of the Government Claim or failure to present proper documentation at the point-of-sale. Plan Sponsor shall also reimburse ProAct for any adjustments or reconciliations to previously processed Government Claims that may be payable to government agencies in accordance with applicable laws and regulations. ProAct reserves the right to (i) terminate these services upon ninety (90) days’ prior written notice to Plan Sponsor; or (ii) delegate these services to a third party claims processor. 2.17 Non-Standard or Excessive Services or Materials. In the event Plan Sponsor requests non-standard Identification Cards, services, forms, materials or documents, or standard services, forms, materials or documents in an amount which ProAct determines to be unreasonable or excessive, Plan Sponsor shall be charged for such additional services as provided based on the fee structure described in Exhibit A. 2.18 Additional Services. In the event that Plan Sponsor requests ProAct to provide services other that those described herein, including special research projects, special reports, consultative services (e.g., HIPAA compliance consultation), ProAct system changes to accommodate changes in Plan Sponsor’s Benefit Plan or system, or other tasks to be Page 482 Item 23. 10 specifically performed for or on behalf of Plan Sponsor, Plan Sponsor shall pay to ProAct an additional charge to be mutually agreed upon by the parties in writing before the services are provided. ARTICLE 3 IMPLEMENTATION 3.1 Implementation Services. ProAct shall provide standard implementation services to Plan Sponsor at no additional charge. In consultation with Plan Sponsor, ProAct shall develop a mutually agreeable implementation plan prior to the Effective Date. . 3.2 Plan Participant Lists. Plan Sponsor shall provide to ProAct (i) a full file list of Plan Participants (including eligible dependents) as described in Section 4.1 hereof at least fourteen (14) days prior to the Implementation Date in a format acceptable to ProAct; (ii) the governing Benefit Plan, including a summary plan description; and (iii) such other information required by Section 4.2 hereof describing the Plan Sponsor’s Benefit Plan to be used by ProAct to provide Prescription Drug Services under the terms of this Agreement. ARTICLE 4 DUTIES TO BE PERFORMED BY PLAN SPONSOR 4.1 Eligibility Data. Plan Sponsor shall provide to ProAct all information concerning the Prescription Benefit Plan and Plan Participants necessary for ProAct to perform the Prescription Drug Services, including all updates thereto, on a daily basis and at least fourteen (14) days prior to the Implementation Date. Plan Sponsor shall be responsible for ensuring the accuracy of the Eligible Member List and Plan Sponsor shall be obligated to pay ProAct for Claims accepted by ProAct that are submitted by or on behalf of persons listed on any Plan Participants List. Plan Sponsor shall bear the entire risk of all fraudulent Claims submitted by Plan Participants or by unauthorized persons using a Plan Participant’s ID Card or identification number. The Plan Participant List shall contain the following minimum information: • Plan Participant's identification number; • Plan Participant’s full name (last, first, and middle initial); • Plan Participant’s date of birth; • Plan Participant’s address; • the names of dependents; • the dates of birth for dependents; • the date the Plan Participant’s participation in Prescription Drug Services under the Benefit Plan becomes effective; • the date the Plan Participant’s participation in Prescription Drug Services under the Benefit Plan is terminated; • the Benefit Plan group number Page 483 Item 23. 11 Plan Sponsor agrees to indemnify ProAct for any damages related to Plan Sponsor’s failure to provide accurate and timely data described in this Section 4.1. 4.2 Benefit Plan Information. Thirty (30) days prior to the Effective Date hereof, Plan Sponsor will deliver to ProAct detailed Benefit Plan Information. Such information shall contain all of the elements required by ProAct so that ProAct may verify and price the Claims submitted by Participating Pharmacies, and to prepare the various reports as described in this Agreement. In addition, Plan Sponsor shall provide any Benefit Plan Information changes to ProAct immediately, preferably thirty (30) days prior the date such changes shall become effective (the “Change Date”), except that changes to Benefit Plan Information that are to be effective on January 1 of any given year must be provided to ProAct at least ninety (90) days prior to January 1. Failure to provide Benefit Plan Information changes within the time frames described in this Section 4.2 may result in postponement of the proposed Change Date. Plan Sponsor shall also provide to ProAct copies of and any subsequent changes to the applicable plan document, certificate of insurance or summary plan description documentation containing Benefit Plan Information related to the Prescription Drug Services administered by ProAct under this Agreement. 4.3 Notification Requirements. Plan Sponsor will review all reports, statements, and invoices provided by ProAct and shall notify ProAct in writing of any errors or objections within thirty (30) days of receipt. Specifically, this shall also apply to all service requests, benefit change request forms, pharmacy operations change requests or any notification resulting from an independent audit. Until Plan Sponsor notifies ProAct in writing of any errors or objections, ProAct will be entitled to rely on the information contained in the reports, statements, and invoices. If Plan Sponsor does not notify ProAct in writing of any errors or objections within the thirty (30) day period, the information contained therein will be deemed accurate, complete, and acceptable to Plan Sponsor, and thereafter ProAct shall have no liability related thereto. This does not apply with respect to any undercharges or underpayments of Plan Sponsor. 4.4 Plan Participant Copayments. ProAct may, but shall not be obligated to, dispense a prescription even if the prescription is not accompanied by the applicable Copayment. ProAct will credit any amount submitted by Plan Participant in excess of the Plan Participant’s Copayment. In the event a Plan Participant submits to ProAct an insufficient Copayment and the Plan Participant fails to remit the balance of the Copayment amount to ProAct within thirty (30) days of ProAct’s request, then ProAct shall have the right to invoice Plan Sponsor and Plan Sponsor shall have an obligation to pay ProAct the amount of the uncollected Copayment. Page 484 Item 23. 12 ARTICLE 5 PAYMENTS DUE PROACT 5.1 Invoicing. ProAct shall invoice Plan Sponsor for claims on a bi-weekly basis. Plan Sponsor shall remit to ProAct via overnight mail the full amount reflected on such invoices within ten (10) business days to the bank account designated by ProAct. Should said amount not be remitted via overnight mail within ten (10) business days, Plan Sponsor shall be subject to interest charged on all overdue amounts at an amount equal to one and one-half percent (1.5%) per month, to accrue on a daily basis. If Plan Sponsor questions the amount of the Statement, Plan Sponsor may notify ProAct of its questions regarding said amount but shall remain obligated to send via overnight mail the full amount of the invoice. If ProAct receives such a notice, it shall make a commercially reasonable effort to respond to such questions within five (5) business days. 5.2 Suspension of Services. In the event amounts due ProAct under Section 5.1 are more than two (2) days’ past due and payment has not yet been sent via overnight mail to a ProAct designated bank account, then ProAct may give notice to Plan Sponsor of ProAct’s intent to suspend its services and system operations. At any time thereafter, ProAct may terminate this Agreement as provided in Article 12 of this Agreement. Plan Sponsor shall be responsible for all costs of collection and agrees to reimburse ProAct for such costs and expenses, including reasonable attorneys’ fees. 5.3 Deposit. In the event Plan Sponsor fails to remit its full payment within ten (10) business days of its receipt of ProAct’s invoice three (3) or more times during any twelve (12) month period, ProAct shall have the option, in its sole discretion, to collect from Plan Sponsor a deposit in an amount equal to the average invoice amount over the previous six (6) months, or, if there is a less than six (6) months’ billing history, then such deposit shall be equal to the average invoice amount over the actual billing history. ProAct shall retain the deposit until the termination of this Agreement, at which time such deposit shall be returned, without interest, less any offsets for payment defaults and collection costs (in accordance with Section 5.5 below). 5.4 Sale and Use Taxes. The parties hereby agree that the payment of any and all state and local sales taxes and use taxes attributable to any Prescription Drug Services delivered pursuant to this Agreement shall be the sole and exclusive obligation of Plan Sponsor. 5.5 Offsets. In the event of any uncured payment default, Plan Sponsor hereby authorizes ProAct to offset the amount of such payment defaults and collection costs against any amounts otherwise payable to Plan Sponsor (including any Rebate amounts as provided in Article 7) or Plan Sponsor’s deposit (as described in Section 5.3 above). Page 485 Item 23. 13 ARTICLE 6 RECORDS 6.1 Maintenance of Records. ProAct shall maintain, in the original form or other media, the Claims received from the Pharmacy Network and adequate records to establish payment to the Pharmacy Network. Upon prior written notification to ProAct, Plan Sponsor shall have access to such records during normal business hours. 6.2 Use of Information. ProAct and Plan Sponsor may use, reproduce, or adapt information obtained in connection with this Agreement, including Claims data information and eligibility information, in any manner they deem appropriate, except that each party and its agents, employees and contractors shall maintain the confidentiality of this information to the extent required by applicable Law, including the provisions of HIPAA, and may not use the information in any way prohibited by Law. Each party shall be solely responsible for its own use of the information and shall indemnify and hold the other party harmless for, from and against any and all costs, losses and damages incurred by such other party as a result of such use. 6.3 Ownership of Information. Without limiting the generality of Section 6.2, and subject to the restrictions set forth therein: a. Claims data information provided to ProAct directly by Plan Sponsor shall be the property of Plan Sponsor. b. Plan Sponsor agrees that the aggregate compilations of information contained in any and all databases developed by ProAct or its designees, and any prior and future versions thereof, are the property of ProAct and protected by copyright which shall be owned by ProAct. c. ProAct, its agents, employees, and contractors shall have the right to use, reproduce, and adapt all information obtained in connection with this Agreement, to render services to ProAct’s clients and to develop new products and services which may be outside the scope of this Agreement. Any work, compilation, processes, or inventions developed by ProAct or its agents, employees, or contractors pursuant to this Section 6.3 shall be owned by ProAct and deemed its confidential information. 6.4 Right to Audit Claims and Business Records. Plan Sponsor may inspect and audit once annually ProAct’s business records that directly relate to billings made to Plan Sponsor for Claims. ProAct may inspect and audit, or cause to be inspected and audited, once annually the books and records of Plan Sponsor directly relating to this Agreement, including the existence and number of Plan Participants. Plan Sponsor and ProAct shall fully cooperate with representatives of each other and with representatives of any regulatory or accreditation agency in the conduct of any such inspection or audit. Such audits shall be at the auditing party’s sole expense and shall only be made during normal business hours, following fifteen (15) days' written notice, without undue interference to Page 486 Item 23. 14 the audited party’s business activity, and in accordance with reasonable audit practices. An audit of ProAct’s records shall be conducted at ProAct’s office where such records are located and shall be limited to transactions over the twelve (12) month period preceding such audit. If a completed audit reveals a discrepancy in the results and the previous calculations of the audited party, then the auditing party shall deliver written notice setting forth in reasonable detail the basis of such discrepancy. The parties shall use reasonable efforts to resolve the discrepancy within thirty (30) days following delivery of the notice, and such resolution shall be final, binding, and conclusive upon the parties. Upon a final and conclusive determination of a discrepancy revealed by an audit procedure under this Agreement, the party that owes money shall pay such sums to the other party within thirty (30) days of the delivery of the conclusive audit findings. ARTICLE 7 REBATE ADMINISTRATION 7.1 Appointment of ProAct as Agent. Plan Sponsor appoints ProAct as its exclusive agent for the purpose of negotiating and arranging for Rebates on the purchase of prescription drugs from Pharmaceutical Manufacturers. ProAct agrees that it will comply with all applicable state and federal laws and regulations regarding the administration of Rebates on the purchase of prescription drugs. Plan Sponsor represents that it does not have any existing direct rebate and/or chargeback agreements with any Pharmaceutical Manufacturer and also agrees that during the term of this Agreement Plan Sponsor will not negotiate or arrange for rebates on the purchase of Prescription Drug Services from any Pharmaceutical Manufacturer. In the event Plan Sponsor negotiates directly with a Pharmaceutical Manufacturer for rebates on the purchase of prescription drugs, ProAct may immediately terminate Plan Sponsor’s participation in ProAct’s Rebate program. 7.2 Participation in Program. Plan Sponsor shall be eligible to receive rebates from certain Pharmaceutical Manufacturers for prescription drugs dispensed to Plan Participants who are covered by Benefit Plans which meet the following criteria: • Develop, publish and distribute a drug formulary or other drug product selection guide consistent with ProAct’s recommended drug Formulary and preferred product list, including all subsequent revisions; • Provide feedback to Plan Sponsor to ensure compliance with Plan Sponsor’s drug formulary via established communication mechanisms (e.g., retrospective drug utilization review/evaluation programs, provider newsletters, contract compliance programs); and • Meet the eligibility criteria of each of the respective Pharmaceutical Manufacturers for plan applicable agreements. 7.3 Rebate Disclosure. Plan Sponsor agrees that it will fully comply with ERISA. In providing services under this Agreement, ProAct is not acting as a fiduciary (as defined Page 487 Item 23. 15 in Section 3.21(a) of ERISA) of Plan Sponsor’s prescription drug program and Plan Sponsor shall not name ProAct as a “plan fiduciary.” 7.4 Eligible Rebate Data. Claims which have been submitted to: (i) Medicaid; (ii) Medicare; or (iii) any other state or federal health care program which receives rebates, discounts, chargebacks or other forms of price reduction directly from Pharmaceutical Manufacturers shall not be eligible to participate in ProAct’s Rebate program. Plan Sponsor will not contract, directly or indirectly, with any other entity for discounts, rebates or financial incentives on pharmaceutical products or formulary programs for claims processed by ProAct pursuant to this Agreement. In the event Plan Sponsor negotiates or arranges with a pharmaceutical manufacturer for rebates or similar discounts and any Pharmaceutical Manufacturer’s audit of ProAct’s Rebate program reveals improperly calculated rebates, then Plan Sponsor shall be solely responsible for the reimbursement of any Rebates improperly made and the cost of the audit services. 7.5 Other Pharmaceutical Relationships. Nothing in this Article 7 shall preclude ProAct from pursuing other, independent sources of revenue from Pharmaceutical Manufacturers and engaging in other revenue-producing relationships with Pharmaceutical Manufacturers. ARTICLE 8 INDEMNIFICATION 8.1 Indemnity by Plan Sponsor. To the extent allowed by Texas law, Plan Sponsor shall indemnify and hold ProAct, its officers, directors, shareholders, employees, successors, other agents and assigns (“ProAct Indemnitees”), harmless from and against any claims, liabilities, damages, judgments or other losses (including attorneys’ fees) imposed upon or incurred by ProAct Indemnitees arising out of or as a result of any acts or omissions of Plan Sponsor, its officers, directors, employees or other agents, in connection with the performance of any of their respective obligations under this Agreement, including, without limitation, the submission to Participating Pharmacies or Pharmaceutical Manufacturers of inaccurate or false information provided by Plan Sponsor. 8.2 Indemnity by ProAct. ProAct shall indemnify and hold Plan Sponsor and its officers, directors, shareholders, employees, successors, other agents and assigns (“Plan Sponsor Indemnitees”), harmless from and against any claims, liabilities, damages, judgments or other losses (including attorneys’ fees) imposed upon or incurred by Plan Sponsor Indemnitees arising out of or as a result of any acts or omissions of ProAct, its officers, directors, employees or other agents, in connection with the performance of any of their respective obligations under this Agreement. 8.3 Limitation of Liability. ProAct relies on Medi-Span or First Data Bank or other industry comparable databases in providing Plan Sponsor and Plan Participants with Claims adjudication and drug utilization review services. ProAct has utilized due diligence in collecting and reporting the information contained in the databases and has obtained such information from sources believed to be reliable. ProAct, however, does not warrant the Page 488 Item 23. 16 accuracy of reports, alerts, codes, prices or other data contained in the databases. The clinical information contained in the databases and the Formulary is not intended as a supplement to, or a substitute for, the knowledge, expertise, skill, and judgment of physicians, pharmacists, or other healthcare professionals involved in Plan Participants’ care. The absence of a warning for a given drug or drug combination shall not be construed to indicate that the drug or drug combination is safe, appropriate or effective for any Plan Participant. IN NO EVENT SHALL PROACT OR ANY AFFILIATE OF PROACT BE LIABLE TO PLAN SPONSOR OR ANY PLAN PARTICIPANT OR ANY AFFILIATE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO PROACT’S PERFORMANCE UNDER THIS AGREEMENT OR BREACH THEREOF, EVEN IF PROACT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. PROACT’S LIABILITY TO PLAN SPONSOR, PLAN PARTICIPANTS OR ANY AFFILIATE UNDER THIS AGREEMENT, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF COMPENSATION PAID TO PROACT BY PLAN SPONSOR FOR ADMINISTRATIVE SERVICES FOR THE PRIOR TWELVE (12) MONTHS FROM THE DATE THE CLAIM IS ASSERTED. ARTICLE 9 DISPUTE RESOLUTION PROCEDURE 9.1 Resolution of Disputes. The parties agree that any and all disputes arising out of, or relating to, this Agreement shall first be addressed by direct negotiation between the parties. The disputing party shall provide the other party with written notice of the dispute (“Notice of Dispute”), containing a detailed description of the matter in controversy. The parties agree to exercise reasonable commercial efforts to resolve the dispute as soon as practicable. ARTICLE 10 CONFIDENTIALITY 10.1 Confidential Information. The term “Confidential Information” means information of a confidential or proprietary nature relating to the subject matter described in this Agreement which is taken from or disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”). Confidential Information includes, but is not limited to, matters of a technical nature such as trade secrets, methods, compositions, data and know-how, designs, systems, processes, computer programs, files and documentation, similar items or research projects and any information derived therefrom; matters of a business nature, such as the terms of this Agreement (including any pricing terms and Pharmaceutical Manufacturer contract terms), marketing, sales, strategies, proposals, and lists of actual or potential Plan Participants, Participating Pharmacies and Pharmaceutical Manufacturers; as well as any other information that is designated by either party as confidential. Page 489 Item 23. 17 10.2 Treatment of Confidential Information. The Receiving Party agrees: (i) to hold the Disclosing Party’s Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions Receiving Party employs with respect to its own confidential materials); (ii) not to divulge any such Confidential Information or any information derived therefrom to any third party unless required in the performance of the Receiving Party’s duties under this Agreement; (iii) not to make any use whatsoever at any time of such Confidential Information except for the purpose of this Agreement nor use it for its own or any third party’s benefit; and (iv) not to copy, analyze, transcribe, transmit, decompile, disassemble or reverse engineer any such Confidential Information nor use such Confidential Information in any patent application. The confidentiality obligations of this Section 10.2 shall not apply to information which, as evidenced in writing, (a) is or becomes publicly known by Receiving Party through no breach of this Agreement; (b) is learned by the Receiving Party from a third party entitled to disclose it; or (c) is rightfully obtained by the Receiving Party prior to this Agreement. Receiving Party may make disclosures required by law or court order provided Receiving Party uses diligent, reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding. 10.3 Injunctive Relief. Receiving Party acknowledges that it shall not acquire any rights or title to any Confidential Information merely by virtue of its use or access to such Confidential Information hereunder. Neither the execution of this Agreement nor the furnishing of any Confidential Information hereunder shall be construed as granting, either expressly or by implication or otherwise, the Receiving Party any license under any invention or patent now or hereafter owned by or controlled by the Disclosing Party. Each party agrees that it may not be adequately compensated for damages arising from a breach or threatened breach of any of the covenants contained in this Article 10 by the other party, and each party shall be entitled to injunctive relief and specific performance in addition to all other remedies. None of the information that may be submitted or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee, or inducement by a party to the other with respect to the infringement of patents, copyrights, trademarks, trade secrets, or any other rights of third persons. ARTICLE 11 EXCLUSIVITY 11.1 Exclusivity. Plan Sponsor agrees that ProAct shall be the sole and exclusive agent for Plan Sponsor for each of the services described herein during the term of this Agreement Notwithstanding the foregoing, this Section shall not be construed to prohibit Plan Sponsor from including pharmacy coverage under a fully insured medical/prescription benefit plan. Plan Sponsor acknowledges and agrees that Plan Sponsor shall not engage any prescription benefit manager or other third party to provide to Plan Sponsor or its Benefit Plan any service that is similar to one of the Prescription Drug Services provided by ProAct, including, without limitation, retail pharmacy network contracting, pharmacy Page 490 Item 23. 18 claims processing, mail pharmacy services and formulary and rebate administration services. Plan Sponsor acknowledges and agrees that a breach of this Section 11.1 shall be deemed a material breach of this Agreement and shall entitle ProAct to modify pricing terms pursuant to Section 13.2 of this Agreement. ARTICLE 12 TERM AND TERMINATION 12.1 Term. This Agreement shall become effective on the Effective Date and shall be for a term of three (3) years and thereafter shall continue in effect for additional one (1) year terms unless terminated on its anniversary date by either party by certified mail, mailed at least ninety (90) days prior to such date. Termination shall have no effect upon the rights and obligations of the parties arising out of any transactions occurring prior to the effective date of such termination. 12.2 Termination For Cause. This Agreement may be terminated at any time by either party based on a material breach of any terms or conditions herein stated provided that sixty (60) days’ advance written notice of such material breach shall be given to the other party and such party shall have the opportunity to cure such material breach during such sixty (60) day notice period. 12.3 Termination Due to Non-Payment. Notwithstanding the termination rights described in Section 12.2, above, in the event Plan Sponsor fails to timely remit to ProAct the full amount of payment (and any interest accrued thereon) as set forth in Section 5.1 above, and such payment (plus interest, if any) is not received by ProAct within the time limits set forth in Section 5.2 above, ProAct may terminate this Agreement on any date thereafter, effective on the date notice of such termination is received by Plan Sponsor. 12.4 Effect of Termination. If this Agreement is terminated pursuant to this Article 12: (i) all further obligations of the parties under this Agreement shall terminate (but not such party’s obligation to make payments arising prior to the termination of this Agreement or any obligation surviving the termination hereof); (ii) all Confidential Information provided by either party shall, except for Confidential Information required by law to be retained by a party, be immediately returned by a Receiving Party (as defined in Section 10.1), or such Receiving Party shall certify to the Disclosing Party that such materials have been destroyed; (iii) should ProAct have a deposit from Plan Sponsor (as described in Section 5.3, above), such deposit shall be reduced by any offsets for payment defaults and collection costs (as described in Section 5.5 above) before being returned; (iv) neither party shall be relieved of any obligation or liability arising from any prior breach of such party of any provision of this Agreement; and (v) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Sections 6.1, 6.3, 6.4, 7.3, 8.1, 8.2, 8.3, 9.1, 10.1, 10.2, 10.3, 13.1, 13.2, 13.8, 13.9, 13.11, 13.12 and 13.20. ARTICLE 13 GENERAL PROVISIONS Page 491 Item 23. 19 13.1 Use of ProAct Software. Plan Sponsor acknowledges that ProAct owns or possesses license rights (including off-the-shelf vendor agreements) from certain third parties to the entire software system used by ProAct in processing Claims and preparing reports, including computer programs, system and program documentation, and other documentation relating thereto (collectively, including certain license rights, the “ProAct Software System”) and that the ProAct Software System is the exclusive and sole property of ProAct. 13.2 Pricing Assumptions. Upon thirty (30) days’ prior written notice to Plan Sponsor, ProAct may modify or amend the financial provisions of this Agreement in a manner which accounts for the impact of the events identified below. Such notice will include ProAct’s explanation of the manner in which the modification accounts for the impact of the event: (a) Any government-imposed or industry-wide change that would impede ProAct’s ability to provide the pricing described in this Agreement, including any prohibition or restriction on the ability to receive rebates or discounts for pharmaceutical products; (b) Implementation or addition of a high deductible health plan/consumer-driven health plan option; (c) Implementation or addition of a member-paid plan; (d) A greater than twenty percent (20%) change in the total number of Plan Participants from the number provided during pricing negotiations; or (e) A change in the coverage of Medicare-eligible Plan Participants, irrespective of the resulting change in total number of Plan Participants, as defined above. 13.3 Insurance. Each party shall obtain and maintain, with respect to the activities in which such party engages pursuant to this Agreement, professional liability (errors and omissions) insurance in amounts reasonable and customary for the nature and scope of business engaged in by such party and comprehensive liability insurance. Upon request, either party shall promptly deliver to the other party evidence of such insurance. Each party agrees to notify the other party immediately upon such party’s receipt of any notice canceling, suspending or reducing the coverage limits of its professional liability insurance or comprehensive liability insurance. 13.4 Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto without the prior written consent of the other party hereto. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. Notwithstanding anything to the contrary contained in this Agreement (including this Section 13.4), no consent shall be required and this Agreement will apply to, be binding in all respects upon, and inure to the benefit of any successors of Plan Sponsor to this Agreement resulting from a Change of Control. A “Change of Control” shall occur if, as a result of one or a series of related transactions: Page 492 Item 23. 20 (i) all or substantially all the assets of Plan Sponsor are disposed of to any entity not wholly owned and controlled by Plan Sponsor, outside the ordinary course of business; (ii) Plan Sponsor effects a merger with one or more other entities in which Plan Sponsor is not the surviving entity; or (iii) Plan Sponsor engages in a transaction that results in any entity holding securities possessing a majority of the voting power that does not hold such voting power as of the time of this Agreement. 13.5 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or other term or condition of this Agreement on any future occasion. 13.6 Severability. In the event that any provision of this Agreement shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. 13.7 Further Assurances. Each party hereto shall execute and cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request (at or after the date hereof) for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement. 13.8 Choice of Law. This Agreement shall be construed, interpreted and governed according to the laws of the State of New York. 13.9 Non-Competition in Hiring. During the term of this Agreement, and for a period of one (1) year thereafter, neither party shall, without the prior written consent of the other party, knowingly employ or solicit for hire, or knowingly allow its officers, directors, agents or affiliates to employ or solicit for hire, any employees of the other party. 13.10 Force Majeure. The performance obligations of ProAct and/or Plan Sponsor respectively hereunder shall be suspended to the extent that all or part of this Agreement cannot be performed due to causes which are outside the control of ProAct and/or Plan Sponsor and could not be avoided by the exercise of due care, including, but not limited to, acts of God, acts of a public enemy, acts of a sovereign nation or any state or political subdivision or any department or regulatory agency thereof or entity created thereby, acts of any person engaged in a subversive or terrorist activity or sabotage, fires, floods, earthquakes, explosions, strikes, slow-downs, freight embargoes, or by any enforceable law, regulation or order. The foregoing shall not be considered to be a waiver of any continuing obligations under this Agreement, and as soon as conditions cease, the party affected thereby shall fulfill its obligations as set forth under this Agreement. In order to benefit from the provisions of this Section 13.10, the party claiming force majeure must notify Page 493 Item 23. 21 the other reasonably promptly in writing of the force majeure condition. If any event of force majeure, in the reasonable judgment of the parties, is of a severity or duration such that it materially reduces the value of this Agreement, then this Agreement may be terminated without liability or further obligation of either party (except for any obligation expressly intended to survive the termination of this Agreement and except for all amounts that have become or will become due and payable hereunder). 13.11 Entire Agreement; No Third Party Beneficiaries. This Agreement, including the Exhibits: (i) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; and (ii) is intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third party beneficiary rights, and this Agreement does not confer any such rights, upon any other third party. 13.12 Use of Name. Neither party shall use the other party’s name, trade or service mark, logo, or the name of any affiliated company in any advertising or promotional material, presently existing or hereafter established, except in the manner and to the extent permitted by prior written consent of the other party. 13.13 Notice. Any notice required or permitted by this Agreement, unless otherwise specifically provided for in this Agreement, shall be in writing and shall be deemed given: (i) one (1) day following delivery to a nationally reputable overnight courier; (ii) one (1) day following receipt by facsimile during the receiving party’s business hours with written confirmation thereof; or (iii) three (3) days after the date it is deposited in the United States mail, postage prepaid, registered or certified mail, or hand delivered addressed as follows: To ProAct: ProAct, Inc. 6333 Route 298 East Syracuse, New York 13057 To Plan Sponsor: Town of Prosper 200 S. Main Street 3rd Floor Prosper, TX 75078 Either party may at any time change its address for notification purposes by mailing a notice stating the change and setting forth the new address. 13.14 Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Page 494 Item 23. 22 This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by express overnight delivery. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. 13.15 Independent Contractors. Plan Sponsor and ProAct are independent entities and nothing in this Agreement shall be construed or be deemed to create a relationship of employer and employee or principal and agent or franchiser and franchisee or any relationship, fiduciary or otherwise, other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of this Agreement. Nothing in this Agreement is intended to be construed, or be deemed to create, any rights or remedies in any third party, including but not limited to a Plan Participant. Nothing in this Agreement shall be construed or deemed to confer upon ProAct any responsibility for or control over the terms or validity of the Prescription Drug Services. ProAct shall have no final discretionary authority over or responsibility for Plan Sponsor’s administration. Further, because ProAct is not an insurer, plan sponsor, plan contract, third party administrator, or a provider of health services to Plan Participants, ProAct shall have no responsibility for: (i) any funding of Plan Sponsor’s benefits; (ii) any insurance coverage relating to Plan Sponsor or any plan contract of Plan Sponsor or Plan Participants; or (iii) the nature or quality of professional health services rendered to Plan Participants. 13.16 Consent to Amend. This Agreement or any part or section of it may be amended at any time during the term of this Agreement only by mutual written consent of duly authorized representatives of ProAct and Plan Sponsor. 13.17 Headings. The headings of Articles, Sections and Exhibits contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 13.18 Compliance with Laws and Regulations. This Agreement will be in compliance with all pertinent federal and state statutes and regulations. If this Agreement, or any part hereof, is found not to be in compliance with any pertinent federal or state statute or regulation, then the parties shall renegotiate the Agreement for the sole purpose of correcting the non-compliance. Each party shall comply with the provisions of all applicable laws relating to the performance of its obligations under this Agreement, including the federal anti-kickback statute, set forth at 42 U.S.C. § 1320a-7b(b) (the “Anti-Kickback Statute”), and the federal “Stark Law,” set forth at 42 U.S.C. § 1395nn (“Stark Law”), with respect to the performance of its obligations under this Agreement. 13.19 Subcontracting. ProAct may subcontract any or all services to be provided under this Agreement. 13.20 HIPAA Compliance. For the purposes of this Agreement, ProAct is deemed to be a “Business Associate” or “Covered Entity” as such terms are defined by HIPAA. The Page 495 Item 23. 23 parties will endeavor to comply with all applicable regulations published pursuant to HIPAA, as of the effective enforcement date of each standard. In addition, without limiting any other provision of this Agreement: a. all services provided by ProAct under this Agreement will be provided in such a manner as to enable Plan Sponsor to remain at all times in compliance with all HIPAA regulations applicable to Plan Sponsor, to the extent that Plan Sponsor’s compliance depends upon the manner in which such services are performed by ProAct; b. all software, application programs and other products licensed or supplied by ProAct under this Agreement will contain such characteristics and functionality (including as applicable, but not limited to, the ability to accept and securely transmit data using the standard HIPAA transaction sets) as necessary to ensure that Plan Sponsor’s use of such software, application programs and other products and associate documentation from ProAct, when utilized by Plan Sponsor in the manner as directed by ProAct, will fully comply with the HIPAA regulations applicable to Plan Sponsor. In the event any amendment to this Agreement is necessary for Plan Sponsor to comply with the HIPAA regulations as they relate to this Agreement or its subject matter, including, but not limited to, requirements pertaining to Business Associate agreements, Plan Sponsor and ProAct will negotiate in good faith and amend this Agreement accordingly, with such amendment to be effective prior to the date compliance is required under each standard of the HIPAA regulations; and c. all software, application programs, eligibility lists or other member-specific information and other products licensed or supplied by Plan Sponsor under this Agreement will contain such characteristics and functionality (including as applicable, but not limited to, the ability to accept and securely transmit data using the standard HIPAA transaction sets) as necessary to ensure that ProAct’s use of such software, application programs and other products and associate documentation from Plan Sponsor, when utilized by ProAct in the manner as directed by Plan Sponsor, will fully comply with the HIPAA regulations applicable to ProAct. In the event any amendment to this Agreement is necessary for ProAct to comply with the HIPAA regulations as they relate to this Agreement or its subject matter, including, but not limited to, requirements pertaining to Business Associate agreements, ProAct and Plan Sponsor will negotiate in good faith and amend this Agreement accordingly, with such amendment to be effective prior to the date compliance is required under each standard of the HIPAA regulations. d. To the extent ProAct acts as a Business Associate of the Benefit Plan, ProAct shall adhere to applicable requirements established for Business Associates, as set forth in Exhibit B. In compliance with HIPAA, ProAct may share Plan Participant information as appropriate for the treatment, payment and health care operations of other health care providers or plans. Page 496 Item 23. 24 The provisions of this Agreement shall bind and inure to the benefit of the parties hereto and their heirs, legal representatives, successors and assignees. This Agreement constitutes the entire understanding between the parties hereto. PROACT, INC. Town of Prosper ____________________________________ ____________________________________ BY BY David B. Warner ___________ NAME NAME President ____ TITLE TITLE DATE DATE Page 497 Item 23. 25 EXHIBIT A ADMINISTRATIVE FEE SCHEDULE CLAIMS PROCESSING FEE: $0.00 PER PAID CLAIM REBATE SHARE TO PLAN SPONSOR Year #1 (1/1/20 – 12/31/20) Year #2 (1/1/21 – 12/31/21) Year #3 (1/1/22 – 12/31/22) Minimum Rebate Guarantee (Premium) Retail 30 Brand $124.88 $278.04 $386.75 $1,207.13 $124.88 $278.04 $386.75 $1,207.13 $124.88 $278.04 $386.75 $1,207.13 Retail 90 Brand Mail Brand Specialty Brand PHARMACY RATES Retail Network Pharmacy Rates: Brand: The lesser of annual discount listed below + dispensing fee or U&C Generic: The lesser of MAC or listed brand discount + dispensing fee or U&C (overall effective rate for generic listed in table below) Year #1 (1/1/20 – 12/31/20) Year #2 (1/1/21 – 12/31/21) Year #3 (1/1/22 – 12/31/22) Discount DF Discount DF Discount DF Retail 30 Brand 18.25% $0.80 18.25% $0.80 18.25% $0.80 Retail 90 Brand 21.50% $0.00 21.50% $0.00 21.50% $0.00 Retail 30 Generic 80.00% $0.00 80.00% $0.00 80.00% $0.00 Retail 90 Generic 82.00% $0.00 82.00% $0.00 82.00% $0.00 Mail Order Service Pharmacy: Year #1 (1/1/20 – 12/31/20) Year #2 (1/1/21 – 12/31/21) Year #3 (1/1/22 – 12/31/22) Discount DF Discount DF Discount DF Mail Brand 25.00% $0.00 25.00% $0.00 25.00% $0.00 Mail Generic 83.00% $0.00 83.00% $0.00 83.00% $0.00 Page 498 Item 23. 26 Specialty Drug Pricing: PBM shall give specialty drug pricing discounts per drug; if a specialty medication does not have a unique discount assigned, it will follow the following: Year #1 (1/1/20 – 12/31/20) Year #2 (1/1/21 – 12/31/21) Year #3 (1/1/22 – 12/31/22) Discount Dispensing Fee Discount Dispensing Fee Discount Dispensing Fee Specialty 15.50% $0.00 15.50% $0.00 15.50% $0.00 Generic Drugs: All non-specialty generics classified by Medi-Span as “Y” shall be reconciled against the generic guarantee. Single source generics are treated and reconciled as generics. 1. Electronic magnetic media No charge 2. Input and maintenance from hard copy No charge 3. Clinical Prior Authorizations $40.00 per Rx 4. Direct Member Reimbursements (paper claims) $2.00 per paid claim 5. Member Identification Cards No charge 6. Ad Hoc Reports $150.00 per programming hour 7. Drug Utilization Review (DUR) Services No charge 8. Out-of-pocket expenses Mailing expenses/postage At meter cost Air freight/overnight letters At carrier cost 9. Shipping and handling charges At cost 10. Standard Clinical Programs Step Therapy No Charge Concurrent DUR Edits No Charge Plan Design Changes No Charge Physician Profiling No Charge Administrative Overrides/Prior Authorizations No Charge Formulary Management No Charge Therapeutic Alternative Programs No Charge On-site Member Education Programs No Charge Over the Counter Drug Programs No Charge Half Tablet Program No Charge Direct Mail Utilization Program No Charge Page 499 Item 23. 27 Appeals $150 per internal / $550 per external 11. Optional Programs On-line Eligibility Access $1,500 (3 year licensing fee non- recurring) On-line Reporting Access $1,500 (3 year licensing fee non- recurring) Customized On-Site Wellness Programs $75.00 per program hour Retiree Drug Subsidy-Basic Services $0.45 per paid claim RDS Account Setup No Charge RDS Notice of Creditable Coverage $500 to $1,500 RDS Additional Subsidy Related Services (ProAct uploads cost reports to CMS) $500 per hour Actuarial Certification & Attestation $1,500 to $3,500 12. Drug Rebates. ProAct shall remit to Plan Sponsor that portion of the Rebates as set forth above (“Plan Sponsor Rebates”), with the excess, if any, of actual Rebates over Plan Sponsor Rebates to be retained by ProAct as an additional service fee for the services provided under this Agreement. In lieu of billing Plan Sponsor for this fee, ProAct may retain the amount due from the Rebates collected by ProAct. No Rebate shall be credited for any generic Claim, whether such Claim is filled with a generic drug or by a brand-name drug dispensed in lieu of a generic drug reimbursement rate. Quarterly Rebate payment shall be made within sixty (60) days following the quarter collected. ProAct may adjust the Plan Sponsor Rebate payments in an equitable manner if: (i) a generic version of a branded product is introduced in the market; or (ii) a branded product is recalled or withdrawn from the market. 13. AWP discounts are guaranteed and will be reconciled according to the corresponding dispensing channel; Retail Brands, Retail Generics, Mail Brands, Mail Generics and Specialty. If ProAct fails to meet the guaranteed discounts the guarantees will be trued-up. Guarantees are trued-up annually, 90 days after the end of the plan year. The shortfall, if any, will be returned to CLIENT in the form of a check or as a credit on the CLIENT’s invoice, whichever the CLIENT prefers. Page 500 Item 23. 28 EXHIBIT B BUSINESS ASSOCIATE CONTRACT This Business Associate Contract (“Contract”) is entered into on January 1, 2020 (“Contract Effective Date”) between Town of Prosper, having a principal location at 200 S. Main Street, 3rd Floor, Prosper, TX 75078 (“Covered Entity”), and ProAct, Inc., having a principal location at 6333 Route 298 East Syracuse, New York 13057 (“Business Associate”) (Each a “Party” and collectively, the “Parties”). RECITALS: A. Covered Entity will make available and/or transfer to Business Associate protected health information (“PHI”) in order for Business Associate to carry out i) its contractual obligations under a contract between Covered Entity and Business Associate dated January 1, 2020 (the “Underlying Services Agreement” between the Parties) and/or ii) certain business responsibilities on behalf of Covered Entity. B. Business Associate will have access to and/or receive from Covered Entity PHI that may be used or disclosed only in accordance with this Contract and the Privacy, Security, Breach Notification and Enforcement Regulations promulgated under the Health Insurance Portability and Accountability Act of 1996, as set forth in the Code of Federal Regulations (“CFR”) at Title 45, Parts 160 and 164, as may be amended (collectively “HIPAA”). C. Covered Entity and Business Associate qualify, respectively, as a “covered entity” and as a “business associate” as such terms are defined under HIPAA. NOW THEREFORE, for good and valuable consideration, intending to be legally bound, Covered Entity and Business Associate agree as follows: 1. Definitions. The following terms shall have the meaning ascribed to them in this Section. Other capitalized terms shall have the meaning given such terminology by HIPAA. a. Administrative, Physical and Technical Safeguards shall have the same meaning as those terms are defined in 45 CFR 164.304. b. Breach shall mean the unauthorized acquisition, access, use, or disclosure of PHI (as defined herein) which compromises the security or privacy of such PHI. c. Contract shall refer to this document d. Electronic PHI shall have the same meaning as “electronic protected health information” in 45 CFR 160.103. Page 501 Item 23. 29 e. HHS Privacy Regulations shall mean the Code of Federal Regulations (“CFR”) at Title 45, Sections 160 and 164, as may be amended. f. Individual shall mean the person who is the subject of the Information, and has the same meaning as the term “individual” is defined by 45 CFR 160.103, including a person who qualifies as a personal representative in accordance with 45 CFR 164.502. g. Party or Parties shall mean Business Associate and/or Covered Entity. h. PHI shall mean information provided and/or made available by Covered Entity to Business Associate, and has the same meaning as the term “protected health information” as defined by 45 CFR 160.103. i. Required by Law shall have the same meaning as the term “required by law” in 45 CFR 164.103. j. Secretary shall mean the Secretary of the U.S. Department of Health and Human Services (“HHS”) and any other officer or employee of HHS to whom the authority involved has been delegated. k. Security Incident shall mean the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. l. Unsecured PHI shall have the same meaning as the term “unsecured protected health information” in 45 CFR 164.402. 2. Permitted Use or Disclosure of PHI. a. Business Associate shall be permitted to use or disclose PHI provided or made available from Covered Entity to perform any function on behalf of Covered Entity with regard to the use and disclosure of, and/or access to, PHI that is required, necessary or desirable for Business Associate to carry out its contractual obligations set forth in the Underlying Services Agreement and/or other business responsibilities on behalf of Covered Entity provided such function would not violate HIPAA if done by Covered Entity. Business Associate may use or disclose PHI as Required by Law. b. Except as otherwise limited in this Contract, Business Associate is permitted to use and disclose PHI received from Covered Entity if necessary for the proper management and administration of Business Associate, to carry out legal responsibilities of Business Associate, or otherwise in a manner which does not identify individual patients, provided: i) The disclosure is Required by Law; Page 502 Item 23. 30 ii) The Business Associate obtains reasonable assurances from the person or entity to whom the PHI is disclosed that it will be held confidentially and used or further disclosed only as Required by Law or for the purposes for which it was disclosed to the person or entity; the person or entity will use appropriate safeguards to prevent unauthorized access to, use, or disclosure of the PHI, and the person or entity in possession of the PHI immediately notifies the Business Associate of any instance of which it is aware in which the confidentiality of the PHI has been breached; or iii) The PHI is de-identified. c. Business Associate shall ensure that its uses and disclosures of, and requests for PHI to or on behalf of Covered Entity, are consistent with the Minimum Necessary requirement under HIPAA and Covered Entity’s Minimum Necessary policies and procedures. d. Business Associate may use PHI to de-identify the information in accordance with 45 CFR 164.514(a)-(c). e. Business Associate may provide data aggregation services relating to the Health Care Operations of Covered Entity. 3. Business Associate’s Obligations: a. Limits on Use and Disclosure. Business Associate shall not use or further disclose the PHI provided or made available by Covered Entity other than as permitted or required by this Contract, or as Required by Law. b. Appropriate Safeguards. Business Associate shall establish and maintain appropriate safeguards, including but not limited to those necessary for compliance with Subpart C of 45 CFR Part 164, to prevent any access to, or use or disclosure of the PHI, other than as provided for in this Contract and shall implement Administrative, Physical, and Technical Safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic PHI that it creates, receives, maintains, or transmits on behalf of Covered Entity. c. Education. Business Associate shall provide HIPAA compliance education to its existing employees and all new hires who may have access to PHI. d. Policies and Procedures. Business Associate shall implement reasonable and appropriate policies and procedures, as set forth in 45 CFR §164.316, to comply with the standards, implementation specifications, and/or other security requirements for the protection of Electronic PHI. Page 503 Item 23. 31 e. Reports of Improper Use, Disclosure, Security Incident or Breach of Unsecured PHI. Business Associate shall report to Covered Entity promptly, but no later than five (5) business days after discovery of any access to, use or disclosure of PHI not provided for or allowed by this Contract, or any Security Incident, or Breach of Unsecured PHI of which Business Associate becomes aware. (ref. 45 CFR 164.504(e)(2)(ii)(C),45 CFR 164.410 and 164.314(a)(2)(i)(C).). With respect to a Breach of Unsecured PHI, Business Associate must include the following information in its report to Covered Entity, but must not delay initial notification of the suspected Breach for purposes of collecting such information: i) To the extent possible, the identity of each Individual whose PHI has been Breached; ii) Brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; iii) Description of the types of Unsecured PHI that were involved in the Breach; iv) Steps Individuals should take to protect themselves from potential harm resulting from the Breach; v) Brief description of what Business Associate is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against further Breaches; and f. Contact procedures for Individuals to ask questions or learn additional information, which shall include a toll-free telephone number, an email address, web site, or postal address. g. Subcontractors and Agents. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), anytime Business Associate’s Subcontractor or agent creates, receives, maintains, or transmits the PHI on behalf of Business Associate, Business Associate shall first enter into a written agreement with the Subcontractor or agent that contains the same terms, conditions and restrictions on the access, use and disclosure of PHI as contained in this Contract. Business Associate shall also ensure that any such Subcontractor or agent to whom Business Associate provides Electronic PHI agrees in writing to implement reasonable and appropriate safeguards to protect such Electronic PHI. h. Right of Access. Business Associate shall make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity’s obligation under 45 CFR 164.524. In the event Business Associate receives a request for access to PHI directly from the Individual, Business Associate shall forward such request to Covered Entity promptly, and in no case later than five (5) business days following such request. Page 504 Item 23. 32 i. Right to Amendment. Business Associate shall use reasonable efforts to facilitate Covered Entity’s obligation to make PHI in a Designated Records Set available for appropriate amendment by an Individual pursuant to 45 CFR 164.526. In the event Business Associate receives a request to amend such PHI directly from the Individual, Business Associate shall forward such request to Covered Entity promptly, and in no case later than five (5) business days following such request. j. Right to an Accounting. Business Associate shall maintain and make available the information required to provide an accounting of disclosures of PHI to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528. In the event Business Associate receives a request for an accounting directly from the Individual, Business Associate shall forward such request to Covered Entity promptly, and in no case later than five (5) business days following such request. k. HIPAA Obligations. To the extent Business Associate is to carry out one or more of Covered Entity’s obligations under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of such Subpart that apply to the Covered Entity in the performance of such obligation(s). l. Access to Books and Records. Business Associate shall make its internal practices, books, and records relating to the use or disclosure of PHI received from, created, maintained or received by Business Associate on behalf of Covered Entity, available to the Secretary or the Secretary’s designee for purposes of determining compliance with HIPAA. m. Mitigation Procedures. Business Associate shall have procedures in place for mitigating, to the maximum extent practicable, any deleterious effect from the access, use or disclosure of PHI in a manner contrary to or inconsistent with this Contract and HIPAA. n. Sanction Procedures. Business Associate shall establish and implement a system of sanctions, including documentation of the sanctions that are applied, if any, for any employee, agent or Subcontractor who violates this Contract or HIPAA. o. HITECH Act Compliance. All provisions of Subtitle D of the Health Information Technology for Economic and Clinical Health Act, signed into law on February 17, 2009 (“HITECH”), that are made applicable with respect to Covered Entity shall also be applicable to Business Associate, and shall be deemed incorporated herein by reference. In accordance with HITECH and in furtherance of Business Associate’s obligations set forth in this Contract, Business Associate shall: i) Comply with sections 45 CFR 164.308; 164.310; 164.312; and 164.316 of the Security Rules. Page 505 Item 23. 33 ii) Not use or disclose PHI unless such use or disclosure is in compliance with each applicable requirement of section 45 CFR 164.504(e), provided that Business Associate shall not be in compliance with such section if it knows of a pattern of activity of the Covered Entity that is a material breach or violation of Covered Entity’s obligations under this Contract, unless Business Associate takes reasonable steps to cure the breach or end the violation, as applicable, and, if such steps are unsuccessful, terminate the Contract or, if termination is not feasible, report the problem to the Secretary. iii) Comply with the applicable minimum necessary rules established by HITECH and pursuant to any applicable regulations promulgated by the Secretary. iv) Comply with the rules on marketing and fundraising communications established by HITECH and pursuant to any applicable regulations promulgated by the Secretary provided however, that Business Associate shall not make any such communications unless specifically authorized by the Covered Entity. v) Comply with the rules on restrictions on certain disclosures of PHI requested by Individuals established by HITECH and pursuant to any applicable regulations promulgated by the Secretary. vi) If Business Associate is responsible for providing an Individual access to PHI maintained in an electronic health record, provide such access in accordance with HITECH and any applicable regulations promulgated by the Secretary. vii) Comply with the rules on accounting of disclosures of certain PHI maintained in an electronic health record (if Covered Entity uses an electronic health record) established by HITECH and pursuant to any applicable regulations promulgated by the Secretary. viii) Comply with the rules on the sale of PHI established by HITECH and pursuant to any applicable regulations promulgated by the Secretary. 4. Covered Entity’s Obligations. a. Covered Entity shall notify Business Associate of Covered Entity’s Notice of Privacy Practices, including any limitation(s) in accordance with 45 CFR Page 506 Item 23. 34 164.520, to the extent the Notice of Privacy Practices and/or such limitation(s) may affect Business Associate’s use or disclosure of PHI. b. Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI. c. Covered Entity shall notify Business Associate of any amendment or restriction to use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of the PHI. d. Covered entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity (except as set forth in 2(b) and (e) of this Contract). 5. Property Rights. The PHI shall be and remain the property of Covered Entity. Business Associate shall acquire no title or rights to the PHI as a result of this Contract. 6. Independent Entities. This Contract shall establish no relationship between the Parties other than that of independent contractors. Neither Covered Entity nor Business Associate, nor any of their respective agents or employees, shall be construed to be the agent, employee or representative of the other. None of the provisions of this Contract are intended to create, nor shall they be deemed or construed to create, any partnership, joint venture, or other relationship between the Parties except that of independent contracting entities. Business Associate acknowledges that it has independent obligations to comply with certain HIPAA requirements. Covered Entity does not make any warranties, representations or guarantees that this Contract satisfies Business Associate’s independent obligations to comply with HIPAA. 7. Term and Termination. a. Term. The term of this Contract shall commence on the Contract Effective Date, and shall terminate upon termination of the Underlying Services Agreement (or other arrangement between the Parties), or when terminated for cause by the Covered Entity, as set forth below. Business Associate understands that termination for any reason nonetheless requires the further obligations by Business Associate set forth in section 7(c) below. b. Termination for Cause. Covered Entity shall have the right to immediately terminate this Contract if Covered Entity determines that Business Associate (or its Subcontractor) has violated a material term of this Contract and/or HIPAA and the Business Associate (or its Subcontractor) has not taken steps Page 507 Item 23. 35 to cure such material default within thirty (30) days of receipt of the Covered Entity’s written notification of such material breach. However, in the event that the default cannot be cured within the 30-day cure period, the 30-day cure period shall be extended for a reasonable additional time to cure such default, provided the Business Associate commences to cure the default within the 30- day cure period and proceeds diligently to affect the cure within such reasonable additional time. c. Effect of Termination. The obligations of Business Associate to protect the confidentiality of the PHI in its possession and/or known to it, its employees, agents or Subcontractors, shall survive termination of this Contract for any reason. In addition, at the termination of this Contract for any reason, Business Associate shall return, destroy or de-identify (so that the respective information does not identify Individuals) all PHI received from, created, maintained or received by Business Associate on behalf of Covered Entity. If return or destruction of all or part of the PHI is not commercially feasible, Business Associate shall extend the protections of this Contract for as long as necessary to protect the PHI and to limit any further access, use or disclosure of the PHI to those purposes that make the return or destruction of the PHI infeasible. If Business Associate elects to destroy the PHI it shall certify to Covered Entity in writing that the PHI has been destroyed. Destruction of PHI must be in accordance with industry standards and processes for ensuring that reconstruction, re-use and/or re-disclosure of PHI is prevented after destruction, with the exact method of destruction dependent on the media in which the PHI is contained. To the extent applicable, Business Associate shall ensure any such destruction is consistent with state and/or federal record retention laws or regulations. 8. Change In Law/Regulation. In the event that any new laws, regulations, or interpretations of the foregoing are promulgated, the Parties shall use reasonable efforts to promptly amend this Contract to comply with such change without any financial concession. 9. Amendment. This Contract may be amended by written agreement of the Parties. 10. Choice of Law. This Contract shall be governed by New York law and applicable federal law. The Parties also agree that for purposes of privacy rights, HIPAA shall supersede all applicable state laws, except to the extent such State laws are not preempted. 11. Injunctive Relief. Notwithstanding any rights or remedies provided for in this Contract, Covered Entity retains all rights to seek injunctive relief to prevent or stop the unauthorized access to, or use or disclosure of PHI by Business Associate or any agent, Subcontractor or third party that received PHI from Business Associate. Page 508 Item 23. 36 12. Binding Nature and Assignment. This Contract shall be binding on, and inure to the benefit of the Parties hereto and their successors and permitted assigns, but neither Party may assign this Contract without the prior written consent of the other (except to any entity controlled by, controlling or under common control with the assigning entity). 13. Notices. Whenever under this Contract a Party is required to give notice to the other Party, such notice shall be deemed given if mailed by First Class Certified United States mail, return receipt requested, postage prepaid or hand-delivered, including recognized overnight courier service, with confirmed receipt, and addressed as follows: BUSINESS ASSOCIATE: COVERED ENTITY: PROACT, INC. Town of Prosper 6333 Rte 298 200 S. Main Street, 3rd Fl East Syracuse, NY 13057 Prosper, TX 75078 Attn: David B. Warner, President Attn: 14. Article Headings. The article headings used are for referenced and convenience only, and shall not enter into the interpretation of this Contract. 15. Entire Contract. This Contract consists of this document, and constitutes the entire agreement between the Parties with respect to the subject matter herein. There are no understandings or other agreements which are not fully expressed in this Contract, and no change, waiver or discharge of obligations arising under this Contract shall be valid unless in writing and executed by the Party against whom such change, waiver or discharge is sought to be enforced. This Contract supersedes any previous HIPAA business associate agreement between the Parties. 16. Indemnification. Each Party (“Indemnifying Party”) shall defend, indemnify and hold the other Party harmless for any and all costs, including fines, penalties, interest and reasonable attorneys’ fees, related to any claim, liability, suit, or investigation by law enforcement or other governmental or regulatory agency or brought by an Individual related to the wrongful acts or omissions of the Indemnifying Party, its employees, agents or subcontractors, whether intentional or negligent, that violates the HHS Privacy Regulations regarding access to, use of or disclosure of PHI. IN WITNESS WHEREOF, Covered Entity and Business Associate have caused this Contract to be signed and delivered by their duly authorized representatives, as of the date first set forth above. PROACT, INC. Town of Prosper Page 509 Item 23. 37 ____________________________________ ____________________________________ BY BY David B. Warner _ NAME NAME President _ TITLE TITLE DATE DATE Page 510 Item 23.