06.10.25 Town Council Regular Meeting PacketPage 1 of 4
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Welcome to the Prosper Town Council Meeting.
Citizens may watch the meeting live by using the following link: www.prospertx.gov/livemeetings
Addressing the Town Council:
Those wishing to address the Town Council must complete the Public Comment Request Form
located on the Town's website or in the Council Chambers.
If you are attending in person, please submit this form to the Town Secretary or the person
recording the minutes for the Board/Commission prior to the meeting. When called upon, please
come to the podium, and state your name and address for the record.
If you are watching online, please submit this form to the Town Secretary prior to 4:00 p.m. on
the day of the meeting in order for your comments to be read into the record. The Town assumes
no responsibility for technical issues beyond our control.
In compliance with the Texas Open Meetings Act, the Town Council/Board/Commission may not
deliberate or vote on any matter that does not appear on the agenda. The
Council/Board/Commission, however, may provide statements of fact regarding the topic, request
the topic be included as part of a future meeting, and/or refer the topic to Town staff for further
assistance.
Citizens and other visitors attending Town Council meetings shall observe the same rules of
propriety, decorum, and good conduct applicable to members of the Town Council. Any person
making personal, impertinent, profane or slanderous remarks or who becomes boisterous while
addressing the Town Council or while attending the meeting shall be removed from the room, if so
directed by the Mayor or presiding officer, and the person shall be barred from further audience
before the Town Council during that session. Disruption of a public meeting could constitute a
violation of Section 42.05 of the Texas Penal Code.
Call to Order/ Roll Call.
Invocation, Pledge of Allegiance and Pledge to the Texas Flag.
Announcements of recent and upcoming events.
Presentations.
1. Presentation from the Prosper Chamber of Commerce recognizing the inaugural class
of Leadership Prosper. (MLS)
Agenda
Prosper Town Council Meeting
Prosper Town Hall, Council Chambers
250 W. First Street, Prosper, Texas
Tuesday, June 10, 2025
6:15 PM
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CONSENT AGENDA:
Items placed on the Consent Agenda are considered routine in nature and non-controversial. The
Consent Agenda can be acted upon in one motion. Items may be removed from the Consent
Agenda by the request of Council Members or staff.
2. Consider and act upon the minutes of the May 27, 2025, Town Council Regular meeting.
(MLS)
3. Consider and act upon a contract between Mosquito Management Services and the
Town of Prosper for mosquito mitigation/testing in the amount of $75,595 and authorize
the Town Manager to execute documents for same. (DH)
4. Consider and act upon approving a purchase with Fuquay, Inc., to rehabilitate 15
wastewater manholes for $222,268 and authorizing the Town Manager to execute
documents for same. (CJ)
5. Consider and act upon authorizing the Town Manager to execute a Construction
Agreement between the Town of Prosper and Turf Concepts, LLC. for provision and
installation of artificial turf in the Downtown Plaza for $64,725. (DB)
6. Consider and act upon an ordinance abandoning a portion of Coleman Street
prescriptive right-of-way, located south of First Street, beginning at a point approximately
300 feet south of First Street and extending south approximately 1,600 feet to the
intersection with Lovers Lane. (HW)
7. Consider and act upon an ordinance abandoning a portion of Good Hope Road
prescriptive right-of-way, beginning at Berylline Lane and extending northeast
approximately 800 feet to a point approximately 50 feet north of Kinglet Court. (HW)
8. Consider and act upon authorizing the Town Manager to execute a Construction
Agreement awarding CSP No. 2025-08-B to J&L Construction, LLC, related to the FM
1461 12-inch Water Line Relocation project, for $4,085,802.90 and authorize $400,000
for construction phase contingencies. The total purchase order amount is
$4,485,802.90. (PA)
9. Consider and act upon authorizing the Town Manager to execute a Professional
Services Agreement between Raba Kistner, Inc., and the Town of Prosper, Texas,
related to professional construction materials testing and observation services for the
FM 1461 12-inch Water Line Relocation project for $63,020. (PA)
10. Consider and act upon whether to direct staff to submit a written notice of appeals on
behalf of the Town Council to the Development Services Department, pursuant to
Chapter 4, Section 1.5(C)(7) and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding
action taken by the Planning & Zoning Commission on Preliminary Site Plans and Site
Plans. (DH)
CITIZEN COMMENTS
The public is invited to address the Council on any topic. However, the Council is unable to discuss
or take action on any topic not listed on this agenda. Please complete a “Public Comment Request
Form” and present it to the Town Secretary prior to the meeting. Please limit your comments to
three minutes. If multiple individuals wish to speak on a topic, they may yield their three minutes to
one individual appointed to speak on their behalf. All individuals yielding their time must be present
at the meeting, and the appointed individual will be limited to a total of 15 minutes.
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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:
11. Consider all matters incident and related to the issuance and sale of "Town of Prosper,
Texas, Waterworks and Sewer System Revenue Bonds, Series 2025", including the
adoption of an ordinance authorizing the issuance of such bonds and establishing
procedures and delegating authority for the sale and delivery of such bonds. (CL)
12. Consider all matters incident and related to the issuance and sale of "Town of Prosper,
Texas, General Obligation Refunding and Improvement Bonds, Series 2025", including
the adoption of an ordinance authorizing the issuance of such bonds and establishing
procedures and delegating authority for the sale and delivery of such bonds. (CL)
13. Consider and act upon a Professional Services Agreement between Emergifire, LLC.,
and the Town of Prosper to implement a program to charge mitigation rates for the
deployment of emergency and non-emergency services provided by Prosper Fire
Rescue. (SB)
14. Consider and act upon an ordinance amending Chapter 5.05 of the Towns Code of
Ordinances, by repealing existing Article 5.05, “Hazardous Materials Incident
Response,” and replacing it with a new Article 5.05 “Mitigation Rates for Emergency and
Non-Emergency Services”, amending Appendix A, “Fee Schedule,” to the Town’s Code
of Ordinances by adding a new section XXIII, “Fire Department Mitigation Rates,” of
Appendix A, “Fee Schedule,” to this Code of Ordinances. (SB)
15. 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 551.071 - To consult with the Town Attorney regarding legal issues associated
with code enforcement and law enforcement activities and all matters incident and
related thereto.
Reconvene in Regular Session and take any action necessary as a result of the Closed
Session.
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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, June 6, 2025, and remained so posted at least 72 hours before said meeting was convened.
________________________________ _________________________
Michelle Lewis Sirianni, Town Secretary Date Notice Removed
Pursuant to Section 551.071 of the Texas Government Code, the Town Council reserves the right to consult
in closed session with its attorney and to receive legal advice regarding any item listed on this agenda.
NOTICE
Pursuant to Town of Prosper Ordinance No. 13-63, all speakers other than Town of Prosper staff are limited
to three (3) minutes per person, per item, which may be extended for an additional two (2) minutes with
approval of a majority vote of the Town Council.
NOTICE OF ASSISTANCE AT PUBLIC MEETINGS: The Prosper Town Council meetings are wheelchair
accessible. For special services or assistance, please contact the Town Secretary’s Office at (972) 569 -1073
at least 48 hours prior to the meeting time.
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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 Amy Bartley
Deputy Mayor Pro-Tem Chris Kern
Councilmember Craig Andres
Councilmember Chris Kern
Councilmember Jeff Hodges
Councilmember Cameron Reeves
Staff Members Present:
Mario Canizares, Town Manager
Terry Welch, Town Attorney
Bob Scott, Deputy Town Manager
Chuck Ewings, Assistant Town Manager
Michelle Lewis Sirianni, Town Secretary
Jessica Hille, Records Management Specialist
Larenz Taylor, Management Analyst
David Hoover, Development Services Director
Suzanne Porter, Planning Manager
Dan Baker, Parks and Recreation Director
Chris Landrum, Finance Director
Carrie Jones, Public Works Director
Muya Mwangi, Help Desk Technician I
Hulon Webb, Engineering Director
Pete Anaya, Assistant Engineering Director, Capital Projects
Wilson Haynes, Senior Communications Specialist
Stuart Blasingame, Fire Chief
Shaw Eft, Assistant Fire Chief
Bill Bonny, Fire Division Chief
Doug Kowalski, Police Chief
Invocation, Pledge of Allegiance and Pledge to the Texas Flag.
John Fowler with First Presbyterian Church led the invocation. The Pledge of Allegiance and the
Pledge to the Texas Flag were recited.
An nouncements of recent and upcoming events.
Mr. Patrick Evers from the Citizens Academy Class of 2025 made the following announcements:
Thank you to all who attended the Memorial Day Ceremony yesterday to honor the brave men and
women who sacrificed their lives for our country. A special thanks to all our congressman and their
representatives in attendance, Mr. Catanzaro, Pastor White, and all those who participated in the
event.
MINUTES
Prosper Town Council Meeting
Prosper Town Hall, Council Chambers
250 W. First Street, Prosper, Texas
Tuesday, May 27, 2025
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Item 2.
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Join us for the next Prosper Exchange hosted by the Prosper Economic Development Corporation
on Monday, June 2 at 6 pm in the Council Chambers of Prosper Town Hall for a discussion on
church-state separation, religious freedom, and the first amendment in an inclusive society. Guest
Speakers include Dr. Joshua Longmire, Brian Owsley, and Mike Martin. This event is free, but
registration is requested. Visit Prosper EDC’s website for more information.
Registration is now open for Prosper Citizens Fire Academy. This free 10-week program offers
residents a behind-the-scenes look at Prosper Fire Rescue operations, providing hands-on
experience and insight into the department’s day-to-day responsibilities. Classes will be held on
Thursday evenings from 6:30 to 9 p.m., beginning August 7 at Prosper Central Fire Station, located
at 911 Safety Way. Visit prosperts.gov/citizensfireacademy to register before the deadline of
Friday, July 11.
Mayor Bristol expressed appreciation to everyone involved in the Memorial Day Ceremony
including Congressman Fallon, Representatives from Senator Cruz’s and Congressman Gill’s
office, and Mr. Baker and the Parks and Recreation staff who organized and hosted the event.
Presentations.
1. Recognition of the 2025 Town of Prosper Citizens Academy. (TR/MP)
Mayor Bristol and Deputy Mayor Pro-Tem Bartley presented certificates recognizing
the 2025 Citizen’s Academy graduates.
2. Recognize Prosper Fire and Rescue for receiving the North Central Texas Trauma
Regional Advisory Council's (NCTTRAC) Heart Safe Community Award. (BB)
Chief Bonny introduced the item and individuals from NCTTRAC.
Melissa Kristen with NCTTRAC outlined the criteria and guidelines in the specific areas
in order to be considered for the award. She recognized the level of and outstanding
efforts of the Prosper Fire Rescue Department and presented the award on behalf of
NCTTRAC.
3. Recognize Prosper Fire and Rescue for the Public Protection Classification ISO-
1 Renewal. (SE)
Assistant Fire Chief Eft introduced the item by outlining the criteria for the application
and the review process. Chuck Allen and Eric DeArmit with the State Fire Marshal’s
Office recognized the efforts of the Prosper Fire Rescue Department on receiving their
renewal ISO Class 1 rating. Mr. Allen presented a plaque to the Fire Chiefs and
members of the Prosper Fire Rescue staff in attendance.
CONSENT AGENDA:
Items placed on the Consent Agenda are considered routine in nature and non-controversial. The
Consent Agenda can be acted upon in one motion. Items may be removed from the Consent
Agenda by the request of Council Members or staff.
4. Consider and act upon the minutes of the May 13, 2025, Town Council Work
Session meeting. (MLS)
5. Consider and act upon the minutes of the May 13, 2025, Town Council Regular
meeting. (MLS)
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Item 2.
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6. Consider acceptance of the April monthly financial report for fiscal year 2025.
(CL)
7. Consider and act upon Ordinance 2025-19 amending Article 1.04, “Boards,
Commissions and Committees,” of Chapter 1, “General Provisions,” of the Code
of Ordinances by adding a new Section 1.04.003, “Code of Conduct for Town
Board, Commission and Commit-tee Members.” (RB)
8. Consider and act upon authorizing the Town Manager to execute Contract
Amendment No. 1 to the Professional Engineering Services Agreement between
Garver, LLC, and the Town of Prosper, Texas, related to the design services for
the First Street from Coleman Street to Craig Road project for $66,700. (PA)
9. Consider and act upon authorizing the Town Manager to enter into an agreement
with Mels Electric LLC, related to the construction of three (3) Pedestrian Hybrid
Beacons (PHB) at First/Copper Canyon, First/Chaucer, and Gee/Lockwood for
$628,178. (PA)
10. Consider and act upon a revised Façade Plan for Gates of Prosper, Phase 3,
Block B, Lot 2, on 15.8± acres, located north of US 380 and west of Preston Road.
(DEVAPP-23-0165) (DH)
11. 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)
Mayor Pro-Tem Bartley made a motion to approve consent agenda items 4 through 11.
Councilmember Hodges seconded the motion. Motion carried unanimously.
CITIZEN COMMENTS
Aarav Thakkar, 541 Travis Lane, invited the Mayor and members of Town Council to the walkathon
event being held by BAPS charities in Frisco on June 1.
Items for Individual Consideration:
12. Consider and act upon a Park Improvement Fee Agreement between the Town of
Prosper and PPP 100 DEV LLC, for the Park Place Phase 1 development. (DB)
Mr. Baker introduced the item and provided a brief history of the item. The developer
of Park Place Phase 1 is requesting consideration of an amended request to use a
portion of the fees from the development to pay for a widened sidewalk within the
development adjacent to West Prosper Trail.
The Town Council discussed the current width of the sidewalks in that area and whether
they are six, eight, or ten-foot wide, and the current building width requirements by the
Town.
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Item 2.
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Clint Richardson, Developer, stated staff directed him to build a ten-foot trail, and it was
not an elected item.
Mayor Pro-Tem Bartely made a motion to table the item to the June 24, 2025, Town
Council meeting. Councilmember Andres seconded the motion. Motion carried
unanimously.
13. Consider and act upon a Park Improvement Fee Agreement between the Town of
Prosper and Shaddock-Prosper Park Place 2, LLC, for the Park Place Phase 2
development. (DB)
Mayor Pro-Tem Bartely made a motion to table the item to the June 24, 2025, Town
Council meeting. Councilmember Andres seconded the motion. Motion carried
unanimously.
14. Discuss and consider Town Council Subcommittee reports. (DFB)
Legislative Subcommittee: Mayor Bristol noted that the sales tax bill is progressing. It
has been approved by the Senate and trying to make the House calendar for
consideration.
Possibly direct Town staff to schedule topic(s) for discussion at a future meeting.
No comments were made.
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 legal issues associated
with code enforcement activities, and all matters incident and related thereto.
The Town Council recessed into Executive Session at 6:57 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 7:47 p.m.
No action was taken.
Adjourn.
The meeting was adjourned at 7:48 p.m.
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Item 2.
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These minutes were approved on the 10th day of June 2025.
APPROVED:
David F. Bristol, Mayor
ATTEST:
Michelle Lewis Sirianni, Town Secretary
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Item 2.
Page 1 of 2
To: Mayor and Town Council
From: David Hoover, AICP, Director of Development Servies
Through: Mario Canizares, Town Manager
Re: Municipal Mosquito Contract Renewal 2025
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 4. Provide Excellent Municipal Services
Agenda Item:
Consider and act upon a contract between Mosquito Management Services and the Town of
Prosper for mosquito mitigation/testing in the amount of $75,595 and authorize the Town Manager
to execute documents for same.
Description of Agenda Item:
This contract extension will extend the current contract with Municipal Mosquito, which is due to
expire on May 18, 2025. This is a one (1) year contract with four (4) one (1) year renewals.
Municipal Mosquito will perform the same services as previous years. The company will continue
to trap and test mosquitos at three (3) sites in Town each week. They will also continue a larvicide
application for the drainage ditch along First Street. This is due to visible standing water in the
drainage ditch during the hottest months of the year. The larvicide will be applied to 3,341 feet of
drainage, as in past years, once a month for a 5-month time period. The application will be a
granule substance that will not wash out during rain events.
Budget Impact:
It is anticipated that 21 weeks of trapping and testing will occur during the fiscal year for a total
cost of $15,119. The total of the contract is $75,595. This figure is based on setting and picking
up traps, testing and the larvicide application. The fees will be funded by Code Compliance
Contracted Services (14041010-56000).
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. Contract for Mosquito Management Services FY2025
2. 2025-09-Aline Item Pricing
3. RFP NO. 2025-09-A Evaluation Matrix
4. Estimated Mosquito Adult Surveillance, Disease Testing, and Larval Treatment Costs
DEVELOPMENT
SERVICES
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Item 3.
Page 2 of 2
Town Staff Recommendation:
Town Staff recommend the Town Council approve a contract between Mosquito Management
Services and the Town of Prosper for mosquito mitigation/testing in the amount of $75,595 and
authorize the Town Manager to execute documents for same.
Proposed Motion:
I move to approve/deny a contract between Mosquito Management Services and the Town of
Prosper for mosquito mitigation/testing in the amount of $75,595 and authorize the Town Manager
to execute documents for same
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Item 3.
Contract for Mosquito Management Services – Page 1
Contract for Mosquito Management
Services
Town of Prosper, Texas
TDA SPCS 0666439
TDA 0714984
P.O. Box 831863
Richardson, Texas 75083
Office: 214-612-8044
Email: Info@MunicipalMosquito.com
www.MunicipalMosquito.com
Licensed and Regulated by: Texas Department of Agriculture P.O. Box 12847 Austin, TX 78711-2847 Phone
(866) 918-4481, Fax (888) 232-2567
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Item 3.
Contract for Mosquito Management Services – Page 2
THIS CONTRACT IS ENTERED BY AND BETWEEN THE TOWN OF PROSPER, TEXAS “TOWN” AND
PRP SERVICES, L.L.C. d/b/a MUNICIPAL MOSQUITO “MUNCIPAL MOSQUITO”, HEREINAFTER THE
“CONTRACT.” WITHIN THIS CONTRACT, TOWN OR MUNICIPAL MOSQUITO MAY BE REFERRED
TO INDIVIDUALLY AS “PARTY” OR COLLECTIVELY AS “PARTIES.”
1. RETENTION OF SERVICES Town hereby retains Municipal Mosquito to provide Mosquito
Management Services for the Town mosquito control program. Municipal Mosquito shall provide
Contingent Mosquito Management Services per the Scope of Work attached as “Attachment A” which is
incorporated for all purposes herein. Municipal Mosquito shall be compensated for those Contingent
Mosquito Management Services by the Town according to the Fee Schedule attached as “Attachment B”
which is incorporated for all purposes herein.
2. TERM, RENEWAL, AND TERMINATION
2.1 TERM This Contract is for a 12-month term beginning on the date the Contract is finally
executed by both Parties, herein the “Effective Date.”
2.2 CONTRACT RENEWAL Upon completion of the initial 12-month contract term, this
Contract may be extended by subsequent agreement of both Parties for four (4) additional twelve month
periods for a total of sixty (60) months. Contract renewal implies adherence to the same terms, conditions,
and pricing unless agreed upon in writing by both Parties in a duly authorized contract amendment.
2.3 TERMINATION In the event of a perceived breach of this Contract by either Party, the
non-breaching Party shall provide written notice to the breaching Party with fifteen days opportunity to
cure or resolve the perceived breach. The Town and/or Municipal Mosquito may then terminate this
Contract for any reason, or no reason, with thirty (30) days written notice to the other Party. Termination
of this Contract by the Town shall not waive any other rights or warranties available to the Town at law
or in equity.
3. LOCATION DESCRIPTION The services which are described in this Contract shall be strictly
limited to the geographic area which is commonly known as being within the corporate limits of the Town
of Prosper, the Counties of Collin and Denton, and the State of Texas. Municipal Mosquito shall not be
required by the terms hereof to render the herein before described services in any geographic location
not situated within the confines of the area designated above.
4. CONDITIONS OF PROPOSED SERVICES
4.1 LIABILITY AND INDEMNITY MUNICIPAL MOSQUITO SHALL INDEMNIFY TOWN
AND ITS AND EMPLOYEES HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES
AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES, CAUSED BY OR
RESULTING FROM THE DIRECT ACT OF MUNICIPAL MOSQUITO IN THE COURSE OF THE
PERFORMANCE OF THIS CONTRACT AND, ON THE CONDITION THAT ANY SUCH CLAIM WHICH
MAY BE ASSERTED: (1) ARISES FROM BODILY INJURY, INCLUDING DEATH; (2) ARISES FROM
THE DAMAGE TO OR DESTRUCTION OF TANGIBLE PROPERTY; AND (3) IS CAUSED IN WHOLE
OR IN PART BY AN INTENTIONAL OR GROSSLY NEGLIGENT ACT OR OMISSION OF MUNICIPAL
MOSQUITO. LIABILITY FOR ANY ACTION OF MUNICIPAL MOSQUITO SHALL BE LIMITED TO THE
INSURANCE COVERAGE WHICH IS PROVIDED BY MUNICIPAL MOSQUITO PURSUANT TO THE
TERMS AND CONDITIONS HEREOF, AND WHICH SHALL BE AGREED UPON IN ADVANCE OF
THE EFFECTIVE DATE AND SHALL NOT CHANGE DURING THE SERVICE TERM UNLESS
AGREED IN WRITING BY THE PARTIES. IT IS ACKNOWLEDGED AND AGREED BY THE PARTIES
THAT ANY LIABILITY OF MUNICIPAL MOSQUITO IN CONNECTION WITH THE SERVICES TO BE
RENDERED HEREUNDER SHALL NOT INCLUDE ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES, OR ANY DAMAGES BASED ON ANY LOST SALES OR PROFIT. THIS
PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS CONTRACT.
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Item 3.
Contract for Mosquito Management Services – Page 3
4.2 WARRANTIES Municipal Mosquito warrants that during the period of time any services
shall be rendered by Municipal Mosquito to Town, Municipal Mosquito will have in full force and effect
the insurance coverage as required by the Town. Municipal Mosquito shall provide certificates of
insurance to Town upon request therefore, Municipal Mosquito warrants that, in the course of rendering
the services which it is to perform hereunder, it will exercise, in its performance of said services, the
standard of care normally exercised by nationally recognized organizations engaged in performing
comparable services. Other than the foregoing warranties, Municipal Mosquito makes no express or
implied warranties, including without limitation, any expressed or implied warranties of merchantability or
fitness for a particular purpose.
4.3 DISCLAIMERS Municipal Mosquito has not been engaged to perform any procedure(s)
which would result in the eradication of the mosquito population in any particular area. Mosquito
remediation is an imprecise science and results are affected by many conditions which are outside the
control of Municipal Mosquito. Accordingly, Municipal Mosquito disclaims any warranty, representation
or guarantee, of any type, regarding: (1) the absence or existence of mosquito-borne diseases, in or
adjacent to the known mosquito habitats in the Proposed Area; (2) the probability of any human or animal
contracting any mosquito borne disease or infection, either before, during or after the completion of the
services to be rendered by Municipal Mosquito hereunder; and (3) Municipal Mosquito cannot guaranty
the outcome or effectiveness of any Contingent Mosquito Management Services performed under the
Contract.
4.4 INDEPENDENT CONTRACTOR The Parties acknowledge and agree that neither
Municipal Mosquito nor any member of its staff is an agent, employee, or representative of Town in
connection with the services to be performed hereunder. Rather, Municipal Mosquito is an independent
contractor in connection with the services to be performed hereunder. As an independent contractor,
Municipal Mosquito shall be responsible for employing and directing such personnel and agents as it may
require from time to time in connection with the performance of the services to be rendered hereunder.
Municipal Mosquito shall exercise complete authority over members of its staff and its agents and shall
be fully responsible for their actions. Municipal Mosquito acknowledges that neither it nor any member of
its staff is entitled to unemployment insurance benefits or workers’ compensation benefits from Town, its
elected officials, agents, or any program administered or funded by Town.
5. PAYMENT Payment for all Contingent Mosquito Management Services shall be due within thirty
(30) days of receipt of invoice by Municipal Mosquito by Town. Payment which is not received on a timely
basis shall be subject to interest at statutorily stated rates.
6. REQUEST FOR CONTINGENT SERVICES To request performance of Contingent Mosquito
Management Services Town shall send a request in writing to Municipal Mosquito and, upon receipt of a
written proposal by Mosquito Management for performance of such services, Town shall reply in writing
approving such charges. Town acknowledges and accepts that Municipal Mosquito does its best to
estimate charges for Contingent Mosquito Management Services in advance, but that Municipal Mosquito
cannot guarantee the final price for any Contingent Mosquito Management Services.
7. MISCELLANEOUS
7.1 AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the
Parties hereto are the properly authorized officials and have the necessary authority to execute this
Contract on behalf of the Parties hereto, and each party hereby certifies to the other that any necessary
resolutions or other act extending such authority have been duly passed and are now in full force and
effect. Town agrees to provide Municipal Mosquito proof of authority to enter the Contract upon request,
and to notify Municipal Mosquito of any change in such authority to act.
7.2 NOTICE Where the terms of this Contract require that notice in writing be provided, such
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Item 3.
Contract for Mosquito Management Services – Page 4
notice shall be deemed delivered three (3) days following the deposit of the notice in the United States
mail, postage prepaid, and sent by certified mail, return receipt requested and properly addressed as
follows:
To Town:
Town of Prosper
Attn: Town Manager
250 W. First Street
Prosper, Texas 75078 |
To Contractor:
Municipal Mosquito
Attn: Patrick Prather
P.O. Box 831863
Richardson, Texas 75083
7.3 ASSIGNMENT This Contract is not assignable without the prior written consent of Town.
7.4 ENTIRE CONTRACT, AMENDMENT This Contract represents the entire and integrated
Contract between the Town and Municipal Mosquito and supersedes all prior negotiations,
representations and/or agreements, either written or oral. This Contract may be amended only by a
written instrument signed by both Town and Municipal Mosquito.
7.5 APPLICABLE LAW The validity of this Contract and of any of its terms or provisions, as
well as the rights and duties of the Parties hereto, shall be governed by the laws of the State of Texas.
This Contract shall be performable and all compensation payable in Dallas County, Texas. Venue and
exclusive jurisdiction under this Contract lies in Dallas County, Texas.
7.6 SEVERABILITY If any clause, paragraph, section or portion of this Contract shall be
found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall
remain in full force and effect and the Parties shall be deemed to have contracted as if said clause,
section, paragraph or portion had not been in the Contract initially.
7.7 CONSIDERATION This Contract is executed by the Parties hereto without coercion or
duress and with substantial consideration, the sufficiency of which is hereby acknowledged.
7.8 REPRESENTATION Each signatory representing this Contract has been read by the
party for which this Contract is executed and that such party has had an opportunity to confer with its
counsel.
7.9 WAIVER Waiver or any breach of this Contract by either party, or the failure of either
party to enforce any of the provisions of this Contract, or the failure of either party to enforce any of the
provisions of this Contract, at any time, shall not in any way affect, limit or waive such party's right
thereafter to enforce and compel strict compliance of the Contract.
7.10 MISCELLANEOUS DRAFTING PROVISIONS This Contract shall be drafted equally by
all Parties hereto. The language of all parts of this Contract shall be construed as a whole according to
its fair meaning, and any presumption or principle that the language herein is to be construed against any
party shall not apply. Headings in this Contract are for the convenience of the Parties and are not intended
to be used in construing this document.
7.11 COUNTERPARTS This Contract may be executed in a number of identical counterparts,
each of which shall be deemed an original for all purposes.
8. ACCEPTANCE OF CONTRACT Municipal Mosquito, pursuant to the terms and conditions set
forth above, proposes to provide services within the Scope of Work to Town at the rates set forth in the
Fee Schedule. To accept this Contract, Town shall: (1) provide Municipal Mosquito proof of authority to
enter the Contract on behalf of Town, and (2) return a fully executed copy of the Contract, intact, to
Municipal Mosquito at the address indicated hereon.
Page 15
Item 3.
Contract for Mosquito Management Services – Page 5
IN WITNESS THEREOF, the Authorized Representatives have executed this Contract on the dates
written below.
Authorized Representative of the Town of Prosper, Texas
Signature Title
Print name Date
Witness ______________________________________
Accepted by PRP Services, L.L.C. d/b/a Municipal Mosquito
By Title ____Executive Director____________________
Date April 28, 2025
The acceptance of this Contract is not valid until it is countersigned by Municipal Mosquito and returned
to the Town of Prosper, Texas.
Page 16
Item 3.
Contract for Mosquito Management Services – Page 6
ATTACHMENT A
SCOPE OF WORK
I. CONSULTING, REPORTING, AND EDUCATION
a. Fee Specifications The Consulting, Reporting, and Education fee is a fixed rate price for
all consulting, reporting, and education during the annual contract term. This fee and signed Contract are
due by May 1st to preserve the pricing and Scope of Work that have been defined.
b. Consulting Municipal Mosquito annually generates terrain maps, current street maps,
digital route maps, and consultation with Town staff for information and history regarding mosquitoes,
sites, populations, species, and locations prior to initiating any treatment services.
c. Reporting Municipal Mosquito shall provide written and digital documentation of all
services provided to Town and retain application records as directed by Texas Department of Agriculture
Structural Pest Control Service (TDA/SPCS) and TCEQ NPDES.
d. Education Municipal Mosquito will assist Town staff during Town hall, public, Town
council, and similar public education and outreach meetings. Municipal Mosquito will also brief the Town
Council as requested.
CONTINGENCY MOSQUITO MANAGEMENT
Should mosquito activity or disease dictate and/or the Town request, Municipal Mosquito shall be
available to provide Contingency Mosquito Control services described in this Scope of Work. Any
Contingency Mosquito Management services will be performed as directed and in accordance with the
provisions of this Contract, this Scope of Work, and the Fee Schedule.
II. LARVAL SURVEILLANCE AND CONTROL
a. Site Inspection Individual inspections will be conducted as directed with monitoring of
known and newly discovered potential larval mosquito development sites. Routine revision and updating
of maps and sites is ever evolving and a key part of effective mosquito control program.
b. Larvicide Application When appropriate and necessary, applications will be made of
appropriately labeled larvicidal materials at U.S. EPA approved labeled dosage rates. Mapping of treated
sites and documentation to meet state requirements will be provided to the Town.
c. Aedes aegypti and Aedes albopictus Specific Larviciding Service Larval mosquito
inspection and control application is a different process for Aedes aegypti and Aedes albopictus
mosquitoes due to small container and cryptic larval development sites often in close proximity to
residential structures. Should intensive larval control become necessary due to an imported or locally
transmitted emerging arbovirus, an hourly rate will be applied to the larval control field operations.
Larval control may be performed through hand larviciding or via liquid larviciding through mist/ULV
applicators. Access to private property is sometimes necessary for these larviciding services. The
Town shall make Code Enforcement and/or Environmental officers available to assist Municipal
Mosquito personnel with private property inspections.
Page 17
Item 3.
Contract for Mosquito Management Services – Page 7
III. ADULT MOSQUITO SURVEILLANCE
a. Reiter Gravid Trap Surveillance This trap selects toward gravid, or egg laden, Culex
spp. female mosquitoes. Gravid female mosquito surveillance is crucial since these female mosquitoes
have taken a blood meal to develop eggs and are potentially infected with West Nile virus. Service will
be as directed for surveillance of the adult Culex mosquito population. Mosquito samples will be delivered
to Tarrant County Public Health for Identification and disease testing.
b. BG Sentinel Trap Surveillance for Emerging Arbovirus Vectors Aedes
aegypti and Aedes albopictus adult mosquitoes are vectors for many known and emerging
arboviruses such as Zika virus and Dengue. The BG Sentinel trap works differently than the
Reiter Gravid trap and is designed to mimic human respiration selectively attracting Aedes
spp. mosquitoes. Municipal Mosquito will set and collect BG Sentinel traps, at the Town’s
direction. These traps will be used to ascertain population densities of disease vector species.
Trap catch information will be used to help determine disease response strategies and trapped
mosquitoes may be tested for disease utilizing real-time RT-PCR.
IV. DISEASE TESTING
a. West Nile Virus Municipal Mosquito’s local third-party laboratory confirms presence of
mosquito borne WNV utilizing real time RT-PCR technology with results available within 24 to 48 hours.
Test results are forwarded to Municipal Mosquito, compiled, and made available to Town for disease
response planning. Assay materials are archived onsite at the Laboratory facility so confirmation testing
may be completed if directed.
b. Emerging Arbovirus Diseases Municipal Mosquito’s local third-party laboratory
confirms presence of mosquito borne Zika virus, Chikungunya virus, Dengue, and other emerging
arboviruses through real-time RT-PCR technology with results available within 24 to 48 hours. Test
results are forwarded to Municipal Mosquito, compiled, and made available to Town for disease response
planning. Assay materials are archived onsite at the Laboratory facility so confirmation testing may be
completed if directed.
V. ADULT MOSQUITO CONTROL
a. Pre-Treatment Operational Procedures Municipal Mosquito will follow strict integrated
mosquito management guidelines and will only adulticide when authorized by the Town and legally
allowable according to product labeling. All adult mosquito control applications will be made only after
written permission is obtained from the Town and Town staff shall notify Municipal Mosquito at least 24
hours prior to altering any previously agreed upon schedule(s).
b. Product Municipal Mosquito currently utilizes a water based synergized permethrin
formulation for Ultra Low Volume (“ULV”) adult mosquito applications and recommends mid-level labeled
application rate of active ingredient per acre. Other materials, application rates, and chemical classes
may be utilized for specialty applications and different rates may apply. Town must advise Municipal
Mosquito regarding the desired application rate at least 24 hours in advance of any requested fogging
services.
c. Adult Mosquito Control Equipment For street level and off-road UTV Mounted
applications, Municipal Mosquito primarily utilizes industry standard ULV fogging equipment. For focused
application techniques, Municipal Mosquito utilizes backpack ULV/misting machines and/or handheld
Thermal Foggers from various manufacturers. During any adult mosquito application, technicians will
record various events that occur during the application sequence, i.e. operator and/or vehicle
identification, ground speed, “No Spray Zones”, type of insecticide, total insecticide dispensed, and total
area or distance treated. Municipal Mosquito application equipment is annually calibrated and analyzed
Page 18
Item 3.
Contract for Mosquito Management Services – Page 8
for proper droplet pattern to insure correct operation and application.
VI. MISCELLANEOUS
a. Response Guarantee Municipal Mosquito guarantees a next business day response
time for larval control and surveillance service requests. Adult Mosquito Control service requests are
guaranteed 48 hours from time of notification for commencement of control operations.
b. Private Property Access For all mosquito related activities, The Town will obtain and/or
furnish right-of-access on any Non-Town-owned project site for Municipal Mosquito to perform any
requested inspections, tests, surveillance, application, or investigation in relation to the Scope of
Services. Municipal Mosquito will take reasonable precautions to avoid and/or minimize damage to the
personal or real property in the performance of such inspections, tests, surveillance, applications, or
investigations.
Note: All defined terms within the Contract are hereby incorporated to this Attachment.
Page 19
Item 3.
Contract for Mosquito Management Services – Page 9
ATTACHMENT B
FEE SCHEDULE
Payment for all Contingent Mosquito Management Services shall be made based on the following fee
schedule and upon the terms set forth in Section 5 of the Contract.
Service Provided Item Price
Consulting, Reporting, And Education Fee
$450.00 per annum
Service Provided Item Price
CONTINGENT MOSQUITO MANAGEMENT
AD HOC
ADULT MOSQUITO SURVEILLANCE
Reiter Gravid Trap (per trap event)
-primary trap for West Nile virus vectors
-identification (speciated and enumerated
$130.00 per each set
and collection
BG Sentinel Trap Set
-primary trap for Aedes spp. mosquitoes
-Zika virus and emerging arbovirus vector surveillance
-identification (speciated and enumerated)
$185.00 per each set
and collection
TESTING
Real time RT-PCR Disease Testing
-a test pool is comprised of 50 eligible mosquitoes
-fee based on Municipal Mosquito staff setting and collecting traps
$58.00 per test pool
$53.00 per additional
test pool
LARVAL SURVEILLANCE AND CONTROL
Inspection Based Larvicide Application
-public property, Town owned property, private property as directed
$180.00 per one hour
UTV Mounted Liquid Larviciding**
-street level, alley, utility easement
$235.00 per 0.25 (1/4)
linear mile
Page 20
Item 3.
Contract for Mosquito Management Services – Page 10
Note: All defined terms within the Contract are hereby incorporated to this Attachment.
Back-pack Liquid Larviciding**
-any area inaccessible to vehicles or
where small-scale application is needed
**liquid larviciding is an alternative means of delivering larval control materials from easements and
alleys to backyards and cryptic breeding sources. This alternative delivery becomes necessary when
physical access to private property (backyards) is difficult to obtain.
$300.00 per 0.25 (1/4)
linear mile
ADULT MOSQUITO CONTROL
Truck Mounted ULV Fogging
- mid-label rate of application
- water-based synergized permethrin product
- ten mile minimum per fog event
$47.00 per one linear
mile
UTV Mounted ULV Fogging
- mid-label rate of application
- water-based synergized permethrin product
- two mile minimum per fog event
$210.00 per one linear
mile
Backpack ULV Fogging
-maximum rate of application
Backpack Residual Mist
-small scale application to areas inaccessible to vehicle
$140.00 per 0.25 (1/4)
linear mile at
Handheld Thermal Fogging
-maximum rate of application
$250.00 per 0.25 (1/4)
linear mile
Residual Barrier Spray
-residual application for heavy vegetation areas
$95.00 per 200 linear
feet
Page 21
Item 3.
Line Item Pricing
Total Price $2,468.00
Line #Description Mfgr Mfgno QTY UOM Estimated Unit Extended
1 Consulting, Training, Meeting and Reporting Fee 1 Each $450.00 $450.00
2 Reiter Gravid Trap (per trap event)1 Each $130.00 $130.00
3 BG Sentinel Trap Set 1 Each $130.00 $130.00
4 Real Time RT-PCR Disease Testing with results in 24 hours 1 Each $55.00 $55.00
5 Insecticide Resistence Testing 1 Location $215.00 $215.00
6 Inspection Based Larvicide Application 1 Hour $145.00 $145.00
7 UTV Mounted Liquid Larviciding 1 .25 linear m $285.00 $285.00
8 Back Pack Liquid Larviciding 1 .10 linear m $330.00 $330.00
9 Truck Mounted ULV Fogging 1 linear mile $48.00 $48.00
10 UTV Mounted ULV Fogging 1 linear mile $210.00 $210.00
11 Backpack ULV Fogging/Residual Mist 1 .25 linear m $140.00 $140.00
12 Thermal Fogging 1 .25 linear m $240.00 $240.00
13 Residual Barrier Spray 1 200 linear fe $90.00 $90.00
Municipal Mosquito
2025-09-A - Page 1
Page 22
Item 3.
RFP NO. 2025-09-A
EVALUATION CRITERIA WEIGHTING POINTS WEIGHTED
SCORE
Cost 30%10.00 3.00
Qualifications 12%8.67 1.04
Experience 12%8.67 1.04
References 11%9.67 1.06
Methodology 20%8.33 1.67
Testing Turn-Around Time 15%10.00 1.50
TOTAL 100%9.31
Mosquito Abatement Program
EVALUATION MATRIX Municipal Mosquito
Page 23
Item 3.
PO Box 831863
Richardson, Texas 75083
214-612-8044
www.MunicipalMosquito.com
May 1, 2025
RE: Estimated Mosquito Adult Surveillance, Disease Testing, and Larval Treatment Costs
Dear Mary Branch,
This letter is intended to provide pricing for the above referenced activities for the remainder
of the 2025 Fiscal Year, as well as the 2026 Fiscal Year. These numbers may vary
according to the number of additional test pools through the season. I have estimated
twelve additional pools for both years, but the number could be different than the estimate. Should
Prosper choose to ULV Fog, those charges will be in addition to the routine services charges.
The estimated FY 2025 cost for these services is $15,119.
The estimated FY 2026 cost for these services is $18,337.
Cordially,
Patrick Prather, Entomologist
Executive Director
Page 24
Item 3.
Page 1 of 2
To: Mayor and Town Council
From: Carrie Jones, Director of Public Works
Through: Mario Canizares, Town Manager
Chuck Ewings, Assistant Town Manager
Re: Wastewater Manhole Rehabilitation
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 4. Provide Excellent Municipal Services
Agenda Item:
Consider and act upon approving a purchase with Fuquay, Inc., to rehabilitate 15 wastewater
manholes for $222,268 and authorizing the Town Manager to execute documents for same.
Description of Agenda Item:
The Public Works Department repairs and rehabilitates wastewater manholes on an annual basis
that have deteriorated over time which ensures the wastewater collection system operates
efficiently. The contract being considered by the Town Council authorizes Fuquay, Inc., to repair
and rehabilitate 15 wastewater manholes in multiple locations throughout the Town.
The contract was competitively priced utilizing the BuyBoard cooperative purchasing program.
Budget Impact:
The cost of the project is $222,267.75 and the funding is budgeted as part of annual maintenance.
Project costs will be charged to account 70050530-53800 – System Improvements.
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. Proposal from Fuquay, Inc.
2. BuyBoard Contract
Town Staff Recommendation:
Town Staff recommends Town Council approving a purchase with Fuquay, Inc., to rehabilitate 15
wastewater manholes for $222,268 and authorizing the Town Manager to execute documents for
same.
PUBLIC WORKS
Page 25
Item 4.
Page 2 of 2
Proposed Motion:
I move to approve a purchase with Fuquay, Inc., to rehabilitate 15 wastewater manholes for
$222,268 and authorizing the Town Manager to execute documents for same.
Page 26
Item 4.
FUQUAY, INC.
4861 Old Hwy 81, New Braunfels, TX 78132 Phone (830) 606-1882 Fax (830) 606-1885
DATE: April 1, 2025
PROJECT: PROSPER TEXAS MANHOLE REHABILITATION
Structure (Manhole) Rehabilitation and Corrosion Protection
and Related Items for 15 manholes
Section I
Item 3 22135 Travel and Mobilization- Manhole Rehabilitation Crew MILE 295 $25.50 $7,522.50 -$1.79 $23.72 $6,995.93 $10.25 $3,023.75
5' X 21 VF FLAT TOP MANHOLE 1 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 369 $54.00 $19,926.00 -$3.78 $50.22 $18,531.18 $42.00 $15,498.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
5' X 19 VF FLAT TOP MANHOLE 2 - 1.5" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 338 $54.00 $18,252.00 -$3.78 $50.22 $16,974.36 $42.00 $14,196.00
Section I
Item 3 22116 Manhole Rehabilitation - Additional 1/2" Cementitious thickness SQFT 338 $22.00 $7,436.00 -$1.54 $20.46 $6,915.48 $15.00 $5,070.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
5' X 18 VF MANHOLE 3 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 302 $54.00 $16,308.00 -$3.78 $50.22 $15,166.44 $42.00 $12,684.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 18 VF FLAT TOP MANHOLE 4 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 396 $54.00 $21,384.00 -$3.78 $50.22 $19,887.12 $42.00 $16,632.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 15 VF FLAT TOP MANHOLE 5 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 339 $54.00 $18,306.00 -$3.78 $50.22 $17,024.58 $42.00 $14,238.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 21 VF FLAT TOP MANHOLE 6 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 452 $54.00 $24,408.00 -$3.78 $50.22 $22,699.44 $42.00 $18,984.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 16 VF MANHOLE 7 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 330 $54.00 $17,820.00 -$3.78 $50.22 $16,572.60 $42.00 $13,860.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
PROPOSAL
PROJECT SPECIFIC
LIST PRICING MEMBER PRICING DISCOUNTED PRICING
Cured In Place Pipe CIPP for Pipeline Rehabilitation #731-24
Page 27
Item 4.
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 13 VF MANHOLE 8 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 273 $54.00 $14,742.00 -$3.78 $50.22 $13,710.06 $42.00 $11,466.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 12 VF MANHOLE 9 - 1.5" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 254 $54.00 $13,716.00 -$3.78 $50.22 $12,755.88 $42.00 $10,668.00
Section I
Item 3 22116 Manhole Rehabilitation - Additional 1/2" Cementitious thickness SQFT 254 $22.00 $5,588.00 -$1.54 $20.46 $5,196.84 $15.00 $3,810.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 13 VF MANHOLE 10 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 273 $54.00 $14,742.00 -$3.78 $50.22 $13,710.06 $42.00 $11,466.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 12 VF MANHOLE 11 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 254 $54.00 $13,716.00 -$3.78 $50.22 $12,755.88 $42.00 $10,668.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 5 VF FLAT TOP MANHOLE 12 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 151 $54.00 $8,154.00 -$3.78 $50.22 $7,583.22 $42.00 $6,342.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 8 VF FLAT TOP MANHOLE 13 - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 207 $54.00 $11,178.00 -$3.78 $50.22 $10,395.54 $42.00 $8,694.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 16 VF MANHOLE 31A - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 330 $54.00 $17,820.00 -$3.78 $50.22 $16,572.60 $42.00 $13,860.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
6' X 22 VF MANHOLE 31B - 1" CEMENTITIOUS BUILD BACK AND 250 MIL SPRAYWALL
Section I
Item 3 22103 Condition Standards and Repair Methods -- Condition 3 SQFT 443 $54.00 $23,922.00 -$3.78 $50.22 $22,247.46 $42.00 $18,606.00
Section I
Item 3 22121 Remove and/or Abrade Existing Coatings within Manhole or Structure SQFT 443 $15.50 $6,866.50 -$1.09 $14.42 $6,385.85 $14.00 $6,202.00
Section I
Item 3 22105 Inflow & Infiltration Repair -- Injection of Chemical Grout Material-Labor & Equipment HR 1 $244.00 $244.00 -$17.08 $226.92 $226.92 $175.00 $175.00
Section II
Item 29 47104 Inflow & Infiltration Repair -- Injection of Chemical Grout Material GAL 1 $321.00 $321.00 -$22.47 $298.53 $298.53 $245.00 $245.00
TOTAL $269,962.26 TOTAL $222,267.75
ALL MATERIAL IS GUARANTEED TO BE AS SPECIFIED, AND THE WORK TO BE PERFORMED IN ACCORDANCE WITH THE
DRAWING AND SPECIFICATIONS SUBMITTED FOR THE ABOVE WORK AND COMPLETED IN A SUBSTANTIAL WORKMANLIKE
MANNER. ANY ALTERATION OR DEVIATION FROM SPECIFICATIONS AND DRAWINGS INVOLVING EXTRA COSTS WILL BE
EXECUTED ONLY UPON WRITTEN ORDERS AND WILL BECOME AN EXTRA CHARGE OVER AND ABOVE THE QUOTATION.
WORKER'S COMPENSATION AND PUBLIC LIABILITY INSURANCE ON ABOVE WORK TO BE FURNISHED BY FUQUAY, INC.
THERE MAY BE AN ADDITIONAL CHARGE FOR PROVIDING A WAIVER OF SUBROGATION AND/OR BEING
LISTED AS AN ADDITIONAL INSURED ON FUQUAY'S INSURANCE. THE CHARGE SHALL BE EQUAL TO THE
AMOUNT CHARGED TO FUQUAY FOR SAID SERVICE.
BOND, SALES TAX, AND OCP EXCLUSIONS:BARRICADES, SIGNS, TRAFFIC HANDLING
PERMITS, BURDENS, FEES PROVIDING AND/OR PERFORMING ANY TESTING
WASTE HAUL-OFF DEWATERING
SURVEYING ALL BYPASS PUMPING AND PIPE PLUGGING
SITE CLEARING Page 28
Item 4.
TERMS:
PAYMENT FOR SERVICES SHALL BE DUE AND PAYABLE WITHIN THIRTY DAYS OF THE DATE/MONTH THE WORK IS ACCEPTED BY:
PERFORMED. THIS PROPOSAL MAY BE WITHDRAWN BY US IF NOT ACCEPTED WITHIN THIRTY DAYS.
COMPANY:
RESPECTFULLY SUBMITTED,
NAME:
FUQUAY, INC. TITLE:
Page 29
Item 4.
Vendor Contract Information Summary
Fuquay, Inc.Vendor
David M KallfelzContact
830-606-1882Phone
davidk@fuquay.comEmail
Fuquay.comVendor Website
74-2405587TIN
4861 Old Hwy 81Address Line 1
New BraunfelsVendor City
78132Vendor Zip
TXVendor State
USAVendor Country
10Delivery Days
FOB DestinationFreight Terms
Net 30Payment Terms
Freight prepaid by vendor and added to invoiceShipping Terms
OtherShip Via
NoDesignated Dealer
NoEDGAR Received
NoService-disabled Veteran Owned
NoMinority Owned
NoWomen Owned
NoNational
NoNo Foreign Terrorist Orgs
NoNo Israel Boycott
NoMWBE
All Texas RegionsESCs
All StatesStates
Cured in Place (CIPP) for Pipeline Rehabilitation (Ultraviolet-
Light-Cured-Products)
Contract Name
731-24Contract No.
04/01/2024Effective
03/31/2027Expiration
YesAccepts RFQs
4/1/2024 4:35 PM
Page 30
Item 4.
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: Downtown Plaza Artificial Turf Project
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 2. Development of Downtown as Destination
Agenda Item:
Consider and act upon authorizing the Town Manager to execute a Construction Agreement
between the Town of Prosper and Turf Concepts, LLC. for provision and installation of artificial
turf in the Downtown Plaza for $64,725.
Description of Agenda Item:
Parks and Recreation staff have been working on improvements to the Downtown Plaza. The
Downtown Plaza project is one which the Downtown Advisory Committee (DTAC) has chosen to
use their funding to construct. The artificial turf is one component of the overall project that is
being managed by Park Planning staff who are serving as the general contractor.
Turf Concepts was the low bidder for installing artificial turf across the surface of the Plaza area.
The scope of work includes ground preparation and removal of rocky soil, installation of graded,
compacted base material, and installation of the artificial turf. Turf will be custom cut and seamed
to accommodate seven Cedar Elm trees that will be planted prior to turf installation. Irrigation,
electrical service, landscaping, lighting, and furnishings will be the other components of this
project. The project should be completed by the end of summer 2025.
The DTAC approved the proposal for the Downtown Plaza at their June 2, 2025, meeting.
Budget Impact:
The total cost of the turf installation contract is $64,725. The total cost estimate for all components
of the Downtown Plaza, including the artificial turf, is $105,000 - $115,000. Funding for this
contract is available in account PK202420 – Downtown Improvements.
Legal Obligations and Review:
Terrence Welch of Brown & Hofmeister, L.L.P., has approved the attached documents as to form
and legality.
PARKS AND RECREATION
DEPARTMENT
Page 31
Item 5.
Page 2 of 2
Attached Documents:
1. Bid tabulation
2. Evaluation Matrix
3. Turf Concepts bid response
4. Construction Agreement
Town Staff Recommendation:
Town Staff recommend the Town Council authorize the Town Manager to execute a Construction
Agreement between the Town of Prosper and Turf Concepts, LLC. for provision and installation
of artificial turf in the Downtown Plaza for $64,725.
Proposed Motion:
I move to approve authorizing the Town Manager to execute a Construction Agreement between
the Town of Prosper and Turf Concepts, LLC. for provision and installation of artificial turf in the
Downtown Plaza for $64,725.
Page 32
Item 5.
TOWN OF PROSPER
PROPOSAL TABULATION SUMMARY
Solicitation Number
Solicitation Title
Close Date
Responding Supplier City State Response Submitted Response Total Total Days
Carr industries LlC Plano TX 5/21/2025 01:25:32 PM (CT)$217,195.48 45
Coastal Synthetic Turf (TOP TURF LLC)Miami FL 5/19/2025 01:35:00 PM (CT)$83,733.59 16
Coats Landscape Systems LLc dallas TX 5/21/2025 10:11:46 AM (CT)$102,372.49 12
Turf Concepts, LLC HALTOM CITY TX 5/21/2025 10:12:14 AM (CT)$64,725.00 7
Certified by: Jay Carter, NIGP-CPP, CPPB, C.P.M. Certified on:May 21, 2025
Purchasing Manager
Town of Prosper, Texas
**All bids/proposals submitted for the designated project are reflected on this tabulation sheet. However, the listing of the bid/proposal on this tabulation sheet shall not be construed as
a comment on the responsiveness of such bid/proposal or as any indication that the agency accepts such bid/proposal as being responsive. The agency will make a determination as to
the responsiveness of the vendor responses submitted based upon compliance with all applicable laws, purchasing guidelines and project documents, including but not limited to the
project specifications and contract documents. The agency will notify the successful vendor upon award of the contract and, as according to the law, all bid/proposal responses received
will be available for inspection at that time.
CSP No. 2025-12-B
Downtown Artificial Turf Installation
5/21/2025 at 2:00PM
Page 33
Item 5.
CSP NO. 2025-12-B
EVALUATION CRITERIA WEIGHTING POINTS WEIGHTED SCORE POINTS WEIGHTED
SCORE
POINTS WEIGHTED
SCORE
POINTS WEIGHTED
SCORE
Cost Proposal 65%2.98 1.94 7.73 5.02 6.32 4.11 10.00 6.50
Proposed Project Timeline 25%1.56 0.39 4.38 1.09 5.83 1.46 10.00 2.50
Qualifications and Experience 10%5.67 0.57 7.67 0.77 3.67 0.37 7.33 0.73
TOTAL 100%2.89 6.88 5.93 9.73
Turf Concepts
Downtown Artificial Turf Installation
EVALUATION MATRIX Carr Industries Coastal Synthetic Turf Coats Landscape
Systems
Page 34
Item 5.
2025-12-B Addendum 1
Turf Concepts, LLC
Supplier Response
Event Information
Number:2025-12-B Addendum 1
Title:Prosper Downtown Artificial Turf Installation
Type:Competitive Sealed Proposal
Issue Date:5/2/2025
Deadline:5/21/2025 02:00 PM (CT)
Notes:The Town of Prosper is accepting competitive sealed proposals for
CSP NO. 2025-12-B Prosper Downtown Artificial Turf Installation.
Proposals will be accepted online through IonWave.net, the Town’s e-
procurement system (preferred method), or in hard copy in the
Purchasing Office located in the 3rd Floor Finance Suite of Town Hall,
250 W. First St., Prosper, Texas 75078 until 2 P.M. on May 21, 2025.
Any proposals received after this time will not be accepted and will be
returned unopened. The proposal opening will be held online on May
21, 2025, at 3:00 P.M. To participate in the proposal opening, please
use the following:
Microsoft Teams
Join the meeting now
Meeting ID: 212 660 815 851 4
Passcode: nV9Gp2uD
The Project consists of furnishing all labor, equipment, and materials,
and performing all work necessary for Prosper Downtown Artificial Turf
Installation.
Each proposal submitted shall be accompanied by a cashier's check
Vendor: Turf Concepts, LLC 2025-12-B Addendum 1Page 1 of 6 pages
Page 35
Item 5.
in the amount of 5% of the maximum amount proposed, payable
without recourse to the Town of Prosper, or a Bid Bond in the same
amount from a reliable surety company as a guarantee that, if awarded
the contract, the successful Contractor will execute a Construction
Agreement with the Town, including all required bonds and other
documents.
The successful Contractor shall furnish a Payment Bond in the amount
of 100% of the contract amount, as well as evidence of all required
insurance coverage within ten (10) calendar days of notice of award.
The successful Contractor shall also furnish a Maintenance Bond in the
amount of 100% of the contract amount covering defects of material
and workmanship for two calendar years following the Town's approval
and acceptance of the construction. An approved surety company,
licensed in the State of Texas, shall issue all bonds in accordance with
Texas law.
Copies of Specifications and Contract Documents may be examined
at Town of Prosper Parks Department, 409 East 1st Street Prosper,
Texas, 75078, Phone: (972) 569-1160 without charge. Copies of
Plans, Specifications, and Contract Documents may also be
downloaded free of charge from Current Bidding Opportunities, at the
following link: http://www.prospertx.gov/325/bid-opportunities .
Questions and requests for clarifications in regard to this proposal
should be submitted in writing through IonWave.net, the Town’s e-
procurement system, or emailed directly to Jay Carter, NIGP-CPP,
CPPB, C.P.M., Purchasing Manager, at jcarter@prospertx.gov. The
deadline for receipt of questions and requests for clarifications is
12:00 P.M. on May 13, 2025. After that day and time, no further
questions or requests for clarifications will be accepted or answered
by the Engineer or Town.
Contact Information
Contact:Jay Carter Purchasing Manager
Address:Purchasing Office
Town Hall
3rd Floor
250 W. First St.
P.O. Box 307
Prosper, TX 75078
Phone:(972) 569-1018
Email:jcarter@prospertx.gov
Vendor: Turf Concepts, LLC 2025-12-B Addendum 1Page 2 of 6 pages
Page 36
Item 5.
Turf Concepts, LLC Information
Contact:Jaime Potter
Address:1728-A LAYTON AVE
HALTOM CITY, TX 76117
Phone:(682) 224-0811
Email:office@turfconceptsonline.com
By submitting your response, you certify that you are authorized to represent and bind your company.
James McCubbin james@turfconceptsonline.com
Signature Email
Submitted at 5/21/2025 10:12:14 AM (CT)
Supplier Note
Thank you for the opportunity. BID BOND INCLUDED WITH ATTACHMENT
Requested Attachments
CSP Submission Prosper 3.pdf
All documents for the CSP to be uploaded in one file.
Bid Attributes
1 Bid Proposal Condition No. 1
The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an agreement with Owner in the
form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract
Documents for the Contract Price and within the Contract Time indicated in this Bid and in accordance with the
other terms and conditions of the Contract Documents.
I Agree
2 Bid Proposal Condition No. 2
Bidder accepts all of the terms and conditions of the Advertisement or Invitation to Bid and Instructions to Bidders,
including without limitation those terms and conditions dealing with the disposition of Bid guaranty. This Bid will
remain subject to acceptance for 90 calendar days after the day of opening Bids. Bidder will sign and submit the
Agreement with the Bonds and other documents required by the Contract Documents within ten (10) calendar days
after the date of Owner's Notice of Award.
I Agree
3 Bid Proposal Condition No. 3
The right is reserved, as the interest of the Owner may require, to reject any and all Bids and to waive any
informality in the Bids received.
I Agree
4 Bid Proposal Condition No. 4
Bidder has familiarized itself with the nature and extent of the Contract Documents, Work, site, locality, and all local
conditions and Laws and Regulations that in any manner may affect cost, progress, performance or furnishing of
the Work.
I Agree
Vendor: Turf Concepts, LLC 2025-12-B Addendum 1Page 3 of 6 pages
Page 37
Item 5.
5 Bid Proposal Condition No. 5
Bidder has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such
examinations, investigations, explorations, tests and studies that pertain to the subsurface or physical conditions at
the site or which otherwise may affect the cost, progress, performance or furnishing of the Work as Bidder
considers necessary for the performance or furnishing of the Work at the Contract Price, within the Contract Time
and in accordance with the other terms and conditions of the Contract Documents, and no additional examinations,
investigations, explorations, tests, reports or similar information or data are or will be required by Bidder for such
purposes.
I Agree
6 Bid Proposal Condition No. 6
Bidder has reviewed and checked all information and data shown or indicated on the Contract Documents with
respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate
location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports or
similar information or data in respect of said Underground Facilities are or will be required by the Bidder in order to
perform and furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms
and conditions of the Contract Documents.
I Agree
7 Bid Proposal Condition No. 7
Bidder has correlated the results of all such observations, examinations, investigations, explorations, tests, reports
and studies with the terms and conditions of the Contract Documents.
I Agree
8 Bid Proposal Condition No. 8
Bidder has given Engineer written notice of all conflicts, errors or discrepancies that it has discovered, if any, in the
Contract Documents and the written resolution thereof by Engineer is acceptable to Bidder.
I Agree
9 Bid Proposal Condition No. 9
This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and
is not submitted in conformity with any agreement or rules of any group, association, organization or corporation;
Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; Bidder has
not solicited or induced any person, firm or corporation to refrain from submitting a Bid; and Bidder has not sought
by collusion to obtain for itself any advantage over any other Bidder or over Owner.
I Agree
1
0
Bid Proposal Condition No. 10 (PROJECT SPECIFIC)
Bidder will substantially complete the Work for the price(s) shown in the schedule of bid items and within the
number of calendars as based on the submitted completion days in the CSP.
I Agree
1
1
Bid Proposal Condition No. 11 (PROJECT SPECIFIC)
Bidder hereby agrees to commence work within ten (10) days after the date written notice to proceed shall have
been given to him, and to substantially complete the work on which he has bid within the number of calendar days
submitted as part of this Proposal. Within the number of additional calendar days as submitted after Substantial
Completion, all outstanding issues shall be addressed and ready for final payment. All such time restrictions are
subject to such extensions of time as are provided by the General Provisions and Special Conditions.
I Agree
Vendor: Turf Concepts, LLC 2025-12-B Addendum 1Page 4 of 6 pages
Page 38
Item 5.
1
2
Bid Proposal Condition No. 12
Bidder agrees that the implementation of the Owner’s right to delete any portion of the improvements shall not be
considered as waiving or invalidating any conditions or provisions of the contract or bonds. Bidder shall perform
the Work as altered and no allowances shall be made for anticipated profits.
I Agree
1
3
Bid Proposal Condition No. 13
Since the Work on this Project is being performed for a governmental body and function, the Owner will issue to the
Contractor a certificate of exemption for payment for the State Sales TAX on materials incorporated into this Project
if requested.
I Agree
1
4
Bid Proposal Condition No. 14
In the event of the award of a contract, vendor will furnish a Payment Bond for 100% of the contract amount, to
secure proper compliance with the terms and provisions of the contract with sureties offered by surety
company named in the space provided, to insure and guarantee the work until final completion and acceptance,
and to guarantee payment of all lawful claims for labor performed and materials furnished in the fulfillment of the
contract. In addition, the undersigned will furnish a Maintenance Bond for 100% of the contract amount
covering defects of material and workmanship for two calendar years following the Owner's approval
and acceptance of the construction.
I Agree
1
5
Bid Proposal Condition No. 15
The work, proposed to be done, shall be accepted when fully completed in accordance with the plans and
specifications, to the satisfaction of the Engineer and the Owner.
I Agree
1
6
Bid Proposal Condition No. 16
The vendor submitting this Bid certifies that the bid prices contained in this Bid have been carefully checked and
are submitted as correct and final.
I Agree
1
7
Addendum No. 1
Bidder has examined copies of all the Contract Documents and of the following Addenda (if issued)
Acknowledged
1
8
Addendum No. 2
Bidder has examined copies of all the Contract Documents and of the following Addenda (if issued)
Acknowledged
1
9
Addendum No. 3
Bidder has examined copies of all the Contract Documents and of the following Addenda (if issued)
Acknowledged
2
0
Addendum No. 4
Bidder has examined copies of all the Contract Documents and of the following Addenda (if issued)
Acknowledged
2
1
Addendum No. 5
Bidder has examined copies of all the Contract Documents and of the following Addenda (if issued)
Acknowledged
Vendor: Turf Concepts, LLC 2025-12-B Addendum 1Page 5 of 6 pages
Page 39
Item 5.
2
2
Project Timeline: Substantial Completion
Provide number of calendar days to reach substantial completion of all construction
5
2
3
Project Timeline: Final Completion
Provide number of calendar days to reach final completion of all construction
7
Bid Lines
1 All labor and materials needed to install 7855 square feet of artificial turf at 211 West Broadway as outlined in the
CSP documents.
Quantity:1 UOM:LOT Unit Price:$62,840.00 Total:$62,840.00
2 Cost of Payment Bond
Quantity:1 UOM:EA Unit Price:$1,885.00 Total:$1,885.00
Response Total: $64,725.00
Vendor: Turf Concepts, LLC 2025-12-B Addendum 1Page 6 of 6 pages
Page 40
Item 5.
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Item 5.
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Item 5.
Page 1 of 1
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: Coleman Street Abandonment
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 4. Provide Excellent Municipal Services
Agenda Item:
Consider and act upon an ordinance abandoning a portion of Coleman Street prescriptive right-
of-way, located south of First Street, beginning at a point approximately 300 feet south of First
Street and extending south approximately 1,600 feet to the intersection with Lovers Lane.
Description of Agenda Item:
The purpose of this request is to abandon a portion of the prescriptive right -of-way for Coleman
Street from a point approximately 300 feet south of First Street and extending south approximately
1,600 feet to the intersection with Lovers Lane. Blue Star Land, LP, the developers of Starview,
have realigned Coleman Street in order to develop Phase 1 of Starview. This is being done to
ensure that there are no future issues involving the prescriptive right-of-way.
Legal Obligations and Review:
Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the ordinance as to form and legality.
Attached Documents:
1. Ordinance
2. Exhibit A
Town Staff Recommendation:
Town staff recommends that the Town Council adopt an ordinance abandoning a portion of
Coleman Street prescriptive right-of-way, located south of First Street, beginning at a point
approximately 300 feet south of First Street and extending south approximately 1,600 feet to the
intersection with Lovers Lane.
Proposed Motion:
I move to adopt an ordinance abandoning a portion of Coleman Street prescriptive right-of-way,
located south of First Street, beginning at a point approximately 300 feet south of First Street and
extending south approximately 1,600 feet to the intersection with Lovers Lane.
ENGINEERING
SERVICES
Page 55
Item 6.
TOWN OF PROSPER, TEXAS ORDINANCE NO. 2025-___
AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF PROSPER,
TEXAS, ABANDONING AND VACATING CERTAIN PRESCRIPTIVE RIGHT-
OF-WAY (COLEMAN STREET) AS REFLECTED ON EXHIBIT A; MAKING
FINDINGS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY
CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING FOR
THE PUBLICATION OF THE CAPTION HEREOF.
WHEREAS, the Town of Prosper, Texas (“Town”), is a duly organized political subdivision
and home-rule municipality of the State of Texas; and
WHEREAS, the Town obtained certain prescriptive right-of-way along a street (indicated
as Coleman Street) beginning approximately 300 feet south of First Street extending south to the
intersection with Lovers Lane as shown on Exhibit A, a copy of which is attached and is
incorporated by reference; and
WHEREAS, Exhibit A reflects an approximate area of prescriptive right-of-way (or street),
approximately 1,600 feet in length, as indicated above, and the property upon which the right-of-
way (or street) is located has never been dedicated to the Town; and
WHEREAS, since the prescriptive right-of-way (or street) is no longer utilized as such, the
Town has determined that the prescriptive right-of-way (or street) should be abandoned and
vacated, and that any and all rights that the Town may have in the prescriptive right-of-way (or
street) should be released to the adjacent property owner, which abandonment and vacation the
Town Council has determined is in furtherance of the public health, safety and welfare of the
Town.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF
PROSPER, TEXAS, THAT:
SECTION 1
The findings set forth above are incorporated into the body of this Ordinance as if fully set
forth herein.
SECTION 2
From and after the effective date of this Ordinance, the Town’s prescriptive right-of-way
(or street) and any and all rights and interests that the Town may have in such right-of-way (or
street), as set forth in the attached Exhibit A, are hereby abandoned and vacated by the Town,
and the Town hereby disclaims any interest in the right-of-way (or street).
SECTION 3
All ordinances, orders or resolutions heretofore passed and adopted by the Town Council
are hereby repealed to the extent that said ordinances, resolutions, or parts thereof, are in conflict
herewith.
Page 56
Item 6.
Ordinance No. 2025-____, Page 2
SECTION 4
If any section, subsection, clause, phrase or provision of this Ordinance, or the application
thereof to any person or circumstance, shall to any extent be held by a court of competent
jurisdiction to be invalid, void or unconstitutional, the remaining sections, subsections, clauses,
phrases and provisions of this Ordinance, or the application thereof to any person or
circumstance, shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the Town Council hereby declares that it would have passed such remaining
portions of this Ordinance despite such invalidity, which remaining portions shall remain in full
force and effect.
SECTION 5
This Ordinance shall become effective from and 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 10TH DAY OF JUNE, 2025.
________________________________
David F. Bristol, Mayor
ATTEST:
_____________________________
Michell Lewis Sirianni, Town Secretary
APPROVED AS TO FORM AND LEGALITY:
_____________________________
Terrence S. Welch, Town Attorney
Page 57
Item 6.
EXHIBIT A
COLEMAN STREET ABANDONMENT
Page 58
Item 6.
Page 1 of 1
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: Coleman Street Abandonment
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 4. Provide Excellent Municipal Services
Agenda Item:
Consider and act upon an ordinance abandoning a portion of Good Hope Road prescriptive right-
of-way, beginning at Berylline Lane and extending northeast approximately 800 feet to a point
approximately 50 feet north of Kinglet Court.
Description of Agenda Item:
The purpose of this request is to abandon a portion of the prescriptive right-of-way for Good Hope
Road beginning at Berylline Lane and extending northeast approximately 800 feet to a point
approximately 50 feet north of Kinglet Court. Tellus Group LLC, the developers of Windsong
Ranch, have realigned Good Hope Road to develop various phases of the Windsong Ranch
development. This is being done to ensure that there are no future issues involving the prescriptive
right-of-way.
Legal Obligations and Review:
Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the ordinance as to form and legality.
Attached Documents:
1. Ordinance
2. Exhibit A
Town Staff Recommendation:
Town staff recommends that the Town Council adopt an ordinance abandoning a portion of Good
Hope Road prescriptive right-of-way, beginning at Berylline Lane and extending northeast
approximately 800 feet to a point approximately 50 feet north of Kinglet Court.
Proposed Motion:
I move to adopt an ordinance abandoning a portion of Good Hope Road prescriptive right-of-way,
beginning at Berylline Lane and extending northeast approximately 800 feet to a point
approximately 50 feet north of Kinglet Court.
ENGINEERING
SERVICES
Page 59
Item 7.
TOWN OF PROSPER, TEXAS ORDINANCE NO. 2025-___
AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF PROSPER,
TEXAS, ABANDONING AND VACATING CERTAIN PRESCRIPTIVE RIGHT-
OF-WAY (GOOD HOPE ROAD) AS REFLECTED ON EXHIBIT A; MAKING
FINDINGS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY
CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING FOR
THE PUBLICATION OF THE CAPTION HEREOF.
WHEREAS, the Town of Prosper, Texas (“Town”), is a duly organized political subdivision
and home-rule municipality of the State of Texas; and
WHEREAS, the Town obtained certain prescriptive right-of-way along a street (indicated
as Good Hope Road) beginning at Berylline Lane and extending northeast to approximately 50
north of Kinglet Court as shown on Exhibit A, a copy of which is attached and is incorporated by
reference; and
WHEREAS, Exhibit A reflects an approximate area of prescriptive right-of-way (or street),
approximately 800 feet in length, as indicated above, and the property upon which the right-of-
way (or street) is located has never been dedicated to the Town; and
WHEREAS, since the prescriptive right-of-way (or street) is no longer utilized as such, the
Town has determined that the prescriptive right-of-way (or street) should be abandoned and
vacated, and that any and all rights that the Town may have in the prescriptive right-of-way (or
street) should be released to the adjacent property owner, which abandonment and vacation the
Town Council has determined is in furtherance of the public health, safety and welfare of the
Town.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF
PROSPER, TEXAS, THAT:
SECTION 1
The findings set forth above are incorporated into the body of this Ordinance as if fully set
forth herein.
SECTION 2
From and after the effective date of this Ordinance, the Town’s prescriptive right-of-way
(or street) and any and all rights and interests that the Town may have in such right-of-way (or
street), as set forth in the attached Exhibit A, are hereby abandoned and vacated by the Town,
and the Town hereby disclaims any interest in the right-of-way (or street).
SECTION 3
All ordinances, orders or resolutions heretofore passed and adopted by the Town Council
are hereby repealed to the extent that said ordinances, resolutions, or parts thereof, are in conflict
herewith.
Page 60
Item 7.
Ordinance No. 2025-____, Page 2
SECTION 4
If any section, subsection, clause, phrase or provision of this Ordinance, or the application
thereof to any person or circumstance, shall to any extent be held by a court of competent
jurisdiction to be invalid, void or unconstitutional, the remaining sections, subsections, clauses,
phrases and provisions of this Ordinance, or the application thereof to any person or
circumstance, shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the Town Council hereby declares that it would have passed such remaining
portions of this Ordinance despite such invalidity, which remaining portions shall remain in full
force and effect.
SECTION 5
This Ordinance shall become effective from and 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 10TH DAY OF JUNE, 2025.
________________________________
David F. Bristol, Mayor
ATTEST:
_____________________________
Michell Lewis Sirianni, Town Secretary
APPROVED AS TO FORM AND LEGALITY:
_____________________________
Terrence S. Welch, Town Attorney
Page 61
Item 7.
EXHIBIT A
GOOD HOPE ROAD ABANDONMENT
Page 62
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: Bid Award: FM 1461 12-inch Water Line Relocation
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 1. Acceleration of Infrastructure
Agenda Item:
Consider and act upon authorizing the Town Manager to execute a Construction Agreement
awarding CSP No. 2025-08-B to J&L Construction, LLC, related to the FM 1461 12-inch Water Line
Relocation project, for $4,085,802.90 and authorize $400,000 for construction phase contingencies.
The total purchase order amount is $4,485,802.90.
Description of Agenda Item:
On March 20, 2025, at 2:00 PM, eight (8) Competitive Sealed Proposals were received for the FM
1461 12-inch Water Line Relocation project (2114-WA). With the future expansion of FM 1461
(Frontier Parkway) by the Texas Department of Transportation, the Town needs to relocate the
existing 12-inch water line to avoid conflicts with their proposed improvements. Under a future
agenda item, the Town will consider a Texas Department of Transportation Standard Utility
Agreement that outlines the amount of reimbursement for this project from the Texas Department of
Transportation.
The project was advertised using the Competitive Sealed Proposal Construction alternative
procurement method to allow the Town to award the project to the contractor that offers the best
value proposal based on the following criteria, which includes standard percentages based on
direction from the Town Council:
Qualifications and Experience (10%)
o Outline contractor and subcontractor experience with similar projects.
o Outline qualifications of key personnel assigned to this project.
o Provide references.
Project Timeline (25%)
Cost Proposal (65%)
ENGINEERING
SERVICES
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The verified proposal totals ranged between $4,085,802.90 and $8,032,594.00. The Engineer's
Estimate was $7,364,213.00. The proposal’s final completion times ranged from 180 calendar days
to 425 calendar days.
J&L Construction, LLC, was the firm that ranked the highest after consideration of Costs, Time, and
Qualifications with a cost of $4,085,802.90, and a project timeline of 180 calendar days. J&L
Construction, LLC has not performed a project for the Town of Prosper but has successfully
completed similar projects for the City of Weatherford, South Grayson Special Utility District, and the
North Texas Municipal Water District. Staff checked the references provided and received positive
feedback.
Budget Impact:
The cost for the construction of the project is $4,085,802.90. The construction budget for the project
is $6,000,000 in Account No. WA202114-CONST-CONST. The contingency amount of $400,000 will
be used during the construction phase to address field changes or adjust quantities during
construction. The use of the contingency fund will be documented with change order requests
negotiated between staff and the contractor as construction progresses.
Legal Obligations and Review:
Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard construction agreement
as to form and legality.
Attachments:
1. Location Map
2. Bid Tabulation Summary
3. Construction Agreement
Town Staff Recommendation:
Town staff recommends that the Town Council authorize the Town Manager to execute a
Construction Agreement awarding CSP No. 2025-08-B to J&L Construction, LLC, related to the FM
1461 12-inch Water Line Relocation project, for $4,085,802.90 and authorize $400,000 for
construction phase contingencies. The total purchase order amount is $4,485,802.90.
Proposed Motion:
I move to authorize the Town Manager to execute a Construction Agreement awarding CSP No.
2025-08-B to J&L Construction, LLC, related to the FM 1461 12-inch Water Line Relocation project,
for $4,085,802.90 and authorize $400,000 for construction phase contingencies. The total purchase
order amount is $4,485,802.90.
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TOWN OF PROSPER
PROPOSAL TABULATION SUMMARY
Solicitation Number
Solicitation Title
Close Date
Responding Supplier City State Response Submitted Response Total Total Days
J&L Construction, LLC. Denton TX 3/20/2025 12:24:51 PM (CT)$4,085,802.90 180
Pittard Construction Company Allen TX 3/19/2025 05:20:48 PM (CT)$4,986,014.00 210
Western Municipal Construction of Texas, LLC. Justin TX 3/20/2025 01:22:19 PM (CT)$5,272,186.50 290
Maya Underground Contractors LLC weston TX 3/20/2025 12:58:54 PM (CT)$5,342,115.00 220
DDM Construction Corporation Addison TX 3/20/2025 01:48:44 PM (CT)$5,500,347.00 330
BRCT LLC DBA BLACKROCK CONSTRUCTION Mansfield TX 3/20/2025 12:41:29 PM (CT)$7,649,398.50 360
Timco Blasting & Coatings, Inc Bristow OK 3/20/2025 11:22:37 AM (CT)$7,766,981.75 360
Canary Construction (Canary Construction, Inc.) Lewisville TX 3/19/2025 02:31:02 PM (CT)$8,032,594.00 425
Certified by: Jay Carter, NIGP-CPP, CPPB, C.P.M. Certified on: March 20, 2025
Purchasing Manager
Town of Prosper, Texas
**All bids/proposals submitted for the designated project are reflected on this tabulation sheet. However, the listing of the bid/proposal on this tabulation sheet shall not be construed
as a comment on the responsiveness of such bid/proposal or as any indication that the agency accepts such bid/proposal as being responsive. The agency will make a determination
as to the responsiveness of the vendor responses submitted based upon compliance with all applicable laws, purchasing guidelines and project documents, including but not limited to
the project specifications and contract documents. The agency will notify the successful vendor upon award of the contract and, as according to the law, all bid/proposal responses
received will be available for inspection at that time.
CSP No. 2025-08-B
FM 1461 12-inch Water Line Relocation
3/20/2025 at 2:00PM
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CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
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CONSTRUCTION AGREEMENT
THE STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF COLLIN )
This Construction Agreement (the "Agreement") is made by and between J&L Construction, LLC,
, a company authorized to do business in Texas, (the "Contractor") and the Town of Prosper, Texas, a
municipal corporation (the "Owner"). For and in consideration of the payment, agreements and conditions
hereinafter mentioned, and under the conditions expressed in the bonds herein, Contractor hereby agrees to
complete the construction of improvements described as follows:
CSP NO. 2025-08-B
FM 1461 12” WATER LINE RELOCATION
in the Town of Prosper, Texas, and all extra work in connection therewith, under the terms as stated in the
terms of this Contract, including all Contract Documents incorporated herein; and at his, her or their own
proper cost and expense to furnish all superintendence, labor, insurance, equipment, tools and other
accessories and services necessary to complete the said construction in accordance with all the Contract
Documents, incorporated herein as if written word for word, and in accordance with the Plans, which include
all maps, plats, blueprints, and other drawings and printed or written explanatory manner therefore, and the
Specifications as prepared by Town of Prosper or its consultant hereinafter called Engineer, who has been
identified by the endorsement of the Contractor's written proposal, the General Conditions of this Contract,
the Special Conditions of this Contract, the payment, performance, and maintenance bonds hereto attached;
all of which are made a part hereof and collectively evidence and constitute the entire Contract.
A. Contract Documents and Order of Precedence
The Contract Documents shall consist of the following documents:
1. this Construction Agreement;
2. properly authorized change orders;
3. the Special Conditions of this Contract;
4. the General Conditions of this Contract;
5. the Technical Specifications & Construction Drawings of this Contract;
6. the OWNER's Standard Construction Details;
7. the OWNER's Standard Construction Specifications;
8. the OWNER’s written notice to proceed to the CONTRACTOR;
9. the Contractor’s Cost Proposal;
10. any listed and numbered addenda;
11. the Performance, Payment, and Maintenance Bonds; and,
12. any other proposal materials distributed by the Owner that relate to the Project.
These Contract Documents are incorporated by reference into this Construction Agreement as if set
out here in their entirety. The Contract Documents are intended to be complementary; what is called for by
one document shall be as binding as if called for by all Contract Documents. It is specifically provided,
however, that in the event of any inconsistency in the Contract Documents, the inconsistency shall be
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resolved by giving precedence to the Contract Documents in the order in which they are listed herein above.
If, however, there exists a conflict or inconsistency between the Technical Specifications and the Construction
Drawings it shall be the Contractor’s obligation to seek clarification as to which requirements or provisions
control before undertaking any work on that component of the project. Should the Contractor fail or refuse
to seek a clarification of such conflicting or inconsistent requirements or provisions prior to any work on that
component of the project, the Contractor shall be solely responsible for the costs and expenses - including
additional time - necessary to cure, repair and/or correct that component of the project.
B. Total of Payments Due Contractor
For performance of the Work in accordance with the Contract Documents, the Owner shall pay the
Contractor in current funds an amount not to exceed Four million eighty-five thousand eight hundred two
dollars and 90 cents ($4,085,802.90). This amount is subject to adjustment by change order in accordance
with the Contract Documents.
C. Dates to Start and Complete Work
Contractor shall begin work within ten (10) calendar days after receiving a written Notice to Proceed
or written Work Order from the Owner. All Work required under the Contract Documents shall be substantially
completed within 160 calendar days after the date of the Notice to Proceed for the base proposal. Within 20
additional calendar days after Substantial Completion, all outstanding issues shall be addressed and ready
for final payment.
Under this Construction Agreement, all references to “day” are to be considered “calendar days”
unless noted otherwise.
For the purpose of tracking time, issuing payment of retainage, and assessing liquidated damages,
Substantial Completion shall be defined as the date upon which all scheduled bid items included in the
Contract have been constructed or installed completely to allow all facilities to function as designed and
the Contractor has made a request for a final walk-through inspection with the Owner's Construction
Superintendent, CIP Program Manager, Engineer, and other representatives.
For the purpose of tracking time, issuing payment of retainage, and assessing liquidated damages,
Final Completion shall be defined as the date upon which all items identified during the final walk-through
inspection as being incomplete or not functioning as designed (the “punch list”) have been completed or
corrected and the Contractor has requested final acceptance of the Project.
D. CONTRACTOR'S INDEMNITY TO THE OWNER AND OTHERS
CONTRACTOR DOES HEREBY AGREE TO WAIVE ALL CLAIMS, RELEASE, INDEMNIFY,
DEFEND AND HOLD HARMLESS THE TOWN OF PROSPER (OWNER) TOGETHER WITH ITS MAYOR AND TOWN COUNCIL AND ALL OF ITS OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES, IN BOTH
THEIR PUBLIC AND PRIVATE CAPACITIES, FROM AND AGAINST ANY AND ALL CITATIONS, CLAIMS,
COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LIABILITY, LOSSES, PENALTIES,
SUITS OR CAUSES OF ACTION OF EVERY KIND INCLUDING ALL EXPENSES OF LITIGATION AND/OR
SETTLEMENT, COURT COSTS AND ATTORNEY FEES WHICH MAY ARISE BY REASON OF INJURY TO
OR DEATH OF ANY PERSON OR FOR LOSS OF, DAMAGE TO, OR LOSS OF USE OF ANY PROPERTY
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OCCASIONED BY ERROR, OMISSION, OR NEGLIGENT ACT OF CONTRACTOR, ITS SUBCONTRACTORS, ANY OFFICERS, AGENTS OR EMPLOYEES OF CONTRACTOR OR ANY
SUBCONTRACTORS, INVITEES, AND ANY OTHER THIRD PARTIES OR PERSONS FOR WHOM OR
WHICH CONTRACTOR IS LEGALLY RESPONSIBLE, IN ANY WAY ARISING OUT OF, RELATING TO,
RESULTING FROM, OR IN CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT, AND
CONTRACTOR WILL AT HIS OR HER OWN COST AND EXPENSE DEFEND AND PROTECT TOWN OF
PROSPER (OWNER) FROM ANY AND ALL SUCH CLAIMS AND DEMANDS.
CONTRACTOR DOES HEREBY AGREE TO WAIVE ALL CLAIMS, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS TOWN OF PROSPER (OWNER) TOGETHER WITH ITS MAYOR AND
TOWN COUNCIL AND ALL OF ITS OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CITATIONS, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES,
JUDGMENTS, LIABILITY, LOSSES, PENALTIES, SUITS OR CAUSES OF ACTION OF EVERY KIND
INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT, COURT COSTS AND ATTORNEYS
FEES FOR INJURY OR DEATH OF ANY PERSON OR FOR LOSS OF, DAMAGES TO, OR LOSS OF USE
OF ANY PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THIS
CONTRACT. SUCH INDEMNITY SHALL APPLY WHETHER THE CITATIONS, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LIABILITY, LOSSES, PENALTIES, SUITS OR
CAUSES OF ACTION ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF THE TOWN OF
PROSPER (OWNER), ITS MAYOR AND TOWN COUNCIL, OFFICERS, OFFICIALS, AGENTS OR
EMPLOYEES. IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY CONTRACTOR TO INDEMNIFY AND PROTECT
TOWN OF PROSPER (OWNER) FROM THE CONSEQUENCES OF TOWN OF PROSPER’S (OWNER'S)
OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS A SOLE OR CONCURRING CAUSE OF THE
INJURY, DEATH OR DAMAGE.
IN ANY AND ALL CLAIMS AGAINST ANY PARTY INDEMNIFIED HEREUNDER BY ANY
EMPLOYEE OF THE CONTRACTOR, ANY SUB-CONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY
EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE, THE
INDEMNIFICATION OBLIGATION HEREIN PROVIDED SHALL NOT BE LIMITED IN ANY WAY BY ANY
LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY
OR FOR THE CONTRACTOR OR ANY SUB-CONTRACTOR UNDER WORKMEN'S COMPENSATION OR
OTHER EMPLOYEE BENEFIT ACTS.
INDEMNIFIED ITEMS SHALL INCLUDE ATTORNEYS' FEES AND COSTS, COURT COSTS, AND
SETTLEMENT COSTS. INDEMNIFIED ITEMS SHALL ALSO INCLUDE ANY EXPENSES, INCLUDING
ATTORNEYS' FEES AND EXPENSES, INCURRED BY AN INDEMNIFIED INDIVIDUAL OR ENTITY IN
ATTEMPTING TO ENFORCE THIS INDEMNITY.
In its sole discretion, the Owner shall have the right to approve counsel to be retained by Contractor
in fulfilling its obligation to defend and indemnify the Owner. Contractor shall retain approved counsel for the
Owner within seven (7) business days after receiving written notice from the Owner that it is invoking its right
to indemnification under this Construction Agreement. If Contractor does not retain counsel for the Owner
within the required time, then the Owner shall have the right to retain counsel and the Contractor shall pay
these attorneys' fees and expenses.
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The Owner retains the right to provide and pay for any or all costs of defending indemnified items,
but it shall not be required to do so. To the extent that Owner elects to provide and pay for any such
costs, Contractor shall indemnify and reimburse Owner for such costs.
(Please note that this “broad-form” indemnification clause is not prohibited by Chapter 151 of the Texas
Insurance Code as it falls within one of the exclusions contained in Section 151.105 of the Texas
Insurance Code.)
E. Insurance Requirements
Contractor shall procure and maintain for the duration of the contract, insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder by the vendor, his agents, representatives, employees or
subcontractors. The cost of such insurance shall be included in the contractor’s proposal. 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. Certificates holder shall be listed as follows, with the project/contract number referenced:
Town of Prosper
Attn: Purchasing Manager
P.O. Box 307
Prosper, Texas 75078
re: CSP No. 2025-08-B / FM 1461 12” WATER LINE RELOCATION
1. Minimum Scope of Insurance
Coverage shall be at least as broad as:
a. ISO Form Number GL 00 01 (or similar form) covering Comprehensive General
Liability. “Occurrence” form only, “claims made” forms are unacceptable.
b. Workers’ Compensation insurance as required by the Labor Code of the State of
Texas, including Employers’ Liability Insurance.
c. 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.
2. Minimum Limits of Insurance
Contractor shall maintain throughout contract limits not less than:
a. Commercial General Liability: $1,000,000 per occurrence / $2,000,000 in the
aggregate for third party bodily injury, personal injury and property damage. Policy
will include coverage for:
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1) Premises / Operations
2) Broad Form Contractual Liability
3) Products and Completed Operations
4) Personal Injury
5) Broad Form Property Damage
6) Explosion Collapse and Underground (XCU) Coverage.
b. 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 per injury, $300,000 per occurrence, and $100,000 per
occupational disease.
c. Automobile Liability: $1,000,000 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.
d. Builders’ Risk Insurance: Completed value form, insurance carried must be equal to
the completed value of the structure. Town shall be listed as Loss Payee.
e. $1,000,000 Umbrella Liability Limit that follows form over underlying Automobile
Liability, General Liability, and Employers Liability coverages.
3. Deductible and Self-Insured Retentions
Any deductible or self-insured retentions in excess of $10,000 must be declared to and
approved by the Town.
4. Other Insurance Provisions
The policies are to contain, or be endorsed to contain the following provisions:
a. General Liability and Automobile Liability Coverage
1) 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 contractor, products
and completed operations of the contractor, premises owned, occupied or
used by the contractor. The coverage shall contain no special limitations on
the scope of protection afforded to the Town, its officers, officials,
employees or volunteers.
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2) The contractor’s insurance coverage shall be primary insurance in respects
to the Town, its officers, officials, employees and volunteers. Any insurance
or self- insurance maintained by the Town, its officers, officials, employees
or volunteers shall be in excess of the contractor’s insurance and shall not
contribute with it.
3) 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.
4) The contractor’s insurance shall apply separately to each insured against
whom the claim is made or suit is brought, except to the limits of the
insured’s limits of liability.
b. 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 contractor for the Town.
c. 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.
5. 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.
6. Verification of Coverage
Contractor shall provide the Town with certificates of insurance indicating coverage’s
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.
F. Performance, Payment and Maintenance Bonds
The Contractor shall procure and pay for a Performance Bond applicable to the work in the amount
of one hundred fifteen percent (115%) of the total proposed price, and a Payment Bond applicable to the
work in the amount of one hundred percent (100%) of the total proposed price. The Contractor shall also
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procure and pay for a Maintenance Bond applicable to the work in the amount of one hundred percent (100%)
of the total proposed price. The period of the Maintenance Bond shall be two years from the date of
acceptance of all work done under the contract, to cover the guarantee as set forth in this
Construction Agreement. The performance, payment and maintenance bonds shall be issued in the form
attached to this Construction Agreement as Exhibits A, B and C. Other performance, payment and
maintenance bond forms shall not be accepted. Among other things, these bonds shall apply to any work
performed during the two-year warranty period after acceptance as described in this Construction Agreement.
The performance, payment and maintenance bonds shall be issued by a corporate surety,
acceptable to and approved by the Town, authorized to do business in the State of Texas, pursuant to
Chapter 2253 of the Texas Government Code. Further, the Contractor shall supply capital and surplus
information concerning the surety and reinsurance information concerning the performance, payment and
maintenance bonds upon Town request. In addition to the foregoing requirements, if the amount of the bond
exceeds One Hundred Thousand Dollars ($100,000) the bond must be issued by a surety that is qualified as
a surety on obligations permitted or required under federal law as indicated by publication of the surety’s
name in the current U.S. Treasury Department Circular 570. In the alternative, an otherwise acceptable
surety company (not qualified on federal obligations) that is authorized and admitted to write surety bonds in
Texas must obtain reinsurance on any amounts in excess of One Hundred Thousand Dollars ($100,000)
from a reinsurer that is authorized and admitted as a reinsurer in Texas who also qualifies as a surety or
reinsurer on federal obligations as indicated by publication of the surety’s or reinsurer’s name in the current
U.S. Treasury Department Circular 570.
G. Progress Payments and Retainage
As it completes portions of the Work, the Contractor may request progress payments from the Owner.
Progress payments shall be made by the Owner based on the Owner's estimate of the value of the Work
properly completed by the Contractor since the time the last progress payment was made. The "estimate of
the value of the work properly completed" shall include the net invoice value of acceptable, non-perishable
materials actually delivered to and currently at the job site only if the Contractor provides to the Owner
satisfactory evidence that material suppliers have been paid for these materials.
No progress payment shall be due to the Contractor until the Contractor furnishes to the Owner:
1. copies of documents reasonably necessary to aid the Owner in preparing an estimate of the
value of Work properly completed;
2. full or partial releases of liens, including releases from subcontractors providing materials or
delivery services relating to the Work, in a form acceptable to the Owner releasing all liens
or claims relating to goods and services provided up to the date of the most recent previous
progress payment;
3. an updated and current schedule clearly detailing the project’s critical path elements; and
4. any other documents required under the Contract Documents.
Progress payments shall not be made more frequently than once every thirty (30) calendar days
unless the Owner determines that more frequent payments are appropriate. Further, progress payments are
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to be based on estimates and these estimates are subject to correction through the adjustment of subsequent
progress payments and the final payment to Contractor. If the Owner determines after final payment that it
has overpaid the Contractor, then Contractor agrees to pay to the Owner the overpayment amount specified
by the Owner within thirty (30) calendar days after it receives written demand from the Owner.
The fact that the Owner makes a progress payment shall not be deemed to be an admission by the
Owner concerning the quantity, quality or sufficiency of the Contractor's work. Progress payments shall not
be deemed to be acceptance of the Work nor shall a progress payment release the Contractor from any of
its responsibilities under the Contract Documents.
After determining the amount of a progress payment to be made to the Contractor, the Owner shall
withhold a percentage of the progress payment as retainage. The amount of retainage withheld from each
progress payment shall be set at five percent (5%). Retainage shall be withheld and may be paid to:
1. ensure proper completion of the Work. The Owner may use retained funds to pay
replacement or substitute contractors to complete unfinished or defective work;
2. ensure timely completion of the Work. The Owner may use retained funds to pay liquidated
damages; and
3. provide an additional source of funds to pay claims for which the Owner is entitled to
indemnification from Contractor under the Contract Documents.
Retained funds shall be held by the Owner in accounts that shall not bear interest. Retainage not
otherwise withheld in accordance with the Contract Documents shall be returned to the Contractor as part of
the final payment.
H. Withholding Payments to Contractor
The Owner may withhold payment of some or all of any progress or final payment that would
otherwise be due if the Owner determines, in its discretion, that the Work has not been performed in
accordance with the Contract Documents. The Owner may use these funds to pay replacement or substitute
contractors to complete unfinished or defective Work.
The Owner may withhold payment of some or all of any progress or final payment that would
otherwise be due if the Owner determines, in its discretion, that it is necessary and proper to provide an
additional source of funds to pay claims for which the Owner is entitled to indemnification from Contractor
under the Contract Documents.
Amounts withheld under this section shall be in addition to any retainage.
I. Acceptance of the Work
When the Work is completed, the Contractor shall request that the Owner perform a final inspection.
The Owner shall inspect the Work. If the Owner determines that the Work has been completed in accordance
with the Contract Documents, it shall issue a written notice of acceptance of the Work. If the Owner
determines that the Work has not been completed in accordance with the Contract Documents, then it shall
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provide the Contractor with a verbal or written list of items to be completed before another final inspection
shall be scheduled.
It is specifically provided that Work shall be deemed accepted on the date specified in the Owner's
written notice of acceptance of the Work. The Work shall not be deemed to be accepted based on
"substantial completion" of the Work, use or occupancy of the Work, or for any reason other than the Owner's
written Notice of Acceptance. Further, the issuance of a certificate of occupancy for all or any part of the
Work shall not constitute a Notice of Acceptance for that Work.
In its discretion, the Owner may issue a Notice of Acceptance covering only a portion of the Work.
In this event, the notice shall state specifically what portion of the Work is accepted.
J. Acceptance of Erosion Control Measures
When the erosion control measures have been completed, the Contractor shall request that the
Owner perform a final inspection. The Owner shall inspect the Work. If the Owner determines that the Work
has been completed in accordance with the Contract Documents and per TPDES General Construction
Permit, it shall issue a written Notice of Acceptance of the Work. If the Owner determines that the Work has
not been completed in accordance with the Contract Documents or TPDES General Construction Permit,
then it shall provide the Contractor with a verbal or written list of items to be completed before another final
inspection shall be scheduled.
K. Final Payment
After all Work required under the Contract Documents has been completed, inspected, and
accepted, the Town shall calculate the final payment amount promptly after necessary measurements and
computations are made. The final payment amount shall be calculated to:
1. include the estimate of the value of Work properly completed since the date of the most
recent previous progress payment;
2. correct prior progress payments; and
3. include retainage or other amounts previously withheld that are to be returned to Contractor,
if any.
Final payment to the Contractor shall not be due until the Contractor provides original full releases
of liens from the Contractor and its subcontractors, or other evidence satisfactory to the Owner to show that
all sums due for labor, services, and materials furnished for or used in connection with the Work have been
paid or shall be paid with the final payment. To ensure this result, Contractor consents to the issuance of the
final payment in the form of joint checks made payable to Contractor and others. The Owner may, but is not
obligated to issue final payment using joint checks.
Final payment to the Contractor shall not be due until the Contractor has supplied to the Owner
original copies of all documents that the Owner determines are reasonably necessary to ensure both that the
final payment amount is properly calculated and that the Owner has satisfied its obligation to administer the
Construction Agreement in accordance with applicable law. The following documents shall, at a minimum,
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be required to be submitted prior to final payment being due: redline as-built construction plans; consent of
surety to final payment; public infrastructure inventory; affidavit of value for public infrastructure; and, final
change order(s). “Redline as-built construction plans” shall include, but are not limited to markups for change
orders, field revisions, and quantity overruns as applicable. The list of documents contained in this provision
is not an exhaustive and exclusive list for every project performed pursuant to these Contract Documents
and Contractor shall provide such other and further documents as may be requested and required by the
Owner to close out a particular project.
Subject to the requirements of the Contract Documents, the Owner shall pay the Final Payment
within thirty (30) calendar days after the date specified in the Notice of Acceptance. This provision shall apply
only after all Work called for by the Contract Documents has been accepted.
L. Contractor’s Warranty
For a two-year period after the date specified in a written notice of acceptance of Work, Contractor
shall provide and pay for all labor and materials that the Owner determines are necessary to correct all
defects in the Work arising because of defective materials or workmanship supplied or provided by Contractor
or any subcontractor. This shall also include areas of vegetation that did meet TPDES General Construction
Permit during final close out but have since become noncompliant.
Forty-five (45) to sixty (60) calendar days before the end of the two-year warranty period, the Owner
may make a warranty inspection of the Work. The Owner shall notify the Contractor of the date and time of
this inspection so that a Contractor representative may be present. After the warranty inspection, and before
the end of the two-year warranty period, the Owner shall mail to the Contractor a written notice that specifies
the defects in the Work that are to be corrected.
The Contractor shall begin the remedial work within ten (10) calendar days after receiving the written
notice from the Town. If the Contractor does not begin the remedial work timely or prosecute it diligently,
then the Owner may pay for necessary labor and materials to effect repairs and these expenses shall be paid
by the Contractor, the performance bond surety, or both.
If the Owner determines that a hazard exists because of defective materials and workmanship, then
the Owner may take steps to alleviate the hazard, including making repairs. These steps may be taken
without prior notice either to the Contractor or its surety. Expenses incurred by the Owner to alleviate the
hazard shall be paid by the Contractor, the performance bond surety, or both.
Any Work performed by or for the Contractor to fulfill its warranty obligations shall be performed in
accordance with the Contract Documents. By way of example only, this is to ensure that Work performed
during the warranty period is performed with required insurance and the performance and payment bonds
still in effect.
Work performed during the two-year warranty period shall itself be subject to a one-year warranty.
This warranty shall be the same as described in this section.
The Owner may make as many warranty inspections as it deems appropriate.
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Item 8.
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M. Compliance with Laws
The Contractor shall be responsible for ensuring that it and any subcontractors performing any
portion of the Work required under the Contract Documents comply with all applicable federal, state, county,
and municipal laws, regulations, and rules that relate in any way to the performance and completion of the
Work. This provision applies whether or not a legal requirement is described or referred to in the Contract
Documents.
Ancillary/Integral Professional Services: In selecting an architect, engineer, land surveyor, or other
professional to provide professional services, if any, that are required by the Contract Documents, Contractor
shall not do so on the basis of competitive bids but shall make such selection on the basis of demonstrated
competence and qualifications to perform the services in the manner provided by Section 2254.004 of the
Texas Government Code and shall so certify to the Town the Contractor's agreement to comply with this
provision with Contractor's bid.
N. “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 Contract that the company does not boycott Israel and will not boycott Israel during the term
of this Contract.
O. IRAN, SUDAN AND FOREIGN TERRORIST ORGANIZATIONS.
If § 2252.153 of the Texas Government Code is applicable to this Contract, by signing below
Contractor does hereby represent, verify and warrant that (i) it does not engage in business with Iran, Sudan
or any foreign terrorist organization and (ii) it is not listed by the Texas Comptroller under § 2252.153, Texas
Government Code, as a company known to have contracts with or provide supplies or services to a “foreign
terrorist organization” as defined in § 2252.151 of the Texas Government Code.
P. PROHIBITION ON CONTRACTS WITH CERTAIN COMPANIES PROVISION.
In accordance with Section 2252.152 of the Texas Government Code, the Parties covenant and
agree that Contractor is not on a list maintained by the State Comptroller’s Office prepared and maintained
pursuant to Section 2252.153 of the Texas Government Code.
Q. Other Items
The Contractor shall sign the Construction Agreement, and deliver signed performance, payment
and maintenance bonds and proper insurance policy endorsements (and/or other evidence of coverage)
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Item 8.
CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
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12
within ten (10) calendar days after the Owner makes available to the Contractor copies of the Contract
Documents for signature.
The Construction Agreement "effective date" shall be the date on which the Town Council acts to
approve the award of the Contract for the Work to Contractor. It is expressly provided, however, that the
Town Council delegates the authority to the Town Manager or his designee to rescind the Contract award to
Contractor at any time before the Owner delivers to the Contractor a copy of this Construction Agreement
that bears the signature of the Town Manager and Town Secretary or their authorized designees. The
purpose of this provision is to ensure:
1. that Contractor timely delivers to the Owner all bonds and insurance documents; and
2. that the Owner retains the discretion not to proceed if the Town Manager or his designee
determines that information indicates that the Contractor was not the lowest responsible
bidder or that the Contractor cannot perform all of its obligations under the Contract
Documents.
THE CONTRACTOR AGREES THAT IT SHALL HAVE NO CLAIM OR CAUSE OF ACTION OF
ANY KIND AGAINST OWNER, INCLUDING A CLAIM FOR BREACH OF CONTRACT, NOR SHALL THE
OWNER BE REQUIRED TO PERFORM UNDER THE CONTRACT DOCUMENTS, UNTIL THE DATE THE
OWNER DELIVERS TO THE CONTRACTOR A COPY OF THE CONSTRUCTION AGREEMENT
BEARING THE SIGNATURES JUST SPECIFIED.
The Contract Documents shall be construed and interpreted by applying Texas law. Exclusive venue
for any litigation concerning the Contract Documents shall be Collin County, Texas.
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.
Although the Construction Agreement has been drafted by the Owner, should any portion of the
Construction Agreement be disputed, the Owner and Contractor agree that it shall not be construed more
favorably for either party.
The Contract Documents are binding upon the Owner and Contractor and shall insure to their benefit
and as well as that of their respective successors and assigns.
If Town Council approval is not required for the Construction Agreement under applicable law, then
the Construction Agreement "effective date" shall be the date on which the Town Manager and Town
Secretary or their designees have signed the Construction Agreement. If the Town Manager and Town
Secretary sign on different dates, then the later date shall be the effective date.
[Signatures continued on following page.]
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Item 8.
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Item 8.
CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
(Document Version 04/24)
14
PERFORMANCE BOND
STATE OF TEXAS ) )
COUNTY OF COLLIN )
KNOW ALL MEN BY THESE PRESENTS: That __________________ whose address is
__________________________________________________________________________, hereinafter called
Principal, and __________________________________________________________, a corporation organized and
existing under the laws of the State of ______________________________, and fully licensed to transact business in
the State of Texas, as Surety, are held and firmly bound unto the TOWN OF PROSPER, a home-rule municipal
corporation organized and existing under the laws of the State of Texas, hereinafter called “Beneficiary”, in the penal
sum of Four million eighty-five thousand eight hundred two dollars and 90 cents ($4,085,802.90) . plus
fifteen percent (15%) of the stated penal sum as an additional sum of money representing additional court expenses,
attorneys’ fees, and liquidated damages arising out of or connected with the below identified Contract in lawful money
of the United States, to be paid in Collin County, Texas, for the payment of which sum well and truly to be made, we
bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents.
The penal sum of this Bond shall automatically be increased by the amount of any Change Order or Supplemental
Agreement, which increases the Contract price, but in no event shall a Change Order or Supplemental Agreement,
which reduces the Contract price, decrease the penal sum of this Bond.
THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal entered into a certain
Contract with the Town of Prosper, the Beneficiary, dated on or about the 22nd day of April, A.D. 2025, a copy of
which is attached hereto and made a part hereof, to furnish all materials, equipment, labor, supervision, and other
accessories necessary for the construction of:
CSP NO. 2025-08-B
FM 1461 12” WATER LINE RELOCATION
in the Town of Prosper, Texas, as more particularly described and designated in the above-referenced
contract such contract being incorporated herein and made a part hereof as fully and to the same extent
as if written herein word for word.
NOW, THEREFORE, if the Principal shall well, truly and faithfully perform and fulfill all of the undertakings,
covenants, terms, conditions and agreements of said Contract in accordance with the Plans, Specifications and
Contract Documents during the original term thereof and any extension thereof which may be granted by the
Beneficiary, with or without notice to the Surety, and during the life of any guaranty or warranty required under this
Contract, and shall also well and truly perform and fulfill all the undertakings, covenants, terms, conditions and
agreements of any and all duly authorized modifications of said Contract that may hereafter be made, notice of which
modifications to the Surety being hereby waived; and, if the Principal shall repair and/or replace all defects due to faulty
materials and workmanship that appear within a period of one (1) year from the date of final acceptance of the Work
by Owner; and, if the Principal shall fully indemnify and save harmless the Beneficiary from and against all costs and
damages which Beneficiary may suffer by reason of failure to so perform herein and shall fully reimburse and repay
Beneficiary all outlay and expense which the Beneficiary may incur in making good any default or deficiency, then this
obligation shall be void; otherwise, it shall remain in full force and effect.
PROVIDED FURTHER, that if any legal action were filed on this Bond, exclusive Venue shall lie in Collin
County, Texas.
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Item 8.
CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
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AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no
change, extension of time, alteration or addition to the terms of the Contract or to the Work to be performed thereunder
or the Plans, Specifications and Drawings, etc., accompanying the same shall in anywise affect its obligation on this
Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the
Contract, or to the Work or to the Specifications.
This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, and any other
applicable statutes of the State of Texas.
The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in
Collin County or Dallas County to whom any requisite notices may be delivered and on whom service of process may
be had in matters arising out of such suretyship, as provided by Article 7.19-1 of the Insurance Code, Vernon’s
Annotated Civil Statutes of the State of Texas.
IN WITNESS WHEREOF, this instrument is executed in two copies, each one of which shall be deemed an
original, this, the ________ day of ________________, 2025.
ATTEST: PRINCIPAL:
___________________________________
Company Name
By: _________________________________ By: ________________________________
Signature Signature
____________________________________ ___________________________________
Typed/Printed Name Typed/Printed Name
____________________________________ ___________________________________
Title Title
____________________________________ ___________________________________
Address Address
____________________________________ ___________________________________
City State Zip City State Zip
___________________________________ ___________________________________
Phone Fax Phone Fax
[Signatures continued on following page.]
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Item 8.
CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
(Document Version 04/24)
16
ATTEST: SURETY:
By: _________________________________ By: ________________________________
Signature Signature
____________________________________ ___________________________________
Printed Name Printed Name
____________________________________ ___________________________________
Title Title
____________________________________ ___________________________________
Address Address
____________________________________ ___________________________________
City State Zip City State Zip
___________________________________ ___________________________________
Phone Fax Phone Fax
The Resident Agent of the Surety in Collin County or Dallas County, Texas, for delivery of notice and service of the
process is:
NAME:
STREET ADDRESS:
CITY, STATE, ZIP: NOTE: Date on Page 1 of Performance Bond must be same date as Contract. Date on Page 2 of Performance Bond
must be after date of Contract. If Resident Agent is not a corporation, give a person’s name.
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Item 8.
CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
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PAYMENT BOND
STATE OF TEXAS ) )
COUNTY OF COLLIN )
KNOW ALL MEN BY THESE PRESENTS: That __________________ whose address is
____________________________________________________________________________, hereinafter called
Principal, and__________________________________________________________, a corporation organized and
existing under the laws of the State of ______________________________, and fully licensed to transact business in
the State of Texas, as Surety, are held and firmly bound unto the TOWN OF PROSPER, a home-rule municipal
corporation organized and existing under the laws of the State of Texas, hereinafter called “Owner”, and unto all
persons, firms, and corporations who may furnish materials for, or perform labor upon the building or improvements
hereinafter referred to in the penal sum of Four million eighty-five thousand eight hundred two dollars and
90 cents ($4,085,802.90) . (one hundred percent (100%) of the total bid price) in lawful money of the United States,
to be paid in Collin County, Texas, for the payment of which sum well and truly to be made, we bind ourselves, our
heirs, executors, administrators and successors, jointly and severally, firmly by these presents. The penal sum of this
Bond shall automatically be increased by the amount of any Change Order or Supplemental Agreement, which
increases the Contract price, but in no event shall a Change Order or Supplemental Agreement, which reduces the
Contract price, decrease the penal sum of this Bond.
THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal entered into a certain Contract
with the Town of Prosper, the Owner, dated on or about the 22nd day of April A.D. 2025, a copy of which is
attached hereto and made a part hereof, to furnish all materials, equipment, labor, supervision, and other
accessories necessary for the construction of:
CSP NO. 2025-08-B
FM 1461 12” WATER LINE RELOCATION
NOW THEREFORE, if the Principal shall well, truly and faithfully perform its duties and make prompt payment
to all persons, firms, subcontractors, corporations and claimants supplying labor and/or material in the prosecution of
the Work provided for in the above-referenced Contract and any and all duly authorized modifications of said Contract
that may hereafter be made, notice of which modification to the Surety is hereby expressly waived, then this obligation
shall be void; otherwise it shall remain in full force and effect.
PROVIDED FURTHER, that if any legal action were filed on this Bond, exclusive venue shall lie in Collin
County, Texas.
AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no
change, extension of time, alteration or addition to the terms of the Contract, or to the Work performed thereunder, or
the Plans, Specifications, Drawings, etc., accompanying the same, shall in anywise affect its obligation on this Bond,
and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the
Contract, or to the Work to be performed thereunder.
This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, and any other
applicable statutes of the State of Texas.
The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in
Collin County or Dallas County to whom any requisite notices may be delivered and on whom service of process may
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Item 8.
CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
(Document Version 04/24)
18
be had in matters arising out of such suretyship, as provided by Article 7.19-1 of the Insurance Code, Vernon’s
Annotated Civil Statutes of the State of Texas.
IN WITNESS WHEREOF, this instrument is executed in two copies, each one of which shall be deemed an original,
this, the _______ day of _________________, 2025.
ATTEST: PRINCIPAL:
___________________________________
Company Name
By: _________________________________ By: ________________________________
Signature Signature
____________________________________ ___________________________________
Typed/Printed Name Typed/Printed Name
____________________________________ ___________________________________
Title Title
____________________________________ ___________________________________
Address Address
____________________________________ ___________________________________
City State Zip City State Zip
___________________________________ ___________________________________
Phone Fax Phone Fax
[Signatures continued on following page.]
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Item 8.
CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
(Document Version 04/24)
19
ATTEST: SURETY:
By: _________________________________ By: ________________________________
Signature Signature
____________________________________ ___________________________________
Printed Name Printed Name
____________________________________ ___________________________________
Title Title
____________________________________ ___________________________________
Address Address
____________________________________ ___________________________________
City State Zip City State Zip
___________________________________ ___________________________________
Phone Fax Phone Fax
The Resident Agent of the Surety in Collin County or Dallas County, Texas, for delivery of notice and service of the
process is:
NAME:
STREET ADDRESS:
CITY, STATE, ZIP:
NOTE: Date on Page 1 of Performance Bond must be same date as Contract. Date on Page 2 of Performance Bond
must be after date of Contract. If Resident Agent is not a corporation, give a person’s name.
Page 84
Item 8.
CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
(Document Version 04/24)
20
MAINTENANCE BOND
STATE OF TEXAS ) )
COUNTY OF COLLIN )
KNOW ALL MEN BY THESE PRESENTS: That _______________________________ whose address
is________________________________________________, hereinafter referred to as “Principal,” and
___________________________________, a corporate surety/sureties organized under the laws of the State of
____________ and fully licensed to transact business in the State of Texas, as Surety, hereinafter referred to as
“Surety” (whether one or more), are held and firmly bound unto the TOWN OF PROSPER, a Texas municipal
corporation, hereinafter referred to as “Owner,” in the penal sum of Four million eighty-five thousand eight
hundred two dollars and 90 cents ($4,085,802.90) (one hundred percent (100%) of the total bid price), in lawful
money of the United States to be paid to Owner, its successors and assigns, for the payment of which sum well and
truly to be made, we bind ourselves, our successors, heirs, executors, administrators and successors and assigns,
jointly and severally; and firmly by these presents, the condition of this obligation is such that:
WHEREAS, Principal entered into a certain written Contract with the Town of Prosper, dated on or about the 22nd day of April, 2025, to furnish all permits, licenses, bonds, insurance, products, materials, equipment, labor, supervision, and other accessories necessary for the construction of:
CSP NO. 2025-08-B
FM 1461 12” WATER LINE RELOCATION
in the Town of Prosper, Texas, as more particularly described and designated in the above-referenced contract, such
contract being incorporated herein and made a part hereof as fully and to the same extent as if written herein word for
word:
WHEREAS, in said Contract, the Principal binds itself to use first class materials and workmanship and of
such kind and quality that for a period of two (2) years from the completion and final acceptance of the improvements
by Owner the said improvements shall require no repairs, the necessity for which shall be occasioned by defects in
workmanship or materials and during the period of two (2) years following the date of final acceptance of the Work by
Owner, Principal binds itself to repair or reconstruct said improvements in whole or in part at any time within said period
of time from the date of such notice as the Town Manager or his designee shall determine to be necessary for the
preservation of the public health, safety or welfare. If Principal does not repair or reconstruct the improvements within
the time period designated, Owner shall be entitled to have said repairs made and charge Principal and/or Surety the
cost of same under the terms of this Maintenance Bond.
NOW, THEREFORE, if Principal will maintain and keep in good repair the Work herein contracted to be done
and performed for a period of two (2) years from the date of final acceptance and do and perform all necessary work
and repair any defective condition (it being understood that the purpose of this section is to cover all defective conditions
arising by reason of defective materials, work or labor performed by Principal) then this obligation shall be void;
otherwise it shall remain in full force and effect and Owner shall have and recover from Principal and its Surety damages
in the premises as provided in the Plans and Specifications and Contract.
PROVIDED, however, that Principal hereby holds harmless and indemnifies Owner from and against
any claim or liability for personal injury or property damage caused by and occurring during the performance of said maintenance and repair operation.
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Item 8.
CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
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21
PROVIDED, further, that if any legal action be filed on this Bond, exclusive venue shall lie in Collin County,
Texas.
AND PROVIDED FURTHER, Surety, for value received, hereby stipulates and agrees that no change,
extension of time, alteration or addition to the terms of the Contract or to the Work performed thereunder, or the Plans,
Specifications, Drawings, etc. accompanying same shall in any way affect its obligation on this Bond; and it does hereby
waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work to
be performed thereunder.
The undersigned and designated agent is hereby designated by Surety as the resident agent in either Collin
or Dallas Counties to whom all requisite notice may be delivered and on whom service of process may be had in
matters arising out of this suretyship.
IN WITNESS WHEREOF, this instrument is executed in two copies, each one of which shall be deemed an original,
on this the _____ day of ____________, 2025.
ATTEST: PRINCIPAL:
___________________________________
Company Name
By: _________________________________ By: ________________________________
Signature Signature
____________________________________ ___________________________________
Typed/Printed Name Typed/Printed Name
____________________________________ ___________________________________
Title Title
____________________________________ ___________________________________
Address Address
____________________________________ ___________________________________
City State Zip City State Zip
___________________________________ ___________________________________
Phone Fax Phone Fax
[Signatures continued on following page.]
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Item 8.
CSP NO: 2025-08-B FM 1461 12” WATER LINE RELOCATION
(Document Version 04/24)
22
ATTEST: SURETY:
By: _________________________________ By: ________________________________
Signature Signature
____________________________________ ___________________________________
Printed Name Printed Name
____________________________________ ___________________________________
Title Title
____________________________________ ___________________________________
Address Address
____________________________________ ___________________________________
City State Zip City State Zip
___________________________________ ___________________________________
Phone Fax Phone Fax
Page 87
Item 8.
LOCATION MAP
FM 1461 12-inch Water Line Relocation
CSP No. 2025-08-B / CIP No. WA202114 SH 289 (PRESTON ROAD) FM 1461 (FRONTIER PARKWAY) COIT ROAD FM 2478 (CUSTER ROAD) TOWN OF PROSPER
CITY OF CELINA
Page 88
Item 8.
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 Services Agreement
FM 1461 12-inch Water Line Relocation Project
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 1. Acceleration of Infrastructure
Agenda Item:
Consider and act upon authorizing the Town Manager to execute a Professional Services
Agreement between Raba Kistner, Inc., and the Town of Prosper, Texas, related to professional
construction materials testing and observation services for the FM 1461 12-inch Water Line
Relocation project for $63,020.
Description of Agenda Item:
At the June 10, 2025, Town Council meeting, the Town Council awarded J&L Construction, LLC,
the construction contract for the FM 1461 12-inch Water Line Relocation project (2114-WA). In
conformance with standard practice for governmental entities, the Town of Prosper is contracting
with an independent firm for professional construction materials testing and observation services
instead of the selected contractor including these services in their proposals.
Construction materials testing and observation services are typically 1% to 5% of a project’s
construction cost depending on its scope. The proposal from Raba Kistner, Inc., for construction
materials testing and observation services is 1.54% of the CIP project’s construction cost. The
proposed services will be delivered on an as-needed basis and invoiced based on the actual
quantity of work performed during construction. After establishing a fee schedule, the scope of
services has been estimated based on standard practices and requirements for materials testing
frequencies within the construction industry.
At the October 24, 2023, Town Council meeting, the Town Council approved a list of qualified
firms, which included services for Geotechnical Engineering and Material Testing. Raba Kistner,
Inc., is included on the approved list.
ENGINEERING
SERVICES
Page 89
Item 9.
Page 2 of 2
Budget Impact:
The estimated cost for the professional construction materials testing and observation services is
$63,020. Funding to be provided from the $6,000,000 construction budget for the FM 1461 12-
inch Water Line Relocation project in Account No. WA202114-CONST-CONST. The approved
construction contract with J&L Construction, LLC, is $4,485,802.90 and including the professional
construction materials testing and observation services agreement, there is $1,451,177.10
remaining in the construction budget.
Legal Obligations and Review:
Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard Professional Services
Agreement as to form and legality.
Attached Documents:
1. Professional Services Agreement
2. Location Map
Town Staff Recommendation:
Town staff recommends that the Town Council authorize the Town Manager to execute a
Professional Services Agreement between Raba Kistner, Inc., and the Town of Prosper, Texas,
related to professional construction materials testing and observation services for the FM 1461
12-inch Water Line Relocation project for $63,020.
Proposed Motion:
I move to authorize the Town Manager to execute a Professional Services Agreement between
Raba Kistner, Inc., and the Town of Prosper, Texas, related to professional construction materials
testing and observation services for the FM 1461 12-inch Water Line Relocation project for
$63,020.
Page 90
Item 9.
PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 1 OF 10
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE TOWN OF PROSPER, TEXAS, AND RABA KISTNER, INC.
FOR THE FM 1461 12-INCH WATER LINE RELOCATION PROJECT (2114-WA)
This Agreement for Professional Services, hereinafter called “Agreement,” is entered into by the Town of
Prosper, Texas, a municipal corporation, duly authorized to act by the Town Council of said Town, hereinafter called
“Town,” and RABA KISTNER, INC., a company authorized to do business in Texas, acting through a duly authorized
officer, hereinafter called “Consultant,” relative to Consultant providing professional construction materials testing &
observation services to Town. Town and Consultant when mentioned collectively shall be referred to as the “Parties.”
W I T N E S S E T H:
WHEREAS, Town desires to obtain professional construction materials testing & observation services in
connection with the FM 1461 12-INCH WATER LINE RELOCATION PROJECT (2114-WA), hereinafter called
“Project”;
For the mutual promises and benefits herein described, Town and Consultant agree as follows:
1.Term of Agreement. This Agreement shall become effective on the date of its execution by both
Parties, and shall continue in effect thereafter until terminated as provided herein.
2.Services to be Performed by Consultant. The Parties agree that Consultant shall perform such
services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word
for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care
and skill ordinarily exercised under similar circumstances by competent members of their profession. In case of
conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from
the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all
Parties to this Agreement.
3.Prompt Performance by Consultant. Consultant shall perform all duties and services and make
all decisions called for hereunder promptly and without unreasonable delay as is necessary to cause Consultant’s
services hereunder to be timely and properly performed. Notwithstanding the foregoing, Consultant agrees to use
diligent efforts to perform the services described herein and further defined in any specific task orders, in a manner
consistent with these task orders; however, the Town understands and agrees that Consultant is retained to perform
a professional service and such services must be bound, first and foremost, by the principles of sound professional
judgment and reasonable diligence.
4.Compensation of Consultant. Town agrees to pay to Consultant for satisfactory completion of all
services included in this Agreement an amount not-to-exceed Sixty-three Thousand, Twenty Dollars and No Cents
($63,020.00) for the Project as set forth and described in Exhibit B - Compensation Schedule and incorporated
herein as if written word for word. Hourly not to exceed fees shall be billed monthly based on hours of work that have
been completed. All other not to exceed fees shall be billed monthly based on the units of work that have been
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 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
Page 91
Item 9.
PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 2 OF 10
Consultant's invoice, Consultant may, after giving ten (10) days written notice to Town, suspend professional services
until paid.
Nothing contained in this Agreement shall require Town to pay for any work that is unsatisfactory as
reasonably determined by Town or which is not submitted in compliance with the terms of this Agreement.
The Scope of Services shall be strictly limited. Town shall not be required to pay any amount in excess of
the original proposed amount unless Town shall have approved in writing in advance (prior to the performance of
additional work) the payment of additional amounts.
5.Town’s Obligations. Town agrees that it will (i) designate a specific person as Town’s
representative, (ii) provide Consultant with any previous studies, reports, data, budget constraints, special Town
requirements, or other pertinent information known to Town, when necessitated by a project, (iii) when needed, assist
Consultant in obtaining access to properties necessary for performance of Consultant’s work for Town, (iv) make
prompt payments in response to Consultant’s statements and (v) respond in a timely fashion to requests from
Consultant. Consultant is entitled to rely upon and use, without independent verification and without liability, all
information and services provided by Town or Town’s representatives.
6.Ownership and Reuse of Documents. Upon completion of Consultant’s services and receipt of
payment in full therefore, Consultant agrees to provide Town with copies of all materials and documents prepared or
assembled by Consultant under this Agreement and that Town may use them without Consultant's permission for
any purpose relating to the Project. Any reuse of the documents not relating to the Project shall be at Town's risk.
Consultant may retain in its files copies of all reports, drawings, specifications and all other pertinent information for
the work it performs for Town.
7.Town Objection to Personnel. If at any time after entering into this Agreement, Town has any
reasonable objection to any of Engineer’s personnel, or any personnel, professionals and/or consultants retained by
Engineer, Engineer shall promptly propose substitutes to whom Town has no reasonable objection, and Engineer’s
compensation shall be equitably adjusted to reflect any difference in Engineer’s costs occasioned by such
substitution.
8.Insurance. Consultant shall, at its own expense, purchase, maintain and keep in force throughout
the duration of this Agreement applicable insurance policies as described in Exhibit C - Insurance Requirements
and incorporated herein as if written word for word. Consultant shall submit to Town proof of such insurance prior to
commencing any work for Town.
9.Indemnification. CONSULTANT DOES HEREBY COVENANT AND AGREE TO RELEASE,
INDEMNIFY AND HOLD HARMLESS TOWN AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES,
EMPLOYEES AND INVITEES FROM AND AGAINST LIABILITY, CLAIMS, SUITS, DEMANDS AND/OR CAUSES
OF ACTION, (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY’S FEES AND COSTS OF
LITIGATION), WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSONS BUT
ONLY TO THE EXTENT OCCASIONED BY THE NEGLIGENT ACT, ERROR OR OMISSION OF CONSULTANT,
ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, INVITEES OR OTHER PERSONS FOR WHOM
CONSULTANT IS LEGALLY LIABLE WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT.
IN THE EVENT THAT TOWN AND CONSULTANT ARE CONCURRENTLY NEGLIGENT, THE PARTIES
AGREE THAT ALL LIABILITY SHALL BE CALCULATED ON A COMPARATIVE BASIS OF FAULT AND
RESPONSIBILITY AND THAT NEITHER PARTY SHALL BE REQUIRED TO DEFEND OR INDEMNIFY THE
OTHER PARTY FOR THAT PARTY’S NEGLIGENT OR INTENTIONAL ACTS, ERRORS OR OMISSIONS.
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Item 9.
PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 3 OF 10
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:
Raba Kistner, Inc.
Jason B. Allen, SET, Manager
3011 Red Hawk Drive
Grand Prairie, TX 75052
jallen@rkci.com
Town of Prosper
Mario Canizares, Town Manager
PO Box 307
Prosper, TX 75078
mcanizares@prospertx.gov
11.Termination. The obligation to provide further services under this Agreement may be terminated by
either Party in writing upon thirty (30) calendar days notice. In the event of termination by Town, Consultant shall be
entitled to payment for services rendered through receipt of the termination notice.
12.Sole Parties and Entire Agreement. This Agreement shall not create any rights or benefits to
anyone except Town and Consultant, and contains the entire agreement between the Parties. Oral modifications to
this Agreement shall have no force or effect.
13.Assignment and Delegation. Neither Town nor Consultant may assign its rights or delegate its
duties without the written consent of the other Party. This Agreement is binding on Town and Consultant to the extent
permitted by law. Nothing herein is to be construed as creating any personal liability on the part of any Town officer,
employee or agent.
14.Texas Law to Apply; Successors; Construction. This Agreement shall be construed under and
in accordance with the laws of the State of Texas. It shall be binding upon, and inure to the benefit of, the Parties
hereto and their representatives, successors and assigns. Should any provisions in this Agreement later be held
invalid, illegal or unenforceable, they shall be deemed void, and this Agreement shall be construed as if such provision
had never been contained herein.
15.Conflict of Interest. Consultant agrees that it is aware of the prohibited interest requirement of the
Town Charter, which is repeated in Exhibit D - Conflict of Interest Affidavit and incorporated herein as if written
word for word, and will abide by the same. Further, a lawful representative of Consultant shall execute the Affidavit
included in the exhibit. Consultant understands and agrees that the existence of a prohibited interest during the term
of this Agreement will render the Agreement voidable.
Consultant agrees that it is further aware of the vendor disclosure requirements set forth in Chapter 176,
Local Government Code, as amended, and will abide by the same. In this connection, a lawful representative of
Consultant shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit E - Conflict of
Interest Questionnaire and incorporated herein as if written word for word.
16.Venue. The Parties herein agree that this Agreement shall be enforceable in Prosper, Texas, and if
legal action is necessary to enforce it, exclusive venue shall lie in Collin County, Texas.
17.Mediation. In the event of any disagreement or conflict concerning the interpretation of this
Agreement, and such disagreement cannot be resolved by the signatories hereto, the signatories agree to submit
such disagreement to non-binding mediation.
18.Prevailing Party. In the event a Party initiates or defends any legal action or proceeding to enforce
Page 93
Item 9.
PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 4 OF 10
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 Contractor does hereby represent, verify and
warrant that (i) it does not engage in business with Iran, Sudan or any foreign terrorist organization and (ii) it is not
listed by the Texas Comptroller under § 2252.153, Texas Government Code, as a company known to have contracts
with or provide supplies or services to a “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 Contractor is not on a list
maintained by the State Comptroller’s Office prepared and maintained pursuant to Section 2252.153 of the Texas
Government Code.
22.Signatories. Town warrants and represents that the individual executing this Agreement on behalf
of Town has full authority to execute this Agreement and bind Town to the same. Consultant warrants and represents
that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind
Consultant to same.
IN WITNESS WHEREOF, the Parties, having read and understood this Agreement, have executed such in
duplicate copies, each of which shall have full dignity and force as an original, on the _______ day of
_______________________, 20____.
RABA KISTNER, INC.
By:
Signature
Printed Name
Title
Date
TOWN OF PROSPER, TEXAS
By:
Signature
Mario Canizares
Printed Name
Town Manager
Title
Date
Isidoro Arjona, P.E.
Senior Vice President
May 27, 2025
Page 94
Item 9.
PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 5 OF 10
EXHIBIT A
SCOPE OF SERVICES
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE TOWN OF PROSPER, TEXAS, AND RABA KISTNER, INC.
FOR THE FM 1461 12-INCH WATER LINE RELOCATION PROJECT (2114-WA)
<<<REFERENCE NEXT TWO PAGES FOR DETAILS>>>
Page 95
Item 9.
PDD25-056-00 Rev-1
May 19, 2025
Ms. Lindy M. Higginbotham, P.E.
Senior Engineer Raba Kistner, Inc.
Town of Prosper 3011 Red Hawk Drive
250 W. First Street Grand Prairie, TX 75052
Prosper, Texas 75078 www.rkci.com
P 817.719.9826
TBPE Firm F-3257
San Antonio • Austin • Beaumont • Brownsville • Corpus Christi • Dallas • Freeport • Houston • McAllen • Lafayette • Lake Charles
• New Braunfels • Nebraska • Utah • Mexico
Re: Construction Materials Observation and Testing Services
FM 1461 Water Line Relocation
Town of Prosper, Texas
Dear Ms. Higginbotham:
RABA KISTNER, INC. (RKI) is pleased to submit our proposal to provide the construction materials observation and
testing services on the project referenced above.
We propose an estimated budget of $63,020.00 for testing and observation services for the referenced project. This
budget is based on our understanding of the project, an estimate of quantities, and experience with similar projects.
A cost estimate breakdown is presented in the attached spreadsheet. Construction sequencing, delays, and the
number of times that the client or their representative requests our services will affect the suggested budget.
Services will be provided on a call-out basis for the cost-estimate spreadsheet attached to this proposal. The scope
of work includes the observation and testing of the following construction materials:
Soils laboratory testing, in-place field nuclear density testing, and
Concrete compressive strength specimen sampling, testing, and reporting, and
Masonry Inspection and Grout/Mortar sampling, testing and reporting.
This proposal may serve as RKI’s work agreement for the referenced project. Please sign this proposal, initial every
page of each attachment, fill out the Report Distribution List, and return one signed original to our office as
authorization for RKI to provide these services. If you choose to issue your own purchase order or work agreement,
please reference our proposal number.
Thank you for allowing RKI the opportunity to submit our proposal for the construction materials observation and
testing services. We have an equipped AASHTO R18 Accredited laboratory that meets the requirements of ASTM
E329 and we look forward to providing these services to you during the construction of this project. If you have any
questions concerning our proposal or need any additional information, please call us at (214) 393-9022.
Sincerely,
RABA KISTNER, INC.
Jason B. Allen, SET
Construction Materials Testing Department
Manager
JBA: tlc
Attachments: Cost Estimate Breakdown
General Conditions
Attachment I Standard Terms and Conditions
Page 96
Item 9.
3
PDD25-056-00 Rev1
May 19, 2025
GENERAL CONDITIONS
Construction Materials Observation and Testing Services
FM 1461 Water Line Relocation
Town of Prosper, Texas
General:
1. We understand that Town of Prosper will require the services of experienced engineering technicians as
scheduled by you or your representatives. Client will incur a 4-hour minimum charge per each site visit with a
4-hour minimum for sample pickups. We request twenty-four (24) hour notification to properly schedule our
work.
2. Service charges are based on the hourly rates stated herein and will be assessed from the time the Engineer or
Technician leaves our office until he returns from the project. Technician time will be rounded up to the nearest
whole number.
3. A vehicle travel charge will be assessed for round-trip travel from our office to the project site, material supplier,
etc. and back to our office. The charges from our office to the project site will be as follows:
Travel Time (Round Trip) ........................................................................................ 1 Hour
Vehicle Travel Charge ............................................................................................. $85.00 per Trip
4. Our total cost of services is based upon the assumption that this project will require a technician on site during
normal work hours. Services requested during days and/or hours requiring overtime rates may significantly
increase the total cost of services shown herein. Normal work hours are defined as Monday through Friday, 7:00
am to 5:00 pm. Overtime rates will be assessed for services performed outside of normal work hours and/or
after eight (8) hours of work per day, at a rate of 1.5x the standard rate.
5. Invoices will be submitted monthly for work in progress in our standard format. Our invoices are due and
payable upon receipt at P.O. Box 971037, Dallas, Dallas County, Texas 75397-1037. All parties hereby agree that
this agreement upon acceptance will be performable in Tarrant County, Texas. In the event that the State of
Texas legislates a sales tax on professional services, the amount of tax applicable will be added to the
appropriate service rate charged by Raba-Kistner Consultants, Inc.
6. Project Management, engineer test report review, administration, and report distribution cost will be added to
all invoices based on 15% of the monthly invoice subtotal.
7. RKI will utilize the on-site initial field curing facilities provided by the contractor. The cost of providing and
maintaining these initial curing facilities is not included in our proposal.
Page 97
Item 9.
PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 6 OF 10
EXHIBIT B
COMPENSATION SCHEDULE
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE TOWN OF PROSPER, TEXAS, AND RABA KISTNER, INC.
FOR THE FM 1461 12-INCH WATER LINE RELOCATION PROJECT (2114-WA)
<<<REFERENCE NEXT PAGE FOR DETAILS>>>
Page 98
Item 9.
2
PDD25-056-00 Rev1
May 19, 2025
CONSTUCTION MATERIALS TESTING ESTIMATE
TESTING/OBSERVATION ITEM
UNIT ESTIMATED COST
COST UNIT QUANTITY EXTENSION
SOILS
Laboratory Testing
Moisture Density Relationship, TxDOT or ASTM $295.00 each 13 $3,835.00
Atterberg Limits $120.00 each 13 $1,560.00
Sieve Analysis (include #200) $80.00 each 13 $1,040.00
Subtotal $ 6,435.00
Field Testing/Observation
In-Place Nuclear Densities $29.00 each 185 $5,365.00
Materials Technician $70.00 hour 220 $15,400.00
Materials Technician (overtime) $105.00 hour 10 $1,050.00
Vehicle Travel Charge $75.00 trip 55 $4,125.00
Subtotal $25,940.00
CONCRETE
Laboratory Testing
Concrete Compressive Strength Cylinders $22.00 each 125 $2,625.00
Field Testing/Observation
Materials Technician $70.00 hour 180 $12,600.00
Materials Technician (overtime) $105.00 hour 10 $1,050.00
Vehicle Travel Charge $75.00 trip 45 $3,375.00
Subtotal $19,650.00
MASONRY
Laboratory Testing
Compressive Strength of Grout/Mortar $25.00 each 24 $600.00
Field Testing/Observation
Materials Technician $90.00 hour 20 $1,800.00
Vehicle Travel Charge $75.00 trip 5 $375.00
Subtotal $2,775.00
Reporting, Engineer Review, and Report
Distribution 15% of total cost $8,220.00
GRAND TOTAL $63,020.00
Page 99
Item 9.
PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 7 OF 10
EXHIBIT C
INSURANCE REQUIREMENTS
Service provider shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or
damages to property which may arise from or in connection with the performance of the work hereunder by the vendor, his
agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the service provider. A
certificate of insurance meeting all requirements and provisions outlined herein shall be provided to the Town prior to any
services being performed or rendered. Renewal certificates shall also be supplied upon expiration.
A. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. ISO Form Number GL 00 01 (or similar form) covering Commercial General Liability. “Occurrence” form only,
“claims made” forms are unacceptable, except for professional liability.
2. Workers Compensation insurance as required by the Labor Code of the State of Texas, including Employers’
Liability Insurance.
3. Automobile Liability as required by the State of Texas, covering all owned, hired, or non-owned vehicles.
Automobile Liability is only required if vehicle(s) will be used under this contract.
4. Professional Liability, also known as Errors and Omissions coverage.
B. MINIMUM LIMITS OF INSURANCE
Service Provider shall maintain throughout contract limits not less than:
1. Commercial General Liability: $500,000 per occurrence /$1,000,000 in the aggregate for third party bodily
injury, personal injury and property damage. Policy will include coverage for:
a. Premises / Operations
b. Broad Form Contractual Liability
c. Products and Completed Operations
d. Personal Injury
e. Broad Form Property Damage
2. Workers Compensation and Employer’s Liability: Workers Compensation limits as required by the Labor Code
of the State of Texas and Statutory Employer’s Liability minimum limits of $100,000 each accident, $300,000
Disease- Policy Limit, and $100,000 Disease- Each Employee.
3. Automobile Liability: $500,000 Combined Single Limit. Limits can only be reduced if approved by the Town.
Automobile liability shall apply to all owned, hired, and non-owned autos.
4. Professional Liability aka Errors and Omissions: $500,000 per occurrence and in the aggregate.
C. DEDUCTIBLES AND SELF-INSURED RETENTIONS
Any deductible or self-insured retentions in excess of $10,000 must be declared to and approved by the Town.
Page 100
Item 9.
PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 8 OF 10
D. OTHER INSURANCE PROVISIONS
The policies are to contain, or be endorsed to contain the following provisions:
1. General Liability and Automobile Liability Coverages
a. The Town, its officers, officials, employees, boards and commissions and volunteers are to be added
as “Additional 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 101
Item 9.
Page 102
Item 9.
PROFESSIONAL SERVICES AGREEMENT VERSION 05/22 PAGE 10 OF 10
EXHIBIT E
CONFLICT OF INTEREST QUESTIONNAIRE
N/A
No known relationships
May 28, 2025
Page 103
Item 9.
LOCATION MAP
FM 1461 12-inch Water Line Relocation
CSP No. 2025-08-B / CIP No. WA202114 SH 289 (PRESTON ROAD) FM 1461 (FRONTIER PARKWAY) COIT ROAD FM 2478 (CUSTER ROAD) TOWN OF PROSPER
CITY OF CELINA
Page 104
Item 9.
Page 1 of 1
To: Mayor and Town Council
From: David Hoover, AICP, Director of Development Services
Through: Mario Canizares, Town Manager
Chuck Ewings, Assistant Town Manager
Re: Notice of Appeals
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 3. Commercial Corridors are ready for Development
Agenda Item:
Consider and act upon whether to direct staff to submit a written notice of appeals on behalf of the
Town Council to the Development Services Department, pursuant to Chapter 4, Section 1.5(C)(7)
and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding action taken by the Planning & Zoning
Commission on Preliminary Site Plans and Site Plans.
Description of Agenda Item:
Attached is the Site Plan that was acted on by the Planning & Zoning Commission on June 3,
2025. Per the Zoning Ordinance, the Town Council can direct staff to submit a written notice of
appeal on behalf of the Town Council to the Development Services Department for any Preliminary
Site Plans and Site Plans acted on by the Planning & Zoning Commission.
Budget Impact:
There is no budgetary impact affiliated with this item.
Attached Documents:
1. DEVAPP-25-0053 – Folsom Elementary School Temporary Buildings - Lakes of La Cima,
Phase 3, Block 36, Lot 2X (Approved 5-0)
Town Staff Recommendation:
Town Staff recommends the Town Council take no action on this item.
Proposed Motion:
N/A
PLANNING
Page 105
Item 10.
DEVAPP-25-0053
SITE PLAN
FOLSOM ELEMENTARY
TEMPORARY BUILDINGS
55
55
FOLSOM ELEMENTARY SCHOOL
Proposed
Portables (2)
Proposed
fence
Existing FenceExisting
Portable
Existing
Access Gate
Proposed FD
Access Gate
Proposed
Portable
Proposed FD Access Gate
Proposed FD Access Gate
Proposed
fence
PORTABLES SUMMARY TABLE
PORTABLES:
Existing: 1
Proposed: 4
Total: 5
1,515 SF Each
Total SF = 7,575
PARKING:
Existing Classrooms: 55
55 Classrooms @ 1.5 Space
per Classroom = 83 Spaces.
8 (New) Classroms @ 1.5 Space
per Classroom = 12 Spaces
TOTAL REQUIRED = 83+12 = 95
TOTAL PROVIDED = 134
NOTES:
- All development standards shall follow Town Standards.
- Landscaping shall conform to landscape plans approved by the Town of Prosper.
- All development standards shall follow Fire Requirements per the Town of Prosper.
- Handicapped parking areas and building accessibility shall conform to the Americans with Disabilities Act (ADA) and with the requirements of the
current, adopted Building Code.
- All signage is subject to Building Official approval.
- Impact fees will be assessed in accordance with the land use classification(s) identified on the Site Data Summary Table; however, changes to the
proposed land use at the time of CO and/or finish-out permit may result in additional impact fees and/or parking requirements.
- The approval of a Preliminary Site Plan shall be effective for a period of two (2) years from the date that the Preliminary Site Plan is approved by
the Planning & Zoning Commission, at the end of which time the applicant must have submitted and received the approval of a Site Plan by the
Planning & Zoning Commission. If a site plan is not approved within such two (2) year period, the Preliminary Site Plan approval is null and void. If
Site Plan approval is only for a portion of the property, the approval of the Preliminary Site Plan for the remaining property shall be null and void.
- Open Space requirements shall follow the Zoning Ordinance, per tract. Open Space shall not include vehicular paving, required parking lot
landscape islands, building footprint, utility yards, required landscape setbacks, sidewalks*, and detention pond *
Page 106
Item 10.
Folsom Elementary School
Temporary Buildings
(DEVAPP-25-0053)
Page 107
Item 10.
Information
Purpose:
•Add four temporary buildings totaling 7,575 square feet to an existing elementary school.
•Accommodating additional enrollment at Rucker Elementary due to new school being constructed.
History:
•A site plan for a temporary building at Folsom Elementary (D14-0005) was approved by the Planning &
Zoning Commission on June 20, 2023.
Zoning Ordinance:
•Temporary buildings are permitted by right for public schools (K-12).
Page 108
Item 10.
Page 109
Item 10.
Page 110
Item 10.
Page 111
Item 10.
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: Parameters Ordinance – Revenue Bonds, Series 2025
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 1. Acceleration of Infrastructure
Agenda Item:
Consider all matters incident and related to the issuance and sale of "Town of Prosper, Texas,
Waterworks and Sewer System Revenue Bonds, Series 2025", including the adoption of an
ordinance authorizing the issuance of such bonds and establishing procedures and delegating
authority for the sale and delivery of such bonds. (CL)
Description of Agenda Item:
The attached ordinance establishes the parameters for issuance of waterworks and sewer system
revenue bonds to fund the Doe Branch expansion and parallel interceptor (wastewater projects),
as well as the parks and public works service center (water project).
Wastewater: $31,250,000
Water: $2,646,633
The ordinance would allow for delegation to the Town Manager that meets the following
conditions:
for an amount not to exceed $34,850,000;
with a final maturity of August 15, 2045;
a true interest cost of 5.00% or less
Approval of this ordinance has the following advantages to obtain the lowest interest rate for the
Town’s Bond sale:
Flexibility to sell on a day based on the best market conditions instead of only a Town
Council Tuesday
Allows for immediate award to the lowest bidder
FINANCE
Page 112
Item 11.
Page 2 of 2
Budget Impact:
The debt service payments for the Bonds will be funded from surplus revenue from the water and
sewer fund.
Legal Obligations and Review:
Terrence Welch of Brown & Hofmeister, L.L.P. and Chris Settle of McCall, Parkhurst and Horton,
the Town’s bond counsel, have reviewed the ordinance as to form and legality.
Attached Documents:
1. Ordinance
2. Timeline (Exhibit A)
3. Use of Proceeds (Exhibit B)
Town Staff Recommendation:
Town staff recommends adoption of an ordinance authorizing the issuance and sale of “Town of
Prosper, Texas Waterworks and Sewer System Revenue Bonds, Series 2025”, and approving all
other matters related thereto.
Proposed Motion:
I move to adopt an ordinance authorizing the issuance and sale of “Town of Prosper, Texas,
Waterworks and Sewer System Revenue Bonds, Series 2025” and approving all other matters
related thereto.
Page 113
Item 11.
TOWN OF PROSPER, TX ORDINANCE 2025-23
ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF PROSPER,
TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE BONDS,
SERIES 2025, ESTABLISHING SALE PARAMETERS, PROVIDING FOR
THE SECURITY FOR AND PAYMENT OF SAID BONDS; AND ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS
COUNTIES OF COLLIN AND DENTON
WHEREAS, Chapter 1502 (defined below) provides that the governing body of a
municipality may issue public securities for the public purposes of acquiring, constructing,
installing and equipping additions, improvements and extensions to the Town's waterworks and
sewer system, and the Town Council (the "Council") of the Town of Prosper, Texas (the "Town")
finds and determines that it is necessary, useful and appropriate for the Town to authorize and
provide for the issuance and sale of revenue bonds of the Town for such purposes, as hereinafter
provided; and
WHEREAS, the Bonds are being issued and delivered pursuant to Chapter 1371 (defined
below), Chapter 1502 and the Town's Home Rule Charter; and
WHEREAS, the Town is an "issuer" under Section 1371.001(4)(P), Texas Government
Code, having (i) a principal amount of at least $100 million in outstanding long-term indebtedness,
in long-term indebtedness proposed to be issued, or a combination of outstanding or proposed
long-term indebtedness and (ii) some amount of long-term indebtedness outstanding or proposed
to be issued that is rated in one of the four highest rating categories for long-term debt instruments
by a nationally recognized rating agency for municipal securities, without regard to the effect of
any credit agreement or other form of credit enhancement entered into in connection with the
obligation; and
WHEREAS, the Council hereby finds and determines that it is in the best interests of the
Town to issue the Bonds, in one or more series, for the purposes stated herein, and to delegate to
the Pricing Officer the authority to act on behalf of the Town in selling and delivering the Bonds
and setting the dates, price, interest rates, interest payment periods and other procedures relating
thereto, as hereinafter specified, with such information and terms to be included in one or more
Pricing Certificates to be executed by the Pricing Officer, all in accordance with the provisions of
Section 1371.053, Texas Government Code, as amended; and
WHEREAS, it is officially found, determined and declared that the meeting at which this
Ordinance has been adopted was open to the public, and public notice of the date, hour, place and
subject of said meeting, including this Ordinance, was given, all as required by the applicable
provisions of Chapter 551, Texas Government Code, as amended;
NOW, THEREFORE BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF PROSPER, TEXAS:
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Section 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS.
(a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same
force and effect as if set forth in this Section.
(b) The Bonds are hereby authorized to be issued and delivered, in one or more series,
in the maximum aggregate principal amount hereinafter set forth for the public purposes of
providing funds to (i) pay for the costs of the Project (defined below) and (ii) pay the costs incurred
in connection with the issuance of the Bonds.
(c) Each Bond issued pursuant to this Ordinance shall be designated (unless otherwise
provided in the Pricing Certificate): "TOWN OF PROSPER, TEXAS, WATERWORKS AND
SEWER SYSTEM REVENUE BOND, SERIES 2025," and initially there shall be issued, sold and
delivered hereunder fully registered Bonds, without interest coupons, payable to the respective
registered owners thereof (with the initial Bond(s) being made payable to the Underwriter as
described herein), or to the registered assignee or assignees of said bonds or any portion or portions
thereof (in each case, the "Registered Owner"). The Bonds shall be in the respective denominations
and principal amounts, shall be numbered, shall mature and be payable on the date or dates in each
of the years and in the principal amounts or amounts due at maturity, as applicable, and shall bear
interest to their respective dates of maturity or redemption, if applicable, prior to maturity at the
rates per annum, as set forth in the Pricing Certificate.
Section 2. DEFINITIONS. Unless otherwise expressly provided or unless the context
clearly requires otherwise, in this Ordinance the following terms shall have the meanings specified
below:
"Additional Bonds" means the additional parity bonds and other obligations permitted to
be issued or entered into under the provisions of this Ordinance.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of
and interest on all Bonds Similarly Secured coming due at Maturity or Stated Maturity (or that
could come due on demand of the owner thereof other than by acceleration or other demand
conditioned upon default by the Town on such Bonds Similarly Secured, or be payable in respect
of any required purchase of such Bonds Similarly Secured by the Town) in such Fiscal Year.
"Attorney General" means the Attorney General of the State.
"Authorized Officials" means the Mayor, the Mayor Pro Tem, the Town Secretary and each
Pricing Officer.
"Average Annual Debt Service Requirements" means that average amount which, at the
time of computation, will be required to pay the Annual Debt Service Requirements when due
(either at Stated Maturity or mandatory redemption) and derived by dividing the total of such
Annual Debt Service Requirements by the number of Fiscal Years then remaining before the latest
Stated Maturity of such Bonds Similarly Secured. For purposes of this definition, a fractional
period of a Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments
provided from bond proceeds, accrued interest on any Bonds Similarly Secured, and interest
earnings thereon shall be excluded in making such computation.
"Bond Fund" means the Bond Fund described herein.
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"Bonds" means the "Town of Prosper, Texas, Waterworks and Sewer System Revenue
Bonds, Series 2025", authorized and issued pursuant to this Ordinance. The term "Bonds" as used
in this Ordinance shall mean and include collectively the Bonds initially issued and delivered
pursuant to this Ordinance and all substitute Bonds exchanged therefor, as well as all other
substitute Bonds and replacement Bonds issued pursuant hereto, and the term "Bond" shall mean
any of the Bonds, unless the context clearly indicates otherwise in connection with the use of the
term "Bonds".
"Bonds Similarly Secured" means the Bonds, the Previously Issued Bonds and any
Additional Bonds.
"Chapter 1371" means Chapter 1371, Texas Government Code, as amended.
"Chapter 1502" means Chapter 1502, Texas Government Code, as amended.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comptroller" means the Comptroller of Public Accounts of the State.
"Council" means the Town Council of the Town.
"Dated Date" means the date of the Bonds set forth in the Pricing Certificate.
"Defeasance Securities" means any securities and obligations now or hereafter authorized
by State law that are eligible to refund, retire or otherwise discharge obligations such as the Bonds ,
unless otherwise provided in the Pricing Certificate.
"Delivery Date" shall mean the date or dates of delivery of any series of Bonds to the
Underwriter against payment therefor, as determined by the Pricing Officer in the Pricing
Certificate.
"Designated Financial Officer" means the Town Manager or the Finance Director of the
Town, or such other Town official so designated by the Council.
"Fiscal Year" means the regular fiscal year used by the Town in connection with the
operation of the System, which may be any twelve consecutive month period established by the
Town.
"Gross Revenues" mean all revenues, income and receipts of every nature derived or
received by the Town from the operation and ownership of the System, including the interest
income from investment or deposit of money in any fund created by this Ordinance or maintained
by the Town in connection with the System.
"Maturity", when used with respect to Bonds Similarly Secured, means the date on which
the principal of any Outstanding Bonds Similarly Secured becomes due and payable as therein
provided, whether at the Stated Maturity thereof or by declaration of acceleration, call for
redemption, or otherwise.
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"Maintenance and Operating Expenses" means all current expenses of operating and
maintaining the System, including all salaries, labor, materials, repairs and extensions necessary
to render efficient service; provided, however, that only such repairs and extensions, as in the
judgment of the Council, reasonably and fairly exercised, are necessary to maintain the operations
and render adequate service to the Town and the inhabitants thereof, or such as might be necessary
to meet some physical accident or condition which would otherwise impair obligations payable
from Net Revenues shall be deducted in determining "Net Revenues." Depreciation shall never
be considered as a Maintenance and Operating Expense. Maintenance and Operating Expenses
shall include payments under contracts for the purchase of water supply or treatment of sewage or
other materials, goods or services for the S ystem to the extent authorized by law and the provisions
of such contract.
"Maximum Annual Debt Service Requirements" means the greatest requirements of
Annual Debt Service Requirements (taking into account all mandatory principal redemption
requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for
the particular obligations for which such calculation is made. Capitalized interest payments
provided from Bonds Similarly Secured proceeds, accrued interest on any Bonds Similarly
Secured, and interest earnings thereon shall be excluded in making such computation.
"Net Revenues" means the Gross Revenues of the System, with respect to any period, after
deducting the System's Maintenance and Operating Expenses during such period.
"Outstanding", when used in this Ordinance with respect to Bonds Similarly Secured,
means, as of the date of determination, all Bonds Similarly Secured theretofore sold, issued and
delivered by the Town, except:
(1) those Bonds Similarly Secured cancelled or delivered to the transfer agent or
registrar for cancellation in connection with the exchange or transfer of such Bonds;
(2) those Bonds Similarly Secured paid or deemed to be paid in accordance with the
provisions hereof; and
(3) those Bonds Similarly Secured that have been mutilated, destroyed, lost, or stolen
and replacement Bonds have been registered and delivered in lieu thereof.
"Paying Agent/Registrar" means the paying agent/registrar designated by the Pricing
Officer in the Pricing Certificate.
"Permitted Investments" means any security or obligation or combination thereof permitted
under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or
other applicable law.
"Pledged Revenues" means (i) the Net Revenues, plus (ii) any additional revenues, income,
receipts, or other resources, including, without limitation, any grants, donations or income received
or to be received from the United States Government, or any other public or private source, whether
pursuant to an agreement or otherwise, which hereafter are pledged by the Town to the payment
of the Bonds Similarly Secured, and excluding those revenues excluded from Gross Revenues or
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excluded from Net Revenues.
"Previously Issued Bonds" means the "Town of Prosper, Texas, Waterworks and Sewer
System Revenue Bonds, Series 2024", now outstanding in the amount of $29,670,000.
"Project" means the acquisition, construction, installation and equipment of additions,
improvements and extensions to the System.
"Purchase Contract" means (i) a bond purchase agreement between the Town and the
Underwriter, pertaining to the purchase of the Bonds by the Underwriter sold through a negotiated
sale conducted as a public underwriting; (ii) a private placement agreement between the Town and
the Underwriter, pertaining to the purchase of the Bonds by the Underwriter sold through a
negotiated sale conducted as a private placement; and (iii) the bid form prepared in accordance
with the notice of sale and bidding instructions and submitted by potential purchasers of any Bonds
sold pursuant to a competitive sale.
"Rating Agency" means any nationally recognized securities rating agency.
"Required Reserve" means 25% of the least of: (i) Maximum Annual Debt Service
Requirements on the Bonds as of the date of calculation, (ii) 125% of average Annual Debt Service
on the Bonds as of the date of calculation, and (iii) 10% of the lesser of the par amount of the
Outstanding Bonds or the proceeds of the Bonds; provided, however, that such amount shall be
recalculated in the manner described herein. The Required Reserve will be set forth in the Pricing
Certificate.
"Reserve Fund Obligation" means, to the extent permitted by law, (i) a policy of insurance
or a surety bond, issued by an Town of policies of insurance insuring the timely payment of debt
service on governmental obligations, provided that a Rating Agency, at the time of the delivery of
such credit facility, would rate the Bonds fully insured by a standard policy issued by the Town of
such credit facility in any one of its three highest generic rating categories for such obligations;
and (ii) a letter or line of credit issued by any financial institution, provided that a Rating Agency,
at the time of delivery of such letter or line of credit, would rate the Bonds in any one of its three
highest generic rating categories for such obligations if the letter or line of credit proposed to be
issued by such financial institution secured the timely payment of the entire principal amount of
the Bonds and the interest thereon.
"Reserve Fund Obligation Payment" means any payment the Town is obligated to make
from Pledged Revenues deposited in the Reserve Fund with respect to a Reserve Fund Obligation.
"Revenue Fund" means the revenue fund described herein.
"Special Project" means any water, sewer, wastewater reuse system property, improvement
or facility or other public improvement declared by the Town not to be part of the System, for
which the costs of acquisition, construction and installation are paid from proceeds of Special
Project Obligations and for which all Maintenance and Operating Expenses are payable from
sources other than Pledged Revenues, but only to the extent that and for so long as all or any part
of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of
such costs of acquisition, construction and installation under such financing transaction.
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"Special Project Obligations" means special revenue obligations of the Town which are not
secured by the Pledged Revenues, but which are secured by and payable solely from special
contract revenues or payments received from the System, any other legal entity, or any
combination thereof, in connection with a Special Project; and such revenues or payments shall
not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise
provided in the ordinance or ordinances authorizing the issuance of such Special Project
Obligations.
"State" means the State of Texas.
"Stated Maturity" means the annual principal payments of the Bonds Similarly Secured
payable on the respective dates set forth in the ordinance(s) which authorized the issuance of such
Bonds Similarly Secured.
"Subordinate Lien Obligations" means any bonds, notes, warrants, contractual obligations
or other obligations issued or incurred by the Town that are payable, in whole or in part, from and
equally and ratably secured by a lien on and pledge of the Pledged Revenues, such pledge being
subordinate and inferior to the lien on and pledge of the Pledged Revenues that are or will be
pledged to the payment of any Bonds Similarly Secured issued by the Town.
"System" means the Town's existing combined waterworks and sewer system, together
with all future extensions, improvements, enlargements, and additions thereto, and all
replacements thereof; provided that, notwithstanding the foregoing, and to the extent now or
hereafter authorized or permitted by law, the term System shall not include any Special Projects
which are hereafter acquired or constructed by the Town with the proceeds of Special Project
Obligations.
"Town" means the Town of Prosper, Texas.
"Underwriter" shall mean the initial purchaser(s) of the Bonds designated by the Pricing
Officer in the Pricing Certificate.
Section 3. DELEGATION TO PRICING OFFICER. (a) As authorized by Section
1371.053, Texas Government Code, as amended, the Deputy Town Manager and the Finance
Director of the Town are each individually hereby authorized to act on behalf of the Town in
selling and delivering the Bonds (of which officers, the officer executing the Pricing Certificate
shall be hereinafter referred to as, and shall for all purposes be, the "Pricing Officer"), determining
whether the Bonds shall be issued in one or more series or subseries and carrying out the
procedures specified in this Ordinance, including determining the principal amount of Bonds to be
issued, the amount to be applied against each proposition, determining whether the Bonds shall be
issued in one or more series or subseries, the date or dates of the Bonds, any additional or different
designation or title by which the Bonds shall be known, the price at which the Bonds will be sold,
the years in which the Bonds will mature, the principal amount to mature in each of such years,
the rate of interest to be borne by each such maturity, the interest payment and record dates, the
price and terms, if any, upon and at which the Bonds shall be subject to redemption prior to
maturity at the option of the Town, as well as any mandatory sinking fund redemption provisions,
whether the Bonds of any series shall be designated as "qualified tax -exempt obligations" as
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defined in section 265(b)(3) of the Code, approving modifications or additions to the Rule 15c2-
12 continuing disclosure undertaking, approving modifications to the term Defeasance Securities,
determining the Required Reserve and all other matters relating to the issuance, sale, and delivery
of the Bonds, including without limitation procuring municipal bond insurance and approving
modifications to this Ordinance and executing such instruments, documents and agreements as
may be necessary with respect thereto, if it is determined that such insurance would be financially
desirable and advantageous, all of which shall be specified in the Pricing Certificate, provided that:
(i) the maximum original principal amount of the Bonds shall not exceed
$34,850,000;
(ii) no Bond of any series (if multiple series are issued) shall mature after
August 15, 2045; and
(iii) the true interest cost rate for the Bonds shall not exceed 5.00% in the aggregate.
(b) In establishing the aggregate principal amount of the Bonds, the P ricing Officer shall
establish an amount not exceeding the amount authorized in Subsection (a) above, which shall be
sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay
costs of issuing the Bonds. The delegation made hereby shall expire if not exercised by the Pricing
Officer on or prior to the date that is 180 days after the adoption of this Ordinance. The Pricing
Officer may determine to issue one or more series of Bonds and may exercise the authority granted
herein on one or more dates to effectuate the issuance of multiple series of Bonds if multiple series
are issued and, if multiple series are issued, each separate series may close on separate dates or on
the same date, as determined by the Pricing Officer. The Bonds shall be sold at such prices, with
and subject to such terms as set forth in one or more Pricing Certificates.
(c) The Bonds of one or more series may be sold by public offering (either through a
negotiated or competitive offering) or by private placement. If the Bonds of one or more series
are sold by private placement, the applicable Pricing Certificate shall so state, and the applicable
Pricing Certificate may make changes to this Ordinance to effect such private placement of such
Bonds, including the provisions hereof that pertain to the book-entry-only procedures (including
eliminating the book-entry-only system of registrations, payment and transfers) and to the
provisions relating to the Rule 15c2-12 undertaking (including eliminating or replacing such
undertaking with an agreement to provide alternative disclosure information).
(d) In satisfaction of Section 1201.022(a)(3)(B), Texas Government Code, the Council
hereby determines that the delegation of the authority to the Pricing Officer to approve the final
terms of the Bonds set forth in this Ordinance is, and the decisions made by the Pricing Officer
pursuant to such delegated authority and incorporated into the Pricing Certificate will be, the most
advantageous reasonably available, and the Pricing Officer is hereby authorized to make and
include a finding to that effect in the Pricing Certificate.
Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange. The Town shall keep or cause to be kept at the designated office of
the bank named in the Pricing Certificate as the paying agent/registrar for the Bonds (the "Paying
Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange
of the Bonds (the "Registration Books"), and the Town hereby appoints the Paying Agent/Registrar
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as its registrar and transfer agent to keep such books or records and make such registrations of
transfers, conversions and exchanges under such reasonable regulations as the Town and P aying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided within three days of presentation in due
and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books
the address of the registered owner of each Bond to which payments with respect to the Bonds
shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the
Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such
interest payments shall not be mailed unless such notice has been given. The Town shall have the
right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity. The Town shall pay the Paying Agent/Registrar's standard or customary fees and charges
for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or
Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made
in the manner provided and with the effect stated in the FORM OF BOND set forth as Exhibit A
of this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from
each other Bond.
(b) Authentication. Except as provided in subsection (e) of this Section, an authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and
manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless
such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and
Bonds surrendered for conversion and exchange. No additional ordinances, orders or resolutions
need be passed or adopted by the governing body of the Town or any other body or person so as
to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute
Bonds in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas
Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted and
exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance,
approved by the Attorney General and registered by the Comptroller.
(c) Payment of Bonds and Interest. The Town hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the Town and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and
for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the Town. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United States
mail, first-class postage prepaid, to the address of each registered owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
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(d) Substitute Paying Agent/Registrar. The Town covenants with the registered
owners of the Bonds that at all times while the Bonds are outstanding the Town will provide a
competent and legally qualified bank, trust company, financial institution or other agency to act as
and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that
the Paying Agent/Registrar will be one entity. The Town reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than 50 days written notice to the Paying
Agent/Registrar, to be effective not later than 45 days prior to the next principal or interest payment
date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or
its successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the Town covenants that promptly it will appoint a competent and legally qualified bank,
trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated
and appointed by the Town. Upon any change in the Paying Agent/Registrar, the Town promptly
will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered
owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give
the address of the new Paying Agent/Registrar. By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance,
and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully
registered form, without interest coupons, with the principal of and interest on such Bonds to be
payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled
maturities (notice of which shall be given to the Paying Agent/Registrar by the Town at least 35
days prior to any such redemption date), (iii) may be transferred and assigned, (iv) may be
converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed,
sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable,
and (viii) shall be administered and the Paying Agent/Registrar and the T own shall have certain
duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the
effect as required or indicated, in the FORM OF BOND set forth as Exhibit A of this Ordinance.
The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and
shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in
conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying
Agent/Registrar shall execute the Paying Agent/registrar's Authentication Certificate, in the
FORM OF BOND set forth as Exhibit A of this Ordinance.
(f) Book-Entry-Only System. Unless the Bonds are sold by private placement, the
Bonds issued in exchange for the Bonds initially issued to the Underwriter shall be initially issued
in the form of a separate single fully registered Bond for each of the maturities thereof. Upon
initial issuance, the ownership of each such Bond shall be registered in the name of Cede & C o.,
as nominee of The Depository Trust Company of New York ("DTC"), and except as provided in
subsection (g) of this Section, all of the outstanding Bonds shall be registered in the name of Cede
& Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Town
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers
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and dealers, banks, trust companies, clearing corporations and certain other organizations on
whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants or to any person on behalf of
whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately
preceding sentence, the Town and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a registered owner of Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Participant or any other person, other than a registered owner of Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the Town and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Bonds only to or upon the order of the registered owners,
as shown in the Registration Books as provided in this Ordinance, or their respective attorneys
duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the Town's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the
Registration Books, shall receive a Bond certificate evidencing the obligation of the Town to make
payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date,
the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(g) Successor Securities Depository; Transfers Outside Book-Entry-Only System. If
the Bonds are subject to the DTC book-entry system, and in the event that the Town determines
that DTC is incapable of discharging its responsibilities described herein and in the Town's Blanket
Issuer Letter of Representations to DTC or that it is in the best interest of the beneficial owners of
the Bonds that they be able to obtain certificated Bonds, the Town shall (i) appoint a successor
securities depository, qualified to act as such under Section 17A of the Securities and Exchange
Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor
securities depository and transfer one or more separate Bonds to such successor securities
depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and
transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
accounts. In such event, the Bonds shall no longer be restricted to being registered in the
Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered i n the
name of the successor securities depository, or its nominee, or in whatever name or names
registered owners transferring or exchanging Bonds shall designate, in accordance with the
provisions of this Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Bond and all notices with respect to
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such Bond shall be made and given, respectively, in the manner provided in the Town's Blanket
Issuer Letter of Representations to DTC.
(i) Cancellation of Initial Bond(s). On the Delivery Date, one initial Bond representing
the entire principal amount of the Bonds, payable in stated installments to the order of the
Underwriter or its designee, executed by manual or facsimile signature of the Mayor and Town
Secretary, approved by the Attorney General, and registered and signed by the Comptroller in the
manner prescribed by law, will be delivered to the Underwriter or its designee. If the Bonds are
sold subject to the book-entry system of DTC, then upon payment for the initial Bond(s), the
Paying Agent/Registrar shall insert the Delivery Date on the initial Bond(s), cancel each of the
initial Bond(s) and deliver to DTC on behalf of the Underwriter one registered definitive Bond for
each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such
maturity, registered in the name of Cede & Co., as nominee of DTC. To the extent that the Paying
Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement
between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive
Bonds in safekeeping for DTC.
(j) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met
and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be
redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice
of redemption, such notice may state that said redemption may, at the option of the Town, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth
in such notice of redemption. If a conditional notice of redemption is given and such prerequisites
to the redemption and sufficient moneys are not received, such notice shall be of no force and
effect, the Town shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
Section 5. FORM OF BONDS. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State to be attached only to the Bonds
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially in the
form provided in Exhibit A, with such appropriate variations, omissions, or insertions as are
permitted or required by this Ordinance. The Form of Bond as it appears in Exhibit A shall be
completed, amended and modified by Bond Counsel to incorporate the information set forth in the
Pricing Certificate, but it is not required for the Form of Bond to be reproduced as an exhibit to
the Pricing Certificate.
Section 6. PLEDGE.
(a) The Town hereby covenants and agrees that a first lien on the Pledged Revenues are
hereby irrevocably pledged to the payment and security of the Bonds Similarly Secured, including
the establishment and maintenance of the special funds created, established and maintained for the
payment and security thereof, all as hereinafter provided; and it is hereby ordered that the Bonds
Similarly Secured, and the interest thereon, shall constitute a lien on and pledge of the Pledged
Revenues and be valid and binding without any physical delivery thereof or further act by the
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Town, and the lien created hereby on the Pledged Revenues for the payment and security of the
Bonds Similarly Secured, including the establishment and maintenance of the special funds
created, established and maintained for the payment and security thereof, shall be superior to the
lien on and pledge of the Pledged Revenues securing payment of any Subordinate Lien Obligations
heretofore or hereafter issued by the Town.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge
of the Pledged Revenues granted by the Town under this Section, and is therefore valid, effective,
and perfected. Should Texas law be amended at any time while the Bonds are outstanding and
unpaid, the result of such amendment being that the pledge of the Pledged Revenues granted by
the Town under this Section is to be subject to the filing requirements of Chapter 9, Business and
Commerce Code, in order to preserve to the Holders of the Bonds a security interest in said pledge,
the Town agrees to take such measures as it determines are reasonable and necessary under Texas
law to comply with the applicable provisions of Chapter 9, Business and Commerce Code and
enable a filing of a security interest in said pledge to occur.
Section 7. FUNDS. The following special funds ("Funds") heretofore created and
established in connection with the Previously Issued Bonds shall be maintained so long as any of
the Bonds Similarly Secured, or the interest thereon, are outstanding and unpaid:
(a) "Town of Prosper Waterworks and Sewer System Revenue Fund", hereinafter called
the "System Fund." This fund shall be kept and maintained at a depository bank of the Town, and
moneys deposited in this fund shall be used as described herein.
(b) "Town of Prosper Waterworks and Sewer System Revenue Bond Fund", hereinafter
called the "Bond Fund."
(c) For each series or combination of series of Bonds Similarly Secured that are secured
by a Reserve Fund, a "Town of Prosper Waterworks and Sewer System Revenue Bond Reserve
Fund", hereinafter called a "Reserve Fund."
(d) All of such Funds may be held as subaccounts within another fund (or within the
System Fund) held by the Town's depository, and, as such, not held in separate bank accounts.
Such treatment shall not constitute a commingling of the monies in such Funds or of such Funds
and the Town shall keep full and complete records of the monies and investments credited to each
of such Funds.
Section 8. SYSTEM FUND. The Town hereby covenants, agrees and establishes that the
Gross Revenues shall be deposited and credited to the System Fund immediately as collected and
received. All Maintenance and Operating Expenses are and shall be paid from such Gross
Revenues as a first charge against same.
Section 9. FLOW OF FUNDS.
(a) All Gross Revenues deposited and credited to the System Fund shall be pledged and
appropriated to the extent required for the following uses and in the order of priority shown:
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First: To the payment of all necessary and reasonable Maintenance and Operating
Expenses, and the payment of such Maintenance and Operating Expenses shall be a
first charge on and claim against the Gross Revenues.
Second: To the payment of the amounts required to be deposited in the Bond Fund for
the payment of Annual Debt Service Requirements on the Bonds Similarly Secured as
the same becomes due and payable.
Third: To the payment of the amounts required to be deposited in the Reserve Fund to
establish and maintain the Required Reserve in accordance with the provisions of this
Ordinance or any other ordinance relating to the issuance of Bonds Similarly Secured.
Fourth: To make payment, including payment of amounts required for reserve fund
requirements, of all Subordinate Lien Obligations.
(b) Any Pledged Revenues remaining in the System Fund after satisfying the foregoing
payments, or making adequate and sufficient provision for the payment thereof, may be
appropriated and used for any other Town purpose now or hereafter permitted by law.
Section 10. BOND FUND.
(a) For purposes of providing funds to pay the principal of, premium, if any, and interest
on the Bonds Similarly Secured as the same become due and payable, including any mandatory
sinking fund redemption payments, the Town agrees that it shall maintain the Bond Fund. The
Town covenants to deposit and credit to the Bond Fund prior to each principal, interest payment
or redemption date from the available Pledged Revenues an amount equal to one hundred percent
(100%) of the amount required to fully pay the interest on and the principal of the Bonds Similarly
Secured then coming due and payable.
(b) The required deposits and credits to the Bond Fund shall continue to be made as
hereinabove provided until such time as (i) the total amount on deposit in and credited to the Bond
Fund and the Reserve Fund, if one is required, and in any reserve fund created pursuant to the
terms hereof, taking into account any Reserve Fund Obligation held in or for the benefit of any
such reserve fund) is equal to the amount required to fully pay and discharge all outstanding Bonds
Similarly Secured (principal, premium, if any, and interest) or (ii) the Bonds Similarly Secured are
no longer outstanding.
(c) Accrued interest and capitalized interest, if any, received from the purchaser of any
Bond Similarly Secured shall be taken into consideration and reduce the amount of the deposits
and credits hereinabove required into the Bond Fund.
Section 11. RESERVE FUND.
(a) The Town has heretofore created, and the Town hereby agrees to maintain at a
depository of the Town, a debt service reserve fund for the benefit of the Previously Issued Bonds,
and such debt service reserve fund is herein referred to as the "Reserve Fund", which Reserve Fund
is and will be held for the benefit of the Previously Issued Bonds, the Bonds and any Additional
Bonds that may be secured thereby. In accordance with this Ordinance and the ordinances
authorizing the issuance of the Previously Issued Bonds, the Town shall deposit and credit to the
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Reserve Fund amounts required to maintain the balance in the Reserve Fund in an amount equal
to the Required Reserve. The Required Reserve shall be maintained in the Reserve Fund at all
times after the Delivery Date. The Town may fund the Reserve Fund with (i) cash on hand, (ii)
proceeds from the sale of the Bonds, (iii) one or more Reserve Fund Obligations or (iv) any
combination of (i) through (iii), and the Pricing Certificate shall set forth the method of funding.
All funds, investments and Reserve Fund Obligations on deposit and credited to the Reserve Fund
shall be used solely for (i) the payment of the principal of and interest on the Bonds, when and to
the extent other funds available for such purposes are insufficient, (ii) to make Reserve Fund
Obligation Payments, or (iii) to retire the last stated maturity or stated maturities of or interest on
the Bonds, and any excess amount in the Reserve Fund may be transferred to the Pledged Revenue
Fund and allocated in accordance with this Ordinance.
(b) When and for so long as the cash, investments and Reserve Fund Obligations in the
Reserve Fund equal the Required Reserve or the portion then required to be on deposit therein, no
deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any
time contains less than the Required Reserve then required to be on deposit therein, the Town
covenants and agrees that the Town shall cure the deficiency in the Reserve Fund by making
Required Reserve Fund Deposits to such fund from the Pledged Revenues in accordance with the
terms hereof by monthly deposits in amounts equal to not less than 1/60th of the Required Reserve,
with any such deficiency payments being made on or before the last day of each month until the
Required Reserve has been fully funded or restored. In addition, in the event that a portion of the
Required Reserve is represented by a Reserve Fund Obligation, the Required Reserve shall be
restored as soon as possible from monthly deposits of Pledged Revenues on deposit in the System
Fund in accordance with the terms hereof, but subject to making the full deposits and credits to the
Bond Fund required to be made by Section 10. The Town further covenants and agrees that, subject
only to the prior deposits to be made to the Bond Fund, the Pledged Revenues shall be applied and
appropriated and used to establish and maintain the Required Reserve, including by paying
Reserve Fund Obligation Payments when due, and any reserve established for the benefit of any
issue or series of Additional Bonds and to cure any deficiency in such amounts as required by the
terms of this Ordinance and any other ordinance pertaining to the issuance of Additional Bonds.
Reimbursements to the provider, if any, of a Reserve Fund Obligation shall constitute the making
up of a deficiency in the Reserve Fund to the extent that such reimbursements result in the
reinstatement, in whole or in part, as the case may be, of the amount of the Reserve Fund
Obligation.
(c) Earnings and income derived from the investment of amounts held for the credit of the
Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required
Reserve. During such time as the Reserve Fund contains the Required Reserve or any cash or
Permitted Investment is replaced with a Reserve Fund Obligation pursuant to subsection (d) below,
the Town may, at its option, withdraw all surplus funds in the Reserve Fund and deposit such
surplus in the System Fund; provided that the face amount of any Reserve Fund Obligation may
be reduced at the option of the Town in lieu of such transfer. Notwithstanding the foregoing, any
surplus funds in the Reserve Fund that consist of proceeds of the Bonds or interest thereon shall
be used for purposes for which the Bonds were issued or deposited to the Bond Fund.
(d) The Town may at any time deposit, supplement, replace or substitute a Reserve Fund
Obligation for cash or Permitted Investments on deposit in the Reserve Fund or in substitution for
or replacement of any existing Reserve Fund Obligation, provided, that the deposit, supplement,
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replacement or substitution of the Reserve Fund Obligation will not, in and of itself, cause any
ratings then assigned to the Bonds by any Rating Agency to be lowered and the ordinance
authorizing the substitution of the Reserve Fund Obligation for all or part of the Required Reserve
contains a finding that such substitution is cost effective. Notwithstanding any other provision of
this Ordinance, if a Reserve Fund Obligation is utilized in connection with the Bonds after the
issuance date of the Bonds, the Town must specifically approve any such Reserve Fund Obligation
and any such Reserve Fund Obligation must be submitted to the Attorney General of Texas (if
submission is then required by law) for approval.
(e) If the Town is required to make a withdrawal from the Reserve Fund for any of the
purposes described in this Section, the Town shall promptly notify the issuer of such Reserve Fund
Obligation of the necessity for a withdrawal from the Reserve Fund for any such purposes, and
shall make such withdrawal FIRST from available moneys or Permitted Investments then on
deposit in the Reserve Fund, and NEXT from a drawing under any Reserve Fund Obligation to the
extent of such deficiency.
(f) In the event there is a draw upon the Reserve Fund Obligation, the Town shall reimburse
the issuer of such Reserve Fund Obligation for such draw, in accordance with the terms of any
agreement pursuant to which the Reserve Fund Obligation is used, from Pledged Revenues,
however, such reimbursement from Pledged Revenues shall be in accordance with the provisions
of Section 9 hereof and shall be subordinate and junior in right of payment to the payment of
principal of and premium, if any, and interest on the then outstanding Bonds Similarly Secured.
(g) The Town may create and establish a debt service reserve fund pursuant to the
provisions of any ordinance or other instrument authorizing the issuance of Bonds Similarly
Secured for the purpose of securing that particular issue or series of Bonds Similarly Secured or
any specific group of issues or series of Bonds Similarly Secured (including the combining of debt
service reserve funds for Bonds Similarly Secured so long as the requirements of each ordinance
authorizing such Bonds Similarly Secured are satisfied), and the amounts once deposited or
credited to said debt service reserve funds shall no longer constitute Pledged Revenues and shall
be held solely for the benefit of the owners of the particular Bonds Similarly Secured for which
such debt service reserve fund was established. Each debt service reserve fund shall receive a pro
rata amount of the Pledged Revenues after the requirements of the Bond Fund, which secures all
Bonds Similarly Secured, have first been met. Each such debt service reserve fund shall be
designated in such manner as is necessary to identify the Bonds Similarly Secured it secures and
to distinguish such debt service reserve fund from the debt service reserve funds created for the
benefit of other Bonds Similarly Secured. Each ordinance authorizing the issuance of Bonds
Similarly Secured that are to be secured by a debt service reserve fund shall specify the amount or
a manner of calculating the amount to be held and maintained on deposit therein.
(h) The Designated Financial Officer shall recalculate the Required Reserve at the
following times: (i) on the first day of each Fiscal Year, (ii) upon the issuance of Additional Bonds,
to the extent such Additional Bonds will be secured by the Reserve Fund, (iii) upon the refunding
or defeasance of the Bonds or any Additional Bonds secured by the Reserve Fund and (iv) upon
the deposit, supplement, replacement or substitution of a Reserve Fund Obligation (each of the
foregoing, a "Required Reserve Recalculation").
Section 12. INVESTMENTS; SECURITY FOR FUNDS.
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(a) Money in any fund established pursuant to this Ordinance may, at the option of the
Town, be invested in investments authorized by the Public Funds Investment Act, Chapter 2256,
Texas government Code, as amended, consistent with the investment policy approved by the
Council; provided that all such deposits and investments shall be made in such manner that the
money required to be expended from any fund will be available at the proper time or times. All
interest and income derived from such deposits and investments immediately shall be credited to,
and any losses debited to, the Fund from which the deposit or investment was made, and surpluses
in any Fund shall or may be disposed of as hereinafter provided. Such investments shall be sold
promptly when necessary to prevent any default in connection with any Bonds Similarly Secured.
(b) Money in all funds created by this Ordinance, to the extent not invested, shall be
secured in the manner prescribed by law for securing funds of the Town.
Section 13. DEFICIENCIES, EXCESS PLEDGED REVENUES.
(a) If on any occasion there shall not be sufficient Pledged Revenues to make the required
deposits into the Bond Fund and any Reserve Fund, then such deficiency shall be made up as soon
as possible from the next available Pledged Revenues, or at the option of the Town from any other
sources legally available for such purpose.
(b) Subject to making the required deposits to the credit of the Bond Fund and Rese rve
Funds, when and as required by this Ordinance, or any ordinances authorizing the issuance of
Additional Bonds, the excess Pledged Revenues may be used by the Town for any lawful purpose.
Section 14. PAYMENT OF BONDS SIMILARLY SECURED. While any of the Bonds
Similarly Secured are outstanding, the Town shall transfer to the respective paying agent/registrar
therefor, from funds on deposit in and credited to the Bond Fund, and, if necessary, in the Reserve
Fund with respect to the Bonds, amounts sufficient to fully pay and discharge promptly the interest
on and principal of the Bonds Similarly Secured as shall become due on each interest or principal
payment date, or date of redemption of the Bonds Similarly Secured; such transfer of funds must
be made in such manner as will cause immediately available funds to be deposited with each
respective paying agent/registrar for the Bonds Similarly Secured not later than the business day
next preceding the date such payment is due on the Bonds Similarly Secured. The Paying
Agent/Registrar shall destroy all paid Bonds Similarly Secured and furnish the Town with an
appropriate certificate of cancellation or destruction.
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Section 15. ADDITIONAL BONDS.
(a) The Town shall have the right and power at any time and from time to time and in one
or more series or issues, to authorize, issue and deliver Additional Bonds, in accordance with law,
in any amounts, for purposes of extending, improving or repairing the System or for the purpose
of refunding of any Bonds Similarly Secured, Subordinate Lien Obligations or other obligations
of the Town incurred in connection with the ownership or operation of the System. Such
Additional Bonds, if and when authorized, issued and delivered in accordance with this Ordinance,
shall be secured by and made payable equally and ratably on a parity with all other Bonds Similarly
Secured at the time outstanding and unpaid, from a first lien on and pledge of the Pledged Revenues
herein granted.
(b) The Bond Fund shall secure and be used to pay all Bonds Similarly Secured. Each
ordinance under which Additional Bonds are issued shall provide and require that, in addition to
the amounts required by the provisions of this Ordinance and the provisions of any other ordinance
or ordinances authorizing Additional Bonds to be deposited to the credit of the Bond Fund, the
Town shall deposit to the credit of the Bond Fund at least such amounts as are required for the
payment of all principal of and interest on said Additional Bonds then being issued, as the same
come due.
(c) Additional Bonds shall be issued only in accordance with this Ordinance, but
notwithstanding any provisions of this Ordinance to the contrary, no installment, series or issue of
Additional Bonds shall be issued or delivered unless:
(i) The Designated Financial Officer shall have executed a certificate stating (A) (i)
that, to the best of such person's knowledge and belief, the Town is not then in default as
to any covenant or requirement contained in any ordinance authorizing the issuance of
outstanding Bonds Similarly Secured, and (ii) payments into all special funds or accounts
created and established for the payment and security of all outstanding Bonds Similarly
Secured have been made and that the amounts on deposit in such special funds or accounts
are the amounts then required to be on deposit therein or (B) the application of the proceeds
of sale of such obligations then being issued will cure any such default or deficiency; and
(ii) The Designated Financial Officer shall have executed a certificate stating that
based on the books and records of the Town, during either the preceding Year, or any
twelve (12) consecutive months out of the fifteen (15) months immediately preceding the
date of the then proposed Additional Bonds, the Net Earnings are at least equal to 1.25
times the Average Annual Debt Service Requirements (computed on a fiscal year basis)
and 1.10 times the Maximum Annual Debt Service Requirements of the Bonds Similarly
Secured to be outstanding after the issuance of the then proposed Additional Bonds.
(d) In making a determination of Net Earnings for any of the purposes described in this
Section, the Designated Financial Officer may take into consideration a change in the rates and
charges for services and facilities afforded by the System that became effective at least sixty (60)
days prior to the date the ordinance authorizing the issuance of the Additional Bonds is adopted
and, for purposes of satisfying the Net Earnings tests described above, make a pro forma
determination of the Net Earnings of the System for the period of time covered by said Designated
Financial Officer's certification or opinion based on such change in rates and charges being in
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effect for the entire period covered by said Designated Financial Officer's certificate or opinion.
(e) Bonds Similarly Secured may be refunded (pursuant to any law then available) upon
such terms and conditions as the Town may deem to be in the best interest of the Town, and the
proposed refunding bonds shall be considered as "Additional Bonds" under the provisions of this
Section and the certificate required in subsection (c)(ii) shall give effect to the issuance of the
proposed refunding bonds and shall exclude the bonds being refunded from the calculation of
Average Annual Debt Service Requirements.
(f) All calculations of Average Annual Debt Service Requirements made pursuant to this
Section shall be made as of and from the date of the Additional Bonds then proposed to be issued.
Section 16. NO ISSUANCE OF OBLIGATIONS SENIOR TO THE BONDS
SIMILARLY SECURED. The Town covenants and agrees that it will not issue any obligations
payable from and secured, in whole or in part, by a lien on and pledge of the Pledged Revenues,
senior in rank and dignity to the lien on and pledge of such Pledged Revenues securing the payment
of the Bonds Similarly Secured.
Section 17. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The Town hereby
reserves the right to issue, at any time, obligations including, but not limited to, Subordinate Lien
Obligations, payable from and equally and ratably secured, in whole or in part, by a lien on and
pledge of the Pledged Revenues, subordinate and inferior in rank and dignity to the lien on and
pledge of the Pledged Revenues securing the payment of the Bonds Similarly Secured, as may be
authorized by the laws of the State.
Section 18. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS. The Town reserves
the right to issue Special Project Obligations. Except as otherwise provided in the proceedings
authorizing the issuance of the Special Project Obligations, all revenues received for the Special
Project in excess of revenues required to pay principal and interest on the Special Project
Obligations and to establish reserves and to secure, maintain and operate the Special Project shall
be considered as a part of Gross Revenues.
Section 19. PARTICULAR REPRESENTATIONS AND COVENANTS.
(a) Rate Covenant. The Town shall fix, establish, maintain and collect such rates, charges
and fees for the use and availability of the System at all times as are necessary to produce Gross
Revenues equal to the greater of the amounts sufficient:
(i) (1) to pay all current Maintenance and Operating Expenses, and (2) to produce
Net Revenues for each Fiscal Year at least equal to 1.20 times the Annual Debt Service
Requirements of all then outstanding Bonds Similarly Secured; or
(ii) to pay the sum of: (1) all current Maintenance and Operating Expenses, (2) the
Annual Debt Service Requirements of all then outstanding Bonds Similarly Secured and
Subordinate Lien Obligations, (3) required deposits to a reserve fund for any Bonds
Similarly Secured and Subordinate Lien Obligations then outstanding, and (4) amounts
required to pay all other obligations of the System reasonably anticipated to be paid from
Gross Revenues during the current Fiscal Year.
(b) Maintenance and Operation; Insurance. The Town hereby covenants and agrees that
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the System shall be maintained in good condition and operated in an efficient manner and at
reasonable cost. So long as any of the Bonds Similarly Secured are outstanding, the Town agrees
to maintain casualty and other insurance on the System of a kind and in an amount cu stomarily
carried by municipal corporations owning and operating similar properties. Nothing in this
Ordinance shall be construed as requiring the Town to expend any funds which are derived from
sources other than the operation of the System but nothing herein shall be construed as preventing
the Town from doing so.
(c) No Free Service. The Town covenants and agrees that no free service of the System
shall be allowed except to institutions and buildings owned and operated by the Town.
(d) Records and Accounts; Accounting Reports. The Town hereby covenants and agrees
that so long as any of the Bonds or any interest thereon remain outstanding and unpaid, it will keep
and maintain a proper and complete system of records and accounts pertaining to the operation of
the System parts separate and apart from all other records and accounts of the Town in which
complete and correct entries shall be made of all transactions relating to said System, as provided
by Chapter 1502, Texas Government Code, or other applicable law. The Owner or Owners of any
Bonds or any duly authorized agent or agents of such Owners shall have the right at all reasonable
times to inspect all such records, accounts and data relating thereto and to inspect the System and
all properties comprising same. The Town further agrees that following the close of each Fiscal
Year, it will cause an audit of such books and accounts to be made by an independent firm of
certified public accountants. Each such audit, in addition to whatever other matters may be thought
proper by the accountant, shall particularly include the following:
(i) A statement of the income and expenditures of the components of the System
for such fiscal year;
(ii) A balance sheet as of the end of such Fiscal Year; and
(iii) A list of the insurance policies in force at the end of the Fiscal Year on the
System properties, setting out as to each policy the amount thereof, the risk covered, the
name of the insurer, and the policy's expiration date.
Expenses incurred in making the audits above referred to are to be regarded as Maintenance
and Operating Expenses of the System and paid as such. Copies of the aforesaid annual audit shall
be immediately furnished, upon written request, to the original purchasers of the Bonds and any
subsequent Owner.
(e) Sale or Lease of Properties. The Town, to the extent and in the manner authorized by
law, may sell or exchange for consideration representing the fair value thereof, as determined by
the Council, any property not necessary or required in the efficient operations of the System, or
any equipment not necessary or useful in the operations thereof or which is obsolete, damaged or
worn out or otherwise unsuitable for use in the operation of the System. The proceeds of any sale
of properties of the System shall be deposited in the System Fund.
(f) Competition. That so far as it legally may and subject existing agreements and
certifications, the Town covenants and agrees, for the protection and security of the Bonds
Similarly Secured and the holders thereof from time to time and until all Bonds Similarly Secured
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shall have been retired and that it will not grant a franchise for the installation or operation of any
water and/or wastewater system other than those owned by the Town, that it will prohibit the
operation of any waterworks or wastewater system other than those operated by the Town.
(g) Further Covenants. The Town further covenants and agrees by and through this
Ordinance as follows:
(i) That it has the lawful power to pledge the revenues supporting this issue of
Bonds and has lawfully exercised said power under the Constitution and laws of the State
of Texas, including power existing under Chapter 1502;
(ii) That other than for the Bonds, the Pledged Revenues have not been pledged in
any manner to the payment of any debt or obligation of the Town, nor of the System, which
is senior to or on a parity with the pledge of the Pledged Revenues to Bonds Similarly
Secured;
(iii) It will duly and punctually keep, observe and perform each and every
undertaking, covenant and condition on its part to be kept, observed and performed,
contained in this Ordinance and in the ordinances authorizing the Previously Issued Bonds
and any Additional Bonds, and that it will prior to the maturity of each installment of
interest and prior to the maturity of each Bond, Previously Issued Bond and Additional
Bond issued thereunder, make available at the principal office of the Paying
Agent/Registrar, but only from the sources herein provided, sufficient funds to promptly
pay such principal and interest; and
(iv) The Town will comply with all of the terms and conditions of any and all
franchises, permits and authorizations applicable to or necessary with respect to the
System, and which have been obtained from any governmental agency; and the Town has
or will obtain and keep in full force and effect all franchises, permits, authorizations and
other requirements applicable to or necessary with respect to the acquisition, construction,
equipment, operation and maintenance of the System.
Section 20. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of
this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of
the principal of such Bond, plus interest thereon to the due date (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance
with the terms thereof, or (ii) shall have been provided for on or before such due date by
irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with
an agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful
money of the United States of America sufficient to make such payment or (2) Defeasance
Securities that mature as to principal and interest in such amounts and at such times as will insure
the availability, without reinvestment, of sufficient money to provide for such payment, and when
proper arrangements have been made by the Town with the Paying Agent/Registrar for the
payment of its services until all Defeased Bonds shall have become due and payable. At such time
as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the
interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the
System revenues herein pledged as provided in this Ordinance, and such principal and interest
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shall be payable solely from such money or Defeasance Securities, and thereafter the Town will
have no further responsibility with respect to amounts available to the Paying Agent/Registrar (or
other financial institution permitted by applicable law) for the payment of such Defeased Bonds,
including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other
financial institution permitted by applicable law) to receive payment when due on the Defeasance
Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem Defeased Bonds that is made in conjunction with
the payment arrangements specified in subsections (a)(i) or (ii) of this Section shall not be
irrevocable, provided that (1) in the proceedings providing for such payment arrangements, the
Town expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of
the reservation of that right to the owners of the Defeased Bonds immediately following the
making of the payment arrangements; and (3) directs that notice of the reservation be included in
any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the Town also be invested in Defeasance Securities, maturing in the amounts and times
as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect
to which such money has been so deposited, shall be turned over to the Town, or deposited as
directed in writing by the Town. Any Future Escrow Agreement pursuant to which the money
and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions
permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsections (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by
the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with
respect to which such money has been so deposited, shall be remitted to the Town or deposited as
directed in writing by the Town.
(c) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the
same as if they had not been defeased, and the Town shall make proper arrangements to provide
and pay for such services as required by this Ordinance.
(d) In the event that the Town elects to defease less than all of the principal amount of
Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount
of Bonds by such random method as it deems fair and appropriate.
Section 21. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered,
a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated,
lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner
applying for a replacement bond shall furnish to the Town and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
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damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
registered owner shall furnish to the Town and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond. In every case of damage or mutilation
of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the
Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred which is then continuing
in the payment of the principal of or interest on the Bond, the Town may authorize the payment of
the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furnished as above provided in this
Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement bond issued pursuant to
the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the Town whether or not the lost, stolen, or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B,
Chapter 1206, Texas Government Code, this Section shall constitute authority for the issuance of
any such replacement bond without necessity of further action by the governing body of the Town
or any other body or person, and the duty of the replacement of such bonds is hereby authorized
and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate
and deliver such Bonds in the form and manner and with the effect, as provided in this Ordinance
for Bonds issued in conversion and exchange for other Bonds.
Section 22. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION,
IF OBTAINED. The Mayor (or, in the absence of the Mayor, the Mayor Pro Tem) is hereby
authorized to have control of the Bonds initially issued and delivered hereunder and all necessary
records and proceedings pertaining to the Bonds pending their delivery and their investigation,
examination and approval by the Attorney General, and their registration by the Comptroller.
Upon registration of the Bonds, the Comptroller (or a deputy designated in writing to act for the
Comptroller) shall sign the Comptroller's Registration Certificate attached to such Bonds in the
manner prescribed by law, and the seal of the Comptroller shall be impressed, or placed in
facsimile, on such Bond. The approving legal opinion of the Town's Bond Counsel and the
assigned CUSIP numbers may, at the option of the Town, be printed on the Bonds i ssued and
delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the
convenience and information of the registered owners of the Bonds. In addition, if bond insurance
is obtained, the Bonds may bear an appropriate legend as provided by the insurer.
Section 23. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS. (a) Covenants. The Town covenants to take any action necessary to assure, or refrain
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from any action which would adversely affect, the treatment of the Bonds as obligations described
in section 103 of the Code, the interest on which is not includable in the "gross income" of the
holder for purposes of federal income taxation. In furtherance thereof, the Town covenants as
follows:
(i) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if
any) are used for any "private business use," as defined in section 141(b)(6) of the Code
or, if more than 10 percent of the proceeds or the projects financed therewith are so used,
such amounts, whether or not received by the Town, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, dir ectly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
(ii) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and
not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(iii) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(iv) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(v) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(vi) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with:
(A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of a refunding bond, for a period of 90 days or less
until such proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section l.148 1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
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(vii) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(viii) to refrain from using the proceeds of the Bonds or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
(ix) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and
to pay to the United States of America, not later than 60 days after the Bonds have b een
paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the Town for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Use of Proceeds. The Town understands that the term "proceeds" includes
"disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds,
transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of
issuance of the Bonds. It is the understanding of the Town that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the
U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds,
the Town will not be required to comply with any covenant contained herein to the extent that such
failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect
the exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the Town agrees to comply with the additional
requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under section 103
of the Code. In furtherance of such intention, the Town hereby authorizes and directs the
Authorized Officials to execute any documents, certificates or reports required by the Code and to
make such elections, on behalf of the Town, which may be permitted by the Code as are consistent
with the purpose for the issuance of the Bonds.
(d) Allocation of, and Limitation on, Expenditures for the Project. The Town
covenants to account for the expenditure of sale proceeds and investment earnings to be used for
the Project on its books and records in accordance with the requirements of the Code. The Town
recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the
proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the
expenditure is made, or (2) the Project is completed; but in no event later than three years after the
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date on which the original expenditure is paid. The foregoing notwithstanding, the Town
recognizes that in order for proceeds to be expended under the Code, the sale proceeds or
investment earnings must be expended no more than 60 days after the earlier of (1) the fifth
anniversary of the Delivery Date, or (2) the date the Bonds are retired. The Town agrees to obtain
the advice of nationally-recognized bond counsel if such expenditure fails to comply with the
foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the
Bonds. For purposes hereof, the Town shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to comply will not adversely affect the excludability for federal
income tax purposes from gross income of the interest.
(e) Disposition of the Project. The Town covenants that the property constituting the
Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Town
of cash or other compensation, unless any action taken in connection with such disposition will
not adversely affect the tax-exempt status of the Bonds. For purpose of the foregoing, the Town
may rely on an opinion of nationally-recognized bond counsel that the action taken in connection
with such sale or other disposition will not adversely affect the tax-exempt status of the Bonds.
For purposes of the foregoing, the portion of the property comprising personal property and
disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash
or other compensation. For purposes hereof, the Town shall not be obligated to comply with this
covenant if it obtains an opinion that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 24. SALE OF BONDS; OFFICIAL STATEMENT. (a) The Bonds shall be sold
and delivered subject to the provisions hereof and pursuant to the terms and provisions of a
Purchase Contract, which the Pricing Officer is hereby authorized to execute and deliver and in
which the Underwriter shall be designated. The Bonds shall initially be registered in the name of
the Underwriter, unless otherwise set forth in the Pricing Certificate.
(b) The Pricing Officer is hereby authorized, in the name and on behalf of the Town, to
approve the distribution and delivery of a preliminary official statement and a final official
statement relating to the Bonds to be used by the Underwriter in the marketing of the Bonds, if
applicable.
Section 25. FURTHER PROCEDURES; ENGAGEMENT OF BOND COUNSEL;
ATTORNEY GENERAL FILING FEE. (a) The Authorized Officials, individually or jointly,
shall be and they are hereby expressly authorized, empowered and directed from time to time and
at any time to do and perform all such acts and things and to execute, acknowledge and deliver in
the name and under the corporate seal and on behalf of the Town such documents, certificates and
instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry
out the terms and provisions of this Ordinance, the Letter of Representations, the Bonds and the
sale of the Bonds. In addition, prior to the delivery of the Bonds, the Authorized Officials are each
hereby authorized and directed to approve any changes or corrections to this Ordinance or to any
of the documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity,
formal defect, or omission in this Ordinance or such other document, or (ii) as requested by the
Attorney General or his representative to obtain the approval of the Bonds by the Attorney General.
In case any officer whose signature shall appear on any Bond shall cease to be such officer before
the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes
the same as if such officer had remained in office until such delivery.
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(b) The obligation of the Underwriter to accept delivery of the Bonds is subject to the
Underwriter being furnished with the final, approving opinion of McCall, Parkhurst & Horton
L.L.P., bond counsel to the Town, which opinion shall be dated as of and delivered on the Delivery
Date. The engagement of such firm as bond counsel to the Town in connection with issuance, sale
and delivery of the Bonds is hereby approved and confirmed.
(c) In accordance with the provisions of Section 1202.004, Texas Government Code, in
connection with the submission of the Bonds to the Attorney General for review and approval, a
statutory fee (an amount equal to 0.1% principal amount of the Bonds, subject to a minimum of
$750 and a maximum of $9,500) is required to be paid to the Attorney General upon the submission
of the transcript of proceedings for the Bonds. The Town hereby authorizes and directs th at a
check in the amount of the Attorney General filing fee for the Bonds, made payable to the "Texas
Attorney General," be promptly furnished to the Town's Bond Counsel, for payment to the
Attorney General in connection with his review of the Bonds.
Section 26. COMPLIANCE WITH RULE 15c2-12. (a) If the Bonds are sold by public
offering, and are subject to the Rule (as defined below), the following provisions shall apply, unless
modified by the Pricing Officer in the Pricing Certificate:
(i) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"Financial Obligation" means a: (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) a guarantee of the foregoing (a) and (b). The term Financial Obligation does not
include any municipal securities as to which a final official statement has been provided to the
MSRB consistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board or any successor to its
functions under the Rule.
"Rule" means SEC Rule 15c2 12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(ii) Annual Reports. (A) The Town shall provide annually to the MSRB, within the
timeframe set forth in the Pricing Certificate, in the electronic format prescribed by the MSRB,
certain updated financial information and operating data pertaining to the Town, being the
information described in the Pricing Certificate.
(B) Any financial information described in the Pricing Certificate to be
provided shall be (i) prepared in accordance with the accounting principles described in the
financial statements of the Town appended to the Official Statement, or such other
accounting principles as the Town may be required to employ from time to time pursuant
to state law or regulation, and (ii) audited, if the Town commissions an audit of such
statements and the audit is completed within the period during which they must be
provided. If the audit of such financial statements is not completed within the period set
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forth in the Pricing Certificate, then the Town shall provide unaudited financial information
of the type described in the Pricing Certificate within such period, and audited financial
statements for the applicable fiscal year to the MSRB, when and if the audit report on such
statements becomes available.
(C) If the Town changes its fiscal year, it will notify the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the Town
otherwise would be required to provide financial information and operating data pursuant
to this Section.
(D) All financial information, operating data, financial statements and notices
required by this Section to be provided to the MSRB shall be provided in an electronic
format and be accompanied by identifying information prescribed by the MSRB. Financial
information and operating data to be provided pursuant to this Section may be set forth in
full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document) available to the public on the
MSRB's Internet Web site or filed with the SEC.
(iii) Event Notices. The Town shall notify the MSRB, in a timely manner not in excess
of ten business days after the occurrence of the event, of any of the following events with respect
to the Bonds:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB), or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the Town;
(13) The consummation of a merger, consolidation, or acquisition involving the
Town or the sale of all or substantially all of the assets of the Town, other
than in the ordinary course of business, the entry into of a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material; and
(14) Appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material;
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(15) Incurrence of a Financial Obligation of the Town, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the Town, any of which affect security
holders, if material; and
(16) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the Town,
any of which reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the Town in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the Town, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers of the Town in
possession but subject to the supervision and orders of a court or governmental authority, or t he
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the Town, and (b) the Town intends the words used in the immediately preceding
paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same
meanings as when they are used in the Rule, as evidenced by SEC Release No. 34 -83885, dated
August 20, 2018.
The Town shall notify the MSRB, in a timely manner, of any failure by the Town to provide
financial information or operating data in accordance with subsection (a)(ii) of this Section by the
time required by subsection (a)(ii).
(iv) Limitations, Disclaimers and Amendments. (A) The Town shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long as,
the Town remains an "obligated person" with respect to the Bonds within the meaning of the Rule,
except that the Town in any event will give notice of any deposit made in accordance with this
Ordinance or applicable law that causes the Bonds no longer to be outstanding.
(B) The provisions of this Section are for the sole benefit of the registered
owners and beneficial owners of the Bonds, and nothing in this Section, express or implied,
shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any
other person. The Town undertakes to provide only the financial information, operating
data, financial statements, and notices which it has expressly agreed to provide pursuant to
this Section and does not hereby undertake to provide any other information that may be
relevant or material to a complete presentation of the Town's financial results, condition,
or prospects or hereby undertake to update any information provided in accordance with
this Section or otherwise, except as expressly provided herein. The Town does not make
any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Bonds at any future date.
(C) UNDER NO CIRCUMSTANCES SHALL THE TOWN BE LIABLE TO
THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY
OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN
WHOLE OR IN PART FROM ANY BREACH BY THE TOWN, WHETHER
NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
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SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(D) No default by the Town in observing or performing its obligations under
this Section shall comprise a breach of or default under the Ordinance for purposes of any
other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the Town under federal and state securities
laws.
(E) The provisions of this Section may be amended by the Town from time to
time to adapt to changed circumstances that arise from a change in legal requirements, a
change in law, or a change in the identity, nature, status, or type of operations of the Town,
but only if (1) the provisions of this Section, as so amended, would have permitted an
underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance
with the Rule, taking into account any amendments or interpretations of the Rule since
such offering as well as such changed circumstances and (2) either (a) the registered owners
of a majority in aggregate principal amount (or any greater amount required by any other
provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds
consent to such amendment or (b) a person that is unaffiliated with the Town (such as
nationally recognized bond counsel) determined that such amendment will not materially
impair the interest of the registered owners and beneficial owners of the Bonds. If the
Town so amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with subsection (b) of this
Section an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
The Town may also amend or repeal the provisions of this continuing disclosure agreement
if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to
the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds.
(b) If the Bonds are sold by private placement, the Pricing Officer may agree to provide
for an undertaking in accordance with the Rule or may agree to provide other public information
to the Underwriter as may be necessary for the sale of the Bonds on the most favorable terms to
the Town.
Section 27. METHOD OF AMENDMENT. The Town hereby reserves the right to amend
this Ordinance subject to the following terms and conditions, to-wit:
(a) The Town may from time to time, without the consent of any Registered Owner,
except as otherwise required by paragraph (b) below, amend or supplement this Ordinance to
(i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely
affect the interests of the Registered Owners, (ii) grant additional rights or security for the benefit
of the Registered Owners, (iii) add events of default as shall not be inconsistent with the provisions
of this Ordinance and that shall not materially adversely affect the interests of the Registered
Owners, (v) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or
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corresponding provisions of federal laws from time to time in effect, or (iv) make such other
provisions in regard to matters or questions arising under this Ordinance as shall not be materially
inconsistent with the provisions of this Ordinance and that shall not, in the opinion of nationally-
recognized bond counsel, materially adversely affect the interests of the Registered Owners.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in a
majority of the principal amount of then outstanding Bonds that are the subject of a proposed
amendment shall have the right from time to time to approve any amendment hereto that may be
deemed necessary or desirable by the Town; provided, however, that without the consent of 100%
of the Registered Owners in aggregate principal amount of the then outstanding Bonds, nothing
herein contained shall permit or be construed to permit amendment of the terms and conditions of
this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with
respect to such payment; or
(5) Change the minimum percentage of the principal amount of the Bonds
necessary for consent to such amendment.
(c) If at any time the Town shall desire to amend this Ordinance under this Section, the
Town shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed
amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the
Town shall receive an instrument or instruments executed by the Registered Owners of at least a
majority in aggregate principal amount of all of the Bonds then outstanding that are required fo r
the amendment (or 100% if such amendment is made in accordance with paragraph (b)), which
instrument or instruments shall refer to the proposed amendment and which shall specifically
consent to and approve such amendment, the Town may adopt the amendment in substantially the
same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Town and all
Registered Owners of such affected Bonds shall thereafter be determined, exercised, and enforced,
subject in all respects to such amendment.
(f) Any consent given by the Registered Owner of a Bond pursuant to the provisions
of this Section shall be irrevocable for a period of six months from the date of such consent and
shall be conclusive and binding upon all future Registered Owners of the same Bond during such
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period. Such consent may be revoked at any time after six months from the date of said consent
by the Registered Owner who gave such consent, or by a successor in title, by filing notice with
the Town, but such revocation shall not be effective if the Registered Owners the required amount
of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and
approved the amendment.
(g) For the purposes of establishing ownership of the Bonds, the Town shall rely solely
upon the registration of the ownership of such Bonds on the Registration Books kept by the Paying
Agent/Registrar.
Section 28. INTEREST EARNINGS ON BOND PROCEEDS; USE OF PREMIUM
RECEIVED FROM SALE OF BONDS. (a) Interest Earnings. Interest earnings derived from the
proceeds that are deposited to the Capital Projects Fund (defined below) shall be retained therein
and used for the purposes for which the Bonds were issued, provided that after the completion of
such purposes, any amounts remaining therein shall be deposited to the Interest and Sinking Fund
for the Bonds. It is further provided, however, that any interest earnings on bond proceeds that are
required to be rebated to the United States of America pursuant to this Ordinance in order to
prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest
earnings for purposes of this Section.
(b) Use of Bond Premium. The net premium received from the sale of the Bonds shall
be applied as determined by the Pricing Officer in the Pricing Certificate.
(c) Use of Bond Proceeds.
(i) The Town has heretofore created and established, and hereby covenants to
continue to maintain on the books of the Town, a separate fund entitled the "Capital
Projects Fund" (the "Capital Projects Fund") for use by the Town for payment of all lawful
costs associated with the Project. Proceeds of the Bonds in the amount determined by the
Pricing Officer in the Pricing Certificate shall be deposited into the Capital Projects Fund.
In addition, the amount to be applied against each bond proposition shall be determined by
the Pricing Officer in the Pricing Certificate, and the table in the preambles hereto shall be
reproduced in the Pricing Certificate to reflect such determination. Upon payment of all
Project costs, any Bond proceeds remaining on deposit in the Capital Projects Fund shall
be transferred to the Interest and Sinking Fund. Amounts so deposited to the Interest and
Sinking Fund shall be used in the manner described in this Ordinance.
(ii) The Town may place proceeds of the Bonds (including investment earnings
thereon) and amounts deposited into the Interest and Sinking Fund in investments
authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code,
as amended; provided, however, that the Town hereby covenants that the proceeds of the
sale of the Bonds will be used as soon as practicable for the Project.
(iii) All deposits authorized or required by this Ordinance shall be secured to the
fullest extent required by law for the security of public funds.
Section 28. GOVERNING LAW. This Ordinance shall be construed and enforced in
accordance with the laws of the State and the United States of America.
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Item 11.
32
Section 29. SEVERABILITY. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares
that this Ordinance would have been enacted without such invalid provision.
Section 30. EVENTS OF DEFAULT. Each of the following occurrences or events for the
purpose of this Ordinance is hereby declared to be an event of default (an "Event of Default"):
(i) the failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement
or obligation of the Town, the failure to perform which materially, adversely affects the
rights of the Registered Owners, including, but not limited to, their prospect or ability to be
repaid in accordance with this Ordinance, and the continuation thereof for a period of 60
days after notice of such default is given by any Registered Owner to the Town.
Section 31. REMEDIES FOR DEFAULT. (a) Upon the happening of any Event of
Default, then and in every case, any Owner or an authorized representative thereof, including, but
not limited to, a trustee or trustees therefor, may proceed against the Town for the purpose of
protecting and enforcing the rights of the Owners under this Ordinance, by mandamus or other
suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or agreement
contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any
right of the Owners hereunder or any combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Bonds then outstanding.
Section 32. REMEDIES NOT EXCLUSIVE. (a) No remedy herein conferred or reserved
is intended to be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
under the Bonds or now or hereafter existing at law or in equity; provided, however, that
notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced
by the Bonds shall not be available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(c) By accepting the delivery of a Bond authorized under this Ordinance, such Owner
agrees that the certifications required to effectuate any covenants or representations contained in
this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or
charge against the officers, employees or officials of the Town or the Council.
Section 33. EFFECTIVE DATE. In accordance with the provisions of Texas Government
Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the
Council.
Page 145
Item 11.
33
[Execution page follows]
Page 146
Item 11.
34
DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF
THE TOWN OF PROSPER, TEXAS, ON THIS 10TH DAY OF JUNE, 2025.
____________________________________
David F. Bristol, Mayor
ATTEST:
____________________________________
Michelle Lewis Sirianni, Town Secretary
APPROVED AS TO FORM AND LEGALITY:
____________________________________
Terrence S. Welch, Town Attorney
(Town Seal)
Page 147
Item 11.
A-1
Exhibit A
FORM OF BOND
(a) The form of the Bond, including the form of Paying Agent/Registrar 's
Authentication Certificate, the form of Assignment and the form of Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be attached only to the Bonds initially
issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions, or insertions as are permitted or required by this
Ordinance and with the Bonds to be completed with information set forth in the Pricing Certificate.
The Form of Bond as it appears in this Exhibit A shall be completed, amended and modified by
Bond Counsel to incorporate the information set forth in the Pricing Certificate, but it is not
required for the Form of Bond to be reproduced as an exhibit to the Pricing Certificate.
NO. R-__ UNITED STATES OF AMERICA
STATE OF TEXAS
TOWN OF PROSPER, TEXAS,
WATERWORKS AND SEWER SYSTEM REVENUE BOND,
SERIES 2025
PRINCIPAL
AMOUNT
$_________
INTEREST
RATE
_______%
DELIVERY
DATE
_____, 2025
MATURITY
DATE
[August 15], 20__
CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE specified above, TOWN OF PROSPER, TEXAS, in Collin
and Denton Counties, Texas (the "Town"), being a political subdivision of the State of Texas,
hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter
called the "registered owner") the principal amount set forth above, and to pay interest thereon
from the [Delivery Date], on [February 15, 2026 and on each August 15 and February 15]
thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the
interest rate per annum specified above; except that if this Bond is required to be authenticated and
the date of its authentication is later than the first Record Date (hereinafter defined), such principal
amount shall bear interest from the interest payment date next preceding the date of authentication,
unless such date of authentication is after any Record Date but on or before the next following
interest payment date, in which case such principal amount shall bear interest from such next
following interest payment date; provided, however, that if on the date of authentication hereof the
interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from
is due but has not been paid, then this Bond shall bear interest from the date to which such interest
has been paid in full.
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Item 11.
A-2
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity,
or upon the date fixed for its redemption prior to maturity, at the designated corporate trust office
of U.S. Bank Trust Company, National Association, Dallas, Texas, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof on each interest payment date by check or draft,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Town required by the ordinance authorizing the issuance of the Bonds (the
"Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as it appeared on the last business day of the month next preceding each such
date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described. In addition, interest may be paid by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the
event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new
record date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
Town. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special Record Date) shall be sent at least five business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each owner of a Bond appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice. Capitalized terms used
herein but not otherwise defined shall have the meanings given to such terms in the Bond
Ordinance.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior
to maturity as provided herein shall be paid to the registered owner upon presentation and surrender
of this Bond for payment at the principal corporate trust office of the Paying Agent/Registrar. The
Town covenants with the registered owner of this Bond that on or before each principal payment
date and interest payment date for this Bond it will make available to the Paying Agent/Registrar,
from the "Bond Fund" created by the Bond Ordinance, the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for any payment due on this Bond shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the city where the principal corporate trust office
of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the original date payment was due.
THIS BOND is dated _____, 2025, and is authorized in accordance with the Constitution
and laws of the State of Texas in the principal amount of $_____ for the acquisition, construction,
installation and equipment of additions, improvements and extensions to the Town's waterworks
and sewer system and paying the costs incurred in connection with the issuance of the Bonds.
Page 149
Item 11.
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ON [AUGUST 15], 20__, or on any date thereafter, the Bonds may be redeemed prior to
their scheduled maturities, at the option of the Town, with funds derived from any available and
lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be
redeemed shall be selected and designated by the Town (provided that a portion of a Bond may be
redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal
amount to be redeemed plus accrued interest to the date fixed for redemption.
IN ADDITION TO THE FOREGOING OPTIONAL REDEMPTION, the Bonds
scheduled to mature on [August 15], 20__ (the "Term Bonds") are subject to scheduled mandatory
redemption by the Paying Agent/Registrar by lot, or by any other customary method that results
in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the
redemption date, out of moneys available for such purpose in the interest and sinking fund for the
Bonds, on the dates and in the respective principal amounts, set forth in the following schedule:
Term Bond
Maturity: [August 15], 20__
Mandatory Redemption
Date
Principal
Amount
[August 15], 20__
[August 15], 20__
[August 15], 20__*
* Stated maturity.
The principal amount of Term Bonds required to be redeemed on any mandatory redemption date
pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced,
at the option of the Town, by the principal amount of any Term Bonds which, at least 45 days prior
to a mandatory redemption date (1) shall have been acquired by the Town at a price not exceeding
the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and
delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and
canceled by the Paying Agent/Registrar at the request of the Town at a price not exceeding the
principal amount of such Term Bonds plus accrued interest to the date of purchase, or (3) shall
have been redeemed pursuant to the optional redemption provisions and not theretofore credited
against a mandatory redemption requirement.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, to the registered owner of each Bond to be
redeemed at its address as it appeared at the close of business on the day of mailing such notice;
provided, however, that the failure of the registered owner to receive such notice, or any defect
therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Bond. By the date fixed for any such redemption, due
provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If such written
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Item 11.
A-4
notice of redemption is sent and if due provision for such payment is made, all as provided above,
the Bonds or portions thereof which are to be so redeemed thereby aut omatically shall be treated
as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed
for redemption, and they shall not be regarded as being outstanding except for the right of the
registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds
provided for such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds
having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000, at the written request of the registered owner,
and in aggregate amount equal to the unredeemed portion thereof, will be issued to the registered
owner upon the surrender thereof for cancellation, at the expense of the Town, all as provided in
the Bond Ordinance.
WITH RESPECT TO ANY OPTIONAL REDEMPTION OF THE BONDS, unless certain
prerequisites to such redemption required by the Bond Ordinance have been met and moneys
sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed
shall have been received by the Paying Agent/Registrar prior to the giving of such notice of
redemption, such notice may state that said redemption may, at the option of the Town, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth
in such notice of redemption. If a conditional notice of redemption is given and such prerequisites
to the redemption and sufficient moneys are not received, such notice shall be of no force and
effect, the Town shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees
hereof, be assigned, transferred, converted into and exchanged for a like aggregate amount of fully
registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee
or assignees, as the case may be, having any authorized denomination or denominations as
requested in writing by the appropriate registered owner, assignee or assignees, as the case may
be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance
with the form and procedures set forth in the Bond Ordinance. Among other requirements for such
assignment and transfer, this Bond must be presented and surrendered to the Paying
Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any
portion or portions hereof in any authorized denomination to the assignee or assignees in whose
name or names this Bond or any such portion or portions hereof is or are to be registered. The
form of Assignment printed or endorsed on this Bond may be executed by the registered owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of
this Bond or any portion or portions hereof from time to time by the registered owner. The Paying
Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring,
converting and exchanging any Bond or portion thereof will be paid by the Town. In any
circumstance, any taxes or governmental charges required to be paid with respect thereto shall be
Page 151
Item 11.
A-5
paid by the one requesting such assignment, transfer, conversion or exchange, as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to
make any such transfer or exchange of any Bonds during the period commencing with the close of
business on any Record Date and ending with the opening of business on the next following
principal or interest payment date or, with respect to any Bond or any portion thereof called for
redemption prior to maturity, within 30 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Town,
resigns, or otherwise ceases to act as such, the Town has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed and been done in accordance with law; that this Bond and all
of the bonds of the series of which it is a part constitute special obligations of the Town, and,
together with all other Outstanding Bonds Similarly Secured, are payable as to both principal and
interest solely from and equally secured by a first lien on and pledge of the Pledged Revenues.
Reference is hereby made to the Ordinance for a more complete statement of the covenants and
provisions securing the payment of this Bond and the series of which it is one.
THE TOWN EXPRESSLY RESERVES the right to issue further and additional special
revenue obligations equally secured by a lien on and pledge of the Pledged Revenues on a parity
with the Bonds of this issue; provided, however, that any and all such additional parity obligations
may be issued only in accordance with and subject to the covenants, conditions, limitations and
restrictions relating thereto which are set out and contained in the Ordinance, to which reference
is hereby made for more complete and full particulars.
THE HOLDER HEREOF shall never have the right to demand payment of this obligation
out of any funds raised or to be raised by taxation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Town, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Town.
IN WITNESS WHEREOF, the Town has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Town and countersigned with the manual or facsimile
signature of the Town Secretary of the Town, and has caused the official seal of the Town to be
duly impressed, or placed in facsimile, on this Bond.
Town Secretary Mayor
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Item 11.
A-6
Town of Prosper, Texas Town of Prosper, Texas
(Town Seal)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series
which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated: U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, Dallas, Texas,
Paying Agent/Registrar
_______________
By: __________________________
Authorized Representative
(c) Form of Assignment.
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of
the within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Page 153
Item 11.
A-7
Dated: _______________________
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
an eligible guarantor institution participating in
a securities transfer association recognized
signature guarantee program.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this Bond
in every particular, without alteration or
enlargement or any change whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. __________
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this _______________________.
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
(e) Insertions for the Initial Bond.
(i) The initial Bond shall be in the form set forth in paragraph (a) of this Section,
except that:
(A) immediately under the name of the Bond, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As
shown below" and "CUSIP NO. _____" shall be deleted.
(B) the first paragraph shall be deleted and the following will be inserted:
"THE TOWN OF PROSPER, TEXAS (the "Town"), being a political subdivision located
in Collin and Denton Counties, Texas, hereby promises to pay to the Registered Owner specified
above, or registered assigns (hereinafter called the "Registered Owner"), on [August 15] in each
of the years, in the principal installments and bearing interest at the per annum rates set forth in
the following schedule:
Maturity
Date
Principal
Amount
Interest
Rate
Page 154
Item 11.
A-8
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
The Town promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from the [Delivery Date] at the respective Interest
Rate per annum specified above. Interest is payable on [February 15, 2026 and on each August
15 and February 15] thereafter to the date of payment of the principal installment specified above,
or the date of redemption prior to maturity; except, that if this Bond is required to be authenticated
and the date of its authentication is later than the first Record Date (hereinafter defined), such
principal amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the
next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due
but has not been paid, then this Bond shall bear interest from the date to which such interest has
been paid in full."
(C) The initial Bond shall be numbered "T-1."
Page 155
Item 11.
S M T W T F S S M T W T F S S M T W T F S S M T W T F S
1 2 3 4 5 6 7 1 2 3 4 5 1 2 1 2 3 4 5 6
8 9 10 11 12 13 14 6 7 8 9 10 11 12 3 4 5 6 7 8 9 7 8 9 10 11 12 13
15 16 17 18 19 20 21 13 14 15 16 17 18 19 10 11 12 13 14 15 16 14 15 16 17 18 19 20
22 23 24 25 26 27 28 20 21 22 23 24 25 26 17 18 19 20 21 22 23 21 22 23 24 25 26 27
29 30 27 28 29 30 31 24 25 26 27 28 29 30 28 29 30
31
Complete
By Day Event
9-Jun-25 Monday Draft Official Statements distributed to the Town and Bond Counsel
10-Jun-25 Tuesday Council consideration of GO Bond and W/S Bond (collectively "Bonds")
Parameter Ordinances
19-Jun-25 Thursday HilltopSecurities receives comments on Official Statements
25-Jun-25 Wednesday Distribute GO Bond and W/S Bond POS's to Rating Agencies
Rating Agency calls
(Shared call b/w S&P and Fitch w/ solo calls following afterwards)
25-Jul-25 Friday Target date to receive Certified Taxable Assessed Valuation
30-Jul-25 Wednesday Anticipated receipt of credit ratings
1-Aug-25 Friday Earliest date to electronically mail Bond Official Statements to
potential purchasers**
12-Aug-25 Tuesday Target date for Bond pricings; Pricing Officer adopts final pricings**
10-Sep-25 Wednesday Target date for Bond closings and delivery of funds to the Town**
** Preliminary, subject to change.
July 17th - 18th
Town of Prosper
General Obligation Bonds, Series 2025 / Water and Sewer Revenue Bonds, Series 2025
Preliminary Schedule of Events (as of June 5, 2025)
Jun-25 Jul-25 Aug-25 Sep-25
Page 156
Item 11.
Exhibit B - Revenue Bond Projects
Wastewater Projects Amount
Doe Branch Parallel Interceptor: 2103-WW $ 3,750,000
Doe Branch Expansion, Phase 3 WWTP: 2322-WW $ 27,500,000
Wastewater Total $ 31,250,000
Water Projects
Parks & Public Works (Service Center), Phase 1: (Const)2,646,633$
Water Total 2,646,633$
Grand Total, Series 2025 Revenue Bonds $ 33,896,633
Series 2025 Revenue Bonds
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Item 11.
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: Parameters Ordinance – GO Bonds, Series 2025
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 1. Acceleration of Infrastructure
Agenda Item:
Consider all matters incident and related to the issuance and sale of "Town of Prosper, Texas,
General Obligation Refunding and Improvement Bonds, Series 2025", including the adoption of
an ordinance authorizing the issuance of such bonds and establishing procedures and delegating
authority for the sale and delivery of such bonds. (CL)
Description of Agenda Item:
Proceeds from the sale of the Bonds will be used to fund the planned capital projects:
Streets, roads, bridges, and intersections ($19,450,000)
The attached ordinance would authorize the issuance of the Bonds and delegate to the Deputy
Town Manager or the Finance Director the final pricing within 180 days that meets the following
conditions:
Issue the bonds through a competitive or negotiated sale
the voted authorization from the Election used in the issuance of such Bonds shall be
taken from the following proposition: Proposition C (and shall not exceed $19,450,000
in total voted authorization used); the amount used of voted authorization from the
proposition shall be set forth in a Pricing Certificate
at a rate not to exceed 5.00% in the aggregate
with a final maturity of February 15, 2045
Approval of this ordinance has the following advantages to obtain the lowest interest rate for the
Town’s Bond sale:
Flexibility to sell on a day based on the best market conditions instead of only a Town
Council Tuesday meeting date
Allows for immediate award to the lowest bidder.
Budget Impact:
The debt service payments for the Bonds will be funded from I&S fund tax revenues.
FINANCE
Page 158
Item 12.
Page 2 of 2
Chris Settle of McCall, Parkhurst and Horton, the Town’s bond counsel, prepared the attached
Resolution, and Terrence Welch of Brown & Hofmeister, L.L.P. has reviewed the r esolution as to
form and legality.
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. Resolution
2. Timeline (Exhibit A)
3. Use of Proceeds (Exhibit B)
Town Staff Recommendation:
Town staff recommends adoption of an ordinance authorizing the issuance and sale of “Town of
Prosper, Texas General Obligation Refunding and Improvement Bonds, Series 2025”, and
approving all other matters related thereto.
Proposed Motion:
I move to adopt an ordinance authorizing the issuance and sale of "Town of Prosper, Texas,
General Obligation Refunding and Improvement Bonds, Series 2025" and approving all other
matters related thereto.
Page 159
Item 12.
TOWN OF PROSPER, TEXAS ORDINANCE 2025-24
ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF PROSPER,
TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT
BONDS IN ONE OR MORE SERIES, ESTABLISHING SALE
PARAMETERS, PROVIDING FOR THE SECURITY FOR AND PAYMENT
OF SAID BONDS; AND ENACTING OTHER PROVISIONS RELATING TO
THE SUBJECT.
THE STATE OF TEXAS
COUNTIES OF COLLIN AND DENTON
WHEREAS, the Town of Prosper, Texas (the "Town"), has previously issued, and there
are presently outstanding, bonds of the Town payable from ad valorem taxes levied and to be
levied, assessed and collected within the Town, within the limits prescribed by law; and
WHEREAS, the Town now desires to refund all or part of the bonds described in Schedule
I attached hereto, collectively, the "Eligible Refunded Obligations", and those Eligible Refunded
Obligations designated by the Pricing Officer in the Pricing Certificate (each as defined below) to
be refunded are herein referred to as the "Refunded Obligations"; and
WHEREAS, Chapter 1207 (defined below) authorizes the Town to issue refunding bonds
and to deposit the proceeds from the sale thereof, and any other available funds or resources,
directly with a place of payment (paying agent) for the Refunded Obligations, and such deposit, if
made before such payment dates, shall constitute the making of firm banking and financial
arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, the Town Council (the "Council") hereby finds and determines that it is a
public purpose and in the best interests of the Town to refund the Refunded Obligations in order
to achieve a present value debt service savings, with such savings, among other information and
terms to be included in one or more pricing certificates (the "Pricing Certificate") to be executed
by the Pricing Officer (hereinafter designated), all in accordance with the provisions of Section
1207.007, Texas Government Code; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds authorized by this Ordinance (the "Bonds"); and
WHEREAS, the Bonds represent a portion of the bonds approved by the voters of the
Town at an election held in the Town on November 3, 2020 (the "Election") under three
propositions totaling $210,000,000, and the Council deems it necessary and advisable to authorize,
issue and deliver a portion of the bonds authorized at the Election, in the amounts set forth in a
Pricing Certificate from the approved Propositions, as set forth below:
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Election
Prop.
Purpose
Bonds
Approved
Bonds
Previously
Issued
Amount
Being
Issued(1)
Amount
Remaining(1)
A For designing, constructing, improving and
equipping public safety facilities in the Town,
consisting of fire stations, an emergency operations
center, a public safety training facility and
administrative facilities relating thereto.
$30,000,000 $28,800,000 $_____ $_____
B For designing, constructing, improving and
equipping parks, trails and recreational facilities in
the Town and the acquisition of land and interests in
land for such purposes.
$30,000,000 $25,730,000 $_____ $_____
C For constructing, improving, extending, expanding,
upgrading and developing streets and roads, bridges
and intersections in the Town and related drainage
improvements, utility relocations, landscaping, curbs
and sidewalks, traffic safety and operational
improvements, entryway signage and other street and
road signage and costs associated with such projects,
and interests in land as may be necessary for such
purposes, and excluding certain road projects to be
funded with other obligation.
$150,000,000 $92,485,095 $_____ $_____
(1) Includes premium deposited into the Capital Projects Fund and applied against voted authorization. The table above shall be
updated with such changes necessary to reflect the final pricing information and shall also be reproduced in the Pricing Certificate.
WHEREAS, the Bonds are being issued and delivered pursuant to Chapter 1207, Chapter
1331 (defined below), Chapter 1371 (defined below), and the Town's Home Rule Charter; and;
and
WHEREAS, the Town is an "issuer" under Section 1371.001(4)(P), Texas Government
Code, having (i) a principal amount of at least $100 million in outstanding long-term indebtedness,
in long-term indebtedness proposed to be issued, or a combination of outstanding or proposed
long-term indebtedness and (ii) some amount of long-term indebtedness outstanding or proposed
to be issued that is rated in one of the four highest rating categories for long-term debt instruments
by a nationally recognized rating agency for municipal securities, without regard to the effect of
any credit agreement or other form of credit enhancement entered into in connection with the
obligation; and
WHEREAS, the Council hereby finds and determines that it is in the best interests of the
Town to issue the Bonds, in one or more series, for the purposes stated herein, and to delegate to
the Pricing Officer the authority to act on behalf of the Town in selling and delivering the Bonds
and setting the dates, price, interest rates, interest payment periods and other procedures relating
thereto, as hereinafter specified, with such information and terms to be included in one or more
Pricing Certificates to be executed by the Pricing Officer, all in accordance with the provisions of
Section 1371.053, Texas Government Code, as amended; and
WHEREAS, it is officially found, determined and declared that the meeting at which this
Ordinance has been adopted was open to the public, and public notice of the date, hour, place and
subject of said meeting, including this Ordinance, was given, all as required by the applicable
provisions of Chapter 551, Texas Government Code, as amended;
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NOW, THEREFORE BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF PROSPER, TEXAS:
Section 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS.
(a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same
force and effect as if set forth in this Section.
(b) The Bonds are hereby authorized to be issued and delivered, in one or more series,
in the maximum aggregate principal amount hereinafter set forth for the public purposes of (i)
designing, constructing, improving and equipping public safety facilities in the Town, consisting
of fire stations, an emergency operations center, a public safety training facility and administrative
facilities relating thereto; (ii) designing, constructing, improving and equipping parks, trails and
recreational facilities in the Town and the acquisition of land and interests in land for such
purposes; (iii) constructing, improving, extending, expanding, upgrading and developing streets
and roads, bridges and intersections in the Town and related drainage improvements, utility
relocations, landscaping, curbs and sidewalks, traffic safety and operational improvements,
entryway signage and other street and road signage and costs associated with such projects, and
interests in land as may be necessary for such purposes, and excluding certain road projects to be
funded with other obligations; (iv) refunding a portion of the Town's outstanding debt; and (v)
paying the costs incurred in connection with the issuance of the Bonds.
(c) Each Bond issued pursuant to this Ordinance shall be designated: "TOWN OF
PROSPER, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND,
SERIES 2025", or such other designation set forth in a Pricing Certificate, as single series of bonds
or as multiple series of bonds, to be determined by the Pricing Officer in one or more Pricing
Certificates, and initially there shall be issued, sold, and delivered hereunder fully registered
Bonds, without interest coupons, payable to the respective registered owners thereof (with the
initial Bond(s) being made payable to the Under writer as described herein), or to the registered
assignee or assignees of said bonds or any portion or portions thereof (in each case, the "Registered
Owner"). The Bonds shall be in the respective denominations and principal amounts, shall be
numbered, shall mature and be payable on the date or dates in each of the years and in the principal
amounts or amounts due at maturity, as applicable, and shall bear interest to their respective dates
of maturity or redemption, if applicable, prior to maturity at the rates per annum, as set forth in
one or more Pricing Certificates.
Section 2. DEFINITIONS. Unless otherwise expressly provided or unless the context
clearly requires otherwise in this Ordinance, the following terms shall have the meanings specified
below:
"Attorney General" shall mean the Attorney General of the State.
"Authorized Officials" means the Mayor, the Mayor Pro Tem, the Town Secretary and each
Pricing Officer.
"Bonds" means and includes the Bonds initially issued and delivered pursuant to this
Ordinance and all substitute Bonds exchanged therefor, as well as all other substitute Bonds and
replacement Bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds.
"Chapter 1207" means Chapter 1207, Texas Government Code, as amended.
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"Chapter 1331" means Chapter 1331, Texas Government Code, as amended.
"Chapter 1371" means Chapter 1371, Texas Government Code, as amended.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State.
"Delivery Date" shall mean the date or dates of delivery of any series of Bonds to the
Underwriter against payment therefor, as determined by the Pricing Officer in the Pricing
Certificate.
"Projects" shall mean (i) designing, constructing, improving and equipping public safety
facilities in the Town, consisting of fire stations, an emergency operations center, a public safety
training facility and administrative facilities relating thereto; (ii) designing, constructing,
improving and equipping parks, trails and recreational facilities in the Town and the acquisition of
land and interests in land for such purposes; and (iii) constructing, improving, extending,
expanding, upgrading and developing streets and roads, bridges and intersections in the Town and
related drainage improvements, utility relocations, landscaping, curbs and sidewalks, traffic safety
and operational improvements, entryway signage and other street and road signage and costs
associated with such projects, and interests in land as may be necessary for such purposes, and
excluding certain road projects to be funded with other obligations.
"Purchase Contract" means (i) a bond purchase agreement between the Town and the
Underwriter, pertaining to the purchase of the Bonds by the Underwriter sold through a negotiated
sale conducted as a public underwriting; (ii) a private placement agreement between the Town and
the Underwriter, pertaining to the purchase of the Bonds by the Underwriter sold through a
negotiated sale conducted as a private placement; and (iii) the bid form prepared in accordance
with the notice of sale and bidding instructions and submitted by potential purchasers of any Bonds
sold pursuant to a competitive sale.
"State" shall mean the State of Texas.
"Underwriter" shall mean the initial purchaser(s) of the Bonds designated by the Pricing
Officer in the Pricing Certificate.
Section 3. DELEGATION TO PRICING OFFICER. (a) As authorized by Section
1371.053, Texas Government Code, as amended, the Deputy Town Manager and the Finance
Director of the Town are each individually hereby authorized to act on behalf of the Town in
selling and delivering the Bonds (of which officers, the officer executing the Pricing Certificate
shall be hereinafter referred to as, and shall for all purposes be, the "Pricing Officer"), determining
whether the Bonds shall be issued in one or more series or subseries and whether the new money
portion shall be issued as a single series of bonds and the refunding portion be issued as a separate
series of bonds, determining which of the Eligible Refunded Obligations shall be refunded and
carrying out the procedures specified in this Ordinance, including determining the principal
amount of Bonds to be issued, the amount to be applied against each proposition, determining
whether the Bonds shall be issued in one or more series or subseries, the date or dates of the Bonds,
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any additional or different designation or title by which the Bonds shall be known, the price at
which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to
mature in each of such years, the rate of interest to be borne by each such maturity, the interest
payment and record dates, the price and terms, if any, upon and at which the Bonds shall be subject
to redemption prior to maturity at the option of the Town, as well as any mandatory sinking fund
redemption provisions, whether the Bonds of any series shall be designated as "qualified tax-
exempt obligations" as defined in section 265(b)(3) of the Code, approving modifications or
additions to the Rule 15c2-12 continuing disclosure undertaking, approving modifications to the
term Defeasance Securities, and all other matters relating to the issuance, sale, and delivery of the
Bonds and the refunding of the Refunded Obligations, including without limitation establishing
the redemption date for and effecting the redemption of the Refunded Obligations, determining
any amounts to be contributed to the refunding by the Town and procuring municipal bond
insurance and approving modifications to this Ordinance and executing such instruments,
documents and agreements as may be necessary with respect thereto, if it is determined that such
insurance would be financially desirable and advantageous, all of which shall be specified in the
Pricing Certificate, provided that:
(i) the maximum original principal amount of Bonds issued for new m oney
purposes shall not exceed $19,450,000; the maximum original principal amount of Bonds
issued for refunding purposes shall not exceed $30,285,000; and the aggregate original
principal amount of all Bonds shall not exceed $49,735,000;
(ii) the maximum maturity for any Bonds issued solely for new money purposes
shall be August 15, 2045; the maximum maturity for any Bonds issued solely for refunding
purposes shall be August 15, 2035; and the maximum maturity for any Bonds issued for
both new money and refunding purposes shall be August 15, 2045;
(iii) the true interest cost for any series of Bonds shall not exceed 5.00%; and
(iv) the refunding must produce debt service savings of at least 3.00% measured
on a net present value basis as a percentage of the principal amount of the Refunded
Obligations, with such savings to be net of any Town contribution to the refunding.
(b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall
establish an amount not exceeding the amount authorized in Subsection (a) above, which shall be
sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay
costs of issuing the Bonds. The delegation made hereby shall expire if not exercised by the Pricing
Officer on or prior to June 4, 2026. The Pricing Officer may determine to issue one or more series
of Bonds and may exercise the authority granted herein on one or more dates to effectuate the
issuance of multiple series of Bonds if multiple series are issued and, if multiple series are issued,
each separate series may close on separate dates or on the same date, as determined by the Pricing
Officer. The Bonds shall be sold at such prices, with and subject to such terms as set forth in one
or more Pricing Certificates.
(c) The Bonds of one or more series may be sold by public offering (either through a
negotiated or competitive offering) or by private placement. If the Bonds of one or more series
are sold by private placement, the applicable Pricing Certificate shall so state, and the applicable
Pricing Certificate may make changes to this Ordinance to effect such private placement of such
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Bonds, including the provisions hereof that pertain to the book-entry-only procedures (including
eliminating the book-entry-only system of registrations, payment and transfers) and to the
provisions relating to the Rule 15c2-12 undertaking (including eliminating or replacing such
undertaking with an agreement to provide alternative disclosure information).
(d) It is hereby found and determined that the refunding of the Refunded Obligations is
advisable and necessary in order to restructure the debt service requirements of the Town, and that
the debt service requirements on the Bonds will be less than those on the Refunded Obligations,
resulting in a reduction in the amount of principal and interest which otherwise would be payable.
The Refunded Obligations are subject to redemption, at the option of the Town, and the Pricing
Officer is hereby authorized to cause all of the Refunded Obligations to be called for redemption
on the respective date or dates consistent with the parameters set forth above, and the proper
notices of such redemption to be given, and in each case at a redemption price of par, plus accrued
interest to the date fixed for redemption. In furtherance of authority granted by Section
1207.007(b), Texas Government Code, each Pricing Officer, the Mayor and the Mayor Pro Tem
are each further authorized to enter into and execute on behalf of the Town with the escrow agent
or deposit agent named therein, an escrow agreement or deposit agreement, as shall be approved
by the Pricing Officer, the Mayor or the Mayor Pro Tem, which escrow agreement or deposit
agreement will provide for the payment in full of the Refunded Obligations (the "Escrow
Agreement"). In addition, the Pricing Officer is authorized to purchase such securities with
proceeds of the Bonds, to execute such subscriptions for the purchase of the United States Treasury
Securities, State and Local Government Series and to transfer and deposit such cash from available
funds, as may be necessary or appropriate for the escrow or deposit fund described in the Escrow
Agreement.
(e) In satisfaction of Section 1201.022(a)(3)(B), Texas Government Code, the Council
hereby determines that the delegation of the authority to the Pricing Officer to approve the final
terms of the Bonds set forth in this Ordinance is, and the decisions made by the Pricing Officer
pursuant to such delegated authority and incorporated into the Pricing Certificate will be, the most
advantageous reasonably available, and the Pricing Officer is hereby authorized to make and
include a finding to that effect in the Pricing Certificate.
Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange. The Town shall keep or cause to be kept at the designated office of
the bank named in the Pricing Certificate as the paying agent/registrar for the Bonds (the "Paying
Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange
of the Bonds (the "Registration Books"), and the Town hereby appoints the Paying Agent/Registrar
as its registrar and transfer agent to keep such books or records and make such registrations of
transfers, conversions and exchanges under such reasonable regulations as the Town and Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided within three days of presentation in due
and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books
the address of the registered owner of each Bond to which payments with respect to the Bonds
shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the
Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such
interest payments shall not be mailed unless such notice has been given. The Town shall have the
right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
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confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity. The Town shall pay the Paying Agent/Registrar's standard or customary fees and charges
for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or
Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made
in the manner provided and with the effect stated in the FORM OF BOND set forth as Exhibit A
of this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from
each other Bond.
(b) Authentication. Except as provided in subsection (e) of this Section, an authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and
manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless
such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and
Bonds surrendered for conversion and exchange. No additional ordinances, orders or resolutions
need be passed or adopted by the governing body of the Town or any other body or person so as
to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute
Bonds in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas
Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of said Bo nd, the converted and
exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance,
approved by the Attorney General and registered by the Comptroller.
(c) Payment of Bonds and Interest. The Town hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the Town and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and
for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the Town. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United States
mail, first-class postage prepaid, to the address of each registered owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(d) Substitute Paying Agent/Registrar. The Town covenants with the registered
owners of the Bonds that at all times while the Bonds are outstanding the Town will provide a
competent and legally qualified bank, trust company, financial institution or other agency to act as
and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that
the Paying Agent/Registrar will be one entity. The Town reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than 50 days written notice to the Paying
Agent/Registrar, to be effective not later than 45 days prior to the next principal or interest payment
date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or
its successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the Town covenants that promptly it will appoint a competent and legally qualified bank,
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trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated
and appointed by the Town. Upon any change in the Paying Agent/Registrar, the Town promptly
will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered
owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give
the address of the new Paying Agent/Registrar. By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance,
and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully
registered form, without interest coupons, with the principal of and interest on such Bonds to be
payable only to the Registered Owners thereof, (ii) may be redeemed prior to their schedule d
maturities (notice of which shall be given to the Paying Agent/Registrar by the Town at least 35
days prior to any such redemption date), (iii) may be transferred and assigned, (iv) may be
converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed,
sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable,
and (viii) shall be administered and the Paying Agent/Registrar and the Town shall have certain
duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the
effect as required or indicated, in the FORM OF BOND set forth as Exhibit A of this Ordinance.
The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and
shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in
conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying
Agent/Registrar shall execute the Paying Agent/registrar 's Authentication Certificate, in the
FORM OF BOND set forth as Exhibit A of this Ordinance.
(f) Book-Entry-Only System. Unless the Bonds are sold by private placement, the
Bonds issued in exchange for the Bonds initially issued to the Underwriter shall be initially issued
in the form of a separate single fully registered Bond for each of the maturities thereof. Upon
initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co.,
as nominee of The Depository Trust Company of New York ("DTC"), and except as provided in
subsection (g) of this Section, all of the outstanding Bonds shall be registered in the name of Cede
& Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Town
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations on
whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants or to any person on behalf of
whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately
preceding sentence, the Town and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a registered owner of Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Participant or any other person, other than a registered owner of Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
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Notwithstanding any other provision of this Ordinance to the contrary, the Town and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Bonds only to or upon the order of the registered owners,
as shown in the Registration Books as provided in this Ordinance, or their respective attorneys
duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the Town's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the
Registration Books, shall receive a Bond certificate evidencing the obligation of the Town to make
payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date,
the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(g) Successor Securities Depository; Transfers Outside Book-Entry-Only System. If
the Bonds are subject to the DTC book-entry system, and in the event that the Town determines
that DTC is incapable of discharging its responsibilities described herein and in the Town's Blanket
Issuer Letter of Representations to DTC or that it is in the best interest of the beneficial owners of
the Bonds that they be able to obtain certificated Bonds, the Town shall (i) appoint a successor
securities depository, qualified to act as such under Section 17A of the Securities and Exchange
Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor
securities depository and transfer one or more separate Bonds to such successor securities
depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and
transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
accounts. In such event, the Bonds shall no longer be restricted to being registered in the
Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the
name of the successor securities depository, or its nominee, or in whatever name or names
registered owners transferring or exchanging Bonds shall designate, in accordance with the
provisions of this Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Bond and all notic es with respect to
such Bond shall be made and given, respectively, in the manner provided in the Town's Blanket
Issuer Letter of Representations to DTC.
(i) Cancellation of Initial Bond(s). On the Delivery Date, one initial Bond representing
the entire principal amount of the Bonds, payable in stated installments to the order of the
Underwriter or its designee, executed by manual or facsimile signature of the Mayor and Town
Secretary, approved by the Attorney General, and registered and signed by the Comptroller in the
manner prescribed by law, will be delivered to the Underwriter or its designee. If the Bonds are
sold subject to the book-entry system of DTC, then upon payment for the initial Bond(s), the
Paying Agent/Registrar shall insert the Delivery Date on the initial Bond(s), cancel each of the
initial Bond(s) and deliver to DTC on behalf of the Underwriter one registered definitive Bond for
each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such
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maturity, registered in the name of Cede & Co., as nominee of DTC. To the extent that the Paying
Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement
between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive
Bonds in safekeeping for DTC.
(j) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met
and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be
redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice
of redemption, such notice may state that said redemption may, at the option of the Town, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth
in such notice of redemption. If a conditional notice of redemption is given and such prerequisites
to the redemption and sufficient moneys are not received, such notice shall be of no force and
effect, the Town shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
Section 5. FORM OF BONDS. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State to be attached only to the Bonds
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially in the
form provided in Exhibit A, with such appropriate variations, omissions, or insertions as are
permitted or required by this Ordinance. The Form of Bond as it appears in Exhibit A shall be
completed, amended and modified by Bond Counsel to incorporate the information set forth in the
Pricing Certificate, but it is not required for the Form of Bond to be reproduced as an exhibit to
the Pricing Certificate.
Section 6. TAX LEVY. (a) A special "Interest and Sinking Fund" is hereby created and
shall be established and maintained by the Town as a separate fund or account and the funds therein
shall be deposited into and held at an official depository bank of said Town. Said Interest and
Sinking Fund shall be kept separate and apart from all other funds and accounts of said Town, and
shall be used only for paying the interest on and principal of said Bonds. All amounts received
from the sale of the Bonds as accrued interest shall be deposited upon receipt to the Interest and
Sinking Fund, and all ad valorem taxes levied and collected for and on account of said Bonds shall
be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while
any of said Bonds are outstanding and unpaid, the governing body of said Town shall compute and
ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the money
required to pay the interest on said Bonds as such interest comes due, and to provide and maintain
a sinking fund adequate to pay the principal of said Bonds as such principal matures (but never
less than 2% of the original amount of said Bonds as a sinking fund each year); and said tax shall
be based on the latest approved tax rolls of said Town, with full allowances being made for tax
delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby
levied, and is hereby ordered to be levied, against all taxable property in said Town, for each year
while any of said Bonds are outstanding and unpaid, and said tax shall be assessed and collected
each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad
valorem taxes sufficient to provide for the payment of the interest on and principal of said Bonds,
as such interest comes due and such principal matures, are hereby pledged for such payment,
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within the limit prescribed by law. If lawfully available moneys of the Town are actually on
deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are
scheduled to be levied for any year, then the amount of taxes that otherwise would have been
required to be levied pursuant to this Section may be reduced to the extent and by the amount of
the lawfully available funds then on deposit in the Interest and Sinking Fund.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the
pledge of the taxes granted by the Town under this Section, and is therefore valid, effective, and
perfected. Should State law be amended at any time while the Bonds are outstanding and unpaid,
the result of such amendment being that the pledge of the taxes granted by the Town under this
Section is to be subject to the filing requirements of Chapter 9, Business and Commerce Code, in
order to preserve to the registered owners of the Bonds a security interest in said pledge, the Town
agrees to take such measures as it determines are reasonable and necessary under State law to
comply with the applicable provisions of Chapter 9, Texas Business and Commerce Code and
enable a filing of a security interest in said pledge to occur.
Section 7. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of
this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of
the principal of such Bond, plus interest thereon to the due date (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance
with the terms thereof, or (ii) shall have been provided for on or before such due date by
irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with
an agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful
money of the United States of America sufficient to make such payment or (2) Defeasance
Securities that mature as to principal and interest in such amounts and at such times as will insure
the availability, without reinvestment, of sufficient money to provide for such payment, and when
proper arrangements have been made by the Town with the Paying Agent/Registrar for the
payment of its services until all Defeased Bonds shall have become due and payable. At such time
as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the
interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad
valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and
interest shall be payable solely from such money or Defeasance Securities, and thereafter the Town
will have no further responsibility with respect to amounts available to the Paying Agent/Registrar
(or other financial institution permitted by applicable law) for the payment of such Defeased
Bonds, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or
other financial institution permitted by applicable law) to receive payment when d ue on the
Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it
is hereby provided that any determination not to redeem Defeased Bonds that is made in
conjunction with the payment arrangements specified in subsections (a)(i) or (ii) of this Section
shall not be irrevocable, provided that (1) in the proceedings providing for such payment
arrangements, the Town expressly reserves the right to call the Defeased Bonds for redemption;
(2) gives notice of the reservation of that right to the owners of the Defeased Bonds immediately
following the making of the payment arrangements; and (3) directs that notice of the reservation
be included in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the Town also be invested in Defeasance Securities, maturing in the amounts and times
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as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect
to which such money has been so deposited, shall be turned over to the Town, or deposited as
directed in writing by the Town. Any Future Escrow Agreement pursuant to which the money
and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions
permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsections (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by
the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with
respect to which such money has been so deposited, shall be remitted to the Town or deposited as
directed in writing by the Town.
(c) The term "Defeasance Securities" means any securities and obligations now or
hereafter authorized by State law that are eligible to refund, retire or otherwise discharge
obligations such as the Bonds.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the
same as if they had not been defeased, and the Town shall make proper arrangements to provide
and pay for such services as required by this Ordinance.
(e) In the event that the Town elects to defease less than all of the principal amount of
Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount
of Bonds by such random method as it deems fair and appropriate.
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered,
a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated,
lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner
applying for a replacement bond shall furnish to the Town and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
registered owner shall furnish to the Town and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond. In every case of damage or mutilation
of a Bond, the registered owner shall surrender to the Paying Agent /Registrar for cancellation the
Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred which is then continuing
in the payment of the principal of or interest on the Bond, the Town may authorize the payment of
the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furnished as above provided in this
Section.
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(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement bond issued pursuant to
the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the Town whether or not the lost, stolen, or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B,
Chapter 1206, Texas Government Code, this Section shall constitute authority for the issuance of
any such replacement bond without necessity of further action by the governing body of the Town
or any other body or person, and the duty of the replacement of such bonds is hereby authorized
and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate
and deliver such Bonds in the form and manner and with the effect, as provided in this Ordinance
for Bonds issued in conversion and exchange for other Bonds.
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION,
IF OBTAINED. The Mayor (or, in the absence of the Mayor, the Mayor Pro Tem) is hereby
authorized to have control of the Bonds initially issued and delivered hereunder and all necessary
records and proceedings pertaining to the Bonds pending their delivery and their investigation,
examination and approval by the Attorney General, and their registration by the Comptroller.
Upon registration of the Bonds, the Comptroller (or a deputy designated in writing to act for the
Comptroller) shall sign the Comptroller's Registration Certificate attached to such Bonds in the
manner prescribed by law, and the seal of the Comptroller shall be impressed, or placed in
facsimile, on such Bond. The approving legal opinion of the Town's Bond Counsel and the
assigned CUSIP numbers may, at the option of the Town, be printed on the Bonds issued and
delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the
convenience and information of the registered owners of the Bonds. In addition, if bond insurance
is obtained, the Bonds may bear an appropriate legend as provided by the insurer.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS. (a) Covenants. The Town covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Bonds as obligations described
in section 103 of the Code, the interest on which is not includable in the "gross income" of the
holder for purposes of federal income taxation. In furtherance thereof, the Town covenants as
follows:
(i) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if
any) are used for any "private business use," as defined in section 141(b)(6) of the Code
or, if more than 10 percent of the proceeds or the projects financed therewith are so used,
such amounts, whether or not received by the Town, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
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indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
(ii) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and
not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(iii) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(iv) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(v) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(vi) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with:
(A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of a refunding bond, for a period of 90 days or less
until such proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section l.148 1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
(vii) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(viii) to refrain from using the proceeds of the Bonds or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
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(ix) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and
to pay to the United States of America, not later than 60 days after the Bonds have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the Town for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Use of Proceeds. The Town understands that the term "proceeds" includes
"disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds,
transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of
issuance of the Bonds. It is the understanding of the Town that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the
U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds,
the Town will not be required to comply with any covenant contained herein to the extent that such
failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect
the exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the Town agrees to comply with the additional
requirements to the extent necessary, in the opinion of nationally recogniz ed bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under section 103
of the Code. In furtherance of such intention, the Town hereby authorizes and directs the
Authorized Officials to execute any documents, certificates or reports required by the Code and to
make such elections, on behalf of the Town, which may be permitted by the Code as are consistent
with the purpose for the issuance of the Bonds.
(d) Allocation of, and Limitation on, Expenditures for the Projects. The Town
covenants to account for the expenditure of sale proceeds and investment earnings to be used for
the Projects on its books and records in accordance with the requirements of the Code. The Town
recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the
proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the
expenditure is made, or (2) the Projects are completed; but in no event later than three years after
the date on which the original expenditure is paid. The foregoing notwithstanding, the Town
recognizes that in order for proceeds to be expended under the Code, the sale proceeds or
investment earnings must be expended no more than 60 days after the earlier of (1) the fifth
anniversary of the Delivery Date, or (2) the date the Bonds are retired. The Town agrees to obtain
the advice of nationally-recognized bond counsel if such expenditure fails to comply with the
foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the
Bonds. For purposes hereof, the Town shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to comply will not adversely affect the excludability for federal
income tax purposes from gross income of the interest.
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(e) Disposition of the Projects. The Town covenants that the property constituting the
Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by the Town
of cash or other compensation, unless any action taken in connection with such disposition will
not adversely affect the tax-exempt status of the Bonds. For purpose of the foregoing, the Town
may rely on an opinion of nationally-recognized bond counsel that the action taken in connection
with such sale or other disposition will not adversely affect the tax-exempt status of the Bonds.
For purposes of the foregoing, the portion of the property comprising personal property and
disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash
or other compensation. For purposes hereof, the Town shall not be obligated to comply with this
covenant if it obtains an opinion that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 11. SALE OF BONDS; OFFICIAL STATEMENT. (a) The Bonds shall be sold
and delivered subject to the provisions hereof and pursuant to the terms and provisions of a
Purchase Contract, which the Pricing Officer is hereby authorized to execute and deliver and in
which the Underwriter shall be designated. The Bonds shall initially be registered in the name of
the Underwriter, unless otherwise set forth in the Pricing Certificate.
(b) The Pricing Officer is hereby authorized, in the name and on behalf of the Town, to
approve the distribution and delivery of a preliminary official statement and a final official
statement relating to the Bonds to be used by the Underwriter in the marketing of the Bonds, if
applicable.
Section 12. FURTHER PROCEDURES; ENGAGEMENT OF BOND COUNSEL;
ATTORNEY GENERAL FILING FEE; APPROPRIATION. (a) The Authorized Officials,
individually or jointly, shall be and they are hereby expressly authorized, empowered and directed
from time to time and at any time to do and perform all such acts and things and to execute,
acknowledge and deliver in the name and under the corporate seal and on behalf of the Town such
documents, certificates and instruments, whether or not herein mentioned, as may be necessary or
desirable in order to carry out the terms and provisions of this Ordinance, the Letter of
Representations, the Bonds and the sale of the Bonds. In addition, prior to the delivery of the
Bonds, the Authorized Officials are each hereby authorized and directed to approve any changes
or corrections to this Ordinance or to any of the documents authorized and approved by this
Ordinance: (i) in order to cure any ambiguity, formal defect, or omission in this Ordinance or such
other document, or (ii) as requested by the Attorney General or his representative to obtain the
approval of the Bonds by the Attorney General. In case any officer whose signature shall appear
on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery.
(b) The obligation of the Underwriter to accept delivery of the Bonds is subject to the
Underwriter being furnished with the final, approving opinion of McCall, Parkhurst & Horton
L.L.P., bond counsel to the Town, which opinion shall be dated as of and delivered on the Delivery
Date. The engagement of such firm as bond counsel to the Town in connection with issuance, sale
and delivery of the Bonds is hereby approved and confirmed.
(c) To pay the debt service coming due on the Bonds, if any (as determined by the Pricing
Certificate) prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated
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from current funds on hand, which are hereby certified to be on hand and available for such
purpose, an amount sufficient to pay such debt service, and such amount shall be used for no other
purpose.
(d) In accordance with the provisions of Section 1202.004, Tex as Government Code, in
connection with the submission of the Bonds to the Attorney General for review and approval, a
statutory fee (an amount equal to 0.1% principal amount of the Bonds, subject to a minimum of
$750 and a maximum of $9,500) is required to be paid to the Attorney General upon the submission
of the transcript of proceedings for the Bonds. The Town hereby authorizes and directs that a
check in the amount of the Attorney General filing fee for the Bonds, made payable to the "Texas
Attorney General," be promptly furnished to the Town's Bond Counsel, for payment to the
Attorney General in connection with his review of the Bonds.
Section 13. COMPLIANCE WITH RULE 15c2-12. (a) If the Bonds are sold by public
offering, and are subject to the Rule (as defined below), the following provisions shall apply, unless
modified by the Pricing Officer in the Pricing Certificate:
(i) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"Financial Obligation" means a: (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) a guarantee of the foregoing (a) and (b). The term Financial Obligation does not
include any municipal securities as to which a final official statement has been provided to the
MSRB consistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board or any successor to its
functions under the Rule.
"Rule" means SEC Rule 15c2 12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(ii) Annual Reports. (A) The Town shall provide annually to the MSRB, within the
timeframe set forth in the Pricing Certificate, in the electronic format prescribed by the MSRB,
certain updated financial information and operating data pertaining to the Town, being the
information described in the Pricing Certificate.
(B) Any financial information described in the Pricing Certificate to be
provided shall be (i) prepared in accordance with the accounting principles described in the
financial statements of the Town appended to the Official Statement, or such other
accounting principles as the Town may be required to employ from time to time pursuant
to state law or regulation, and (ii) audited, if the Town commissions an audit of such
statements and the audit is completed within the period during which they must be
provided. If the audit of such financial statements is not completed within the period set
forth in the Pricing Certificate, then the Town shall provide unaudited financial information
of the type described in the Pricing Certificate within such period, and audited financial
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statements for the applicable fiscal year to the MSRB, when and if the audit report on such
statements becomes available.
(C) If the Town changes its fiscal year, it will notify the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the Town
otherwise would be required to provide financial information and operating data pursuant
to this Section.
(D) All financial information, operating data, financial statements and notices
required by this Section to be provided to the MSRB shall be provided in an electronic
format and be accompanied by identifying information prescribed by the MSRB. Financial
information and operating data to be provided pursuant to this Section may be set forth in
full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document) available to the public on the
MSRB's Internet Web site or filed with the SEC.
(iii) Event Notices. The Town shall notify the MSRB, in a timely manner not in excess
of ten business days after the occurrence of the event, of any of the following events with respect
to the Bonds:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB), or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the Town;
(13) The consummation of a merger, consolidation, or acquisition involving the
Town or the sale of all or substantially all of the assets of the Town, other
than in the ordinary course of business, the entry into of a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material; and
(14) Appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material;
(15) Incurrence of a Financial Obligation of the Town, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar
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terms of a Financial Obligation of the Town, any of which affect security
holders, if material; and
(16) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the Town,
any of which reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the Town in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the Town, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers of the Town in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the Town, and (b) the Town intends the words used in the immediately preceding
paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same
meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated
August 20, 2018.
The Town shall notify the MSRB, in a timely manner, of any failure by the Town to provide
financial information or operating data in accordance with subsection (a)(ii) of this Section by the
time required by subsection (a)(ii).
(iv) Limitations, Disclaimers and Amendments. (A) The Town shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long as,
the Town remains an "obligated person" with respect to the Bonds within the meaning of the Rule,
except that the Town in any event will give notice of any deposit made in accordance with this
Ordinance or applicable law that causes the Bonds no longer to be outstanding.
(B) The provisions of this Section are for the sole benefit of the registered
owners and beneficial owners of the Bonds, and nothing in this Section, express or implied,
shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any
other person. The Town undertakes to provide only the financial information, operating
data, financial statements, and notices which it has expressly agreed to provide pursuant to
this Section and does not hereby undertake to provide any other information that may be
relevant or material to a complete presentation of the Town's financial results, condition,
or prospects or hereby undertake to update any information provided in accordance with
this Section or otherwise, except as expressly provided herein. The Town does not make
any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Bonds at any future date.
(C) UNDER NO CIRCUMSTANCES SHALL THE TOWN BE LIABLE TO
THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY
OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN
WHOLE OR IN PART FROM ANY BREACH BY THE TOWN, WHETHER
NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
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20
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(D) No default by the Town in observing or performing its obligations under
this Section shall comprise a breach of or default under the Ordinance for purposes of any
other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the Town under federal and state securities
laws.
(E) The provisions of this Section may be amended by the Town from time to
time to adapt to changed circumstances that arise from a change in legal requirements, a
change in law, or a change in the identity, nature, status, or type of operations of the Town,
but only if (1) the provisions of this Section, as so amended, would have permitted an
underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance
with the Rule, taking into account any amendments or interpretations of the Rule since
such offering as well as such changed circumstances and (2) either (a) the registered owners
of a majority in aggregate principal amount (or any greater amount required by any other
provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds
consent to such amendment or (b) a person that is unaffiliated with the Town (such as
nationally recognized bond counsel) determined that such amendment will not materially
impair the interest of the registered owners and beneficial owners of the Bonds. If the
Town so amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with subsection (b) of this
Section an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
The Town may also amend or repeal the provisions of this continuing disclosure agreement
if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to
the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds.
(b) If the Bonds are sold by private placement, the Pricing Officer may agree to provide
for an undertaking in accordance with the Rule or may agree to provide other public information
to the Underwriter as may be necessary for the sale of the Bonds on the most favorable terms to
the Town.
Section 14. METHOD OF AMENDMENT. The Town hereby reserves the right to amend
this Ordinance subject to the following terms and conditions, to-wit:
(a) The Town may from time to time, without the consent of any Registered Owner,
except as otherwise required by paragraph (b) below, amend or supplement this Ordinance to
(i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely
affect the interests of the Registered Owners, (ii) grant additional rights or security for the benefit
of the Registered Owners, (iii) add events of default as shall not be inconsistent with the provisions
of this Ordinance and that shall not materially adversely affect the interests of the Registered
Owners, (v) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or
corresponding provisions of federal laws from time to time in effect, or (iv) make such other
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provisions in regard to matters or questions arising under this Ordinance as shall not be materially
inconsistent with the provisions of this Ordinance and that shall not, in the opinion of nationally-
recognized bond counsel, materially adversely affect the interests of the Registered Owners.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in a
majority of the principal amount of then outstanding Bonds that are the subject of a proposed
amendment shall have the right from time to time to approve any amendment hereto that may be
deemed necessary or desirable by the Town; provided, however, that without the consent of 100%
of the Registered Owners in aggregate principal amount of the then outstanding Bonds, nothing
herein contained shall permit or be construed to permit amendment of the terms and conditions of
this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with
respect to such payment; or
(5) Change the minimum percentage of the principal amount of the Bonds
necessary for consent to such amendment.
(c) If at any time the Town shall desire to amend this Ordinance under this Section, the
Town shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed
amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the
Town shall receive an instrument or instruments executed by the Registered Owners of at least a
majority in aggregate principal amount of all of the Bonds then outstanding that are required for
the amendment (or 100% if such amendment is made in accordance with paragraph (b)), which
instrument or instruments shall refer to the proposed amendment and which shall specifically
consent to and approve such amendment, the Town may adopt the amendment in substantially the
same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Town and all
Registered Owners of such affected Bonds shall thereafter be determined, exercised, and enforced,
subject in all respects to such amendment.
(f) Any consent given by the Registered Owner of a Bond pursuant to the provisions
of this Section shall be irrevocable for a period of six months from the date of such consent and
shall be conclusive and binding upon all future Registered Owners of the same Bond during such
period. Such consent may be revoked at any time after six months from the date of said consent
by the Registered Owner who gave such consent, or by a successor in title, by filing notice with
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the Town, but such revocation shall not be effective if the Registered Owners the required amount
of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and
approved the amendment.
(g) For the purposes of establishing ownership of the Bonds, the Town shall rely solely
upon the registration of the ownership of such Bonds on the Registration Books kept by the Paying
Agent/Registrar.
Section 15. INTEREST EARNINGS ON BOND PROCEEDS; USE OF PREMIUM
RECEIVED FROM SALE OF BONDS. (a) Interest Earnings. Interest earnings derived from the
proceeds that are deposited to the Capital Projects Fund (defined below) shall be retained therein
and used for the purposes for which the Bonds were issued, provided that after the completion of
such purposes, any amounts remaining therein shall be deposited to the Interest and Sinking Fund
for the Bonds. It is further provided, however, that any interest earnings on bond proceeds that are
required to be rebated to the United States of America pursuant to this Ordinance in order to
prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest
earnings for purposes of this Section.
(b) Use of Bond Premium. The net premium received from the sale of the Bonds shall
be applied as determined by the Pricing Officer in the Pricing Certificate.
(c) Use of Bond Proceeds.
(i) The Town has heretofore created and established, and hereby covenants to
continue to maintain on the books of the Town, a separate fund entitled the "Capital
Projects Fund" (the "Capital Projects Fund") for use by the Town for payment of all lawful
costs associated with the Projects. Proceeds of the Bonds in the amount determined by the
Pricing Officer in the Pricing Certificate shall be deposited into the Capital Projects Fund.
In addition, the amount to be applied against each bond proposition shall be determined by
the Pricing Officer in the Pricing Certificate, and the table in the preambles hereto shall be
reproduced in the Pricing Certificate to reflect such determination. Upon payment of all
Project costs, any Bond proceeds remaining on deposit in the Capital Projects Fund shall
be transferred to the Interest and Sinking Fund. Amounts so deposited to the Interest and
Sinking Fund shall be used in the manner described in this Ordinance.
(ii) The Town may place proceeds of the Bonds (including investment earnings
thereon) and amounts deposited into the Interest and Sinking Fund in investments
authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code,
as amended; provided, however, that the Town hereby covenants that the proceeds of the
sale of the Bonds will be used as soon as practicable for the Projects.
(iii) All deposits authorized or required by this Ordinance shall be secured to the
fullest extent required by law for the security of public funds.
Section 16. REDEMPTION OF REFUNDED OBLIGATIONS. (a) Subject to execution
and delivery of the Purchase Contract with the Underwriter, the Town hereby directs that the
Refunded Obligations be called for redemption on the date(s) and at the price(s) set forth in the
Pricing Certificate. The Pricing Officer is hereby authorized and directed to issue or cause to be
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23
issued the Notices of Redemption of the Refunded Obligations in substantially the forms set forth
in Exhibit B attached hereto to the paying agent for the Refunded Obligations. Each Notice of
Redemption of the Refunded Obligations as it appears in Exhibit B shall be completed, amended
and modified by Bond Counsel to incorporate the information set forth in the Pricing Certificate,
but it is not required for the Notices of Redemption of the Refunded Obligations to be reproduced
as an exhibit to the Pricing Certificate.
(b) The paying agent/registrar for the Refunded Obligations is hereby directed to provide
the appropriate notice of redemption as required by the Refunded Obligations and is hereby
directed to make appropriate arrangements so that the Refunded Obligations may be redeemed on
each respective redemption date.
(c) If the redemption of the Refunded Obligations results in the partial refunding of any
maturity of the Refunded Obligations, the Pricing Officer shall direct the paying agent/registrar
for the Refunded Obligations to designate at random and by lot which of the Refunded Obligations
will be payable from and secured solely from ad valorem taxes of the Town pursuant to the
ordinances of the Town authorizing the issuance of such Refunded Obligations (collectively, the
"Refunded Obligation Ordinance"). For purposes of such determination and designation, all
Refunded Obligations registered in denominations greater than $5,000 shall be considered to be
registered in separate $5,000 denominations. The paying agent/registrar shall notify by first -class
mail all registered owners of all affected bonds of such maturities that: (i) a portion of such bonds
have been refunded and are secured until final maturity solely with cash and/or investments
maintained by the Escrow Agent in the Escrow Fund, (ii) the principal amount of all affected bonds
of such maturities registered in the name of such registered owner that have been refunded and are
payable solely from cash and/or investments in the Escrow Fund and the remaining principal
amount of all affected bonds of such maturities registered in the name of such registered owner, if
any, have not been refunded and are payable and secured solely from ad valorem taxes of the Town
as described in the Refunded Obligation Ordinance, (iii) the registered owner is required to submit
his or her Refunded Obligations to the paying agent/registrar, for the purposes of re-registering
such registered owner's bonds and assigning new CUSIP numbers in order to distinguish the source
of payment for the principal and interest on such bonds, and (iv) payment of principal of and
interest on such bonds may, in some circumstances, be delayed until such bonds have been re-
registered and new CUSIP numbers have been assigned as required by (iii) above.
(d) The source of funds for payment of the principal of and interest on the Refunded
Obligations on their respective maturity or redemption dates shall be from the funds deposited
with the Escrow Agent, pursuant to the Escrow Agreement, or pursuant to such other arrangement
determined by the Pricing Officer in the Pricing Certificate.
Section 17. GOVERNING LAW. This Ordinance shall be construed and enforced in
accordance with the laws of the State and the United States of America.
Section 18. SEVERABILITY. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares
that this Ordinance would have been enacted without such invalid provision.
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Section 19. EVENTS OF DEFAULT. Each of the following occurrences or events for the
purpose of this Ordinance is hereby declared to be an event of default (an "Event of Default"):
(i) the failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement
or obligation of the Town, the failure to perform which materially, adversely affects the
rights of the Registered Owners, including, but not limited to, their prospect or ability to be
repaid in accordance with this Ordinance, and the continuation thereof for a period of 60
days after notice of such default is given by any Registered Owner to the Town.
Section 20. REMEDIES FOR DEFAULT. (a) Upon the happening of any Event of
Default, then and in every case, any Owner or an authorized representative thereof, including, but
not limited to, a trustee or trustees therefor, may proceed against the Town for the purpose of
protecting and enforcing the rights of the Owners under this Ordinance, by mandamus or other
suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or agreement
contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any
right of the Owners hereunder or any combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Bonds then outstanding.
Section 21. REMEDIES NOT EXCLUSIVE. (a) No remedy herein conferred or reserved
is intended to be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
under the Bonds or now or hereafter existing at law or in equity; provided, however, that
notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced
by the Bonds shall not be available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(c) By accepting the delivery of a Bond authorized under this Ordinance, such Owner
agrees that the certifications required to effectuate any covenants or representations contained in
this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or
charge against the officers, employees or officials of the Town or the Council.
Section 22. EFFECTIVE DATE. In accordance with the provisions of Texas Government
Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the
Council.
[Execution page follows]
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Item 12.
DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE
TOWN OF PROSPER, TEXAS, ON THIS 10TH DAY OF JUNE, 2025.
____________________________________
David F. Bristol, Mayor
ATTEST:
____________________________________
Michelle Lewis Sirianni, Town Secretary
APPROVED AS TO FORM AND LEGALITY:
____________________________________
Terrence S. Welch, Town Attorney
(Town Seal)
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Schedule I
SCHEDULE OF ELIGIBLE REFUNDED OBLIGATIONS
Town of Prosper, Texas, Combination Tax and Surplus Revenue Certificates of Obligation, Series
2014
Town of Prosper, Texas, General Obligation Refunding and Improvement Bonds, Series 2015
Town of Prosper, Texas, Combination Tax and Surplus Revenue Certificates of Obligation, Series
2015
Town of Prosper, Texas, General Obligation Refunding and Improvement Bonds, Series 2016
Town of Prosper, Texas, Combination Tax and Surplus Revenue Certificates of Obligation, Series
2016
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Item 12.
A-1
Exhibit A
FORM OF BOND
(a) The form of the Bond, including the form of Paying Agent/Registrar 's
Authentication Certificate, the form of Assignment and the form of Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be attached only to the Bonds initially
issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions, or insertions as are permitted or required by this
Ordinance and with the Bonds to be completed with information set forth in the Pricing Certificate.
The Form of Bond as it appears in this Exhibit A shall be completed, amended and modified by
Bond Counsel to incorporate the information set forth in the Pricing Certificate, but it is not
required for the Form of Bond to be reproduced as an exhibit to the Pricing Certificate.
NO. R-__ UNITED STATES OF AMERICA
STATE OF TEXAS
TOWN OF PROSPER, TEXAS,
GENERAL OBLIGATION REFUNDING AND
IMPROVEMENT BOND, SERIES 2025
PRINCIPAL
AMOUNT
$_________
INTEREST
RATE
_______%
DELIVERY
DATE
_____, 2025
MATURITY
DATE
[February 15], 20__
CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE specified above, TOWN OF PROSPER, TEXAS, in Collin
and Denton Counties, Texas (the "Town"), being a political subdivision of the State of Texas,
hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter
called the "registered owner") the principal amount set forth above, and to pay interest thereon
from the [Delivery Date], on [February 15, 2026, and on each August 15 and February 15]
thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the
interest rate per annum specified above; except that if this Bond is required to be authenticated and
the date of its authentication is later than the first Record Date (hereinafter defined), such principal
amount shall bear interest from the interest payment date next preceding the date of authentication,
unless such date of authentication is after any Record Date but on or before the next following
interest payment date, in which case such principal amount shall bear interest from such next
following interest payment date; provided, however, that if on the date of authentication hereof the
interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from
is due but has not been paid, then this Bond shall bear interest from the date to which such interest
has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity,
or upon the date fixed for its redemption prior to maturity, at the designated corporate trust office
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of U.S. Bank Trust Company, National Association, Dallas, Texas, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof on each interest payment date by check or draft,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Town required by the ordinance authorizing the issuance of the Bonds (the
"Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as it appeared on the last business day of the month next preceding each such
date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described. In addition, interest may be paid by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the
event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new
record date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
Town. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special Record Date) shall be sent at least five business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each owner of a Bond appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior
to maturity as provided herein shall be paid to the registered owner upon presentation and surrender
of this Bond for payment at the principal corporate trust office of the Paying Agent/Registrar. The
Town covenants with the registered owner of this Bond that on or before each principal payment
date and interest payment date for this Bond it will make available to the Paying Agent/Registrar,
from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to
provide for the payment, in immediately available funds, of all principal of and interest on the
Bonds, when due.
IF THE DATE for any payment due on this Bond shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the city where the principal corporate trust office
of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the original date payment was due.
THIS BOND is dated as of _____, 2025, authorized in accordance with the Constitution
and laws of the State of Texas in the principal amount of $_____ for the public purpose of
(i) designing, constructing, improving and equipping public safety facilities in the Town,
consisting of fire stations, an emergency operations center, a public safety training facility and
administrative facilities relating thereto; (ii) designing, constructing, improving and equipping
parks, trails and recreational facilities in the Town and the acquisition of land and interests in land
for such purposes; (iii) constructing, improving, extending, expanding, upgrading and developing
streets and roads, bridges and intersections in the Town and related drainage improvements, utility
relocations, landscaping, curbs and sidewalks, traffic safety and operational improvements,
entryway signage and other street and road signage and costs associated with such projects, and
interests in land as may be necessary for such purposes, and excluding certain road projects to be
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funded with other obligations; (iv) refunding a portion of the Town's outstanding debt; and (v)
paying the costs incurred in connection with the issuance of the Bonds.
ON [FEBRUARY 15], 20__ or on any date thereafter, the Bonds may be redeemed prior
to their scheduled maturities, at the option of the Town, with funds derived from any available and
lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be
redeemed shall be selected and designated by the Town (provided that a portion of a Bond may be
redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal
amount to be redeemed plus accrued interest to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, to the registered owner of each Bond to be
redeemed at its address as it appeared at the close of business on the day of mailing such notice;
provided, however, that the failure of the registered owner to receive such notice, or any defect
therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Bond. By the date fixed for any such redemption, due
provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If such written
notice of redemption is sent and if due provision for such payment is made, all as provided above,
the Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated
as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed
for redemption, and they shall not be regarded as being outstanding except for the right of the
registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds
provided for such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds
having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000, at the written request of the registered owner,
and in aggregate amount equal to the unredeemed portion thereof, will be issued to the registered
owner upon the surrender thereof for cancellation, at the expense of the Town, all as provided in
the Bond Ordinance.
WITH RESPECT TO ANY OPTIONAL REDEMPTION OF THE BONDS, unless certain
prerequisites to such redemption required by the Bond Ordinance have been met and moneys
sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed
shall have been received by the Paying Agent/Registrar prior to the giving of such notice of
redemption, such notice may state that said redemption may, at the option of the Town, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth
in such notice of redemption. If a conditional notice of redemption is given and such prerequisites
to the redemption and sufficient moneys are not received, such notice shall be of no force and
effect, the Town shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees
hereof, be assigned, transferred, converted into and exchanged for a like aggregate amount of fully
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registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee
or assignees, as the case may be, having any authorized denomination or denominations as
requested in writing by the appropriate registered owner, assignee or assignees, as the case may
be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance
with the form and procedures set forth in the Bond Ordinance. Among other requirements for such
assignment and transfer, this Bond must be presented and surrendered to the Paying
Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any
portion or portions hereof in any authorized denomination to the assignee or assignees in whose
name or names this Bond or any such portion or portions hereof is or are to be registered. The
form of Assignment printed or endorsed on this Bond may be executed by the registered owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of
this Bond or any portion or portions hereof from time to time by the registered owner. The Paying
Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring,
converting and exchanging any Bond or portion thereof will be paid by the Town. In any
circumstance, any taxes or governmental charges required to be paid with respect thereto shall be
paid by the one requesting such assignment, transfer, conversion or exchange, as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to
make any such transfer or exchange of any Bonds during the period commencing with the close of
business on any Record Date and ending with the opening of business on the next following
principal or interest payment date or, with respect to any Bond or any portion thereof called for
redemption prior to maturity, within 30 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Town,
resigns, or otherwise ceases to act as such, the Town has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed and been done in accordance with law; and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said Town, and have been pledged for such payment, within the
limits prescribed by law.
THE TOWN ALSO HAS RESERVED THE RIGHT to amend the Bond Ordinance as
provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the registered owners of a majority in aggregate principal amount of the outstanding
Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Town, and agrees that
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the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Town.
IN WITNESS WHEREOF, the Town has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Town and countersigned with the manual or facsimile
signature of the Town Secretary of the Town, and has caused the official seal of the Town to be
duly impressed, or placed in facsimile, on this Bond.
Town Secretary Mayor
Town of Prosper, Texas Town of Prosper, Texas
(Town Seal)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series
which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated: U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
Dallas, Texas,
Paying Agent/Registrar
_______________
By: __________________________
Authorized Representative
(c) Form of Assignment.
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
Page 190
Item 12.
A-6
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of
the within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated: _______________________
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
an eligible guarantor institution participating in
a securities transfer association recognized
signature guarantee program.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this Bond
in every particular, without alteration or
enlargement or any change whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. __________
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this _______________________.
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
(e) Insertions for the Initial Bond.
(i) The initial Bond shall be in the form set forth in paragraph (a) of this Section,
except that:
(A) immediately under the name of the Bond, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As
shown below" and "CUSIP NO. _____" shall be deleted.
(B) the first paragraph shall be deleted and the following will be inserted:
"THE TOWN OF PROSPER, TEXAS (the "Town"), being a political subdivision located
in Collin and Denton Counties, Texas, hereby promises to pay to the Registered Owner specified
Page 191
Item 12.
A-7
above, or registered assigns (hereinafter called the "Registered Owner"), on [February 15] in each
of the years, in the principal installments and bearing interest at the per annum rates set forth in
the following schedule:
Maturity
Date
Principal
Amount
Interest
Rate
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
The Town promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from the [Delivery Date] at the respective Interest
Rate per annum specified above. Interest is payable on [February 15, 2026 and on each August
15 and February 15] thereafter to the date of payment of the principal installment specified above,
or the date of redemption prior to maturity; except, that if this Bond is required to be authenticated
and the date of its authentication is later than the first Record Date (hereinafter defined), such
principal amount shall bear interest from the interest payment date next preceding the d ate of
authentication, unless such date of authentication is after any Record Date but on or before the
next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due
but has not been paid, then this Bond shall bear interest from the date to which such interest has
been paid in full."
(C) The initial Bond shall be numbered "T-1."
Page 192
Item 12.
B-1
Exhibit B
The Notices of Redemption will be completed following final pricing of the Bonds.
Page 193
Item 12.
S M T W T F S S M T W T F S S M T W T F S S M T W T F S
1 2 3 4 5 6 7 1 2 3 4 5 1 2 1 2 3 4 5 6
8 9 10 11 12 13 14 6 7 8 9 10 11 12 3 4 5 6 7 8 9 7 8 9 10 11 12 13
15 16 17 18 19 20 21 13 14 15 16 17 18 19 10 11 12 13 14 15 16 14 15 16 17 18 19 20
22 23 24 25 26 27 28 20 21 22 23 24 25 26 17 18 19 20 21 22 23 21 22 23 24 25 26 27
29 30 27 28 29 30 31 24 25 26 27 28 29 30 28 29 30
31
Complete
By Day Event
9-Jun-25 Monday Draft Official Statements distributed to the Town and Bond Counsel
10-Jun-25 Tuesday Council consideration of GO Bond and W/S Bond (collectively "Bonds")
Parameter Ordinances
19-Jun-25 Thursday HilltopSecurities receives comments on Official Statements
25-Jun-25 Wednesday Distribute GO Bond and W/S Bond POS's to Rating Agencies
Rating Agency calls
(Shared call b/w S&P and Fitch w/ solo calls following afterwards)
25-Jul-25 Friday Target date to receive Certified Taxable Assessed Valuation
30-Jul-25 Wednesday Anticipated receipt of credit ratings
1-Aug-25 Friday Earliest date to electronically mail Bond Official Statements to
potential purchasers**
12-Aug-25 Tuesday Target date for Bond pricings; Pricing Officer adopts final pricings**
10-Sep-25 Wednesday Target date for Bond closings and delivery of funds to the Town**
** Preliminary, subject to change.
July 17th - 18th
Town of Prosper
General Obligation Bonds, Series 2025 / Water and Sewer Revenue Bonds, Series 2025
Preliminary Schedule of Events (as of June 5, 2025)
Jun-25 Jul-25 Aug-25 Sep-25
Page 194
Item 12.
1512-ST First Street (DNT - Coleman): (Construction) 9,000,000
1710-ST Coit Road (First - Frontier) - 4 lanes: (Construction)8,200,000
2142-ST Coleman (Prosper Trail - Talon) - 2 SB lanes: (Land/Esmt)1,500,000
Legacy (First St - Prosper Trail) - 2 SB lanes: (Land/Esmt)550,000
Legacy (First St - Prosper Trail) - 2 SB lanes: (Construction)200,000
19,450,000$
-$
-$
19,450,000$
19,450,000$
Prop B Total
Prop C Total
GRAND TOTAL
Prop C Streets and Transportation Projects Amount
Subtotal Streets
Prop A Total
Exhibit B - Use of Proceeds
Series 2025 – GO Bonds
Page 195
Item 12.
Page 1 of 2
To: Mayor and Town Council
From: Stuart Blasingame, Fire Chief
Through: Mario Canizares, Town Manager
Re: Emergifire Fire Services Billing Agreement
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 4. Provide Excellent Municipal Services
Agenda Item:
Consider and act upon a Professional Services Agreement between Emergifire, LLC., and the
Town of Prosper to implement a program to charge mitigation rates for the deployment of
emergency and non-emergency services provided by Prosper Fire Rescue.
Description of Agenda Item:
The Fire Department is seeking approval to enter into an agreement with Emergifire, LLC, a third-
party billing service, to facilitate cost recovery for emergency response incidents such as structure
fires, motor vehicle accidents, hazardous materials incidents, and similar events. Emergifire
exclusively bills insurance providers, with no direct billing to residents or businesses. This service
is offered under the same corporate umbrella as Emergicon, the Town's current EMS billing
provider.
Implementing this solution aligns with regional practices, as many surrounding fire departments
utilize similar third-party cost recovery models. The goal is to recover costs incurred during
emergency responses while minimizing administrative burden on Town staff.
Budget Impact:
The exact amount of revenue to be collected is currently unknown; however, based on
conservative estimates, the Fire Department anticipates generating at least $30,000 annually
through this cost recovery program. Revenue will be budgeted into account 13030010-42000
(Charges for Services).
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. Emergifire Professional Services Agreement
FIRE DEPARTMENT
Page 196
Item 13.
Page 2 of 2
Town Staff Recommendation:
Town Staff recommend the Town Council approve a Professional Services Agreement between
Emergifire, LLC., and the Town of Prosper to implement a program to charge mitigation rates for
the deployment of emergency and non-emergency services provided by Prosper Fire Rescue.
Proposed Motion:
I move to approve an amendment to a Professional Services Agreement between Emergifire,
LLC., and the Town of Prosper to implement a program to charge mitigation rates for the
deployment of emergency and non-emergency services provided by Prosper Fire Rescue.
Page 197
Item 13.
91003574.2
ADDENDUM C – FIRE/EMERGENCY RESPONSE BILLING
This Addendum C (this “Addendum”) is entered into by and between Emergifire, LLC, a
Texas limited liability company (“Emergifire”) and Town of Prosper (“CLIENT”), dated and
is subject to the terms and conditions of that certain Agreement for Specialized Professional
Ambulance Billing Services by and between Emergicon, LLC and Client, dated 2/6/2020 (the
“Services Agreement”). Capitalized terms used herein will have the meaning given in the Services
Agreement unless otherwise noted.
RECITALS
WHEREAS, Emergicon, LLC is engaged in the business of providing fire response and
cost recovery services as detailed below through a contractor relationship with Emergifire;
WHEREAS, Emergifire is engaged in the business of providing third-party billing and
accounts receivable management specialized professional services related to motor vehicle
accidents and other emergency responses for emergency service organizations;
WHEREAS, CLIENT desires to utilize Emergifire for billing and claims management
services for its organization; and WHEREAS, Emergifire is willing to provide such specialized
professional services upon the terms and conditions provided in this Addendum;
1. Specialized Professional Services. Emergifire agrees to perform the following
duties (collectively referred to as the “Services”) on behalf of CLIENT as a normal course of
business:
a. Promptly prepare and submit claims to the responsible party deemed
complete and eligible for submission by Emergifire in conformance with this Addendum.
b. Provide instructions for the submission of Required Documentation to
Emergifire.
c. Promptly post payments made on CLIENT’s behalf.
d. Provide monthly reports to CLIENT, which include, at a minimum, cash
received and balance summary.
e. Will not begin litigation against a person, entity, or insurance carrier without
prior written approval by the CLIENT.
Specifically Excluded Duties of Emergifire. Notwithstanding any provisions of this
Agreement to the contrary, Emergifire shall not be responsible to:
a. Initiate or pursue litigation for the collection of past due accounts.
b. Provide legal advice or legal services to CLIENT or anyone acting on
CLIENT’s behalf.
Page 198
Item 13.
2
91003574.2
2. Term and Termination.
This Addendum runs in concurrence to the Services Agreement.
3. Compensation.
a. In exchange for the Specialized Professional Services described in this
Addendum, CLIENT shall pay Emergifire a fee equivalent to fifteen percent (15%) of all
revenues collected by Emergifire on behalf of CLIENT. Credit card payments accepted by
Emergifire will be charged an additional two percent (2.0%).
b. Emergifire shall submit invoices to CLIENT on a periodic basis established
by Emergifire. Invoices are to be paid by CLIENT within thirty (30) days of the invoice
date. Emergifire reserves the right to add simple interest at an annual rate of 18%,
compounded daily, on all where Emergifire has not received payment within thirty (30)
days of the date of its invoice.
CLIENT agrees to reimburse Emergifire for any and all sales tax liabilities that may arise
as a result of this Addendum.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date
written below.
EMERGIFIRE, LLC.
By:
Signature
Christopher Turner, MHA
Print Name
Founder & CEO
Title
Date
Town of Prosper, TX
By:
Signature
Print Name
Title
Date
6/3/25
Page 199
Item 13.
Page 1 of 2
C
To: Mayor and Town Council
From: Stuart Blasingame, Fire Chief
Through: Mario Canizares, Town Manager
Re: Amending Chapter 5.05 of the Town’s Code of Ordinances
Town Council Meeting – June 10, 2025
Strategic Visioning Priority: 4. Provide Excellent Municipal Services
Agenda Item:
Consider and act upon an ordinance amending Chapter 5.05 of the Towns Code of Ordinances,
by repealing existing Article 5.05, “Hazardous Materials Incident Response,” and replacing it with
a new Article 5.05 “Mitigation Rates for Emergency and Non-Emergency Services”, amending
Appendix A, “Fee Schedule,” to the Town’s Code of Ordinances by adding a new section XXIII,
“Fire Department Mitigation Rates,” of Appendix A, “Fee Schedule,” to this Code of Ordinances.
Description of Agenda Item:
This would amend our current Chapter 5.05 of the Town’s Code of Ordinances by repealing the
existing Article titled “Hazardous Materials Incident Response” and replacing it with a new Article
titled “Mitigation Rates for Emergency and Non-Emergency Services.” This amendment also
includes updating Appendix A (Fee Schedule) by adding a new Section XXIII, “Fire Department
Mitigation Rates.” These changes authorize the Prosper Fire Department to recover costs
associated with emergency response incidents such as structure fires, motor vehicle accidents,
and hazardous materials events by exclusively billing insurance providers, with no direct billing to
residents or businesses, and utilizes a fee schedule that reflects FEMA rates and national industry
average collection rates.
Budget Impact:
The exact amount of revenue to be collected is currently unknown; however, based on
conservative estimates, the Fire Department anticipates generating at least $30,000 annually
through this cost recovery program. Revenue will be budgeted into account 13030010-42000
(Charges for Services).
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. Ordinance
FIRE DEPARTMENT
Page 200
Item 14.
Page 2 of 2
Town Staff Recommendation:
Town Staff recommends the Town Council approve an ordinance amending Chapter 5.05 of the
Towns Code of Ordinances, by repealing existing Article 5.05, “Hazardous Materials Incident
Response,” and replacing it with a new Article 5.05 “Mitigation Rates for Emergency and Non-
Emergency Services”, amending Appendix A, “Fee Schedule,” to the Town’s Code of Ordinances
by adding a new section XXIII, “Fire Department Mitigation Rates,” of Appendix A, “Fee Schedule,”
to this Code of Ordinances.
Proposed Motion:
I move to approve an ordinance amending Chapter 5.05 of the Towns Code of Ordinances, by
repealing existing Article 5.05, “Hazardous Materials Incident Response,” and replacing it with a
new Article 5.05 “Mitigation Rates for Emergency and Non-Emergency Services”, amending
Appendix A, “Fee Schedule,” to the Town’s Code of Ordinances by adding a new section XXIII,
“Fire Department Mitigation Rates,” of Appendix A, “Fee Schedule,” to this Code of Ordinances.
Page 201
Item 14.
TOWN OF PROSPER, TEXAS ORDINANCE NO. 2025-__
AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF PROSPER,
TEXAS, AMENDING CHAPTER 5, “FIRE PREVENTION AND PROTECTION,”
OF THE TOWN’S CODE OF ORDINANCES, BY REPEALING EXISTING
ARTICLE 5.05, “HAZARDOUS MATERIALS INCIDENT RESPONSE,” AND
REPLACING IT WITH A NEW ARTICLE 5.05, “MITIGATION RATES FOR
EMERGENCY AND NON-EMERGENCY SERVICES”; AMENDING APPENDIX
A, “FEE SCHEDULE,” TO THE TOWN’S CODE OF ORDINANCES BY ADDING
A NEW SECTION XXIII, “FIRE DEPARTMENT MITIGATION RATES”;
PROVIDING FOR REPEALING, SAVINGS AND SEVERABILITY CLAUSES;
PROVIDING A PENALTY CLAUSE; PROVIDING FOR PUBLICATION OF THE
CAPTION HEREOF; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Prosper Fire Department’s emergency and non-emergency services
response activity to incidents continues to increase each year; and
WHEREAS, environmental protection requirements involving equipment and training,
including Homeland Security regulations involving equipment and training, create additional
demands on all operational aspects of the services provided by the Prosper Fire Department;
and
WHEREAS, the Prosper Fire Department has investigated different methods to maintain
a high level of quality of emergency and non-emergency service capability throughout times of
constantly increasing service demands; and
WHEREAS, it has been determined that maintaining an effective response by a fire
department will decrease the costs of incidents to insurance carriers, businesses, and individuals
through timely and effective management of emergency situations, saving lives and reducing
property and environmental damage; and
WHEREAS, raising the ad valorem property tax to meet the increase in service demands
would not be justified when in fact the responsible party or parties should be held accountable for
their actions; and
WHEREAS, the Town Council desires to implement a fair and equitable procedure by
which to collect mitigation rates and to establish a billing system in accordance with applicable
laws, regulations and guidelines; and
WHEREAS, the mitigation rates referenced in this Ordinance address a wide array of
emergency and non-emergency services provided by the Prosper Fire Department, and it is in
the best interests of the Town and its residents that reasonable mitigation fees be adopted.
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 202
Item 14.
Ordinance No. 2025-__, Page 2
SECTION 2
From and after the effective date of this Ordinance, existing Article 5.05, “Hazardous
Materials Incident Response,” of Chapter 5, “Fire Prevention and Protection,” of the Town’s Code
of Ordinances is hereby repealed in its entirety and is replaced with a new Article 5.05, “Mitigation
Rates for Emergency and Non-Emergency Services,” to read as follows:
“ARTICLE 5.05 MITIGATION RATES FOR EMERGENCY AND NON-EMERGENCY
SERVICES
Sec. 5.05.001 Mitigation Rates
The Prosper Fire Department shall initiate mitigation rates for the delivery of emergency and non-
emergency services for Fire Department personnel, supplies and equipment utilized at the scene
of emergency and non-emergency incidents, as listed in Section XXIII, “Fire Department
Mitigation Rates,” of Appendix A, “Fee Schedule,” to this Code or Ordinances. The mitigation
rates shall be based on actual costs of the services and that which is usual, customary and
reasonable (UCR), as such fees are shown in Appendix A, which may include any departmental
services, personnel, supplies, and equipment and with baselines established in said Appendix A.
Sec. 5.05.002 Filing of Claim
The Prosper Fire Department is authorized to file claims with a responsible party or parties
through said party’s (or parties’) insurance carrier (s).”
SECTION 3
From and after the effective date of this Ordinance, Appendix A, “Fee Schedule,” to the
Town’s Code of Ordinances is amended by adding a new Section XXIII, “Fire Department
Mitigation Rates,” to read as follows:
“Sec. XXIII. Fire Department Mitigation Rates.
MOTOR VEHICLE INCIDENTS
Level 1 MVA - $602
Provide hazardous materials assessment and scene stabilization. This is the most common
“billing level” and will occur most every time the fire department response to an accident/incident.
Level 2 MVA - $687
Includes Level 1 services as well as clean up and materials used for hazardous fluid clean up and
disposal. We will bill at this level if the fire department must clean up any or other automotive
fluids that are spilled because of the accident/incident
Level 3 – Car Fire - $838
Provide scene safety, fire suppression, breathing air, rescue tools, hand tools, hose, TIC use,
foam, structure protection, and clean up gasoline or other automotive fluids that are spilled
because of the accident/incident
Page 203
Item 14.
Ordinance No. 2025-__, Page 3
Level 4 – EV Car Fire – $838 plus cost of blanket
ADDITIONAL RATES
Engine $554 per hour
Truck $693 per hour
Chief Officer $347 per hour
Miscellaneous Equipment $416
Heavy Extrication Tools Used- $1,811
Creating Landing Zone - $553
HAZMAT
Level 1 - $972
Basic Response: Claim will include engine response, first responder assignment, perimeter
establishment, evacuations, set-up and command.
Level 2 – $3,473
Intermediate Response: Claim will include an engine response, first responder assignments,
hazmat certified team and appropriate equipment, perimeter establishment, evacuations, set-up
of command and decon center. PPE to include level A or B donning, breathing air and detection
equipment.
Level 3 - $8,199
Advanced Response: Claim will include an engine response, first responder assignments, hazmat
certified team and appropriate equipment, perimeter establishment, evacuations, set-up of
command and decon center. PPE to include level A or B donning, breathing air and detection
equipment. Will include detection equipment, recovery and identification of materials, disposal
and environmental cleanup, as well as the rate. Includes 3 hours of on scene time – each
additional hour over, is billed at $366 per hour, per HAZMAT team.
ADDITIONAL APPARATUS ON SCENE (for all levels of service)
Engine billed at $554.00 per hour.
Truck billed at $693.00 per hour.
FIRES
Assignment - $554.00 per hour, per engine / $693.00 per hour, per truck.
Includes:
Scene Safety
Investigation
Fire/Hazard Control
Note: This is the most common “billing level” and will occur for the most common fire response.
Page 204
Item 14.
Ordinance No. 2025-__, Page 4
OPTIONAL: The Fire Department has the option to bill each fire as an independent event with
custom mitigation rates. (Itemized meaning, per person, at various pay levels and the products
used.)
FIRE INVESTIGATION
Fire Investigation Team - $554 per hour.
Services to include:
Scene Safety
Investigation
Source Identification
K-9/Arson Dog Unit
Identification Equipment
Mobile Detection Unit
Fire Report
The claim begins with the fire investigation responds to the incident and is billed for only the time
logged.
FIRE MARSHAL/OPERATIONS CHIEF RESPONSE
This includes the setup of command and providing direction of the incident. This could include
operations, safety, and administration of the incident.
ILLEGAL FIRES
Assignment Rates - $554/hour per engine
$693/hour per truck
When a fire is started by any person(s) that requires PROSPER Fire Department to respond
during a time or season when fires are regulated or controlled by local or state rules, provisions,
or ordinances because of pollution or fire danger concerns. The person(s) will be liable for the
PROSPER Fire Department response as a cost, not to exceed, the actual expenses incurred by
the PROSPER Fire Department. Similarly, if a fire is started where permits are required for such
a fire, and the permit is not obtained and the PROSPER Fire Department is required to respond
to contain the fire, the responsible party will be liable for the response at a cost not to exceed the
actual expenses incurred by the department. The actual expenses will include direct labor,
equipment costs and any other costs that can be reasonably allocated to the cost of the response.
WATER INCIDENTS
Level 1 - Billed at $554/hour plus $68 per hour, per person
Basic Response: Claim will include engine response, first responder assignments. This will be the
most common “billing level” and will occur almost each time the PROSPER Fire Department has
to respond to a water incident.
LEVEL 2 - Billed at $1,110/hour plus $68 per hour, per person.
Page 205
Item 14.
Ordinance No. 2025-__, Page 5
Intermediate Response: Includes Level 1 actions as well as cleanup and materials needed for
hazmat spill. We will bill at this level if the PROSPER Fire Department must clean up small
amounts of gasoline or other fluids, as a result of the incident.
LEVEL 3 - Billed at $2,747/hour plus $68 per hour, per person.
Advance Response: Includes services above, as well as DART activation, and recovery and
identification of materials associated. Will include the fees for environmental disposal fees.
BACK COUNTRY OR SPECIAL RESCUE
Itemized Response: Each incident will be billed with custom mitigation rates that are deemed
usual, customary and reasonable (UCR). These incidents will be billed itemized per apparatus,
per rescue person, plus the rescue products used.
Minimum billed at $554 for the first response vehicle, plus $68 per rescue person. Additional rates
of $554 per hour per response vehicle and $58 per hour per rescue person.
GAS LEAKS (Natural)
Level 1 – Natural Gas leak, outside without fire - $523/hour
Description: Minimal danger to life, property, and the environment, leak typically for mechanical
damages to a meter or pipe.
Level 2 – Natural Gas leak, Outside with Fire - $748/hour, plus $68 per hour, per person.
Description: Moderate danger to life, property, and the environment, leak typically caused from
mechanical damage with nearby operating equipment causing a fire.
Level 3 – Natural Gas leak inside structure - $932/hour, plus $68 per hour, per person.
Description: Significant danger to life, property, and the environment, leak is typically difficult to
identify and locate.”
SECTION 4
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, 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 5
All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the
extent they are in conflict, and any remaining portions of said ordinances shall remain in full force
and effect.
Page 206
Item 14.
Ordinance No. 2025-__, Page 6
SECTION 6
This Ordinance shall become effective from and 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 10TH DAY OF JUNE, 2025.
___________________________________
David F. Bristol, Mayor
ATTEST:
___________________________________
Michelle Lewis Siriani, Town Secretary
APPROVED AS TO FORM AND LEGALITY:
___________________________________
Terrence S. Welch, Town Attorney
Page 207
Item 14.