Loading...
08.27.24 Town Council Regular Meeting PacketPage 1 of 4 ] Welcome to the Prosper Town Council Meeting. Citizens may watch the meeting live by using the following link: www.prospertx.gov/livemeetings Addressing the Town Council: Those wishing to address the Town Council must complete the Public Comment Request Form located on the Town's website or in the Council Chambers. If you are attending in person, please submit this form to the Town Secretary or the person recording the minutes for the Board/Commission prior to the meeting. When called upon, please come to the podium, and state your name and address for the record. If you are watching online, please submit this form to the Town Secretary prior to 4:00 p.m. on the day of the meeting in order for your comments to be read into the record. The Town assumes no responsibility for technical issues beyond our control. In compliance with the Texas Open Meetings Act, the Town Council/Board/Commission may not deliberate or vote on any matter that does not appear on the agenda. The Council/Board/Commission, however, may provide statements of fact regarding the topic, request the topic be included as part of a future meeting, and/or refer the topic to Town staff for further assistance. Citizens and other visitors attending Town Council meetings shall observe the same rules of propriety, decorum, and good conduct applicable to members of the Town Council. Any person making personal, impertinent, profane or slanderous remarks or who becomes boisterous while addressing the Town Council or while attending the meeting shall be removed from the room, if so directed by the Mayor or presiding officer, and the person shall be barred from further audience before the Town Council during that session. Disruption of a public meeting could constitute a violation of Section 42.05 of the Texas Penal Code. Call to Order/ Roll Call. Invocation, Pledge of Allegiance and Pledge to the Texas Flag. Announcements of recent and upcoming events. 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 the minutes from the August 13, 2024, Town Council Regular meeting. (MLS) 2. Consider and act upon the minutes from the August 20, 2024, Town Council Special meeting. (MLS) Agenda Prosper Town Council Meeting Prosper Town Hall, Council Chambers 250 W. First Street, Prosper, Texas Tuesday, August 27, 2024 6:15 PM Page 1 Page 2 of 4 3. Consider and act upon the minutes from the August 22, 2024, Town Council Special meeting. (MLS) 4. Consider and act upon a resolution approving a negotiated settlement between the Atmos Cities Steering Committee (ACSC) and Atmos Energy Corporation, Mid-Tex Division regarding the company’s 2024 rate review request. (CL) 5. Consider and act upon approval of an estimated total spend of $142,660 for various annual operational purchases for the Information Technology Department during FY 2024 from SHI Government Solutions, Inc. (LJ) 6. Consider and act upon approving the purchase of additional CAD/RMS licenses associated with new positions in the amount of $72,855 from ICS Public Safety and authorizing the Town Manager to execute documents for the same. (LJ) 7. Consider and act upon approval of Amendment Eighteen to the Interlocal Agreements between Collin County and the Town of Prosper for Animal Sheltering Services and Animal Control Services; and authorizing the Town Manager to execute the same. (DH) 8. Consider and act upon authorizing the Town Manager to execute a Professional Engineering Services Agreement between Halff Associates, Inc., and the Town of Prosper, Texas, related to the design of the Prosper Trail (Coit-Custer) – 2 WB Lanes project for $763,000. (PA) 9. Consider and act upon authorizing the Town Manager to execute a Wastewater Line Construction Costs Reimbursement Agreement between H-E-B, LP, and the Town of Prosper, Texas, related to the construction of a portion of the Upper Doe Branch Wastewater Line on the H-E-B property for $186,996. (HW) 10. Consider and act upon authorizing the Town Manager to execute an amendment to a Professional Services Agreement with Peak Program Value, LLC, for additional project control services related to the development of Raymond Community Park in the amount of $64,390. (DB) 11. Consider and act upon approval of an amendment to a Professional Services Agreement with Dunaway Associates, LLC, for additional design and construction administration services related to the development of Raymond Community Park in the amount of $61,000. (DB) CITIZEN COMMENTS The public is invited to address the Council on any topic. However, the Council is unable to discuss or take action on any topic not listed on this agenda. Please complete a “Public Comment Request Form” and present it to the Town Secretary prior to the meeting. Please limit your comments to three minutes. If multiple individuals wish to speak on a topic, they may yield their three minutes to one individual appointed to speak on their behalf. All individuals yielding their time must be present at the meeting, and the appointed individual will be limited to a total of 15 minutes. REGULAR AGENDA: Pursuant to Section 551.007 of the Texas Government Code, individuals wishing to address the Council for items listed as public hearings will be recognized when the public hearing is opened. [If you wish to address the Council, please fill out a “Public Comment Request Form” and present it to the Town Secretary, preferably before the meeting begins.] Items for Individual Consideration: Page 2 Page 3 of 4 12. Conduct a public hearing to consider and act upon an ordinance amending Article 2, Division 13 – Multifamily District; Article 4, Division 4, Section 4.4.3 – Non-Residential and Multifamily Parking Provisions; and Article 4, Division 8 - Non-Residential & Multifamily Design and Development of the Town of Prosper Zoning Ordinance to modify Multifamily development standards. (ZONE-24-0019) (DH) 13. Consider and act upon the approval of a budget transfer in the amount of $2,007,000 to amend Raymond Community Park GMP 2 to construct an irrigation well, expand the park irrigation system, and fund additional prioritized bid alternate items. (DB) 14. Discuss and consider Town Council Subcommittee reports. (DFB) Possibly direct Town staff to schedule topic(s) for discussion at a future meeting. EXECUTIVE SESSION: Recess into Closed Session in compliance with Section 551.001 et seq. Texas Government Code, as authorized by the Texas Open Meetings Act, to deliberate regarding: Section 551.087 – To discuss and consider economic development incentives and all matters incident and related thereto. Section 551.072 – To discuss and consider the purchase, exchange, lease, or value of real property for municipal purposes and all matters incident and related thereto. Section 551.074 – To discuss and consider personnel matters and all matters incident and related thereto. Section 551.089 - Deliberation of security information collected, assembled, or maintained by or for a governmental entity to prevent, detect, or investigate criminal activity, pursuant to Section 2059.055 of the Texas Government Code, and all matters incident and related thereto. Section 551.071 - To consult with the Town Attorney regarding BFS Real Estate LLC, et al., v. Town of Prosper, et al., pending in the 471st Judicial District Court of Collin County, Texas, and all matters incident and related thereto; and discuss and consider anticipated litigation regarding contractual obligations. 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, Planning & Zoning Commission, Community Engagement Committee, Downtown Advisory Committee, and the Bond Committee, and all matters incident and related thereto. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. Adjourn. CERTIFICATION I, the undersigned authority, do hereby certify that this Notice of Meeting was posted at Prosper Town Hall, located at 250 W. First Street, Prosper, Texas 75078, a place convenient and readily accessible to the general public at all times, and said Notice was posted by 5:00 p.m., on Friday, August 23, 2024, and remained so posted at least 72 hours before said meeting was convened. Page 3 Page 4 of 4 ________________________________ _________________________ Michelle Lewis Sirianni, Town Secretary Date Notice Removed Pursuant to Section 551.071 of the Texas Government Code, the Town Council reserves the right to consult in closed session with its attorney and to receive legal advice regarding any item listed on this agenda. NOTICE Pursuant to Town of Prosper Ordinance No. 13-63, all speakers other than Town of Prosper staff are limited to three (3) minutes per person, per item, which may be extended for an additional two (2) minutes with approval of a majority vote of the Town Council. NOTICE OF ASSISTANCE AT PUBLIC MEETINGS: The Prosper Town Council meetings are wheelchair accessible. For special services or assistance, please contact the Town Secretary’s Office at (972) 569 -1073 at least 48 hours prior to the meeting time. Page 4 Page 1 of 7 ] Call to Order/ Roll Call. The meeting was called to order at 6:15 p.m. Council Members Present: Mayor David F. Bristol Mayor Pro-Tem Marcus E. Ray Deputy Mayor Pro-Tem Amy Bartley Councilmember Chris Kern Councilmember Jeff Hodges Councilmember Cameron Reeves Council Members Absent: Councilmember Craig Andres Staff Members Present: Mario Canizares, Town Manager Terry Welch, Town Attorney Michelle Lewis Sirianni, Town Secretary Bob Scott, Deputy Town Manager Chuck Ewings, Assistant Town Manager Robyn Battle, Executive Director Chris Landrum, Finance Director Whitney Rehm, Budget Officer and Grants Administrator David Hoover, Development Services Director Suzanne Porter, Planning Manager Hulon Webb, Engineering Director Pete Anaya, Assistant Director of Engineering/Capital Projects Dan Baker, Parks and Recreation Director Mary Ann Moon, Economic Development Director Todd Rice, Communications Director Doug Kowalski, Police Chief Stuart Blasingame, Fire Chief Invocation, Pledge of Allegiance and Pledge to the Texas Flag. Joshua Reeves with The Cause Church led the invocation. The Pledge of Allegiance and the Pledge to the Texas Flag were recited. An nouncements of recent and upcoming events. Councilmember Reeves made the following announcements: Residents are invited to attend a public meeting on Tuesday, August 27 at 6:30 p.m. at Christie Elementary School regarding the proposed reconstruction and widening of Parvin Road from FM 1385 to the Dallas Parkway South at the DNT. Visit prospertx.gov for more information including how to submit public comments. MINUTES Prosper Town Council Meeting Prosper Town Hall, Council Chambers 250 W. First Street, Prosper, Texas Tuesday, August 13, 2024 Page 5 Item 1. Page 2 of 7 Join us for a public Town Hall meeting regarding the fiscal year 2024-2025 Preliminary Budget on Thursday, August 29 at 6:00 p.m. in the Council Chambers. Town staff will provide a presentation and be available for questions. Those unable to attend may watch live at prospertx.gov/livemeetings. The Prosper Community Library seeks feedback for the 2024 Master Library Plan. Residents are encouraged to take a few moments to complete a survey and share their insights. A link to complete the survey may be accessed on the homepage of the Town’s website. Tickets for Freedom Fest with Coffey Anderson are now available for the Saturday, September 7 event in Downtown Prosper. General Admission is free, but tickets must be reserved in advance. VIP tickets are also available for purchase for those who would like to enjoy premium seating, exclusive amenities, and VIP parking access. Visit prospertx.gov for more information. The Prosper Economic Development Corporation is hosting the next Prosper Exchange on Thursday, September 19 at 6:00 p.m. The topic “The Role of Educational Policy” will explore vital issues facing the public education system. There is no fee to attend, but residents are asked to register by visiting prosperedc.com. CONSENT AGENDA: Items placed on the Consent Agenda are considered routine in nature and non-controversial. The Consent Agenda can be acted upon in one motion. Items may be removed from the Consent Agenda at the request of Council Members or staff. 1. Consider and act upon the minutes from the July 23, 2024, Town Council Work Session meeting. (MLS) 2. Consider and act upon the minutes from the July 23, 2024, Town Council Regular meeting. (MLS) 3. Consider and act upon the minutes from the July 30, 2024, Town Council Work Session meeting. (MLS) 4. Receive the Quarterly Investment Report for June 30, 2024. (CL) 5. Consider and act upon authorizing the Town Manager to execute an audit engagement letter between Weaver and Tidwell, L.L.P., and the Town of Prosper, Texas, related to the fiscal year 2024 annual audit. (CL) 6. Consider and act upon Ordinance 2024-52 amending the Fee Schedule for Emergency Medical Services (EMS) rates. (SB) 7. Consider and act upon authorizing the Town Manager to execute documents for the emergency repairs of water supply pumps by Global Pump Solutions LLC estimated not to exceed $150,000. (CJ) 8. Consider and act upon authorizing the Town Manager to approve $600,000 in expenditures under the existing contract with WOPAC Construction, Inc., (WOPAC) Bid No. 2019-53-A, for miscellaneous concrete replacement and repair services. (CJ) 9. Consider and act upon authorizing the Town Manager to execute a Professional Services Agreement between Geotex Engineering LLC, and the Town of Prosper, Page 6 Item 1. Page 3 of 7 Texas, related to professional construction materials testing and observation services for the Prosper Lower Pressure Plane Phase 2A project for $102,820. (PA) 10. Consider and act upon Ordinance 2024-53 amending Section 3.14.012(2)(H) of the Town's Code of Ordinances as it relates to Political Signs. (MLS) 11. Consider and act upon Ordinance 2024-54 amending Chapter 1, “General Provisions,” of the Town of Prosper Code of Ordinances by adopting a new Article 1.11, “Downtown Prosper Entertainment District.” (DH) 12. Consider and act upon Ordinance 2024-55 amending Chapter 6, “Health and Sanitation,” of the Town of Prosper Code of Ordinances by amending the definitions of Article 6.03, “Maintenance of Property,” and adding new Subsections (c) and (d) to Section 6.03.002, “Regulation of Weeds, Rubbish, Brush, and Other Objectionable, Unsightly, or Unsanitary Matter.” (DH) 13. Consider and act upon whether to direct staff to submit a written notice of appeals on behalf of the Town Council to the Development Services Department, pursuant to Chapter 4, Section 1.5(C)(7) and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding action taken by the Planning & Zoning Commission on Preliminary Site Plans and Site Plans. (DH) Deputy Mayor Pro-Tem Bartley requested to pull items 13-1 and 13-5. Mayor Bristol requested to pull item 8. Deputy Mayor Pro-Tem Bartley motioned to approve consent agenda items 1 through 7, 9 through 12, and 13-2 through 13-4. Councilmember Reeves seconded the motion. Motion carried with a 6-0 vote. Item 13-5: Deputy Mayor Pro-Tem Bartley asked if the applicant would be willing to enter into a Development Agreement with the Town and exclude non-family-friendly uses, which would stay with the property if they should ever leave. Mr. Cobb, the applicant agreed to the request. Deputy Mayor Pro-Tem Bartley motioned to approve item 13-5 and authorize the Town Manager to execute a Development Agreement for the business on the property. Councilmember Hodges seconded the motion. Motion carried with a 6-0 vote. Item 13-1: Deputy Mayor Pro-Tem Bartley asked if the stormwater detention was wet or dry and if it would be included in Phase I or Phase II, the masonry wall along the property line, and if the applicant was aware of the maintenance requirements to maintain the landscaping. Mr. Hoover noted the plan for the detention would be in Phase I. Deputy Mayor Pro-Tem Bartley motioned to approve item 13-1. Councilmember Reeves seconded the motion. Motion carried with a 6-0 vote. Item 8: Mayor Bristol noted that part of the concrete replacement included the Police Department parking lot expansion. Mayor Pro-Tem Ray motion to approve item 8. Deputy Mayor Pro-Tem Bartley seconded the motion. Motion carried with a 6-0 vote. Page 7 Item 1. Page 4 of 7 CITIZEN COMMENTS No comments were made. Items for Individual Consideration: 14. Consider and act upon a request for the removal of a historic tree on Wandering Creek, Phase 1, on 48.9± acres, located on the south side of First Street and 335± feet east of Wildcat Way. (DH) Mr. Hoover introduced the item noting per the Town’s Zoning Ordinance, a tree exceeding a 40-caliper inch diameter is classified as a historic tree, and requires the Council to approve a removal request. It was determined by an Arborist that the tree would not survive after infrastructure was done in the subdivision. Therefore, the developer has requested to pay the fee in lieu of replanting trees. The Town Council discussed the options presented and possible costs associated with replanting the number of required trees versus paying the fee, and if the Town accepted the fee where those monies could be allocated. Councilmember Reeves motioned to approve a request for the removal of a historic tree on Wandering Creek, Phase 1, on 48.9± acres, located on the south side of First Street and 335± feet east of Wildcat Way. Councilmember Hodges seconded the motion. Motion carried with a 6-0 vote. 15. Consider and act upon a request for the removal of a historic tree on Legacy Gardens, Phases 3-4, on 136.1± acres, located on the southwest corner of Shawnee Trail and Frontier Parkway. (DH) Mr. Hoover introduced the item noting the tree’s growth interferes with existing power lines and the historic tree is in the future right-of-way for Frontier Parkway. Eventually, the tree would be removed due to the anticipated expansion of the major thoroughfare. For all these reasons, it has been determined that the historic tree will not survive over time. The developer is requesting to pay the fee in lieu of replanting trees. Councilmember Hodges motioned to approve a request for the removal of a historic tree on Legacy Gardens, Phases 3-4, on 136.1± acres, located on the southwest corner of Shawnee Trail and Frontier Parkway. Councilmember Kern seconded the motion. Motion carried with a 6-0 vote. 16. Consider and act upon authorizing the Town Manager to execute a Professional Service Agreement between Freese and Nichols, Inc., and the Town of Prosper, Texas, related to the creation of a Unified Development Code for an amount not to exceed $342,842. (DH) Mr. Hoover introduced the item outlining the purpose of a Unified Development Code. The document would also include updates to existing ordinances and the overlay districts for Downtown and Dallas North Tollway. The process to complete will take approximately six months. The Town Council discussed the cost associated with the project and how often updates would be needed. Requests for a work session regarding the overlay districts were noted. Page 8 Item 1. Page 5 of 7 Deputy Mayor Pro-Tem Bartley motioned to approve authorizing the Town Manager to execute a Professional Service Agreement between Freese and Nichols, Inc., and the Town of Prosper, Texas, related to the creation of a Unified Development Code for an amount not to exceed $342,842. Mayor Pro-Tem Ray seconded the motion. Motion carried with a 6-0 vote. 17. Discuss and consider the submission of the Preliminary Fiscal Year 2024-2025 Budget. (CL) Mr. Landrum presented an overview of the preliminary budget including key revenue drivers, personnel and compensation, General Fund additions, debt service fund, and capital projects and its dedicated funding source. The Town Council commented on the market study, debt issuance, and funding for the capital improvement projects. 18. Consider and act upon Ordinance 2024-56 establishing the tax year 2024 Certified Appraisal Roll. (CL) Mr. Landrum introduced the item providing historical property valuation data. Once approved, the Town may begin collecting for the tax year 2024 tax levy. These funds are used to cover operating and maintenance expenses, as well as debt service. Deputy Mayor Pro-Tem Bartley motion to approve Ordinance 2024-56 establishing the tax year 2024 Certified Appraisal Roll. Councilmember Kern seconded the motion. Motion carried with a 6-0 vote. 19. Consider and act upon accepting submission of the tax year 2024, fiscal year 2024-2025, no-new-revenue tax rate of $0.466941 per $100 taxable value, voter- approval tax rate of $0.522075 per $100 taxable value, and preliminary property tax rate of $0.505000 per $100 taxable value. (CL) Mr. Landrum introduced the item stating the no-new-revenue tax rate compares like property year over year. The voter-approval tax rate is split into two separate components: an operating and maintenance rate and a debt rate. The voter-approval rate calculation allows municipalities to raise 3.5 percent of the prior year’s operating and maintenance money, plus the necessary debt rate. It was noted one public hearing would be required due to the preliminary tax rate being higher than the no-new-revenue tax rate. Councilmember Hodges motioned to approve accepting submission of the tax year 2024, fiscal year 2024-2025, no-new-revenue tax rate of $0.466941 per $100 taxable value, voter-approval tax rate of $0.522075 per $100 taxable value, and preliminary property tax rate of $0.505000 per $100 taxable value. Councilmember Kern seconded the motion. Motion carried with a 6-0 vote. 20. Consider and act upon a proposed fiscal year 2024-2025 Property Tax Rate. (CL) Mr. Landrum introduced the item providing historical property tax rate data and benchmarking pointing out the Town’s efforts to lower the tax rate. The Town is required to hold one public hearing and publish a notice in a local newspaper. It was noted that the rate the Town finally adopts can be lower than the proposed and published tax rate, but it cannot exceed it. Page 9 Item 1. Page 6 of 7 Mayor Pro-Tem Ray motioned to place a proposal to adopt a fiscal year 2024-2025 tax rate of fifty and a half cents ($0.505) per one hundred dollars ($100) of valuation on the September 10, 2024, Town Council agenda. Councilmember Hodges seconded the motion. Councilmember Kern – In Favor Mayor Pro-Tem Ray – In Favor Mayor Bristol – In Favor Deputy Mayor Pro-Tem Bartley – In Favor Councilmember Hodges – In Favor Councilmember Reeves – In Favor Motion carried with a 6-0 vote. 21. Consider and act upon scheduling a public hearing on the fiscal year 2024-2025 Proposed Budget. (CL) Mr. Landrum stated this agenda item is setting the public hearing for the proposed budget at the September 10 Town Council meeting. Councilmember Kern motioned to schedule a public hearing on the fiscal year 2024- 2025 Proposed Budget for September 10, 2024, at 6:15 p.m., with the meeting taking place in the Council Chambers of Prosper Town Hall, located at 250 W First St, Prosper, TX. Councilmember Reeves seconded the motion. Motion carried with a 6-0 vote. 22. Consider and act upon scheduling a public hearing on the proposed fiscal year 2024-2025 tax rate. (CL) Mr. Landrum stated this agenda item is setting the public hearing for the proposed tax rate at the September 10 Town Council meeting. Councilmember Reeves motioned to set the public hearing on the proposed tax rate for September 10, 2024, at 6:15 p.m., with the meeting taking place in the Council Chambers of Prosper Town Hall, located at 250 W. First St, Prosper, TX. Councilmember Hodges seconded the motion. Motion carried with a 6-0 vote. 23. Discuss and consider Town Council Subcommittee reports. (DFB) Downtown Advisory Committee: Mayor Pro-Tem Ray noted the committee discussed and reviewed revised versions of the proposed monumentation for downtown, and associated projects. CIP Subcommittee: Deputy Mayor Pro-Tem Bartley noted that they discussed the projects noted in the preliminary budget and will meet again to discuss allocating projects to funds allocated in the Capital Dedicated Fund. Community Engagement Committee: Councilmember Hodges commented they discussed upcoming events including Celebrate Prosper and Freedom Fest. Mayor Pro-Tem Ray noted they also discussed setting up push notifications through the mobile app. Possibly direct Town staff to schedule topic(s) for discussion at a future meeting. No comments were made. Page 10 Item 1. Page 7 of 7 EXECUTIVE SESSION: Recess into Closed Session in compliance with Section 551.001 et seq. Texas Government Code, as authorized by the Texas Open Meetings Act, to deliberate regarding: Section 551.087 – To discuss and consider economic development incentives and all matters incident and related thereto. Section 551.072 – To discuss and consider the purchase, exchange, lease, or value of real property for municipal purposes and all matters incident and related thereto. Section 551.074 – To discuss and consider personnel matters and all matters incident and related thereto. Section 551.071 - To consult with the Town Attorney regarding BFS Real Estate LLC, et al., v. Town of Prosper, et al., pending in the 471st Judicial District Court of Collin County, Texas, and all matters incident and related thereto; and discuss and consider anticipated litigation regarding contractual obligations. 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, Planning & Zoning Commission, Community Engagement Committee, and the Downtown Advisory Committee, and all matters incident and related thereto. The Town Council recessed into Executive Session at 7:57 p.m. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. The Town Council reconvened into Regular Session at 9:31 p.m. No action was taken. Adjourn. The meeting was adjourned at 9:31 p.m. These minutes were approved on the 27th day of August 2024. APPROVED: David F. Bristol, Mayor ATTEST: Michelle Lewis Sirianni, Town Secretary Page 11 Item 1. Page 1 of 2 ] Call to Order/ Roll Call. The meeting was called to order at 5:30 p.m. Council Members Present: Mayor David F. Bristol Deputy Mayor Pro-Tem Amy Bartley Councilmember Craig Andres Councilmember Chris Kern Councilmember Jeff Hodges Council Members Absent: Mayor Pro-Tem Marcus E. Ray Councilmember Cameron Reeves Staff Members Present: Michelle Lewis Sirianni, Town Secretary 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 551.074 - To conduct interviews for positions on the Town’s Board & Commissions. The Town Council recessed into Executive Session at 5:31 p.m. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. The Town Council reconvened into Regular Session at 9:18 p.m. No action was taken. Adjourn. The meeting was adjourned at 9:19 p.m. These minutes were approved on the 27th day of August 2024. APPROVED: David F. Bristol, Mayor MINUTES Prosper Town Council Special Meeting Prosper Town Hall – Community Room 250 W. First Street, Prosper, Texas Tuesday, August 20, 2024 Page 12 Item 2. Page 2 of 2 ATTEST: Michelle Lewis Sirianni, Town Secretary Page 13 Item 2. Page 1 of 1 ] Call to Order/ Roll Call. The meeting was called to order at 5:30 p.m. Council Members Present: Mayor David F. Bristol Mayor Pro-Tem Marcus E. Ray Deputy Mayor Pro-Tem Amy Bartley Councilmember Craig Andres Councilmember Chris Kern Councilmember Jeff Hodges Councilmember Cameron Reeves Staff Members Present: Michelle Lewis Sirianni, Town Secretary 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 551.074 - To conduct interviews for positions on the Town’s Board & Commissions. The Town Council recessed into Executive Session at 5:31 p.m. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. The Town Council reconvened into Regular Session at 7:42 p.m. No action was taken. Adjourn. The meeting was adjourned at 7:43 p.m. These minutes were approved on the 27th day of August 2024. APPROVED: David F. Bristol, Mayor ATTEST: Michelle Lewis Sirianni, Town Secretary MINUTES Prosper Town Council Special Meeting Prosper Town Hall – Community Room 250 W. First Street, Prosper, Texas Thursday, August 22, 2024 Page 14 Item 3. Page 1 of 2 To: Mayor and Town Council From: Chris Landrum, Finance Director Through: Mario Canizares, Town Manager Bob Scott, Deputy Town Manager Re: Atmos Rate Settlement Town Council Meeting – August 27, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and act upon a resolution approving a negotiated settlement between the Atmos Cities Steering Committee (ACSC) and Atmos Energy Corporation, Mid-Tex Division regarding the company’s 2024 rate review request. Description of Agenda Item: The Town and 181 other Mid-Texas cities served by Atmos Energy Corporation, Mid-Tex Division (“Atmos Mid-Tex” or “Company”), are members of the Atmos Cities Steering Committee (“ACSC”). In 2007, ACSC and Atmos Mid-Tex settled a rate application filed by the Company pursuant to Section 104.301 of the Texas Utilities Code for an interim rate adjustment commonly referred to as a GRIP filing (arising out of the Gas Reliability Infrastructure Program legislation). That settlement created a substitute rate review process, referred to as Rate Review Mechanism (“RRM”), as a substitute for future filings under the GRIP statute. Since 2007, there have been several modifications to the original RRM Tariff. The most recent iteration of an RRM Tariff was reflected in an ordinance adopted by ACSC members in 2018. On or about April 1, 2024, the Company filed a rate request pursuant to the RRM Tariff adopted by ACSC members. The Company claimed that its cost-of-service in a test year ending December 31, 2023, entitled it to additional system-wide revenues of $196.8 million. Application of the standards set forth in ACSC’s RRM Tariff reduces the Company’s request to $182.5 million, $132.6 million of which would be applicable to ACSC members. After reviewing the filing and conducting discovery, ACSC’s consultants concluded that the system-wide deficiency under the RRM regime should be $149.6 million instead of the claimed $182.5 million. After several settlement meetings, the parties have agreed to settle the case for $164.7 million. This is a reduction of $32.1 million to the Company’s initial request. This includes payment of ACSC’s expenses. The Effective Date for new rates is October 1, 2024. Budget Impact: There is no budgetary impact affiliated with this item. FINANCE Page 15 Item 4. Page 2 of 2 Legal Obligations and Review: Thomas Brocato, ACSC’s general counsel prepared the attached resolution. Terrence Welch of Brown & Hoffmeister, L.L.P. has reviewed the resolution as to form and legality. Attached Documents: 1. Resolution 2. CY 23 MTX RRM-Tariffs 3. CY 23 MTX RRM-Pension Benchmark 4. CY 23 MTX RRM-Average Bill Town Staff Recommendation: Town Staff recommends that the Town Council approve the resolution approving a negotiated settlement between the Atmos Cities Steering Committee (ACSC) and Atmos Energy Corporation, Mid-Tex Division regarding the company’s 2024 rate review request. Proposed Motion: I move to approve the resolution approving a negotiated settlement between the Atmos Cities Steering Committee (ACSC) and Atmos Energy Corporation, Mid-Tex Division regarding the company’s 2024 rate review request. Page 16 Item 4. TOWN OF PROSPER, TEXAS RESOLUTION NO. 2024-XX A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, APPROVING A NEGOTIATED SETTLEMENT BETWEEN THE ATMOS CITIES STEERING COMMITTEE (“ACSC”) AND ATMOS ENERGY CORP., MID-TEX DIVISION REGARDING THE COMPANY’S 2024 RATE REVIEW MECHANISM FILING; DECLARING EXISTING RATES TO BE UNREASONABLE; ADOPTING TARIFFS THAT REFLECT RATE ADJUSTMENTS CONSISTENT WITH THE NEGOTIATED SETTLEMENT; FINDING THE RATES TO BE SET BY THE ATTACHED SETTLEMENT TARIFFS TO BE JUST AND REASONABLE AND IN THE PUBLIC INTEREST; APPROVING AN ATTACHMENT ESTABLISHING A BENCHMARK FOR PENSIONS AND RETIREE MEDICAL BENEFITS; REQUIRING THE COMPANY TO REIMBURSE ACSC’S REASONABLE RATEMAKING EXPENSES; DETERMINING THAT THIS RESOLUTION WAS PASSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE TEXAS OPEN MEETINGS ACT; ADOPTING A SAVINGS CLAUSE; DECLARING AN EFFECTIVE DATE; AND REQUIRING DELIVERY OF THIS RESOLUTION TO THE COMPANY AND THE ACSC’S LEGAL COUNSEL. WHEREAS, the Town of Prosper, Texas (“Town”) is a gas utility customer of Atmos Energy Corp., Mid-Tex Division (“Atmos Mid-Tex” or “Company”), and a regulatory authority with an interest in the rates, charges, and services of Atmos Mid-Tex; and WHEREAS, the Town is a member of the Atmos Cities Steering Committee (“ACSC”), a coalition of similarly-situated cities served by Atmos Mid-Tex (“ACSC Cities”) that have joined together to facilitate the review of, and response to, natural gas issues affecting rates charged in the Atmos Mid-Tex service area; and WHEREAS, ACSC and the Company worked collaboratively to develop a Rate Review Mechanism (“RRM”) tariff that allows for an expedited rate review process by ACSC Cities as a substitute to the Gas Reliability Infrastructure Program (“GRIP”) process instituted by the Legislature, and that will establish rates for the ACSC Cities based on the system-wide cost of serving the Atmos Mid-Tex Division; and WHEREAS, the current RRM tariff was adopted by the Town in a rate ordinance in 2018; and WHEREAS, on about April 1, 2024, Atmos Mid-Tex filed its 2024 RRM rate request with ACSC Cities based on a test year ending December 31, 2023; and WHEREAS, ACSC coordinated its review of the Atmos Mid-Tex 2024 RRM filing through its Executive Committee, assisted by ACSC’s attorneys and consultants, to resolve issues identified in the Company’s RRM filing; and WHEREAS, the Executive Committee, as well as ACSC’s counsel and consultants, recommend that ACSC Cities approve an increase in base rates for Atmos Mid-Tex of $164.7 million on a system-wide basis with an Effective Date of October 1, 2024; and WHEREAS, ACSC agrees that Atmos’ plant-in-service is reasonable; and Page 17 Item 4. Resolution No. 2024-XX, Page 2 WHEREAS, with the exception of approved plant-in-service, ACSC is not foreclosed from future reasonableness evaluation of costs associated with incidents related to gas leaks; and WHEREAS, the attached tariffs (Attachment 1) implementing new rates are consistent with the recommendation of the ACSC Executive Committee, are agreed to by the Company, and are just, reasonable, and in the public interest; and WHEREAS, the settlement agreement sets a new benchmark for pensions and retiree medical benefits (Attachment 2); and WHEREAS, the RRM Tariff contemplates reimbursement of ACSC’s reasonable expenses associated with RRM applications. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1 That the findings set forth in this Resolution are hereby in all things approved. SECTION 2 That, without prejudice to future litigation of any issue identified by ACSC, the City Council finds that the settled amount of an increase in revenues of $164.7 million on a system-wide basis represents a comprehensive settlement of gas utility rate issues affecting the rates, operations, and services offered by Atmos Mid-Tex within the municipal limits arising from Atmos Mid-Tex’s 2024 RRM filing, is in the public interest, and is consistent with the Town’s authority under Section 103.001 of the Texas Utilities Code. SECTION 3 That despite finding Atmos Mid-Tex’s plant-in-service to be reasonable, ACSC is not foreclosed in future cases from evaluating the reasonableness of costs associated with incidents involving leaks of natural gas. SECTION 4 That the existing rates for natural gas service provided by Atmos Mid-Tex are unreasonable. The new tariffs attached hereto and incorporated herein as Attachment 1, are just and reasonable, and are designed to allow Atmos Mid-Tex to recover annually an additional $164.7 million on a system-wide basis, over the amount allowed under currently approved rates. Such tariffs are hereby adopted. SECTION 5 That the ratemaking treatment for pensions and retiree medical benefits in Atmos Mid- Tex’s next RRM filing shall be as set forth on Attachment 2, attached hereto and incorporated herein. Page 18 Item 4. Resolution No. 2024-XX, Page 3 SECTION 6 That Atmos Mid-Tex shall reimburse the reasonable ratemaking expenses of the ACSC in processing the Company’s 2024 RRM filing. SECTION 7 That to the extent any resolution or ordinance previously adopted by the Council is inconsistent with this Resolution, it is hereby repealed. SECTION 8 That the meeting at which this Resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. SECTION 9 That if any one or more sections or clauses of this Resolution is adjudged to be unconstitutional or invalid, such judgment shall not affect, impair, or invalidate the remaining provisions of this Resolution, and the remaining provisions of the Resolution shall be interpreted as if the offending section or clause never existed. SECTION 10 That consistent with the City Ordinance that established the RRM process, this Resolution shall become effective from and after its passage with rates authorized by attached tariffs to be effective for bills rendered on or after October 1, 2024. SECTION 11 That a copy of this Resolution shall be sent to Atmos Mid-Tex, care of Chris Felan, Vice President of Rates and Regulatory Affairs Mid-Tex Division, Atmos Energy Corporation, 5420 LBJ Freeway, Suite 1862, Dallas, Texas 75240, and to Thomas Brocato, General Counsel to ACSC, at Lloyd Gosselink Rochelle & Townsend, P.C., 816 Congress Avenue, Suite 1900, Austin, Texas 78701. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE TOWN OF PROSPER, TEXAS, BY A VOTE OF ____ TO ____, ON THIS THE 27TH DAY OF AUGUST, 2024. David F. Bristol, Mayor ATTEST: ____ Michelle Lewis Sirianni, Town Secretary Page 19 Item 4. Resolution No. 2024-XX, Page 4 APPROVED AS TO FORM: ______________________________ Terrence S. Welch, Town Attorney Page 20 Item 4. MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: R – RESIDENTIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2024 Application Applicable to Residential Customers for all natural gas provided at one Point of Delivery and measured through one meter. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 22.95 per month Rider CEE Surcharge $ 0.05 per month 1 Total Customer Charge $ 23.00 per month Commodity Charge – All Ccf $0.58974 per Ccf Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. 1Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2024. Attachment 1 Page 21 Item 4. MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: C – COMMERCIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2024 Application Applicable to Commercial Customers for all natural gas provided at one Point of Delivery and measured through one meter and to Industrial Customers with an average annual usage of less than 30,000 Ccf. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 81.75 per month Rider CEE Surcharge $ 0.00 per month 1 Total Customer Charge $ 81.75 per month Commodity Charge – All Ccf $ 0.19033 per Ccf Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. Presumption of Plant Protection Level For service under this Rate Schedule, plant protection volumes are presumed to be 10% of normal, regular, historical usage as reasonably calculated by the Company in its sole discretion. If a customer believes it needs to be modeled at an alternative plant protection volume, it should contact the company at mdtx-div-plantprotection@atmosenergy.com. 1 Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2024. . Attachment 1 Page 22 Item 4. MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: I – INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2024 Application Applicable to Industrial Customers with a maximum daily usage (MDU) of less than 200 MMBtu per day for all natural gas provided at one Point of Delivery and measured through one meter. Service for Industrial Customers with an MDU equal to or greater than 200 MMBtu per day will be provided at Company's sole option and will require special contract arrangements between Company and Customer. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and MMBtu charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Meter $ 1,587.75 per month First 0 MMBtu to 1,500 MMBtu $ 0.6553 per MMBtu Next 3,500 MMBtu $ 0.4799 per MMBtu All MMBtu over 5,000 MMBtu $ 0.1029 per MMBtu Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer’s deliveries, Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled “Daily Price Survey.” Replacement Index In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. Attachment 1 Page 23 Item 4. MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: I – INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2024 Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. Special Conditions In order to receive service under Rate I, Customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. Presumption of Plant Protection Level For service under this Rate Schedule, plant protection volumes are presumed to be 10% of normal, regular, historical usage as reasonably calculated by the Company in its sole discretion. If a customer believes it needs to be modeled at an alternative plant protection volume, it should contact the company at mdtx-div-plantprotection@atmosenergy.com. Attachment 1 Page 24 Item 4. MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: T – TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2024 Application Applicable, in the event that Company has entered into a Transportation Agreement, to a customer directly connected to the Atmos Energy Corp., Mid-Tex Division Distribution System (Customer) for the transportation of all natural gas supplied by Customer or Customer’s agent at one Point of Delivery for use in Customer's facility. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's bill will be calculated by adding the following Customer and MMBtu charges to the amounts and quantities due under the riders listed below: Charge Amount Customer Charge per Meter $ 1,587.75 per month First 0 MMBtu to 1,500 MMBtu $ 0.6553 per MMBtu Next 3,500 MMBtu $ 0.4799 per MMBtu All MMBtu over 5,000 MMBtu $ 0.1029 per MMBtu Upstream Transportation Cost Recovery: Plus an amount for upstream transportation costs in accordance with Part (b) of Rider GCR. Retention Adjustment: Plus a quantity of gas as calculated in accordance with Rider RA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Imbalance Fees All fees charged to Customer under this Rate Schedule will be charged based on the quantities determined under the applicable Transportation Agreement and quantities will not be aggregated for any Customer with multiple Transportation Agreements for the purposes of such fees. Monthly Imbalance Fees Customer shall pay Company the greater of (i) $0.10 per MMBtu, or (ii) 150% of the difference per MMBtu between the highest and lowest “midpoint” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” during such month, for the MMBtu of Customer’s monthly Cumulative Imbalance, as defined in the applicable Transportation Agreement, at the end of each month that exceeds 10% of Customer’s receipt quantities for the month. Attachment 1 Page 25 Item 4. MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: T – TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2024 Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer’s deliveries, Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled “Daily Price Survey.” Replacement Index In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. Agreement A transportation agreement is required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. Special Conditions In order to receive service under Rate T, customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. Attachment 1 Page 26 Item 4. MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2024 Provisions for Adjustment The Commodity Charge per Ccf (100 cubic feet) for gas service set forth in any Rate Schedules utilized by the cities of the Mid-Tex Division service area for determining normalized winter period revenues shall be adjusted by an amount hereinafter described, which amount is referred to as the "Weather Normalization Adjustment." The Weather Normalization Adjustment shall apply to all temperature sensitive residential and commercial bills based on meters read during the revenue months of November through April. The five regional weather stations are Abilene, Austin, Dallas, Waco, and Wichita Falls. Computation of Weather Normalization Adjustment The Weather Normalization Adjustment Factor shall be computed to the nearest one-hundredth cent per Ccf by the following formula: (HSFi x (NDD-ADD) ) WNAFi = Ri (BLi +(HSFi x ADD) ) Where i = any particular Rate Schedule or billing classification within any such particular Rate Schedule that contains more than one billing classification WNAFi = Weather Normalization Adjustment Factor for the ith rate schedule or classification expressed in cents per Ccf Ri = Commodity Charge rate of temperature sensitive sales for the ith schedule or classification. HSFi = heat sensitive factor for the ith schedule or classification divided by the average bill count in that class NDD = billing cycle normal heating degree days calculated as the simple ten-year average of actual heating degree days. ADD = billing cycle actual heating degree days. Bli = base load sales for the ith schedule or classification divided by the average bill count in that class The Weather Normalization Adjustment for the jth customer in ith rate schedule is computed as: WNA i = WNAF i x q ij Where q ij is the relevant sales quantity for the jth customer in ith rate schedule. Attachment 1 Page 27 Item 4. MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2024 Base Use/Heat Use Factors Residential Commercial Base use Heat use Base use Heat use Weather Station Ccf Ccf/HDD Ccf Ccf/HDD Abilene 9.52 0.1526 88.98 0.7485 Austin 8.87 0.1343 213.30 0.9142 Dallas 12.38 0.2024 185.59 1.0974 Waco 8.71 0.1219 130.62 0.7190 Wichita Falls 10.20 0.1394 117.78 0.6435 Weather Normalization Adjustment (WNA) Report On or before June 1 of each year, the company posts on its website at atmosenergy.com/mtx-wna, in Excel format, a Weather Normalization Adjustment (WNA) Report to show how the company calculated its WNAs factor during the preceding winter season. Additionally, on or before June 1 of each year, the company files one hard copy and an Excel version of the WNA Report with the Railroad Commission of Texas' Gas Services Division, addressed to the Director of that Division. Attachment 1 Page 28 Item 4. Line No. DescriptionPension Account PlanPost-Employment Benefit PlanPension Account PlanPost-Employment Benefit PlanSupplemental Executive Benefit PlanAdjustment Total(a) (b) (c) (d) (e) (f) (g)1Proposed Benefits Benchmark - Fiscal Year 2024 Willis Towers Watson Report as adjusted1,402,365$ (1,146,665)$ 2,186,549$ (4,070,086)$ 278,107$ 2 Allocation Factor 45.93% 45.93% 82.00% 82.00% 100.00%3Proposed Benefits Benchmark Costs Allocated to Mid-Tex (Ln 1 x Ln 2)644,172$ (526,717)$ 1,792,929$ (3,337,394)$ 278,107$ 4 O&M and Capital Allocation Factor100.00% 100.00% 100.00% 100.00% 100.00%5Proposed Benefits Benchmark Costs to Approve (Ln 3 x Ln 4)644,172$ (526,717)$ 1,792,929$ (3,337,394)$ 278,107$ (1,148,903)$ 67 O&M Expense Factor (WP_F-2.3, Ln 2)81.70% 81.70% 38.85% 38.85%11.24%89Summary of Costs to Approve:10Total Pension Account Plan526,315$ 696,536$ 1,222,851$ 11Total Post-Employment Benefit Plan(430,349)$ (1,296,547)$ (1,726,896) 12Total Supplemental Executive Benefit Plan31,256$ 31,256 13Total (Ln 10 + Ln 11 + Ln 12)526,315$ (430,349)$ 696,536$ (1,296,547)$ 31,256$ (472,789)$ ATMOS ENERGY CORP., MID-TEX DIVISIONMID-TEX RATE REVIEW MECHANISMPENSIONS AND RETIREE MEDICAL BENEFITS FOR CITIES APPROVALTEST YEAR ENDING DECEMBER 31, 2023Shared ServicesMid-Tex DirectAttachment 2Page 29Item 4. LineNo.Current Proposed AmountPercent(b) (c) (d) (e)1Rate R @ 42.8 Ccf2 Customer charge22.25$ 3 Consumption charge 42.8 CCF X 0.48567$ = 20.79 4 Rider GCR Part A 42.8 CCF X 0.27958$ = 11.97 5 Rider GCR Part B 42.8 CCF X 0.47494$ = 20.33 6 Subtotal 75.34$ 7 Rider FF & Rider TAX 75.34$ X 0.07196 = 5.42 8 Total80.76$ 910 Customer charge22.95$ 11 Consumption charge 42.8 CCF X 0.58974$ = 25.24 12 Rider GCR Part A 42.8 CCF X 0.27958$ = 11.97 13 Rider GCR Part B 42.8 CCF X 0.47494$ = 20.33 14 Subtotal80.49$ 15 Rider FF & Rider TAX 80.49$ X 0.07196 = 5.79 16 Total86.28$ 5.52$ 6.84%17(a)ATMOS ENERGY CORP., MID-TEX DIVISIONMID-TEX RATE REVIEW MECHANISMAVERAGE BILL COMPARISON - BASE RATESTEST YEAR ENDING DECEMBER 31, 2023ChangeDescriptionPage 30Item 4. LineNo.Current Proposed AmountPercent(b) (c) (d) (e)(a)ATMOS ENERGY CORP., MID-TEX DIVISIONMID-TEX RATE REVIEW MECHANISMAVERAGE BILL COMPARISON - BASE RATESTEST YEAR ENDING DECEMBER 31, 2023ChangeDescription18Rate C @ 363.6 Ccf19 Customer charge72.00$ 20 Consumption charge 363.6 CCF X 0.18280$ = 66.47 21 Rider GCR Part A 363.6 CCF X 0.27958$ = 101.67 22 Rider GCR Part B 363.6 CCF X 0.33806$ = 122.93 23 Subtotal 363.07$ 24 Rider FF & Rider TAX 363.07$ X 0.07196 = 26.13 25 Total389.20$ 2627 Customer charge81.75$ 28 Consumption charge 363.6 CCF X 0.19033$ = 69.21 29 Rider GCR Part A 363.6 CCF X 0.27958$ = 101.67 30 Rider GCR Part B 363.6 CCF X 0.33806$ = 122.93 31 Subtotal375.56$ 32 Rider FF & Rider TAX 375.56$ X 0.07196 = 27.03 33 Total402.59$ 13.39$ 3.44%34Page 31Item 4. LineNo.Current Proposed AmountPercent(b) (c) (d) (e)(a)ATMOS ENERGY CORP., MID-TEX DIVISIONMID-TEX RATE REVIEW MECHANISMAVERAGE BILL COMPARISON - BASE RATESTEST YEAR ENDING DECEMBER 31, 2023ChangeDescription35Rate I @ 1335 MMBTU36 Customer charge 1,382.00$ 37 Consumption charge 1,335 MMBTU X 0.7484$ = 998.94 38 Consumption charge 0 MMBTU X 0.5963$ = - 39 Consumption charge 0 MMBTU X 0.2693$ = - 40 Rider GCR Part A1,335 MMBTU X 2.7303$ = 3,644.33 41 Rider GCR Part B 1,335 MMBTU X 0.7337$ = 979.37 42 Subtotal 7,004.64$ 43 Rider FF & Rider TAX 7,004.64$ X 0.07196 = 504.08 44 Total 7,508.72$ 4546 Customer charge1,587.75$ 47 Consumption charge 1,335 MMBTU X 0.6553$ = 874.67 48 Consumption charge 0 MMBTU X 0.4799$ = - 49 Consumption charge 0 MMBTU X 0.1029$ = - 50 Rider GCR Part A 1,335 MMBTU X 2.7303$ = 3,644.33 51 Rider GCR Part B 1,335 MMBTU X 0.7337$ = 979.37 52 Subtotal7,086.12$ 53 Rider FF & Rider TAX 7,086.12$ X 0.07196 = 509.94 54 Total7,596.06$ 87.34$ 1.16%55Page 32Item 4. LineNo.Current Proposed AmountPercent(b) (c) (d) (e)(a)ATMOS ENERGY CORP., MID-TEX DIVISIONMID-TEX RATE REVIEW MECHANISMAVERAGE BILL COMPARISON - BASE RATESTEST YEAR ENDING DECEMBER 31, 2023ChangeDescription56Rate T @ 4645 MMBTU57 Customer charge 1,382.00$ 58 Consumption charge 1,500 MMBTU X 0.5684$ = 852.60 59 Consumption charge 3,145 MMBTU X 0.4163$ = 1,309.08 60 Consumption charge 0 MMBTU X 0.0893$ = - 61 Rider GCR Part B 4,645 MMBTU X 0.7337$ = 3,407.90 62 Subtotal 6,951.58$ 63 Rider FF & Rider TAX 6,951.58$ X 0.07196 = 500.26 64 Total 7,451.84$ 6566 Customer charge1,587.75$ 67 Consumption charge 1,500 MMBTU X 0.6553$ = 982.95 68 Consumption charge 3,145 MMBTU X 0.4799$ = 1,509.08 69 Consumption charge 0 MMBTU X 0.1029$ = - 70 Rider GCR Part B 4,645 MMBTU X 0.7337$ = 3,407.90 71 Subtotal7,487.68$ 72 Rider FF & Rider TAX 7,487.68$ X 0.07196 = 538.84 73 Total8,026.52$ 574.68$ 7.71%Page 33Item 4. Page 1 of 2 To: Mayor and Town Council From: Leigh Johnson, Director of Information Technology Through: Mario Canizares, Town Manager Robert B. Scott, Deputy Town Manager Re: Annual Hardware Purchase Approval increase Town Council Meeting – August 27, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and act upon approval of an estimated total spend of $142,660 for various annual operational purchases for the Information Technology Department during FY 2024 from SHI Government Solutions, Inc. (LJ) Description of Agenda Item: In order to conform with State purchasing law and best practices, the Purchasing Division has asked the Information Technology Department to annually request Council approval of various open or blanket purchase orders for routine maintenance, repair, and operational items. These items are considered routine in nature and occur each year. This includes renewal of annual contracts bid out by the Town, cooperative/interlocal agreements, and sole source items. Each purchase order requested meets all aspects of State purchasing laws as well as Town purchasing procedures. At the November 23, 2023 Town meeting, the Town Council approved the following limits: Cooperative Description Vendor Amount DIR-TSO-4092 Software license renewals and various hardware SHI $250,000 DIR-TSO-3763 Dell computer and network hardware Dell/SHI $165,000 Omnia # MA3457 Incidental items for IT and other departments Amazon $125,000 It has come to the attention of the I.T. and Purchasing departments that the total annual spend with SHI Government Solutions for purchases that do not fall under contracts DIR-TSO-4092 and DIR-TSO-3763 will exceed annual spending thresholds. The estimate for these additional FY24 costs is $142,660.00 and include budgeted items such as annual software renewals and new software platforms approved in the annual budget including Privileged Access Management and Multi Factor Authentication. INFORMATION TECHNOLOGY Page 34 Item 5. Page 2 of 2 Budget Impact: Funding was approved and is available through the FY 2024 operating budget. Attached Documents: 1. SHI Government Solutions Contract Information Town Staff Recommendation: Town Staff recommends approval of an estimated total spend of $142,660 for various annual operational purchases for the Information Technology Department during FY 2024 from SHI Government Solutions, Inc. Proposed Motion: I move to approve an estimated total spend of $142,660 for various annual operational purchases for the Information Technology Department during FY 2024 from SHI Government Solutions, Inc. Page 35 Item 5. Page 36 Item 5. Page 37 Item 5. Page 38 Item 5. Page 1 of 2 To: Mayor and Town Council From: Leigh Johnson, Director of Information Technology Through: Mario Canizares, Town Manager Bob Scott, Deputy Town Manager Re: Purchase of Additional CAD/RMS Licenses Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and act upon approving the purchase of additional CAD/RMS licenses associated with new positions in the amount of $72,855 from ICS Public Safety and authorizing the Town Manager to execute documents for the same. Description of Agenda Item: On or about May 26, 2009, the Town Council approved Resolution No. 09-065 to execute a service agreement between the Town and Integrated Computer Systems, Inc. (ICS), for the purpose of providing computer-aided dispatch and record management systems, to provide effective and efficient dispatch services to residents. Since this time, the Town has added several more patrol units and apparatus. Additionally, ICS has been expanding the capabilities of the platform, adding new features and functionality. Due to the new approved positions budgeted in fiscal year 2024, the mobile data computer (MDC) fleet, the I.T. division is proposing additional licenses be added to the platform to accommodate these positions. This contract auto-renews on October 1st of each year upon payment of the invoice. This purchase falls within the definition of a procurement that is available from only one source (Chapter 252 of the Local Government Code) and is exempt from competitive bidding requirements. Integrated Computer Systems, Inc., is the sole manufacturer and provider of their specialized hardware and software products. Budget Impact: The amount of this purchase is $72,855.10. This is a budgeted item and $3,145 will be funded from account 100-5419-10-05 (IT Licenses) and $69,710.10 from 100-5419-20-01 (IT Licenses). Subsequent annual expenditures will be subject to appropriations granted in future fiscal years. Attached Documents: 1. Quote for 9 RMS and 11 MDC INFORMATION TECHNOLOGY Page 39 Item 6. Page 2 of 2 Town Staff Recommendation: Town staff recommends approval of the purchase of additional CAD/RMS licenses associated with new positions in the amount of $72,855 from ICS Public Safety and authorizing the Town Manager to execute documents for the same. Proposed Motion: I move to approve the purchase of additional CAD/RMS licenses associated with new positions in the amount of $72,855 from ICS Public Safety and authorizing the Town Manager to execute documents for the same. Page 40 Item 6. QUOTATIONIntegrated Computer Systems 7300 SH 121, Suite 470 McKinney, TX 75070 214-544-0022 Number:ICSQ2831 Date:Aug 13, 2024 adara.flowers@icspublicsafety.com Bill To Contact Prosper Police Dept.Prosper Police Dept.Asst. Chief Scott Brewer Leigh Johnson801 Safety Way Prosper, TX 75078 250 W FIRST ST Prosper, TX 75078 Scott_Brewer@prospertx.gov ljohnson@prospertx.gov Quote for 9 RMS and 11 MDC Expiration Date P.O. Number Requested Install Date Terms 11/13/2024 NET30 Product and Description Qty List $Disc Price Extended SAP3 11 3,700.00 3,145.00 34,595.00 6105.00MDC: Mobile Data Client Full-function, in-field, integrated call processing software (licensed by workstation) 10 850.00 850.00 8,500.00 3750.00MDC-MAP-NAV-SUB: Mobile Navigation Advanced mapping with navigation draws a route and provides turn-by-turn directions. See product details for prerequisites. 10 1,000.00 850.00 8,500.00 1500.00MDC-MAP-GPS-SUB: Mobile Advanced Mapping Advanced mapping with GPS plots active calls (using their exact latitude and longitude) and units (by their GPS/AVL device). See product details for prerequisites. 10 500.00 425.00 4,250.00 750.00MDC-NCIC: Mobile NCIC/TLETS Allows field units to process NCIC/TLETS requests. 10 200.00 170.00 1,700.00 300.00MDC-RAP: Mobile Racial Profiling Enter and verify racial profiling data on mobile devices. : 9 1,234.00 1,048.90 9,440.10 1665.90LRM: Law Records Management for Patrol Law Records Management for one Patrol Officer 9 250.00 212.50 1,912.50 342.00LAW-FI-SUB: Field Intelligence/BOLO Field Intelligence 3 650.00 552.50 1,657.50 450.00LAW-CASE-SUB: Case Management, Subsequent license Case Management : 5 195.00 195.00 975.00SVC-PM: Project Management Services (hourly rate) Project Management Services Upon approval by your agency, this document will become a purchase agreement by and between LICENSEE and Integrated Computer Systems Inc., located at 7300 SH 121, Suite 470, McKinney, Texas 75070, and is subject to all terms and conditions or user license agreements executed at an earlier date. 08/13/24 16:39:35 Page 41 Item 6. Product and Description Qty List $Disc Price Extended SAP3 5 265.00 265.00 1,325.00SVC-TECH-III: One Hour of Technical Services, Level III technician Sub-total 83,806.00Please contact me if I can be of further assistance. Less discount 10,950.90- Distribution 0.00 Total $72,855.10 Software Assurance Plan (SAP 3) per Yr $14,862.90 (Annual maintenance starts in Year 2) Signature or valid purchase order number Upon approval by your agency, this document will become a purchase agreement by and between LICENSEE and Integrated Computer Systems Inc., located at 7300 SH 121, Suite 470, McKinney, Texas 75070, and is subject to all terms and conditions or user license agreements executed at an earlier date. 08/13/24 16:39:35 Page 42 Item 6. Page 1 of 2 To: Mayor and Town Council From: David Hoover, AICP, Director of Development Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Animal Shelter & Control Services Town Council Meeting – August 27, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and act upon approval of Amendment Eighteen to the Interlocal Agreements between Collin County and the Town of Prosper for Animal Sheltering Services and Animal Control Services; and authorizing the Town Manager to execute the same. Description of Agenda Item: Collin County, the Town of Prosper, and several other municipalities (collectively referred to as "Parties") identified a need for an animal shelter in Collin County, for their mutual benefit. In 2006, the Parties entered into an Interlocal Agreement for the Facility Construction and Use of an Animal Shelter in Collin County. The shelter was constructed, and the Parties pay an annual fee to Collin County for the maintenance, operations, and use of the shelter. The Animal Sheltering Services provided by the County include, but are not limited to, receiving stray animals, caring for impounded animals, and coordinating adoptions and returns, when possible. Additionally, the Town of Prosper and Collin County entered into an Interlocal Agreement in 2006, authorizing Collin County to provide Animal Control Services for the Town of Prosper. The Animal Control Services provided by the County include, but are not limited to, vaccination of animals, reporting of human exposure to rabies, quarantining and testing of biting animals, reduction of the stray animal population, restraint of dangerous animals, prohibition of dogs running at large and of inhumane treatment of animals, and other related services; and to prescribe penalties for violation of such provisions in accordance with Chapters 822, 825, and 826 of the Texas Health & Safety Code, and Chapter 142 of the Agriculture Code. The initial term of the Agreements was one year, with automatic one-year renewal terms. These Amendments to the Agreements represent the Eighteenth renewal term for the period of October 1, 2024, to September 30, 2025, and the associated fees for services. Local governments are authorized by the Interagency Cooperation Act, V.T.C.A. Government Code, Title 7, Chapter 771, to agree or contract with another agency for the provision of necessary and authorized services and resources. The Town of Prosper and several other municipalities contract with Collin County for these services. DEVELOPMENT SERVICES Page 43 Item 7. Page 2 of 2 Budget Impact: The fee for Animal Sheltering Services for FY 2024-2025 is $111,238.00. The fees will be funded by Code Compliance Contracted Services (100-5480-40-02). The fee for Animal Control Services for FY 2024-2025 is $161,554.00. The fees will be funded by Code Compliance Contracted Services (100-5480-40-02). Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached documents as to form and legality. Attached Documents: 1. FY25 Animal Shelter Amendment 18 2. FY25 Animal Shelter Billing Worksheet 3. FY25 Animal Control Amendment 18 4. FY25 Animal Control Billing Worksheet 5. Official Call List January 2022 – July 2023 6. Partial List July 2023 – August 2024 Town Staff Recommendation: Town Staff recommends approval of Amendment Eighteen to the Interlocal Agreements between Collin County and the Town of Prosper for Animal Sheltering Services and Animal Control Services; and authorizing the Town Manager to execute the same. Proposed Motion: I move to approve/deny Amendment Eighteen to the Interlocal Agreements between Collin County and the Town of Prosper for Animal Sheltering Services and Animal Control Services; and authorize the Town Manager to execute the same. Page 44 Item 7. 1 Office of the Purchasing Agent Collin County Administration Building Contract Modification Document 2300 Bloomdale Rd, Ste 3160 McKinney, TX 75071 972-548-4165 Vendor:Contract No. Contract: Item #1 The agreement will be renewed for a period of one (1) year, beginning October 1, 2024, through and including September 30, 2025, at the rate below. Item #2 Total Amount for fiscal year 2025 Item #3 Force Majeure:  No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: acts of God; flood, fire or explosion; war, invasion, riot or other civil unrest; actions, embargoes or blockades in effect on or after the date of this Agreement; or national or regional emergency (each of the foregoing, a “Force Majeure Event”).  A party whose performance is affected by a Force Majeure Event shall give notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Amendment No. 18 has been accepted and authorized on by authority of the Collin County Commissioners Court by Court Order No.______________________, to be effective on October 1, 2024. ACCEPTED BY: SIGNATURE SIGNATURE Michelle Charnoski, NIGP-CPP, CPPB (Print Name)(Print Name) TITLE:TITLE: DATE: DATE: PURCHASING AGENT YOU ARE DIRECTED TO MAKE THE FOLLOWING MODIFICATION TO THIS CONTRACT Except as provided herein, all terms and conditions of the contract remain in full force and effect and may only be modified in writing signed by both parties. $111,238.00 Town of Prosper P.O. Box 307 Prosper, TX 75078 10100-09 Interlocal Agreement, Construction, Operation and Use of Animal Shelter Town of Prosper Page 45 Item 7. 2 Amendment No. 1 Court Order No.Summary One year Renewal, fees updated Amendment No. 2 Court Order No.Summary One year Renewal, fees updated Amendment No. 3 Court Order No.Summary One year Renewal, fees updated Amendment No. 4 Court Order No.Summary One year Renewal, fees updated Amendment No. 5 Court Order No.Summary One year Renewal, fees updated Amendment No. 6 Court Order No.Summary One year Renewal, fees updated Amendment No. 7 Court Order No.Summary One year Renewal, fees updated Amendment No. 8 Court Order No.Summary One year Renewal, fees updated Amendment No. 9 Court Order No.Summary One year Renewal, fees updated Amendment No. 10 Court Order No.Summary One year Renewal, fees updated Amendment No. 11 Court Order No.Summary One year Renewal, fees updated Amendment No. 12 Court Order No.Summary One year Renewal, fees updated Amendment No. 13 Court Order No.Summary Amendment to First Amended ILA Amendment No. 14 Court Order No.Summary One year Renewal, fees updated Amendment No. 15 Court Order No.Summary One year Renewal, fees updated Amendment No. 16 Court Order No.Summary One year Renewal, fees updated Amendment No. 17 Court Order No.Summary One year Renewal, fees updated Amendment No. 18 Court Order No.Summary One year Renewal, fees updated, Added Force Majeure 2017-871-10-23 2011-687-09-19 2019-881-10-07 2021-249-03-22 2021-1065-10-25 2022-1055-10-03 2023-1045-10-16 2014-013-01-06 2014-1003-12-15 2016-031-01-04 2017-044-01-23 2009-853-10-12 2019-020-01-07 2011-019-01-10 2013-069-01-28 2006-891-09-26Awarded by Court Order No. HISTORICAL INFORMATION 2008-048-01-22 2008-895-10-14 Page 46 Item 7. % of Charges FY25 Budgeted M&O and Per. FY25 Capital Contribution** FY25 Total Cost before Adjust. Less FY23 Fees Collected Less Adjustments for FY23 Budget vs. Actual FY25 Total Billed Building Expansion FY25 Total Billed w/ Building Expansion Anna 3.58%61,667$ 2,148$ 63,815$ 1,631$ 1,884$ 60,300$ 8,322$ 68,622$ Celina 5.23%90,154$ 3,140$ 93,293$ 2,384$ 2,754$ 88,155$ 12,166$ 100,321$ Fairview 1.64%28,188$ 982$ 29,169$ 745$ 861$ 27,563$ 3,804$ 31,367$ Farmersville 0.64%11,036$ 384$ 11,421$ 292$ 337$ 10,792$ 1,489$ 12,281$ Frisco 33.62%579,281$ 20,174$ 599,455$ 15,320$ 17,698$ 566,437$ 78,173$ 644,610$ McKinney 31.32%539,527$ 18,789$ 558,316$ 14,269$ 16,483$ 527,564$ 72,809$ 600,373$ Melissa 3.04%52,399$ 1,825$ 54,224$ 1,386$ 1,601$ 51,237$ 7,071$ 58,309$ Princeton 4.02%69,270$ 2,412$ 71,683$ 1,832$ 2,116$ 67,734$ 9,348$ 77,082$ Prosper 5.80%99,965$ 3,481$ 103,446$ 2,644$ 3,054$ 97,748$ 13,490$ 111,238$ Collin County 11.11%191,387$ 6,665$ 198,053$ 5,062$ 5,847$ 187,144$ 25,828$ 212,971$ TOTAL 100% 1,722,875$ 60,000$ 1,782,875$ 45,566$ 52,636$ 1,684,674$ 232,500$ 1,917,174$ Total Billed:1,754,995$ FY23 Billed:1,249,175$ Smaller Entities:32,120$ FY23 Actual:1,232,024$ TOTAL for Original: 1,722,875$ FY23 Difference: 17,151$ Diff w/ Cap Return 52,636$ FY25 Budgeted M&O and Per. FY25 Capital Contribution** FY25 Total Cost before Adjust. Less FY23 Fees Collected Less Adjustments for FY23 Budget vs. Actual FY25 Total Billed Lavon 3,100$ 3,100$ Lucas 14,970$ 14,970$ Nevada 1,550$ 1,550$ Weston 2,500$ 2,500$ Blue Meadow MUD No. 1 2,000$ 2,000$ North Collin County MUD No. 1 2,000$ 2,000$ Van Alstyne MUD No. 3 2,000$ 2,000$ Magnolia Pointe MUD No. 1 2,000$ 2,000$ Van Alstyne MUD No. 2 2,000$ 2,000$ TOTAL 32,120$ 32,120$ Grand Total: 1,949,294$ Grand Total is the total billed amount for the larger and smaller entities combined. Adjust for FY23 Budget vs. ActualFY25 Billing Breakout FY 2025 Animal Shelter Billing Worksheet Larger Entities / Original Entities Smaller Entities / Added Later In FY 2023, $24,514.57 was spent of the $60,000 Capital Contribution. The unused funds totaling $35,485.43 are reflected in the FY23 adjustments. Page 47 Item 7. 1 Office of the Purchasing Agent Collin County Administration Building Contract Modification Document 2300 Bloomdale Rd, Ste 3160 McKinney, TX 75071 972-548-4165 Vendor:Contract No. Contract: Item #1 The agreement will be renewed for a period of one (1) year, beginning October 1, 2024, through and including September 30, 2025, at the rate below. Item #2 Total Amount for fiscal year 2025: Item #3 Force Majeure:  No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: acts of God; flood, fire or explosion; war, invasion, riot or other civil unrest; actions, embargoes or blockades in effect on or after the date of this Agreement; or national or regional emergency (each of the foregoing, a “Force Majeure Event”).  A party whose performance is affected by a Force Majeure Event shall give notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Amendment No. 18 has been accepted and authorized on by authority of the Collin County Commissioners Court by Court Order No.______________________, to be effective on October 1, 2024. ACCEPTED BY: SIGNATURE SIGNATURE Michelle Charnoski, NIGP-CPP, CPPB (Print Name)(Print Name) TITLE:TITLE: DATE: DATE: Town of Prosper P.O. Box 307 Prosper, TX 75078 10110-09 Interlocal Agreement, Animal Control Services Town of Prosper PURCHASING AGENT YOU ARE DIRECTED TO MAKE THE FOLLOWING MODIFICATION TO THIS CONTRACT Except as provided herein, all terms and conditions of the contract remain in full force and effect and may only be modified in writing signed by both parties. $161,554.00 Page 48 Item 7. 2 Amendment No. 1 Court Order No.Summary One year Renewal, fees updated Amendment No. 2 Court Order No.Summary One year Renewal, fees updated Amendment No. 3 Court Order No.Summary One year Renewal, fees updated Amendment No. 4 Court Order No.Summary One year Renewal, fees updated Amendment No. 5 Court Order No.Summary One year Renewal, fees updated Amendment No. 6 Court Order No.Summary One year Renewal, fees updated Amendment No. 7 Court Order No.Summary One year Renewal, fees updated Amendment No. 8 Court Order No.Summary One year Renewal, fees updated Amendment No. 9 Court Order No.Summary One year Renewal, fees updated Amendment No. 10 Court Order No.Summary One year Renewal, fees updated Amendment No. 11 Court Order No.Summary One year Renewal, fees updated Amendment No. 12 Court Order No.Summary One year Renewal, fees updated Amendment No. 13 Court Order No.Summary One year Renewal, fees updated Amendment No. 14 Court Order No.Summary One year Renewal, fees updated Amendment No. 15 Court Order No.Summary One year Renewal, fees updated Amendment No. 16 Court Order No.Summary One year Renewal, fees updated Amendment No. 17 Court Order No.Summary One year Renewal, fees updated Amendment No. 18 Court Order No.Summary One year Renewal, fees updated, Added Force Majeure 2011-018-01-10 2011-684-09-19 2013-017-01-07 2006-879-09-26Awarded by Court Order No. HISTORICAL INFORMATION 2008-047-01-22 2008-894-10-14 2009-852-10-12 2014-012-01-06 2014-1004-12-15 2016-030-01-04 2017-043-01-23 2017-870-10-23 2019-016-01-07 2019-893-10-07 2021-248-03-22 2021-1064-10-25 2022-1052-10-03 2023-1044-10-16 Page 49 Item 7. % of Charges FY25 Budgeted M&O and Per. FY25 Capital Contribution** FY25 Total Cost before Adjust. Less Smaller Entities Less Adjustments for FY23 Budget vs. Actual FY25 Total Billed Anna 10.40% 95,358$ 2,080$ 97,438$ 3,770$ (5,994)$ 99,661$ Celina 15.20% 139,407$ 3,040$ 142,447$ 5,512$ (8,762)$ 145,698$ Fairview 4.75% 43,588$ 951$ 44,538$ 1,723$ (2,740)$ 45,555$ Melissa 8.84% 81,026$ 1,767$ 82,793$ 3,203$ (5,093)$ 84,683$ Princeton 11.68% 107,114$ 2,336$ 109,450$ 4,235$ (6,733)$ 111,948$ Prosper 16.86% 154,578$ 3,371$ 157,950$ 6,111$ (9,716)$ 161,554$ Collin County 32.27%295,947$ 6,455$ 302,402$ 11,700$ (18,601)$ 309,303$ Totals 100% 917,019$ 20,000$ 937,019$ 36,255$ (57,638)$ 958,402$ Total Billed:917,019$ FY23 Billed 622,719$ Smaller Entities:36,255$ FY23 Actual 680,357$ Total +/- back 880,764$ Total +/- back (57,638)$ FY25 Budgeted M&O and Per. FY25 Capital Contribution** FY25 Total Cost before Adjust. Less Smaller Entities Less Adjustments for FY23 Budget vs. Actual FY25 Total Billed Lavon 3,150$ 3,150$ Lucas 19,030$ 19,030$ Nevada 1,575$ 1,575$ Weston 2,500$ 2,500$ Blue Meadow MUD No. 1 2,000$ 2,000$ North Collin County MUD No. 1 2,000$ 2,000$ Van Alstyne MUD No. 3 2,000$ 2,000$ Magnolia Pointe MUD No. 1 2,000$ 2,000$ Van Alstyne MUD No. 2 2,000$ 2,000$ 36,255$ 36,255$ Grand Total: 994,657$ Grand Total is the total billed amount for the larger and smaller entities combined. FY 2025 Animal Control Billing Worksheet Larger Entities / Original Entities **Yearly Capital Charge Covers Any/All Equipment Replacement Costs Total cost before adjustments is calculated by taking the adopted operating budget for the upcoming year and adding $20,000 for Capital Contribuitons. To get the total billed amount subtract the flat contract amounts for the smaller entities and entities added at a later time and subtract out the adjustments from the last closed fiscal year to true up the expeditures. See below the adjustment calculation. Smaller Entities / Added Later Adjust. for FY23 Budget vs. ActualFY25 Billing Breakout Page 50 Item 7. January - July, 2023 RC/LM Need Dispatched Found "lost" Pet Dispatch Call Log RC/can't LM south Lost pet Prosper Dispatches CCSO Priority North Found Pets Call #City Code Rec'd Dispatched Officer Comments 1 Prosper 10-17 Jan Killgo, Ashlynn 3 stray skinny pits, 469-989-8909 is holding the dogs 2 Prosper 10-45 jan SCHED NXT DAY raccoon behind her house, next to brick wall on Wells Rd 3 Prosper 10-45 jan NOT DISPATCH'D dead rabbit in her yard 4 Prosper 10-17 jan Saunders, Amanda large white dog 5 Prosper 10-6 jan Killgo, Ashlynn dog 6 Prosper 10-45 jan Killgo, Ashlynn coyote, on side of road 7 Prosper 10-45 jan NOT OUR CALL cat 8 Prosper 10-45 jan NOT DISPATCH'D pig, in the median 9 Prosper 10-0 jan NOT DISPATCH'D neighbor has an aggressive dog that tries to get through its fence to attack her two dogs. 10 Prosper 10-16 jan NOT DISPATCH'D brindle pittie RAL 11 Prosper 10-0 jan NOT DISPATCH'D her dog died overnight, what to do? 12 Prosper 10-2 jan NOT DISPATCH'D red tail hawk hit a window, not moving. Believes it's dead. Will call emergency # later if he sees movement. 13 Prosper 10-0 jan NOT DISPATCH'D 1 yr old dog needs spayed, 14 Prosper 10-0 jan NOT DISPATCH'D if she catches two cats, can she bring to us? Fee? 15 Prosper 10-1 jan NOT DISPATCH'D Benjamin Torres, 09-05-2019, bit in left eye after pulling on dogs tail, Nancy Comacho: 972-821-1118 16 10-16 jan NOT DISPATCH'D chocolate lab RAL 17 Prosper 10-0 jan NOT OUR CALL beaver problem 18 Prosper 10-2 jan NOT DISPATCH'D injured cat, chunk of face taken out 19 Prosper 10-0 jan NOT DISPATCH'D coyotes in the area.probably dumpster diving. What can be done? 20 Prosper 10-19 jan NOT DISPATCH'D gray cat 21 Prosper jan NOT DISPATCH'D has baby skunks in her backyard, between fences, 22 Prosper jan NOT DISPATCH'D squirrels in his attic, do we have any traps to loan? 23 Prosper jan SCHED NXT DAY reporting dog bite, 24 Prosper 10-16 jan NOT DISPATCH'D 2 coyotes, scared, wants us to go save them 25 Prosper 10-0 feb NOT DISPATCH'D needs to register her dog 26 Prosper 10-1 feb NOT DISPATCH'D has a bite report from care now, needs our fax number 27 Prosper feb NOT DISPATCH'D coyotes in her yard 28 Prosper 10-16 feb NOT DISPATCH'D 2 dogs 29 Prosper feb Killgo, Ashlynn brown dog, aggessive, won't let RP out of house 30 Prosper feb Dubon, Jose 2 AGG dogs, officer on scene/CFS 23002712 31 Prosper 10-16 feb Dubon, Jose gray & white dog, for about a week, collar, 32 Prosper 10-0 feb NOT DISPATCH'D returning a call and a notice. 33 Prosper 10-16 feb Killgo, Ashlynn gray/white dog, hanging around. On the porch, thinks owner has moved. 34 Prosper 10-1 feb Saunders, Amanda large brindle dog, attacked him, has skin laceration 35 Prosper 10-1 feb Saunders, Amanda thinks light gray brindle cane corso dog lives at 303 e broadway 36 Prosper 10-11 feb Saunders, Amanda skunk behind admin bldg 37 Prosper feb NOT DISPATCH'D skunks under his house 38 Prosper 10-2 feb bird stuck in walmart parking lot tree 39 Prosper 10-45 feb NOT DISPATCH'D dead duck in his pool, egg in nest, 40 Prosper 10-16 feb gray pitbull at her porch today, left front paw is injured. Owners let her RAL 41 Prosper 10-45 feb NOT DISPATCH'D dog died, will we pick it up? 42 Prosper 10-16 feb Killgo, Ashlynn 2 large dogs, RAL 43 Prosper 10-15 feb Saunders, Amanda 2 long horns that are not being properly cared for 44 Prosper 10-15 feb Tracy, Andrew 45 Prosper feb NOT DISPATCH'D missing kangaroo - prosper 46 Prosper feb NOT DISPATCH'D loose cow, reported to mckinney ACO 47 Prosper 10-0 feb NOT DISPATCH'D rabbit either has babies or is injured. 48 Prosper 10-45 feb NOT DISPATCH'D skunk on the side of the road 49 Prosper 10-16 feb NOT DISPATCH'D aggressive large dog, RAL, brindle, RP doesn't see the dog anymore. 50 Prosper 10-16 feb Saunders, Amanda blue pit w blue collar loose, aggressive. Tried to bite pedestrian 51 Prosper 10-16 feb 1227 Chandler: RAL Pitbull went after Randy's (PR) dog.1205 Chandler: RAL Great Danes are never secured PR states they are always running around Page 51 Item 7. 52 Prosper 10-0 feb NOT OUR CALL RP has issue w/ many beavers taken out their inventory (this is a Tree & Landscaping service). PR was ref'd to TP&W & DFW WC. 53 Prosper 10-17 mar NOT DISPATCH'D small brown poodle, will bring to us 54 Prosper 10-45 mar Dubon, Jose dog in the street 55 Prosper 10-1 mar Dubon, Jose owner/victim dog scratch, 316-727 56 Prosper 10-45 mar SCHED NXT DAY dead dog in box by mailbox at the street 57 Prosper 10-45 mar Dubon, Jose Deceased dog, in box by mailbox 58 Prosper 10-1 mar Dubon, Jose Dog attack to human, PD enroute 59 Prosper 10-16 mar Tracy, Andrew dog RAL 60 Prosper 10-0 mar NOT DISPATCH'D cat in the attic Prosper 10-0 mar Tracy, Andrew seize dog Prosper 10-0 mar NOT DISPATCH'D beaver action in their canal, what to do? Prosper 10-0 mar NOT OUR CALL barking dog Prosper 10-16 mar Dubon, Jose Stray dog, dark tan pitbull Prosper mar SCHED NXT DAY dog attack Prosper 10-16 mar NOT DISPATCH'D Found dog/Celina Animal Hospital # tag; LVM @ 0904am; 1238; 1642 Prosper 10-45 mar rabbit on the street Prosper 10-45 mar coyote Prosper 10-0 mar NOT DISPATCH'D ducks trying to nest under playground equipment Prosper 10-0 mar NOT DISPATCH'D snakes in her front yard Prosper 10-0 mar NOT DISPATCH'D 24 cubit foot fridge to donate. waltandsue@gmail.com, near 380 and preston Prosper 10-0 mar NOT DISPATCH'D jennifer bogan 972-322-3777, thinks a squirrel has rabies. Prosper 10-16 mar NOT DISPATCH'D dog RAL, golden ret. 10-17 mar Dubon, Jose dog being held by prosper PD Prosper 10-15 mar SCHED NXT DAY dog tied up in the backyard, short Prosper 10-0 mar Dubon, Jose 2 cows said to be stuck in mud Prosper 10-17 mar Saunders, Amanda (3) pups dumped @ school Prosper 10-0 mar NOT DISPATCH'D bird nested in the eave of his front door Prosper 10-45 mar NOT DISPATCH'D re the rabbit, still there Prosper 10-16 mar SCHED NXT DAY loose dog, keeps running away from people. We'll need to set up a trap on Sunday, not Saturday (lots of people will be there on Saturday). Prosper 10-0 mar SCHED NXT DAY blk/white med dog, RAL and is aggressive. Lives at this address Prosper 10-0 mar Killgo, Ashlynn blk/white med dog, RAL and is aggressive. Lives at this address Prosper 10-45 mar Killgo, Ashlynn wants us to remove a dead rabbit before he comes back to his job as a school crossing guard at 3:30 PM. He also wants a return phone call, as our recording says. Prosper 10-16 mar dog Prosper 10-45 mar Dubon, Jose Rabbit was hit and killed Prosper 10-0 mar NOT DISPATCH'D Watching neighbors dog, got lost Prosper 10-16 mar SCHED NXT DAY RP looks to be a Cane Corso mix RAL; non aggressive Prosper 10-11 mar SCHED NXT DAY Bird not leaving her entry area; LVM @1254 Prosper 10-2 apr Saunders, Amanda duck stuck, laying on its side. See the Anju person for exact location at apartment complex Prosper 10-2 apr Saunders, Amanda bird stuck in her entry way Prosper apr NOT DISPATCH'D 2 puppies that were dumped Prosper apr NOT DISPATCH'D dog resides in prosper, home QT/INC 23-204 / LVM apr NOT OUR CALL deceased dog Prosper 10-1 apr Dubon, Jose Dog bite, owner's address: 620 Sondra Cir Prosper 10-45 apr Repeat Call dead cat Prosper 10-2 apr Dubon, Jose cat HBC, injured Prosper 10-1 apr Dubon, Jose Home QT needed for Boston Terrier/Owner: Helen Franger Prosper apr Repeat Call cat HBC, still alive Prosper 10-0 apr NOT DISPATCH'D saw something black in her walls, wants us to come look and bring our camera. Prosper apr NOT DISPATCH'D momma duck in distress Prosper 10-0 apr NOT DISPATCH'D dead animal under his house, also digging around his house. Prosper 10-17 apr NOT DISPATCH'D found mangy dog, skinny, can't find owner, can she bring to us? Prosper 10-17 apr NOT DISPATCH'D found mangy dog, skinny, can't find owner, can she bring to us? Prosper 10-16 apr SCHED NXT DAY GS RAL in Windsong Ranch, near creekside area. Mailbox not set up @ 0859am Prosper 10-16 apr SCHED NXT DAY Hurt, older GSD Page 52 Item 7. Prosper 10-6 apr Saunders, Amanda Older GS RAL is now showing aggression; ofc assist due to loc near school. Prosper 10-0 apr NOT DISPATCH'D snake seen outside, will we come find it, and remove? Prosper 10-2 apr NOT DISPATCH'D small bird on the ground, RP is worried it is injured. Prosper 10-2 apr Killgo, Ashlynn duck inside the playground, under the rope bridge, RP says duck is injured and cannot walk. Instead she drags herself. Has ducklings. Prosper 10-1 apr NOT DISPATCH'D bite in plano, 23-204, dog lives in prosper, 3526 preston hills circle, Prosper 10-16 apr NOT DISPATCH'D med sized stray dogs, Prosper 10-0 apr Killgo, Ashlynn rabbit, caught in his garage on a sticky pad. Prosper 10-0 apr NOT DISPATCH'D momma duck w ducklings in her pool Prosper 10-0 apr NOT DISPATCH'D rabbit nest Prosper 10-2 apr Dubon, Jose rabbit in soccer net, injured Prosper 10-1 apr Dubon, Jose vet was bitten by cat, cat may live in Aubrey. See the office manager, Jennifer, for details. Prosper 10-45 apr NOT DISPATCH'D found a dead animal in his front yard, it was gutted, do we want to do an investigation? Prosper 10-1 apr Saunders, Amanda Owner of dog: Lindsey Arnold (405) 213-5159 Victim was a 9 yo boy wh was messing with the dog at sleepover and got bit CFS: 23069538 Prosper 10-0 apr Tracy, Andrew aggressive dog Prosper 10-16 apr NOT DISPATCH'D 2 dogs Ral Prosper 10-16 apr NOT DISPATCH'D feral cat, acting bad Prosper 10-16 may NOT DISPATCH'D large grey pittie, says we are incompetent Prosper 10-45 may NOT DISPATCH'D duck in the park Prosper may bird just flew into his window. Prosper 10-0 may SCHED NXT DAY speak with owner of grey pitbull that gets out and is very aggressive, chasing joggers. Prosper 10-1 may Dubon, Jose cat, owner/victim Prosper 10-0 may NOT DISPATCH'D bird stuck in her vent Prosper 10-16 may Loose pitbull RP: Jason hill (214) 585-8140 Prosper 10-16 may Dubon, Jose Stray pit RAL the neighborhood Prosper 10-16 may Repeat Call Stary pit RAL Prosper 10-16 may Repeat Call Stray pit mix RAL in neighborhood Prosper 10-0 may NOT DISPATCH'D large snake in her backyard Prosper 10-2 may NOT DISPATCH'D bird Prosper 10-0 may NOT DISPATCH'D needs bird nests removed Prosper 10-16 may Saunders, Amanda small dog RAL Prosper 10-45 may Saunders, Amanda cat, stray in her front yard, s side of house Prosper 10-45 may Dubon, Jose rabbit Prosper may victim was bitten by a dog on this street, Prosper may NOT DISPATCH'D bobcat, hanging around, can we relocate it? Prosper 10-0 may NOT DISPATCH'D coyote sighting Prosper 10-2 may Saunders, Amanda coyote at the side of her house, under the jeep Prosper 10-0 may Vulture laid an egg in RP's backyard and is acting very protective Prosper 10-1 may Person was biten by stray; caller's accent so thick, very hard to understand most of msg. TH to fax bite info. Prosper 10-0 may NOT DISPATCH'D coyote sightings Prosper 10-0 may NOT DISPATCH'D large snake in driveway Prosper 10-0 may NOT DISPATCH'D bobcat eating her ducks, wants us to trap the cat. Prosper 10-0 may NOT DISPATCH'D duck has eggs near his pool, what can we do? Prosper 10-0 may NOT DISPATCH'D large bobcat Prosper 10-17 may NOT DISPATCH'D Stray neutered beagle (owner has since been found) Prosper 10-16 may Howard, Carleigh 2 dogs RAL one smaller one larger Prosper may NOT DISPATCH'D found bunnies Prosper 10-0 may NOT DISPATCH'D found two baby bunnies in backyard, unknown where mom is Prosper may NOT DISPATCH'D Mama duck stuck inside pool, babies on other side (Unable to leave VM as mailbox is full) Prosper 10-0 may NOT DISPATCH'D Found multiple baby bunnies; Ref'd to TPW & DFWC for rehab if mother doesn't come back for them. Prosper may NOT DISPATCH'D large brindle dog, why don't we do anything? Wants us to do our jobs. Says we won't do anything until there's a damn murder. Prosper 10-2 may duck Prosper 10-2 may injured baby duck, back leg is messed up Prosper 10-15 may Saunders, Amanda 3 dogs, thinks they aren't being cared for. No water/food Prosper 10-0 may Saunders, Amanda large grey pitbull was RAL last night, chased a woman, PD got involved, dog not found. Page 53 Item 7. Prosper 10-0 may NOT DISPATCH'D wants a call back, how many people does this dog have to bite/attack before we do anything? Prosper 10-16 may Tracy, Andrew large tortoise Prosper 10-0 jun Dubon, Jose Snake in garage RP: Timothy (626) 353-8217 CFS#23097069 Prosper jun NOT DISPATCH'D armadillas under ramp - number not in service Prosper 10-0 jun NOT DISPATCH'D inquiring on bee removal Prosper jun NOT DISPATCH'D stray dog, attacked her dog, large brindle, choke chain, dog has survived. 7th and Parvin (rp), walking on church street, large brindle dog w choke chain, mostly gray w stripes, thinks the chest was same color. Large jowls, Prosper 10-45 jun foster dog is out dead, what to do about the body? Prosper jun NOT DISPATCH'D stray dog, attacked her dog, large brindle, choke chain, dog has survived. 7th and Parvin (rp), walking on church street, large brindle dog w choke chain, mostly gray w stripes, thinks the chest was same color. Large jowls, Prosper 10-1 jun Howard, Carleigh set up home qt for mck 10-1 jun NOT DISPATCH'D victim: annabelle cunning, 3 yrs old, Mom is Jacinda 479-831- 9163, not their dog, belongs to a relative, Owner is Eloise 479- 719-0744 Prosper 10-15 jun SCHED NXT DAY saw animal abuse happening, crying, saw a man beating a dog, Prosper 10-16 jun Dubon, Jose Stray dog staying on her property for 2 days Prosper 10-1 jun Dubon, Jose RP called regarding information she HEARD (did NOT witness) of neighbor's dog which is deemed aggressive towards other animals Prosper 10-2 jun Dubon, Jose injured bunny, cannot use back legs Prosper jun NOT DISPATCH'D snake in drain under ice machine Prosper jun SCHED NXT DAY snake in store, ellia electric in prosper Prosper 10-0 jun NOT DISPATCH'D numerous sighting of bobcats, worried of someone or a pet getting hurt OR someone shooting it Prosper 10-2 jun NOT DISPATCH'D crow hit her window, still alive Prosper 10-45 jun NOT DISPATCH'D dead bird in her backyard Prosper jun small white dog gets out all the time. Worried the dog will get HBC Prosper 10-1 jun was door tagged, child bitten Prosper 10-45 jun NOT DISPATCH'D bird in her backyard Prosper 10-0 jun Repeat Call when are we coming? Prosper 10-45 jun NOT DISPATCH'D cat in the pond Prosper 10-15 jun Dubon, Jose 2 dogs in one cage in garage, or allowed to RAL, Prosper 10-0 jun NOT DISPATCH'D raccoon destroying her yard Prosper 10-0 jun NOT DISPATCH'D shed w vultures wants to get the birds out Prosper 10-16 jun NOT DISPATCH'D kittens in the storm drain Prosper 10-2 jun Tracy, Andrew bird on her driveway, can't fly, broken wing Prosper 10-0 jun NOT DISPATCH'D baby bunny Prosper 10-19 jun NOT DISPATCH'D chipped, brown/blk tabby Prosper 10-0 jun NOT DISPATCH'D raccoon issue, 4 raccoons are on a third floor patio. RP will check to see if they are still there and call us back. Prosper 10-15 jun NOT DISPATCH'D dog kept in garage, at apartments, not much muscle Prosper 10-16 jun NOT DISPATCH'D Stray kittens living in sewer well Prosper 10-2 jun Killgo, Ashlynn Injured goose unable to fly and difficulty walking Prosper 10-1 jun Killgo, Ashlynn Prosper 10-0 jun Retutning call in a 24hr DT notice from a Bite Notice Prosper 10-0 jun Bobcat on porch needs to know how to get rid off. Prosper 10-15 jun thinks brown dog is being abused. Prosper 10-1 jun Howard, Carleigh owner: cindy beasley 702-817-0360, dog is named Beazer, Basset Hound. Victim: paige schultz, 600 timber ridge, 951- 316-2277, 951-818-4450. today around 7:30 AM. Right hand. Prosper 10-1 jun Howard, Carleigh owner/victim: 2814 spring creek trail, 6-25-2023. sandra ganschow 817-733-2779. Prosper 10-45 jun his cat was found dead in prosper, wants us to pick it up. They are out of town. Prosper jun SCHED NXT DAY available tomorrow from 2 - 4 Prosper 10-16 jun NOT DISPATCH'D 2 stray dogs, blk labs, RAL Prosper jun was given a 24 hour notice, Prosper 10-0 jun NOT DISPATCH'D momma raccoon w babies in his ceiling Prosper 10-45 jun Howard, Carleigh two dead animals Prosper 10-16 jun DISREGARDED 3 strays RAL in neighborhood Prosper 10-1 jun SCHED NXT DAY Set up home QT 702-817-0360 and 214-551-3135. Prosper July dead, half eaten cat Page 54 Item 7. Prosper 10-1 July Dubon, Jose Dog Bite- Victim: Ethan Roy (7yr) DOB 6/14/2016 sustained punctures to left arm and right leg. Victim was riding bike around Jameson Park at Winsong Ranch when dog ran out, charged and began chasing and nipping at victim's bike. Dog was described as an adult, yellow/goldenish lab male Owner: John Butcher can be reached at 214-415-9787 (LVM with both guardian and owner) Prosper 10-1 July NOT DISPATCH'D has questions about the dog that bit his son 10-15 July horse, skinny Prosper 10-0 July NOT DISPATCH'D dog that has attacked his dog Prosper 10-0 July NOT DISPATCH'D Duck in pool for the last 24 hrs and wants it moved Prosper 10-21 July NOT DISPATCH'D Wants to surrender dog Prosper 10-0 July NOT DISPATCH'D Wants us to pick up ducklings Prosper 10-21 July NOT DISPATCH'D RP wanted CCAS to p/u (OS) her 2 dogs (that she took in as strays) AS HER OWN. LVM @ 0913 provided CCAS email address & asked to call back if she wanted to make appt in Nov. -RN Prosper 10-0 July NOT DISPATCH'D Spoke w/ RP; She req that we p/u the dogs that she took in about a month ago and "put them down"; explained again appt for OS; she refused, Advised veterinarian services. -RN Prosper 10-15 July Howard, Carleigh dog down the street, small contained area. #2525 gate code Prosper 10-17 July Dubon, Jose large dog in his backyard, Prosper 10-0 July NOT DISPATCH'D wants to know about smoke, will he be redeemed? Prosper 10-15 July Killgo, Ashlynn Dog left outside in heat all day no shelter; not sure about food and water (is a gated community; the code is #0122) Prosper 10-11 July Killgo, Ashlynn 2 birds trapped in interior entry way of home Prosper 10-17 July Repeat Call Her 3 dogs are at CCAS; she will try to redeem 7/17 or 7/18 Prosper 10-0 July DISREGARDED Unincorporated County Property 10-0 Other Anna 10-1 Bite SCHED NXT DAY 10-2 Inj Animal NOT OUR CALL Celina 10-5 School NOT DISPATCH'D Fairview 10-6 OFF Assist DISREGARDED Lavon 10-11 Trapped Davis, Danny Lucas 10-15 Welfare Tracy, Andrew Magnolia 10-16 Stray Weiss, Chris Melissa 10-17 Held Dubon, Jose Nevada 10-19 Lost Pet Davis, Lauren Princeton 10-21 O/S Killgo, Ashlynn Prosper 10-45 Dead An Weston Howard, Carleigh NOT OURS Repeat Call MISC. Res/Adopt FWD to MCK FWD to Frisco FWD to Kim 10-0=other 10-1=Bite Animal 10-2=Injured Animal 10-5=Animal on School Grounds 10-4=OK or Yes 10-7=arrive at call 10-8=leaving call 10-9=Repeat 10- 10-16=Loose Stray animal 10-17=Held/Confined stray animal 10-19=Lost Pet 10-21=Animal to Surrender 10-45=Dead Animal Page 55 Item 7. AnimalUID Species Breed 1 Sex Intake Intake Reason Disposit Disposit Reason 1009069 Dog Labrador Retriever U Stray Impound Stray - Had Been Running At Large Euthanize Temperament 1009077 Dog Labrador Retriever M Stray Impound Stray - Had Been Running At Large Adoption 1009084 Dog Labrador Retriever M Stray Impound Stray - Had Been Running At Large Euthanize Behavior 1006551 Dog Great Pyrenees M Stray Impound Cruelty Complaint Ownership Change 1019470 Skunk Unknown U Wildlife Impound Trapped Euthanize Rabies Vector 1014117 Cat DSH M Stray Impound Stray - Had Been Running At Large Adoption 1014715 Skunk Unknown U Wildlife Impound Trapped Euthanize Rabies Vector 1015920 Cat DSH M Stray Impound Stray - Had Been Held By Public Ownership Change 1019317 Dog American Bulldog M Owner Relinquish Aggressive To People Euthanize Behavior 1019342 Dog Yorkshire Terrier M Stray Impound Stray - Had Been Held By Public Redemption 1020374 Cat DMH F Stray Impound Illness Or Injury Euthanize Illness 1020428 Duck Unknown U Wildlife Impound Abandoned Ownership Change 1020431 Duck Unknown U Wildlife Impound Abandoned Ownership Change 1020667 Dog Border Collie F Stray Impound Stray - Had Been Running At Large Euthanize Behavior 1021680 Rabbit Unknown M Stray Impound Illness Or Injury Euthanize Injury 1021858 Dog American Staffordshire Terrier F Stray Impound Stray - Had Been Held By Public Adoption 1022115 Dog Golden Retriever M Stray Impound Stray - Had Been Running At Large Ownership Change 1022175 Cat DSH M Stray Impound Stray - Had Been Held By Public Adoption 1022839 Dog Terrier F Stray Impound Abandoned Ownership Change 1022842 Dog Terrier F Stray Impound Abandoned Ownership Change 1022846 Dog Terrier M Stray Impound Abandoned Ownership Change 1023145 Dog German Shepherd Dog F Stray Impound Stray - Had Been Running At Large Adoption 1024915 Dog German Shepherd Dog M Stray Impound Biting Redemption 1025098 Dog Lhasa Apso U Stray Impound Stray - Had Been Held By Public Redemption 1025854 Dog Labrador Retriever F Stray Impound Stray - Had Been Running At Large Redemption 1025857 Dog Labrador Retriever M Stray Impound Stray - Had Been Running At Large Redemption 1026118 Dog German Shepherd Dog M Stray Impound Stray - Had Been Running At Large Redemption 1026430 Dog Labrador Retriever M Stray Impound Abandoned Adoption 1027076 Rabbit Unknown U Stray Impound Illness Or Injury Euthanize Injury 1029883 Dog Chihuahua F Stray Impound Stray - Had Been Running At Large Redemption 1029930 Dog American Staffordshire Terrier M Stray Impound Stray - Had Been Running At Large Euthanize Behavior 1029947 Cat Tabby M Stray Impound Stray - Had Been Held By Public 1029955 Cat DSH F Stray Impound Stray - Had Been Held By Public 1030695 Dog Staffordshire Bull Terrier F Stray Impound Biting Redemption 1033396 Coyote Unknown M Wildlife Impound Illness Or Injury Euthanize Injury 1031511 Guinea Pig Unknown U Stray Impound Stray - Had Been Held By Public Adoption 1031514 Guinea Pig Unknown U Stray Impound Stray - Had Been Held By Public Adoption 1032207 Dog Vizsla F Stray Impound Stray - Had Been Running At Large Redemption Page 56 Item 7. 1034007 Dog Poodle, Standard F Stray Impound Stray - Had Been Held By Public 1034368 Dog Dachshund F Stray Impound Abandoned 1034372 Dog American Staffordshire Terrier F Stray Impound Abandoned 1037146 Dog American Staffordshire Terrier F Stray Impound Stray - Had Been Running At Large Adoption 1039592 Cat Tabby U Stray Impound Stray - Had Been Held By Public Euthanize Illness 1039598 Cat Tabby U Stray Impound Stray - Had Been Held By Public DIC (died in cage/care) 1039830 Cat Tabby M Stray Impound Stray - Had Been Held By Public Euthanize Illness 1040259 Cat Calico F Stray Impound Trapped Euthanize Behavior 1040262 Cat Tabby U Stray Impound Trapped Euthanize Behavior 1040265 Cat Tabby U Stray Impound Trapped Euthanize Behavior 1040272 Cat Siamese U Stray Impound Trapped Euthanize Behavior 1040337 Dog Terrier M Stray Impound Stray - Had Been Held By Public Adoption 1041115 Cat DSH F Stray Impound Stray - Had Been Held By Public Ownership Change 1041524 Skunk Unknown U Wildlife Impound Trapped Euthanize Rabies Vector 1042390 Dog Golden Retriever M Owner Relinquish Rabies Quarantine Euthanize Behavior 1043036 Dog American Bulldog M Code Impound Rabies Quarantine Redemption 1043343 Dog Labrador Retriever F Stray Impound Stray - Had Been Held By Public Redemption 824515 Dog Shep Mix F Stray Impound Cruelty Complaint Euthanize Behavior 1046893 Dog Labrador Retriever M Code Impound Rabies Quarantine Euthanize Behavior 1054734 Cat Tabby, patch U Stray Impound Stray - Had Been Held By Public Ownership Change 1054979 Cat Tabby U Stray Impound Stray - Had Been Held By Public Redemption 1060591 Skunk Unknown U Wildlife Impound Trapped Euthanize Rabies Vector 1062683 Dog Terrier F Stray Impound Stray - Had Been Running At Large Ownership Change 1063866 Rabbit Unknown U Stray Impound Stray - Had Been Held By Public DIC (died in cage/care) 1064232 Dog Poodle, Standard M Stray Impound Other Redemption 1065466 Dog German Shepherd Dog F Stray Impound Stray - Had Been Held By Public Euthanize Behavior 1066860 Cat DSH M Stray Impound Stray - Had Been Held By Public Adoption 1067803 Dog German Shepherd Dog F Stray Impound Stray - Had Been Running At Large Euthanize Behavior 1068302 Skunk Unknown U Wildlife Impound Trapped Euthanize Rabies Vector 1069791 Dog Poodle, Standard M Stray Impound Stray - Had Been Held By Public Redemption 1070154 Cat DSH M Stray Impound Rabies Quarantine Euthanize Behavior 1070711 Cat DSH M Stray Impound Stray - Had Been Held By Public Adoption 1073262 Cat DMH F Stray Impound Stray - Had Been Running At Large Ownership Change 1073489 Dog Australian Shepherd M Stray Impound Stray - Had Been Held By Public Adoption 1078633 Dog Australian Shepherd F Stray Impound Stray - Had Been Held By Public Ownership Change 1078705 Dog American Staffordshire Terrier M Stray Impound Stray - Had Been Held By Public 1079093 Cat Calico F Stray Impound Stray - Had Been Held By Public Adoption 1082498 Bird Hawk U Wildlife Impound Illness Or Injury Ownership Change 1084550 Cat DSH F Stray Impound Stray - Had Been Held By Public Adoption Page 57 Item 7. 1084882 Cat DSH M Stray Impound Stray - Had Been Running At Large Ownership Change 1085772 Cat DLH F Stray Impound Stray - Had Been Held By Public Ownership Change 1086568 Dog Boxer M Stray Impound Stray - Had Been Running At Large Redemption 1089349 Cat DSH F Stray Impound Stray - Had Been Held By Public Ownership Change 1089353 Cat DSH F Stray Impound Stray - Had Been Held By Public Ownership Change 1089356 Cat DSH M Stray Impound Stray - Had Been Held By Public Ownership Change 1090146 Dog Labrador Retriever M Stray Impound Stray - Had Been Held By Public Adoption 1090152 Dog Labrador Retriever F Stray Impound Stray - Had Been Held By Public Adoption 1090158 Dog Labrador Retriever M Stray Impound Stray - Had Been Held By Public Adoption 1090165 Dog Labrador Retriever M Stray Impound Stray - Had Been Held By Public Adoption 1090174 Dog Labrador Retriever F Stray Impound Stray - Had Been Held By Public Adoption 1090181 Dog Labrador Retriever F Stray Impound Stray - Had Been Held By Public Adoption 1090628 Dog Labrador Retriever F Stray Impound Stray - Had Been Running At Large Adoption 1094417 Cat Siamese U Stray Impound Illness Or Injury Euthanize Rabies Vector 1093446 Dog Poodle, Miniature M Stray Impound Stray - Had Been Running At Large Redemption 1096284 Skunk Unknown U Wildlife Impound Illness Or Injury Euthanize Rabies Vector 1096306 Skunk Unknown U Wildlife Impound Illness Or Injury Euthanize Rabies Vector 1096320 Skunk Unknown U Wildlife Impound Illness Or Injury Euthanize Rabies Vector 1096348 Skunk Unknown U Wildlife Impound Illness Or Injury Euthanize Rabies Vector 1096586 Dog Husky M Stray Impound Cruelty Complaint Redemption 1098050 Dog Unknown U Stray Impound Trapped 1098038 Raccoon Unknown U Wildlife Impound Trapped 1097592 Dog Husky M Stray Impound Stray - Had Been Running At Large Euthanize Illness 1098063 Skunk Unknown U Wildlife Impound Trapped Euthanize Rabies Vector 404519 Dog Pitbull F Stray Impound Stray - Had Been Running At Large Euthanize Behavior 1100364 Rabbit Unknown U Stray Impound Stray - Had Been Running At Large 1100388 Raccoon Unknown U Wildlife Impound Illness Or Injury Euthanize Rabies Vector 1099874 Cat Tabby U Stray Impound Trapped Euthanize Behavior 1102130 Cat DSH M Stray Impound Stray - Had Been Running At Large Ownership Change 1102133 Cat DSH M Stray Impound Stray - Had Been Running At Large Ownership Change 1102136 Cat DSH M Stray Impound Stray - Had Been Running At Large Ownership Change 1102908 Dog American Bulldog F Stray Impound Stray - Had Been Running At Large Adoption 1104133 Bird Dove U Wildlife Impound Illness Or Injury 1105253 Cat DSH F Stray Impound Stray - Had Been Held By Public Euthanize Behavior 1106704 Raccoon Unknown U Wildlife Impound Illness Or Injury Euthanize Rabies Vector 1108362 Dog Terrier F Stray Impound Stray - Had Been Running At Large Ownership Change 1110574 Bird Dove U Wildlife Impound Illness Or Injury Euthanize Illness 1110578 Bird Dove U Wildlife Impound Illness Or Injury Euthanize Illness 1110581 Bird Dove U Wildlife Impound Illness Or Injury Euthanize Illness Page 58 Item 7. 1110823 Dog Poodle, Standard M Stray Impound Stray - Had Been Running At Large Ownership Change 1111198 Cat DSH U Stray Impound Stray - Had Been Held By Public Euthanize Behavior 1111907 Cat DSH F Stray Impound Stray - Had Been Running At Large Euthanize Illness 1123772 Coyote Unknown F Wildlife Impound Illness Or Injury Euthanize Illness 1114026 Coyote Unknown U Wildlife Impound Illness Or Injury 1115268 Cat DSH M Stray Impound Stray - Had Been Running At Large Adoption 1123797 Cat DSH U Stray Impound Dead On Arrival DOA 1119895 Dog Maltese F Code Impound Biting Redemption 1120036 Cat DSH U Code Impound Rabies Quarantine Euthanize Behavior 1122007 Cat DSH U Stray Impound Stray - Had Been Held By Public Euthanize Illness 1123505 Dog American Staffordshire Terrier M Stray Impound Stray - Had Been Held By Public Adoption 1125933 Skunk Unknown U Wildlife Impound Illness Or Injury Euthanize Rabies Vector 1127098 Cat DSH M Stray Impound Stray - Had Been Held By Public Adoption 1127114 Cat DSH M Stray Impound Stray - Had Been Held By Public Adoption 1127143 Cat DSH M Stray Impound Stray - Had Been Held By Public Adoption 1127146 Cat DSH F Stray Impound Stray - Had Been Held By Public Adoption 1128268 Cat DSH U Stray Impound Stray - Had Been Held By Public Euthanize Behavior 1128754 Rabbit Wild U Wildlife Impound Cruelty Complaint Euthanize Injury Page 59 Item 7. Page 1 of 2 To: Mayor and Town Council From: Pete Anaya, P.E., Assistant Director of Engineering – Capital Projects Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Hulon T. Webb, Jr., P.E., Director of Engineering Services Re: Professional Engineering Services Agreement: Prosper Trail (Coit-Custer) – 2 WB Lanes Town Council Meeting –August 27, 2024 Strategic Visioning Priority: 1. Acceleration of Infrastructure Agenda Item: Consider and act upon authorizing the Town Manager to execute a Professional Engineering Services Agreement between Halff Associates, Inc., and the Town of Prosper, Texas, related to the design of the Prosper Trail (Coit-Custer) – 2 WB Lanes project for $763,000.00. Description of Agenda Item: The services associated with this agreement are for the design of Prosper Trail (Coit-Custer) – 2 WB Lanes project. The design involves improvements for the construction of approximately 9,600 linear feet of the 2 WB lanes of Prosper Trail from approximately 800’ east of Coit Road to Custer Road. It will include the full reconstruction of pavement and bridge replacement at Wilson Creek crossing. The new pavement section will be a four-lane concrete divided roadway, 4LD Minor Thoroughfare. The proposed bridge replacement will include 8’ sidewalks with traffic railing separation and pedestrian rail. The project includes roadway and drainage design, waterline design, pavement markings and signage, erosion control, and traffic control/phasing At the October 24, 2023, Town Council meeting, the Town Council approved a list of qualified engineering firms, which included services for roadway engineering design. Halff Associates, Inc., is included on the approved list. Halff Associates, Inc., has successfully completed the design of multiple roadway projects for the Town of Prosper. Budget Impact: The cost for the design is $763,000.00. A total of $900,000.00 is budgeted in Account No.750- 5410-10-00-2326-ST. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached documents as to form and legality. ENGINEERING SERVICES Page 60 Item 8. Page 2 of 2 Attached Documents: 1. Professional Engineering Services Agreement 2. Location Map Town Staff Recommendation: Town staff recommends that the Town Council authorize the Town Manager to execute a Professional Engineering Services Agreement between Halff Associates, Inc., and the Town of Prosper, Texas, related to the design of the Prosper Trail (Coit-Custer) – 2 WB Lanes project for $763,000.00. Proposed Motion: I move to authorize the Town Manager to execute a Professional Engineering Services Agreement between Halff Associates, Inc., and the Town of Prosper, Texas, related to the design of the Prosper Trail (Coit-Custer) – 2 WB Lanes project for $763,000.00. Page 61 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 1 OF 15 PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND HALFF ASSOCIATES, INC. FOR THE PROSPER TRAIL (COIT TO CUSTER) - 2 WB LANES PROJECT NO. 2326-ST This Agreement for Professional Engineering Services, hereinafter called “Agreement,” is entered into by the Town of Prosper, Texas, a municipal corporation, duly authorized to act by the Town Council of said Town, hereinafter called “Town,” and Halff Associates, Inc., a company authorized to do business in Texas, acting through a duly authorized officer, hereinafter called “Consultant,” relative to Consultant providing professional engineering services to Town. Town and Consultant when mentioned individually shall be referred to as a “Party,” and collectively shall be referred to as the “Parties.” W I T N E S S E T H: WHEREAS, Town desires to obtain professional engineering services in connection with the Prosper Trail (Coit to Custer) – 2 WB Lanes, Project No. 2326-ST, hereinafter called “Project”; For the mutual promises and benefits herein described, Town and Consultant agree as follows: 1. Term of Agreement. This Agreement shall become effective on the date of its execution by both Parties, and shall continue in effect thereafter until terminated as provided herein. 2. Services to be Performed by Consultant. The Parties agree that Consultant shall perform such services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care and skill ordinarily exercised under similar circumstances by competent members of their profession and in accordance with Section 271.904(d), Texas Local Government Code. In case of conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all Parties to this Agreement. 3. Prompt Performance by Consultant. Consultant shall perform all duties and services and make all decisions called for hereunder promptly and without unreasonable delay as is necessary to cause Consultant’s services hereunder to be timely and properly performed. Notwithstanding the foregoin g, Consultant agrees to use diligent efforts to perform the services described herein and further defined in any specific task orders, in a manner consistent with these task orders; however, the Town understands and agrees that Consultant is retained to perform a professional service and such services must be bound, first and foremost, by the principles of sound professional judgment and reasonable diligence. 4. Compensation of Consultant. Town agrees to pay to Consultant for satisfactory completion of all services included in this Agreement a total fee of Seven Hundred Sixty-Three Thousand Dollars ($763,000.00) for the Project as set forth and described in Exhibit B - Compensation Schedule and incorporated herein as if written word for word. Lump sum fees shall be billed monthly based on the percentage of completion. Hourly not to exceed fees shall be billed monthly based on hours of work that have been completed. Direct Costs for expenses such as mileage, copies, scans, sub-consultants, and similar costs are included in fees and shall be billed as completed. Consultant agrees to submit statements to Town for professional services no more than once per month. These statements will be based upon Consultant's actual services performed and reimbursable expenses incurred, Page 62 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 2 OF 15 if any, and Town shall endeavor to make prompt payments. Each statement submitted by Consultant to Town shall be reasonably itemized to show the amount of work performed during that period. If Town fails to pay Consultant within sixty (60) calendar days of the receipt of Consultant's invoice, Consultant may, after giving ten (10) days written notice to Town, suspend professional services until paid. Nothing contained in this Agreement shall require Town to pay for any work that is unsatisfactory as reasonably determined by Town or which is not submitted in compliance with the terms of this Agreement. The Scope of Services shall be strictly limited. Town shall not be required to pay any amount in excess of the original proposed amount unless Town shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. 5. Town’s Obligations. Town agrees that it will (i) designate a specific person as Town’s representative, (ii) provide Consultant with any previous studies, reports, data, budget constraints, special Town requirements, or other pertinent information known to Town, when necessitated by a project, (iii) when needed, assist Consultant in obtaining access to properties necessary for performance of Consultant’s work for Town, (iv) make prompt payments in response to Consultant’s statements and (v) respond in a timely fashion to requests from Consultant. Consultant is entitled to rely upon and use, without independent verification and with out liability, all information and services provided by Town or Town’s representatives. 6. Ownership and Reuse of Documents. Upon completion of Consultant’s services and receipt of payment in full therefore, Consultant agrees to provide Town with copies of all materials and documents prepared or assembled by Consultant under this Agreement and that Town may use them without C onsultant's permission for any purpose relating to the Project. Any reuse of the documents not relating to the Project shall be at Town's risk. Consultant may retain in its files copies of all reports, drawings, specifications and all other pertinent inf ormation for the work it performs for Town. 7. Town Objection to Personnel. If at any time after entering into this Agreement, Town has any reasonable objection to any of Consultant’s personnel, or any personnel, professionals and/or subconsultants retained by Consultant, Consultant shall promptly propose substitutes to whom Town has no reasonable objection, and Consultant’s compensation shall be equitably adjusted to reflect any difference in Consultant’s costs occasioned by such substitution. 8. Insurance. Consultant shall, at its own expense, purchase, maintain and keep in force throughout the duration of this Agreement applicable insurance policies as described in Exhibit C – Insurance Requirements and incorporated herein as if written word for word. Consultant shall submit to Town proof of such insurance prior to commencing any work for Town. 9. Indemnification. CONSULTANT DOES HEREBY COVENANT AND AGREE TO , INDEMNIFY AND HOLD HARMLESS TOWN AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST LIABILITY, CLAIMS, SUITS, DEMANDS AND/OR CAUSES OF ACTION, (INCLUDING, BUT NOT LIMITED TO, REIMBURSEMENT OF REASONABLE ATTORNEY’S FEES AND COSTS OF LITIGATION) IN PROPORTION OF CONSULTANT’S LIABILITY, WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSONS BUT ONLY TO THE EXTENT CAUSED BY THE NEGLIGENT ACT, ERROR OR OMISSION OF CONSULTANT, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, OR OTHER PERSONS FOR WHOM CONSULTANT IS LEGALLY LIABLE WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT. Page 63 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 3 OF 15 IN THE EVENT THAT TOWN AND CONSULTANT ARE CONCURRENTLY NEGLIGENT, THE PARTIES AGREE THAT ALL LIABILITY SHALL BE CALCULATED ON A COMPARATIVE BASIS OF FAULT AND RESPONSIBILITY AND THAT NEITHER PARTY SHALL BE REQUIRED TO DEFEND OR INDEMNIFY THE OTHER PARTY FOR THAT PARTY’S NEGLIGENT OR INTENTIONAL ACTS, ERRORS OR OMISSIONS. 10. Notices. Any notices to be given hereunder by either Party to the other may be affected either by personal delivery, in writing, or by registered or certified mail to the following addresses: Halff Associates, Inc. Dennis Satre 1201 N. Bowser Rd. Richardson, TX 75081 dsatre@halff.com Town of Prosper Mario Canizares, Town Manager PO Box 307 Prosper, TX 75078 mcanizares@prospertx.gov 11. Termination. The obligation to provide further services under this Agreement may be terminated by either Party in writing upon thirty (30) calendar days notice. In the event of termination by Town, Consultant shall be entitled to payment for services rendered through receipt of the termination notice. 12. Sole Parties and Entire Agreement. This Agreement shall not create any rights or benefits to anyone except Town and Consultant, and contains the entire agreement between the Parties. Oral modifications to this Agreement shall have no force or effect and this Agreement may be modified only as set forth in Section 2. 13. Assignment and Delegation. Neither Town nor Consultant may assign its rights or delegate its duties without the written consent of the other Party. This Agreement is binding on Town and Consultant to the extent permitted by law. Nothing herein is to be construed as creating any personal liability on the part of any Town officer, employee or agent. Similarly, in no event shall Consultant's individual employees, consultants, agents, officers, or directors be subject to any personal legal exposure or liability for disputes arising out of or in connection with this Agreement. 14. Texas Law to Apply; Successors; Construction. This Agreement shall be construed under and in accordance with the laws of the State of Texas. It shall be binding upon, and inure to the benefit of, the Parties hereto and their representatives, successors and assigns. Should any provisions in this A greement later be held invalid, illegal or unenforceable, they shall be deemed void, and this Agreement shall be construed as if such provision had never been contained herein. 15. Conflict of Interest. Consultant agrees that it is aware of the prohibited interest requirement of the Town Charter, which is repeated in Exhibit D - Conflict of Interest Affidavit and incorporated herein as if written word for word, and will abide by the same. Further, a lawful representative of Consultant shall execute the Affidavit included in the exhibit. Consultant understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement voida ble. Consultant agrees that it is further aware of the vendor disclosure requirements set forth in Chapter 176, Local Government Code, as amended, and will abide by the same. In this connection, a lawful representative of Consultant shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit E - Conflict of Interest Questionnaire and incorporated herein as if written word for word. 16. Venue. The Parties herein agree that this Agreement shall be enforceable in Prosper, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Collin County, Texas. Page 64 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 4 OF 15 17. Mediation. In the event of any disagreement or conflict concerning the interpretation of this Agreement, and such disagreement cannot be resolved by the signatories hereto, the signatories agree to submit such disagreement to non-binding mediation. 18. Prevailing Party. In the event a Party initiates or defends any legal action or proceeding to enforce or interpret any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable costs and attorney’s fees (including its reasonable costs and attorney’s fees on any appeal). 19. “Anti-Israel Boycott” Provision. In accordance with Chapter 2270, Texas Government Code, a Texas governmental entity may not enter into a contract with a company for the provision of goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Chapter 2270 does not apply to a (1) a company that is a sole proprietorship; (2) a company that has fewer than ten (10) full-time employees; or (3) a contract that has a value of less than One Hundred Thousand Dollars ($100,000.00). Unless the company is not subject to Chapter 2270 for the reasons stated herein, the signatory executing this Agreement on behalf of the company verifies by its signature to this Agreement that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 20. IRAN, SUDAN AND FOREIGN TERRORIST ORGANIZATIONS. If § 2252.153 of the Texas Government Code is applicable to this Contract, by signing below Consultant does hereby represent, verify and warrant that (i) it does not engage in business with Iran, Sudan or any foreign terrorist organization and (ii) it is not listed by the Texas Comptroller under § 2252.153, Texas Government Code, as a company known to have contr acts with or provide supplies or services to a “foreign terrorist organization” as defined in § 2252.151 of the Texas Government Code. 21. PROHIBITION ON CONTRACTS WITH CERTAIN COMPANIES PROVISION. In accordance with Section 2252.152 of the Texas Government Code, the Parties covenant and agree that Consultant is not on a list maintained by the State Comptroller’s Office prepared and maintained pursuant to Section 2252.153 of the Texas Government Code. 22. Signatories. Town warrants and represents that the individual executing this Agreement on behalf of Town has full authority to execute this Agreement and bind Town to the same. Consultant warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Consultant to same. Page 65 Item 8. Page 66 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 6 OF 15 EXHIBIT A SCOPE OF SERVICES PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN TOWN OF PROSPER, TEXAS, AND HALFF ASSOCIATES, INC. PROSPER TRAIL (COIT TO CUSTER) – 2 WB LANES (PROJECT NO. 2326-ST) I. PROJECT DESCRIPTION Prosper Trail – Coit Road to Custer Road The project involves improvements for the construction of approximately 9,600 linear feet of the WB lanes of Prosper Trail from approximately 800’ east of Coit Road to Custer Road including the full reconstruction of pavement and bridge replacement for 1,500 linear feet at the Wilson Creek crossing. The completed pavement section will be a 4- lane concrete divided roadway, 4LD Minor Thoroughfare per the Town of Prosper Thoroughfare Plan (November 2022). The proposed bridge replacement at Wilson Creek will include 8’ sidewalks with traffic railing separation and metal tubing pedestrian rail to match recent Prosper arterial bridge design projects . Other project improvements include new concrete and/or asphalt paving for driveway/cross street adjustments, drainage, Town standard street lighting, pavement markings, signing, erosion control, traffic control , water line relocation (4,500 LF), sanitary sewer force main relocation (1,500 LF), median landscape plantings per Town standard scheme and irrigation. Geotechnical recommendations for bridge foundation design will be based on the existing report prepared for same by ECS dated September 13, 2017, project 19-7109. Project services shall also include survey for design and ROW/easement document preparation, subsurface utility investigations and hydraulic modeling for Wilson Creek to confirm clearance to bridge low chord elevation. II. TASK SUMMARY Task 1 –50% Construction Plans (Preliminary). • Design Survey of the proposed roadway corridor consisting of a topographic survey of disturbed areas north of the previous EB lane construction, setting permanent control, locating existing property monumentation, establishing existing north ROW line and adjacent property boundaries, and field locations of all surface utility appurtenances. • Preparation of construction plan set using the WB design information previously performed by Halff and EB construction record drawing information with the following elements:  Cover Sheet  Index  Project Layout  Typical Sections  Construction Phasing Sequence  Removals  Paving Plan/Profile including sidewalk  Bridge Layout and Sections  Drainage Area Map and Calculations  Drainage Plan  Drainage Profiles (proposed trunk and outfalls)  Water and Wastewater FM horizontal alignment plan  Signing and Marking Layout  Earthwork Cross Sections Page 67 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 7 OF 15 • Engineer’s Opinion of Probable Construction • Franchise Utility Location Map – Review available utility as-built information based on Town provided permits and record plans. Update existing electronic files to reflect approximate locations of buried utilities. Task 2 – 90% Construction Plans (Pre-Final). • Pre-Final Construction Plans addressing the Town’s comments from the 50% Preliminary Plan Submittal, including updated design of the elements submitted in Task1 and the following additional detailed design elements:  General Notes  Grading Plans  Misc Paving Details  Bridge Substructure and Superstructure Design Details  Traffic Control Layout and Phasing  Drainage Lateral Profiles  Drainage Details  Erosion Control Layout  Waterline Plan/Profile and Details  Wastewater FM Plan/Profile and Details  Illumination Layout and Details  Planting and Hardscape Layout and Details  Irrigation Layout and Details  Standard Drawings and Details  Paving Plan/Profile including sidewalk  Bridge Layout and Sections • Wilson Creek Hydrology/Hydraulics memorandum. • Updated Engineer’s Opinion of Probable Cost. Task 3 – 100% Construction Plans (Bid Set). • Signed and sealed construction documents addressing the Town’s comments from the 90% submittal. • Construction Contract and Specifications based on Town provided standard template documents. • Preparation of Construction Plans and Construction Contracts and Specifications in electronic format for Town of Prosper to advertise and distribution through the Town’s e-bidding site. • Submittal to ADA/TDLR and addressing comments as required. • Final Engineer’s Opinion of Probable Cost. Task 4 – Right of Way Documents • Prepare Easement Documents and Legal Descriptions including up to 12 permanent ROW/easement parcel documents and 8 temporary construction easements from up to 10 parent tracts. Task 5 – Utility Coordination and Quality Level A SUE • Prepare utility conflict matrix for coordination purposes. Assist Town with utility relocation coordination with franchise utility owners. • Provide up to 50’ (cumulative) of vertical depth Level A SUE (Potholing) as specifically requested by Town. Page 68 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 8 OF 15 Task 6 – Construction Phase • Attend Pre-Construction Conference including agenda preparation and minutes • Assist Town in the review of shop drawings and submittals for conformance with plan and specification requirements. • Respond to project RFI’s and change orders as requested by the Town including site visits as necessary. • Prepare record drawing plan set from Contractor provided information and update electronic base file information. III. ADDITIONAL SERVICES Any items requested that are not outlined in the above scope will be considered additional services and will be provided as requested and authorized by Town of Prosper for additional fee. Halff Associates Inc. can provide the following services; however, they are not included in the limited scope of this agreement: • Submittal, Review, Platting, and Permitting Fees or othe r Fees associated with adjacent commercial and/or residential development. • Franchise utility infrastructure design. • Retaining wall, screen wall and special ROW fencing design. • Illumination photometric analysis. • Legal descriptions for vacation of utility easements and/or ROW. • Right-of-Way appraisal and acquisition services. • Construction Phase Engineering support and Inspection services. • Construction Material Testing services. • Post-construction TDLR inspection. • CLOMR/LOMR studies and/or applications and field survey for as-built verification. • Updated Wilson Creek watershed hydrology modeling. • Detailed Waters of the United States Delineations. • USACE Pre-Construction Notification (PCN) and Individual Section 404 Permitting. • Preparation of Construction related SWPPP, NOI, NOT, etc. • Construction surveying layout and staking. • Hazardous material site assessment. • Items not specifically included in the Scope of Services. Page 69 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 9 OF 15 IV. DELIVERABLES Deliverables are for each project part. Task Deliverables Task 1 – 50% Construction Plans • Two (2) Sets of 11” x 17” Construction plans • ROW Strip Map delineating proposed parcel takes for Review • PDF copies of all deliverables Task 2 – 90% Construction Plans • Two (2) Sets of 11” x 17” Construction plans • Two (2) Sets of draft Construction Contract Documents and Specifications for review. • One (1) copy Wilson Creek Hydraulics Memo • PDF copies of all deliverables Task 3 – 100% Construction Plans • Two (2) Sets of 11" x 17" construction plans for review and update prior to bidding • Two (2) Sets of Construction Contract Documents and Specifications for review and update prior to bidding • PDF copies of all deliverables Task 4 – Right of Way Documents • Legal Descriptions and Parcel Exhibits – ➢ up to 12 for permanent ROW/Easements ➢ up to 8 for Temporary Construction Easements Task 5 – Quality Level A SUE • One (1) electronic copy of the SUE locating report and depth information for Level A locates. • PDF copy of received utility records. Task 6 – Construction Phase • One (1) Set of 11" x 17" Record Drawings. • PDF copy of Record Drawings. • Update CADD files for design including GIS file format as required by Town. Page 70 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 10 OF 15 EXHIBIT B COMPENSATION SCHEDULE PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN TOWN OF PROSPER, TEXAS, AND HALFF ASSOCIATES, INC. PROSPER TRAIL (COIT TO CUSTER) – 2 WB LANES (PROJECT NO. 2326-ST) I. COMPENSATION SCHEDULE – PROSPER TRAIL Task Completion Schedule Compensation Schedule Notice-to-Proceed – P.O. October 1, 2024 Project Management and Coordination $31,723.00 Task 1 – 50% Construction Plans January 25, 2025 $250,225.00 Task 2 – 90% Construction Plans July 5, 2025 $300,988.00 Task 3 – 100% Construction Plans September 21, 2025 $58,364.00 Task 4 – Right of Way Documents April 24, 2025 $48,529.00 Task 5 – Utility Coordination and Level A SUE October 2025 $35,045.00 Task 6 – Construction Phase September 2027 $38,126.00 Total Compensation $763,000.00 Note: Schedule dates are dependent on notice to proceed date as shown and Town review time of not more than 4 weeks for each progress submittal of the construction plans. Page 71 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 11 OF 15 II. COMPENSATION SUMMARY – PROSPER TRAIL Basic Services (Lump Sum) Amount Project Management and Coordination $31,723.00 Task 1 – 50% Construction Plans $250,225.00 Task 2 – 90% Construction Plans $300,988.00 Task 3 – 100% Construction Plans $58,364.00 Total Basic Services: $641,300.00 Special Services (Hourly Not-to-Exceed) Amount Task 4 – Right of Way Documents $48,529.00 Task 5 – Utility Coordination and Level A SUE $35,045.00 Task 6 – Construction Phase $38,126.00 Total Special Services: $121,700.00 Page 72 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 12 OF 15 EXHIBIT C INSURANCE REQUIREMENTS Service provider shall procure and maintain for the duration of the contract, insurance against claims for injuries to person s or damages to property which may arise from or in connection with the performance of the work hereunder by the vendor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the service provider. A certificate of insurance meeting all requirements and provisions outlined herein shall be provided to the Town prior to any services being performed or rendered. Renewal certificates shall also be supplied upon expiration. A. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. ISO Form Number GL 00 01 (or similar form) covering Commercial General Liability. “Occurrence” form only, “claims made” forms are unacceptable, except for professional liability. 2. Workers Compensation insurance as required by the Labor Code of the State of Texas, including Employers’ Liability Insurance. 3. Automobile Liability as required by the State of Texas, covering all owned, hired, or non -owned vehicles. Automobile Liability is only required if vehicle(s) will be used under this contract. 4. Professional Liability, also known as Errors and Omissions coverage. B. MINIMUM LIMITS OF INSURANCE Service Provider shall maintain throughout contract limits not less than: 1. Commercial General Liability: $500,000 per occurrence /$1,000,000 in the aggregate for third party bodily injury, personal injury and property damage. Policy will include coverage for: a. Premises / Operations b. Broad Form Contractual Liability c. Products and Completed Operations d. Personal Injury e. Broad Form Property Damage 2. Workers Compensation and Employer’s Liability: Workers Compensation limits as required by the Labor Code of the State of Texas and Statutory Employer’s Liability minimum limits of $100,000 each accident, $300,000 Disease- Policy Limit, and $100,000 Disease- Each Employee. 3. Automobile Liability: $500,000 Combined Single Limit. Limits can only be reduced if approved by the Town. Automobile liability shall apply to all owned, hired, and non-owned autos. 4. Professional Liability aka Errors and Omissions: $500,000 per occurrence and in the aggregate. C. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductible or self-insured retentions in excess of $350,000 must be declared to and approved by the Town. Page 73 Item 8. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 13 OF 15 D. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain the following provisions: 1. General Liability and Automobile Liability Coverages a. The Town, its officers, officials, employees, boards and commissions and volunteers are to be added as “Additional Insured’s” relative to liability arising out of activities performed by or on behalf of the provider, products and completed operations of the provider, premises owned, occupied or used by the provider. The coverage shall contain no special limitations on the scope of protection afforded to the Town, its officers, officials, employees or volunteers. b. The provider’s insurance coverage shall be primary insurance in respects to the Town, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Town, its officers, officials, employees or volunteers shall be in excess of the provider’s insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the Town, its officers, officials, employees, boards and commissions or volunteers. d. The provider’s insurance shall apply separately to each insured against whom the claim is made or suit is brought, except to the insured’s limits of liability. 2. Workers Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subrogation against the Town, its officers, officials, employees and volunteers for losses arising from work performed by the provider for the Town. 3. All Coverages: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled or non-renewed by either party, reduced in coverage or in limits except after 30 days written notice to the Town for all occurrences, except 10 days written notice to the Town for non-payment. 4. Professional Liability and / or Errors and Omissions: “Claims made” policy is acceptable coverage, which must be maintained during the course of the project, and up to two (2) years after completion and acceptance of the project by the Town. E. ACCEPTABILITY OF INSURERS The Town prefers that Insurance be placed with insurers with an A.M. Best’s rating of no less than A- VI, or better. F. VERIFICATION OF COVERAGE Service Provider shall provide the Town with certificates of insurance indicating the coverages required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of insurance similar to the ACORD Form are acceptable. Town will not accept Memorandums of Insurance or Binders as proof of insurance. The Town reserves the right to require complete, certified copies of all required insurance policies at any time. Certificate holder to be listed as follows: Town of Prosper P.O. Box 307 Prosper, TX 75078 Page 74 Item 8. Page 75 Item 8. Page 76 Item 8. Prosper Trail Improvement Project Coit Road to Custer Road (2 WB Lanes) Gentle Creek Country Club Coit Road Custer Road Prosper Trail Page 77 Item 8. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Engineering Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Wastewater Line Reimbursement Agreement Town Council Meeting – August 27, 2024 Strategic Visioning Priority: 1. Acceleration of Infrastructure Agenda Item: Consider and act upon authorizing the Town Manager to execute a Wastewater Line Construction Costs Reimbursement Agreement between H-E-B, LP, and the Town of Prosper, Texas, related to the construction of a portion of the Upper Doe Branch Wastewater Line on the H-E-B property for $186,996. Description of Agenda Item: The Town is currently under design for the Upper Doe Branch Wastewater Line project that will construct a major wastewater line from east of Teel Parkway to the PISD Stadium lift station. With the construction of the H-E-B, it is crucial that a section of the wastewater line be installed with their project to avoid future disruption. The Wastewater Line Construction Costs Reimbursement Agreement outlines the Town’s obligations to reimburse H-E-B, LP, upon the approval and acceptance of the construction of the wastewater line on the H-E-B property. Budget Impact: The estimated cost for the construction is $186,996 and will be funded from the Upper Doe Branch Wastewater Line (Teel – PISD Stadium) project Account No. 760-6610-10-00-2152-WW. The construction budget for the project includes $4,050,000 approved in the FY2024 Capital Budget and an additional $3,000,000 to be approved in FY2025. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the agreement as to form and legality. Attachments: 1. Wastewater Line Construction Costs Reimbursement Agreement 2. Location Map ENGINEERING SERVICES Page 78 Item 9. Page 2 of 2 Town Staff Recommendation: Town Staff recommends that the Town Council authorize the Town Manager to execute a Wastewater Line Construction Costs Reimbursement Agreement between H-E-B, LP, and the Town of Prosper, Texas, related to the construction of a portion of the Upper Doe Branch Wastewater Line on the H-E-B property for $186,996. Proposed Motion: I move to authorize the Town Manager to execute a Wastewater Line Construction Costs Reimbursement Agreement between H-E-B, LP, and the Town of Prosper, Texas, related to the construction of a portion of the Upper Doe Branch Wastewater Line on the H-E-B property for $186,996. Page 79 Item 9.  Y  Y :$67(:$7(5/,1(&216758&7,21&26765(,0%856(0(17$*5((0(17 +(%  7+,6 6$1,7$5< 6(:(5 &216758&7,21 &2676 5(,0%856(0(17 $*5((0(17 ³$JUHHPHQW´ LVPDGHDQGHQWHUHGLQWRWKLVBBBGD\RIBBBBBBBBBBBBB  ³(IIHFWLYH'DWH´ E\DQGEHWZHHQWKH7RZQRI3URVSHU7H[DV ³3URVSHU´RUWKH ³7RZQ´ DQG+(%/3D7H[DVOLPLWHGSDUWQHUVKLS ³'HYHORSHU´ LQGLYLGXDOO\UHIHUUHG WRDVD³3DUW\´DQGFROOHFWLYHO\UHIHUUHGWRDVWKH³3DUWLHV´ :,71(66(7+ :+(5($6DOWKRXJK'HYHORSHULVFRQVWUXFWLQJDZDVWHZDWHUOLQHRQLWVSURSHUW\ WKH³3URSHUW\´ GHSLFWHGRQ([KLELW$WRVHUYHLWVGHYHORSPHQW'HYHORSHUKDVDJUHHG WRFRQVWUXFWDW7RZQ¶VFRVWDSDUDOOHOZDVWHZDWHUOLQHRQLWV3URSHUW\IRUWKH7RZQ¶VDQG WKH'HYHORSHU¶VXVH ³3URMHFW´ DQGDQ\UHIHUHQFHWRWKH³3URMHFW´LQWKLV$JUHHPHQW UHODWHVRQO\WRWKDWFRQVWUXFWLRQE\'HYHORSHURIWKHSDUDOOHOZDVWHZDWHUOLQHIRUWKH 7RZQ¶VDQGWKH'HYHORSHU¶VXVHDVSURYLGHGKHUHLQDQG  :+(5($6WKHZDVWHZDWHUOLQHWKH'HYHORSHULVFRQVWUXFWLQJRQLWVSURSHUW\WR VHUYHLWVGHYHORSPHQWWKDWZLOOFRQQHFWWRWKHSDUDOOHOZDVWHZDWHUOLQHRQWKH3URSHUW\LV DWWDFKHGDV([KLELW%LQFRUSRUDWHGE\UHIHUHQFHDQG  :+(5($6VXEMHFWWRWKHWHUPVSURYLVLRQVDQGFRQGLWLRQVKHUHRIWKH3URMHFW VKDOOEHFRQVWUXFWHGE\'HYHORSHURQWKH3URSHUW\DQGIXUWKHUWKH3DUWLHVDJUHHDQG DFNQRZOHGJH WKDW WKH FRQVWUXFWLRQ RI WKH 3URMHFW LQ FRQMXQFWLRQ ZLWK 'HYHORSHU¶V FRQVWUXFWLRQRIDZDVWHZDWHUOLQHZLOOUHVXOWLQFRVWVDYLQJVWRWKH7RZQDQG'HYHORSHU OHVVLQFRQYHQLHQFHWR'HYHORSHUDQGLWVFXVWRPHUVDQGZLOOUHVXOWLQOHVVGLVUXSWLRQRQ 'HYHORSHU¶V3URSHUW\VLQFH'HYHORSHU¶VFRQVWUXFWLRQRIDZDVWHZDWHUOLQHLQFRQMXQFWLRQ ZLWKWKHFRQVWUXFWLRQRIWKHSDUDOOHOZDVWHZDWHUOLQHIRUWKH7RZQ¶VDQG'HYHORSHU¶VXVH ZLOOEHPRUHWLPHO\DQGH[SHGLWLRXVDQG  :+(5($6 WKLV $JUHHPHQW FOHDUO\ LV LQ WKH EHVW LQWHUHVWV RI WKH 7RZQ DQG 'HYHORSHUDQGLWLVGHHPHGPXWXDOO\EHQHILFLDOWRHDFKWKDWWKHFRQVWUXFWLRQRIWKH3URMHFW SURFHHGXQLIRUPO\ZLWK'HYHORSHU¶VFRQVWUXFWLRQRILWVZDVWHZDWHUOLQH  12:7+(5()25(LQFRQVLGHUDWLRQRIWKHIRUHJRLQJSUHPLVHVDQGIRURWKHUJRRG DQGYDOXDEOHFRQVLGHUDWLRQWKHUHFHLSWDQGDGHTXDF\RIZKLFKDUHKHUHE\DFNQRZOHGJHG WKH7RZQDQG'HYHORSHUFRYHQDQWDQGDJUHHDVIROORZV  'HYHORSHU¶V &RQVWUXFWLRQ RI WKH 3URMHFW7KH 3DUWLHV DJUHH DQG DFNQRZOHGJH WKDW VXEMHFW WR 'HYHORSHU REWDLQLQJ DOO SHUPLWV DQG DSSURYDOV IRU WKH FRQVWUXFWLRQWKHUHRI'HYHORSHUVKDOOFRQVWUXFWWKH3URMHFWLQDFFRUGDQFHZLWKWKHSODQV DWWDFKHG KHUHWR DV([KLELW& WKH³3ODQV´  DQG 'HYHORSHU¶V FRQVWUXFWLRQ VKDOO EH XQGHUWDNHQLQFRQMXQFWLRQZLWK'HYHORSHU¶VFRQVWUXFWLRQRIWKHZDVWHZDWHUOLQHRQLWV 3URSHUW\:LWKLQWKLUW\  GD\VRIWKH7RZQ¶VDFFHSWDQFHRIWKH3URMHFW'HYHORSHUVKDOO EH HOLJLEOH IRU UHLPEXUVHPHQW RI DFWXDO FRQVWUXFWLRQ FRVWV LQFXUUHG E\ 'HYHORSHU LQ FRQVWUXFWLRQRIWKH3URMHFWDQGVXFKRWKHUUHLPEXUVDEOHDQGUHODWHGFRVWVLIDQ\DOODV Page 80 Item 9.  Y  Y VHWIRUWKRQ([KLELW'RUDVRWKHUZLVHPXWXDOO\DJUHHGXSRQE\WKH7RZQDQG'HYHORSHU FROOHFWLYHO\WKH³5HLPEXUVHPHQW´ 7KHSKUDVH³FRQVWUXFWLRQFRVWV´DVXVHGKHUHLQ VKDOO PHDQ WKH DFWXDO FRQVWUXFWLRQ FRVWV LQFOXGLQJ GHVLJQ FRVWV FRQVWUXFWLRQ FRVWV HQJLQHHULQJ FRVWV VXUYH\LQJ FRVWV DQG JHRWHFKQLFDO PDWHULDOV WHVWLQJ DQG DQ\ IHHV DVVRFLDWHGZLWKWKH3URMHFW)XUWKHUXSRQWKH7RZQ¶VDFFHSWDQFHRIWKH3URMHFWDOO LPSURYHPHQWV FRPSULVLQJ WKH 3URMHFW FRQVWUXFWHG E\ 'HYHORSHU VKDOO EHFRPH WKH SURSHUW\RIWKH7RZQ   7KH 3DUWLHV DJUHH DQG DFNQRZOHGJH WKDW 'HYHORSHU VKDOO ELG WKH FRQVWUXFWLRQRIWKH3URMHFWZLWKDWOHDVWWKUHH  TXDOLILHGFRQWUDFWRUVDQGVKDOOSURYLGH FRSLHVRIWKHELGVUHFHLYHGIRUVXFKLWHPVWRWKH7RZQZLWKLQILYH  EXVLQHVVGD\VRI 'HYHORSHU¶VUHFHLSWRIVDPH7KH7RZQDJUHHVWRDVVLVW'HYHORSHULQWKHELGGLQJSURFHVV 'HYHORSHUVKDOOQRWSURFHHGWRDZDUGDFRQWUDFW V IRUWKHGHVLJQDQGFRQVWUXFWLRQRIWKH 3URMHFWXQOHVVDQGXQWLOWKH7RZQSURYLGHVZULWWHQDSSURYDORIVDLGFRQWUDFW V ZKLFK DSSURYDOVKDOOEHJUDQWHGRUGHQLHGZLWKLQVHYHQ  GD\VDIWHU7RZQ¶VUHFHLSWRIVDPH ,WLVH[SUHVVO\XQGHUVWRRGDQGDJUHHGWKDW'HYHORSHUVKDOORSHUDWHDVDQLQGHSHQGHQW FRQWUDFWRULQHDFKDQGHYHU\UHVSHFWKHUHXQGHUDQGQRWDVDQDJHQWUHSUHVHQWDWLYHRU HPSOR\HHRIWKH7RZQ7KH3DUWLHVDJUHHWKDWQRWKLQJLQWKLV$JUHHPHQWZLOOEHFRQVWUXHG DVWKHFUHDWLRQRIDSDUWQHUVKLSRUMRLQWHQWHUSULVHEHWZHHQWKH7RZQDQG'HYHORSHU  'HIDXOW,I'HYHORSHUIDLOVWRFRPSO\ZLWKDQ\SURYLVLRQRIWKLV$JUHHPHQW DIWHUUHFHLYLQJWKLUW\  GD\V¶ZULWWHQQRWLFHWRFRPSO\IURPWKH7RZQRUVXFKORQJHU SHULRGDVPD\EHUHDVRQDEO\QHFHVVDU\SURYLGHGWKDW'HYHORSHUFRPPHQFHVWRFXUHWKH GHIDXOW RU EUHDFK ZLWKLQ WKH GD\ SHULRG DQG SURFHHGV ZLWK UHDVRQDEOH GLOLJHQFH WKHUHDIWHUWRFRPSOHWHVXFKFXUHWKHQVRORQJDVVXFKGHIDXOWFRQWLQXHVDQGLVQRWFXUHG IROORZLQJDVHFRQGGD\ZULWWHQQRWLFHIURP7RZQWR'HYHORSHUVXEMHFWWR3DUDJUDSK RIWKLV$JUHHPHQWWKH7RZQVKDOOKDYHWKHULJKWDVLWVVROHUHPHG\KHUHXQGHUWR FRPSOHWHWKHFRQVWUXFWLRQRIWKH3URMHFWDWWKH7RZQ¶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¶VUHTXHVWV IRUSHUPLWVDQGDSSURYDOVIRUWKH3URMHFW   Page 81 Item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¶V2IILFH   ,IWR'HYHORSHU  +(%/3 6)ORUHV6WUHHW 6DQ$QWRQLR7H[DV $WWQ%HQMDPLQ56FRWW 7HOHSKRQH   (PDLOVFRWWEHQ#KHEFRP  :LWKFRS\WR  *ROGHQ6WHYHV *RUGRQ//3 (%DVVH5G6XLWH 6DQ$QWRQLR7H[DV $WWQ$PL*RUGRQ 7HOHSKRQH   (PDLODJRUGRQ#JROGHQVWHYHVFRP  3UHYDLOLQJ3DUW\,QWKHHYHQWDQ\SHUVRQLQLWLDWHVRUGHIHQGVDQ\OHJDO DFWLRQRUSURFHHGLQJWRHQIRUFHRULQWHUSUHWDQ\RIWKHWHUPVRIWKLV$JUHHPHQWWKH SUHYDLOLQJSDUW\LQDQ\VXFKDFWLRQRUSURFHHGLQJVKDOOEHHQWLWOHGWRUHFRYHULWVUHDVRQDEOH FRVWVDQGDWWRUQH\¶VIHHV LQFOXGLQJLWVUHDVRQDEOHFRVWVDQGDWWRUQH\¶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age 82 Item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age 83 Item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¶VFRQVWUXFWLRQRIWKH3URMHFW LQFOXGLQJUHDVRQDEOHDWWRUQH\¶VIHHVDQGH[SHQVHV LQFOXGLQJUHDVRQDEOHDWWRUQH\¶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¶VQHJOLJHQWJURVVO\QHJOLJHQWDQGRULQWHQWLRQDODFWVDQGRURPLVVLRQV RUDQ\RWKHUWKLUGSDUWLHVIRUZKRPWKH7RZQHQJDJHG  $SSURYDORI&RXQVHO7KH7RZQUHVHUYHVWKHULJKWWRSURYLGHDSRUWLRQRU DOORILWV¶RZQGHIHQVHDWLWVVROHFRVWKRZHYHUWKH7RZQLVXQGHUQRREOLJDWLRQWRGRVR $Q\VXFKDFWLRQE\WKH7RZQLVQRWWREHFRQVWUXHGDVDZDLYHURI'HYHORSHU¶VREOLJDWLRQ WRGHIHQGWKH7RZQRUDVDZDLYHURI'HYHORSHU¶VREOLJDWLRQWRLQGHPQLI\WKH7RZQ SXUVXDQWWRWKLV$JUHHPHQW  6XUYLYDO3DUDJUDSK³,QGHPQLILFDWLRQ´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age 84 Item 9.  Y  Y ,1:,71(66:+(5(2)WKH3DUWLHVKHUHWRKDYHFDXVHGWKLVGRFXPHQWWREH H[HFXWHGDVRIWKH(IIHFWLYH'DWH  7+(72:12)35263(57(;$6   %\BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB 1DPH0DULR&DQL]DUHV 7LWOH7RZQ0DQDJHU  67$7(2)7(;$6   &2817<2)&2//,1  7KLVLQVWUXPHQWZDVDFNQRZOHGJHGEHIRUHPHRQWKHBBBGD\RIBBBBBBBBBB E\0DULR&DQL]DUHV7RZQ0DQDJHUIRUWKH7RZQRI3URVSHU7H[DVRQEHKDOIRI WKH7RZQRI3URVSHU7H[DV BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB 1RWDU\3XEOLF6WDWHRI7H[DV  Page 85 Item 9. Page 86 Item 9.   Y   (;+,%,7$ 'HSLFWLRQRIWKH3URSHUW\                   1H[W3DJH  Page 87 Item 9. Page 88 Item 9.   Y   (;+,%,7% 8WLOLW\3ODQ                   1H[W3DJH   Page 89 Item 9.  /$1'6&$3(($6(0(17'6'6'6'6'6'6'6'6'6'6'6'6'6'6'6'6'6'6'6&,5)63,$56(1*&,56&,56*5$7(,1/(75,0  )/5&3   : >>^WZ<tzKEZdZKtzsZ/>t/d,Z͘K͘t͘(;,67,1*66(;,67,1*:75(;,67,1*:75(;,67,1*:75(;,67,1*:7567,1*:75(;,67,1*66(;,67,1*:75(;,67,1*:75(;,67,1*)25&(0$,1(;,67,1*/,)767$7,21(;,67,1*:75(;,67,1*:75(;,67,1*:75/27/27/27/275'5'75(1&+'5$,15'5'5'5'5'5'5'5'5'5'5'5'5'5'6706706706706705'5'6706705'5'5'5'5'5'5'67$:$7(5/,1($5(029((;,673/8* &211(&772(;,67:$7(5,167$//ƒ%(1'1(67$:$7(5/,1($,167$//ƒ%(1'1(/)2)39&#67$:$7(5/,1($,167$//;7((*$7(9$/9(*$7(9$/9(67'),5(+<'3(572:167'61(/)2)39&#67$:$7(5/,1($67$:$7(5/,1(%,167$//;7((*$7(9$/9(61(/)2)39&#67$:$7(5/,1($,167$//;7((*$7(9$/9(67'),5(+<'3(572:167'61(/)2)39&#67$:$7(5/,1($5(029((;,673/8* &211(&772(;,67:$7(51(/)2)39&#67$:$7(5/,1(%,167$//;7((*$7(9$/9(67'),5(+<'3(572:167'61(/)2)39&#67$:$7(5/,1(%,167$//;7((*$7(9$/9(*$7(9$/9(67'),5(+<'3(572:167'61(/)2)39&#67$:$7(5/,1(%67$:$7(5/,1(&,167$//;7((*$7(9$/9(61(/)2)39&#67$:$7(5/,1(&5(029((;,673/8* &211(&772(;,67:$7(51(67$:$7(5/,1(&,167$//;7((9$/9(/):75,55,*0751(/)2)39&#67$:$7(5/,1(&,167$//;7((*$7(9$/9(*$7(9$/9(67'),5(+<'3(572:167'61(/)2)39&#67$:$7(5/,1(&,167$//;7((*$7(9$/9(/):75'&'$%$&.)/2:35(91(/)2)39&#67$:$7(5/,1(&,167$//;7((*$7(9$/9(/):75'20(67,&0(7(51(/)2)39&#67$:$7(5/,1(&,167$//;7((*$7(9$/9(*$7(9$/9(67'),5(+<'3(572:167'61(/)2)39&#/)2)39&#67$:$7(5/,1(&5(029((;,673/8* &211(&772(;,67:$7(51(/)2)39&#/)2)39&#/)2)39&#/)2)39&#/)2)39&#/)2)39&#)/,167$//*$/*5($6(75$33(50(3,167$//ƒ:<(:&/($1287)/)/67$:$7(5/,1($,167$//;7((*$7(9$/9(*$7(9$/9(67'),5(+<'3(572:167'61(/)2)39&#67$6(:(5/,1($&211(&772(;,67660+)/287)/67$6(:(5/,1($,167$// ',$660+3(572:167'6)/)/)/287 6 3/8*23(1,1*6287+817,/)8785(0$,1(;7(16,21/)2)39&#67$6(:(5/,1($,167$//ƒ:<()/)//)2)39&#67$6(:(5/,1($,167$//ƒ:<(:&/($1287)//)2)39&#,167$//5(027()'&:%2//$5'66(('(7$,/6+7&/)2)39&#,167$//3/8*)/ƒ81'(5*5281'32:(56833/<72:,1'0,//81'(5*5281'32:(56833/<02180(176,*181'(5*5281'32:(56833/<)8(/67$7,21$'-867),5(+<'5$17*5$'($1'/2&$7,21 )((7)520),5(/$1( $61(('('),5('(3$570(17+$6$33529('12),5(+<'5$1765(48,5(')257+,6),5(/$1(6$1,7$5<6(:(5(607'6'6'65'5'5'6$1,7$5<6(:(*5$3+,&6&$/(LQFK IW  &(175$/'5,9(68,7( 3+21(%(')25'7; :::&/$<0225((1*&207(;$65(*,675$7,21+(%35263(5&253%(,1*/27%/2&.$$&5(62872)&2//,1&2817<6&+22//$1'6859(<6(&7,2112$%675$&71272:12)35263(57(;$6$&&25',1*720$312 &-'$7(' 2) 7+(1$7,21$/)/22',1685$1&(352*5$00$3 )/22',1685$1&(5$7(0$32)&2//,1&2817<7(;$6)('(5$/(0(5*(1&<0$1$*(0(17$*(1&<)('(5$/,1685$1&($'0,1,675$7,217+,63523(57<,6:,7+,1=21(; $5($6'(7(50,1('72%(2876,'(2)7+($118$/&+$1&()/22'3/$,1 %($5,1*66+2:1+(5(21$5(7,('727+(7(;$6&225',1$7(6<67(02) 1$'  (32&+ 1257+&(175$/=21(  86,1*72:12)35263(5*(2'(7,&&21752/02180(176$1'*36*361 1( ((/(9 (/(97%0;&87,1,1/(7217+(($676,'(2)'$//$61257+72//:$<1257+%281'6(59,&(52$'$3352;,0$7(/<)((76287+2))5217,(53$5.:$<&(17(5/,1(1((/(9%(,1*$//2)/27%/2&.$)5217,(55(7$,/&(17(55(&25'(',13/$7%22.3*235&&76,78$7(',17+(&2//,1&2817<6&+22//$1'689(<6(&7,2112$%675$&712$1$'',7,21727+(72:12)35263(5&2//,1&2817<7(;$6,668(6,7('(9(/230(17C-4.0UTILITY PLANUTILITY PLANA11" = 40'A6NOT TO SCALEPROJECT INFORMATIONE6NOT TO SCALEVICINITY MAP/(*(1'(;,67,1*:$7(50$,1(;,67,1*6$1,7$5<6(:(5$1'0$1+2/(352326(':$7(5/,1(352326('6$1,7$5<6(:(5/,1($1'&/($1287352326('&20081,&$7,21/,1(352326('81'(5*5281'(/(&75,&$//,1((;,67,1*29(5+($'32:(5/,1(352326('6$1,7$5<6(:(5/,1($1'0$1+2/(127(6 &2175$&7256+$//&225',1$7(:,7+)5$1&+,6(87,/,7<&203$1,(672'(7(50,1(48$17,7<6,=($1'/2&$7,21)25$//&21'8,7$1'6/((9,1*5(48,5('726(59(%8,/',1*$1'6,7($//&21'8,7$1'6/((9(66+$//%(,167$//('35,257268%*5$'(35(3$5$7,21$1'3$9,1*)5$1&+,6(87,/,7<127(67+(*$6(/(&75,&$1'7(/(3+21(,1)250$7,216+2:1217+,63/$1,6%$6('83217+(/$7(67,1)250$7,21$9$,/$%/()5207+(5(63(&7,9()5$1&+,6(87,/,7<&203$1,(6,7,6,17(1'(')25385326(62)*(1(5$/%,'',1*$1'%$6,&&/$5,7<63(&,),&-2%6,7(&21',7,2166+$//%(),(/'9(5,),('3(5127(67+528*+%(/2:7+()5$1&+,6(87,/,7<&2175$&725$6680(6$//5(63216,%,/,7<)256$,'),(/'&21',7,216$1'$662&,$7('5(9,6,2165(48,5('%<7+(5(63(&7,9(87,/,7<&203$1,(6,192/9('7+()5$1&+,6(87,/,7<&2175$&7256+$//&217$&77+(5(63(&7,9()5$1&+,6(87,/,7<&203$1,(69(5,)<$//5(48,5(0(176$1'(48,30(17$1')851,6+$1',167$//,1&/8',1*%87127/,0,7('72$//0(7(5675$16)250(56&21'8,7&21&5(7(3$'675(1&+,1*$1'%$&.),//1(&(66$5<)253523(5,167$//$7,21)5$1&+,6(87,/,7<&2175$&7256+$//$/623$<$//)((6$1'&+$5*(6,1&855('$1'&225',1$7(:,7+27+(5)5$1&+,6(87,/,7<&203$1,(67+()5$1&+,6(87,/,7<&2175$&7256+$//),(/'9(5,)<,17+(35(6(1&(2)7+(5(63(&7,9(87,/,7<&203$1<5(35(6(17$7,9(67+(/2&$7,212)$//(;,67,1*$1'352326('87,/,7<6(59,&(6$1'(48,30(177+()5$1&+,6(87,/,7<&2175$&7256+$//,1&/8'(,1+,6%,'68)),&,(17)81'672&29(5$//&26765(48,5('%<87,/,7<&203$1,(6723529,'(1(:6(59,&(6$1'2583*5$'((;,67,1*6(59,&(612$//2:$1&(6:,//%(0$'()25)5$1&+,6(87,/,7<&2175$&725 681)$0,/,$5,7<:,7+7+((;,67,1*&21',7,215(48,5(0(1762)7+(1(:&21',7,216$1'25)$,/85(72&225',1$7(,167$//$7,21&2175$&7256+$//9(5,7<7+$70(7(5$1'75$16)250(5/2&$7,2166+2:10((7'(6,*1&5,7(5,$%<)5$1&+,6(87,/,7<&203$1,(6)25%87127/,0,7('727+(2))6(7',67$1&()520)$&(2)%8,/',1*35,9$7()5$1&+,6(87,/,7,(6$5(6+2:1)255()(5(1&(21/<$1'5(48,5(6(3$5$7(3(50,76,16(7$6&$/(  ,16(7$),5(/,1(:$7(5*$6/,1(6$16(:(5&20081,&$7,21/,1((/(&75,&32:(532:(5/,1(726285&(*(1(5$72575$16)250(575$6+&203$&7256$16(:(5)25&(0$,16$16(:(53523(57</,1( 6$1,7$5<6(:(5($6(0(17 6$1,7$5<6(:(5($6(0(17%2//$5'6$5281'9$8/7$7)22721&(17(55()(5'7/'6+((7&,167$//%2//$5'6$5281'9$8/7# 21&(17(5Page 90 Item 9.   Y   (;+,%,7& 3ODQV                   1H[W3DJHV    Page 91 Item 9. DRAWNDESIGNMANAGERCHECK© LEO A DALY Company 2024FILE LOGACTIVITY BYEXCAVATION SAFETY NOTE:2801 NETWORK BLVDSUITE 101FRISCO, TX 75034WWW.LAN-INC.COMCONTRACTOR SHALL CONTACTTEXAS 811 (DIAL 811 OR800-344-8377) FOR UTILITYLOCATES NO LATER THAN TWOFULL WORKING DAYS PRIOR TOCONSTRUCTION.DATEDESCRIPTIONNO.REVISIONSPROJECT NO.DATE:DRAWING NO:MAR 01, 2024TEXAS REGISTERED ENGINEERING FIRM F-2614UPPER DOE BRANCHWASTEWATER LINE137-10040-001MLBPLA3/1/2024NOT INTENDED FOR PERMIT,BIDDING OR CONSTRUCTION.NOT FOR CONSTRUCTIONDATE.QUANTITY SUMMARY----1 OF 5LANLAN6+((77,7/(,7(0%,'47<3/$147<81,7 '(6&5,37,21      /) 39& 6'5 :$67(:$7(5/,1(%<23(1&87     /) 39& 6'5 :$67(:$7(5/,1(%<23(1&87     ($ 3/8*   ($ 3/8*   ($  ',$0(7(5:$67(:$7(50$1+2/(     /) 75(1&+6$)(7<3/$135(3$5$7,21$1',03/(0(17$7,21   833(5'2(%5$1&+:$67(:$7(5/,1( 7((/3,6'67$',80 &,312:::$67(:$7(53/$1$1'352),/(6:$67(:$7(51142051142051142051 MAR 2024137-10041-001Page 92 Item 9. PROFILE SCALEFULL SIZEH:V:HALF SIZEH:V:1"=20'1"=4'1"=40'1"=8'DRAWNDESIGNMANAGERCHECK© LEO A DALY Company 2024FILE LOGACTIVITY BYEXCAVATION SAFETY NOTE:2801 NETWORK BLVDSUITE 101FRISCO, TX 75034WWW.LAN-INC.COMCONTRACTOR SHALL CONTACTTEXAS 811 (DIAL 811 OR800-344-8377) FOR UTILITYLOCATES NO LATER THAN TWOFULL WORKING DAYS PRIOR TOCONSTRUCTION.DATEDESCRIPTIONNO.REVISIONSPROJECT NO.DATE:DRAWING NO:MAR 01, 2024TEXAS REGISTERED ENGINEERING FIRM F-2614UPPER DOE BRANCHWASTEWATER LINE137-10040-001MLBPLA3/1/2024NOT INTENDED FOR PERMIT,BIDDING OR CONSTRUCTION.DATE.WASTEWATER PLANAND PROFILESTA 170+50 - STA175+002 OF 5LANLANGRAPHIC SCALE IN FEETFULL SIZE SCALE: 1"=20'HALF SIZE SCALE: 1"=40'020 40NMATCH LINE STA 170+50MATCH LINE STA 175+00PROPOSED LEGENDFUTURE H-E-B DEVELOPMENT1142051 MAR 2024137-10041-001Page 93 Item 9. PROFILE SCALEFULL SIZEH:V:HALF SIZEH:V:1"=20'1"=4'1"=40'1"=8'DRAWNDESIGNMANAGERCHECK© LEO A DALY Company 2024FILE LOGACTIVITY BYEXCAVATION SAFETY NOTE:2801 NETWORK BLVDSUITE 101FRISCO, TX 75034WWW.LAN-INC.COMCONTRACTOR SHALL CONTACTTEXAS 811 (DIAL 811 OR800-344-8377) FOR UTILITYLOCATES NO LATER THAN TWOFULL WORKING DAYS PRIOR TOCONSTRUCTION.DATEDESCRIPTIONNO.REVISIONSPROJECT NO.DATE:DRAWING NO:MAR 01, 2024TEXAS REGISTERED ENGINEERING FIRM F-2614UPPER DOE BRANCHWASTEWATER LINE137-10040-001MLBPLA3/1/2024NOT INTENDED FOR PERMIT,BIDDING OR CONSTRUCTION.DATE.WASTEWATER PLANAND PROFILESTA 175+00 - STA179+503 OF 5LANLANGRAPHIC SCALE IN FEETFULL SIZE SCALE: 1"=20'HALF SIZE SCALE: 1"=40'02040NMATCH LINE STA 175+00MATCH LINE STA 179+50 PROPOSED LEGENDFUTURE H-E-B DEVELOPMENT1142051 MAR 2024137-10041-001Page 94 Item 9. PROFILE SCALEFULL SIZEH:V:HALF SIZEH:V:1"=20'1"=4'1"=40'1"=8'DRAWNDESIGNMANAGERCHECK© LEO A DALY Company 2024FILE LOGACTIVITY BYEXCAVATION SAFETY NOTE:2801 NETWORK BLVDSUITE 101FRISCO, TX 75034WWW.LAN-INC.COMCONTRACTOR SHALL CONTACTTEXAS 811 (DIAL 811 OR800-344-8377) FOR UTILITYLOCATES NO LATER THAN TWOFULL WORKING DAYS PRIOR TOCONSTRUCTION.DATEDESCRIPTIONNO.REVISIONSPROJECT NO.DATE:DRAWING NO:MAR 01, 2024TEXAS REGISTERED ENGINEERING FIRM F-2614UPPER DOE BRANCHWASTEWATER LINE137-10040-001MLBPLA3/1/2024NOT INTENDED FOR PERMIT,BIDDING OR CONSTRUCTION.DATE.WASTEWATER PLANAND PROFILESTA 179+50 - STA184+004 OF 5LANLANGRAPHIC SCALE IN FEETFULL SIZE SCALE: 1"=20'HALF SIZE SCALE: 1"=40'020 40MATCH LINE STA 179+50MATCH LINE STA 184+00PROPOSED LEGENDFUTURE H-E-B DEVELOPMENT1142051 MAR 2024137-10041-001Page 95 Item 9. DRAWNDESIGNMANAGERCHECK© LEO A DALY Company 2024FILE LOGACTIVITY BYEXCAVATION SAFETY NOTE:2801 NETWORK BLVDSUITE 101FRISCO, TX 75034WWW.LAN-INC.COMCONTRACTOR SHALL CONTACTTEXAS 811 (DIAL 811 OR800-344-8377) FOR UTILITYLOCATES NO LATER THAN TWOFULL WORKING DAYS PRIOR TOCONSTRUCTION.DATEDESCRIPTIONNO.REVISIONSPROJECT NO.DATE:DRAWING NO:MAR 01, 2024TEXAS REGISTERED ENGINEERING FIRM F-2614UPPER DOE BRANCHWASTEWATER LINE137-10040-001MLBPLANOT INTENDED FOR PERMIT,BIDDING OR CONSTRUCTION.WASTEWATERDETAILS----5 OF 5LANLAN12"(MODIFIED)1 MAR 2024137-10041-001Page 96 Item 9. 18 4882-2830-7879 v.5 062007.01699 EXHIBIT D (Construction Costs) UPPER DOE BRANCH WASTEWATER LINE (TEEL - PISD STADIUM) H.E.B. SITE INSTALLATION ITEM DESCRIPTION UNIT BID QNTY UNIT COST TOTAL ITEM COST 1 15" PVC (SDR 35) WASTEWATER LINE BY OPEN CUT LF 700 $ 100.00 $ 70,000.00 2 12" PVC (SDR 35) WASTEWATER LINE BY OPEN CUT LF 280 $ 89.00 $ 24,920.00 3 5' DIAMETER SSMH (Avg. 17' Depth) EA 3 $ 16,158.00 $ 48,474.00 4 SEWER FITTINGS LS 1 $ 3,822.00 $ 3,822.00 5 WATER TESTING LF 980 $ 2.00 $ 1,960.00 6 TRENCH SAFETY LF 980 $ 1.00 $ 980.00 7 HAUL SPOILS OFFSITE CY 360 $ 15.00 $ 5,400.00 8 MAINTENANCE BOND LS 1 $ 3,200.00 $ 3,200.00 9 GENERAL CONDITIONS LS 1 $ 1,340.00 $ 1,340.00 10 INSURANCE LS 1 $ 1,175.00 $ 1,175.00 11 GC FEE LS 1 $ 25,725.00 $ 25,725.00 ESTIMATED TOTAL $ 186,996.00 Page 97 Item 9.   LOCATION MAP Wastewater Line Reimbursement Agreement Upper Doe Branch Wastewater Line on H-E-B Property Collector Dallas North Tollway H-E-B Frontier Parkway Page 98Item 9. Wastewater Line Reimbursement Agreement: $186,996 Upper Doe Branch Wastewater Line Page 99 Item 9. Page 1 of 2 To: Mayor and Town Council From: Dan Baker, Director of Parks and Recreation Through: Mario Canizares, Town Manager Robyn Battle, Executive Director Re: First Amendment to a Professional Services Agreement Town Council Meeting – August 27, 2024 Strategic Visioning Priority: 1. Acceleration of Infrastructure Agenda Item: Consider and act upon approval of an amendment to a professional services agreement with Peak Program Value, LLC, for additional project controls services related to the development of Raymond Community Park in the amount of $64,390. Description of Agenda Item: The Town entered into a Professional Services Agreement with Peak Program Value, LLC (PPV) for project control services during preconstruction and construction of First & Coit Community Park (Raymond Community Park) in February of 2024. The scope of the preconstruction project control services has been finalized since the execution of the original Professional Services Agreement, and the overall schedule for construction services has been extended due to project weather delays and additional scope that has been added at the Town’s request. The finalized project control services are as follows: 1. Original Preconstruction Project Controls Services (work already complete): $23,450 The original Preconstruction Services were approved in October 2023 and anticipated one Guaranteed Maximum Price (GMP) for the CMAR. The GMP package was broken into GMP #1 and GMP #2, and these preconstruction services were extended by more than 6 months. PPV is not requesting additional fees for this added work or this extension of preconstruction. 2. Preconstruction Project Controls for $2M added funding (work underway): $ 3,140 These services are requested for the additional effort required to manage the scope, cost and contract changes for the multiple alternates now under consideration by the Town . The change order for these added budgeted items will be presented to the Town Council on August 27, 2024, after all quotes have been finalized. PARKS AND RECREATION Page 100 Item 10. Page 2 of 2 3. Additional Four Months of Construction Project Controls : $37,800 The CMAR’s construction schedule provided with their GMP # 2 Amendment shows the project completing construction in Q3 2025, which is an extension of four (4) months from the original plan due to weather delays and additional scope. PPV’s request is based on their contracted fee for services per month. Budget Impact: The original contract amount is $141,750, plus the addition of this $64,390 for this Contract Amendment No.1 bringing the total cost of services to $206,140. The original budget for these services was $165,200 ($141,750 + $23,450), which included the original preconstruction and construction services. Additional funding for this amendment is available in account 750-5410- 10-00-2122-PK. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached documents as to form and legality. Attached Documents: 1. PPV Amended Service Agreement 2. PPV Professional Services Agreement Town Staff Recommendation: Town Staff recommends approval of the amendment to the professional services agreement with Peak Program Value, LLC, for additional design services for Raymond Community Park. Proposed Motion: I move to approve an amendment to the professional services agreement with Peak Program Value, LLC, for additional design services for Raymond Community Park in the amount of $64,390. Page 101 Item 10. CONTRACT AMENDMENT #1 Version 05/22 CONTRACT AMENDMENT #1 BETWEEN THE TOWN OF PROSPER, TEXAS, AND PEAK PROGRAM VALUE, LLC FOR THE RAYMOND COMMUNITY PARK PHASE 1 PROJECT 2122-PK This Contract Amendment for Professional Services, hereinafter called “Amendment,” is entered into by the Town of Prosper, Texas, a municipal corporation, duly authorized to act by the Town Council of said Town, hereinafter called “Town,” and Peak Program Value, LLC, a company authorized to do business in Texas, acting through a duly authorized officer, hereinafter called “Consultant,” relative to Consultant providing professional services to Town. Town and Consultant when mentioned collectively shall be referred to as the “Parties.” W I T N E S S E T H: WHEREAS, the Town previously engaged the services of the Consultant in connection with Raymond Community Park Phase I Project 2122-PK to be located at 201 Coit Road, hereinafter called “Project”; and WHEREAS, the Parties previously entered into an professional services agreement regarding the Project on or about February 27, 2024, in the amount of one hundred forty-one thousand, seven hundred & fifty dollars ($141,750), hereinafter called the “Original Agreement”; and WHEREAS, the Parties now desire to amend the Original Agreement to increase the scope of services and compensation provided to include full preconstruction services up to the current date, and an additional 4 months of construction services. For the mutual promises and benefits herein described, Town and Consultant agree to amend the Original Agreement as follows: 1. Additional Services to be Performed by Consultant. The Parties agree that Consultant shall perform such additional services as are set forth and described in Exhibit A1 – Scope of Services & Compensation and incorporated herein as if written word for word. All references in the Original Agreement to “Exhibit A” are hereby amended to state “Exhibits A and A1.” 2. Additional Compensation of Consultant. Town agrees to pay to Consultant for the satisfactory completion of all services included in this Amendment a total additional fee of sixty-four thousand, three hundred and ninety dollars ($64,390) for the additional services as set forth and described in Exhibit A1 – Scope of Services & Compensation and incorporated herein as if written word for word. All references in the Original Agreement to “Exhibit A” are hereby amended to state “Exhibits A and A1.” 3. Revised Compensation for Consultant's Services. Paragraph 3 of the Original Agreement is hereby amended to increase Consultant's total compensation by deleting one hundred forty-one thousand, seven hundred & fifty dollars ($141,750), and replacing it with two hundred six thousand, one hundred & forty dollars ($206,140). 4. Revised Schedule for Consultant's Services. Paragraph 4 of the Original Agreement is hereby amended to delete Exhibit B, and replace it with Exhibit B.1. All references in the Original Agreement to “Exhibit B” are hereby amended to state “Exhibit B1.” 5. Original Agreement. All other provisions and terms of the Original Agreement shall remain in full force and effect and this Amendment to the Original Agreement shall in no way release, affect, or impair any other provision or responsibility contained in the Original Agreement. Page 102 Item 10. CONTRACT AMENDMENT #1 Version 05/22 IN WITNESS WHEREOF, the Parties, having read and understood this Amendment, have executed such in duplicate copies, each of which shall have full dignity and force as an original, on the _______ day of _______________________, 20____. PEAK PROGRAM VALUE, LLC By: Signature Chris Squadra Printed Name Partner Title August 22, 2024 Date TOWN OF PROSPER, TEXAS By: Signature Mario Canizares Printed Name Town Manager Title Date Page 103 Item 10. CONTRACT AMENDMENT #1 Version 05/22 EXHIBIT A1 SCOPE OF SERVICES & COMPENSATION The additional Services & Compensation for this Amendment # 01 follows this page. Page 104 Item 10. Town of Prosper & Consultant PSA - Exhibit A.1 Scope of Services & Compensation - Raymond Park Updated 22 AUG 2024 1.0 Preconstruction w/Below 1.A Project Discovery, Goals & Project Definition 1.0 Project Leadership Interviews✔2.0 Project Goal Setting✔3.0 Project Stakeholder Interviews✔4.0 Physical Asset Discovery & Documentation Review✔5.0 Manage Physical Asset Evaluation Process (by 3rd Party Subject Matter Experts) 6.0 Current & Projected Needs Assessment 7.0 Project Scope Definition✔1.B Goal-setting, Scheduling & Information Management 1.0 Project Implementation Plan ✔2.0 Communication & Information Management Plan 3.0 Conceptual Master Project Schedule ✔4.0 Conceptual Construction Phasing Plan 5.0 Detailed Master Project Schedule✔1.C Cost Management 1.0 Programmatic Construction Cost Estimate – One Scheme✔2.0 Programmatic Construction Cost Estimate – Additional Schemes (Each) 3.0 Owner’s Development Budget Validation✔4.0 Conceptual Design Construction Cost Estimate – One Scheme✔5.0 Conceptual Design Construction Cost Estimate – Additional Schemes (Each) 6.0 Cash Flow Prediction✔7.0 50% Schematic Design Construction Cost Estimate (Assumes Single Scheme) 8.0 100% Schematic Design Construction Cost Estimate (Assumes Single Scheme)✔9.0 Validation of GC’s Initial Construction Cost Estimate✔10.0 50% Design Development Construction Cost Estimate (Assumes Single Scheme) 11.0 GC’s Estimate Validation at 100% Design Development✔12.0 Validation of the GC’s Proposed Final Guaranteed Maximum Price (GMP)✔13.0 Value Engineering, Life Cycle Cost Analysis and Evaluation of New Alternatives✔14.0 Coordination of Furnishings, Fixtures & Equipment (FF&E), IT, AV and Security Budgets 1.D Best Value Procurement Processes 1.0 “Owner-friendly” Design Team Selection Strategies 2.0 Design Team Selection Assistance 3.0 “Owner-friendly” Contracting Team Selection Strategies Service Item # Complete Complete Complete Complete Description Level of Service 240822 PRYP ToP-PPV PSA Exhibit A - Services REV 06.00 to Team Page 1 of 5 © 2024 Peak Program Value, LLC All Rights Reserved Page 105 Item 10. Town of Prosper & Consultant PSA - Exhibit A.1 Scope of Services & Compensation - Raymond Park Updated 22 AUG 2024 Service Item #Description Level of Service 4.0 Contracting Team Selection Assistance✔5.0 Contractor/Sub Prequals, Solicitation, Bid Analysis & Award Recommendation Validation✔1.E Ongoing Preconstruction Services - From Start Date to Notice to Proceed for Construction 1.0 Interactive Work Sessions and Meetings Required for Basic Preconstruction Services✔Services Duration = Current Project Contract Schedule; Extensions Calc'd at Monthly Rate 2.0 Construction 2.A One Time Tasks - Set Up Project Controls & Information Management Systems 1.0 Cost Management Options Review✔2.0 Schedule Management Options Review✔3.0 Information Management Options Review✔4.0 Set Up the Chosen Systems, Processes & Tools for Tracking:✔ .1 Budgets Against Commitments✔ .2 Proposed Change Orders✔ .3 Pending Commitments✔ .4 GC, Design Team, and Consultant Contract Changes✔ .5 Contingency Use Log(s)✔ .6 Commitments vs. Budget✔ .7 Payments vs. Commitments✔5.0 Set Up Buyout Savings Tracking Process with GC✔6.0 Set Up the Allowances & Furnishings/Equipment Budget Tracking System✔7.0 Review Project Controls Systems with Team✔8.0 Project Controls Systems Training for Architect & Owner Team✔One Time Tasks - Set Up Project Controls & Information Management Systems 2.B Ongoing Project Control Services - Cost, Schedule & Information Management 1.0 Ongoing Cost Management✔2.0 Ongoing Schedule Management✔3.0 Ongoing Information Management✔4.0 Meetings During Construction: .1 Project Executive Monthly .2 Senior Project Manager .3 Project Manager 4X per Month Complete 240822 PRYP ToP-PPV PSA Exhibit A - Services REV 06.00 to Team Page 2 of 5 © 2024 Peak Program Value, LLC All Rights Reserved Page 106 Item 10. Town of Prosper & Consultant PSA - Exhibit A.1 Scope of Services & Compensation - Raymond Park Updated 22 AUG 2024 Service Item #Description Level of Service .4 Assistant PM 5.0 Review Project Status & Interview Team Members✔6.0 Read Weekly Meeting Minutes & Status Logs✔7.0 Reporting to Owner 4X per Month 8.0 Review Applications for Payment Monthly:✔ .1 Note Compliance with the Contract and Standards of the Industry✔ .2 Compare Scheduled/Completed Work vs. Amount Billed✔ .3 Review Appropriateness of Contingency Reallocations✔ .4 Validate Proper Documentation of Expenditures✔ .5 Track Use of Allowances✔ .6 Track Invoices for Furnishings & Equipment✔ .7 Confirm Buyout Savings Status✔9.0 Update Owner's Budget✔10.0 Maintain and Update Project Budget Tracking System✔11.0 Publish Monthly Reports wExecutive Summary + Detailed Findings✔12.0 Establish Schedule Tracking Procedures✔13.0 Validate GC’s Proposed Change Requests (up to a Max of 5.0% of GC’s Contract Amount) 5.0% (5.0% CO Max is Calculated on Contract without Owner's Owner's Contingency Line Included) (Evaluating & Negotiating COs Above this 5.0% Amount Is An Additional Service) 14.0 Validate Project Turnover, Start-up, Owner Move-in, and Closeout Procedures✔Ongoing Project Control Services - Cost, Schedule & Information Management 2.C Owner Stakeholder Management 1.0 Provide Direct Interface with End‐users and Other Stakeholders as Required 2.0 Maintain a Single Point of Project Contact for the Owner Team 3.0 Provide Briefings of Officials, Council, Boards, Commissions, & Ad‐hoc Committees 4.0 Plan, Coordinate & Lead Project Update Meetings & Status Report Distribution for Above 5.0 Provide a Public Communication Plan for Neighborhoods & Community‐wide Citizens 6.0 Assist Staff in Coordination of Ground‐breaking, Announcements & Press Conferences 7.0 Coordinate Design, Approval & Placement of Project Signage 7.0 Serve as the Owner's Point of Contact during Construction 8.0 Conduct Construction Update Meetings at Construction Sites 2.D Quality Management These Services to be Provided by the Town of Prosper (KB) Services Duration = Current Project Contract Schedule; Extensions Calc'd at Monthly Rate Below 240822 PRYP ToP-PPV PSA Exhibit A - Services REV 06.00 to Team Page 3 of 5 © 2024 Peak Program Value, LLC All Rights Reserved Page 107 Item 10. Town of Prosper & Consultant PSA - Exhibit A.1 Scope of Services & Compensation - Raymond Park Updated 22 AUG 2024 Printed on 8/22/2024 at 5:44 PM Service Item #Description Level of Service 1.0 Coordinate Project Close Out, including Obtaining Final As‐Built Plans from Contractor✔2.0 Monitor Construction Progress✔3.0 Advise the Owner of Any Observations of Non‐Conforming Work or Other Quality Concerns✔4.0 Manage the Geotechnical Investigations and Develop Contracts for Geotechnical Firms✔5.0 Review Results from Geotechnical Investigations✔6.0 Review Contractor's Quality Control Plan ✔7.0 Provide Oversight of Owner's Quality Assurance Plan✔8.0 Review Submittals Prepared by the Contractor & Processed by the Design Team✔9.0 Coordinate Owner Staff Review of Submittals Where Required By ToP (KB) 10.0 Coordinate Owner Vendors, to Include Security, Data, Telecom, & Move Management By ToP (KB) 11.0 Coordinate Furnishings Installation (Furnishings Procurement by Others)By ToP (KB) 12.0 Coordinate Owner's Architect's Site Visits & Facilty's Punchlist Distribution/Tracking By Dunaway 13.0 Monitor Contractor's Completion of Punchlist Items & Architect's Confirmation of Same By Dunaway 14.0 Coordinate Owner's Commissioning Consultant's Site Visits & Review Reports Not Required 15.0 Monitor Contractor's Compliance w/Commissioning Consultant's Findings & Final Cx Report Not Required 16.0 Coordinate Turnover of Closeout Documention & Project Information Management System✔17.0 Coordinate Owner's Architect's 11 Month Warranty Site Visit & Distribution Findings By ToP (KB) 2.E Support Services for Other Owner Project Management Responsibilities 1.0 Issue “Notices to Proceed” on Appropriate Phases✔2.0 Coordinate TAS Consultant's Site Visit(s) & Review TAS Consultant's Findings By Dunaway Support Services for Other Owner Project Management Responsibilties 9,450 141,750 37,800 179,550 Original PSA Construction Services: 01 MAR 2024 to 31 MAY 2025 (Cost per Month) Original PSA Construction Services Fees for Project Controls (15 Months x $ 9,450) Construction Services: Assumes 01 JUN 2025 to 30 SEP 2025 (Add 4 Months) Additional Services for PPV's PSA Amendment #01 Construction Services Fees for Project Controls (Assumes 19 Months) 240822 PRYP ToP-PPV PSA Exhibit A - Services REV 06.00 to Team Page 4 of 5 © 2024 Peak Program Value, LLC All Rights Reserved Page 108 Item 10. Town of Prosper & Consultant PSA - Exhibit A.1 Scope of Services & Compensation - Raymond Park Updated 22 AUG 2024 Printed on 8/22/2024 at 5:44 PM Service Item #Description Level of Service 23,450 3,140 206,140 3.0 3.1 Safety Plan and Logistics Coordination Are Solely the Resonsibilty of the Contractor Excluded 3.2 Quality Management of Materials & Installation Are Solely the Resonsibilty of the Contractor Excluded 3.3 Consultant Will Be Performing Onsite Observations, not Continuous or Exhaustive Inspections Excluded 3.4 Consultant Will Not be Held Responsible for Contractor's or Vendor's Nonconforming Work Excluded 3.5 Consultant is Not Responsible for Architect's or Contractor's Failure to Perform Excluded 3.6 Fees for for Architect's or Contractor's Failure to Perform, or Project Delays are Add Services Excluded 3.7 Design, Procurement, and Delivery of Furnishings is by Others Excluded 3.8 Design, Procurement, and Delivery of Security, Data, Telecom Equipment is by Others Excluded 3.9 Services Not Checked in Sections Above (Even if Included In PSA Exhibit A) Are Excluded Excluded Task Order Clarifications & Exclusions Preconstruction Services: Original Scope of Work Preconstruction Services: Added $2M Funding - Scope & Budget Management Preconstruction + Construction Project Control Services (Original + Amndt # 1) 240822 PRYP ToP-PPV PSA Exhibit A - Services REV 06.00 to Team Page 5 of 5 © 2024 Peak Program Value, LLC All Rights Reserved Page 109 Item 10. CONTRACT AMENDMENT #1 Version 05/22 EXHIBIT B1 SCHEDULE The updated Schedule for this Amendment # 01 follows this page. Page 110 Item 10. ID Description Biz Days Start Finish 1 GMP Package #1 48 days Wed 10/11/23Tue 12/19/23 2 95% CD's Town Comments Received 0 days Wed 10/11/23Wed 10/11/23 3 GMP 1 100% CD's Released 4 days Wed 10/11/23Mon 10/16/23 4 GMP 1 100% CD's Amendment 1 Released 4 days Tue 10/17/23 Fri 10/20/23 7 GMP 1 Sub Prepare Bids 23 days Tue 10/17/23Thu 11/16/23 5 GMP 1 Sub Questions Due to DCI 7 days Mon 10/23/23Tue 10/31/23 6 GMP 1 Addendum #3 Released 2 days Wed 11/1/23 Thu 11/2/23 8 GMP 1 Bid Opening at Town Hall 0 days Thu 11/16/23Thu 11/16/23 9 GMP 1 Prep by DCI & Review by PPV 3 days Fri 11/17/23 Tue 11/21/23 10 GMP 1 Final to PARD Team 0 days Mon 11/27/23Mon 11/27/23 11 GMP 1 Review Mtg w/PARD & DWY Team 0 days Tue 11/28/23Tue 11/28/23 12 GMP 1 Final Reviewed w/CMO (by RB)0 days Wed 11/29/23Wed 11/29/23 13 GMP 1 Final OK'd by CMO Team 0 days Thu 11/30/23Thu 11/30/23 14 Town Council Packets Close (GMP 1 Done)0 days Mon 12/4/23 Mon 12/4/23 15 Town Council Mtg - GMP 1 Considered 0 days Tue 12/12/23Tue 12/12/23 16 Signed O-C Agreement to DCI 1 day Wed 12/13/23Wed 12/13/23 17 Draft NTP from CS to ToP 1 day Thu 12/14/23Thu 12/14/23 18 (AL) to Provide Value Options List Via Email to Team by EOD 1 day Thu 12/14/23Thu 12/14/23 19 Notice to Proceed for Construction GMP #1 0 days Tue 12/19/23Tue 12/19/23 20 GMP Package #2 147 daysTue 10/31/23Tue 5/28/24 21 Prepare 95% CDs for Town Engineer's Review 24 days Tue 10/31/23 Tue 12/5/23 22 Town Engineer's Review & Comments Out 30 days Wed 12/6/23 Wed 1/17/24 23 Confirm Paving & Fire Lane Direction 5 days Thu 1/18/24 Wed 1/24/24 24 Update 99% CDs from Town Engineer's Final Review 16 days Thu 1/25/24 Thu 2/15/24 25 Town Engineer's Review & Final Comments Out 11 days Fri 2/16/24 Fri 3/1/24 29 DCI's Comments & Estimate on GMP 2 99% CDs 8 days Fri 2/16/24 Tue 2/27/24 26 GMP 2 100% CDs Released by DWY to Team 0 days Fri 3/8/24 Fri 3/8/24 27 GMP 2 100% CD's Released To Subs 0 days Tue 3/12/24 Tue 3/12/24 28 GMP 2 Subs Prepare Bids 22 days Tue 3/12/24 Wed 4/10/24 30 GMP 2 Prep by DCI 1 day Thu 4/11/24 Thu 4/11/24 31 GMP 2 Review by PPV 1 day Fri 4/12/24 Fri 4/12/24 32 GMP 2 Final to PARD Team 4 days Wed 4/17/24 Mon 4/22/24 33 GMP 2 Final Review PARD Team 0 days Mon 4/22/24 Mon 4/22/24 34 GMP 2 Final Reviewed w/CMO (by RB)2 days Tue 4/23/24 Wed 4/24/24 35 GMP 2 Final OK'd by CMO Team 1 day Thu 4/25/24 Thu 4/25/24 36 Town Council Packets Close (GMP 2 Done)7 days Fri 4/26/24 Mon 5/6/24 37 Owner Directed Move of City Council Consideration 10 days Tue 5/14/24 Tue 5/28/24 38 Town Council Mtg - GMP Considered 0 days Tue 5/28/24 Tue 5/28/24 39 Plat Review and Filing 44 days Mon 11/13/23Tue 1/16/24 40 Submit Preliminary Plat to Town 0 days Mon 11/13/23Mon 11/13/23 41 Comments from Town on the Prelim Plat 11 days Mon 11/13/23Wed 11/29/23 42 Final Plat Submitted to Town 2 days Thu 11/30/23 Fri 12/1/23 43 Final Plat Submitted to P&Z 1 day Mon 12/4/23 Mon 12/4/23 44 P&Z Mtg - Consider Final Plat 30 days Tue 12/5/23 Tue 1/16/24 45 Construction 430 days?Tue 12/19/23Mon 8/25/25 46 GMP # 1 Activities 228 days Tue 12/19/23Wed 11/6/24 10/11/2023 GMP Package #1 10/11/2023 95% CD's Town Comments Received 10/11/2023 GMP 1 100% CD's Released 10/17/2023 GMP 1 100% CD's Amendment 1 Released 10/17/2023 GMP 1 Sub Prepare Bids 10/23/2023 GMP 1 Sub Questions Due to DCI 11/1/2023 GMP 1 Addendum #3 Released 11/16/2023 GMP 1 Bid Opening at Town Hall 11/17/2023 GMP 1 Prep by DCI & Review by PPV 11/27/2023 GMP 1 Final to PARD Team 11/28/2023 GMP 1 Review Mtg w/PARD & DWY Team 11/29/2023 GMP 1 Final Reviewed w/CMO (by RB) 11/30/2023 GMP 1 Final OK'd by CMO Team 12/4/2023 Town Council Packets Close (GMP 1 Done) 12/12/2023 Town Council Mtg - GMP 1 Considered 12/13/2023 Signed O-C Agreement to DCI 12/14/2023 Draft NTP from CS to ToP 12/14/2023 (AL) to Provide Value Options List Via Email to Team by EOD 12/19/2023 Notice to Proceed for Construction GMP #1 10/31/2023 GMP Package #2 10/31/2023 Prepare 95% CDs for Town Engineer's Review 12/6/2023 Town Engineer's Review & Comments Out 1/18/2024 Confirm Paving & Fire Lane Direction 1/25/2024 Update 99% CDs from Town Engineer's Final Review 2/16/2024 Town Engineer's Review & Final Comments Out 2/16/2024 DCI's Comments & Estimate on GMP 2 99% CDs 3/8/2024 GMP 2 100% CDs Released by DWY to Team 3/12/2024 GMP 2 100% CD's Released To Subs 3/12/2024 GMP 2 Subs Prepare Bids 4/11/2024 GMP 2 Prep by DCI 4/12/2024 GMP 2 Review by PPV 4/17/2024 GMP 2 Final to PARD Team 4/22/2024 GMP 2 Final Review PARD Team 4/23/2024 GMP 2 Final Reviewed w/CMO (by RB) 4/25/2024 GMP 2 Final OK'd by CMO Team 4/26/2024 Town Council Packets Close (GMP 2 Done) 5/14/2024 Owner Directed Move of City Council Consideration 5/28/2024 Town Council Mtg - GMP Considered 11/13/2023 Plat Review and Filing 11/13/2023 Submit Preliminary Plat to Town 11/13/2023 Comments from Town on the Prelim Plat 11/30/2023 Final Plat Submitted to Town 12/4/2023 Final Plat Submitted to P&Z 12/5/2023 P&Z Mtg - Consider Final Plat 12/19/2023 Construction 12/19/2023 GMP # 1 Activities A S O N D J F M A M J J A S O N D J F M A M J J Half 1, 2023 Half 2, 2023 Half 1, 2024 Half 2, 2024 Half 1, 2025 Town of Prosper - Raymond Community Park - Master Project Schedule - GMP #s 1 and 2 Updated on 09 MAR 2024 Printed on Wed 7/17/24 Page 111 Item 10. ID Description Biz Days Start Finish 47 Notice to Proceed w/GMP 1 - 19 DEC 2024 0 days Tue 12/19/23Tue 12/19/23 48 Erosion Control 180 days Tue 12/19/23 Thu 8/29/24 49 Tree protection/ Temporary fence 180 days Tue 12/19/23 Thu 8/29/24 50 Demo / Earthwork 127 days Tue 12/19/23 Fri 6/14/24 56 Electrical 125 days Fri 3/1/24 Mon 8/26/24 57 Irrigation Sleeving 20 days Fri 3/1/24 Thu 3/28/24 51 Storm Sewer Submittals from Sub 10 days Fri 4/12/24 Thu 4/25/24 52 Storm Submittal Review 10 days Fri 4/26/24 Thu 5/9/24 53 Storm Material Lead Time 20 days Fri 5/10/24 Fri 6/7/24 54 Utilities - Storm Sewer 43 days Mon 6/10/24 Thu 8/8/24 55 Paving and Firelane with Lime 65 days Tue 7/9/24 Tue 10/8/24 58 GMP # 1 Substantial Completion - 09 SEPT 2024 5 days Wed 10/9/24Tue 10/15/24 59 GMP # 1 Punchlist Completion 15 days Wed 10/16/24Tue 11/5/24 60 GMP # 1 Final Completion/Town Acceptance 01 OCT 20241 day Wed 11/6/24 Wed 11/6/24 61 GMP # 2 Activities 316 days?Tue 5/28/24 Mon 8/25/25 62 Council Approval Delay 0 days Tue 5/28/24 Tue 5/28/24 65 GMP #2 Construction Work 231 days Wed 5/29/24 Thu 4/24/25 95 Construction Layout 180 days?Thu 5/30/24 Thu 2/13/25 70 Moisture Conditioning @ Pickleball 20 days?Thu 6/20/24 Thu 7/18/24 67 Site Concrete 180 days Thu 6/27/24 Thu 3/13/25 80 Restroom Concession Building 60 days?Thu 6/27/24 Fri 9/20/24 69 Pickleball Courts 120 days?Fri 7/19/24 Thu 1/9/25 71 Fabric Shade Structure Foundations 37 days?Fri 7/26/24 Tue 9/17/24 76 Bleacher Shade Structures 100 days?Tue 7/30/24 Thu 12/19/24 77 Dugout Metal Roofs 40 days?Tue 7/30/24 Tue 9/24/24 68 Limestone Block walls 80 days?Thu 8/1/24 Thu 11/21/24 84 Ballfield Clay and Conditioner 40 days?Thu 8/1/24 Thu 9/26/24 90 Playground shade Structure Foundation 20 days?Thu 8/1/24 Wed 8/28/24 72 Fence Posts 27 days?Thu 8/22/24 Mon 9/30/24 87 Fine Grade 180 days?Thu 8/29/24 Wed 5/14/25 101 Water well 47 days?Thu 9/12/24 Fri 11/15/24 74 Backstop Nets Posts 12 days?Tue 9/17/24 Wed 10/2/24 63 Erosion Control 138 days Mon 10/14/24Tue 4/29/25 64 Tree Protection/ Temporary Fence 115 days Mon 10/14/24Thu 3/27/25 66 Electrical (Long Lead Items from GMP # 01)115 days Mon 10/14/24Thu 3/27/25 73 Fence 30 days Tue 10/15/24Mon 11/25/24 83 Dumpster Enclosure 40 days?Wed 10/16/24Thu 12/12/24 91 CXT Building at Playground 60 days?Thu 10/17/24 Tue 1/14/25 85 Irrigation System with Town Water 80 days?Thu 10/24/24 Tue 2/18/25 92 Handrails/Guardrails 80 days?Wed 11/6/24 Mon 3/3/25 89 Playground 45 days?Fri 11/15/24 Wed 1/22/25 75 Backstop Nets 20 days Mon 12/16/24Tue 1/14/25 81 Aluminum Bleacher Seating 20 days?Thu 12/19/24 Fri 1/17/25 94 Site Masonry 46 days?Thu 12/26/24 Fri 2/28/25 93 Site Amenities 62 days?Thu 1/2/25 Fri 3/28/25 86 Landscape 80 days Thu 1/9/25 Wed 4/30/25 12/19/2023 Notice to Proceed w/GMP 1 - 19 DEC 2024 12/19/2023 Erosion Control 12/19/2023 Tree protection/ Temporary fence 12/19/2023 Demo / Earthwork 3/1/2024 Electrical 3/1/2024 Irrigation Sleeving 4/12/2024 Storm Sewer Submittals from Sub 4/26/2024 Storm Submittal Review 5/10/2024 Storm Material Lead Time 6/10/2024 Utilities - Storm Sewer 7/9/2024 Paving and Firelane with Lime 10/9/2024 GMP # 1 Substantial Completion - 09 SEPT 2024 10/16/2024 GMP # 1 Punchlist Completion 11/6/2024 GMP # 1 Final Completion/Town Acceptance 01 OCT 2024 5/28/2024 GMP # 2 Activities 5/28/2024 Council Approval Delay 5/29/2024 GMP #2 Construction Work 5/30/2024 Construction Layout 6/20/2024 Moisture Conditioning @ Pickleball 6/27/2024 Site Concrete 6/27/2024 Restroom Concession Building 7/19/2024 Pickleball Courts 7/26/2024 Fabric Shade Structure Foundations 7/30/2024 Bleacher Shade Structures 7/30/2024 Dugout Metal Roofs 8/1/2024 Limestone Block walls 8/1/2024 Ballfield Clay and Conditioner 8/1/2024 Playground shade Structure Foundation 8/22/2024 Fence Posts 8/29/2024 Fine Grade 9/12/2024 Water well 9/17/2024 Backstop Nets Posts 10/14/2024 Erosion Control 10/14/2024 Tree Protection/ Temporary Fence 10/14/2024 Electrical (Long Lead Items from GMP # 01) 10/15/2024 Fence 10/16/2024 Dumpster Enclosure 10/17/2024 CXT Building at Playground 10/24/2024 Irrigation System with Town Water 11/6/2024 Handrails/Guardrails 11/15/2024 Playground 12/16/2024 Backstop Nets 12/19/2024 Aluminum Bleacher Seating 12/26/2024 Site Masonry 1/2/2025 Site Amenities 1/9/2025 Landscape A S O N D J F M A M J J A S O N D J F M A M J J Half 1, 2023 Half 2, 2023 Half 1, 2024 Half 2, 2024 Half 1, 2025 Town of Prosper - Raymond Community Park - Master Project Schedule - GMP #s 1 and 2 Updated on 09 MAR 2024 Printed on Wed 7/17/24 Page 112 Item 10. ID Description Biz Days Start Finish 78 Entry Gateways 20 days?Mon 1/20/25 Fri 2/14/25 79 Coit Road Monument Signs 20 days?Mon 1/20/25 Fri 2/14/25 88 Turf Establishment 60 days?Fri 3/7/25 Fri 5/30/25 100 Rain Delay 14 days Tue 5/13/25 Mon 6/2/25 82 Parking Lot Striping 10 days?Fri 5/16/25 Fri 5/30/25 99 Owner's Weather Float 32 days?Tue 6/17/25 Thu 7/31/25 96 GMP # 2 Substantial Completion - 01 August 2025 1 day Fri 8/1/25 Fri 8/1/25 97 GMP # 2 Punchlist Completion 15 days Mon 8/4/25 Fri 8/22/25 98 GMP # 2 Final Completion/Town Acceptance 25 AUGUST 2025 1 day Mon 8/25/25 Mon 8/25/25 1/20/2025 Entry Gateways 1/20/2025 Coit Road Monument Signs 3/7/2025 Turf Establishment 5/13/2025 Rain Delay 5/16/2025 Parking Lot Striping 6/17/2025 Owner's Weather Float 8/1/2025 GMP # 2 Substantial Completion - 01 August 2025 8/4/2025 GMP # 2 Punchlist Completion 8/25/2025 GMP # 2 Final Completion/Town Acceptance 25 AUGUST 2025 A S O N D J F M A M J J A S O N D J F M A M J J Half 1, 2023 Half 2, 2023 Half 1, 2024 Half 2, 2024 Half 1, 2025 Town of Prosper - Raymond Community Park - Master Project Schedule - GMP #s 1 and 2 Updated on 09 MAR 2024 Printed on Wed 7/17/24 Page 113 Item 10. Town of Prosper & Consultant PSA - Exhibit AScope of Services & Compensation - Raymond ParkUpdated 02 AUG 2024Printed on 8/2/2024 at 2:47 PM1.0 Preconstructionw/Below1.A Project Discovery, Goals & Project Definition1.0 Project Leadership Interviews✔2.0 Project Goal Setting✔3.0 Project Stakeholder Interviews✔4.0 Physical Asset Discovery & Documentation Review✔5.0 Manage Physical Asset Evaluation Process (by 3rd Party Subject Matter Experts)6.0 Current & Projected Needs Assessment7.0 Project Scope Definition✔1.B Goal-setting, Scheduling & Information Management1.0 Project Implementation Plan ✔2.0 Communication & Information Management Plan3.0 Conceptual Master Project Schedule ✔4.0 Conceptual Construction Phasing Plan5.0 Detailed Master Project Schedule✔1.C Cost Management1.0 Programmatic Construction Cost Estimate – One Scheme✔2.0 Programmatic Construction Cost Estimate – Additional Schemes (Each)3.0 Owner’s Development Budget Validation✔4.0 Conceptual Design Construction Cost Estimate – One Scheme✔5.0 Conceptual Design Construction Cost Estimate – Additional Schemes (Each)6.0 Cash Flow Prediction✔7.0 50% Schematic Design Construction Cost Estimate (Assumes Single Scheme)8.0 100% Schematic Design Construction Cost Estimate (Assumes Single Scheme)✔9.0 Validation of GC’s Initial Construction Cost Estimate✔10.0 50% Design Development Construction Cost Estimate (Assumes Single Scheme)11.0 GC’s Estimate Validation at 100% Design Development✔12.0 Validation of the GC’s Proposed Final Guaranteed Maximum Price (GMP)✔13.0 Value Engineering, Life Cycle Cost Analysis and Evaluation of New Alternatives✔14.0 Coordination of Furnishings, Fixtures & Equipment (FF&E), IT, AV and Security Budgets1.D Best Value Procurement Processes1.0 “Owner-friendly” Design Team Selection Strategies2.0 Design Team Selection Assistance3.0 “Owner-friendly” Contracting Team Selection Strategies4.0 Contracting Team Selection Assistance✔Service Item #CompleteCompleteCompleteCompleteDescriptionLevel of Service240802 PRYP ToP-PPV PSA Exhibit A - Services REV 05.00 to TeamPage 1 of 5© 2024 Peak Program Value, LLC All Rights ReservedPage 114 Item 10. Town of Prosper & Consultant PSA - Exhibit AScope of Services & Compensation - Raymond ParkUpdated 02 AUG 2024Printed on 8/2/2024 at 2:47 PMService Item #DescriptionLevel of Service5.0 Contractor/Sub Prequals, Solicitation, Bid Analysis & Award Recommendation Validation✔1.E Ongoing Preconstruction Services - From Start Date to Notice to Proceed for Construction1.0 Interactive Work Sessions and Meetings Required for Basic Preconstruction Services✔Services Duration = Current Project Contract Schedule; Extensions Calc'd at Monthly Rate2.0 Construction2.A One Time Tasks - Set Up Project Controls & Information Management Systems1.0 Cost Management Options Review✔2.0 Schedule Management Options Review✔3.0 Information Management Options Review✔4.0 Set Up the Chosen Systems, Processes & Tools for Tracking:✔ .1 Budgets Against Commitments✔ .2 Proposed Change Orders✔ .3 Pending Commitments✔ .4 GC, Design Team, and Consultant Contract Changes✔ .5 Contingency Use Log(s)✔ .6 Commitments vs. Budget✔ .7 Payments vs. Commitments✔5.0 Set Up Buyout Savings Tracking Process with GC✔6.0 Set Up the Allowances & Furnishings/Equipment Budget Tracking System✔7.0 Review Project Controls Systems with Team✔8.0 Project Controls Systems Training for Architect & Owner Team✔One Time Tasks - Set Up Project Controls & Information Management Systems2.B Ongoing Project Control Services - Cost, Schedule & Information Management 1.0 Ongoing Cost Management✔2.0 Ongoing Schedule Management✔3.0 Ongoing Information Management✔4.0 Meetings During Construction: .1 Project ExecutiveMonthly .2 Senior Project Manager .3 Project Manager4X per Month .4 Assistant PM5.0 Review Project Status & Interview Team Members✔Complete240802 PRYP ToP-PPV PSA Exhibit A - Services REV 05.00 to TeamPage 2 of 5© 2024 Peak Program Value, LLC All Rights ReservedPage 115 Item 10. Town of Prosper & Consultant PSA - Exhibit AScope of Services & Compensation - Raymond ParkUpdated 02 AUG 2024Printed on 8/2/2024 at 2:47 PMService Item #DescriptionLevel of Service6.0 Read Weekly Meeting Minutes & Status Logs✔7.0 Reporting to Owner4X per Month8.0 Review Applications for Payment Monthly:✔ .1 Note Compliance with the Contract and Standards of the Industry✔ .2 Compare Scheduled/Completed Work vs. Amount Billed✔ .3 Review Appropriateness of Contingency Reallocations✔ .4 Validate Proper Documentation of Expenditures✔ .5 Track Use of Allowances✔ .6 Track Invoices for Furnishings & Equipment✔ .7 Confirm Buyout Savings Status✔9.0 Update Owner's Budget✔10.0 Maintain and Update Project Budget Tracking System✔11.0 Publish Monthly Reports wExecutive Summary + Detailed Findings✔12.0 Establish Schedule Tracking Procedures✔13.0 Validate GC’s Proposed Change Requests (up to a Max of 5.0% of GC’s Contract Amount) 5.0% (5.0% CO Max is Calculated on Contract without Owner's Owner's Contingency Line Included) (Evaluating & Negotiating COs Above this 5.0% Amount Is An Additional Service)14.0 Validate Project Turnover, Start-up, Owner Move-in, and Closeout Procedures✔Ongoing Project Control Services - Cost, Schedule & Information Management 2.C Owner Stakeholder Management1.0 Provide Direct Interface with End‐users and Other Stakeholders as Required2.0 Maintain a Single Point of Project Contact for the Owner Team3.0 Provide Briefings of Officials, Council, Boards, Commissions, & Ad‐hoc Committees4.0 Plan, Coordinate & Lead Project Update Meetings & Status Report Distribution for Above5.0 Provide a Public Communication Plan for Neighborhoods & Community‐wide Citizens6.0 Assist Staff in Coordination of Ground‐breaking, Announcements & Press Conferences7.0 Coordinate Design, Approval & Placement of Project Signage7.0 Serve as the Owner's Point of Contact during Construction8.0 Conduct Construction Update Meetings at Construction Sites 2.D Quality Management1.0 Coordinate Project Close Out, including Obtaining Final As‐Built Plans from Contractor✔2.0 Monitor Construction Progress✔3.0 Advise the Owner of Any Observations of Non‐Conforming Work or Other Quality Concerns✔Services Duration = Current Project Contract Schedule; Extensions Calc'd at Monthly Rate BelowThese Services to be Provided by the Town of Prosper(KB)240802 PRYP ToP-PPV PSA Exhibit A - Services REV 05.00 to TeamPage 3 of 5© 2024 Peak Program Value, LLC All Rights ReservedPage 116 Item 10. Town of Prosper & Consultant PSA - Exhibit AScope of Services & Compensation - Raymond ParkUpdated 02 AUG 2024Printed on 8/2/2024 at 2:47 PMService Item #DescriptionLevel of Service4.0 Manage the Geotechnical Investigations and Develop Contracts for Geotechnical Firms✔5.0 Review Results from Geotechnical Investigations✔6.0 Review Contractor's Quality Control Plan ✔7.0 Provide Oversight of Owner's Quality Assurance Plan✔8.0 Review Submittals Prepared by the Contractor & Processed by the Design Team✔9.0 Coordinate Owner Staff Review of Submittals Where RequiredBy ToP (KB)10.0 Coordinate Owner Vendors, to Include Security, Data, Telecom, & Move ManagementBy ToP (KB)11.0 Coordinate Furnishings Installation (Furnishings Procurement by Others)By ToP (KB)12.0 Coordinate Owner's Architect's Site Visits & Facilty's Punchlist Distribution/TrackingBy Dunaway13.0 Monitor Contractor's Completion of Punchlist Items & Architect's Confirmation of SameBy Dunaway14.0 Coordinate Owner's Commissioning Consultant's Site Visits & Review ReportsNot Required15.0 Monitor Contractor's Compliance w/Commissioning Consultant's Findings & Final Cx ReportNot Required16.0 Coordinate Turnover of Closeout Documention & Project Information Management System✔17.0 Coordinate Owner's Architect's 11 Month Warranty Site Visit & Distribution FindingsBy ToP (KB)2.E Support Services for Other Owner Project Management Responsibilities1.0Issue “Notices to Proceed” on Appropriate Phases✔2.0Coordinate TAS Consultant's Site Visit(s) & Review TAS Consultant's FindingsBy DunawaySupport Services for Other Owner Project Management Responsibilties9,450 141,75037,800 179,55023,450 3,140 206,140Preconstruction Services: Original Scope of WorkPreconstruction Services: Added $2M Funding - Scope & Budget ManagementConstruction Services Fees for Project Controls (Assumes 19 Months)Preconstruction + Construction Project Control Services (Original + Amndt # 1)Original PSA Construction Services: 01 MAR 2024 to 31 MAY 2025 (Cost per Month)Original PSA Construction Services Fees for Project Controls (15 Months x $ 9,450)Construction Services: Assumes 01 MAR 2024 to 30 SEP 2025 (Add 4 Months)Additional Services for PPV's PSA Amendment #01240802 PRYP ToP-PPV PSA Exhibit A - Services REV 05.00 to TeamPage 4 of 5© 2024 Peak Program Value, LLC All Rights ReservedPage 117 Item 10. Town of Prosper & Consultant PSA - Exhibit AScope of Services & Compensation - Raymond ParkUpdated 02 AUG 2024Printed on 8/2/2024 at 2:47 PMService Item #DescriptionLevel of Service3.03.1 Safety Plan and Logistics Coordination Are Solely the Resonsibilty of the Contractor Excluded3.2 Quality Management of Materials & Installation Are Solely the Resonsibilty of the Contractor Excluded3.3 Consultant Will Be Performing Onsite Observations, not Continuous or Exhaustive Inspections Excluded3.4 Consultant Will Not be Held Responsible for Contractor's or Vendor's Nonconforming Work Excluded3.5 Consultant is Not Responsible for Architect's or Contractor's Failure to Perform Excluded3.6 Fees for for Architect's or Contractor's Failure to Perform, or Project Delays are Add Services Excluded3.7 Design, Procurement, and Delivery of Furnishings is by Others Excluded3.8 Design, Procurement, and Delivery of Security, Data, Telecom Equipment is by Others Excluded3.9 Services Not Checked in Sections Above (Even if Included In PSA Exhibit A) Are Excluded ExcludedTask Order Clarifications & Exclusions240802 PRYP ToP-PPV PSA Exhibit A - Services REV 05.00 to TeamPage 5 of 5© 2024 Peak Program Value, LLC All Rights ReservedPage 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 132 Item 10. Page 133 Item 10. Page 1 of 2 To: Mayor and Town Council From: Dan Baker, Director of Parks and Recreation Through: Mario Canizares, Town Manager Robyn Battle, Executive Director Re: Second Amendment to a Professional Services Agreement Town Council Meeting – August 27, 2024 Strategic Visioning Priority: 1. Acceleration of Infrastructure Agenda Item: Consider and act upon approval of an amendment to a professional services agreement with Dunaway Associates, LLC, for additional design and construction administration services related to the development of Raymond Community Park in the amount of $61,000. Description of Agenda Item: The Town entered into a Professional Services Agreement with Dunaway Associates, LLC, for the design of Raymond Community Park in March of 2022. The scope of design services has been increased since the execution of the original Professional Services Agreement due to additional scope added at the Town’s request and the time involved in the planning and execution of those items. The additional design services are as follows: 1. Multi-Use Field Irrigation: $9,000 The Multi-Use Field irrigation was noted for temporary irrigation for turf establishment. Per the Town’s request, Dunaway is now designing a full irrigation system that may be connected into the overall system if funding allows. 2. Construction Admin: $18,000 The original contract had a maximum of 18 progress meetings; to date we have had 8 total meetings (6 virtual and 2 in person). Per the Construction Manager-At-Risk (CMAR’s) construction schedule provided with their Guaranteed Maximum Price (GMP) # 2 Amendment, the CMAR will be wrapping up construction in Quarter 3 2025, which is an extension of 4 months from the original plan, primarily due to weather delays and scope changes. The construction management team has requested additional construction administration including additional weekly in person and virtual meetings until project completion. 3. Two Separate Bid Packages / Additional Bid Phase (work already complete): $30,000 Per the original contract, “It is anticipated that the Phase I park design will be prepared as PARKS AND RECREATION Page 134 Item 11. Page 2 of 2 one bid package.” To expedite the construction phase, to avoid 4 months of cost escalation, and to meet the Town’s goal of starting construction in Quarter 1 of 2024, the project team agreed to request an early grading package (Bid Package #1 – Utilities, Grading, & Earthwork) and then a site development package (Bid Package #2 – Overall Site amenities). Therefore, having already prepared one full bid package, Dunaway had to begin coordinating the detailed components of two bid packages with both Peak Program Value, LLC, (PPV) the Town’s project management consultant and the CMAR. This included numerous calls, emails, and administrative tasks with PPV and CMAR. Dunaway and all disciplines then prepared two full bid packages (plans, specifications, coordination with bid forms, etc.) for CMAR to use in the bidding of two packages. In addition, to meet the Town’s initial budget goal (and have flexibility if/when future funding was made available), the project team decided to use scope as the contingency to absorb predicted marketplace escalation. Dunaway was very cooperative in identifying and documenting over two dozen alternatives in the GMP #2 bid package. This turned out to be a prudent approach, given both the subcontractor bids validating the predicted base cost, and the additional resources currently available for the project now. 4. Electrical Easement Preparation (work already complete): $4,000 The Town requested Dunaway to prepare and document the easement associated with the main electrical service to ensure CoServ could begin work ahead of the plat being accepted. Budget Impact: The original contract amount was $1,091,600, plus the addition of $261,250 for Contract Amendment No. 1 brought the total cost of services to $1,352,850. The total revised contract amount including $61,000 for Contract Amendment No. 2 will be $1,413,850. The original budget was $1,200,000. Additional funding for this amendment is available in account 750-5410-10-00- 2122-PK. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached documents as to form and legality. Attached Documents: 1. Dunaway Contract Amendment #2 Town Staff Recommendation: Town Staff recommends approval of the amendment to the professional services agreement with Dunaway Associates, LLC, for additional design services for Raymond Community Park. Proposed Motion: I move to approve an amendment to the professional services agreement with Dunaway Associates, LLC, for additional design services for Raymond Community Park in the amount of $61,000. Page 135 Item 11. CONTRACT AMENDMENT #1 Version 05/22 PAGE 1 OF 4 CONTRACT AMENDMENT #2 BETWEEN THE TOWN OF PROSPER, TEXAS, AND DUNAWAY ASSOCIATES, LLC FOR THE RAYMOND COMMUNITY PARK PHASE 1 PROJECT 2122-PK This Contract Amendment for Professional Services, hereinafter called “Amendment,” is entered into by the Town of Prosper, Texas, a municipal corporation, duly authorized to act by the Town Council of said Town, hereinafter called “Town,” and Dunaway Associates, LLC, a company authorized to do business in Texas, acting through a duly authorized officer, hereinafter called “Consultant,” relative to Consultant providing professional engineering services to Town. Town and Consultant when mentioned collectively shall be referred to as the “Parties.” W I T N E S S E T H: WHEREAS, the Town previously engaged the services of the Consultant in connection with Raymond Community Park Phase I Project 2122-PK to be located at 201 Coit Road, hereinafter called “Project”; and WHEREAS, the Parties previously entered into an professional services agreement regarding the Project on or about March 21, 2022, in the amount of one million, ninety-one thousand, six hundred dollars ($1,091,600), hereinafter called the “Original Agreement”; and WHEREAS, the Parties previously amended the professional services agreement regarding the Project on or about September 26, 2023, to add scope of services and additional compensation in the amount of two hundred and sixty-one thousand, two hundred and fifty dollars ($261,250), hereinafter called the “Amendment #1”; WHEREAS, the Parties now desire to amend the Original Agreement plus Amendment #1 to increase the scope of services and compensation provided to include multi-use field irrigation design, construction administration, two separate bid packages, and preparation of an electrical easement. For the mutual promises and benefits herein described, Town and Consultant agree to amend the Original Agreement as follows: 1. Additional Services to be Performed by Consultant. The Parties agree that Consultant shall perform such additional services as are set forth and described in Exhibit A1 – Scope of Services and incorporated herein as if written word for word. All references in the Original Agreement to “Exhibit A” are hereby amended to state “Exhibits A and A1.” 2. Additional Compensation of Consultant. Town agrees to pay to Consultant for the satisfactory completion of all services included in this Amendment a total additional fee of sixty-one thousand dollars ($61,000) for the additional services as set forth and described in Exhibit B1 – Compensation Schedule and incorporated herein as if written word for word. All references in the Original Agreement to “Exhibit B” are hereby amended to state “Exhibits B and B1.” 3. Revised Compensation for Consultant's Services. Paragraph 4 of the Original Agreement plus Amendment #1 is hereby amended with the addition of this Amendment #2 to increase Consultant's total compensation by deleting one million, three hundred fifty-two thousand, eight hundred and fifty dollars ($1,352,850) and replacing it with one million, four hundred thirteen thousand, eight hundred and fifty dollars ($1,413,850). 4. Original Agreement. All other provisions and terms of the Original Agreement shall remain in full force and effect and this Amendment to the Original Agreement shall in no way release, affect, or impair any other provision or responsibility contained in the Original Agreement. Page 136 Item 11. CONTRACT AMENDMENT #1 Version 05/22 PAGE 2 OF 4 IN WITNESS WHEREOF, the Parties, having read and understood this Amendment, have executed such in duplicate copies, each of which shall have full dignity and force as an original, on the _______ day of _______________________, 20____. DUNAWAY ASSOCIATES, LLC By: Signature Philip Neeley Printed Name Senior Engagement Manager Title August 02, 2024 Date TOWN OF PROSPER, TEXAS By: Signature Mario Canizares Printed Name Town Manager Title Date Page 137 Item 11. CONTRACT AMENDMENT #1 Version 05/22 PAGE 3 OF 4 EXHIBIT A1 SCOPE OF SERVICES CONTRACT AMENDMENT #2 BETWEEN THE TOWN OF PROSPER, TEXAS, AND DUNAWAY ASSOCIATES, LLC FOR THE FIRST & COIT COMMUNITY PARK (RAYMOND COMMUNITY PARK) PHASE 1 PROJECT 2122-PK I. PROJECT DESCRIPTION Design and plan development for Multi-Use field irrigation, additional construction administration services, preparation of two separate bid packages, and preparation of electrical easement. II. TASK SUMMARY Task 1 – Multi-Use Field Irrigation: The Multi-Use Field irrigation (sheets L5.01-L5.06; L5.08-L5.09, for a total of 9 sheets) was noted for temporary irrigation. At the request of the Town, Dunaway is now designing a full irrigation system that will be connected into the overall system. Task 2 – Construction Administration: Additional weekly construction meetings (anticipating 52 additional weekly meetings to join). 38 virtual meetings and 14 in person meetings, and other meetings as normally and reasonably required to provide Construction Administration Services as shown in Exhibit C1 – GMP # 2 Project Schedule. Task 3 – Bid Packages / Bid Phase: Coordination and preparation of two separate bid packages (plans, specifications, coordination with bid forms, etc.) and administrative tasks associated with these efforts for the CMAR to use in the bidding of two packages. Task 4 – Electrical Easement: Prepare and document the easement associated with the main electrical service. III. DELIVERABLES Task 1 – Multi-Use Field Irrigation Final construction documents Task 2 – Construction Administration Attend 52 additional weekly meetings (38 virtual & 14 in person) , and other meetings as normally and reasonably required to provide Construction Administration Services as shown in Exhibit C1 – GMP # 2 Project Schedule Task 3 – Bid Packages / Bid Phase Coordination and preparation of two separate bid packages Task 4 – Electrical Easement: Prepare final electrical easement Page 138 Item 11. CONTRACT AMENDMENT #1 Version 05/22 PAGE 4 OF 4 EXHIBIT B1 COMPENSATION SCHEDULE CONTRACT AMENDMENT #2 BETWEEN THE TOWN OF PROSPER, TEXAS, AND DUNAWAY ASSOCIATES, LLC FOR THE FIRST & COIT COMMUNITY PARK (RAYMOND COMMUNITY PARK) PHASE 1 PROJECT 2122-PK I. COMPENSATION SCHEDULE Task Completion Schedule Compensation Schedule Notice-to-Proceed Month Year Task 1 – Multi-Use Field Irrigation August 2024 $9,000 Task 2 – Construction Administration Task 3 – Bid Packages / Bid Phase Task 4 – Electrical Easement August 2022 August 2024 August 2024 $18,000 $30,000 $4,000 Total Compensation $61,000 II. COMPENSATION SUMMARY Basic Services (Lump Sum) Amount Task 1 – Multi-Use Field Irrigation Task 2 – Construction Administration $9,000 $18,000 Task 3 – Bid Packages / Bid Phase $30,000 Total Basic Services: $57,000 Special Services (Hourly Not-to-Exceed) Amount Task 4 – Electrical Easement $4,000 Total Special Services: $4,000 Direct Expenses Amount None $0,000 Total Direct Expenses: $0,000 Page 139 Item 11. Page 1 of 7 To: Mayor and Town Council From: David Hoover, AICP, Director of Development Services Through: Mario Canizares, Town Manager Chuck Ewings, Assistant Town Manager Re: Multifamily Zoning Ordinance Amendments Town Council Meeting – August 27, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Conduct a Public Hearing to consider and act upon an ordinance amending Article 2, Division 13 – Multifamily District; Article 4, Division 4, Section 4.4.3 – Non-Residential and Multifamily Parking Provisions; and Article 4, Division 8 - Non-Residential & Multifamily Design and Development of the Town of Prosper Zoning Ordinance to modify Multifamily development standards. (ZONE-24- 0019) Background: On November 7, 2023, the Planning & Zoning Commission held a public hearing to discuss modifications to multifamily standards (Case No. ZONE-23-0024). The Commission voted unanimously to recommend approval of the proposal. Town Council considered the item on November 14, 2023, and tabled the case to December 12, 2023. At this December meeting, the Council again tabled the item to January 9, 2024. It was then that the item was tabled indefinitely. At a subsequent workshop, the Council requested that a revised version of the ordinance be brought forward for consideration. The primary modifications to the proposed ordinance were: 1. Removal of a specific density requirement; and 2. The addition of a statement that for any Planned Development District approved by the Town prior to the adoption of this Ordinance, and for which there is no number of multifamily units stated therein, then the permitted number of multifamily units is the number of multifamily units authorized by the Town’s Zoning Ordinance on the date of adoption of said Planned Development District. On August 20, 2024, the Planning & Zoning Commission voted unanimously to recommend approval of the ordinance with a modification of Article 2, Division 13, Section 2.13.2(H) to allow cladding the garage to match the façade of the attached multifamily when the garag e is not fully PLANNING Page 140 Item 12. Page 2 of 7 wrapped by residential units and a similar modification to the language in Article 4, Division 4, Section 4.4.3(U). The proposed ordinance had stated that, “Multifamily structures shall have a wrap-around configuration that consists of central garage surrounded by the residential units on the exterior of the building.” However, in some cases not all sides of the building may be wrapped by residential units. Additionally, taller buildings may be constructed in a podium style where all of the residential units are above the garage. In these instances, it would be appropriate to have cladding on the exterior of the garage that will give it the appearance of the attached residential units. The red-line and final ordinance has been updated accordingly, as follows: Article 2, Division 13, Section 2.13.2(H) Original: Building Configuration: Multifamily structures shall have a wrap-around configuration that consists of central garage surrounded by the residential units on the exterior of the building. Updated: Building Configuration: Multifamily structures shall have a wrap-around configuration that consists of central garage surrounded by the residential units on the exterior of the building. In cases where the residential units do not fully wrap the exterior or are constructed above the garage, the garage shall be cladded to match the appearance of the residential structure. Article 4, Division 4, Section 4.4.3(U) Original: Multifamily parking shall be in a structured garage that is wrapped by the residential units, as described in Chapter 2, Section 13.2.H. Any surface parking associated with a Multifamily development for leasing area, guest parking, retail uses, etc. is only allowed between the building and a public street when located at or beyond the required landscape setback and screened with a headlight screen of earthen berms and/or a row of shrubs. Updated: Multifamily parking shall be in a structured garage that is wrapped by the residential units or cladded to match the exterior of the attached residential units, as described in Article 2, Division 13, Section 13.2.H. Any surface parking associated with a Multifamily development for leasing area, guest parking, retail uses, etc. is only allowed between the building and a public street when located at or beyond the required landscape setback and screened with a headlight screen of earthen berms and/or a row of shrubs. Description of Agenda Item: The regulations for Multifamily development are addressed within the Town’s Zoning Ordinance. The purpose of this amendment is to modify the regulations and standards for Multifamily development to align with the Comprehensive Plans’ guiding principle of Quality Development, which is to maintain the community’s small-town feel by ensuring quality development occurs in a cohesive manner, compatible with neighboring developments. A summary of the modifications is as follows: 1. Limits Multifamily developments to the areas designated for this use in the Comprehensive Plan and as identified on the Future Land Use Plan. 2. Requires that Multifamily development can only be approved within a Planned Development. Page 141 Item 12. Page 3 of 7 3. Removes a density requirement, as this can be determined on a case-by-case basis. 4. Removes setbacks and lot area requirements, as these can be determined on a case-by- case basis. 5. Requires compliance with the Dallas North Tollway Design Guidelines. 6. Increases the maximum height allowance from three stories and 50 feet to eight stories and 110 feet. 7. Establishes a building configuration for Multifamily structures, requiring a wrap-around configuration with a central garage surrounded by the residential units. 8. Creates a mixed-use opportunity by allowing the first floor of the building to be used for residential or retail uses. A minimum fourteen feet ceiling height for the first floor will accommodate retail uses. 9. Limits the height of the interior garage so that it will not exceed the height of the exterior building, and all associated appurtenances, such as an elevator shaft or mechanical equipment, shall be completely screened. 10. Modifies parking stall dimensions for structured parking garages from 18 feet by 8.5 feet to 20 feet by 9 feet. 11. Modifies Multifamily parking standards to reflect the updated parking garage requirement from individual unit parking garages. 12. Removes Multifamily design and development standards. These criteria will be addressed in Planned Development standards. Comprehensive Plan: The Comprehensive Plan identifies Multifamily in the following Districts, which are identified on the Future Land Use Plan:  High Density Residential - Apartments are to be a conditional primary use.  Dallas North Tollway District - Apartments are to be a conditional primary use.  Town Center District - Apartments are to be secondary in nature to a primary use.  Old Town District - Apartments are to be a conditional primary use. Future Land Use Plan Map: Page 142 Item 12. Page 4 of 7 In the Town Center District and Old Town District, there is zoning for Multifamily and construction underway on apartments developments. High Density Residential is recommended for development of higher density single family, townhomes, duplexes and senior housing, in addition to apartments. The Dallas North Tollway District is identified for apartments as a primary use with conditional standards. As such, Staff recommends that all future Multifamily zoning be limited to the areas designated in the Comprehensive Plan, as identified on the Future Land Use Plan, and within Planned Developments. This recommendation is in conformance with the following goals from the Comprehensive Plan. Goal 1. Provide a variety of desirable land uses that diversify the tax base and enable all types of people to live, work, shop, eat, and relax in Prosper. Objective 1.11: Utilize the Dallas North Tollway (DNT) District to accommodate all new multi-family developments in a mixed-use setting with structured garage parking. Goal 3. Protect the quality and integrity of Prosper’s neighborhoods. Objective 3.1: Encourage the development of quality housing throughout Prosper that meets the needs of a diversity of housing needs, taking into consideration, among other things, data relating to age and income, for the full life-cycle of citizens to include, but not limited to: • Promote housing types and affordability for families with children, single parents with children, young adults just leaving home, young professionals, empty-nesters, retirees, and the elderly. • Promote an adequate supply of workforce housing throughout Prosper for those who work in the service industry in Prosper. • Promote neighborhood desirability, value, and reinvestment. The following section is from the Comprehensive Plan and describes the Dallas North Tollway District. Staff responses are included to indicate how the proposed amendments to the Zoning Ordinance fulfill the directives and vision for this District. Dallas North Tollway District The Dallas North Tollway District will consist of the most intense land uses within Prosper. A diverse mixture of office, retail, and residential will likely develop along the corridor. Mid-rise office (up to 12 stories) may be permitted throughout the corridor. Office buildings should be designed for a “campus feel”—they should be oriented towards common public space with significant landscaping and should be linked by a pedestrian network. A common architectural theme should also be established for a consistent visual appearance. Mixed-use development should be encouraged and should contain a mixture of office, retail and residential uses. Mixed-use lofts/apartments would be the most appropriate residential use within this District. Structured parking should be encouraged in more intense areas to limit the presence and visibility of large parking lots. Structured parking should be oriented to minimize visibility from the Tollway. The Page 143 Item 12. Page 5 of 7 Town may explore an overlay zoning district to better accommodate the pref erred development outcomes in the Dallas North Tollway District. Multi-family development must be well-planned and accounted for within Town limits. With more multi-family development requests, locations and standards for such development must be carefully considered to meet the Town’s expectations. Proposed Amendments:  Limit Multifamily developments to the areas designated in the Comprehensive Plan, as identified on the Future Land Use Plan.  Multifamily development can only be approved within a Planned Development. While North Texas multi-family development has historically been associated with sprawling, garden-style apartments from the 20th century, multi-family developments have greatly improved since the start of the 21st century. For instance, many multi-family developers are not constructing garden-style apartment complexes, but modern, higher density, multi-family developments that are attractive to young professionals and empty nesters. Proposed Amendments:  Multifamily structures will have a wrap-around configuration with a central garage surrounded by the residential units.  The height of the garage shall not exceed the height of the exterior building and all associated appurtenances, such as an elevator shaft or mechanical equipment, shall be completely screened.  Modification of parking stall dimensions for structured parking garages from 18 feet by 8.5 feet to 20 feet by 9 feet.  Modification of Multifamily parking standards to reflect the updated parking garage requirement from individual unit parking garages. These developments are typically of a high-quality appearance and provide luxury amenities like dog parks and pet cleaning stations, saltwater pools, structured or covered parking, saunas, and innovative clubhouses. Proposed Amendments:  Multifamily development can only be approved within a Planned Development, and amenity standards can be determined with the zoning criteria for the development.  Compliance with the Dallas North Tollway Design Guidelines. Additionally, some multi-family developments incorporate other uses on the ground floor like office spaces, retail shops, and restaurants to create a vibrant, inclusive, and cohesive development. Proposed Amendment:  The first floor of the building may be used for residential or retail uses. A minimum fourteen-foot ceiling height for the first floor will accommodate retail uses. In Prosper’s instance, multi-family development should occur at strategic locations and have strict development standards and offer a high level of amenities to residents. This will create attractive multi-family developments that serve a critical housing need for a rapidly growing community like Prosper. Any new multi-family development product should: 1) Meet the Town’s vision of providing housing excellence, Page 144 Item 12. Page 6 of 7 2) Provide quality-of-life amenities to foster the development and the Town as a desirable and unique community, 3) Be compatible with neighboring developments, 4) Be at a high density (more than 40 dwelling units per acre), and 5) Be located in the DNT District. The community prefers to see modern apartments with some retail services located in the DNT District. The Town should consider increasing density requirements to at least a minimum of 40 dwelling units per acre to achieve such an apartment style. Proposed Amendments:  Density will be determined in the Planned Development standards.  Removes setbacks and lot area requirements, as these can be determined on a case-by- case basis within the Planned Development standards.  Increases the maximum height allowance from three stories and 50 feet to eight stories and 110 feet. Amenities, structured parking, range of unit densities, types, and size, integration into the street and trails network, public art and industry leading building designs and materials should guide the Town’s preferences for multi-family development. Proposed Amendment:  Removes Multifamily design and development standards. These criteria will be addressed in Planned Development standards. In Prosper’s instance, multi-family may be preferable near intersections in the Dallas North Tollway District. Additionally, multi-family development may be suitable in other locations behind commercial nodes where a transition from commercial to single-family residential development may be necessary. Proposed Amendments:  Limit Multifamily developments to areas designated in the Comprehensive Plan, as identified on the Future Land Use Plan.  Multifamily development can only be approved within a Planned Development. Staff finds that the proposed amendments uphold the Town’s Comprehensive Plan. Legal Obligations and Review: Notification was provided as required by the Zoning Ordinance and State law. Staff has not received any response to the proposed zoning text amendment to date. Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached document as to form and legality. Attached Documents: 1. Redlined Ordinance 2. Ordinance Town Staff Recommendation: Town Staff recommends approval of the amendments to the Multifamily development standards within the Town of Prosper Zoning Ordinance. Page 145 Item 12. Page 7 of 7 Planning & Zoning Commission Recommendation: On August 20, 2024, the Planning & Zoning Commission voted unanimously, by a vote of 6-0, to recommend approval of this item with a modification of Article 2, Division 13, Section 2.13.2(H) to allow cladding the garage to match the façade of the attached multifamily when the garage is not fully wrapped by residential units and a similar modification to the language in Article 4, Division 4, Section 4.4.3(U). Proposed Motion: I move to approve/deny an ordinance amending Article 2, Division 13 – Multifamily District; Article 4, Division 4, Section 4.4.3 – Non-Residential and Multifamily Parking Provisions; and Article 4, Division 8 - Non-Residential & Multifamily Design and Development of the Town of Prosper Zoning Ordinance to modify Multifamily development standards. Page 146 Item 12. Attachment No. 1 A red lined version of the current Zoning Ordinance sections that are proposed to be amended with additions shown in blue and underlined, and the deleted sections shown in red with strike through. ARTICLE 2. ZONING DISTRICTS * * * DIVISION 13. MULTIFAMILY DISTRICT § 2.13.1 General purpose and description. Multifamily Districts shall be limited to the areas designated in the Comprehensive Plan, as identified on the Future Land Use Plan, and must be in a Planned Development District. The Multifamily District will provide for development of high density attached residential dwelling units, not to exceed 15 units per acre. The standards in this district are intended to promote stable, quality multiple occupancy residential development at high densities. The principal permitted land uses will include apartment complexes and townhomes. Other uses, such as religious and educational facilities, parks, and open spaces will be provided for to maintain a balanced, orderly, convenient, and attractive residential area. This zoning district should be located adjacent to a major thoroughfare and is appropriate in areas designated as high density residential on the Future Land Use Plan. Limited amounts of this district may also be appropriate in areas designated as Tollway Corridor or U.S. 380 Adjacency Corridor on the Future Land Use Plan. Development shall comply with the Dallas North Tollway Design Guidelines, as it exists or may be amended. § 2.13.2 Regulations. A. Maximum Permitted Density: 15 units per acre. The density shall be determined at the time of development. B. Size of Yards: The size of Front, Side, and Rear Yards shall be determined at the time of development. 1. Minimum Front Yard — 50 feet for one or two story structures. — One hundred fifty feet for three story structures. 2. Minimum Side Yard — 50 feet for one or two story structures adjacent to property that is either zoned or designated on the Future Land Use Plan for single family or two family uses. — One hundred fifty feet for three story structures adjacent to property that is either zoned or designated on the Future Land Use Plan for single family or two family uses. — Thirty feet for one or two story structures adjacent to property that is either zoned or designated on the Future Land Use Plan for multifamily or nonresidential uses. — One hundred feet for one or two story structures adjacent to property that is either zoned or designated on the Future Land Use Plan for multifamily or nonresidential uses. Page 147 Item 12. — Multiple structures constructed on the same lot shall maintain a minimum separation of 30 feet. 3. Minimum Rear Yard — Same as Minimum Side Yard requirements above. C. Size of Lots: The size of lots shall be determined at the time of development. 1. Minimum Lot Area — One acre. 2. Minimum Lot Width — 100 feet. 3. Minimum Lot Depth — 150 feet. D. Minimum Dwelling Area: 1. One or two bedroom — 850 square feet. 2. Additional bedrooms — 150 square feet per additional bedroom. E. Maximum Height: Three Eight stories, no greater than 50 110 feet. F. Lot Coverage: 45 percent. G. Minimum Usable Open Space: 30 percent. H. Building Configuration: Multifamily structures shall have a wrap-around configuration that consists of central garage surrounded by the residential units on the exterior of the building. In cases where the residential units do not fully wrap the exterior or are constructed above the garage, the garage shall be cladded to match the appearance of the residential structure. I. First Floor: The ceiling height of the first floor shall be a minimum fourteen feet (14’) in height. The first floor of the building may be used for residential or retail uses that are specified in the Planned Development ordinance. J. Garage Height: The height of the garage shall not exceed the height of the exterior building and all associated appurtenances, such as an elevator shaft or mechanical equipment, shall be completely screened. K. Previously Approved Planned Development Districts: For any Planned Development District approved by the Town prior to the adoption of this Ordinance, and for which there is no number of multifamily units stated therein, then the permitted number of multifamily units is the number of multifamily units authorized by the Town’s Zoning Ordinance on the date of adoption of said Planned Development District. § 2.13.3 Permitted uses. Permitted uses shall be in accordance with the "Schedule of Uses" as outlined in § 3.1.3 of Article 3. Page 148 Item 12. ARTICLE 4. DEVELOPMENT REQUIREMENTS * * * DIVISION 4. PARKING, CIRCULATION, AND ACCESS * * * § 4.4.3 Non-Residential and Multifamily Parking Provisions. * * * E. Each head-in parking space shall be a minimum of nine feet wide and 20 feet long, exclusive of driveways and maneuvering aisles, and shall be of usable shape and condition (see Chapter 5, Section 2.3, Illustrations A-G). Where it is possible for a vehicle to overhang the front of a parking space above a paved, stoned, mulched, or grassed area other than a sidewalk, street right-of-way, or adjacent property, the depth of the standard space may be reduced to 18 feet. No parking space shall overhang required landscape areas. Parallel parking spaces must be a minimum of eight feet wide and 22 feet long. Parking spaces within non-residential and multifamily structured parking garages shall be a minimum of eight and one-half nine feet wide and 18 20 feet long. * * * U. Multifamily parking shall be in a structured garage that is wrapped by the residential units or cladded to match the exterior of the attached residential units, as described in Article 2, Division 13, Section 13.2.H. Any surface parking associated with a Multifamily development for leasing area, guest parking, retail uses, etc. Multifamily parking is only allowed between the building and a public street when located at or beyond the required landscape setback and screened with a headlight screen of earthen berms and/or a row of shrubs. Buildings with enclosed garages, when adjacent to a public street, must face garage doors internally to the development. Garage doors may not face a public street. No detached garages may be located between residential buildings and a public street. Enclosed garage parking spaces shall be a minimum of ten by 20 feet. Page 149 Item 12. ARTICLE 4. DEVELOPMENT REQUIREMENTS * * * DIVISION 8. NON-RESIDENTIAL & MULTIFAMILY DESIGN AND DEVELOPMENT SUBDIVISION 1. APPLICABILITY § 4.8.1 Applicability. The regulations provided in Sections 4.8.2—4.8.6 shall apply to all office, retail, restaurant, service, automobile, and commercial uses. The regulations provided in Sections 4.8.7—4.8.10 4.8.3 shall apply to all industrial, wholesale, and institutional uses. Where the regulations of this section conflict with other sections of this ordinance, the regulations of this section shall apply. The intent of these provisions is to promote high-quality architecture that relates to the street, scale of development, and surrounding land uses by utilizing three properties of good design: massing, use of materials, and attention to detail. * * * § 4.8.4. Multifamily development standards. A. All exterior facades for a main building or structure, excluding glass windows and doors, in the MF District shall be constructed of 100 percent masonry as defined in Chapter 3, Section 2. The use of stucco and EIFS are only permitted as secondary or accent materials. 1. The Town Council, after recommendation by the Planning and Zoning Commission, may grant an exception to the foregoing exterior façade and design requirements, based upon consideration of the criteria listed in subpart 2, below. 2. In considering an exception to the exterior façade requirements, the Planning and Zoning Commission and Town Council may consider whether a proposed alternate material: a. Is a unique architectural expression; b. Includes unique building styles and materials; c. Is consistent with high quality development; d. Is or would be visually harmonious with existing or proposed nearby buildings; e. Has obvious merit based upon the quality and durability of the materials; and f. Represents an exterior building material that is in keeping with the intent of this chapter to balance the abovementioned objectives. 3. Any exterior façade exception shall be considered in conjunction with a preliminary site plan or site plan application. B. The Town Council may approve materials which are equivalent to, or exceed, the standards set forth in herein. C. Structure Separation. Multifamily structures on the same parcel shall have the following minimum distance between structures: Page 150 Item 12. 1. From main structure to main structure with walls that have openings for doors or windows on facades facing each other. a. Face to Face: 50 feet b. Face to End: 30 feet c. Corner to Face or End: 30 feet d. End to End: 30 feet 2. From main structure to main structure with walls that do not have openings, the minimum distance between structures is 20 feet for one- and two-story buildings and 30 feet for three-story buildings. 3. From main structure to accessory buildings or pools, the minimum distance between structures is 20 feet. 4. From main structure to free standing garage building, the minimum distance between structures is 30 feet. D. All multifamily buildings shall be designed to incorporate a form of architectural articulation every 30 feet, both horizontally along each wall's length and vertically along each wall's height. Acceptable articulation may include the following: • Canopies, awnings, or porticos; • Recesses/projections; • Arcades; • Arches; • Architectural details (such as tile work and moldings) integrated into the building facade; • Articulated ground floor levels or base; • Articulated cornice line; • Integrated planters or wing walls that incorporate landscape and sitting areas; • Offsets, reveals or projecting rib used to express architectural or structural bays; • Accent materials (minimum 15 percent of exterior facade); • Varied roof heights; • Or other architectural features approved by the Director of Development Services or his/her designee. E. All buildings shall be designed to incorporate a form of window articulation. Acceptable articulation may include the following: • Detailed/patterned mullions Page 151 Item 12. • Glass depth from wall minimum eight inches • Projected awnings/sunshades • Water table in lieu of floor to ceiling glass • Articulated lintel (i.e. soldier course in brick or material change EIFS or cast stone with minimum one-half inch projection) • Articulated sill (i.e. soldier course in brick or material change EIFS or cast stone with minimum one-half inch projection) • Cast stone surrounds on entire window F. All buildings constructed primarily of brick shall incorporate a form of brick patterning (excluding typical traditional brick patterning, i.e. Running Bond). Acceptable patterning may include those represented below, or similar subject to approval by the Director of Development Services: G. All multifamily buildings shall incorporate a pitched, gabled, mansard, hipped, or otherwise sloped roof. All sloped roofs shall have a three in 12 inch minimum slope. Wood shingles are prohibited. Page 152 Item 12. TOWN OF PROSPER, TEXAS ORDINANCE NO. 2024-__ AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, AMENDING DIVISION 13, “MULTIFAMILY DISTRICT,” OF ARTICLE 2, “ZONING DISTRICTS,” OF THE ZONING ORDINANCE OF THE TOWN OF PROSPER, TEXAS; AMENDING SUBSECTIONS (E) AND (U) OF SECTION 4.4.3, “NON-RESIDENTIAL AND MULTIFAMILY PARKING PROVISIONS,” OF DIVISION 4, “PARKING, CIRCULATION, AND ACCESS,” OF ARTICLE 4, “DEVELOPMENT REQUIREMENTS,” OF THE ZONING ORDINANCE OF THE TOWN OF PROSPER, TEXAS; AMENDING SECTION 4.8.1, “APPLICABILITY,” OF SUBDIVISION 1, “APPLICABILITY,” OF DIVISION 8, “NON-RESIDENTIAL & MULTIFAMILY DESIGN AND DEVELOPMENT,” OF ARTICLE 4, “DEVELOPMENT REQUIREMENTS,” OF THE ZONING ORDINANCE OF THE TOWN OF PROSPER, TEXAS; REPEALING CURRENT SUBDIVISION IV, “MULTIFAMILY DEVELOPMENT STANDARDS,” OF DIVISION 8, “NON- RESIDENTIAL & MULTIFAMILY DESIGN AND DEVELOPMENT,” OF ARTICLE 4, “DEVELOPMENT REQUIREMENTS,” OF THE TOWN’S ZONING ORDINANCE; AMENDING THE TITLE OF DIVISION 8, “NON-RESIDENTIAL & MULTIFAMILY DESIGN AND DEVELOPMENT,” OF ARTICLE 4, “DEVELOPMENT REQUIREMENTS,” OF THE ZONING ORDINANCE OF THE TOWN OF PROSPER, TEXAS, TO READ “NON-RESIDENTIAL DESIGN AND DEVELOPMENT”; MAKING FINDINGS; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVINGS, 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, after public notice and public hearing as required by law, the Planning & Zoning Commission of the Town of Prosper, Texas, has recommended amending the Town’s Zoning Ordinance to encompass those amendments as set forth herein; and WHEREAS, after public notice and public hearing as required by law, and upon due deliberation and consideration of the recommendation of said Planning & Zoning Commission and of all testimony and information submitted during said public hearing, the Town Council of the Town of Prosper, Texas, has determined that it is in the public’s best interest and in furtherance of the health, safety, morals, and general welfare of the citizens of the Town to amend the Town’s Zoning Ordinance as set forth herein. NOW, THEREFORE, BE IT ORDAINED 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 Ordinance as if fully set forth herein. Page 153 Item 12. Ordinance 2024-XX, Page 2 SECTION 2 From and after the effective date of this Ordinance, Division 13, “Multifamily District,” of Article 2, “Zoning Districts,” of the Town’s Zoning Ordinance, is hereby amended to read as follows: “ARTICLE 2. ZONING DISTRICTS * * * DIVISION 13. MULTIFAMILY DISTRICT § 2.13.1 General purpose and description. Multifamily Districts shall be limited to the areas designated in the Comprehensive Plan, as identified on the Future Land Use Plan, and must be in a Planned Development District. The Multifamily District will provide for development of high density attached residential dwelling units. The standards in this district are intended to promote stable, quality multiple occupancy residential development at high densities. The principal permitted land uses will include apartment complexes. Development shall comply with the Dallas North Tollway Design Guidelines, as it exists or may be amended. § 2.13.2 Regulations. A. Density: The density shall be determined at the time of development. B. Size of Yards: The size of Front, Side, and Rear Yards shall be determined at the time of development. C. Size of Lots: The size of lots shall be determined at the time of development. D. Minimum Dwelling Area: 1. One or two bedroom — 850 square feet. 2. Additional bedrooms — 150 square feet per additional bedroom. E. Maximum Height: Eight stories, no greater than 110 feet. F. Lot Coverage: 45 percent. G. Minimum Usable Open Space: 30 percent. H. Building Configuration: Multifamily structures shall have a wrap-around configuration that consists of central garage surrounded by the residential units on the exterior of the building. In cases where the residential units do not fully wrap the exterior or are constructed above the garage, the garage shall be cladded to match the appearance of the residential structure. I. First Floor: The ceiling height of the first floor shall be a minimum fourteen feet (14’) in height. The first floor of the building may be used for residential use or retail uses that are specified in the Planned Development ordinance. Page 154 Item 12. Ordinance 2024-XX, Page 3 J. Garage Height: The height of the garage shall not exceed the height of the exterior building and all associated appurtenances, such as an elevator shaft or mechanical equipment, shall be completely screened. K. Previously Approved Planned Development Districts: For any Planned Development District approved by the Town prior to the adoption of this Ordinance, and for which there is no number of multifamily units stated therein, then the permitted number of multifamily units is the number of multifamily units authorized by the Town’s Zoning Ordinance on the date of adoption of said Planned Development District. § 2.13.3 Permitted uses. Permitted uses shall be in accordance with the "Schedule of Uses" as outlined in § 3.1.3 of Article 3.” SECTION 3 From and after the effective date of this Ordinance, Subsections (E) and (U) of Section 4.4.3, “Non-Residential and Multifamily Parking Provisions,” of Division 4, “Parking, Circulation, and Access,” of Article 4, “Development Requirements,” of the Town’s Zoning Ordinance, is hereby amended to read as follows: “ARTICLE 4. DEVELOPMENT REQUIREMENTS * * * DIVISION 4. PARKING, CIRCULATION, AND ACCESS * * * § 4.4.3 Non-Residential and Multifamily Parking Provisions. * * * E. Each head-in parking space shall be a minimum of nine feet wide and 20 feet long, exclusive of driveways and maneuvering aisles, and shall be of usable shape and condition (see Article 5, Section 5.2.3, Illustrations A-G). Where it is possible for a vehicle to overhang the front of a parking space above a paved, stoned, mulched, or grassed area other than a sidewalk, street right-of-way, or adjacent property, the depth of the standard space may be reduced to 18 feet. No parking space shall overhang required landscape areas. Parallel parking spaces must be a minimum of eight feet wide and 22 feet long. Parking spaces within non-residential and multifamily structured parking garages shall be a minimum of nine feet wide and 20 feet long. * * * U. Multifamily parking shall be in a structured garage that is wrapped by the residential units or cladded to match the exterior of the attached residential units, as described in Article 2, Division 13, Section 13.2.H. Any surface parking associated with a Multifamily development for leasing area, guest parking, retail uses, etc. is only allowed between the Page 155 Item 12. Ordinance 2024-XX, Page 4 building and a public street when located at or beyond the required landscape setback and screened with a headlight screen of earthen berms and/or a row of shrubs. * * *” SECTION 4 From and after the effective date of this Ordinance, Section 4.8.1, “Applicability,” of Subdivision 1, “Applicability,” of Division 8, “Non-Residential & Multifamily Design and Development,” of Article 4, “Development Requirements,” of the Town’s Zoning Ordinance, is hereby amended to read as follows: “ARTICLE 4. DEVELOPMENT REQUIREMENTS * * * DIVISION 8. NON-RESIDENTIAL & MULTIFAMILY DESIGN AND DEVELOPMENT SUBDIVISION 1. APPLICABILITY § 4.8.1 Applicability. The regulations provided in Section 4.8.2 shall apply to all office, retail, restaurant, service, automobile, and commercial uses. The regulations provided in Section 4.8.3 shall apply to all industrial, wholesale, and institutional uses. Where the regulations of this section conflict with other sections of this ordinance, the regulations of this section shall apply. The intent of these provisions is to promote high-quality architecture that relates to the street, scale of development, and surrounding land uses by utilizing three properties of good design: massing, use of materials, and attention to detail.” SECTION 5 From and after the effective date of this Ordinance, current Subdivision IV, “Multifamily Development Standards,” of Division 8, “Non-Residential & Multifamily Design and Development,” of Article 4, “Development Requirements,” of the Town’s Zoning Ordinance, shall be repealed in its entirety. SECTION 6 From and after the effective date of this Ordinance, the title of Division 8, “Non-Residential & Multifamily Design and Development,” of Article 4, “Development Requirements,” of the Town’s Zoning Ordinance, shall be amended to read “Non-Residential Design and Development.” SECTION 7 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. The Town hereby declares that it would have passed this Ordinance, and each section, subsection, sentence, Page 156 Item 12. Ordinance 2024-XX, Page 5 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 8 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 from being commenced for any violation if occurring prior to the repeal of the Ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 9 Any person, firm, corporation, or business entity violating this Ordinance shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be subject to a fine not to exceed the sum of two thousand dollars ($2,000.00), and each and every day such violation shall continue shall constitute a separate offense. SECTION 10 This Ordinance shall become effective after its adoption and publication as required by law. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS ___ DAY OF ________________, 2024. ___________________________________ David F. Bristol, Mayor ATTEST: ____________________________________ Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: ____________________________________ Terrence S. Welch, Town Attorney Page 157 Item 12. History Previous Multifamily Ordinance Amendment: •November 7, 2023 – The Planning & Zoning Commission unanimously recommended approval case to modify the multifamily standards. •November 14, 2023 – Town Council tabled the case to December 12, 2023. •December 12, 2023 – Town Council tabled the case to January 9, 2024. •January 9, 2024 – Town Council tabled the case indefinitely. At a subsequent workshop, the Council requested that a revised version of the ordinance be brought forward for consideration. Page 158 Item 12. The primary modifications to the previously considered ordinance are: 1.Removal of a specific density requirement; and 2.The addition of a statement that for any Planned Development District approved by the Town prior to the adoption of this Ordinance, and for which there is no number of multifamily units stated therein, then the permitted number of multifamily units is the number of multifamily units authorized by the Town’s Zoning Ordinance on the date of adoption of said Planned Development District. Modifications Page 159 Item 12. Planning & Zoning Commission Recommendation On August 20, 2024, the Planning & Zoning Commission voted unanimously to recommend approval of the ordinance with a modification of Article 2, Division 13, Section 2.13.2(H) to allow cladding the garage to match the façade of the attached multifamily when the garage is not fully wrapped by residential units and a similar modification to the language in Article 4, Division 4, Section 4.4.3(U). These changes have been made and are reflected in the proposed Ordinance. Page 160 Item 12. Summary of 12 modifications to the current Zoning Ordinance: 1.Limits Multifamily developments to the areas designated for this use in the Comprehensive Plan and as identified on the Future Land Use Plan. 2.Requires that Multifamily development can only be approved within a Planned Development. 3.Removes a density requirement, as this can be determined on a case-by-case basis. 4.Removes setbacks and lot area requirements, as these can be determined on a case-by-case basis. 5.Requires compliance with the Dallas North Tollway Design Guidelines. 6.Increases the maximum height allowance from three stories and 50 feet to eight stories and 110 feet. 7.Establishes a building configuration for Multifamily structures with a wrapped garage or attached garage that is cladded to match the residential building. Overview of Modifications Page 161 Item 12. 8.Creates a mixed-use opportunity by allowing the first floor of the building to be used for residential or retail uses. A minimum fourteen feet ceiling height for the first floor will accommodate retail uses. 9.Limits the height of the interior garage so that it will not exceed the height of the exterior building, and all associated appurtenances, such as an elevator shaft or mechanical equipment, shall be completely screened. 10.Modifies parking stall dimensions for structured parking garages from 18 feet by 8.5 feet to 20 feet by 9 feet. 11.Modifies Multifamily parking standards to reflect the updated parking garage requirement from individual unit parking garages. 12.Removes Multifamily design and development standards. These criteria will be addressed in Planned Development standards. Page 162 Item 12. Page 1 of 2 To: Mayor and Town Council From: Dan Baker, Parks and Recreation Director Through: Mario Canizares, Town Manager Robyn Battle – Executive Director Re: Raymond Community Park GMP Amendment Town Council Meeting – August 27, 2024 Strategic Visioning Priority: 4. Provide Excellent Municipal Services Agenda Item: Consider and act upon the approval of a budget transfer in the amount of $2,007,000 to amend Raymond Community Park GMP 2 to construct an irrigation well, expand the park irrigation system, and fund additional prioritized bid alternate items. Description of Agenda Item: Staff presented to the Town Council, the CIP Subcommittee, the Parks and Recreation Board, and the Finance Committee regarding the need to install a well at Raymond Community Park to mitigate future irrigation costs and watering restrictions. All parties agreed to move forward and tasked staff to look for funding that could be used to fund the construction of the well at a cost of approximately $1.2M without impacting the project contingency. Funds were identified from the 2020 bond program previously allocated for future trail projects ($1.9M) and additional unallocated bond funding ($107k) was also identified. This funding was approved to be reallocated to assist in funding the project budget shortfalls. Items that staff propose we apply any surplus funding for after the purchase of the well are as follows, with the additional of Multipurpose Field Irrigation that has been added to the scope of the project. These items, except for the additional irrigation, have been presented to the prior mentioned committees and boards. They are listed in a priority order. Pedestrian lighting $ 204,000 Restroom @ Tennis & PB 258,000 Park Monument Sign @ First St. 17,000 Multipurpose Fields Irrigation TBD Tennis courts (2) 557,000 Shade structures @ Tennis & PB 35,000 Other amenities (site furnishings) 146,000 Playground Pavilion 91,000 Additional Trees / Landscape 114,000 Batting Cages w/ trail & furnishings 239,000 PARKS AND RECREATION Page 163 Item 13. Page 2 of 2 The terms of a future change order are being completed and will be presented at a future Town Council meeting. Budget Impact: Funds will be provided through the 2020 Bond Program. These funds are being budgeted as part of the Fiscal Year 2025 CIP additions from account 750-6610-10-00-2122-PK. Attached Documents: 1. CIP Subcommittee presentation 2. Updated list of project bid alternates with costs Town Staff Recommendation: Town Staff recommends that the Town Council authorize the approval of a budget transfer in the amount of $2,007,000 to amend Raymond Community Park GMP 2 to construct an irrigation well, expand the park irrigation system, and fund additional prioritized bid alternate items. Proposed Motion: I move to authorize the approval of a budget transfer in the amount of $2,007,000 to amend Raymond Community Park GMP 2 to construct an irrigation well, expand the park irrigation system, and fund additional prioritized bid alternate items. Page 164 Item 13. Parks & Recreation Request to Approve Bid Alternate Item Prioritization for Raymond Community Park CIP Subcommittee Direction •Approved Town Staff to find funding independent of project funds to construct an irrigation well in the amount of $1.2M Page 165 Item 13. Finance Committee Approval •On June 20, approved the reallocation of $1.9M for future trail projects to the Raymond Community Park project for an irrigation well ($1.2M) and the purchase of unfunded bid alternate items CIP Subcommittee Approval Request •Prioritize and approve list of remaining bid alternate items that can be purchased utilizing the additional $700,000. •Allocation to RCP of an additional $107,000 of unallocated 2020 Bond funds. Page 166 Item 13. Possible Contingency / Alternate Funding Use Pedestrian lighting $ 204,000 Restroom @ Tennis & PB 258,000 Tennis courts (2)557,000 Shade structures @ Tennis & PB 35,000 Other amenities (site furnishings)146,000 Playground Pavilion 91,000 Park Monument Sign @ First St.17,000 Additional Trees / Landscape 114,000 Batting Cages w/ trail & furnishings 239,000 These items have already been approved and prioritized by Town Council, CIP Sub and P&R Board Total cost of both lists amounts to $1,661,000 Page 167 Item 13. Raymond Community Park Alternate PrioritizationFunding vs. Scope Tracking LogUpdated on 19 AUG 2024Printed on 8/19/2024 at 10:40 AMToP PriorityAlt #DescriptionOwner's BudgetComments1.0 N/ASafety & Quality Upgrades to Existing Irrigation Pond Dam & Water SourcePending Design & Estimating Dam Stabilization & Overflow Structure, etc. May be Required2.02.11, 2.12 & 2.13Water Well (Assumes no Multipurpose Field Irrigation)1,201,855Original GMP # 2 Contract Amount; Pricing to be Updated 3.0 2.0 Pedestrian Lighting 203,176 Original GMP # 2 Contract Amount; Pricing to be Updated4.0 2.03 CTX Building at Tennis/Pickleball 257,286These Alternate $$s Have Been Confirmed; Very Long Lead Item; Ordered to Beat Schedule5.0 2.10 Monument Sign 17,124Original GMP # 2 Contract Amount; $$s Firm until 15 NOV1,679,4416.0 Pending Proposal RequestIrrigation of Multipurpose Fields(May Also Change Base Bid Well Scope)Pending Design & Estimating Decision will Delay Release of the Water Well Scope of Work7.02.04, 2.06 & 2.07Tennis Courts 557,169 Includes Masonry & Subprep Alternates8.02.04 + 2.05Masonry on CXT Bldg at Playground + Masonry on CXT Bldg at Tennis42,045Value Options Being Evaluated; Actual Upgrade will be Less2,278,655Scope to be Added by Town of Prosper's $2.0 Million CIP FundingTotal without Dam Safety or Multipurpose Irrigation $$sSubtotal without Dam Safety Above or Items Below240819 PRYP Owner's Budget REV 12.00 to Team for 26 AUG CC MtgPage 1 of 1©2024 Peak Program Value, LLCAll Rights ReservedPage 168 Item 13.