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12.13.22 Town Council Regular Meeting PacketPage 1 of 5 ] Prosper is a place where everyone matters. Notice Regarding Public Participation Welcome to the Prosper Town Council. Individuals may attend the meeting in person, or access the meeting via videoconference, or telephone conference call. Join the Zoom Meeting by clicking on the following link:https://us02web.zoom.us/j/87189889684 To join the meeting by phone, dial (346) 248-7799 Enter Meeting ID: 871 8988 9684 Addressing the Town Council: Those wishing to address the Town Council must complete the located on the Town website or in Council Chambers. If you are attending in person, please submit this form to the Town Secretary prior to the meeting. When called upon, please come to the podium and state your name and address for the record. If you are attending online/virtually, please submit this form to the Town Secretary prior to 4:00 p.m. on the day of the meeting. Please ensure your full name appears on the screen and you are unmuted so the meeting moderator can recognize you and allow you to speak. The Chat feature is not monitored during the meeting. The Town assumes no responsibility for technical issues that are beyond our control. If you encounter any problems joining or participating in the meeting, please call our help line at 972-569-1191 for assistance. Call to Order/ Roll Call. Invocation, Pledge of Allegiance and Pledge to the Texas Flag. Announcements of recent and upcoming events. Presentations. 1. Receive an update from the Engineering Services Department. (HW) 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. Agenda Prosper Town Council Meeting Prosper Town Hall, Council Chambers 250 W. First Street, Prosper, Texas Tuesday, December 13, 2022 6:15 PM Page 1 Page 2 of 5 2. Consider and act upon the minutes of the November 22, 2022, Town Council Work Session meeting. (MLS) 3. Consider and act upon the minutes of the November 22, 2022, Town Council meeting. (MLS) 4. Consider and act upon the minutes of the December 2, 2022, Town Council Work Session meeting. (MLS) 5. Receive the Quarterly Investment Report for September 30, 2022. (CL) 6. Consider and act upon approval of various annual maintenance, repair, and operational open purchase orders for the Information Technology Department during FY 2023. (LJ) 7. Consider and act upon approving the expenditure for annual software assurance of the Town’s computer aided dispatch and record management systems for Public Safety, from Integrated Computer Systems, Inc., a sole source provider. (LJ) 8. Consider and act upon approving Change Order Number 01 for CSP 2022-48-B to Mario Sinacola & Sons Excavating, Inc., related to construction services for the First Street (Coit-Custer) 4 Lane project (CIP No. 2014-ST); and authorizing the Interim Town Manager to execute Change Order Number 01 for same. (HW) 9. Consider and act upon authorizing the Interim Town Manager to execute a Professional Engineering Services Agreement between Lockwood, Andrews & Newnam, Inc., and the Town of Prosper, Texas, related to the design of the Preston Road/Prosper Trail Dual Left Turns and Coit Road/US 380 Dual Left Turns projects. (HW) 10. Consider and act upon authorizing the Interim Town Manager to execute a Professional Services Agreement between Lee Engineering, LLC, and the Town of Prosper, Texas, related to providing on-call traffic engineering services. (HW) 11. Consider and act upon authorizing the Interim Town Manager to execute a Professional Services Agreement between Freese and Nichols, Inc., and the Town of Prosper, Texas, related to stormwater inspections services. (HW) 12. Consider and act upon awarding RFP No. 2023-04-B for stop loss insurance for the Town’s self-insurance fund, effective January 1, 2023, and authorizing the Town Manager to execute all documents for the same. (JE) 13. Consider and act upon an ordinance adding the Restricted Prior Service Credit to the Town’s TMRS plan design. (JE) 14. Consider and act upon the dissolution of the Benefits Subcommittee. (JE) 15. Consider and act upon an ordinance to rezone 0.36± acres from Single Family-15 (SF- 15) to Downtown Office (DTO), located on the northeast corner of First Street and Parvin Street. (Z22-0016). (DS) 16. Consider and act upon an ordinance to rezone 7.9± acres from Office (O) to Planned Development-Office (PD-O), generally to modify the development standards to facilitate an office/retail development, including drive-through coffee shop as a Page 2 Page 3 of 5 permitted use, located on the northwest corner of Preston Road and Coleman Road. (Z21-0013). (DS) 17. Consider and act upon authorizing the Interim Town Manager to execute a Development Agreement between Victory at Frontier South LP, and the Town of Prosper, Texas, related to the Victory at Frontier South development, located on the northwest corner of Preston Road and Coleman Road. (DS) 18. Consider and act upon adopting an ordinance amending certain Water and Wastewater Fees contained in Subsection (d), “Water/wastewater connection/tap fee” of Section XIV, “Public Works Fee Schedule,” contained in Appendix A “Fee Schedule”, the to the Town’s Code of Ordinances. (HW) 19. Consider and act upon an ordinance amending Subsection (d) of Section 6.06.005, “Specific conditions and cross-connection controls,” of Article 6.06, “Irrigation Systems,” of Chapter 6, “Health and Sanitation,” of the Town’s Code of Ordinances. (BC) 20. Consider and act upon whether to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department, pursuant to Chapter 4, Section 1.5(C)(7) and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding action taken by the Planning & Zoning Commission on any Site Plans and Preliminary Site Plans, including Rock Creek Church and Victory at Frontier Lot 5. (DS) 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. REGULAR AGENDA: 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. Pursuant to Section 551.007 of the Texas Government Code, individuals wishing to address the Council for items listed as public hearings will be recognized when the public hearing is opened. For individuals wishing to speak on a non-public hearing item, they may either address the Council during the Citizen Comments portion of the meeting or when the item is considered by the Town Council. Items for Individual Consideration: 21. Consider and act upon the 2023 Prosper Town Council regular meeting schedule. (MLS) 22. Consider and act upon an ordinance amending Ordinance No. 2021-55 (FY 2021- 2022 Annual Budget). (CL) 23. Consider and act upon an ordinance amending Ordinance No. 2022-54 (FY 2022- 2023 Annual Budget). (CL) 24. Consider and act upon awarding CSP 2022-53-A to Tyler Technologies, Inc. for an Enterprise Resource Planning (ERP) System Solution for the Town of Prosper; and authorize the Interim Town Manager to execute documents for same. (LJ) 25. Consider and act upon authorizing the Interim Town Manager to execute a Professional Services Agreement (PSA) between Sciens, LLC and the Town of Page 3 Page 4 of 5 Prosper, Texas, related to the implementation and deployment of the Enterprise Resource Planning (ERP) System Solution. (LJ) 26. Consider an act upon approval of a contract with Motorola Solutions, Inc. for an in-car and body-worn camera and evidence management platform. (LJ,DK) 27. Consider and act upon authorizing the Interim Town Manager to execute a Professional Services Agreement between and Halff Associates and the Town of Prosper, Texas, related to 3rd party landscape review services. (DB) 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 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, including Town Manager search and selection process, and all matters incident and related thereto. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. Adjourn. CERTIFICATION I, the undersigned authority, do hereby certify that this Notice of Meeting was posted at Prosper Town Hall, located at 250 W. First Street, Prosper, Texas 75078, a place convenient and readily accessible to the general public at all times, and said Notice was posted by 5:00 p.m., on Friday, December 9, 2022, 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. Page 4 Page 5 of 5 NOTICE Pursuant to Town of Prosper Ordinance No. 13-63, all speakers other than Town of Prosper staff are limited to three (3) minutes per person, per item, which may be extended for an additional two (2) minutes with approval of a majority vote of the Town Council. NOTICE OF ASSISTANCE AT PUBLIC MEETINGS: The Prosper Town Council meetings are wheelchair accessible. For special services or assistance, please contact the Town Secretary’s Office at (972) 569 - 1011 at least 48 hours prior to the meeting time. Page 5 Page 1 of 2 ] Prosper is a place where everyone matters. Call to Order/ Roll Call. The meeting was called to order at 3:00 p.m. Council Members Present: Mayor David F. Bristol Mayor Pro-Tem Jeff Hodges Deputy Mayor Pro-Tem Craig Andres Councilmember Marcus E. Ray Councilmember Amy Bartley Councilmember Chris Kern Councilmember Charles Cotten Staff Members Present: Ron K. Patterson, Interim Town Manager Michelle Lewis Sirianni, Town Secretary EXECUTIVE SESSION: Recess into Closed Session in compliance with Section 551.001 et seq. Texas Government Code, as authorized by the Texas Open Meetings Act, to deliberate regarding: Section 551.074 – To discuss and consider personnel matters, including Town Manager search and selection process, and all matters incident and related thereto. The Town Council recessed into Executive Session at 3:01 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 5:51 p.m. No action was taken. Adjourn. The meeting was adjourned at 5:51 p.m. These minutes approved on the 13th day of December 2022. APPROVED: David F. Bristol, Mayor MINUTES Prosper Town Council Work Session Prosper Town Hall – Council Chambers 250 W. First Street, Prosper, Texas Tuesday, November 22, 2022 Page 6 Item 2. Page 2 of 2 ATTEST: Michelle Lewis Sirianni, Town Secretary Page 7 Item 2. Page 1 of 5 ] Prosper is a place where everyone matters. 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 Jeff Hodges Deputy Mayor Pro-Tem Craig Andres Councilmember Marcus E. Ray Councilmember Amy Bartley Councilmember Chris Kern Councilmember Charles Cotten Staff Members Present: Ron K. Patterson, Interim Town Manager Terry Welch, Town Attorney Michelle Lewis Sirianni, Town Secretary Robyn Battle, Executive Director of Community Services Bob Scott, Executive Director of Administrative Services Hulon Webb, Interim Executive Director of Development and Infrastructure Services David Soto, Planning Manager Dan Baker, Parks and Recreation Director Jessika Hotchkin, Help Desk Technician I Todd Rice, Communications Manager Brady Cudd, Building Official Doug Kowalski, Police Chief Scott Brewer, Assistant Police Chief Invocation, Pledge of Allegiance and Pledge to the Texas Flag. Jim Lugar with Life Journey Church led the invocation. The Pledge of Allegiance and the Pledge to the Texas Flag were recited. An nouncements of recent and upcoming events. Councilmember Kern made the following announcements: A reminder that Town Hall Offices will be closed on Thursday, November 24 and Friday, November 25 for the Thanksgiving Holiday. Due to the holiday, residents whose trash service falls on Thursday or Friday will be delayed by one day. The special bulk drop off location at Public Works will also be closed on Saturday, November 26. The Prosper Community Library will close at 5:00 p.m. on Wednesday, November 23 and be closed on Thursday, November 24 thru Saturday, November 26 for the Thanksgiving Holiday. Prosper residents and businesses may now sign up to patriciate in the annual Light the Night decorating contest sponsored by CoServ. Contest winners in several categories will receive a MINUTES Prosper Town Council Meeting Council Chambers Prosper Town Hall 250 W. First Street, Prosper, Texas Tuesday, November 8, 2022 Page 8 Item 3. Page 2 of 5 yard sign, gift card, and social media recognition. Deadline to enter is Sunday, December 11 with judging to take place on Wednesday, December 14. Visit prosperchristmas.org to enter. The Prosper annual Christmas Festival will take place on Saturday, December 3 at Prosper Town Hall. Come experience the magic of Santa Claus in his Workshop, the Kids Christmas Shoppe, dazzling exhibits, Kids Fun Zone, Community Stage performances, carriage rides, live demonstrations, and food truck vendors. Also, don’t miss out on the Prosper Rotary Club Christmas Parade at 2:30 p.m., and the Tree Lighting at 7:00 p.m. followed by fireworks. The festival is free of charge. For more information visit www.prosperchristmas.org. The Prosper Ladies Association is excited to sponsor their annual Prosper Christmas Angel Program. A Christmas Angel Tree is located in the lobby of Town Hall. Please consider taking a Wish Tag from the tree and scan the QR code to help a Prosper ISD child or a senior citizen have a Merry Christmas. Gift drop-off dates are December 5th thru 7th between the hours of 9 to 11 a.m. and 4 to 7 p.m. More information is available at www.prosperchristmasangels.com. Mayor Bristol thanked the Parks and Recreation Department for their work on the Veteran’s Honor Walls ceremony and the Veteran’s 5K Fun Run. Presentations. 1. Proclamation recognizing December 2, 2022, as Salvation Army Red Kettle Campaign Day. (MLS) Mayor Bristol read and presented a Proclamation Lt. Cristina Drozdovschi and representatives from the Salvation Army. 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 November 8, 2022, Town Council Work Session meeting. (MLS) 3. Consider and act upon the minutes of the November 8, 2022, Town Council meeting. (MLS) 4. Consider and act upon approval of the Buy Board Contract for pour-in-place surfacing installation for Windsong Park from Child’s Play, Inc., through the Texas Local Government Purchasing Cooperative; and authorizing the Interim Town Manager to execute documents for the same. (PN) 5. Consider and act upon approving a Subscription Agreement by and between SmartForce Technologies, Inc. and the Town of Prosper for the integration of the SmartForce with ICS RMS system; and authorizing the Interim Town Manager to execute documents for the same. (DK) 6. Consider and act upon approving a Consulting Services Agreement by and between Santos & Santos Ph.D., Inc., and the Town of Prosper for the implementation of a stratified policing model; and authorizing the Interim Town Manager to execute documents for the same. (DK) Page 9 Item 3. Page 3 of 5 7. Consider authorizing the Interim Town Manager to execute a one-year renewal of the Professional Services Agreement between Valley View Consulting, L.L.C., and the Town of Prosper, Texas, related to Investment Advisory services. (RBS) 8. Consider and act upon approval of Rutherford Park Plan. (RKP) 9. Consider and act upon whether to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department, pursuant to Chapter 4, Section 1.5(C)(7) and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding action taken by the Planning & Zoning Commission on any Site Plans and Preliminary Site Plans, including PISD Golf Building. (DS) Mayor Pro-Tem Hodges made a motion to approve consent agenda items 2 through 9. Councilmember Ray seconded that motion, and the motion was unanimously approved. CITIZEN COMMENTS Mayor Bristol read the following into the record: Avani Parihar, 3781 Pepper Grass Lane, requested a crosswalk at the intersection of Teal and Pepper Grass Lane so that the kids who attend Rushing Middle School can cross safely. Items for Individual Consideration: 10. Conduct a public hearing and consider and act upon a request to rezone 0.36± acres from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northeast corner of First Street and Parvin Street. (Z22-0016). (DS) Mr. Soto stated the rezoning request is considered a straight zoning. The applicant would be required to do a Site Plan, which would follow all Town regulations. The subject location currently has an existing house, which will be converted into an office. The Future Land Use Plan within the Comprehensive Plan supports the request. Staff recommends approval. The Town Council discussed if there were any concerns voiced by the Planning and Zoning Commission, if right-of-way was considered for the future widening of First Street, and parking. Mr. Soto commented that the Planning and Zoning Commission did not have any concerns, the right-of-way would be addressed at a later date as development occurs, and the parking meets the minimum parking requirements. Mayor Bristol opened the public hearing. No comments were made. Mayor Bristol closed the public hearing. Councilmember Ray made a motion to approve a request to rezone 0.36± acres from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northeast corner of First Street and Parvin Street. (Z22-0016). Councilmember Cotten seconded that motion, and the motion was unanimously approved. 11. Consider and act upon authorizing the Interim Town Manager to execute a Standard Form of Agreement between the Town and Dean Electric, Inc., dba Dean Construction, related to Construction Manager-At -Risk services for Raymond Community Park Page 3 of 3 Phase 1 Project; and an Addendum to Page 10 Item 3. Page 4 of 5 the Standard Form of Agreement between the Town and the Construction Manager-At -Risk; consider and act upon rejecting all bids in the event an agreement is not reached with the first-ranked contractor; and any other actions incident and related thereto. (PN) Mayor Bristol left the dais. Mr. Baker stated that staff was asked to negotiate a price and come back to the Council. Mr. Baker noted that Dean Electric agreed to a lower price with still being able to fulfill all other obligations. The Town Council thanked the vendor and staff for their efforts. Councilmember Ray made a motion to approve authorizing the Interim Town Manager to execute a Standard Form of Agreement between the Town and Dean Electric, Inc., dba Dean Construction, related to Construction Manager-At-Risk services for Raymond Community Park Page 3 of 3 Phase 1 Project: and an Addendum to the Standard Form of Agreement between the Town and the Construction Manager-At- Risk. Councilmember Cotten seconded that motion, and the motion was unanimously approved. Mayor Bristol returned to the dais. 12. Consider and act upon the creation and appointment of members to a Capital Improvements Subcommittee. (RKP) Mr. Patterson stated the Town Council discussed the option of having a subcommittee to assist with the prioritization process of Capital Improvements. The subcommittee would function in the same manner as current subcommittees and consist of three Councilmembers and supported by selected staff. Mayor Bristol stated he would accept a motion to create the subcommittee as outlined in the staff report with the nomination of Mayor Pro-Tem Jeff Hodges, Councilmember Bartley, and Councilmember Cotten. Moved by Councilmember Kern. Deputy Mayor Pro-Tem Andres seconded that motion, and the motion as unanimously approved. Possibly direct Town staff to schedule topic(s) for discussion at a future meeting. Councilmember Cotten requested for the Finance Subcommittee to discuss the bid process and evaluation matrix. Mayor Pro-Tem Hodges noted he received an email from a citizen asking if there’s anything the Town can do about trash and debris in the road. Councilmember Ray noted his thanks to the Police Department for the patrolling on the westside of Town, and to consider policing on motorcycles as a future topic. 13. Discussion on Irrigation Ordinance. (BC) Mr. Cudd provided a recap of the current ordinance and changes that were made when adopted. He also specified the requirements that will be included within the upcoming ordinance amendment required for the Town to come into compliance with TCEQ. Page 11 Item 3. Page 5 of 5 The Town Council discussed how many residents would be affected, costs associated with annual testing of backflow devices, and on-site maintenance. EXECUTIVE SESSION: Recess into Closed Session in compliance with Section 551.001 et seq. Texas Government Code, as authorized by the Texas Open Meetings Act, to deliberate regarding: Section 551.087 – To discuss and consider economic development incentives and all matters incident and related thereto. Section 551.072 – To discuss and consider purchase, exchange, lease or value of real property for municipal purposes and all matters incident and related thereto. Section 551.074 – To discuss and consider personnel matters, including Town Manager search and selection process, and all matters incident and related thereto. Section 551.089 - Deliberation of security information collected, assembled, or maintained by or for a governmental entity to prevent, detect or investigate criminal activity, pursuant to Section 2059.055 of the Texas Government Code, and all matters incident and related thereto. Section 551.071 - To consult with the Town Attorney regarding legal issues associated with a Municipal Court prosecution matter and all matters incident and related thereto. The Town Council recessed into Executive Session at 6:50 p.m. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. The Town Council reconvened into Regular Session at 8:22 p.m. No action was taken. Adjourn. The meeting was adjourned at 8:22 p.m. These minutes approved on the 13th day of December 2022. APPROVED: David F. Bristol, Mayor ATTEST: Michelle Lewis Sirianni, Town Secretary Page 12 Item 3. Page 1 of 2 ] Prosper is a place where everyone matters. Call to Order/ Roll Call. The meeting was called to order at 8:00 a.m. Council Members Present: Mayor David F. Bristol Mayor Pro-Tem Jeff Hodges Deputy Mayor Pro-Tem Craig Andres Councilmember Marcus E. Ray Councilmember Amy Bartley Councilmember Chris Kern Councilmember Charles Cotten Staff Members Present: Ron K. Patterson, Interim Town Manager Michelle Lewis Sirianni, Town Secretary EXECUTIVE SESSION: Recess into Closed Session in compliance with Section 551.001 et seq. Texas Government Code, as authorized by the Texas Open Meetings Act, to deliberate regarding: Section 551.074 – To discuss and consider personnel matters, including Town Manager search and selection process, and all matters incident and related thereto. The Town Council recessed into Executive Session at 8:01 a.m. Reconvene in Regular Session and take any action necessary as a result of the Closed Session. The Town Council reconvened into Regular Session at 9:51 a.m. No action was taken. Adjourn. The meeting was adjourned at 9:51 a.m. These minutes approved on the 13th day of December 2022. APPROVED: David F. Bristol, Mayor MINUTES Prosper Town Council Work Session Prosper Town Hall – Council Chambers 250 W. First Street, Prosper, Texas Friday, December 2, 2022 Page 13 Item 4. Page 2 of 2 ATTEST: Michelle Lewis Sirianni, Town Secretary Page 14 Item 4. Page 1 of 1 To: Mayor and Town Council From: Chris Landrum, Finance Director Through: Ron K. Patterson, Interim Town Manager Bob Scott, Executive Director of Administrative Services Re: Quarterly Investment Report for September 30, 2022 Town Council Meeting – December 13, 2022 Agenda Item: Receive the Quarterly Investment Report for September 30, 2022. (CL) Description of Agenda Item: As required by the Public Funds Investment Act, staff is required to report activities of its cash and investment holdings on a quarterly basis. Information as required by the act includes investment results for the quarter, economic summary and investment strategy, investment holdings and book vs. market comparisons. Budget Impact: N/A Legal Obligations and Review: N/A Attached Documents: 1. Quarterly Investment Report Prosper is a place where everyone matters. FINANCE DEPARTMENT Page 15 Item 5. Page 16 Item 5. Page 17 Item 5. Page 18 Item 5. Page 19 Item 5. Page 20 Item 5. Page 21 Item 5. Page 22 Item 5. Page 23 Item 5. Page 24 Item 5. Page 25 Item 5. Page 26 Item 5. Page 27 Item 5. Page 1 of 2 To: Mayor and Town Council From: Leigh Johnson, Director of Information Technology Through: Ron K. Patterson, Interim Town Manager Re: IT Open Purchase Orders Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon approval of various annual maintenance, repair, and operational open purchase orders for the Information Technology Department during FY 2023. Description of Agenda Item: In order to conform with State purchasing law and best practices, the Purchasing Division has asked the Information Technology Department to annually request Council approval of various open or blanket purchase orders for routine maintenance, repair, and operational items. These items are considered routine in nature and occur each year. This includes renewal of annual contracts bid out by the Town, cooperative/interlocal agreements, and sole source items. Each purchase order requested meets all aspects of State purchasing laws as well as Town purchasing procedures. At this time, the Information Technology Department is requesting approval of the following items: Cooperative Description Vendor Amount DIR-TSO-4092 Software license renewals and various hardware SHI $250,000.00 DIR-TSO-3763 Dell computer and network hardware Centre $250,000.00 Omnia # MA3457 Incidental items for IT and other departments Amazon $125,000.00 Sourcewell 081419-CDW Computer hardware and accessories CDW -G $100,000.00 Budget Impact: Funding is available through the FY 2023 operating budget. Legal Obligations and Review: This item does not require legal review. Attached Documents: 1. SHI Government Solutions Contract Information 2. Centre Technologies, Inc. Contract Information Prosper is a place where everyone matters. INFORMATION TECHNOLOGY Page 28 Item 6. Page 2 of 2 3. Omnia Partners Contract Information 4. Sourcewell Contract Information Town Staff Recommendation: Town staff recommends approval of various annual maintenance, repair, and operational open purchase orders for the Information Technology Department during FY 2023. Proposed Motion: I move to approve various annual maintenance, repair, and operational open purchase orders for the Information Technology Department during FY 2023. Page 29 Item 6. Page 30 Item 6. Page 31 Item 6. Page 32 Item 6. Page 33 Item 6. Page 34 Item 6. Page 35 Item 6. Page 36 Item 6. Page 37 Item 6. Page 38 Item 6. Page 39 Item 6. Page 40 Item 6. Page 41 Item 6. Page 42 Item 6. Page 43 Item 6. Page 44 Item 6. Page 45 Item 6. Page 1 of 2 To: Mayor and Town Council From: Leigh Johnson, Director of Information Technology Through: Ron K. Patterson, Interim Town Manager Re: Annual Software Assurance Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon approving the expenditure for annual software assurance of the Town’s computer aided dispatch and record management systems for Public Safety, from Integrated Computer Systems, Inc., a sole source provider. Description of Agenda Item: On or about May 26, 2009, the Town Council approved Resolution No. 09-065 to execute a service agreement between the Town and Integrated Computer Systems, Inc., for the purpose of providing computer aided dispatch and record management systems, in order to provide effective and efficient dispatch services to residents. This contract auto-renews on October 1 of each year upon payment of the invoice. This purchase falls within the definition of a procurement that is available from only one source (Chapter 252 of the Local Government Code) and is exempt from competitive bidding requirements. Integrated Computer Systems, Inc., is the sole manufacturer and provider of their specialized hardware and software products. Budget Impact: The amount of this renewal is $101,712.94. This is a budgeted item and will be funded from Information Technology account 100-5419-10-05 (IT Licenses). Subsequent annual expenditures will be subject to appropriations granted in future fiscal years. Legal Obligations and Review: This item does not require legal review. Attached Documents: 1. Annual Renewal Invoice Prosper is a place where everyone matters. INFORMATION TECHNOLOGY Page 46 Item 7. Page 2 of 2 Town Staff Recommendation: Town staff recommends approval of the expenditure for annual software assurance of the Town’s computer aided dispatch and record management systems for Public Safety, from Integrated Computer Systems, Inc., a sole source provider. Proposed Motion: I move to approve the expenditure for annual software assurance of the Town’s computer aided dispatch and record management systems for Public Safety, from Integrated Computer Systems, Inc., a sole source provider. Page 47 Item 7. INVOICEIntegrated Computer Systems 3499 FM 1461 McKinney, TX 75071 214.544.0022 Invoice No.Date ICSI2431 Sep 7, 2022 Bill To:Contact/Location: Town of Prosper Prosper Police Dept.Attn: Accounts Payable Roxanna Johnson P.O. Box 307 Prosper, TX 75078 PO Box 307 Prosper, TX 75078 972.569.1017 accounts_payable@prospertx.gov Roxanna_Johnson@prospertx.gov ANNUAL SOFTWARE ASSURANCE Period Covered P.O. Number Consultant E-mail Terms 10/1/2022 -9/30/2023 kyle@icspublicsafety.com Net 30 Product Number and Description Qty Amount SAP-CAD 1 $10,959.27Renewal for three (3) CAD software licenses including advanced maps, paging, ProQA, 911, and TLETS. SAP-LAW 1 $14,115.19Renewal for twenty (20) Law records licenses for arrest, incident, calls for service, and master indexes. One (1) license for alarm maintenance and one (1) for property room. SAP-MDC 1 $28,398.47Renewal for twenty-one (21) MDC software licenses with advanced mapping for police (12), fire (8), and courts (1). SAP-INT 1 $11,363.20Renewal for Gateway and Interface licenses for Emerigidata and USDD SAP-INT 1 $2,585.39Renewal for Brazos interface license for handhelds CAD-STAT-WEB 1 $409.78(5) W eb-based status monitor licenses for the display of resources and calls. SAP-INT 1 $245.86PRO-QA Medical Interface SAP-CAD 1 $409.78Renewal to allow the setup, test and maintenance of geofiles, running orders, units, and other tables, for the efficient use of CAD. Additional purcha SAP for Add-on purchases Invoice ICSI2310: SAP-CAD 1 $2,700.00Software Assurance Program Renewal for CAD Upon approval by your agency, this document will become a SOFTW ARE LICENSE ADDENDUM to the original agreemnt entered into by and between Integrated Computer Systems Inc., located at 3499 FM 1461, McKinney, Texas 75071, hereafter referred to as ICS; and your agency hereinafter referred to as LICENSEE. ICS and LICENSEE have previously entered into an agreement entitled "GENERAL TERMS AND CONDITIONS" hereinafter referred to as the Agreement. Pursuant to the Agreement, incorporated herein by reference for all purposes, and the terms and conditions of this Addendum, LICENSEE agrees to License the itemized software products from ICS. 09/07/22 16:45:55 Page 48 Item 7. Product Number and Description Qty Amount SAP-MDC 1 $24,957.00Software Assurance Program Renewal for Mobile Data Clients SAP-LAW 1 $5,569.00Software Assurance Program Renewal for Law records Amount Due $101,712.94 Upon approval by your agency, this document will become a SOFTW ARE LICENSE ADDENDUM to the original agreemnt entered into by and between Integrated Computer Systems Inc., located at 3499 FM 1461, McKinney, Texas 75071, hereafter referred to as ICS; and your agency hereinafter referred to as LICENSEE. ICS and LICENSEE have previously entered into an agreement entitled "GENERAL TERMS AND CONDITIONS" hereinafter referred to as the Agreement. Pursuant to the Agreement, incorporated herein by reference for all purposes, and the terms and conditions of this Addendum, LICENSEE agrees to License the itemized software products from ICS. 09/07/22 16:45:55 Page 49 Item 7. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., Interim Executive Director of Development and Infrastructure Services Through: Re: Ron K. Patterson, Interim Town Manager First Street (Coit – Custer): Change Order Number 01 Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon approving Change Order Number 01 for CSP 2022-48-B to Mario Sinacola & Sons Excavating, Inc., related to construction services for the First Street (Coit-Custer) 4 Lane project (CIP No. 2014-ST); and authorizing the Interim Town Manager to execute Change Order Number 01 for same. Description of Agenda Item: Town Council authorized a construction contract with Mario Sinacola & Sons Excavating, Inc., at the September 13, 2022, Town Council meeting in the amount of $22,412,429.35. The project consists of all work needed for construction of four lanes of concrete roadway, underground storm drainage system, bridge construction, concrete trails, pedestrian trail tunnel, and related grading and utility improvements along First Street between Coit Road and Custer Road. With the acceleration of the opening of High School No. 3 (Walnut Grove High School) from the 2024-2025 school year to the 2023-2024 school year, staff met with representatives from Mario Sinacola & Sons Excavating, Inc. to evaluate options to also accelerate sections of the construction that would address high-capacity areas in a cost-effective manner. Change Order Number 01 accounts for the acceleration of construction of two (2) sections to the ultimate condition. Section 1 extends from Coit Road to the western property line of the Greenspoint development. Section 2 extends from Custer Road past the western most driveway into Founders Academy. Both sections will also include any related right turn lanes, deceleration lanes, left turn lanes, and median openings intended to be constructed with the project. Budget Impact: The cost for Change Order Number 01 is $250,000. The total cost for the construction of the First Street (Coit Rd-Custer) 4 Lane project, including Change Order Number 01 is $22,662,429.35. The $250,000 funding will come through the PISD indirectly as part of their existing Escrow Agreement for the First Street improvements they are paying for in front of Walnut Grove High School. The Escrow Agreement contained an estimate of $1,149,500 for PISD costs, so when Prosper is a place where everyone matters. ENGINEERING SERVICES Page 50 Item 8. Page 2 of 2 Council awarded the contract to Mario Sinacola, the budget included $1,149,500 from PISD. However, the Escrow Agreement requires the PISD to pay actual design and construction costs, which based on the final Sinacola contract amount awarded, the total the PISD would owe is approximately $1,860,000. Since the PISD utilizes the same design engineer for the First Street project for their school infrastructure projects, the PISD will be paying the actual costs associated with the surveying/design directly to the design engineer, resulting in the amount the PISD will pay the Town being $1,735,797. This is $586,297, more than originally budgeted. The current construction budget for the project is $23,400,000. The funding source is Account No. 750-6610- 10-00-2014-ST. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard change order form as to form and legality. Attached Documents: 1. Change Order Number 01 2. Location Map – 2 pages Town Staff Recommendation: Town staff recommends that the Town Council approve Change Order Number 01 for CSP 2022- 48-B to Mario Sinacola & Sons Excavating, Inc., related to construction services for the First Street (Coit-Custer) 4 Lane project (CIP No. 2014-ST); and authorizing the Interim Town Manager to execute Change Order Number 01 for same. Proposed Motion: I move to approve Change Order Number 01 for CSP 2022-48-B to Mario Sinacola & Sons Excavating, Inc., related to construction services for the First Street (Coit-Custer) 4 Lane project (CIP No. 2014-ST); and authorizing the Interim Town Manager to execute Change Order Number 01 for same. Page 51 Item 8. Page 52Item 8. Section 1($100,000) First Street (Coit Road to Greenspoint)Page 53Item 8. Section 2($150,000) First Street (Custer Road to Founders Academy)Page 54Item 8. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., Interim Executive Director of Development and Infrastructure Services Through: Ron K. Patterson, Interim Town Manager Re: Preston Road/Prosper Trail and Coit/US 380 Dual Left Turns Agreement Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon authorizing the Interim Town Manager to execute a Professional Engineering Services Agreement between Lockwood, Andrews & Newnam, Inc., and the Town of Prosper, Texas, related to the design of the Preston Road/Prosper Trail Dual Left Turns and Coit Road/US 380 Dual Left Turns projects. Description of Agenda Item: The services associated with this agreement are for the design of additional left-turn lanes in both directions (eastbound and westbound) of Prosper Trail at the intersection with Preston Road (SH 289) and for the additional left-turn lane in the southbound direction of Coit Road at the intersection with University Drive (US 380). The project will include pavement, grading, modification to existing traffic signals, striping and signage, and restoring vegetation and irrigation after construction. The Town of Prosper received approval of a grant from the North Central Texas Council of Governments (NCTCOG) for the design and construction of additional left-turns at the intersection of First Street with Preston Road (SH 289). Upon completion of the required agreement for the grant funding, the Town will be able to process a design contract amendment with Lockwood, Andrews & Newman, Inc., to add the design and construction of the First Street additional left- turns to this project. Staff anticipates receiving the grant funding agreement in Spring 2023. At the April 9, 2019, Town Council meeting, the Town Council approved a list of qualified engineering firms, which included services for roadway engineering design. Lockwood, Andrews & Newnam, Inc., is included on the approved list. Budget Impact: The cost for the designs is $218,946. Of the total, $50,000 is budgeted in Account No. 750-5410- 10-00-2207-ST and $168,946 is budgeted in Account No. 750-5410-10-00-2121-ST. Prosper is a place where everyone matters. ENGINEERING SERVICES Page 55 Item 9. Page 2 of 2 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 Engineering Services Agreement 2. Location Map Town Staff Recommendation: Town staff recommends that the Town Council authorize the Interim Town Manager to execute a Professional Engineering Services Agreement between Lockwood, Andrews & Newnam, Inc., and the Town of Prosper, Texas, related to the design of the Preston Road/Prosper Trail Dual Left Turns and Coit Road/US 380 Dual Left Turns projects. Proposed Motion: I move to authorize the Interim Town Manager to execute a Professional Engineering Services Agreement between Lockwood, Andrews & Newnam, Inc., and the Town of Prosper, Texas, related to the Preston Road/Prosper Trail Dual Left Turns and Coit Road/US 380 Dual Left Turns projects. Page 56 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND LOCKWOOD, ANDREWS & NEWNAM, INC. FOR THE PRESTON ROAD/PROSPER TRAIL DUAL LEFT TURNS (2121-ST) AND COIT ROAD/US 380 SB DUAL LEFT TURNS (2207-ST) This Agreement for Professional Engineering Services, hereinafter called “Agreement,” is entered into by the Town of Prosper, Texas, a municipal corporation, duly authorized to act by the Town Council of said Town, hereinafter called “Town,” and Lockwood, Andrews & Newnam, Inc., a company authorized to do business in Texas, acting through a duly authorized officer, hereinafter called “Consultant,” relative to Consultant providing professional engineering services to Town. Town and Consultant when mentioned collectively shall be referred to as the “Parties.” W I T N E S S E T H: WHEREAS, Town desires to obtain professional engineering services in connection with the PRESTON ROAD/PROSPER TRAIL DUAL LEFT TURNS (2121-ST) AND COIT ROAD/US 380 SB DUAL LEFT TURNS (2207-ST), hereinafter called “Project”; For the mutual promises and benefits herein described, Town and Consultant agree as follows: 1. Term of Agreement. This Agreement shall become effective on the date of its execution by both Parties, and shall continue in effect thereafter until terminated as provided herein. 2. Services to be Performed by Consultant. The Parties agree that Consultant shall perform such services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care and skill ordinarily exercised under similar circumstances by competent members of their profession. In case of conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all Parties to this Agreement. 3. Prompt Performance by Consultant. Consultant shall perform all duties and services and make all decisions called for hereunder promptly and without unreasonable delay as is necessary to cause Consultant’s services hereunder to be timely and properly performed. Notwithstanding the foregoing, Consultant agrees to use diligent efforts to perform the services described herein and further defined in any specific task orders, in a manner consistent with these task orders; however, the Town understands and agrees that Consultant is retained to perform a professional service and such services must be bound, first and foremost, by the principles of sound professional judgment and reasonable diligence. 4. Compensation of Consultant. Town agrees to pay to Consultant for satisfactory completion of all services included in this Agreement a total fee of (a) Basic Service, on a lump sum basis in an amount not to exceed One Hundred Fifty-Nine Thousand Two Hundred Twenty-One dollars ($159,221); (b) for Special Services, on cost- plus basis in an amount not to exceed Fifty-Nine Thousand Seven Hundred Twenty-Five dollars ($59,725) for the Project as set forth and described in Exhibit B - Compensation Schedule and incorporated herein as if written word for word. Lump sum fees shall be billed monthly based on the percentage of completion. Hourly not to exceed fees shall be billed monthly based on hours of work that have been completed. Direct Costs for expenses such as mileage, copies, scans, sub-consultants, and similar costs are included in fees and shall be billed as completed. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 1 OF 16 Page 57 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 2 OF 16 Consultant agrees to submit statements to Town for professional services no more than once per month. These statements will be based upon Consultant's actual services performed and reimbursable expenses incurred, if any, and Town shall endeavor to make prompt payments. Each statement submitted by Consultant to Town shall be reasonably itemized to show the amount of work performed during that period. If Town fails to pay Consultant within sixty (60) calendar days of the receipt of Consultant's invoice, Consultant may, after giving ten (10) days written 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. Consultant shall retain Ownership of all materials. 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, REPRESENTATIVES, EMPLOYEES AND INVITEES FROM AND AGAINST LIABILITY, CLAIMS, SUITS, 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. Page 58 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 3 OF 16 IN THE EVENT THAT TOWN AND CONSULTANT ARE CONCURRENTLY NEGLIGENT, THE PARTIES AGREE THAT ALL LIABILITY SHALL BE CALCULATED ON A COMPARATIVE BASIS OF FAULT AND RESPONSIBILITY AND THAT NEITHER PARTY SHALL BE REQUIRED TO DEFEND OR INDEMNIFY THE OTHER PARTY FOR THAT PARTY’S NEGLIGENT OR INTENTIONAL ACTS, ERRORS OR OMISSIONS. 10. Notices. Any notices to be given hereunder by either Party to the other may be affected either by personal delivery, in writing, or by registered or certified mail to the following addresses: Lockwood, Andrews & Newnam, Inc. Justin C. Reeves, Vice President 1300 Summit Avenue, Ste. 300 Fort Worth, Texas 76102 JReeves@LAN-inc.com Town of Prosper Ron K. Patterson, Interim Town Manager PO Box 307 Prosper, TX 75078 rpatterson@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 Page 59 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 4 OF 16 such disagreement to non-binding mediation. Each Party shall bear its own costs. 18. Prevailing Party. In the event a Party initiates or defends any legal action or proceeding to enforce or interpret any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable costs and attorney’s fees (including its reasonable costs and attorney’s fees on any appeal). 19. “Anti-Israel Boycott” Provision. In accordance with Chapter 2270, Texas Government Code, a Texas governmental entity may not enter into a contract with a company for the provision of goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Chapter 2270 does not apply to a (1) a company that is a sole proprietorship; (2) a company that has fewer than ten (10) full-time employees; or (3) a contract that has a value of less than One Hundred Thousand Dollars ($100,000.00). Unless the company is not subject to Chapter 2270 for the reasons stated herein, the signatory executing this Agreement on behalf of the company verifies by its signature to this Agreement that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 20. Force Majeure. The Town agrees that the Consultant is not responsible for damages arising from any circumstances beyond the Consultant’s reasonable control. For purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions, natural disasters, fire or other acts of God; riots, war or other emergencies; failure of any governmental agency to act in timely manner; failure of performance by Town or the Town’s other consultants, it’s Contractor or any of their subcontractors; or discovery of any hazardous substances or differing and unforeseeable site conditions. 21. Mutual Waiver of Consequential Damages. In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages, or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever. 22.. Opinion of Probable Costs. Notwithstanding anything to the contrary, Consultant’s opinions of probable total project costs, construction costs, and/or estimates of quantities, if any, provided as part of the services under the Agreement are made on the basis of Consultant’s knowledge, experience and qualifications and represent Consultant’s judgment as an experienced professional. Consultant does not guarantee that proposals, bids, actual total project costs, total construction costs or quantity estimates will not vary from the opinions provided by Consultant. 23.. Construction Means, Methods and Safety. Consultant is not responsible for supervising, directing, controlling, or otherwise being in charge of the construction activities, means, methods or health or safety programs at the project site or in connection with the work; or supervising, directing, controlling, or otherwise being in charge of the actual work of the Construction Contractor, its sub-contractors, or other materialmen or service providers not engaged by Consultant. 24. Signatories. Town warrants and represents that the individual executing this Agreement on behalf of Town has full authority to execute this Agreement and bind Town to the same. Consultant warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Consultant to same. Page 60 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 5 OF 16 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____. Lockwood, Andrews & Newnam, Inc. By: Signature Printed Name Title Date TOWN OF PROSPER, TEXAS By: Signature Ron K. Patterson Printed Name Interim Town Manager Title Date Justin C. Reeves Vice President December 1, 2022 Page 61 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 6 OF 16 EXHIBIT A SCOPE OF SERVICES PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND LOCKWOOD, ANDREWS & NEWNAM, INC. FOR THE PRESTON ROAD/PROSPER TRAIL PROJECT (2121-ST) AND COIT ROAD/US 380 PROJECT (2207-ST) I. PROJECT DESCRIPTION This project includes the design of additional left-turn lanes in both directions (eastbound and westbound) of Prosper Trail at the intersection with Preston Road (SH 289) and for an additional left-turn lane in the southbound direction of Coit Road at the intersection with University Drive (US 380). The project will include pavement, grading, modification to existing traffic signals, striping and signage, and restoring vegetation and irrigation after construction. Assumptions 1. This project will not widen the existing roadway. All improvements will be limited to removing and reconfiguring existing medians. a. Prosper Trail: Existing 4-lane divided roadway with single left- and right-turn lanes at Preston Road. The existing lane widths are 12-foot thru lanes, 10-foot left-turn lanes, 11-foot for the right turn lanes, with an 8-foot median. This totals to a 77-foot road from outside curb to outside curb. The proposed lane dimensions will be 11-foot thru lanes, 10-foot dual left-turn lanes, 10.5-foot right-turn lane, with a 2.5-foot median equaling the existing 77-foot road dimension. b. Coit and 380: Existing 4-lane divided roadway with a widened median. Coit Road is planned to be expanded in the future to 6-lanes. This work location will add a new 10-foot left-turn lane within the existing widened median. This expansion will not widen the intersection to match the future 6-lane divided section with dual left turns. 2. The existing signal conduits and traffic signal controller have sufficient capacity to include new conductors and wires for additional turn-lane signals. 3. The existing traffic signal arms at Prosper Trail and Coit have sufficient length for appropriate placement signal heads. 4. Prosper Trail’s 5-face permissive/protective left turn signal will be replaced with a 4-face protective only left turn signal. 5. An additional left turn signal head will be provided at the Coit intersection. 6. Drainage facilities will not be altered by this project. 7. TxDOT will not require site specific traffic control for Preston Road (SH 289) and US 380. 8. Median trees and the landscape area adjacent to the Coit project area will be removed with this project and not be replaced. The Contractor will be responsible for adjusting the irrigation at this location during construction. II. TASK SUMMARY Task 1 - Project Management and Coordination. a. Attend one (1) meeting with the Town of Prosper project manager to conduct an on-site review and walk through. b. Obtain, review and distribute design criteria, pertinent utility plans, street plans, plats and right-of-way maps, existing easement information, and other information available for the project area. c. Prepare written progress reports to be submitted with monthly pay requests. The Consultant’s written Page 62 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 7 OF 16 progress report shall describe activities during the reporting period; activities planned for the following period; problems encountered and actions taken to remedy them; and overall status, including a percent complete by task. d. Develop and maintain a detailed project schedule to track project conformance to Exhibit B, Work Schedule. The schedule submittal shall be a hard copy and electronic format. Schedule submittals are required at the start of the project and any time the schedule is revised for design or review purposes. Task 2 - Survey Services (Prosper Trail/Preston) and Task 3 - Survey Services (Coit/US 380). The Consultant shall provide surveying services. The following particulars will also apply. (1) Vertical benchmarks shall be established such that all points of construction shall be within 500 feet of a benchmark. Benchmarks should not be subject to loss during construction and shall be tied the Town’s benchmarks. Fire hydrants and similar appurtenances are not to be used for benchmarks. The surveyor shall establish temporary benchmarks throughout the length of the project. Topographic features will be surveyed along with any and all other features needed for design, review, permitting, construction, and inspection of the project. Coverage will extend beyond the proposed rights-of- way far enough to integrate the design with the adjacent properties. Quality Level “C” and “D” Subsurface Utility Engineering: 1. Investigate utility systems shown on the record drawings that are included within the project site. Visible surface features and appurtenances of the subsurface utilities found within the project site shall be evaluated. 2. Prepare documentation of the utilities encountered and marked, including their general location, orientation, type & size. Existing property corners, iron pins, etc. shall be tied in order to establish existing rights-of-way. Access private property is not anticipated due to utilization of LiDAR scanners. If access is required, then the surveyor shall secure written permission from the property owners and/or tenant and shall provide the Town a copy of said written permission. Should only oral permission be granted, the surveyor shall document the permission granted by letter to the property owner/tenant, with a copy to the Town. If permission cannot be obtained, the Town will assist, or other arrangements will be worked out. Construction control survey and staking is excluded. Refer to Attachment A.1 for detailed survey scope of work. Task 4 - Prosper Trail/Preston Concept Design and Task 5 - Coit/US 380 Concept Design. a. The Consultant will review record drawings and topographic survey, prepare base maps of existing features, re-establish the roadway centerline to be used as horizontal control line, and prepare a conceptual layout of the proposed pavement limits based on a proposed typical section. The consultant will provide turn-lane and transition lengths, curb line radii, thru lane and median dimensions, and limits of re-striping. Curb line geometry will not be tied to the centerline at this design stage. The Consultant will provide large format plots of a sufficient scale to review the concept design and base maps; one plot per intersection. b. A design charette and project walk thru with Town staff will be conducted upon completion of Tasks 2.a and 3.a. c. Concept layout will be revised and resubmitted, if necessary, to the Town for approval prior to proceeding to final design. d. Refer to III. DELIVERABLES. e. Exclusions: i. Public Meetings Page 63 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 8 OF 16 ii. Town Council Coordination and Meetings Task 6 - TXDOT Coordination. a. The Town will submit preliminary construction plans to TxDOT for review and comment. The Consultant will provide a recording and a response for each comment. b. Exclusions: i. Meetings or direct coordination with TXDOT Task 7 - Prosper Trail/Preston Final Design and Task 8 - Coit/US 380 Final Design. a. The Consultant will develop construction drawings for review by the Town and TxDOT. In general, construction plans shall be consistent with standard of care for projects of this nature. The construction plans will be developed on 22”x34” sheets that are formatting to be reproduced at half-scale (11”x17”). The construction plans will consist of numbered sheets ordered as follows: i. Cover Sheet and Sheet Index: The cover sheet shall include a location map. Additionally, the cover sheet shall show the project name, project number, date, Town logo, Consultant’s name, address, and telephone number and other items as may be specified. Following the title sheet shall be a sheet index with drawings numbered consecutively. ii. Town Standard General Notes: The Town Standard General Notes will be reviewed an appended to conform to the project scope of work. iii. Project Layout Sheet: The project layout sheet(s) will be drawn to a scale of 1” = 50’ and laid out with the north arrow up or to the right. The purpose of the project layout is to depict the project in a simplified view. Major items of work will be shown with minimal detail. Survey control points and centerline alignment data shall be shown. iv. Quantity Summary Sheet: The Quantity Summary Sheet will provide a list of all the pay items and estimated quantities in the contract. v. Traffic Control Narrative: A narrative will be prepared by the Consultant outlining allowed lane closures, advanced warning requirements, and references to standard TxDOT traffic control layouts. Construction phasing and detailed traffic control for this project is dependent on the Contractor’s means and methods. vi. Typical Sections: Typical sections shall be drawn to scales of 1” = 5’ horizontal and 1” = 2’ vertical and shall depict a view looking north or east. Typical sections will be drawn showing the relationship of the existing and proposed improvements. Typical sections will include existing roadways, right-of- way lines, etc., along with proposed improvements and will depict significant items of work. Assumption - Proposed pavement depths will match existing record drawings. Treated subgrade will be replaced on a 1:1 basis with TxDOT Type A/B (item 247) flex base. vii. Pavement Plans: Plan sheets will be arranged from south to north and from west to east, with the north arrow up or to the right on the sheet. Plan sheets will be drawn to a scale of 1” = 20’ horizontal. Stationing will be from south to north and/or west to east or consistent with stationing established in record drawings, where appropriate. Each plan sheet will include no more than 1000 feet of street (double-stacked plan views); thus, leaving ample margins both left and right. The proposed centerline will be drawn parallel to sheet border. Plan sheets shall depict existing and proposed items pertinent to the project, including curb line geometry and pavement types (e.g., street pavement, and stamped median pavement). Spot elevations and slope requirements will be used in lieu of paving profiles for vertical control. viii. Traffic Signal Modification Plans: The Consultant will prepare signal summary sheets, signal modification layouts, and signal charts for the reconfiguration of existing signal heads and additional signage required for the dual left-turn lane. This assumes the existing signal mast-arms have sufficient length for appropriate placement of left-turn signals. See special services Task 12 for partial signal demolition and reconstruction (if necessary). Page 64 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 9 OF 16 ix. Irrigation Modification Plans: The Consultant will prepare irrigation modifications plans to relocate service and controller location and adjust existing zones for the medians along Prosper Trail east of Preston Road. All other existing irrigation will be capped and abandoned/removed from the project area. x. Detail Sheets xi. Miscellaneous including erosion control and removals. xii. Generic Sheet List: a. Cover Sheet b. Sheet Index and Legend c. Town Standard General Notes d. Quantity Summary Sheet e. Traffic Control Narrative and TxDOT Standard TCP Details f. Typical Paving Sections g. Project Layout Sheets h. Removal Plan i. Paving Plan j. Town of Prosper Pavement Standard Details k. Pavement Markings and Signage Plans and Details l. Traffic Signal Modification Plans and Details m. Irrigation Modification Plans and Details xiii. Specifications: The Town will prepare a project manual and technical specifications required for bidding and constructing the project. The Town will provide pay items and pay item descriptions to the Consultant for preparation of estimates. b. Estimates: Engineer’s Opinion of Probable Construction Cost (OPCC) will be developed for each submittal. c. Town review comments will be logged and incorporated as necessary. d. Refer to III. DELIVERABLES. e. Exclusions: i. Public Meetings ii. Town Council Coordination and Meetings Task 9 – Prosper Trail and Preston Traffic Signal Modifications. a. The Consultant Prepare signal design sheets using that include pole locations, controller location, ground boxes, conduit runs, wiring table, vehicle detector locations, signal head designations, pavement markings, signal signing, curb ramps, visible utilities, communication equipment, and power source. b. Prepare General Specifications, Standard Details for Traffic Signals, Traffic Signal General Notes that meet traffic signal design guidelines and preferences as determined by the Town, TxDOT, vendor, or other widely available standard details c. Refer to III. DELIVERABLES. Task 10 – Bid & Construction Phase Services. During the bidding phase, the Town will prepare bid documents and advertise the project for bid, issue addenda and tabulate bids. a. Provide responses to questions submitted during bidding process (up to 10). b. Attend pre-bid meeting, if required. c. Prepare and provide the Town with two (2) addenda to bid documents. d. Prepare conformed documents as necessary. e. Attend a pre-construction meeting. f. Prepare plan and quantity revisions to process change orders as directed by Town staff. g. Refer to III. DELIVERABLES. Page 65 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 10 OF 16 f. Exclusions: i. Public Meetings. ii. Town Council Coordination and Meetings. iii. Assisting the Town in advertising for bids. iv. Assisting the Town in interpreting bid documents. v. Evaluation of bidders and preparation of letter of recommendation. vi. Construction observation site visits. vii. Review of shop drawings and contractor submittals. viii. Review of laboratory test reports on materials and equipment. ix. Attendance at final walk through and preparation of punch lists. Task 11 – Record Drawings. a. Prepare construction “Record Drawings” updating the project plans to reflect any field changes or plan revisions. Record drawings shall be delivered in a digital format. The drawings shall be 22” x 34” in size and shall bear “Record Drawing” stamp and the seal and signature of the Engineer along with the date. The drawings shall be produced 1 to 1 as Group 4 TIF files at a minimum resolution of 200 dots per inch and a maximum resolution of 400 dots per inch. The TIF files shall be legible and shall include any post processing that may be required to enhance image quality (i.e., de-speckling, de-shading, de-skewing, etc.). Each file shall be named in numeric order. Digital design files of the “Record Drawings” shall be submitted either Autodesk Civil 3D (.dwg) or Bentley (.dgn) format. Digital design files shall be complete and not stripped or purged of any design data or styles. b. Refer to III. DELIVERABLES. III. DELIVERABLES Task 1 - Project Management and Coordination Monthly status reports Task 2 - Survey Services (Coit/US 380) Digital Topographic Drawing Task 3 - Survey Services (Coit/US 380) Digital Topographic Drawing Task 4 - Prosper Trail/Preston Concept Design PDF-format of Concept Design Concept-level Opinion of Probable Construction Cost Task 5 - Coit/US 380 Concept Design PDF-format of Concept Design Concept-level Opinion of Probable Construction Cost Task 6 - TXDOT Coordination Comment log with responses Task 7 - Prosper Trail/Preston Final Design PDF-format of Final Design Opinion of Probable Construction Cost DWG-format files of final files Task 8 - Coit/US 380 Final Design PDF-format of Final Design Opinion of Probable Construction Cost DWG-format files of final files Task 9 – Prosper Trail and Preston Traffic Signal Mod. Included in Final Design as necessary. Task 10 – Bid & Construction Phase Services Conformed plan sets Contractor RFI answers Task 11 - Record Drawings One (1) PDF copy of each sheet of the record drawings One (1) Digital of the record drawings base map in accordance with the Town of Proper’s Requirements for Electronic File Submission Page 66 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 11 OF 16 EXHIBIT B COMPENSATION SCHEDULE PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND LOCKWOOD, ANDREWS & NEWNAM, INC. FOR THE PRESTON ROAD/PROSPER TRAIL PROJECT (2121-ST) AND COIT ROAD/US 380 PROJECT (2207-ST) I. COMPENSATION SCHEDULE Task Completion Schedule Compensation Schedule Notice-to-Proceed December 2022 Task 1 - Project Management and Coordination Continuous $13,266 Task 2 - Survey Services (Prosper Trail/Preston) February 2023 $11,705 Task 3 - Survey Services (Coit/US 380) February 2023 $8,865 Task 4 - Prosper Trail/Preston Concept Design March 2023 $13,506 Task 5 - Coit/US 380 Concept Design March 2023 $8,423 Task 6 - TXDOT Coordination June 2023 $5,660 Task 7 - Prosper Trail/Preston Final Design June 2023 $69,498 Task 8 - Coit/US 380 Final Design June 2023 $54,528 Task 9 - Prosper Trail and Preston Traffic Signal Modifications June 2023 $17,690 Task 10 - Bid & Construction Phase Services Winter 2023 $9,677 Task 11 - Record Drawings Spring 2024 $6,129 Total Compensation $218,946 II. COMPENSATION SUMMARY Basic Services (Lump Sum) Amount Task 1 - Project Management and Coordination $13,266 Task 4 - Prosper Trail/Preston Concept Design $13,506 Task 5 - Coit/US 380 Concept Design $8,423 Task 7 - Prosper Trail/Preston Final Design $69,498 Task 8 - Coit/US 380 Final Design $54,528 Total Basic Services: $159,221 Page 67 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 12 OF 16 Special Services (Hourly Not-to-Exceed) Amount Task 2 - Survey Services (Prosper Trail/Preston) $11,705 Task 3 - Survey Services (Coit/US 380) $8,865 Task 6 - TXDOT Coordination $5,660 Task 9 - Prosper Trail and Preston Traffic Signal Modifications $17,690 Task 10 - Bid & Construction Phase Services $9,677 Task 11 - Record Drawings $6,129 Total Special Services: $59,725 Direct Expenses Amount None $0,000 Total Direct Expenses: $0,000 Page 68 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 13 OF 16 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. Policy Applicable Contractual Liability c. Products and Completed Operations d. Personal Injury e. 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 claim 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 69 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 14 OF 16 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 canceled or non-renewed by either party, 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 70 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 15 OF 16 EXHIBIT D CONFLICT OF INTEREST AFFIDAVIT PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND LOCKWOOD, ANDREWS & NEWNAM, INC. FOR THE PRESTON ROAD/PROSPER TRAIL PROJECT (2121-ST) AND COIT ROAD/US 380 PROJECT (2207-ST) THE STATE OF TEXAS § § COUNTY OF ________________ § I, _________________________, a member of the Consultant team, make this affidavit and hereby on oath state the following: I, and/or a person or persons related to me, have the following interest in a business entity that would be affected by the work or decision on the Project (Check all that apply): _____ Ownership of 10% or more of the voting shares of the business entity. _____ Ownership of $25,000.00 or more of the fair market value of the business entity. _____ Funds received from the business entity exceed 10% of my income for the previous year. _____ Real property is involved, and I have an equitable or legal ownership with a fair market value of at least $25,000.00. _____ A relative of mine has substantial interest in the business entity or property that would be affected by my decision of the public body of which I am a member. _____ Other: _________________________________________________. ___x__ None of the Above. Upon filing this affidavit with the Town of Prosper, Texas, I further affirm that no relative of mine, in the first degree by consanguinity or affinity, as defined in Chapter 573 of the Texas Government Code, is a member of the public body which took action on the agreement. Signed this ___________________ day of _________________________, 20____. ________________________________ Signature of Official / Title BEFORE ME, the undersigned authority, this day personally appeared _______________________________________ and on oath stated that the facts hereinabove stated are true to the best of his / her knowledge or belief. Sworn to and subscribed before me on this _____ day of ________________________, 20 . Notary Public in and for the State of Texas My Commission expires: 1st December 22 Vice President TARRANT Justin C. Reeves Justin C. Reeves 1st December 22 July 5, 2024 Page 71 Item 9. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 16 OF 16 EXHIBIT E CONFLICT OF INTEREST QUESTIONNAIRE Lockwood, Andrews & Newnam, Inc. N/A N/A N/A N/A December 1, 2022 Page 72 Item 9. LOCATION MAP Preston Road/Prosper Trail Dual Left Turns Prosper Trail Preston Road (SH 289) Page 73Item 9. LOCATION MAP Coit Road/US 380 SB Dual Left Turns US 380 Coit Road Page 74Item 9. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., Interim Executive Director of Development and Infrastructure Services Through: Ron K. Patterson, Interim Town Manager Re: On-Call Traffic Engineering Services Agreement Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon authorizing the Interim Town Manager to execute a Professional Services Agreement between Lee Engineering, LLC, and the Town of Prosper, Texas, related to providing on-call traffic engineering services. Description of Agenda Item: With the continued growth of the Town and increase in traffic related issues around Town, it is necessary to continue having a traffic engineering firm on-call to assist with requests for traffic signal timing, traffic counts, signal warrant studies, traffic impact analysis, and other traffic engineering related services. The attached agreement allocates $50,000 for Lee Engineering, LLC, to perform work on an on-call basis as issues arise through approval of individual Task Orders. Each individual Task Orders allows specific traffic engineering tasks to be identified, scoped, assigned, and executed as long as there is available funding in the agreement. Last year was the first year that the use of individual Task Orders was approved in the on-call traffic engineering services agreement with Lee Engineering. Prior to last year’s agreement, each specific traffic engineering task required approval of a separate Professional Services Agreement by either the Town Council or Town Manager, depending on the amount of the expenditure required to complete the scope of work. Through the approval of a single Professional Services Agreement that provides for the use of individual Task Orders, the timing for obtaining approval to proceed with individual traffic engineering tasks has been reduced from approximately 20 days to less than 5 days. At the April 9, 2019, Town Council meeting, the Town Council approved a list of qualified engineering firms, which included services for traffic engineering. Lee Engineering, LLC, is included on the list and has successfully completed several projects for the Town including on-call traffic engineering services the last three (3) years. Budget Impact: The FY 2022-2023 Engineering Services Department budget includes $50,000 in Professional Services for traffic engineering services and will be funded from Account Number 100-5410-98- 01. Prosper is a place where everyone matters. ENGINEERING SERVICES Page 75 Item 10. Page 2 of 2 Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard Professional Services Agreement as to form and legality. Attachments: 1. Professional Services Agreement Town Staff Recommendation: Town staff recommends that the Town Council authorize the Interim Town Manager to execute a Professional Services Agreement between Lee Engineering, LLC, and the Town of Prosper, Texas, related to providing on-call traffic engineering services. Proposed Motion: I move to authorize the Interim Town Manager to execute a Professional Services Agreement between Lee Engineering, LLC, and the Town of Prosper, Texas, related to providing on-call traffic engineering services. Page 76 Item 10.                                                                        !"                       #$ $#                                                                      %                        "&& "$' #$ $#  ($'  ) '*      !  "  #                     $  %  +  # + *,              &                    '  ($'  * -  + . -/ 0&*"*,                       !1$-$*  '   ($'                                     (  &                  )            *&           +                                 , +*  +"' -/ 0&*"*              (                           -                 .                                            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" * &/: 0'' : *0'*$                       & )                                                                       %2  &$'*  *  *,                :           !1$-$*   &$'*  *  * $."($*                #             &             &               &                                         :      %<9 5I          )                 &       )   J    # )J    !1$-$*   &$'*  *  * 90 *$"$             %9  0                   &             &        &   Page 79 Item 10.                      %<  .$"*$  )                                                      7       %>  ("$&$# "*/ )                                                         - 0          -    4   %?   *$" & /'**; ($$ )     ''<3 &I     &                                           $0%4    ) " 0'4    )            ''<3    0%4      " 0'4         0%34 7    "0,4         @  6   +01%33333 334 ;        !    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(@   (                                               !1$-$*                          B                *$'& >               ( =    (@           !1$-$*               **"'1+ *    (@  @ 7   *        Page 82 Item 10.                                 <   * ) '* $*& 6 '$*$   <                              0 4                0 4   #$ $# , 0   4   !   >          7                        =      =B       !1$-$*               !!   ?       (@   */     & &&" +0*  '$$ . ". @@6>@@ &&" 7A @,@@8        ,            =      =B      !1$-$*     (@        &          (@          (@            !!!   B                     02N4     -#  (   (@ &&" +0*  '$$ . ". @@6>@@ &&" 7A @,@@8       -      F +  =7B  +      (   !"   C (@                            "/ *1 5 "    &   (@             "   D  !        !         $   ).  $   !    $  "!   E ;  &     (@                   $   !  B 0    4$ 1  O( (@ $1  ($ . ) '* 0.# *$A   Page 83 Item 10.             #                      "!!   F     &           (@ $   !1$-$*     =      =B     "!!!   G (@         -                       &   (@    (@                        % 4  %      !" #$ $#       B$B$ *&   +   +        +  )            A    + $+ $      Digitally signed by Dharmesh Shah, PE, PTOE DN: cn=Dharmesh Shah, PE, PTOE, o=Lee Engineering, LLC, ou, email=dshah@lee- eng.com, c=US Date: 2022.11.21 16:51:27 -06'00' Page 84 Item 10.             $              4                              ,    4 6    4 5    5    4  <    H    &     ' +-  >B ?@?? 77  "  .             ' +-  >H ?@?? 77    -      &        0&*"* *  +  ($'  "  ' +-  >H ?@?? "0*1$I . -/  2 $0"'  10#1 A $**  "= .  0O(   * +-  B@ ?@?B                (    @ 4      !$"*$  # + *"  &    0?4      * +-  B@ ?@?B 77   &                    ,   4 4 5    "$'  ($'    % O(   (@     123333 33  '       !  B      !"# ###$##  Page 85 Item 10.             %          4   94                           !                             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B#   +    '  O(      *  -5 $O(        :   5         &    *  -5        1%33333  1,33333 +  75   1%33333+  7**   ,    5 $1233333    5  5                       7    /   5 (* @  $1233333          , 4     4         7      &  1%3333            Page 86 Item 10.                      ,  4                       $ %  I 5     5                          )  -                                                                                -                                  7                    &     -                                                    -                     &       -      ' O(      *  -5   $                                (           ,    $  *    :                         7               &   ,3            &  %3           7  /   5  =* @  $                       !      0'4             !      ,   5  4       )           H B  -             ,                                :                                        @F+#          H    )   B                  :          :                     $       @ B&,3<         D<23<> Page 87 Item 10. Page 88 Item 10.                               94    N/A N/A N/A N/A Page 89 Item 10. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., Interim Executive Director of Development and Infrastructure Services Through: Ron K. Patterson, Interim Town Manager Re: Stormwater Inspections Services Agreement Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon authorizing the Interim Town Manager to execute a Professional Services Agreement between Freese and Nichols, Inc., and the Town of Prosper, Texas, related to stormwater inspections services. Description of Agenda Item: With the continued issuance of Single-Family Permits and the need to remain in compliance with the Town’s Stormwater Management Plan (SWMP) approved by the Texas Commission on Environmental Quality (TCEQ), we are recommending that we continue utilizing a 3rd party inspector to assist our Stormwater Utility Administrator. The 3rd party inspection will support us in the following manner:  Consultant to provide stormwater inspection services for an average of 16 hours per week (for new housing developments) for approximately 29 weeks.  The intent of the site visits is to ensure compliance and maintenance of all necessary storm water measures required by the State. If during the course of an inspection, a violation is observed, the following process will be followed: o First Site Visit: Issue warning report to builder/developer of observed violation(s). o Second Site Visit (48-72 hours after first): Issue report of violation(s) to builder/developer, if necessary. o Third Site Visit (48-72 hours after second): Issue follow-up report of violations(s) to builder/developer, if necessary. Consultant’s inspector will notify the builder/developer directly for reported violations. If at the time of the third reinspection the builder/developer has not complied, a third report will be issued to the builder/developer by the Consultant and the Town of Prosper will handle the “Stop Work” notification to the builder/developer. Prosper is a place where everyone matters. ENGINEERING SERVICES Page 90 Item 11. Page 2 of 2 At the April 9, 2019, Town Council meeting, the Town Council approved a list of qualified engineering firms, which included services for construction management and/or inspection support. Freese and Nichols, Inc., is included on the approved list. Budget Impact: The FY 2022-2023 Storm Drainage Utility Fund budget includes $50,000 in Professional Services for stormwater inspection services and will be funded from Account Number 450-5410-98-01. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard Professional Services Agreement as to form and legality. Attachments: 1. Professional Services Agreement Town Staff Recommendation: Town staff recommends that the Town Council authorize the Interim Town Manager to execute a Professional Services Agreement between Freese and Nichols, Inc., and the Town of Prosper, Texas, related to stormwater inspections services. Proposed Motion: I move to authorize the Interim Town Manager to execute a Professional Services Agreement between Freese and Nichols, Inc., and the Town of Prosper, Texas, related to stormwater inspections services. Page 91 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 10/20 PAGE 1 OF 11 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND FREESE AND NICHOLS, INC., ))2567250:$7(5,163(&7,2166(59,&(6 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 Freese and Nichols, Inc., a company authorized to do business in Texas, acting through a duly authorized officer, hereinafter called “Consultant,” relative to Consultant providing professional engineering services to Town. Town and Consultant when mentioned collectively shall be referred to as the “Parties.” W I T N E S S E T H: WHEREAS, Town desires to obtain professional VWRUPZDWHULQVSHFWLRQservices, hereinafter called “Project”. For the mutual promises and benefits herein described, Town and Consultant agree as follows: 1.Term of Agreement. This Agreement shall become effective on the date of its execution by both Parties, and shall continue in effect thereafter until terminated as provided herein. 2.Services to be Performed by Consultant. The Parties agree that Consultant shall perform such services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care and skill ordinarily exercised under similar circumstances by competent members of their profession. In case of conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all Parties to this Agreement. 3.Prompt Performance by Consultant. Consultant shall perform all duties and services and make all decisions called for hereunder promptly and without unreasonable delay as is necessary to cause Consultant’s services hereunder to be timely and properly performed. Notwithstanding the foregoing, Consultant agrees to use diligent efforts to perform the services described herein and further defined in any specific task orders, in a manner consistent with these task orders; however, the Town understands and agrees that Consultant is retained to perform a professional service and such services must be bound, first and foremost, by the principles of sound professional judgment and reasonable diligence. 4.Compensation of Consultant. Town agrees to pay to Consultant for satisfactory completion of all services included in this Agreement a Not-To-Exceed fee of Fifty Thousand Fifty Dollars ($50,000) for the Project as set forth and described in Exhibit B - Compensation Schedule and incorporated herein as if written word for word. Not-To-Exceed fees shall be billed monthly based on hours of work that have been completed. Direct Costs for expenses such as mileage, copies, scans, sub-consultants, and similar costs are included in fees and shall be billed as completed. Consultant agrees to submit statements to Town for professional services no more than once per month. These statements will be based upon Consultant's actual services performed and reimbursable expenses incurred, if any, and Town shall endeavor to make prompt payments. Each statement submitted by Consultant to Town shall be reasonably itemized to show the amount of work performed during that period. If Town fails to pay Consultant within sixty (60) calendar days of the receipt of Consultant's invoice, Consultant may, after giving ten (10) days written Page 92 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 10/20 PAGE 2 OF 11 notice to Town, suspend professional services until paid. Nothing contained in this Agreement shall require Town to pay for any work that is unsatisfactory as reasonably determined by Town or which is not submitted in compliance with the terms of this Agreement. The Scope of Services shall be strictly limited. Town shall not be required to pay any amount in excess of the original proposed amount unless Town shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. 5.Town’s Obligations. Town agrees that it will (i) designate a specific person as Town’s representative, (ii) provide Consultant with any previous studies, reports, data, budget constraints, special Town requirements, or other pertinent information known to Town, when necessitated by a project, (iii) when needed, assist Consultant in obtaining access to properties necessary for performance of Consultant’s work for Town, (iv) make prompt payments in response to Consultant’s statements and (v) respond in a timely fashion to requests from Consultant. Consultant is entitled to rely upon and use, without independent verification and without liability, all information and services provided by Town or Town’s representatives. 6.Ownership and Reuse of Documents. Upon completion of Consultant’s services and receipt of payment in full therefore, Consultant agrees to provide Town with copies of all materials and documents prepared or assembled by Consultant under this Agreement and that Town may use them without Consultant's permission for any purpose relating to the Project. Any reuse of the documents not relating to the Project shall be at Town's risk. Consultant may retain in its files copies of all reports, drawings, specifications and all other pertinent information for the work it performs for Town. 7.Town Objection to Personnel. If at any time after entering into this Agreement, Town has any reasonable objection to any of Engineer’s personnel, or any personnel, professionals and/or consultants retained by Engineer, Engineer shall promptly propose substitutes to whom Town has no reasonable objection, and Engineer’s compensation shall be equitably adjusted to reflect any difference in Engineer’s costs occasioned by such substitution. 8.Insurance. Consultant shall, at its own expense, purchase, maintain and keep in force throughout the duration of this Agreement applicable insurance policies as described in Exhibit C - Insurance Requirements and incorporated herein as if written word for word. Consultant shall submit to Town proof of such insurance prior to commencing any work for Town. 9.Indemnification. CONSULTANT DOES HEREBY COVENANT AND AGREE TO RELEASE, INDEMNIFY AND HOLD HARMLESS TOWN AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND INVITEES FROM AND AGAINST LIABILITY, CLAIMS, SUITS, DEMANDS AND/OR CAUSES OF ACTION, (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY’S FEES AND COSTS OF LITIGATION), WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSONS BUT ONLY TO THE EXTENT OCCASIONED BY THE NEGLIGENT ACT, ERROR OR OMISSION OF CONSULTANT, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, INVITEES OR OTHER PERSONS FOR WHOM CONSULTANT IS LEGALLY LIABLE WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT. IN THE EVENT THAT TOWN AND CONSULTANT ARE CONCURRENTLY NEGLIGENT, THE PARTIES AGREE THAT ALL LIABILITY SHALL BE CALCULATED ON A COMPARATIVE BASIS OF FAULT AND RESPONSIBILITY AND THAT NEITHER PARTY SHALL BE REQUIRED TO DEFEND OR INDEMNIFY THE OTHER PARTY FOR THAT PARTY’S NEGLIGENT OR INTENTIONAL ACTS, ERRORS OR OMISSIONS. Page 93 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 10/20 PAGE 3 OF 11 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: Freese and Nichols, Inc. Chris Jones, P.E., Principal 5805 Main Street, Suite B Frisco, TX 75034 chris.jones@freese.com Town of Prosper 5RQ.3DWWHUVRQ ,QWHULP7RZQ0DQDJHU PO Box 307 Prosper, TX 75078 USDWWHUVRQ@prospertx.gov 11.Termination. The obligation to provide further services under this Agreement may be terminated by either Party in writing upon thirty (30) calendar days notice. In the event of termination by Town, Consultant shall be entitled to payment for services rendered through receipt of the termination notice. 12.Sole Parties and Entire Agreement. This Agreement shall not create any rights or benefits to anyone except Town and Consultant, and contains the entire agreement between the Parties. Oral modifications to this Agreement shall have no force or effect. 13.Assignment and Delegation. Neither Town nor Consultant may assign its rights or delegate its duties without the written consent of the other Party. This Agreement is binding on Town and Consultant to the extent permitted by law. Nothing herein is to be construed as creating any personal liability on the part of any Town officer, employee or agent. 14.Texas Law to Apply; Successors; Construction. This Agreement shall be construed under and in accordance with the laws of the State of Texas. It shall be binding upon, and inure to the benefit of, the Parties hereto and their representatives, successors and assigns. Should any provisions in this Agreement later be held invalid, illegal or unenforceable, they shall be deemed void, and this Agreement shall be construed as if such provision had never been contained herein. 15.Conflict of Interest. Consultant agrees that it is aware of the prohibited interest requirement of the Town Charter, which is repeated in Exhibit D - Conflict of Interest Affidavit and incorporated herein as if written word for word, and will abide by the same. Further, a lawful representative of Consultant shall execute the Affidavit included in the exhibit. Consultant understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement voidable. Consultant agrees that it is further aware of the vendor disclosure requirements set forth in Chapter 176, Local Government Code, as amended, and will abide by the same. In this connection, a lawful representative of Consultant shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit E - Conflict of Interest Questionnaire and incorporated herein as if written word for word. 16.Venue. The Parties herein agree that this Agreement shall be enforceable in Prosper, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Collin County, Texas. 17.Mediation. In the event of any disagreement or conflict concerning the interpretation of this Agreement, and such disagreement cannot be resolved by the signatories hereto, the signatories agree to submit such disagreement to non-binding mediation. 18.Prevailing Party. In the event a Party initiates or defends any legal action or proceeding to enforce or interpret any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled Page 94 Item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age 95 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 10/20 PAGE 5 OF 11 EXHIBIT A SCOPE OF SERVICES 3352)(66,21$/6(59,&(6$*5((0(17 %(7:((17+(72:12)35263(57(;$6$1')5(66($1'1,&+2/6,1& )2567250:$7(5,163(&7,216(59,&(6 I. PROJECT DESCRIPTION: With nearly 1000 permits per year being issued for new home development, The Town of Prosper needs staff augmentation to assist the Town with the inspection of Storm Water Pollution Prevention Plans for the construction of new homes/developments. II. TASK SUMMARY BASIC SERVICES A.TASK 1 – INSPECTION SERVICES 1. Provide sediment control inspections for an average of 16 hours per week for various new residential developments across the Town. Schedule for services will be for approximately 29 weeks at the average hours per week noted above. 2. Document and submit to the Town all inspections via Town’s electronic Erosion and Sediment Control Construction Site Standards checklist. Standard inspections to include builders’ compliance with porta- lets, trash bins, debris fence/barriers, erosion control systems, construction site entrance address and sign, Storm Water Pollution Prevention Plan and concrete washouts. All violations noted will also be document by photographs and provided with the reports. City staff will provide inspections of activities within the street rights-of-way. 3. Coordinate, if necessary, weekly site visits by email to Town’s point-of-contact. 4. Coordination with home developer, if necessary, to inform of forthcoming notice of violation(s). Assumptions: a. Inspection will not include formal emailing/mailing of notice of violations to the home builder or phone discussions. b. Inspections will only take place between Monday and Friday during normal business hours. III. DELIVERABLES Task 1 - Provide reports in Town’s standard electronic format with photographs showing the violations per each trip to the field for inspections. Page 96 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 10/20 PAGE 6 OF 11 EXHIBIT B COMPENSATION SCHEDULE 3352)(66,21$/6(59,&(6$*5((0(17 %(7:((17+(72:12)35263(57(;$6$1')5(66($1'1,&+2/6,1& )2567250:$7(5,163(&7,216(59,&(6 I. COMPENSATION SCHEDULE Task Completion Schedule Compensation Schedule Notice-to-Proceed January 2, 2023 -- Task 1 - Inspection Services 01/02/2023- 07/28/2023 $50,000 Total Compensation $50,000 The Town of Prosper will be billed $108 per hour for the services described herein for a Not-To-Exceed fee of $50,000. Page 97 Item 11. ATTACHMENT CO Min Max Professional 1 70 123 Professional 2 91 143 Professional 3 88 200 Professional 4 138 208 Professional 5 164 293 Professional 6 177 347 Construction Manager 1 87 113 Construction Manager 2 76 144 Construction Manager 3 111 136 Construction Manager 4 130 178 Construction Manager 5 161 224 Construction Manager 6 198 251 Construction Representative 1 71 72 Construction Representative 2 73 79 Construction Representative 3 83 133 Construction Representative 4 96 152 CAD Technician/Designer 1 57 121 CAD Technician/Designer 2 94 140 CAD Technician/Designer 3 123 178 Corporate Project Support 1 48 98 Corporate Project Support 2 63 156 Corporate Project Support 3 99 233 Intern / Coop 42 71 Rates for In-House Services and Equipment Mileage Bulk Printing and Reproduction Equipment Standard IRS Rates B&W Color Valve Crew Vehicle (hour) $75 Small Format (per copy) $0.10 $0.25 Pressure Data Logger (each) $200 Technology Charge Large Format (per sq. ft.) Water Quality Meter (per day) $100 $8.50 per hour Bond $0.25 $0.75 Microscope (each) $150 Glossy / Mylar $0.75 $1.25 Pressure Recorder (per day) $100 Vinyl / Adhesive $1.50 $2.00 $275 Coating Inspection Kit (per day) $275 Mounting (per sq. ft.) $2.00 Flushing / Cfactor (each) $500 Binding (per binding) $0.25 Backpack Electrofisher (each) $1,000 Survey Grade Standard Drone (per day) $200 $100 GPS (per day) $150 $50 OTHER DIRECT EXPENSES: These ranges and/or rates will be adjusted annually in February. Last updated 2022. 293062022 Position Other direct expenses are reimbursed at actual cost times a multiplier of 1.15. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office. For other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members, these services will be billed at a cost times a multipler of 1.15. For Resident Representative services performed by non-FNI employees and CAD services performed In- house by non-FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. Hourly Rate Compensation to FNI for Special Services in Attachment SC shall be computed on the basis of the following Schedule of Charges, but shall not exceed Fifty Thousand Dollars ($50,000). If FNI sees the Scope of Services changing so that Additional Services are needed, including but not limited to those services described as Additional Services in Attachment SC, FNI will notify OWNER for OWNER's approval before proceeding. Additional Services shall be computed based on the following Schedule of Charges. COMPENSATION Ultrasonic Thickness Guage (per day) Page 98 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 10/20 PAGE 8 OF 11 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 99 Item 11. PROFESSIONAL SERVICES AGREEMENT VERSION 10/20 PAGE 9 OF 11 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 100 Item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age 101 Item 11.                              ĉʾăéȉȏȦʾƳƒʾʸʾǻʾʉȯʾʚʾǑʾŁʾʠȇʾ­±ƒʾ½ƟʾùŰzʾą+ʡǏ2ʾɾȋʾ njʾɛɮʾʝʾĻȘʾʘŮʾŸʾ‘ʾʳǣʾÒʾ!{ʾNjʾàŴȅʾʼn|ʾłʾʾĐʾʲʾ ƢʾʾĽʾɫǍʾĬʾ¥ʾʋʾɿɃʾ ˆ–!o …EyʾʬLJLjơʾ ʾǫŅʾɓƀȞʾȫʾĢœʾǪʾ ŷŠɜʾ£ʾɵʞʾĎɝʾ³ʾ9·“ĕʾ ÌʾǟʾǗʟʾìŧÔʾǴČʾĵʾǵɈʾʰʾeʾɩʾğħʾâʾïʾçÏʾƙĪǎʾŽʾUǤʾǓʾ ǜʾòʾ¨ʾǨmʾ¢ʾėʾeʾÀ»ʾðʾŸǶʾijʾ¾ʾãʾ™¤ʾʛʾɳƯʜʾñʾǠȜʾèʾĶʾ ā‰ʾ ʁʾĆʾ!ÙĖ9uŠʾøýʾáʾńʾ ÂʾźʾŊljʾģʾ§żʾêʾóʾʹɞʾʺæʾʅǥǢʾʀʾ<˜3ʾõɁʾßŶʾŋʾÆʾ ȶŹɽʾčʾʙDzʾlʾäaʾEʾɸɟ6ʾ þċÜÿďʾ @ƥʾǛĴʾ*ʾʶʢʾĨʾƍǂƩșʾĭʻʾbFʾəƺűʾƑʾɚǹWȢ2ťʾsĊǕɴʾd,IʴɑʾƐʾĤʾʦʾ Ñʾ]fƁJXUȎ ưʾʇʾĦįʾƎ-ƪȚʾËƧʾȤdʾǒſʾʐʾʾ=ʾŀȗʾŞʾĞ ʾʾŘʾɄʾʭƦʾ ʵɒʾĹʾİĩʾǘʾʑʾĀʾƏʾ]fʃKȮȣʾʮ`ʾƹʾ^ʾJȖɰH5xʾ ¯ʾ üʾȴʾǃȱʾƚ ǷǿɺʾWƋʾĚʧʾ ,ɂʾʒʾƶƓʾ_ʾ'țʾśĒGǭʾ  ²ʾ Úɼķʾ ěʾġȀ#ʾ1ʾʓ2ʾIJʤȔ%ʾɱMʾ ƽʾʎʾǮʾƜOǺ#ʾƌɧʾɊʾēʾƉʾȁQ'ʾ*ʾbƣʾ ȼɠ}ʾ>ʾřŔʾCŏɅʾ:¶µ— ®Ãv‹ʾÅʾŖ¿ʾ gʾƇNgʾSǔÓ\ʾ ƾʾʔʾǯʾƛHOɷ#ʾȷ(öʾ Õǡǖʾ_ʥɕʾÄǾʾ¹ʾƃʾŨʾ¼Ȃȧʾ[ʾľ‚†ɯ.ǧƻʾŗŬ'ŕʾÇʾĜʾɔcʾŝʾÞȠʾ @íʾ>ʾȍʾĔʾȊī7ʾ jʾ ?4ʾ ǐʾ)ʾ-ȲʾƗ)ǸȆʾȿʾZʾ ʾƈʾPǽʾȵʾʾȽɡʾɲʾɋʾǞŲʾDŽXʾŪ)ʾʍʾƫɶ/~ ɐŤ ʾǙʾLȭ0ʾƸʾƕ/ʾNʾʨȓÁ  É4ʾiʾhʾʫʾɢūʾ^ʾǝǁųʾǬʾ žʾıęʾLȐţ€ʾɏ ʾǚʾƬȌVʾƭȑʾƖʾɌʾIʾôʾŇŭ0 YʾʾDžȰ-ʾĂȝʾȸņʾZʾ ʾ*ȬʷʾPŵʾYʾʾȹŃʾ?ûÖʾʾʌŐʾƷTʾƼʾȥʾɪůʾƔ/ʾ ǰʾƞTȪʾŻ  Ûʾũʾ QɗʼȃȨʾɍʾĿ%ʾR.ǩ\ʾʗ©ʾʩȒ1ʾĠʾƮʾCőʾ:ʾǼʾ ƿʾFʾňɹɬɆʾ1ʾ ʏʾļǦ%ʾ ȟʾʯʾNJŎʾcʾ ,Ʋʾʕʾ.ȳʾƘʪʾȺ(ʾĝɻʾĘʾ ʾƊ(ɣʾɎʾŜRŒɨʾ[ʾƠɀšʾĥʾ ʱɥʂMʾSĮʾƅʾɇʾɖɭʾɤʾȈʾ ƨʾ+ǀVʾʈƤʾDZʾƝȩʾȻGʾ ʾ ʾƆƵʾȄĸ ʾƄʾʖʾȾʾȕʾ ʾȇ ʽʾ ;=´Žɉtp¬rº3ʾƂŢşʾ+ƴ`ʾŚĺʾK0ʾćʾš¸7×°qŦ;w5 Ýȡʾɘ’ʾëʾªʾƱʆŌʾÍЦžØʾ„đ¡›ōŒʄdždz6ʣaʾĄîʾ<ʾʊɦÊn ʾkʾ B&A& $÷ʾDÎʾ$ú ĈʾDå& ʾœ8”«8ʾB$"•A""ʾPage 102 Item 11. HUMAN RESOURCES Prosper is a place where everyone matters. To: Mayor and Town Council From: James Edwards, Director of Human Resources Through: Ron K. Patterson, Interim Town Manager Bob Scott, Executive Director of Administrative Services Re: Stop Loss Insurance Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon awarding RFP No. 2023-04-B for stop loss insurance for the Town’s self- insurance fund, effective January 1, 2023, and authorizing the Town Manager to execute all documents for the same. Description of Agenda Item: The Town’s self-insurance fund has stop loss insurance to protect the Town from large claim losses. Stop loss insurance must be marketed annually for renewal. McGriff, Seibels & Williams, Inc. has marketed this year’s coverage on the Town’s behalf at a stop loss level of $75,000 and $100,000. The Town only received one responsive bid, all other bids were non-responsive and/or incomplete. The incumbent stop loss insurance provider QBE provided a flat renewal at the $75,000 stop loss level. If the Town chooses to increase the stop loss to $100,000 the annual premium is reduced from $728,988 to $632,112, a savings of $95,596 annually. Budget Impact: By increasing the stop loss amount from $75,000 to $100,000 QBE’s quote saves the Town $95,596 or 13.14% in annual stop loss premium. This is significantly less than the $992,369 budgeted for stop loss insurance. Stop loss is budgeted out of account #730-5160-10-00. Legal Obligations and Review: Terrance Welch of Brown & Hofmeister, L.L.P., has approved the QBE renewal paperwork as to their form and legality. Attached Documents: 1. Stop loss analysis 2. QBE renewal paperwork Town Staff Recommendation: Town staff recommends increasing the Stop Loss coverage to $100,000 which will save the Town $95,596 per year and awarding RFP No. 2023-04-B for stop loss insurance to QBE and authorizing the Town manager to execute all documents for the same. Proposed Motion: I move to award RFP No. 2023-04-B for stop loss insurance to QBE at the $100,000 level and authorize the Town Manager to execute all documents for the same. Page 103 Item 12. RFP Analysis Review RFP #2023-04-B (Stop Loss) Presented By: Lance Pendley, Senior Vice President Cristina Palacios, Account Executive 12/13/2022Page: 1 Page 104 Item 12. Stop Loss Marketing Analysis Page: 2 Page 105 Item 12. Town of Prosper Stop Loss Marketing Analysis Bid List Effective Date: 1/1/2023 Vendor AM Best Financial Size Notes American Fidelity A+X ($500 Million to $750 Million)Did not submit proposal Anthem A+XV ($2 Billion or Greater)Decline to quote - Underwriting Guidelines - Specific Level Berkley A&H A+XV ($2 Billion or Greater)Unable to firm. Requires additional data Berkshire Hathaway A++XV ($2 Billion or Greater)Uncompetitive and Unable to firm ($75K ISL @ +18.3%) HMIG A XV ($2 Billion or Greater)Unable to firm. Requires additional data Liberty Mutual A XV ($2 Billion or Greater)Unable to firm. Requires additional data - Uncompetitive ($100K ISL @ -3.3%) Optum Health A N/A Unable to firm. Requires additional data - Uncompetitive ($75K ISL @ +12.3%) QBE Insurance A XV ($2 Billion or Greater)Incumbent - On the Spreadsheet SunLife Financial A+XV ($2 Billion or Greater)Decline to quote - Uncompetitive Rates Swiss Re A+XV ($2 Billion or Greater)Unable to firm. Requires additional data - Uncompetitive ($75K ISL @ 27.6%) Symetra Financial A XV ($2 Billion or Greater)Unable to firm. Requires additional data TMHCC N/A N/A Did not submit proposal Unum A N/A Unable to firm. Requires additional data - Uncompetitive ($75K ISL @ 31%) Vista (MGU)NR NR MGU - McGriff cannot recommend doing business with Managing General Underwriters (MGU) Voya Financial A XV ($2 Billion or Greater)Decline to quote - Uncompetitive Rates Stop Loss This is not an insurance contract: This proposal is for comparison purposes only. Please refer to certificate booklet or proposal for additional details, including limitations and exclusions. Final rates and benefits will be determined by actual enrollment and plan selection. Page 3 Page 106 Item 12. Town of Prosper Stop Loss Marketing Analysis - $75K Effective Date: 1/1/2023 Stop Loss Carrier QBE Current Plan QBE Renewal Plan TPA / Network UMR UMR SPECIFIC RETENTION $75,000 $75,000 Contract PAID PAID Coverages Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Specific Rates Single 125 $226.29 $226.30 Family 135 $226.29 $226.30 Composite 260 $226.29 $226.30 $58,835.40 $58,838.00 $706,024.80 $706,056.00 Aggregate Rate Composite $6.95 $7.35 Monthly Accommodation Aggregate Monthly Premium $1,807.00 $1,911.00 Aggregate Annual Premium $21,684.00 $22,932.00 AGGREGATE RETENTION Contract PAID PAID Coverages Medical & Rx Medical & Rx Run-In Limit n/a n/a Maximum Reimbursement $1,000,000 $1,000,000 Corridor 125%125% Aggregate Factors Single 125 $1,126.29 $1,206.83 Family 135 $1,126.29 $1,206.83 Composite 260 $1,126.29 $1,206.83 Monthly Attachment Factor $292,835.40 $313,775.80 Annual Attachment Factor $3,514,024.80 $3,765,309.60 Preferred / Non-Preferred Carrier Preferred Preferred UMR connection charge $0.00 $0.00 TOTAL FIXED COSTS Total Monthly Premium $60,642.40 $60,749.00 Total Annual Premium $727,708.80 $728,988.00 Annual Difference -$1,279.20 Percent Difference -0.18% Total Maximum Liability $4,241,733.60 $4,494,297.60 Annual Difference -$252,564.00 Percent Difference -5.95% Additional Comments:No Lasers Includes 50% Rate Cap. Firm through 12/15 Includes 50% Rate Cap. Specific Monthly Premium Specific Annual Premium Page: 4 Page 107 Item 12. Town of Prosper Stop Loss Marketing Analysis - $100K Effective Date: 1/1/2023 Stop Loss Carrier QBE Current Plan QBE Renewal Plan TPA / Network UMR UMR SPECIFIC RETENTION $75,000 $100,000 Contract PAID PAID Coverages Medical & Rx Medical & Rx Lifetime Maximum Reimbursement Unlimited Unlimited Specific Rates Single 125 $226.29 $193.25 Family 135 $226.29 $193.25 Composite 260 $226.29 $193.25 $58,835.40 $50,245.00 $706,024.80 $602,940.00 Aggregate Rate Composite $6.95 $9.35 Monthly Accommodation Aggregate Monthly Premium $1,807.00 $2,431.00 Aggregate Annual Premium $21,684.00 $29,172.00 AGGREGATE RETENTION Contract PAID PAID Coverages Medical & Rx Medical & Rx Run-In Limit n/a n/a Maximum Reimbursement $1,000,000 $1,000,000 Corridor 125%125% Aggregate Factors Single 125 $1,126.29 $1,230.97 Family 135 $1,126.29 $1,230.97 Composite 260 $1,126.29 $1,230.97 Monthly Attachment Factor $292,835.40 $320,052.20 Annual Attachment Factor $3,514,024.80 $3,840,626.40 Preferred / Non-Preferred Carrier Preferred Preferred UMR connection charge $0.00 $0.00 TOTAL FIXED COSTS Total Monthly Premium $60,642.40 $52,676.00 Total Annual Premium $727,708.80 $632,112.00 Annual Difference -($95,596.80) Percent Difference --13.14% Total Maximum Liability $4,241,733.60 $4,472,738.40 Annual Difference -$231,004.80 Percent Difference -5.45% Additional Comments:No Lasers Includes 50% Rate Cap. Firm through 12/15 Includes 50% Rate Cap. Specific Monthly Premium Specific Annual Premium Page: 5 Page 108 Item 12. Thank You! Page: 6 Page 109 Item 12. QBE and the links logo are registered service marks of QBE Insurance Group Limited. QBE A&H 123 Pleasant Street, 3rd Floor Marblehead, MA 01945 Toll Free: 800.742.9279 qbeah.com November 28, 2022 Michelle Catalano Stealth Partner Group 5949 Sherry Lane, Suite 1170 Dallas, TX 75225 Dear Michelle, Re: Policy Issuance Policyholder: Town of Prosper, January 01, 2023 Policy Number: LGS02268-23 Thank you for renewing coverage with QBE Insurance Corporation. We are pleased to have the opportunity to continue to service your client during th e upcoming plan year. Enclosed please find the appropriate renewal documents for completion. In order to bind coverage, the following requirements are needed. • Signed and completed Application for Excess Loss Policy • First month’s renewal premium: (Specific)$50,245.00 + (Aggregate)$2,431.00 = $52,676.00 • ACH Claims Reimbursement Authorization form for completion; Provides faster claim reimbursement payment processing time, convenience, and security (if interested, please have this form completed and return). • State Required Licensing: The signing agent must be licensed in the state where the prospective client is located, in the producer’s resident state, and will need to be appointed with QBE where required. Last year’s signing agent: (Harley Barnes) • Signed Master Plan Document: If a new Plan Document is being drafted ensure it states all the provisions of the plan and delineates the various responsibilities for financing the plan, the eligibility, and all the other aspects of the plan (summary d escriptions and certificates alone are not acceptable). If there have been no changes to the document on file with QBE, please provide written confirmation and ensure we have any Amendments not previously sent submitted . The following Endorsement(s) modify the Excess Loss Policy and will be provided upon Policy Issuance. • Advance Reimbursement Endorsement • Amendatory Endorsement • Plan Mirror Endorsement • State Specific Endorsement Please review the application and advise your underwriter of any requested changes prior to the client’s signature. We will promptly re-issue the paperwork with any necessary changes. Also enclosed is the Premium & Enrollment statement. Premium is due on the first of every month. Please note that premium must be remitted directly to the PO BOX address listed on the Premium & Enrollment statement. A completed copy of this statement should be remitted with each payment. Page 110 Item 12. We appreciate your business partnership and the opportunity to service the needs of our mutual client. Please do not hesitate in contacting us with any questions or concerns. Regards, Elyse Caselden Account Manager QBE A&H Cc: Jared Allard Page 111 Item 12. QBE INSURANCE CORPORATION STATE OF DOMICILE: PENNSYLVANIA AH-MSL-1001-TX (11-21) © , 2021 Page 1 of 6 APPLICATION FOR EXCESS LOSS INSURANCE POLICY (TEXAS) Policy Number: LGS02268-23 1. Full legal name of Policyholder: Tax ID Number: Town of Prosper 75-6000642 (as it will appear in the Policy ) 2. Principal Office Address: 200 S. Main Street Prosper, TX 75078 3. Contac t Person: Kala Smith Email: Kala_Smith@prospertx.gov 4. Nature of Business: 9111 Executive Offices 5. If Employee Benefit Plans of subsidiary or affiliated companies (companies under common control through stock ownership, contract, or otherwise) are to be included, list legal names and addresses of such companies and the nature of their business: 6. Full name of Your Employee Benefit Plan: A copy of Your Employee Benefit Plan Document, and those of any subsidiary or affiliated companies that are to be included, must be attached to, and shall form a part of, this Application. 7. Effective Date: January 01, 2023 8. Endorsements: Advance Reimbursement Endorsement AH-MSL-5013 Amendatory Endorsement AH-MSL-5002 Plan Mirroring Endorsement AH-MSL-5003 Texas Endorsement AH-MSL -5010-TX 9. N/A 10. Your Designated Third Party Administrator (for purpose of claims administration under Your Employee Benefit Plan): Name: UMR Address: 115 W. Wausau Avenue City, State, Zip: Wausau, WI 54401 Telephone: (800) 992-8354 11. Your broker/agent of record: Name: Stealth Partner Group Address: 5949 Sherry Lane, Suite 1170 City, State, Zip: Dallas, TX 75225 Page 112 Item 12. AH-MSL-1001-TX (11-21) © , 2021 Page 2 of 6 12. Your PPO Network is: UHC Choice Plus 13. Your Utilization Review Provider is: UMR 14. Eligible for coverage: Retirees: Yes [ ] No [X] Late Entrants: Yes [ ] No [X] 15. Estimated Covered Units: Covered Unit Description Units Composite 260 16. Initial premium deposit accompanying this Application: (Specific)$50,245.00 + (Aggregate)$2,431.00 = $52,676.00 17. COVERAGES The Coverage shown applies only during the Policy Period from January 01, 2023 (Effective Date) through December 31, 2023 (Expiration Date) and is further subject to all the provisions of the Policy. A. SPECIFIC EXCESS LOSS COVERAGE [X] Yes, included [ ] No, not included 1) Coverage to be included (not included unless checked): [X] Medical [X] Prescription Drugs 2) Specific Attachment Point: $100,000.00. Per Covered Person. 3) Aggregating Specific Deductible: $0 N/A 4) Specific Policy Period Maximum Reimbursement Unlimited upon satisfaction of Specific Attachment Point per Covered Person. 5) Basis of Specific Excess Loss coverage benefit payment (Benefit Period): Plan Benefits Incurred from January 01, 2019 through December 31, 2023 and paid from January 01, 2023 through December 31, 2023. Run-Out Period: 0 days Plan Benefits Incurred prior to the Effective Date (Run-In-Period) will be limited to: N/A per Covered Person N/A for all Covered Persons combined 6) Premium Rates (per month): Covered Unit Description Amount Composite: 260 $193.25 7) Estimated Annual Specific Premium: $602,940.00. B. AGGREGATE EXCESS LOSS INSURANCE [X] Yes, Included [ ] No, not included 1) Coverage to be included (not included unless checked): [X] Medical [X] Prescription Drugs 2) Monthly Aggregate Factor: Covered Unit Description Total Medical Prescription Drugs Employee: $1,230.97 X X Page 113 Item 12. AH-MSL-1001-TX (11-21) © , 2021 Page 3 of 6 3) Estimated Annual Aggregate Attachment Point: $3,840,626.40 4) Minimum Annual Aggregate Attachment Point Percentage: 100% 5) Estimated Minimum Annual Aggregate Attachment Point: $3,840,626.40 (Estimated) 6) Individual Claim Limit $100,000.00 Per Covered Person. 7) Aggregate Policy Period Maximum Reimbursement (per Policy Period): $1,000,000.00 8) Basis of Aggregate Excess Loss coverage benefit payment (Benefit Period): Plan Benefits Incurred from January 01, 2019 through December 31, 2023 and paid from January 01, 2023 through December 31, 2023. Run-Out Period: 0 days Plan Benefits Incurred prior to the Effective Date (Run-In-Period) will be limited to: N/A per Covered Person N/A for all Covered Persons combined 9) Premium Rates (per month): Covered Unit Description Amount Aggregate Composite $9.35 Total $ 10) Estimated Annual Aggregate Premium : $29,172.00. 18. Special Limitations and Additional Information: N/A You have read the foregoing and understand and agree with the terms and conditions of the coverage as set forth by Us and as reflected in the Application. You represent that You have formed Your Employee Benefit Plan in compliance with all applicable state and federal laws. It is agreed that the statements in the Application or in any materials submitted with this Application or attached to it, including all disclosure information, are Your representations and shall be deemed material to acceptance of the risk by Us and that the Policy is issued by Us in reliance on the truth and accuracy of such representations. Should subsequent information become known which, if known prior to issuance of the Policy, would affect the premium rates, factors, terms or conditions for coverage thereunder, We will have the right to revise the premium rates, factors, terms or conditions as of the Effective Date, by providing written notice to You. Any fraudulent statement will render the Policy null and void and claims, if any, will be forfeited. THIS APPLICATION DOES NOT BIND COVERAGE. Upon approval of the A pplication, the Policy evidencing that the coverage is in force will be issued by Us. Coverage will commence on the Effective Date set forth in the Policy. This Application will attach to and form part of the Policy. FRAUD WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, submits an application for insurance or makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information may be guilty of insurance fraud.(Policyholders located in AL, AR, CA, CO, DC, FL, KS, KY, LA, ME, MD, NJ, NM, NY, OH, OK, PA, RI, TN, VA, WA and WV must read the Fraud Warning applicable to their state.) ACCEPTED BY THE POLICYHOLDER: Signed at _______________________________ ___________________________________ Policyholder (correct legal name) Page 114 Item 12. AH-MSL-1001-TX (11-21) © , 2021 Page 4 of 6 Date __________________________________ ___________________________________ By (Officer’s signature and title) ___________________________________ (Print Name) ___________________________________ Signature Broker/Agent of Record ___________________________________ (Print Name) ACCEPTED BY THE COMPANY: Signed at Marblehead, Massachusetts On behalf of the Company Date Tara Krauss, Head of A&H By (Officer’s name and title) Lance Pendley Page 115 Item 12. AH-MSL-1001-TX (11-21) © , 2021 Page 5 of 6 NOTICE TO ALABAMA APPLICANTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly presents false information in an application for insurance is guilty of a crime and may be subject to restitution, fines, or confinement in prison, or any combination thereof. NOTICE TO ARKANSAS APPLICANTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit, or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. NOTICE TO CALIFORNIA APPLICANTS: The falsity of any statement in the application for any policy shall not bar the right to recovery under the policy unless such false statement was made with actual intent to deceive or unless it materially affects either the acceptance of the risk or the hazard assumed by the insurer. NOTICE TO COLORADO APPLICANTS: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. NOTICE TO DISTRICT OF COLUMBIA APPLICANTS: WARNING: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant. NOTICE TO FLORIDA APPLICANTS: Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete or misleading information is guilty of a felony in the third degree. NOTICE TO KANSAS APPLICANTS: Any person who commits a fraudulent insurance act is guilty of a crime and may be subject to restitution, fines and confinement in prison. A fraudulent insurance act means an act committed by any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer, purported insurer or insurance agent or broker, any written, electronic, electronic impulse, facsimile, magnetic, oral or telephonic communication or statement as part of, or in support of, an app lication for insurance, or the rating of an insurance policy, or a claim for payment or other benefit under an insurance policy, which such person knows to contain materially false information concerning any material fact thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto. NOTICE TO KENTUCKY APPLICANTS: Any person who knowingly and with the intent to defraud any insurance company or other person files an application for insurance containing any materially f alse information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime. NOTICE TO LOUISIANA & WEST VIRGINIA APPLICANTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. NOTICE TO MAINE, TENNESSEE, VIRGINIA & WASHINGTON APPLICANTS: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines or a denial of insurance benefits. NOTICE TO MARYLAND APPLICANTS: Any person who knowingly or willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly or willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. NOTICE TO NEW JERSEY APPLICANTS: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties. NOTICE TO NEW MEXICO APPLICANTS: ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO CIVIL FINES A ND CRIMINAL PENALTIES. Page 116 Item 12. AH-MSL-1001-TX (11-21) © , 2021 Page 6 of 6 NOTICE TO NEW YORK APPLICANTS: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation. NOTICE TO OHIO APPLICANTS: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance f raud. NOTICE TO OKLAHOMA APPLICANTS: WARNING: Any person, who knowingly and with intent to injure, defraud or deceive any insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony. NOTICE TO PENNSYLVANIA APPLICANTS: Any person who knowingly and with the intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any fact materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. NOTICE TO RHODE ISLAND APPLICANTS : Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. Page 117 Item 12. HUMAN RESOURCES Prosper is a place where everyone matters. To: Mayor and Town Council From: James Edwards, Director of Human Resources Through: Ron K. Patterson, Interim Town Manager Bob Scott, Executive Director of Administrative Services Re: TMRS Restricted Prior Service Credit Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon an ordinance adding the Restricted Prior Service Credit to the Town’s TMRS plan design. Description of Agenda Item: The restricted prior service credit provides time credit for employee’s active-duty military service or previous full-time employment with any U.S. public employer, including federal, state, county, or city. Every one of the Town’s ten comparison cities has the Restricted Prior Service Credit as part of their TMRS plan design. Budget Impact: There is no immediate cost associated with adding this benefit to the Town’s TMRS plan design. Legal Review: Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the ordinance as to form and legality. Attachments: 1. Ordinance 2. Comparison City Survey Town Staff Recommendation: Town staff recommends that the Town Council approve an ordinance adding the Restricted Prior Service Credit to the Town’s TMRS plan design. Proposed Motion: I move to approve an ordinance adding the Restricted Prior Service Credit to the Town’s TMRS plan design. Page 118 Item 13. TOWN OF PROSPER, TEXAS ORDINANCE NO. 2022-XX AN ORDINANCE OF THE TOWN OF PROPSER, TEXAS, AUTHORIZING AND ALLOWING, UNDER THE ACT GOVERNING THE TEXAS MUNICIPAL RETIREMENT SYSTEM, RESTRICTED PRIOR SERVICE CREDIT TO EMPLOYEES WHO ARE MEMBERS OF THE SYSTEM FOR SERVICE PREVIOUSLY PERFORMED FOR VARIOUS OTHER PUBLIC ENTITIES FOR WHICH THEY HAVE NOT RECEIVED CREDITED SERVICE; MAKING FINDINGS; REPEALING ALL CONFLICTING ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town Council of the Town of Prosper, Texas, has heretofore adopted an ordinance pursuant to Subtitle G of Title 8, Texas Government Code, as amended, authorizing participation in the Texas Municipal Retirement System (“TMRS”) for Town employees; and WHEREAS, it is the desire of the Town Council to authorize restricted prior service credit for Town employees who pay into TMRS; and WHEREAS, the Town Council desires to adopt an ordinance providing for same. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 All of the above premises are found to be true and correct legislative and factual determinations of the Town of Prosper, Texas, and are hereby approved and incorporated into the body of this Ordinance as if copied in their entirety. SECTION 2 Authorization of Restricted Prior Service Credit. (a) On the terms and conditions set out in Sections 853.305 of Subtitle G of Title 8, Texas Government Code, as amended (hereinafter referred to as the “TMRS Act”), each member of the Texas Municipal Retirement System (hereinafter referred to as the “System”) who is now or who hereafter becomes an employee of this Town shall receive restricted prior service credit for service previously performed as an employee of any of the entities described in said Section 853.305 provided that (1) the person does not otherwise have credited service in the System for that service, and (2) the service meets the requirements of said Section 853.305. (b) The service credit hereby granted may be used only to satisfy length-of-service requirements for retirement eligibility, has no monetary value in computing the annuity payments allowable to the member, and may not be used in other computations, including computation of Updated Service Credits. (c) A member seeking to establish restricted prior service credit under this Ordinance must take the action required under said Section 853.305 while still an employee of this Town. Page 119 Item 13. Ordinance No. 2022-__, Page 2 SECTION 3 This Ordinance shall be cumulative of all provisions of ordinances of the Town of Prosper, Texas, except where the provisions of this Ordinance are in direct conflict with the provisions of such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 4 It is hereby declared to be the intention of the Town Council that the phrases, clauses, sentences, paragraphs and sections of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this Ordinance, since same would have been enacted by the Town Council without the incorporation in this Ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section, and said remaining portions shall remain in full force and effect. SECTION 5 Effective Date. This Ordinance shall become effective from and after its adoption. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 13th DAY OF DECEMBER, 2022. ______________________________ David F. Bristol, Mayor ATTEST: ______________________ Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: ________________________________ Terrence S. Welch, Town Attorney Page 120 Item 13. City Restrictive Prior Service Credit Adopted Celina Yes Jun-17 Colleyville Yes Oct-97 Coppell Yes May-93 Frisco Yes Jan-97 Keller Yes Jan-94 Little Elm Yes Nov-03 McKinney Yes Jan-92 Southlake Yes Jan-95 The Colony Yes Jan-96 University Park Yes Dec-91 Prosper No TMRS Restricted Prior Service Credit Survey Dec-22 Page 121 Item 13. HUMAN RESOURCES Prosper is a place where everyone matters. To: Mayor and Town Council From: James Edwards, Director of Human Resources Through: Ron K. Patterson, Interim Town Manager Bob Scott, Executive Director of Administrative Services Re: Benefits Subcommittee Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon the dissolution of the Benefits Subcommittee. Description of Agenda Item: At the November 22 Council meeting, the Town Council discussed the dissolution of the Benefits Subcommittee, entrusting Town Staff, (Town Manager, Executive Director of Administrative Services, Human Resources Director, and Finance Director), with guidance from the Town’s benefits consultant to manage the Town’s self-insurance fund and other employee benefits. Town Staff Recommendation: Town staff recommends that the Town Council approve the dissolution of the Benefits Subcommittee. Proposed Motion: I move to approve the dissolution of the Benefits Subcommittee. Page 122 Item 14. Page 1 of 1 To: Mayor and Town Council From: David Soto, Planning Manager Through: Ron K. Patterson, Interim Town Manager Hulon T. Webb, Jr., Interim Executive Director of Development and Infrastructure Services Re: Zoning 303 Parvin Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon an ordinance to rezone 0.36± acres from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northeast corner of First Street and Parvin Street. (Z22- 0016). Description of Agenda Item: On November 22, 2022, the Town Council approved the proposed request, by a vote of 7-0. A zoning ordinance has been prepared accordingly. Legal Obligations and Review: Town Attorney, Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard ordinance as to form and legality. Attachments: 1. Ordinance 2. Ordinance Exhibit Town Staff Recommendation: Town staff recommends approval of an ordinance to rezone 0.36± acres from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northeast corner of First Street and Parvin Street. (Z22-0016). Proposed Motion: I move to approve an ordinance to rezone 0.36± acres from Single Family-15 (SF-15) to Downtown Office (DTO), located on the northeast corner of First Street and Parvin Street. (Z22-0016). Prosper is a place where everyone matters. PLANNING Page 123 Item 15. TOWN OF PROSPER, TEXAS ORDINANCE NO. 2022-__ AN ORDINANCE OF THE TOWN OF PROSPER, TEXAS, AMENDING PROSPER’S ZONING ORDINANCE BY REZONING A TRACT OF LAND CONSISTING OF 0.5275 ACRE, SITUATED IN THE COLLIN COUNTY SCHOOL LAND SURVEY, ABSTRACT NO. 147, IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS FROM SINGLE FAMILY-15 (SF-15) TO DOWNTOWN OFFICE (DTO); DESCRIBING THE TRACT TO BE REZONED; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town Council of the Town of Prosper, Texas (the “Town Council”) has investigated and determined that the Zoning Ordinance should be amended; and WHEREAS, the Town of Prosper, Texas (“Prosper”) has received a request from Sara Sangani (“Applicant”), to rezone 0.5275 acre of land, more or less, in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, from Single Family- 15 (SF-15) to Downtown Office (DTO) and being more particularly described in Exhibit “A,” attached hereto and incorporated herein for all purposes; and WHEREAS, the Town Council has investigated and determined that the facts contained in the request are true and correct; and WHEREAS, all legal notices required for rezoning have been given in the manner and form set forth by law, Public Hearings have been held, and all other requirements of notice and completion of such procedures have been fulfilled; and WHEREAS, the Town Council has further investigated into and determined that it will be advantageous and beneficial to Prosper and its inhabitants to rezone this property as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendment to the Town’s Zoning Ordinance. The Town’s Zoning Ordinanceis amended as follows: The zoning designation of the below described property containing 0.177 acres of land, more or less, in the Collin County School Land Survey, Abstract No. 147, in the Town of Prosper, Collin County, Texas, (the “Property”) and all streets, roads, and alleyways contiguous and/or adjacent thereto is hereby zoned as Downtown Office (DTO) and being more particularly described in Exhibit “A,” attached hereto and incorporated herein for all purposes as if set forth verbatim. Page 124 Item 15. Ordinance No. 2022-__, Page 2 All development plans, standards, and uses for the Property shall comply fully with the requirements of all ordinances, rules, and regulations of the Town of Prosper, as they currently exist or may be amended. Two (2) original, official, and identical copies of the zoning exhibit map are hereby adopted and shall be filed and maintained as follows: a. One (1) copy shall be filed with the Town Secretary and retained as an original record and shall not be changed in any manner. b. One (1) copy shall be filed with the Building Official and shall be maintained up-to-date by posting thereon all changes and subsequent amendments for observation, issuing building permits, certificates of compliance and occupancy, and enforcing the zoning ordinance. Reproduction for inf ormation purposes may from time-to-time be made of the official zoning district map. SECTION 3 No Vested Interest/Repeal. No developer or property owner shall acquire any vested interest in this Ordinance or in any other specific regulations contained herein. Any portion of this Ordinance may be repealed by the Town Council in the manner provided for by law. SECTION 4 Unlawful Use of Premises. It shall be unlawful for any person, firm or corporation to make use of said premises in some manner other than as authorized by this Ordinance, and shall be unlawful for any person, firm or corporation to construct on said premises any building that is not in conformity with the permissible uses under this Zoning Ordinance. SECTION 5 Penalty. Any person, firm, corporation or business entity violating this Ordinance or any provision of Prosper’s Zoning Ordinance shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day’s violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal rights and remedies available to it pursuant to local, state and federal law. SECTION 6 Severability. Should any section, subsection, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. Prosper hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases be declared unconstitutional or invalid. Page 125 Item 15. Ordinance No. 2022-__, Page 3 SECTION 7 Savings/Repealing Clause. Prosper’s Zoning Ordinance shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 8 Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 13TH DAY OF DECEMBER, 2022. ______________________________ David F. Bristol, Mayor ATTEST: _________________________________ Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney Page 126 Item 15. CALLED 0.36 ACRES SARA SANGANI DOC. NO. 20171211001630830 O.P.R.C.C.T. CALLED TRACT 3 - 2.1305 ACRES ST MARK COPTIC ORTHODOX CHURCH OF FRISCO DOC. NO. 20211115002329420 O.P.R.C.C.T. CALLED TRACT 3 - 2.1305 ACRES ST MARK COPTIC ORTHODOX CHURCH OF FRISCO DOC. NO. 20211115002329420 O.P.R.C.C.T. 0.36 ACRES 15,705 SQ. FT. V V V V V V V V V V V V V V V V VVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVV14.2'7.0'24.0'28.2'24.0'7.0'1.1'6.3'6.2'3. 8 ' 6.3'2.4'14.0'2.0'12.2'2.0'16.1' TWO STORY FRAME BUILDING BUILDING HEIGHT=25.7' ABOVE FINISHED FLOOR F.F.ELEV.=752.7' 8.2' X 9.7' WOOD SHED NO SLABOHUOHUOHUOHUOHUOHU OHUOHUOHUOHUOHUOHUOHUOHUOHUOHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHU OHUOHUOHUOHUOHUOHU3.9' CONCRETE CELLAR REMAINS 5/8" CIRF "RPLS 1890" COLLIN CS L S U R V E Y , ABSTRACT N O . 1 4 7 POB 3/8" IRF N 00°26'50" W 342.21'39.5' 20.8'40.6'59.0'5/8" CIRF "RPLS 1890" 1/2" IRF N 89°51'59" E 112.03'S 00°44'06" E 140.38'N 89°56'22" W 112.03' S 89°44'31" E 117.22'L1L3N 00°44'06" W 140.00'1/2" IRF 3/8" IRF 5/8" IRF X-CUT FOUND 3/8" IRF L2 2.32'136.54'1.52'1.9'0.8'1.0'5/8" CIRF "RPLS 1890" GAP BETWEEN DEEDS GAP BETWEEN DEEDSWOOD CANOPY 1/2" IRF CALLED 0.52 ACRES PAUL THIENVANICH DOC. NO. 2022000108255 O.P.R.C.C.T. CALLED 0.496 ACRES McNEELEY INVESTMENTS, LLC DOC. NO. 20101012001099530 O.P.R.C.C.T. CALLED 0.536 ACRES PAUL THIENVANICH AND PACHARAKORN THIENVANICH DOC. NO. 20141219001385860 O.P.R.C.C.T. CALLED 0.207 ACRES PROSPER INDEPENDENT SCHOOL DISTRICT DOC. NO. 20210224000358080 O.P.R.C.C.T. CALLED 2.611 ACRES PROSPER INDEPENDENT SCHOOL DISTRICT DOC. NO. 20210224000358070 O.P.R.C.C.T.OHUOHUOHUOHUOHUOHUCL CL CL CL CL CL CL CL CL CL CL CLCLCLCLCLCLCLCLCLCLCLCLCLCL22.0'39.9'39.1'60.1' 59.4'39.7'5/8" CIRF "RPLS 5587"1/2" IRFMAG NAIL FOUND ///// / LOT 6 BLOCK 24 BRYANT'S ADDITION VOL. 116, PG. 162 D.R.C.C.T. LOT 7 BLOCK 22 BRYANT'S ADDITION VOL. 116, PG. 162 D.R.C.C.T.60.0'E. SECOND STREET 60' PUBLIC RIGHT-OF-WAY VOL. 116, PG. 162, D.R.C.C.T.22.8'N 00°23'08" W 140.00'5/8" CIRF "RPLS 1890" 28.2' 30.7' 77.88'72.00'125.00'12.7'12.1'18.4' 20.6' 29.1' 31.8'SOUTH PARVIN STREET19.9' WIDE CONCRETE PAVEMENT60' PUBLIC RIGHT-OF-WAYVOL. 116, PG. 162, D.R.C.C.T.EAST FIRST STREET 19.9' WIDE CONCRETE PAVEMENT PUBLIC RIGHT-OF-WAY 17.3'16.9'7.4'7.2'6.9'21.7' 19.2' PROSPER UNITED METHODIST CHURCH ADDITION CABINET O, PG. 116 O.P.R.C.C.T.N 00°23'08" W160.00'5/8" CIRF "RPLS 1890" EX. ZONING: SF PROP. ZONING: DTO DATENo.REVISIONBYDATE: SHEET File No. 2022-0XX 09/19/2022 CHECKED: ASD DRAWN:ASD DESIGN:303 PARVIN STREETPARVIN ST. AND E. FIRST ST.PROSPER, TEXAS1903 CENTRAL DRIVE, SUITE #406PHONE: 817.281.0572BEDFORD, TX 76021 WWW.CLAYMOOREENG.COMPLOTTED BY:DREW DONOSKYPLOT DATE:12/1/2022 4:45 PMLOCATION:Z:\PROJECTS\MARKETING\303 PARVIN\CADD\SHEETS\EXHIBIT A.DWGLAST SAVED:11/29/2022 9:03 AMTEXAS REGISTRATION #14199 MAM PRELIMINARY CLAYMOORE ENGINEERING EXHIBIT AA COUNTY SURVEY:ABSTRACT NO. COLLIN CITY:STATE: PROSPER TEXAS LEGAL DESCRIPTION: APPLICANT: CLAYMOORE ENGINEERING, INC. 1903 CENTRAL DRIVE, SUITE #406 BEDFORD, TX 76021 PH: 817.281.0572 SURVEYOR: CONTACT NAME: MATT MOORE BEING A 0.36 ACRE TRACT OR PARCEL OF LAND SITUATED IN THE COLLIN CSL SURVEY, ABSTRACT NUMBER 147 IN COLLIN COUNTY, TEXAS, BEING ALL OF A CALLED 0.36 ACRE TRACT OF LAND CONVEYED TO SARA SANGANI BY DEED OF RECORD IN DOCUMENT NUMBER 20171211001630830 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS 303 PARVIN STREET EXHIBIT A COLLIN COUNTY SCHOOL LAND SURVEY 147 VICINITY MAP N.T.S. SITE DEVELOPER: SARA SANGANI 303 S. PARVIN ST. PROSPER, TX 75078 EMAIL: SANGANI.SARA@GMAIL.COM CONTACT NAME: SARA SANGANI 0 GRAPHIC SCALE 1 inch = ft. 20 20 40 20 10 E. FIRST ST.S. PARVIN ST.CASE #: Z22-0016 BEING A 0.5275 ACRE TRACT OF LAND OUT OF THE COLLIN COUNTY SCHOOL LAND SURVEY, ABSTRACT NUMBER 147, SITUATED IN COLLIN COUNTY, TEXAS, AND BEING ALL OF A CALLED 0.36 ACRE TRACT OF LAND CONVEYED TO SARA SANGANI BY DEED OF RECORD IN DOCUMENT NUMBER 20171211001630830 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS, AND BEING A PORTION OF EAST FIRST STREET (A VARIABLE-WIDTH PUBLIC RIGHT-OF-WAY), AND BEING A PORTION OF SOUTH PARVIN STREET (A 60-FOOT PUBLIC RIGHT-OF-WAY), AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING, AT A 3/8 INCH IRON ROD FOUND AT THE NORTHEAST CORNER OF SAID 0.36 ACRE TRACT, FROM WHICH A 5/8 IRON ROD WITH PLASTIC CAP STAMPED “RPLS 1890” FOUND AT AN INTERIOR ELL CORNER IN THE SOUTH LINE OF A CALLED TRACT 3 - 2.1305 ACRE TRACT OF LAND CONVEYED TO ST MARK COPTIC ORTHODOX CHURCH OF FRISCO BY DEED OF RECORD IN DOCUMENT NUMBER 20211115002329420 OF SAID OFFICIAL PUBLIC RECORDS BEARS N52°53'58"E, A DISTANCE OF 1.26 FEET; THENCE, S00°44'06"E, IN PART, ALONG THE EAST LINE OF SAID 0.36 ACRE TRACT, AND IN PART, OVER AND ACROSS EAST FIRST STREET, PASSING AT A DISTANCE OF 2.32 FEET, A 1/2 INCH IRON ROD FOUND, ALSO PASSING AT A DISTANCE OF 138.86 FEET, A 5/8 INCH IRON ROD FOUND AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID 2.1305 ACRE TRACT, ALSO PASSING AT A DISTANCE OF 140.38 FEET A 3/8 INCH IRON ROD FOUND IN THE NORTH RIGHT-OF-WAY LINE OF EAST FIRST STREET, BEING THE SOUTHEAST CORNER OF SAID 0.36 ACRE TRACT, FROM WHICH A 1/2 INCH IRON ROD FOUND BEARS S59°27'27"W, A DISTANCE OF 3.11 FEET, AND CONTINUING A TOTAL DISTANCE OF 162.42 FEET TO A POINT AT OR NEAR THE CENTER OF EAST FIRST STREET; THENCE, S89°40'41"W, ALONG OR NEAR THE CENTER OF EAST FIRST STREET, A DISTANCE OF 139.66 FEET TO A POINT AT OR NEAR THE INTERSECTION OF THE CENTER OF EAST FIRST STREET AND THE CENTER OF SOUTH PARVIN STREET; THENCE, N01°52'20"W, LEAVING EAST FIRST STREET, ALONG OR NEAR THE CENTER OF SOUTH PARVIN STREET, A DISTANCE OF 162.95 FEET TO A POINT; THENCE, N89°51'59"E, IN PART, OVER AND ACROSS SOUTH PARVIN STREET, AND IN PART, ALONG THE NORTH LINE OF SAID 0.36 ACRE TRACT, PASSING AT A DISTANCE OF 30.87 FEET AN X-CUT IN CONCRETE FOUND AT THE NORTHWEST CORNER OF SAID 0.36 ACRE TRACT, FROM WHICH A 5/8 IRON ROD WITH PLASTIC CAP STAMPED “RPLS 1890” FOUND AT THE MOST WESTERLY SOUTHWEST CORNER OF SAID 2.1305 ACRE TRACT BEARS N21°19'12"E, A DISTANCE OF 2.06 FEET, AND FROM WHICH A 3/8 INCH IRON ROD FOUND AT THE INTERSECTION OF THE NORTH RIGHT-OF-WAY LINE OF EAST FIRST STREET AND THE EAST RIGHT-OF-WAY LINE OF SOUTH PARVIN STREET, BEING THE SOUTHWEST CORNER OF SAID 0.36 ACRE TRACT, BEARS S00°26'25"E, A DISTANCE OF 140.00 FEET, AND CONTINUING A TOTAL DISTANCE OF 142.90 FEET TO THE POINT OF BEGINNING, AND CONTAINING AN AREA OF 0.5275 OF AN ACRE (22,979 SQUARE FEET) OF LAND, MORE OR LESS. EAGLE SURVEYING, LLC 210 SOUTH ELM STREET, SUITE #104 DENTON, TX 76201 PH: 940.222.3009 CONTACT NAME: MATTHEW RAABES. FIELD ST.S. CHURCH ST.Page 127 Item 15. Page 1 of 2 To: Mayor and Town Council From: David Soto, Planning Manager Through: Ron Patterson, Interim Town Manager Hulon T. Webb, Jr., Interim Executive Director of Development and Infrastructure Services Re: Zoning Victory at Frontier South Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon an ordinance to rezone 7.9± acres from Office (O) to Planned Development-Office (PD-O), generally to modify the development standards to facilitate an office/retail development, including drive-through coffee shop as a permitted use, located on the northwest corner of Preston Road and Coleman Road. (Z21-0013). Description of Agenda Item: On September 27, 2022, the Town Council approved the proposed request, by a vote of 4-2 subject to the applicant revising the front two buildings, Lots 1 and 2 to be 80% stone/masonry and a maximum amount of 10% stucco to be used on any building. The applicant has submitted the revisions to meet the conditions from Town Council. A Planned Development ordinance has been prepared accordingly. Legal Obligations and Review: Town Attorney, Terrence Welch of Brown & Hofmeister, L.L.P., has approved the standard ordinance as to form and legality. Attachments: 1. Ordinance 2. Ordinance Exhibits Town Staff Recommendation: Town staff recommends approval of an ordinance to rezone 7.9± acres from Office (O) to Planned Development-Office (PD-O), generally to modify the development standards to facilitate an office/retail development, including drive-through coffee shop as a permitted use, located on the northwest corner of Preston Road and Coleman Road. (Z21-0013). Prosper is a place where everyone matters. PLANNING Page 128 Item 16. Page 2 of 2 Proposed Motion: I move to approve an ordinance to rezone 7.9± acres from Office (O) to Planned Development- Office (PD-O), generally to modify the development standards to facilitate an office/retail development, including drive-through coffee shop as a permitted use, located on the northwest corner of Preston Road and Coleman Road. (Z21-0013). Page 129 Item 16. TOWN OF PROSPER, TEXAS ORDINANCE NO. 2022-___ AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, AMENDING THE ZONING ORDINANCE BY REZONING A TRACT OF LAND CONSISTING OF 7.930 ACRES MORE OR LESS, SITUATED IN SPENCER RICE SURVEY, ABSTRACT NO. 787, TOWN OF PROSPER, COLLIN COUNTY, TEXAS, FROM OFFICE TO PLANNED DEVELOPMENT-116 (PD116); DESCRIBING THE TRACT TO BE REZONED; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town Council of the Town of Prosper, Texas (the “Town Council”), has investigated and determined that the Zoning Ordinance should be amended; and WHEREAS, the Town of Prosper, Texas (“Prosper”) has received a request (Case Z21- 0013) from Victory at Frontier, LP (“Applicant”), to rezone 7.930 acres of land, more or less, situated in Spencer Rice Survey, Abstract No. 787, Town of Prosper, Collin County, Texas, from Office to Planned Development-116 (PD116) and being more particularly described in Exhibit A, attached hereto and incorporated herein for all purposes; and WHEREAS, the Town Council has investigated and determined that the facts contained in the request are true and correct; and WHEREAS, all legal notices required for rezoning have been given in the manner and form set forth by law, Public Hearings have been held, and all other requirements of notice and completion of such procedures have been fulfilled; and WHEREAS, the Town Council has further investigated into and determined that it will be advantageous and beneficial to Prosper and its inhabitants to rezone this property as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendment to the Town’s Zoning Ordinance. The Town’s Zoning Ordinance, as amended, is hereby amended as follows: The zoning designation of the below described property containing 7.930 acres of land, more or less, situated in in Spencer Rice Survey, Abstract No. 787Town of Prosper, Collin County, Texas, and all streets, roads, and alleyways contiguous and/or adjacent thereto are hereby zoned as Planned Development-116 (PD116) and being more particularly described in Exhibit A, attached hereto and incorporated herein for all purposes as if set forth verbatim. Page 130 Item 16. Ordinance No. 2022-___, Page 2 The development plans, standards, and uses for the Property in this Planned Development District shall conform to, and comply with (1) the Statement of Intent and Purpose, attached hereto as Exhibit B; (2) the Development Standards, attached hereto as Exhibit C; (3) the Concept Plan, attached hereto as Exhibit D; (4) the Development Schedule, attached hereto as Exhibit E; and (5) the Façade Plans, attached hereto as Exhibit F; and (6) the Landscape Plans, attached here to as Exhibit G, all of which are incorporated herein for all purposes as if set forth verbatim. Two (2) original, official, and identical copies of the zoning exhibit map are hereby adopted and shall be filed and maintained as follows: a. One (1) copy shall be filed with the Town Secretary and retained as an original record and shall not be changed in any manner. b. One (1) copy shall be filed with the Building Official and shall be maintained up-to-date by posting thereon all changes and subsequent amendments for observation, issuing building permits, certificates of compliance and occupancy, and enforcing the zoning ordinance. Reproduction for information purposes may from time-to-time be made of the official zoning district map. SECTION 3 No Vested Interest/Repeal. No developer or property owner shall acquire any vested interest in this Ordinance or in any other specific regulations contained herein. Any portion of this Ordinance may be repealed by the Town Council in the manner provided for by law. SECTION 4 Unlawful Use of Premises. It shall be unlawful for any person, firm or corporation to make use of said premises in some manner other than as authorized by this Ordinance, and shall be unlawful for any person, firm or corporation to construct on said premises any building that is not in conformity with the permissible uses under this Zoning Ordinance. SECTION 5 Penalty. Any person, firm, corporation, or business entity violating this Ordinance or any provision of Prosper’s Zoning Ordinance, as amended, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day’s violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal rights and remedies available to it pursuant to local, state and federal law. SECTION 6 Severability. Should any section, subsection, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. Prosper hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases be declared unconstitutional or invalid. Page 131 Item 16. Ordinance No. 2022-___, Page 3 SECTION 7 Savings/Repealing Clause. Prosper’s Zoning Ordinance, as amended, shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 8 Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 13TH DAY OF DECEMBER, 2022. ______________________________ David F. Bristol, Mayor ATTEST: _________________________________ Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: _________________________________ Terrence S. Welch, Town Attorney Page 132 Item 16. POINT OF BEGINNING PART OF GANAPATHY LTD. VOLUME 5894, PAGE 1749 D.R.C.C.T. VICTORY AT FRONTIER, LLC DOC. NO. 20161122001590950 O.P.R.C.C.T. REMAINDER OF GANAPATHY LTD. VOLUME 5894, PAGE 1749 D.R.C.C.T.S01°19'04"W 136.65'L=74.93', R=505.04' D=8°30'01" S05°39'43"W~74.86'S01°23'34"W 169.88'N68°26'59"W 67.52' N44°47'36"W 36.02' N72°37'11"W 45.61' N45°00'26"W 38.46' N29°04'28"W 55.96' N21°45'04"W 43.98' N39°20'23"W 38.60' N78°37'23"W 27.75' N60°14'43"W 43.86' N53°46'59"W 50.60' N61°53'52"W 46.24' N51°21'56"W 52.18'N51 ° 36 '52 "W 83 .2 6 ' N48°22'22"W 65.47' N39°13'51"W 41.96' N15°56'22"W 61.19' N28°54'13"W 57.30' N44°07'47"W 56.24'N01°21'08"E 284.91'S88°38'52"E 298.00' S 3 4 ° 5 5 ' 4 7 " E 2 8 2 . 0 7 ' S88°36'03"E 199.57'S01°24'24"W 160.30'S04°40'02"W 100.17'VICTORY AT FRONTIER, LLCDOC. NO. 20161122001590950 O.P.R.C.C.T.PRESTON ROAD(STATE HIGHWAY 289)VARIABLE WIDTH RIGHT-OF-WAY345,433 SQ.FT. 7.930 ACRES OUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUREMAINDER OF GANAPATHY LTD. VOLUME 5894, PAGE 1749 D.R.C.C.T. N. COLEMAN STREET 90' RIGHT-OF-WAY(DOC. NO. 20151223001600670, O . P . R . C . C . T . )S01°24'59"W 162.65'49.06' STATE OF TEXAS DOC. NO. 20110909000955640 O.P.R.C.C.T. TOWN OF PROSPER DOC. NO. 20151223001600670 O.P.R.C.C.T. C1706220DRAWN: E.R. CHECKED: T.M. DATE: 05/14/2018 JOB NO.: BOUNDARY TOPOGRAPHIC SURVEY SCALE: 1" = 50'50'0 25'50'100' SURVEYOR'S NOTES: 1.Bearings and distances are based on the State Plane Coordinate System, Texas North Central Zone (4202) North American Datum of 1983 (NAD 83)(US Foot) with a combined scale factor of 1.000152710. 2.Elevations, are referenced to The North American Vertical Datum of 1988 (NAVD88). 3.This property lies within Zone "A" and Zone "X" (Unshaded), of the Flood Insurance Rate Map for Collin County, Texas and Incorporated Areas, map no. 48085C0120 J, with an effective date of June 2, 2009 via scaled map location and graphic plotting. 4.Monuments are found unless specifically designated as set. 5.There was no observed evidence of any structures on the subject property at the time of survey. NOTE REGARDING UTILITIES Utility locations are per observed evidence only. SITE BENCHMARKS: 1.An "X" set on a concrete storm sewer inlet within Preston Road (State Highway 289), approximately 20' east and 82' south of the Northeast corner of the subject property. Elevation=708.16' 2.A 60D Nail set on natural ground within that tract of land described to Victory at Frontier, LLC by deed recorded in Document No. 20161122001590950, O.P.R.C.C.T., approximately 131' west and 77' north of its most easterly Southeast corner. Elevation=709.34' SITE LEGEND OF ABBREVIATIONS ·D.R.C.C.T. DEED RECORDS, COLLIN COUNTY, TEXAS ·O.P.R.C.C.T.OFFICIAL PUBLIC RECORDS, COLLIN COUNTY, TEXAS ·P.R.C.C.T.PLAT RECORDS, COLLIN COUNTY, TEXAS ·ROW RIGHT OF WAY ·IRS 1/2 INCH CAPPED REBAR STAMPED "ASC" SET ·C.M.CONTROLLING MONUMENT 7.930 ACRES Spencer Rice Survey, Abstract No. 787, Town of Prosper, Collin County, Texas VICINITY MAP NOT TO SCALE 4821 Merlot Avenue, Suite 210 Grapevine, Texas 76051 Phone: 817-488-4960 220 ELM STREET, SUITE 200 I LEWISVILLE, TX 75057 I 214.217.2544 FIRM REGISTRATION NO. 10194331 I WINDROSESERVICES.COM ILAND SURVEYING PLATTING W I N D R O S E 220 Elm St., # 200 - Lewisville, TX 75057 Ph. 214.217.2544 - TFRN# 10063800 arthursurveying.com Established 1986 SURVEYOR'S CERTIFICATE This is to certify that I, Thomas W. Mauk, a Registered Professional Land Surveyor of the State of Texas, have prepared this map from an actual survey on the ground, and that this map correctly represents that survey made by me or under my direction and supervision. This survey meets the minimum requirements for a Category 1A, Condition II Land Title Survey. Fieldwork was completed on May 11, 2018. Date of Plat/Map: May 14, 2018 ______________________________ Thomas W. Mauk, R.P.L.S. No. 5119 PROPERTY DESCRIPTION:Being a 7.930 acre tract of land situated in the Spencer Rice Survey, Abstract No. 787, in the Town of Prosper, Collin County, Texas,being a part of that same tract of land described to Ganapathy, Ltd. by deed recorded in Volume 5894, Page 1749, of the Deed Records ofCollin County, Texas (D.R.C.C.T.), and being more particularly described by metes and bounds as follows (Bearings and distances arebased on the State Plane Coordinate System, Texas North Central Zone (4202) North American Datum of 1983 (NAD 83)(US Foot) witha combined scale factor of 1.000152710):BEGINNING at a 5/8 inch rebar found for the Southeast corner of a tract of land described to Victory at Frontier, LLC by deed recordedin Document No. 20161122001590950, of the Official Public Records of Collin County, Texas, same being the Northeast corner of saidGanapathy , Ltd. tract, and lying on the West right-of-way line of Preston Road (State Highway 289) (variable width right-of-way);THENCE South 01 Degrees 24 Minutes 24 Seconds West, with the West right-of-way line of said Preston Road, a distance of 160.30feet to a Brass Monument found for the North corner of a tract of land described to the State of Texas by deed recorded in Document No.20110909000955640, O.P.R.C.C.T.;THENCE South 04 Degrees 40 Minutes 02 Seconds West, continuing with the West right-of-way line of said Preston Road, and with the West line of said State of Texas tract, a distance of 100.17 feet to a Brass Monument found for corner; THENCE South 01 Degrees 19 Minutes 04 Seconds West, continuing with the West right-of-way line of said Preston Road, and with the West line of said State of Texas tract, a distance of 136.65 feet to a point for corner on the Northwest line of a tract of land described to the Town of Prosper, Texas by deed recorded in Document No. 20151223001600670, O.P.R.C.C.T., and being the beginning of a non-tangent curve to the left, having a central angle of 8 Degrees 30 Minutes 01 Seconds, a radius of 505.04 feet, and a chord bearing and distance of South 05 Degrees 39 Minutes 43 Seconds West, 74.86 feet; THENCE, in a southerly direction, with the West line of said Town of Prosper tract, continuing with the West right-of-way line of said Preston Road, and along said non-tangent curve to the left, an arc length of 74.93 feet to a point for corner; THENCE South 01 Degrees 23 Minutes 34 Seconds West, continuing with the West line of said Town of Prosper tract and the West right-of-way line of said Preston Road, a distance of 169.88 feet to a point for the Southeast corner of the herein described tract, said point lying near the center of a concrete drainage rip rap; THENCE, departing the West right-of-way line of said Preston Road, and the West line of said Town of Prosper tract, over, across, and through said Ganapathy, Ltd. tract, along a creek, the following courses and distances: 1.North 68 Degrees 26 Minutes 59 Seconds West, a distance of 67.52 feet to a point for corner; 2.North 44 Degrees 47 Minutes 36 Seconds West, a distance of 36.02 feet to a point for corner; 3.North 72 Degrees 37 Minutes 11 Seconds West, a distance of 45.61 feet to a point for corner; 4.North 45 Degrees 00 Minutes 26 Seconds West, a distance of 38.46 feet to a point for corner; 5.North 29 Degrees 04 Minutes 28 Seconds West, a distance of 55.96 feet to a point for corner; 6.North 21 Degrees 45 Minutes 04 Seconds West, a distance of 43.98 feet to a point for corner; 7.North 39 Degrees 20 Minutes 23 Seconds West, a distance of 38.60 feet to a point for corner; 8.North 78 Degrees 37 Minutes 23 Seconds West, a distance of 27.75 feet to a point for corner; 9.North 60 Degrees 14 Minutes 43 Seconds West, a distance of 43.86 feet to a point for corner; 10.North 53 Degrees 46 Minutes 59 Seconds West, a distance of 50.60 feet to a point for corner; 11.North 61 Degrees 53 Minutes 52 Seconds West, a distance of 46.24 feet to a point for corner; 12.North 51 Degrees 21 Minutes 56 Seconds West, a distance of 52.18 feet to a point for corner; 13.North 51 Degrees 36 Minutes 52 Seconds West, a distance of 83.26 feet to a point for corner; 14.North 48 Degrees 22 Minutes 22 Seconds West, a distance of 65.47 feet to a point for corner; 15.North 39 Degrees 13 Minutes 51 Seconds West, a distance of 41.96 feet to a point for corner; 16.North 15 Degrees 56 Minutes 22 Seconds West, a distance of 61.19 feet to a point for corner; 17.North 28 Degrees 54 Minutes 13 Seconds West, a distance of 57.30 feet to a point for corner; 18.THENCE North 44 Degrees 07 Minutes 47 Seconds West, continuing through said Ganapathy, Ltd. tract, a distance of 56.24 feet to a point in a creek for corner, said point being the westernmost Southeast corner of said Victory at Frontier, LLC tract, same being the Northwest corner of the herein described tract; THENCE North 01 Degrees 21 Minutes 08 Seconds East, with the westernmost East line of said Victory at Frontier, LLC tract, a distance of 284.91 feet to a 5/8 inch rebar found for the easternmost Northwest corner of said Ganapathy, Ltd. tract, same being an interior "ell" corner of said Victory at Frontier, LLC tract; THENCE South 88 Degrees 38 Minutes 52 Seconds East, with a South line of said Victory at Frontier, LLC tract, a distance of 298.00 feet to a 1/2 inch rebar with a cap stamped "ASC" set for corner; THENCE South 34 Degrees 54 Minutes 47 Seconds East, with the easternmost Southwest line of said Victory at Frontier, LLC tract, passing a 1/2 inch rebar with a cap stamped "CBG" found at a distance of 49.06 feet and continuing for a total distance of 282.07 feet to a 5/8 inch rebar found for the easternmost Southwest corner of said Victory at Frontier, LLC tract; THENCE South 88 Degrees 36 Minutes 03 Seconds East, with the easternmost South line of said Victory at Frontier, LLC tract, a distance of 199.57 feet to the POINT OF BEGINNING and containing 345,433 square feet or 7.930 acres of land, more or less. TITLE COMMITMENT NOTES This survey was prepared without the benefit of a commitment for title insurance. Therefore, easements, agreements, or other documents, either recorded, or unrecorded may exist that affect the subject property that are not shown on this survey. Page 133 Item 16. Page 134 Item 16. KIRKMAN ENGINEERING :: 5200 State Hwy 121 Colleyville, TX 76034 Ph: 817-488-4960 :: TBPE Firm#15874 Page 1 of 2 EXHIBIT C DEVELOPMENT STANDARDS Conformance with the Town’s Zoning Ordinance and Subdivision Ordinance: Except as otherwise set forth in these development standards, the regulation of the Town’s Zoning Ordinance as it exists or may be amended, and the Subdivision Ordinance, as it exists or may be amended shall apply. 1. Except as noted below, the tract shall develop in accordance with the Office (O) Districts, as it exists or may be amended. a. Conceptual Site Plan: The tract shall continue to be used in general accordance with the attached concept plan, set forth in Exhibit D. b. Building elevations: The tract shall continue to be used in general accordance with the attached façade plans, set forth in Exhibit F. c. Landscape Plan: The tract shall continue to be used in general accordance with the attached landscape plan, set forth in Exhibit G 2. Uses. All the permitted uses in the office (O) District shall be allowed with the same provisions and restrictions, including uses permitted by a Specific Use Permit (SUP) and Conditional Use Permit (C), except as noted below: a. Uses Permitted by Right • Restaurant with Drive-Through on Lot 2 within a multi-tenant building. • Retail Stores and Shops • Gymnastics/Dance Studio • Restaurant • Veterinarian Clinic and/or Kennel, Indoor • Office/Showroom 3. Size of Yards: a. Minimum Front yard: 30 Feet b. Minimum Side Yard: • Ten Feet Adjacent to any residential district. • No Side yard adjacent to any nonresidential district. c. Minimum Rear Yard. • Ten Feet Adjacent to any residential district. • No Side yard adjacent to any nonresidential district. d. Maximum Height: Four Stories, no greater than 60 feet above the primary entry level. (Height calculations do not include partially below grade levels) e. Maximum Floor Area: No Maximum Floor Area. Page 135 Item 16. 4. Architectural Regulations: a. All buildings on lots 1 and 2 shall be consistent architecturally with the elevations provided within this PD. • 80% masonry and 10% maximum amount of stucco b. All building on lots 3 and 4 shall be consistent architecturally with the elevations provided within this PD. • Masonry 60% • Architectural Panel 20% • Awnings 10% • Stucco 10% c. All mechanical equipment shall be screened from public view. Rooftop mounted equipment shall be screened by a parapet wall or screening wall. d. Windows shall have a maximum exterior visible reflectivity of ten (10) percent. KIRKMAN ENGINEERING :: 5200 State Hwy 121 Colleyville, TX 76034 Ph: 817-488-4960 :: TBPE Firm#15874 Page 136 Item 16. Page 137 Item 16. Page 138 Item 16. Page 139 Item 16. Page 140 Item 16. Page 141 Item 16. Page 142 Item 16. Page 143 Item 16. Page 144 Item 16. Page 145 Item 16. Page 1 of 2 To: Mayor and Town Council From: David Soto, Planning Manager Through: Ron K. Patterson, Interim Town Manager Hulon T. Webb, Jr., Interim Executive Director of Development and Infrastructure Services Re: Development Agreement Victory at Frontier South Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon authorizing the Interim Town Manager to execute a Development Agreement between Victory at Frontier South LP, and the Town of Prosper, Texas, related to the Victory at Frontier South development, located on the northwest corner of Preston Road and Coleman Road. Description of Agenda Item: On September 27, 2022, the Town Council approved the proposed request, by a vote of 4-2 subject to the applicant revising the front two buildings, Lots 1 and 2 to be 80% stone/masonry and a maximum amount of 10% stucco to be used on any building. The applicant has submitted the revisions to meet the conditions from Town Council. In addition, the development agreement also prohibits certain business establishments. A Development Agreement has been prepared accordingly. Legal Obligations and Review: Town Attorney, Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the agreement as to form and legality. Attachments: 1. Development Agreement Town Staff Recommendation: Town staff recommends that the Town Council authorize the Interim Town Manager to execute a Development Agreement between Victory at Frontier South LP, and the Town of Prosper, Texas, related to the Victory at Frontier South development, located on the northwest corner of Preston Road and Coleman Road. Prosper is a place where everyone matters. PLANNING Page 146 Item 17. Page 2 of 2 Proposed Motion: I move to authorize the Interim Town Manager to execute a Development Agreement between Victory at Frontier South LP, and the Town of Prosper, Texas, related to the Victory at Frontier South development, located on the northwest corner of Preston Road and Coleman Road. Page 147 Item 17. DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into by and between the Town of Prosper, Texas (“Town”), and Victory at Frontier South LP (“Owner”), with the Town and Owner collectively referred to as “Parties,” to be effective on the date last executed by any of the Parties (the “Effective Date”). WHEREAS, the Town is a home-rule municipal corporation, located in Collin County and Denton County, Texas, organized and existing under the laws of the State of Texas; and WHEREAS, Owner is developing an approximate 7.930-acre tract of land generally located at the northwest corner of Preston Road and North Coleman Street in the Town, to be known as Victory at Frontier South, more particularly described and depicted in Exhibit A, attached hereto and incorporated by reference (the “Property”); and WHEREAS, the Property was rezoned by the Town Council on or about __________, 2022, by Ordinance No. 2022-___, and this Agreement seeks to incorporate, in part, the negotiated and agreed upon development standards contained in said Ordinance, as may be amended, and/or this Development Agreement, to recognize Owner’s reasonable investment-backed expectations in the development of the Property, as may be amended, and as more fully described herein; and WHEREAS, subject to the terms of this Agreement, Owner agrees and acknowledges that it will not lease or sell the Property, or so long as Owner (or a related entity) is the owner of the Property otherwise permit or authorize on the Property, any business enterprises engaging in those businesses referenced in Paragraph 1, below. NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties to this Agreement agree as follows: 1. Certain Business Establishments Prohibited on the Property. Owner agrees and acknowledges that it will not lease, sell or otherwise permit or authorize on the Property any of the following business establishments: (1) credit access businesses, as defined in Texas Finance Code § 393.601, as amended, including but not limited to payday lending businesses, “cash for title” lenders, and credit services businesses, as defined in Texas Finance Code § 393.001, as amended); (2) body art facilities; (3) smoke or vape shops; (4) any business entity that sells drug paraphernalia; (5) any business establishment offering gaming or slot machines; (6) sex shops, including but not limited to business entities whose primary purpose is the sale of lewd merchandise; (7) pawn shops; and (8) business entities which primarily utilize outdoor storage or displays. Additionally, Owner agrees and acknowledges that it will not lease, sell or otherwise permit or authorize on the Property a package liquor store, which for purposes of this Agreement is defined as any business entity that is currently required to obtain a Package Store Permit (P) from the Texas Alcoholic Beverage Commission fo r the off- premises consumption of alcohol. Page 148 Item 17. 2 2. Building Materials and Architectural Features. For any structure built on the Property following the Effective Date, it shall comply with the requirements contained in Exhibit B. The Parties agree and acknowledge that the provisions of this Paragraph shall apply to any structure constructed subsequent to the execution of this Agreement. 3. Covenant Running with the Land. The terms, conditions, rights, obligations, benefits, covenants and restrictions of the provisions of this Agreement shall be deemed covenants running with the land, and shall be binding upon and inure to the benefit of Owner and its heirs, representatives, successors and assigns. This Agreement shall be deemed to be incorporated into each deed and conveyance of the Property or any portion thereof hereafter made by any other owners of the Property, regardless of whether this Agreement is expressly referenced therein. 4. Applicability of Town Ordinances. Owner shall construct all structures on the Property in accordance with all applicable Town ordinances and building/construction codes, whether now existing or arising prior to such construction in the future provided any such change in an ordinance or code does not adversely conflict with any permits already issued. 5. Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time determined based on the nature of the alleged failure, but in no event less than thirty (30) days after written notice of the alleged failure has been given). In addition, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. If either Party is in default under this Agreement, the other Party shall have the right to enforce the Agreement in accordance with applicable law, provided, however, in no event shall any Party be liable for consequential or punitive damages. 6. Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the Parties created hereunder are performable in Collin County, Texas. Exclusive venue for any action arising under this Agreement shall lie in Collin County, Texas. 7. Notice. Any notices required or permitted to be given hereunder (each, a “Notice”) shall be given by certified or registered mail, return receipt requested, to the addresses set forth below or to such other single address as either party hereto shall notify the other: Page 149 Item 17. 3 If to the Town: 250 W. First Street P.O. Box 307 Prosper, Texas 75078 Attention: Town Manager If to Owner: Victory at Frontier South LP 2911 Turtle Creek Blvd., Suite 700 Dallas, Texas 75219 Attention: Tony Ramji 8. Prevailing Party. In the event any person initiates or defends any legal action or proceeding to enforce or interpret any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable costs and attorney’s fees (including its reasonable costs and attorney’s fees on any appeal). 9. Entire Agreement. This Agreement contains the entire agreement between the Parties hereto with respect to development of the Property and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. The provisions of this Agreement shall be construed as a whole and not strictly for or against any Party. 10. Savings/Severability. In the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Agreement shall, to the extent reasonably possible, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. 11. Binding Agreement. A telecopied facsimile or pdf of a duly executed counterpart of this Agreement shall be sufficient to evidence the binding agreement of each party to the terms herein. 12. Authority to Execute. This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto. The Town warrants and represents that the individual executing this Agreement on behalf of the Town has full authority to execute this Agreement and bind the Town to the same. Owner warrants and represents that the individual executing this Agreement on behalf of Owner has full authority to execute this Agreement and bind Owner to the same. The Town Council hereby authorizes the Interim Town Manager of the Town to execute this Agreement on behalf of the Town. 13. Mediation. In the event of any disagreement or conflict concerning the interpretation of this Agreement, and such disagreement cannot be resolved by the signatories hereto, the signatories agree to submit such disagreement to non -binding mediation. Page 150 Item 17. 4 14. Notification of Sale or Transfer; Assignment of Agreement. Except with respect to a sale or transfer to a related entity of Owner, Owner shall notify the Town in writing of any sale or transfer of all or any portion of the Property, within ten (10) business days of such sale or transfer. Owner has the right (from time to time without the consent of the Town, but upon written notice to the Town) to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of Owner under this Agreement, to any person or entity (an “Assignee”) that is or will become an owner of any portion of the Property or that is an entity that is controlled by or under common control with Owner. Each assignment shall be in writing executed by Owner and the Assignee and shall obligate the Assignee to be bound by this Agreement. Except with respect to a sale or transfer to a related entity of Owner, a copy of each assignment shall be provided to the Town within ten (10) business days after execution. Provided that the successor owner assumes the liabilities, responsibilities, and obligations of the assignor under this Agreement and/or the building has been constructed on the Property as provided in this Agreement, the assigning party will be released from any rights and obligations under this Agreement as to the Property that is the subject of such assignment, effective upon such transfer. No assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment. Owner shall maintain true and correct copies of all assignments made by Owner to any Assignee, including a copy of each executed assignment and the Assignee’s Notice information. 15. Sovereign Immunity. The Parties agree that the Town has not waived its sovereign immunity from suit by entering into and performing its obligations under this Agreement. 16. Effect of Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) are legislative findings of the Town Council; and (d) reflect the final intent of the Parties with regard to the subject matter of th is Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties ha ve relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 17. Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. 18. Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original fo r all purposes. A facsimile or pdf signature will also be deemed to constitute an original. 19. Exactions/Infrastructure Costs. Owner has been represented by legal counsel in the negotiation of this Agreement and been advised or ha s had the opportunity Page 151 Item 17. 5 to have legal counsel review this Agreement and advise Owner regarding Owner’s rights under Texas and federal law. 20. Amendment. This Agreement shall not be modified or amended except in writing signed by the Parties. A copy of ea ch amendment to this Agreement, when fully executed and recorded, shall be provided to each Party, Assignee and successor Owner of all or any part of the Property; however, the failure to provide such copies shall not affect the validity of any amendment. 21. Miscellaneous Drafting Provisions. This Agreement shall be deemed drafted equally by all Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) Page 152 Item 17. 6 IN WITNESS WHEREOF, the parties hereto have caused this document to be executed as of the date referenced herein. TOWN: THE TOWN OF PROSPER, TEXAS By: ___________________________ Name: Ron Patterson Title: Interim Town Manager, Town of Prosper STATE OF TEXAS ) ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the ___ day of _______________, 2022, by Ron Patterson, Interim Town Manager of the Town of Prosper, Texas, on behalf of the Town of Prosper, Texas. _____________________________________ Notary Public, State of Texas My Commission Expires: _________________ Page 153 Item 17. 7 OWNER: VICTORY AT FRONTIER SOUTH LP By: ________________________________ Tony Ramji STATE OF TEXAS ) ) COUNTY OF DALLAS ) This instrument was acknowledged before me on the ___ day of _______________, 2022, by Tony Ramji, in his capacity as authorized signatory of Victory at Frontier South LP, a Texas limited partnership, known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of Owner. _____________________________________ Notary Public, State of Texas My Commission Expires: _________________ Page 154 Item 17. POINT OF BEGINNING PART OF GANAPATHY LTD. VOLUME 5894, PAGE 1749 D.R.C.C.T. VICTORY AT FRONTIER, LLC DOC. NO. 20161122001590950 O.P.R.C.C.T. REMAINDER OF GANAPATHY LTD. VOLUME 5894, PAGE 1749 D.R.C.C.T.S01°19'04"W 136.65'L=74.93', R=505.04' D=8°30'01" S05°39'43"W~74.86'S01°23'34"W 169.88'N68°26'59"W 67.52' N44°47'36"W 36.02' N72°37'11"W 45.61' N45°00'26"W 38.46' N29°04'28"W 55.96' N21°45'04"W 43.98' N39°20'23"W 38.60' N78°37'23"W 27.75' N60°14'43"W 43.86' N53°46'59"W 50.60' N61°53'52"W 46.24' N51°21'56"W 52.18'N51 ° 36 '52 "W 83 .2 6 ' N48°22'22"W 65.47' N39°13'51"W 41.96' N15°56'22"W 61.19' N28°54'13"W 57.30' N44°07'47"W 56.24'N01°21'08"E 284.91'S88°38'52"E 298.00' S 3 4 ° 5 5 ' 4 7 " E 2 8 2 . 0 7 ' S88°36'03"E 199.57'S01°24'24"W 160.30'S04°40'02"W 100.17'VICTORY AT FRONTIER, LLC DOC. NO. 20161122001590950 O.P.R.C.C.T.PRESTON ROAD(STATE HIGHWAY 289)VARIABLE WIDTH RIGHT-OF-WAY345,433 SQ.FT. 7.930 ACRES OUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUREMAINDER OF GANAPATHY LTD. VOLUME 5894, PAGE 1749 D.R.C.C.T. N. COLEMAN STREET 90' RIGHT-OF-WAY(DOC. NO. 20151223001600670, O . P . R . C . C . T . )S01°24'59"W 162.65'4 9 . 0 6 ' STATE OF TEXAS DOC. NO. 20110909000955640 O.P.R.C.C.T. TOWN OF PROSPER DOC. NO. 20151223001600670 O.P.R.C.C.T. C1706220DRAWN: E.R. CHECKED: T.M. DATE: 05/14/2018 JOB NO.: BOUNDARY TOPOGRAPHIC SURVEY SCALE: 1" = 50' 50'0 25'50'100' SURVEYOR'S NOTES: 1.Bearings and distances are based on the State Plane Coordinate System, Texas North Central Zone (4202) North American Datum of 1983 (NAD 83)(US Foot) with a combined scale factor of 1.000152710. 2.Elevations, are referenced to The North American Vertical Datum of 1988 (NAVD88). 3.This property lies within Zone "A" and Zone "X" (Unshaded), of the Flood Insurance Rate Map for Collin County, Texas and Incorporated Areas, map no. 48085C0120 J, with an effective date of June 2, 2009 via scaled map location and graphic plotting. 4.Monuments are found unless specifically designated as set. 5.There was no observed evidence of any structures on the subject property at the time of survey. NOTE REGARDING UTILITIES Utility locations are per observed evidence only. SITE BENCHMARKS: 1.An "X" set on a concrete storm sewer inlet within Preston Road (State Highway 289), approximately 20' east and 82' south of the Northeast corner of the subject property. Elevation=708.16' 2.A 60D Nail set on natural ground within that tract of land described to Victory at Frontier, LLC by deed recorded in Document No. 20161122001590950, O.P.R.C.C.T., approximately 131' west and 77' north of its most easterly Southeast corner. Elevation=709.34' SITE LEGEND OF ABBREVIATIONS ·D.R.C.C.T. DEED RECORDS, COLLIN COUNTY, TEXAS ·O.P.R.C.C.T.OFFICIAL PUBLIC RECORDS, COLLIN COUNTY, TEXAS ·P.R.C.C.T.PLAT RECORDS, COLLIN COUNTY, TEXAS ·ROW RIGHT OF WAY ·IRS 1/2 INCH CAPPED REBAR STAMPED "ASC" SET ·C.M.CONTROLLING MONUMENT 7.930 ACRES Spencer Rice Survey, Abstract No. 787, Town of Prosper, Collin County, Texas VICINITY MAP NOT TO SCALE 4821 Merlot Avenue, Suite 210 Grapevine, Texas 76051 Phone: 817-488-4960 220 ELM STREET, SUITE 200 I LEWISVILLE, TX 75057 I 214.217.2544 FIRM REGISTRATION NO. 10194331 I WINDROSESERVICES.COM ILAND SURVEYING PLATTING W I N D R O S E 220 Elm St., # 200 - Lewisville, TX 75057 Ph. 214.217.2544 - TFRN# 10063800 arthursurveying.com Established 1986 SURVEYOR'S CERTIFICATE This is to certify that I, Thomas W. Mauk, a Registered Professional Land Surveyor of the State of Texas, have prepared this map from an actual survey on the ground, and that this map correctly represents that survey made by me or under my direction and supervision. This survey meets the minimum requirements for a Category 1A, Condition II Land Title Survey. Fieldwork was completed on May 11, 2018. Date of Plat/Map: May 14, 2018 ______________________________ Thomas W. Mauk, R.P.L.S. No. 5119 PROPERTY DESCRIPTION: Being a 7.930 acre tract of land situated in the Spencer Rice Survey, Abstract No. 787, in the Town of Prosper, Collin County, Texas, being a part of that same tract of land described to Ganapathy, Ltd. by deed recorded in Volume 5894, Page 1749, of the Deed Records of Collin County, Texas (D.R.C.C.T.), and being more particularly described by metes and bounds as follows (Bearings and distances are based on the State Plane Coordinate System, Texas North Central Zone (4202) North American Datum of 1983 (NAD 83)(US Foot) with a combined scale factor of 1.000152710): BEGINNING at a 5/8 inch rebar found for the Southeast corner of a tract of land described to Victory at Frontier, LLC by deed recorded in Document No. 20161122001590950, of the Official Public Records of Collin County, Texas, same being the Northeast corner of said Ganapathy , Ltd. tract, and lying on the West right-of-way line of Preston Road (State Highway 289) (variable width right-of-way); THENCE South 01 Degrees 24 Minutes 24 Seconds West, with the West right-of-way line of said Preston Road, a distance of 160.30 feet to a Brass Monument found for the North corner of a tract of land described to the State of Texas by deed recorded in Document No. 20110909000955640, O.P.R.C.C.T.; THENCE South 04 Degrees 40 Minutes 02 Seconds West, continuing with the West right-of-way line of said Preston Road, and with the West line of said State of Texas tract, a distance of 100.17 feet to a Brass Monument found for corner; THENCE South 01 Degrees 19 Minutes 04 Seconds West, continuing with the West right-of-way line of said Preston Road, and with the West line of said State of Texas tract, a distance of 136.65 feet to a point for corner on the Northwest line of a tract of land described to the Town of Prosper, Texas by deed recorded in Document No. 20151223001600670, O.P.R.C.C.T., and being the beginning of a non-tangent curve to the left, having a central angle of 8 Degrees 30 Minutes 01 Seconds, a radius of 505.04 feet, and a chord bearing and distance of South 05 Degrees 39 Minutes 43 Seconds West, 74.86 feet; THENCE, in a southerly direction, with the West line of said Town of Prosper tract, continuing with the West right-of-way line of said Preston Road, and along said non-tangent curve to the left, an arc length of 74.93 feet to a point for corner; THENCE South 01 Degrees 23 Minutes 34 Seconds West, continuing with the West line of said Town of Prosper tract and the West right-of-way line of said Preston Road, a distance of 169.88 feet to a point for the Southeast corner of the herein described tract, said point lying near the center of a concrete drainage rip rap; THENCE, departing the West right-of-way line of said Preston Road, and the West line of said Town of Prosper tract, over, across, and through said Ganapathy, Ltd. tract, along a creek, the following courses and distances: 1.North 68 Degrees 26 Minutes 59 Seconds West, a distance of 67.52 feet to a point for corner; 2.North 44 Degrees 47 Minutes 36 Seconds West, a distance of 36.02 feet to a point for corner; 3.North 72 Degrees 37 Minutes 11 Seconds West, a distance of 45.61 feet to a point for corner; 4.North 45 Degrees 00 Minutes 26 Seconds West, a distance of 38.46 feet to a point for corner; 5.North 29 Degrees 04 Minutes 28 Seconds West, a distance of 55.96 feet to a point for corner; 6.North 21 Degrees 45 Minutes 04 Seconds West, a distance of 43.98 feet to a point for corner; 7.North 39 Degrees 20 Minutes 23 Seconds West, a distance of 38.60 feet to a point for corner; 8.North 78 Degrees 37 Minutes 23 Seconds West, a distance of 27.75 feet to a point for corner; 9.North 60 Degrees 14 Minutes 43 Seconds West, a distance of 43.86 feet to a point for corner; 10.North 53 Degrees 46 Minutes 59 Seconds West, a distance of 50.60 feet to a point for corner; 11.North 61 Degrees 53 Minutes 52 Seconds West, a distance of 46.24 feet to a point for corner; 12.North 51 Degrees 21 Minutes 56 Seconds West, a distance of 52.18 feet to a point for corner; 13.North 51 Degrees 36 Minutes 52 Seconds West, a distance of 83.26 feet to a point for corner; 14.North 48 Degrees 22 Minutes 22 Seconds West, a distance of 65.47 feet to a point for corner; 15.North 39 Degrees 13 Minutes 51 Seconds West, a distance of 41.96 feet to a point for corner; 16.North 15 Degrees 56 Minutes 22 Seconds West, a distance of 61.19 feet to a point for corner; 17.North 28 Degrees 54 Minutes 13 Seconds West, a distance of 57.30 feet to a point for corner; 18.THENCE North 44 Degrees 07 Minutes 47 Seconds West, continuing through said Ganapathy, Ltd. tract, a distance of 56.24 feet to a point in a creek for corner, said point being the westernmost Southeast corner of said Victory at Frontier, LLC tract, same being the Northwest corner of the herein described tract; THENCE North 01 Degrees 21 Minutes 08 Seconds East, with the westernmost East line of said Victory at Frontier, LLC tract, a distance of 284.91 feet to a 5/8 inch rebar found for the easternmost Northwest corner of said Ganapathy, Ltd. tract, same being an interior "ell" corner of said Victory at Frontier, LLC tract; THENCE South 88 Degrees 38 Minutes 52 Seconds East, with a South line of said Victory at Frontier, LLC tract, a distance of 298.00 feet to a 1/2 inch rebar with a cap stamped "ASC" set for corner; THENCE South 34 Degrees 54 Minutes 47 Seconds East, with the easternmost Southwest line of said Victory at Frontier, LLC tract, passing a 1/2 inch rebar with a cap stamped "CBG" found at a distance of 49.06 feet and continuing for a total distance of 282.07 feet to a 5/8 inch rebar found for the easternmost Southwest corner of said Victory at Frontier, LLC tract; THENCE South 88 Degrees 36 Minutes 03 Seconds East, with the easternmost South line of said Victory at Frontier, LLC tract, a distance of 199.57 feet to the POINT OF BEGINNING and containing 345,433 square feet or 7.930 acres of land, more or less. TITLE COMMITMENT NOTES This survey was prepared without the benefit of a commitment for title insurance. Therefore, easements, agreements, or other documents, either recorded, or unrecorded may exist that affect the subject property that are not shown on this survey.Page 155Item 17. Page 156Item 17. Page 157Item 17. Page 158Item 17. Page 159Item 17. Page 160Item 17. Page 161Item 17. Page 1 of 2 To: Mayor and Town Council From: Hulon T. Webb, Jr., Interim Executive Director of Development and Infrastructure Services Through: Ron K. Patterson, Interim Town Manager Re: Comprehensive Fee Ordinance Amendment Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon adopting an ordinance amending certain Water and Wastewater Fees contained in Subsection (d), “Water/wastewater connection/tap fee” of Section XIV, “Public Works Fee Schedule,” contained in Appendix A “Fee Schedule”, the to the Town’s Code of Ordinances. Description of Agenda Item: At the November 8, 2022, Town Council meeting, the Town Council approved an ordinance amending the fees that were discussed at the July 26, 2022, work session. Shortly after the adoption of the ordinance on November 8, 2022, it was discovered that between the draft version and adoption version of the ordinance, the numbering within one section of the fees inadvertently deleted a section not intended to be deleted. The section that was inadvertently deleted is included in the attached ordinance under paragraph (3) Wastewater (lots without existing wastewater service line). The fee amounts in paragraph (3) are the same as before the November 8, 2022, amendment. In addition, while staff was entering the various fees into the new EnerGov permitting software, a discrepancy between the water connection/tap fee in the Fee Schedule versus the fees that should be charged for a lot with an existing water service line was identified. While the current Fee Schedule includes a cost for connecting water service of $800 based on a 5/8” water meter, and the Town charges $925 for a 1” water meter and $1,050 for a 2” water meter regardless of the type of meter, upon researching the current costs associated with connecting water service, staff determined that the actual costs were lower in nearly all instances. Since the Fee Schedule needs to be updated to include additional water connection fees for each water meter size and type the Town provides, it is recommended that the costs associated with the connection also be updated to reflect current costs to be consistent with the methodology used in Section XIV, “Public Works Fee Schedule”. Paragraph (2) of the attached ordinance provides the details on the proposed water connection fees for lots with an existing water service line, and are summarized as follows: (2) Water (lots with existing water service line/meter box). (A) Water connection fee is based on water meter size, does not include impact fees, and shall be paid when a building permit is sought: Prosper is a place where everyone matters. ENGINEERING SERVICES Page 162 Item 18. Page 2 of 2 (i) 5/8-inch water meter: $475.00. (ii) 3/4-inch water meter: $660.00. (iii) 1-inch water meter: $575.00. (iv) 1-½-inch water meter: $875.00. (v) 1-½-inch-inch water meter (turbine): $1,125.00. (vi) 2-inch water meter: $1,000.00. (vii) 2-inch water meter (turbine): $1,075.00. Lastly, the $400 wastewater connection/tap fee for lots with an existing wastewater service line in the Fee Schedule is currently in a standalone separate section of the Fee Schedule under Development Fees (Other Fees). The attached ordinance moves the location of the wastewater connection/tap fee from the Development Fees (Other Fees) to Subsection (d) under paragraph (4). Paragraph (4) also includes additional information to clarify that an existing lot with a 4” or 6” wastewater service line is to be charged $400. The Town currently charges $600 for a wastewater connection to an existing 6” wastewater line. It is recommended that $400 be the cost for both wastewater service line connections since the labor associated with the connection is the same. Budget Impact: Proposed fees have been incorporated into the budget. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed the ordinance as to form and legality. Attachments: 1. Ordinance Town Staff Recommendation: Town staff recommends that the Town Council adopt an ordinance amending certain Water and Wastewater Fees contained in Subsection (d), “Water/wastewater connection/tap fee” of Section XIV, “Public Works Fee Schedule,” contained in Appendix A “Fee Schedule”, the to the Town’s Code of Ordinances. Proposed Motion: I move to adopt an ordinance amending certain Water and Wastewater Fees contained in Subsection (d), “Water/wastewater connection/tap fee” of Section XIV, “Public Works Fee Schedule,” contained in Appendix A “Fee Schedule”, the to the Town’s Code of Ordinances. Page 163 Item 18. Ordinance No. 2022-___, Page 1 TOWN OF PROSPER, TEXAS ORDINANCE NO. 2022-__ AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, AMENDING CERTAIN WATER AND WASTEWATER FEES CONTAINED IN SUBSECTION (d), “WATER/WASTEWATER CONNECTION/ TAP FEE,” OF SECTION XIV, “PUBLIC WORKS FEE SCHEDULE,” CONTAINED IN APPENDIX A, “FEE SCHEDULE,” TO THE TOWN’S CODE OF ORDINANCES; PROVIDING FOR REPEALING, SAVINGS AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town Council of the Town of Prosper, Texas (“Town Council”), has investigated and determined that certain provisions, including certain fees, contained in the Code of Ordinances as well as Appendix A to the Town’s Code of Ordinances, should be revised; and WHEREAS, on or about November 8, 2022, the Town Council reviewed the current and proposed provisions and fees in the Code of Ordinances and Appendix A to the Town’s Code of Ordinances and determined that certain revisions would be advantageous, beneficial and in the best interests of the citizens of Prosper; and WHEREAS, since that time, the Town has determined that additional minor revisions to water and wastewater fees should be revised and included in the fees contained in Appendix A to the Town’s Code of Ordinances. 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, existing subparts (E), “Water tap fee,” and (F), “Sewer tap fee,” of Subsection (2), “Other fees,” of Section V, “Development Fees,” of Appendix A, “Fee Schedule,” to the Town’s Code of Ordinances are hereby repealed and the remaining subparts of said Subsection (2), “Other fees,” shall be renumbered accordingly. SECTION 3 From and after the effective date of this Ordinance, Subsection (d), “Water/wastewater connection/tap fee,” of Section XIV, “Public Works Fee Schedule,” of Appendix A, “Fee Schedule,” to the Town’s Code of Ordinances is amended to read as follows: “Sec. XIV. Public Works Fee Schedule. * * * Page 164 Item 18. Ordinance No. 2022-___, Page 2 (d) Water/wastewater connection/tap fee. (1) Water (lots without existing water service line/meter box) (A) Water tap fee is based on water service line size , does not include other items such as, among other things, boring, impact fee s, connection fees (see 2, below), pavement removal and replacement: (i) 1-inch water service: $1,610.00. (ii) 1-½-inch water service: $2,745.00. (iii) 2-inch water service: $3,675.00. (iv) 4-inch water service: $1,956.00. (v) 6-inch water service: $2,026.00 . (2) Water (lots with existing water service line/meter bo x). (A) Water connection fee is based on water meter size, does not include impact fees, and shall be paid when a building permit is sought : (i) 5/8-inch water meter: $475.00. (ii) 3/4-inch water meter: $660.00. (iii) 1-inch water meter: $575.00. (iv) 1-½-inch water meter: $875.00. (v) 1-½-inch-inch water meter (turbine): $1,125.00. (vi) 2-inch water meter: $1,000.00. (vii) 2-inch water meter (turbine): $1,075.00. (3) Wastewater (lots without existing wastewater service line) (A) W astewater tap size, does not include other items such as, among other things, boring, impact fees, connection fees (see 4, below), pavement removal and replacement: (i) 4-inch: $1,612.00. (ii) 6-inch: $1,840.00. (4) W astewater (lots with existing wastewater service line). (A) Wastewater connection size does not include impact fees, and shall be paid when a building permit is sought: Page 165 Item 18. Ordinance No. 2022-___, Page 3 (i) 4-inch: $400.00. (ii) 6-inch: $400.00.” * * *” SECTION 4 All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the repeal prevent a prosecution from being commenced for any violation if occurring prior to the repeal of the ordinance. Any remaining portion of conflicting ordinances shall remain in full force and effect. SECTION 5 If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be unconstitutional or invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The Town hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, and phrases be declared unconstitutional. SECTION 6 This Ordinance shall take effect and be in full force from January 1, 2023, and after its publication, as provided by the Revised Civil Statutes of the State of Texas and the Home Rule Charter of the Town of Prosper, Texas. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 13TH DAY OF DECEMBER, 2022. APPROVED: ________________________________ David F. Bristol, Mayor ATTEST: ___________________________________ Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: __________________________________ Terrence S. Welch, Town Attorney Page 166 Item 18. Page 1 of 2 BUILDING INSPECTIONS Prosper is a place where everyone matters. To: Mayor and Town Council From: Brady Cudd, Building Official Through: Ron K. Patterson, Interim Town Manager Hulon T. Webb, Jr., Interim Executive Director of Development and Infrastructure Services Frank E. Jaromin, Public Works Director Re: Irrigation Ordinance Update Town Council Meeting – December 13, 2022 ____________________________________________________________________________ Agenda Item: Consider and act upon an ordinance amending Subsection (d) of Section 6.06.005, “Specific conditions and cross-connection controls,” of Article 6.06, “Irrigation Systems,” of Chapter 6, “Health and Sanitation,” of the Town’s Code of Ordinances. Description of Agenda Item: Section 551.006 of the Texas Local Government Code requires municipalities with a population greater than 20,000 people, regulate the installation of irrigation systems within the corporate limits of the municipality and within the municipality's extraterritorial jurisdiction to protect against the contamination of the agency's water supply. The statute also requires that such regulations include minimum standards for designing, installing, and operating irrigation systems, require proper licensing for irrigation installers, and require permits from the municipality before irrigation systems are installed. On November 23, 2021, the Town Council adopted the first of two phases of the Irrigation Ordinance to establish new requirements for the installation and alteration of irrigation systems, pursuant to Section 551.006 of the Texas Local Government Code, and which supported the Town’s water conservation and water supply protection efforts. These requirements included:  Proper licensing requirements for professionals that install irrigation systems  Permitting requirements for the installation of new systems  Backflow prevention requirements for the protection of potable water supply  Irrigation plan requirements to ensure that the irrigation systems are designed, installed, and maintained in a way that promotes water conservation  Completion documents at the end of irrigation installation that confirm the installation was in accordance with the ordinance and industry requirements Page 167 Item 19. Page 2 of 2  Provided for additional protections to the Town's water supply against backflow and backpressure  Provided homeowners with additional information regarding their irrigation system including plans and a maintenance checklist  Provided additional protections for homeowners by increasing the oversite of the irrigation system design and installation  Required annual testing of existing backflow device(s) This ordinance is the second phase of the Irrigation Ordinance and will establish new backflow prevention requirements on properties with on-site sewage facilities, consistent with the Texas Local Government Code and the Texas Commission on Environmental Quality (TCEQ) regulations. As committed to during the adoption of the first phase of the Irrigation Ordinance on November 23, 2021, the Public Works Department has completed public notification of the requirements for a Reduced Pressure Zone (RPZ) to be in place on all irrigation systems installed on properties that contain septic systems and that are connected to the Town’s public water supply and that existing double-checks will need to be replaced with an RPZ should the existing system undergo a major alteration or should the double-check not be repairable in-ground. With the adoption of this ordinance, the Irrigation Ordinance will begin requiring existing backflow devices on irrigation systems installed on properties that contain septic systems and connected to the Town’s public water supply, be replaced with an RPZ if they cannot be repaired in-ground, consistent with Section 551.006 of the Texas Local Government Code and the Texas Commission on Environmental Quality (TCEQ) regulations. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the ordinance as to form and legality. Attachments: 1. Ordinance Town Staff Recommendation: Town staff recommends that the Town Council approve an ordinance amending Subsection (d) of Section 6.06.005, “Specific conditions and cross-connection controls,” of Article 6.06, “Irrigation Systems,” of Chapter 6, “Health and Sanitation,” of the Town’s Code of Ordinances. Proposed Motion: I move to approve an ordinance amending Subsection (d) of Section 6.06.005, “Specific conditions and cross-connection controls,” of Article 6.06, “Irrigation Systems,” of Chapter 6, “Health and Sanitation,” of the Town’s Code of Ordinances. Page 168 Item 19. Ordinance No. 2022-___, Page 1 TOWN OF PROSPER, TEXAS ORDINANCE NO. 2022-__ AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, AMENDING SUBSECTION (d) OF SECTION 6.06.005, “SPECIFIC CONDITIONS AND CROSS-CONNECTION CONTROL,” OF ARTICLE 6.06, “IRRIGATION SYSTEMS,” OF CHAPTER 6, “HEALTH AND SANITATION,” OF THE TOWN’S CODE OF ORDINANCES; PROVIDING FOR REPEALING, SAVINGS AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town Council of the Town of Prosper, Texas (“Town Council”), has investigated and determined that water conservation and environmental protection are important issues and concerns affecting the Town; and WHEREAS, the provisions herein are necessary to promote and protect the health, safety, and welfare of the public by creating an urban environment that is protective of the Town’s water supply and provides an enhanced quality of life for the citizens of the Town. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 From and after the effective date of this Ordinance, existing Subsection (d) of Section 6.06.005, “Specific conditions and cross-connection controls,” of Article 6.06, “Irrigation Systems,” of Chapter 6, “Health and Sanitation,” of the Town’s Code of Ordinances is hereby repealed in its entirety and replaced with a new Subsection (d), to read as follows: “(d) If an irrigation system is designed or installed on a property that is served by an on-site sewage facility, as defined in Chapter 285 of Title 30, Texas Administrative Code, then: (1) All irrigation piping and valves shall meet the separation distances from the on-site sewage facility system as required for a private water line in Texas Administrative Code, Title 30, Section 285.91(10). (2) The irrigation system is designated a health hazard and any connections using a private or public potable water source shall be connected to the water source through a reduced pressure principle backflow prevention assembly, as defined in Texas Administrative Code, Title 30, Section 344.50. (3) Any water from the irrigation system that is applied to the surface of the area utilized by the on-site sewage facility system shall be controlled on a separate irrigation zone or zones so as to allow complete control of any irrigation to that area so that there will not be excess water that would prevent the on-site sewage facility system from operating effectively.” Page 169 Item 19. Ordinance No. 2022-___, Page 2 SECTION 3 All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the repeal prevent a prosecution from being commenced for any violation if occurring prior to the repeal of the ordinance. Any remaining portion of conflicting ordinances shall remain in full force and effect. SECTION 4 If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be unconstitutional or invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The Town hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, and phrases be declared unconstitutional. SECTION 5 This Ordinance shall take effect and be in full force from January 1, 2023, and after its publication, as provided by the Revised Civil Statutes of the State of Texas and the Home Rule Charter of the Town of Prosper, Texas. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 13TH DAY OF DECEMBER, 2022. APPROVED: ________________________________ David F. Bristol, Mayor ATTEST: ___________________________________ Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: __________________________________ Terrence S. Welch, Town Attorney Page 170 Item 19. Page 1 of 1 PLANNING Prosper is a place where everyone matters. To: Mayor and Town Council From: David Soto, Planning Manager Through: Ron K. Patterson, Interim Town Manager Hulon T. Webb, Jr., Interim Executive Director of Development and Infrastructure Services Re: Notice of Appeal Town Council Meeting – December 13, 2022 ____________________________________________________________________________ Agenda Item: Consider and act upon whether to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department, pursuant to Chapter 4, Section 1.5(C)(7) and 1.6(B)(7) of the Town’s Zoning Ordinance, regarding action taken by the Planning & Zoning Commission on any Site Plans and Preliminary Site Plans, including Rock Creek Church and Victory at Frontier Lot 5. Description of Agenda Item: Attached are the site plans and preliminary site plans that were acted on by the Planning & Zoning Commission at their November 15, 2022, meeting. Per the Zoning Ordinance, the Town Council has the ability to direct staff to submit a written notice of appeal on behalf of the Town Council to the Development Services Department for any Site Plan and Preliminary Site Plan acted on by the Planning & Zoning Commission. Attachments: 1. Rock Creek Church Preliminary Site Plan 2. Victory at Frontier Lot 5 Site Plan Planning & Zoning Recommendations: At their November 15, 2022, meeting, the Planning & Zoning Commission approved the following items: 1. Rock Creek Church Preliminary Site Plan (Approved) 2. Victory at Frontier Lot 5 Site Plan (Approved) Town Staff Recommendation: Town staff recommends the Town Council take no action on this item. Page 171 Item 20. LOT 1, BLOCK A C.O.C. METRO ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. APPROXIMATE LOCATION OF 100 YR FLOODPLAIN PER FEMA MAP 48121C0430G 4/18/11 ZO N E " X " ZO N E " A "HARPER ROADPORTION OF HARPER ROAD TO BE ABANDONED BY TOWN OF PROSPER ORDINANCE NO.______________ FISHTRAP ROAD (VARIABLE WIDTH RIGHT-OF-WAY) BLOCK A, LOT 2 PROSPER CENTER DOC. NO. 2018-243 O.P.R.D.C.T. PARKS AT LEGACY PHASE I DOC. NO. 2015-283 O.P.R.D.C.T. R.O.W. DEDICATION 0.805 ACRE DOC. NO. 2015-242, O.P.R.D.C.T. BLOCK A, LOT 1 30.890 ACRES 1,345,567 SQUARE FEET BOUNDARY LINE AGREEMENT DOC. NO. _____________ O.P.R.D.C.T. O.P.R.D.C.T.O.P.R.D.C.T. STREET EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 5'x20' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' FIRELANE, ACCESS, DRAINAGE & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 5'x20' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. FIRELANE, ACCESS, & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T.36' DRAINAGE EASEMENTDOC. NO. 2019-336O.P.R.D.C.T.12' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' SANITARY SEWER EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' FIRELANE, ACCESS, DRAINAGE & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. RIGHT-OF-WAY DEDICATION DOC. NO. 2019-336 O.P.R.D.C.T. RIGHT-OF-WAY DEDICATION DOC. NO. 2015-242, O.P.R.D.C.T. 60' R.O.W. DEDICATION VOLUME 228, PAGE 450, D.R.D.C.T. WATER EASEMENT WATER EASEMENT 24' FIRE LANE, ACCESS, DRAINAGE & UTILITIY EASEMENT 45' FIRE LANE, & UTILITIY EASEMENT VARIABLE WIDTH SANITARY SEWER EASEMENT (SEE DETAIL 3) 24' FIRELANE & UTILITY EASEMENT 30' SEWER ESMT24' FIRELANE & UTILITY EASEMENT 15' FIRE LANE, ACCESS,DRAINAGE & UTILITYEASEMENTBLOCK A, LOT 2 PROSPER SCHOOL CHURCH ADDITION DOC. NO. 2019-336 P.R.D.C.T. MAV ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. MAV ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. EX. FH EX. FH EX. FH 20"W 20"W 20"W 20"W 20"W 20"W 12"W12"W12EX. 12" WATEREX. 12" WATEREX. 12' WATER 20" WATER LINE EX. FH EX. FH EX. FH EXISTING CREEK EXISTING C R E E KEXISTING C REEK EX. FH EX. FH EX. FH EX. 8" SSEX. 12' WATER APPROXIMATE LOCATION OF 100 YR FLOODPLAIN PER FEMA MAP 48121C0430G 4/18/11 AC AC AC AC AC AC AC AC AC AC AC AC EX. FH 25' LANDSCAPE & ACCESS EASEMENT 25' LANDSCAPE & ACCESS EASEMENT 5' LANDSCAPE SETBACK 5' LANDSCAPE SETBACK5' LANDSCAPE SETBACK5' LANDSCAPE SETBACK5' LANDSCAPE SETBACKPROPOSED VARIABLE WIDTH DRAINAGE AND FLOOD PLAIN ESMT. PROPOSED CHURCH BUILDING 77,750 S.F. EXISTING CHURCH BUILDING 24,600 S.F. PLAYGROUND EXISTING PARKING AREA 24.00'24.00'24.00' 24.00' 24.00'24.00'24.00'24.00'24.00'24.00'24.00'24.00' 24.00' 24.00' 4.00' 212.82'387.43' 35.00' 214.83'120.42'239.33'483.17' 293.31'40.00'40.00'24.00'40.00'81.51' PROPOSED PARKING LOT 670 SPACES EXISTING PARKING LOT 146 SPACES40.00'40.00'40.00'40.00'24.00'194.00'20.00'20.00'26.00'EXISTING MIDDLE SCHOOL SITE FIRELANEFIRELANE FIRELANE24.00' 26.00' 24.00'24.00'20.00' 24.00' 24.00' 10x40 LANDSCAPE ISLAND (TYP) 10X20 LANDSCAPE ISLAND (TYP) 9X20 PARKING STALLS (TYP) PROPOSED 8' TALL DUMPSTER ENCLOSURE CONSTRUCTED WITH MATERIALS CONSISTENT WITH THE COLORS OF THE PRIMARY BUILDING EXISTING TREE LINE 9X20 PARKING STALLS (TYP) 9X20 PARKING STALLS (TYP) PROP. 4 HC SPACES PROP. 4 HC SPACES PROP. 2 HC SPACES PROP. 4 HC SPACES PROP. 2 HC SPACES EX. 2 HC SPACES 9X20 PARKING STALLS (TYP) 9X20 PARKING STALLS (TYP)20.00'40.03'25.72'15' SANITARY SEWER ESMT. 10X20 LANDSCAPE ISLAND (TYP) 15' WATER ESMT. R 3 0 . 0 ' 24.00'26.00'HEADLIGHT SCREENING TO BE PROVIDED24.00'R10.0'20.00'40.00'20.00'FIRELANE20.00'40.00'24.00'24.00'40.00'26.00'20.00'20.00'26.00'30.08'26.00'28.37'29.28'26.00'R30.0'R3 0 . 0 ' FIRELANE FIRELANE R30.0' R30.0'26.00'R56.0' 20.00'26.00'20.00'228.86'R30.0' 30. 6 8 ' R56 . 0 ' R30. 0 ' R56.0'R30.0'R10.0'R10. 0 'R30.0 ' FIRELANE SITE INFORMATION LAND AREA: CURRENT ZONING: EXISTING USE: PROPOSED USE: BUILDING AREA: BUILDING HEIGHT: LOT COVERAGE: BUILDING REQUIRED PARKING: BUILDING PARKING PROVIDED: INTERIOR LANDSCAPE AREA REQUIRED: INTERIOR LANDSCAPE AREA PROVIDED 26.2 ACRES (1,141,272 SF) AGRICULTURAL CHURCH CHURCH ± 102,350 SF 38' (77,750 + 24,600) / (26.2 x 43560)=.089 ->8.9% 1/3 AUDITORIUM SEATS = 1500 SEATS/3 = 500 809 7% OF TOTAL SITE = 79,889 S.F. (1.83 AC.) 97,510 S.F. (2.24 AC.) = 8.3% OF TOTAL SITE SITE PLAN NOTES Any revision to this plan will require town approval and will require revisions to any corresponding plans to avoid conflicts between plans. 1.Dumpsters and trash compactors shall be screened per the Zoning Ordinance. 2.Open storage, where permitted, shall be screened per the Zoning Ordinance. 3.Outdoor lighting shall comply with the lighting and glare standards contained within the Zoning Ordinance and Subdivision Ordinance. 4.Landscaping shall conform to landscape plans approved by the Town. 5.All elevations shall comply with the standards contained within the Zoning Ordinance. 6.Buildings of 5,000 square feet or greater shall be 100% fire sprinkled. Alternative fire protection measures may be approved by the Fire Department. 7.Occupant notification per this section and 907.5 shall be required for all new construction, or existing construction complying with the International Building Code, for renovations to existing buildings, tenant spaces, changes in occupancy, replacement or modification of the existing fire alarm system, or as required by the Fire Code Official, for all buildings or spaces provided with an approved automatic sprinkler system. 8.Fire lanes shall be designed and constructed per Town Standards or as directed by the Fire Department. 9.Two points of access shall be maintained for the property at all times. 10.Speed bumps/humps are not permitted within a fire lane. 11.Fire lanes shall be provided within 150 feet of all exterior walls of any building for hose lay requirements. Amendment 503.1.1 12.The fire lane shall be a minimum of 24 feet wide. Amendment 503.2.1 13.Buildings more that 30 feet in height are required to have a minimum of a 26-foot wide fire lane in the immediate vicinity for firefighting operations of the building. One of the 26-foot wide fire lanes shall be located a minimum of 15 feet from the building and no more that 30 feet. Appendix D105 14.The inside turning radius of the 24-foot fire lane shall be a minimum of 30 feet. Amendment 503.2.4 15.The inside turning radius of the 26-foot fire lane shall be a minimum of 30 feet. Amendment 503.2.4 16.Dead-end fire lanes are only permitted with approved hammerheads. 17.Fire hydrants shall be provided at the entrances and intersections. Landscape around the Fire Hydrant shall be no higher than 12 inches at the mature height. Amendment 507.5.1 18.As properties develop, fire hydrants shall be located at all intersecting streets and the maximum spacing shall be every 300 feet (30') for all developments, and facilities other R3. R-3 developments shall be every 500 feet (500'). Distances between hydrants shall be measured along the route that fire hose is laid by a fire apparatus from hydrant-to-hydrant, not as the "crow flies." Amendment 507.5.1 19.Fire department connection (FDC) for the fire sprinkler system shall be located within 50 feet of a fire hydrant and 50 feet of a fire lane. 5" Storz, 30-degree downward turn with locking cap. Amendment 507.5.1 20.Fire hydrants shall be located 2 foot (2') to 6 foot (6') back from the curb or fire land and shall not be located in the bulb of a cul-de-sac. Amendment 507.5.1 21.There shall be a minimum of two (2) fire hydrants serving each property within the prescribed distances listed above. A minimum of one fire hydrant shall be located on each lot. Amendment 507.5.1 22.A minimum 10-foot unobstructed width shall be provided around a building for adequate Fire Department access. A continuous row of parking and landscaping shall be considered a barrier. Amendment 503.1.1 23.The maximum dead- end cul-de-sac length shall not exceed six hundred feet (600') as measured from the centerline of the intersection street to the center point of the radius. Amendment 503.1.5 24.One-and two-family dwellings automatic fire systems. Automatic fire protection systems per NFPA 13D or NFPA 13R shall be provided in all one-and two-family dwellings with a conditioned floor area of 5,500 square feet (511 m2) or greater, dwellings three (3) stories or greater, or dwellings with roof heights exceeding thirty-five feet (35') from grade. IRC-2015 Amendment R313.2 25.Handicapped parking area and building accessibility shall conform to the Americans with Disabilities Act (ADA) and with the requirements of the current, adopted building code. 26.All signage is subject to Building Official approval. 27.All fences and retuning walls shall be shown on the Site Planned are subject to Building official approval. 28.All exterior building materials are subject to Building Official approval and shall conform to the approved facade plan. 29.Sidewalks of not less than six (6) feet in width along thoroughfares and collectors and five (5) feet in width along residential streets and barrier-free ramps at all curb crossings shall be provided per Town Standards. 30.All new electrical lines shall be installed and/or relocated underground. 31.All mechanical equipment shall be screened from public view per the Zoning ordinance. 32.All landscape easements must be exclusive of any other type of easement. 33.Impact fees will be assessed per 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. 34.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 35.The Town currently contracts with CWD for waste disposal services. They may be contacted at 972-392-9300 36.7% of net lot area is required to be provided as open space. The following shall not included: vehicular paving , required parking lot landscape islands, building footprint, utility yards, required landscape setbacks, sidewalks, and detention ponds. 040 8080 SCALE IN FEET 1" = 80' HANDICAP PARKING REQUIRED, INCLUDING VAN ACCESSIBLE 17 HANDICAP PARKING PROVIDED, INCLUDING VAN ACCESSIBLE18 FLOOR AREA RATIO (98,500+24,600) / (26.2 x 43560) = .107 ->10.7% SQUARE FOOTAGE OF IMPERVIOUS SURFACE 380,195 S.F. PRELIMINARY SITE PLAN 011"=80' N/A LEGEND VICINITY MAP NOT TO SCALE NORTH FRISCO PROSPER 380 COUNTYLINEROADDALLAS NORTH TOLLWAYFISHTRAP 1ST TEEL PKWYLEGACYPR A I R I E SITE HARPER RD. TOWN PROJECT NUMBER: D22-0081 OPEN SPACE 562.887.76 S.F. NOTE: HVAC EQUIPMENT FOR PROPOSED BLDG TO BE LOCATED ON THE ROOF revisionno.dateby teague nall and perkins, inc 825 Watters Creek Blvd., Suite M300 Allen, Texas 75013 214.461.9867 ph 214.461.9864 fx www.tnpinc.com TBPELS:ENGR F-230; SURV 10011600, 10011601, 10194381 GBPE:PEF007431; TBAE: BR 2673 NOV 2022 scale horiz vert intended for construction, bidding or permit This document is for interim review and is not purposes. , P.E. Date: Tx. Reg. # 10/31/2022CAMERON SLOWN 106317 when bar is 1 inch long GOF22305 ROCK CREEK CHURCH PROSPER, TEXAS Improvements for 04 of sheet tnp project Drawing: T:\Projects\GOF22305\Eng-C3D\CAD\Sheets\PRELIMINARY FOLDER\GOF22305 - PRELIMINARY SITE PLAN.dwg at Nov 01, 2022-4:46pm by adelarosaNOT FOR CONSTRUCTION N/A ROCK CREEK CHURCH 2860 FISHTRAP RD PROSPER, TX. 75078 (469)815-5253 Page 172 Item 20. LOT 1, BLOCK A C.O.C. METRO ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. ZO N E " X " ZO N E " A "HARPER ROADPORTION OF HARPER ROAD TO BE ABANDONED BY TOWN OF PROSPER ORDINANCE NO.______________ FISHTRAP ROAD (VARIABLE WIDTH RIGHT-OF-WAY) PARKS AT LEGACY PHASE I DOC. NO. 2015-283 R.O.W. DEDICATION 0.805 ACRE DOC. NO. 2015-242, O.P.R.D.C.T. STREET EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 5'x20' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' FIRELANE, ACCESS, DRAINAGE & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 5'x20' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. FIRELANE, ACCESS, & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T.36' DRAINAGE EASEMENTDOC. NO. 2019-336O.P.R.D.C.T.12' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' SANITARY SEWER EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' FIRELANE, ACCESS, DRAINAGE & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. RIGHT-OF-WAY DEDICATION DOC. NO. 2019-336 O.P.R.D.C.T. RIGHT-OF-WAY DEDICATION DOC. NO. 2015-242, 60' R.O.W. DEDICATION VOLUME 228, PAGE 450, D.R.D.C.T. WATER EASEMENT WATER EASEMENT 24' FIRE LANE, ACCESS, DRAINAGE & UTILITIY EASEMENT 45' FIRE LANE, & UTILITIY EASEMENT 24' FIRELANE & UTILITY EASEMENT 30' SEWER ESMT 24' FIRELANE & UTILITY EASEMENT 15' FIRE LANE, ACCESS, DRAINAGE & UTILITY EASEMENT BLOCK A, LOT 2 PROSPER SCHOOL CHURCH ADDITION DOC. NO. 2019-336 P.R.D.C.T. MAV ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. MAV ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. EX. FH EX. FH EX. FH 20"W 20"W 20"W 20"W 20"W 20"W12"W12EX. 12" WATEREX. 12" WATEREX. 12' WATER 20" WATER LINE EX. FH EX. FH EX. FH 1-STORY BARN WOOD/STEEL EXISTING CREEK EXISTING C R E E K EX. FH EX. FH EX. FH EX. 8" SSEX. 12' WATER APPROXIMATE LOCATION OF 100 YR FLOODPLAIN PER FEMA MAP 48121C0430G 4/18/11 AC AC AC AC AC AC AC AC AC AC AC AC EX. FH 25' LANDSCAPE & ACCESS EASEMENT 25' LANDSCAPE & ACCESS EASEMENT 5' LANDSCAPE SETBACK5' LANDSCAPE SETBACK5' LANDSCAPE SETBACK5' LANDSCAPE SETBACKPROPOSED VARIABLE WIDTH DRAINAGE AND FLOOD PLAIN ESMT. 15' CURB INLET 15' CURB INLET CONNECT TO EXISTING STORM SEWER STUB 15' CURB INLET10' CURB INLET EX. 36" RCPEX. 48" RCPEX. 54" RCP2 3 4 5 21" RCP24" RCP 18" RCP24" RCP21" RCP21" RCP30" RCP24" RCP 30" RCPEX. CURB INLET EX. CURB INLET 580 590 600 582 584 586 588 592 594 596 598 602580 590 600582 584 586 588 592 59 4 596 598594594596598600598APPROXIMATE LOCATION OF 100 YR FLOODPLAIN PER FEMA MAP 48121C0430G 4/18/11 PROPOSED CHURCH BUILDING 77,750 S.F. EXISTING CHURCH BUILDING 24,600 S.F. PLAYGROUND EXISTING PARKING AREA 9 0.26 2.04 8 0.29 2.28 7 10.74 29.77 6 1.74 13.67 2 1.65 12.963 1.16 9.11 5 2.35 18.46 4 1.84 14.45 1 5.30 41.63 030 6060 SCALE IN FEET 1" = 60' RUNOFF, CFS AREA, ACRES DRAINAGE AREA #1 0.58 4.56 1 LEGEND INLET NUMBER PROP. CONTOURS FLOW DIRECTION DRAINAGE DIVIDE EX. CONTOURS PROP. STORM LINE 100-YR STORM CALCULATIONS Tc = 10 min Ct=1.00 C = 0.85 C = 0.30 (Undeveloped) I = 9.24 in/hr* A = Area (Ac.) Q=(Ct)(C)(I)(A) * I100 FOR DENTON COUNTY PRELIMINARY DRAINAGE PLAN 021"=60' N/A revisionno.dateby teague nall and perkins, inc 825 Watters Creek Blvd., Suite M300 Allen, Texas 75013 214.461.9867 ph 214.461.9864 fx www.tnpinc.com TBPELS:ENGR F-230; SURV 10011600, 10011601, 10194381 GBPE:PEF007431; TBAE: BR 2673 NOV 2022 scale horiz vert intended for construction, bidding or permit This document is for interim review and is not purposes. , P.E. Date: Tx. Reg. # 10/31/2022CAMERON SLOWN 106317 when bar is 1 inch long GOF22305 ROCK CREEK CHURCH PROSPER, TEXAS Improvements for 04 of sheet tnp project Drawing: T:\Projects\GOF22305\Eng-C3D\CAD\Sheets\PRELIMINARY FOLDER\GOF22305 - PRELIMINARY DRAINAGE PLAN.dwg at Nov 01, 2022-4:47pm by adelarosaNOT FOR CONSTRUCTION N/A ROCK CREEK CHURCH 2860 FISHTRAP RD PROSPER, TX. 75078 (469)815-5253 TOWN PROJECT NUMBER: D22-0081 Page 173 Item 20. PROP 12" WATER PROP 12" WATER PROP 8" SEWERPROP 12" WATER FIRELANEFIRELANE FIRELANEFIRELANE MH CO CO PROP 8" SEWER EX 8" SEWERPROPOSED CHURCH BUILDING 77,750 S.F. EXISTING CHURCH BUILDING 24,600 S.F. PLAYGROUND EXISTING PARKING AREA PROPOSED CHURCH BUILDING 77,750 S.F. EXISTING CHURCH BUILDING 24,600 S.F. PLAYGROUND EXISTING PARKING AREA LOT 1, BLOCK A C.O.C. METRO ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. ZO N E " X " Z O N E " A "HARPER ROADPORTION OF HARPER ROAD TO BE ABANDONED BY TOWN OF PROSPER ORDINANCE NO.______________ FISHTRAP ROAD (VARIABLE WIDTH RIGHT-OF-WAY) PARKS AT LEGACY PHASE I DOC. NO. 2015-283 R.O.W. DEDICATION 0.805 ACRE DOC. NO. 2015-242, O.P.R.D.C.T. STREET EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 5'x20' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' FIRELANE, ACCESS, DRAINAGE & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 5'x20' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. FIRELANE, ACCESS, & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T.36' DRAINAGE EASEMENTDOC. NO. 2019-336O.P.R.D.C.T.12' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' SANITARY SEWER EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. RIGHT-OF-WAY DEDICATION DOC. NO. 2019-336 O.P.R.D.C.T. RIGHT-OF-WAY DEDICATION DOC. NO. 2015-242, 60' R.O.W. DEDICATION VOLUME 228, PAGE 450, D.R.D.C.T. WATER EASEMENT WATER EASEMENT 24' FIRE LANE, ACCESS, DRAINAGE & UTILITIY EASEMENT 45' FIRE LANE, & UTILITIY EASEMENT 24' FIRELANE & UTILITY EASEMENT 24' FIRELANE & UTILITY EASEMENT BLOCK A, LOT 2 PROSPER SCHOOL CHURCH ADDITION DOC. NO. 2019-336 P.R.D.C.T. MAV ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. MAV ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. EX. FH EX. FH EX. FH 20"W 20"W 20"W 20"W 20"W 20"W12"W12EX. 12" WATEREX. 12" WATEREX. 12' WATER 20" WATER LINE EX. FH EX. FH EX. FH EXISTING CREEK EX. FH EX. FH EX. FH EX. 8" SSEX. 12' WATER APPROXIMATE LOCATION OF 100 YR FLOODPLAIN PER FEMA MAP 48121C0430G 4/18/11 AC AC AC AC AC AC AC AC AC AC AC AC EX. FH 25' LANDSCAPE & ACCESS EASEMENT 25' LANDSCAPE & ACCESS EASEMENT 5' LANDSCAPE SETBACK5' LANDSCAPE SETBACK5' LANDSCAPE SETBACKPROPOSED VARIABLE WIDTH DRAINAGE AND FLOOD PLAIN ESMT. CONNECT TO EXISTING 12" PLUG CONNECT TO EXISTING MANHOLE CONNECT TO EXISTING 12" WATER CONNECT TO EXISTING 12" WATER PROP FDC PROP FIRE HYDRANT 8" SEWER CONNECTION TO BLDG 8" SEWER CONNECTION TO BLDG PROP 2" DOMESTIC PROP 6" FIRE EX FIRE HYDRANT EX FIRE HYDRANT EX FIRE HYDRANT EX FIRE HYDRANT PROP FIRE HYDRANT PROP FIRE HYDRANT PROP FIRE HYDRANT PROP FIRE HYDRANT EX FIRE HYDRANT EX FIRE HYDRANT EX FIRE HYDRANT EX FIRE HYDRANT (TO BE REMOVED) 15' SANITARY SEWER ESMT. 15' WATER ESMT. PROP FIRE HYDRANT PROP FIRE HYDRANT8.00'MH PROP 12" WATERFIRELANE8.00'8.00' FIRELANE 030 6060 SCALE IN FEET 1" = 60' 1"=60' N/A PRELIMINARY UTILITY PLAN 03 LEGEND EXISTING FIRE HYDRANT EXISTING WATER LINE EXISTING SANITARY SEWER LINE PROPOSED SEWER MANHOLE PROPOSED CLEANOUT PROPOSED FIRE HYDRANT PROPOSED FDC PROPOSED WATER LINE PROPOSED SANITARY SEWER LINE FLOW DIRECTION MH CO revisionno.dateby teague nall and perkins, inc 825 Watters Creek Blvd., Suite M300 Allen, Texas 75013 214.461.9867 ph 214.461.9864 fx www.tnpinc.com TBPELS:ENGR F-230; SURV 10011600, 10011601, 10194381 GBPE:PEF007431; TBAE: BR 2673 NOV 2022 scale horiz vert intended for construction, bidding or permit This document is for interim review and is not purposes. , P.E. Date: Tx. Reg. # 10/31/2022CAMERON SLOWN 106317 when bar is 1 inch long GOF22305 ROCK CREEK CHURCH PROSPER, TEXAS Improvements for 04 of sheet tnp project Drawing: T:\Projects\GOF22305\Eng-C3D\CAD\Sheets\PRELIMINARY FOLDER\GOF22305 - PRELIMINARY UTILITY PLAN.dwg at Nov 01, 2022-4:47pm by adelarosaNOT FOR CONSTRUCTION N/A ROCK CREEK CHURCH 2860 FISHTRAP RD PROSPER, TX. 75078 (469)815-5253 TOWN PROJECT NUMBER: D22-0081 Page 174 Item 20. EXISTING TREE LINE 30.00' PROP 12" WATER PROP 12" WATER PROP 8" SEWERPROP 12" WATER MH PROP 8" SEWER 18" RCP21" RCP24" RCP 18" RCP2 4 " R C P 21" RCP21" RCP30" RCP24" RCP 30" RCPPROP SIDEWALK PROP. SIDEWALK PROPOSED CHURCH BUILDING 77,750 S.F. EXISTING CHURCH BUILDING 24,600 S.F. PLAYGROUND EXISTING PARKING AREA LOT 1, BLOCK A C.O.C. METRO ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. APPROXIMATE LOCATION OF 100 YR FLOODPLAIN PER FEMA MAP 48121C0430G 4/18/11 ZO N E " X " ZO N E " A "HARPER ROADPORTION OF HARPER ROAD TO BE ABANDONED BY TOWN OF PROSPER ORDINANCE NO.______________ FISHTRAP ROAD (VARIABLE WIDTH RIGHT-OF-WAY) O.P.R.D.C.T. DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 10 39.213 ACRES DOC. NO. 2014-7938 O.P.R.D.C.T. BLOCK A, LOT 2 PROSPER CENTER DOC. NO. 2018-243 PARKS AT LEGACY PHASE I DOC. NO. 2015-283 O.P.R.D.C.T. R.O.W. DEDICATION 0.805 ACRE DOC. NO. 2015-242, O.P.R.D.C.T. BLOCK A, LOT 1 30.890 ACRES 1,345,567 SQUARE FEET BOUNDARY LINE AGREEMENT DOC. NO. _____________ O.P.R.D.C.T. FIRELANE, ACCESS, DRAINAGE & UTILITY EASEMENT DOC. NO _________ O.P.R.D.C.T. 15' UTILITY EASEMENT DOC. NO. __________ O.P.R.D.C.T. FIRELANE, ACCESS, DRAINAGE & UTILITY EASEMENT DOC. NO _________ O.P.R.D.C.T. STREET EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 5'x20' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' FIRELANE, ACCESS, DRAINAGE & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 5'x20' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. FIRELANE, ACCESS, & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T.36' DRAINAGE EASEMENTDOC. NO. 2019-336O.P.R.D.C.T.12' DRAINAGE EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' SANITARY SEWER EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' FIRELANE, ACCESS, DRAINAGE & UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. 15' UTILITY EASEMENT DOC. NO. 2019-336 O.P.R.D.C.T. RIGHT-OF-WAY DEDICATION DOC. NO. 2019-336 O.P.R.D.C.T. RIGHT-OF-WAY DEDICATION DOC. NO. 2015-242, O.P.R.D.C.T. 60' R.O.W. DEDICATION VOLUME 228, PAGE 450, D.R.D.C.T. WATER EASEMENT WATER EASEMENT 24' FIRE LANE, ACCESS, DRAINAGE & UTILITIY EASEMENT 45' FIRE LANE, & UTILITIY EASEMENT VARIABLE WIDTH SANITARY SEWER EASEMENT (SEE DETAIL 3) 24' FIRELANE & UTILITY EASEMENT 30' SEWER ESMT24' FIRELANE & UTILITY EASEMENT 15' FIRE LANE, ACCESS,DRAINAGE & UTILITYEASEMENTBLOCK A, LOT 2 PROSPER SCHOOL CHURCH ADDITION DOC. NO. 2019-336 P.R.D.C.T. MAV ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. MAV ADDITION DOC. NO. 2019-483 O.P.R.D.C.T. MAV ADDITION DOC. NO. 2019-483 WATER VALVE WATER METER IRRIGATION CONTROL VALVE WATER SPIGOT FOR RV USE EX. FH EX. FH EX. FH 20"W 20"W 20"W 20"W 20"W12"W12"W12"W20"W 20"W 12"W12"W12EX. 12" WATEREX. 12" WATEREX. 12' WATER 20" WATER LINE EX. FH EX. FH EX. FH 1-STORY BARN WOOD/STEEL EXISTING CREEK EXISTING C R E E KEXISTING C REEK EX. FH EX. FH EX. FH EX. 8" SSEX. 12' WATER APPROXIMATE LOCATION OF 100 YR FLOODPLAIN PER FEMA MAP 48121C0430G 4/18/11 AC AC AC AC AC AC AC AC AC AC AC AC EX. FH 25' LANDSCAPE & ACCESS EASEMENT 25' LANDSCAPE & ACCESS EASEMENT 5' LANDSCAPE SETBACK 5' LANDSCAPE SETBACK5' LANDSCAPE SETBACK5' LANDSCAPE SETBACK5' LANDSCAPE SETBACKPROPOSED VARIABLE WIDTH DRAINAGE AND FLOOD PLAIN ESMT. 040 8080 SCALE IN FEET 1" = 80' GENERAL TREE SURVEY 041"=80' N/A LEGEND EXISTING FIRE HYDRANT EXISTING WATER LINE EXISTING SANITARY SEWER LINE PROPOSED SEWER MANHOLE PROPOSED CLEANOUT PROPOSED FIRE HYDRANT PROPOSED FDC PROPOSED WATER LINE PROPOSED SANITARY SEWER LINE PROPOSED STORM DRAIN MH CO revisionno.dateby teague nall and perkins, inc 825 Watters Creek Blvd., Suite M300 Allen, Texas 75013 214.461.9867 ph 214.461.9864 fx www.tnpinc.com TBPELS:ENGR F-230; SURV 10011600, 10011601, 10194381 GBPE:PEF007431; TBAE: BR 2673 NOV 2022 scale horiz vert intended for construction, bidding or permit This document is for interim review and is not purposes. , P.E. Date: Tx. Reg. # 10/31/2022CAMERON SLOWN 106317 when bar is 1 inch long GOF22305 ROCK CREEK CHURCH PROSPER, TEXAS Improvements for 04 of sheet tnp project Drawing: T:\Projects\GOF22305\Eng-C3D\CAD\Sheets\PRELIMINARY FOLDER\GENERAL TREE SURVEY.dwg at Nov 01, 2022-4:47pm by adelarosaNOT FOR CONSTRUCTION N/A ROCK CREEK CHURCH 2860 FISHTRAP RD PROSPER, TX. 75078 (469)815-5253 TOWN PROJECT NUMBER: D22-0081 Page 175 Item 20. GUY GUY UP UP UP FHFH SS SS SS SS 14 T FH FH FH EX BUILDING (7-11 FUEL STATION) PROPOSED BUILDING (BY OTHERS) (CASE NO. D20-0002)EX OHEEX OHEEX OHEEX OHEEX OHEEX OHEEX OHEEX OHEEX OHEEX OHEEX OHEEX OHEFH 9 5FIRELANE FIRELANEFIRELANE FIRELANE FIRELANE FIRELANE FIRELANE FIR E L A N E FIRELANEFIRELANEFIRELANEFIRELANEFIRELANEFIRELANEFIRELANEFIRELANEFIRELANEFIRELANEEXITONLYPROPOSED BUILDING TOTAL BLDG = 6,124 SF REST= 3,400 SF RETAIL = 2,724 SF 7 107 8 FFE = 725.70 24'20' 20.0' LOT 3, BLOCK A VICTORY AT FRONTIER LLC DOC. NO. 20161122001590950 D.R.C.C.T. ZONED: PD-10 LAND USE: UNDEVELOPED LOT 4 BLOCK A Victory At Frontier LLC ZONED: PD-10 LAND USE: RETAIL N PRESTON ROAD(STATE HIGHWAY 289)VARIABLE WIDTH ROW AS SHOWN ON VOL. 2018, PG 699 P.R.C.C.T.N1°24'24"E167.98'N89°26'11"E 83.18' S88°35'36"E 263.84' S0°15'13"W 26.31' S4°16'09"W 68.37' Δ=17°08'39" R=205.00', L=61.34' CB=N10°48'48"W CD=61.11' N88°35'37"W 344.09' LOT 2, BLOCK A VICTORY AT FRONTIER LLC VOL. 2018, PG 699 P.R.C.C.T. ZONED: PD-10 LAND USE: RETAIL/FUEL STATION LOT 5 BLOCK A Victory At Frontier LLC VOL. 2018, PG. 699 P.R.C.C.T. 1.198 ACRES/52,186 SF R10' R 10'R10'R5'EX. 24'F.A.U.E.12'12'EX. 24'FA.U.E.12'12'18'9'30' 10' 18'9'12' EX 24' F.A.U.E.5'24' 10.0'12.0'5.5' 24.0'18.0'9.0'9.0'9.0'9.0'9.0'5.0'20.0'12.0'7.5' 5'17.6'18.7'17.5'10.1'12.4'16.9'25.2 '13.0'12' WIDE DRIVE THRU EX. FIRE HYDRANT EX. FIRE HYDRANT PROP. SIDEWALK PROPOSED CURB INLET EX. SSMH EX. SSMH WATER EASEMENT DOC.# 20200415000542160 O.P.R.C.C.T. 24' DRAINAGE AND SANITARY SEWER EASEMENT VOL. 2018, PG 699, P.R.C.C.T. 2' OVERHANG PROPOSED 10' HIKE AND BIKE TRAIL (MUST BE CONSTRUCTED PER THE TOWN'S TRAIL DETAILS AND NOTES) PROPOSED 23'X15' 8.0' MASONRY DUMPSTER ENCLOSURE PROP. 2" DOMESTIC WATER METER PROP. 1" IRRIGATION WATER METER PICKUP WINDOW ADA ACCESSIBLE PARKING SPACE (TYP) EXISTING 10' HIKE AND BIKE TRAIL PROPOSED 10' HIKE AND BIKE TRAIL (BY OTHERS) (CASE NO. D20-0002) (MUST BE CONSTRUCTED PER THE TOWN'S TRAIL DETAILS AND NOTES) EX, SSMH EXISTING CONCRETE DRIVEWAY EX. WATER EASEMENT EX. WATER EASEMENT 15' BUILDING SETBACK 5' LANDSCAPE BUFFER CLEARANCE HEIGHT BAR 5' LANDSCAPE BUFFER 30' LANDSCAPE AND ACCESS EASEMENT 2' OVERHANG EXISTING 10' HIKE AND BIKE TRAIL TO BE REALIGNED TO MATCH PROPOSED TRAIL PLAN PROPOSED 10'X10' WATER EASEMENT 15' X 15' VISIBILITY EASEMENT 15' BUILDING SETBACK DRIVE THRU ORDER BOARD PROP. BFR PROP. BFR PROP. BFR EX. 10' WATER EASEMENT 5' LANDSCAPE BUFFER 2' OVERHANG 2' OVERHANG ± 350.3'43.0'23.1'30' BUILDING SETBACK15' BUILDING SETBACK PROPOSED DEVELOPMENT BY OTHERS (CASE NO. D20--0002) EXISTING DEVELOPMENT REFER TO CIVIL CONSTRUCTION PLANS PREPARED BY CLAY MOORE ENGINEERING ( FILE NO. 2018-135) PROPOSED DEVELOPMENT BY OTHERS (CASE NO. D20--0002)14.0'15.0'23.0 ' PROP. TRANSFORMER PAD 60.0' R 30 ' R 3 0' R 30'R 1 0'R10'R 5 'R5 'R5'R 10'R 1 0'R 5 'R5 ' R 5'R 1 0 'R10'R10'LEGEND C3.0 FILENAME: C3.0 SITE PLAN_VIC21019.dwgPLOTTED BY: John GardnerFULL PATH: K:\Jobs\VIC21019_Frontier Tract D\Drawings\CIVILS\03 - ProductionK:\Jobs\VIC21019_Frontier Tract D\Drawings\CIVILS\03 - Production\C3.0 SITE PLAN_VIC21019PLOTTED DATE: 11/9/20222111 W WALNUT HILL LN IRVING, TX 75038-4406 SHEET:REV:DATE:DESCRIPTION:VICTORY ATFRONTIER - LOT 5LOT 5, BLOCK ATOWN OF PROSPERCOLLIN COUNTY, TEXASKIRKMAN ENGINEERING, LLC 5200 STATE HIGHWAY 121 COLLEYVILLE, TX 76034 TEXAS FIRM NO. 15874 JOB NUMBER: ISSUE DATE: VIC21019 E N G I N E E R I N G P R E L I M I N A R Y F O R R E V I E W O N L Y T H E S E D O C U M E N T S A R E F O R D E S I G N R E V I E W O N L Y A N D N O T I N T E N D E D F O R T H E P U R P O S E S O F C O N S T R U C T I O N , B I D D I N G O R P E R M I T . T H E Y W E R E P R E P A R E D B Y, OR UND ER T H E S UPE R VIS IO N OF : P.E.# 138295 JOHN D. GARDNER DATE: November 9, 2022 LUCKY 7 RETAIL, LLC SITE PLAN CASE NO. D22-0083 VICTORY AT FRONTIER LOT 5 1.198 ACRES LOT 5, BLOCK A VICTORY AT FRONTIER, LLC (VOL. 2018, PAGE 699) P.R.R.C.T. TOWN OF PROSPER, COLLIN, TEXAS PREPARATION DATE: 08/22/2022 OWNER/APPLICANT VICTORY AT FRONTIER, LLC 6125 LUTHER LANE STE 583 DALLAS, TX 75225-6202 PH: 214-934-2566 CONTACT: BOBBY MENDOZA LANDSCAPE ARCHITECT LONDON LANDSCAPES P.O. BOX 28 COLLINSVILLE, TS 76233 CONTACT: AMY LONDON, RLA ENGINEER KIRKMAN ENGINEERING, LLC 5200 STATE HIGHWAY 121 COLLEYVILLE, TX 76034 PH: 817-488-4960 CONTACT: PATRICK FILSON, PE SURVEYOR BARTON CHAPA SURVEYING 5200 STATE HIGHWAY 121 COLLEYVILLE, TX 76034 PH: 817-864-1957 CONTACT: JACK BARTON, RPLS SITE PLAN NOTE TO CONTRACTOR THE CONTRACTOR SHALL FIELD VERIFY THE LOCATION AND DEPTH OF ALL EXISTING UTILITIES (WHETHER SHOWN ON PLANS OR NOT) PRIOR TO COMMENCING CONSTRUCTION. IF FIELD CONDITIONS DIFFER SIGNIFICANTLY FROM LOCATIONS SHOWN ON THE PLANS, THE CONTRACTOR SHALL CONTACT THE PROJECT ENGINEER PRIOR TO PROCEEDING WITH CONSTRUCTION. GRAPHIC SCALE FEET06030 SCALE: 1" = 30' LAYOUT & DIMENSIONAL CONTROL NOTES: 1.BOUNDARY LINES AND EASEMENT: REFER TO THE FINAL PLAT TO VERIFY PROPERTY LINES AND EXISTING EASEMENT LOCATIONS. 2.DIMENSION CONTROL: UNLESS NOTED OTHERWISE, ALL PAVING DIMENSIONS SHOWN ARE TO FACE OF CURB. 3.CURB RADII: UNLESS NOTED OTHERWISE, ALL CURB RADII SHALL BE 3' AT FACE OF CURB. 4.BUILDING DIMENSIONS: REFERENCE ARCHITECTURAL PLANS FOR EXACT BUILDING DIMENSIONS. 5.CONTRACTOR SHALL VERIFY ALL DIMENSIONS AND COORDINATES PRIOR TO CONSTRUCTION. 6.ALL COORDINATES ARE U.S. SURVEY FEET, NAD '83 SURFACE. PARKING DATA TABLE RESTAURANT PARKING REQUIREMENT 1 SPACE PER 100 SF RETAIL PARKING REQUIREMENT 1 SPACE PER 250 SF BUILDING AREA / PATIO AREA 6,124 SF / 0 SF RESTAURANT PARKING SPACES REQUIRED (3,500 SQ. FT.) 35 SPACES RETAIL PARKING SPACES REQUIRED (2,624 SQ. FT.) 11 SPACES TOTAL PARKING SPACES PROVIDED 46 SPACES REQUIRED ADA PARKING 2 SPACES (1 VAN) PROVIDED ADA PARKING 2 SPACES (1 VAN) LOT COVERING (IMPERVIOUS AREA) (SF)42,956 SF REQUIRED LANDSCAPING (10% OF LOT AREA)5,218 SF PROVIDED LANDSCAPING 8,069 SF REQUIRED OPEN SPACE (7% OF LOT AREA)3,654 SF PROVIDED OPEN SPACE 3,654 SF Know what's below. before you dig.Call R PROPOSED FIRE HYDRANT PROPOSED CURB INLET ACCESSIBLE ROUTE PARKING COUNT PROPERTY BOUNDARY PROPOSED PAVEMENT PROPOSED BERMS FH 10 N PRESTON RDFRONTIER PKWY N COLEMAN ST SUBJECT SITE VICINITY MAP N.T.S.9.0'METER TABLE 1 2" DOMESTIC SERVICE 2 1" IRRIGATION SERVICE 1 2 STANDARD NOTES ANY REVISION TO THIS PLAN WILL REQUIRE TOWN APPROVAL AND WILL REQUIRE REVISIONS TO ANY CORRESPONDING PLANS TO AVOID CONFLICTS BETWEEN PLANS. 1.DUMPSTERS AND TRASH COMPACTORS SHALL BE SCREENED IN ACCORDANCE WITH THE ZONING ORDINANCE. 2.OPEN STORAGE, WHERE PERMITTED, SHALL BE SCREENED IN ACCORDANCE WITH THE ZONING ORDINANCE. 3.OUTDOOR LIGHTING SHALL COMPLY WITH THE LIGHTING AND GLARE STANDARDS CONTAINED WITHIN THE ZONING ORDINANCE AND SUBDIVISION ORDINANCE. 4.LANDSCAPING SHALL CONFORM TO LANDSCAPE PLANS APPROVED BY THE TOWN. 5.ALL ELEVATIONS SHALL COMPLY WITH THE STANDARDS CONTAINED WITHIN THE ZONING ORDINANCE. 6.BUILDINGS OF 5,000 SQUARE FEET OR GRATER SHALL BE 100% FIRE SPRINKLED. ALTERNATIVE FIRE PROTECTION MEASURES MAY BE APPROVED BY THE FIRE DEPARTMENT. 7.OCCUPANT NOTIFICATION PER THIS SECTION AND 907.5 SHALL BE REQUIRED FOR ALL NEW CONSTRUCTION, OR EXISTING CONSTRUCTION COMPLYING WITH THE INTERNATIONAL BUILDING CODE, FOR RENOVATIONS TO EXISTING BUILDINGS, TENANT SPACES, CHANGES IN OCCUPANCY, REPLACEMENT OR MODIFICATION OF THE EXISTING FIRE ALARM SYSTEM, OR AS REQUIRED BY THE FIRE CODE OFFICIAL, FOR ALL BUILDINGS OR SPACES PROVIDED WITH AN APPROVED AUTOMATIC SPRINKLER SYSTEM. 8.FIRE LANES SHALL BE DESIGNED AND CONSTRUCTED PER TOWN STANDARDS OR AS DIRECTED BY THE FIRE DEPARTMENT. 9.TWO POINTS OF ACCESS SHALL BE MAINTAINED FOR THE PROPERTY AT ALL TIMES. 10.SPEED BUMPS/HUMPS ARE NOT PERMITTED WITHIN A FIRE LANE. 11.FIRE LANES SHALL BE PROVIDED WITHIN 150 FEET OF ALL EXTERIOR WALLS OF ANY BUILDING FOR HOSE LAY REQUIREMENTS. AMENDMENT 503.1.1 12.THE FIRE LANE SHALL BE A MINIMUM OF 24 FEET WIDE. AMENDMENT 503.2.1 13.BUILDINGS MORE THAN 30 FEET IN HEIGHT ARE REQUIRED TO HAVE A MINIMUM OF A 26-FOOT WIDE FIRE LANE IN THE IMMEDIATE VICINITY FOR FIREFIGHTING OPERATIONS OF THE BUILDING. ONE OF THE 26-FOOT WIDE FIRE LANES SHALL BE LOCATED A MINIMUM OF 15 FEET FROM THE BUILDING AND NO MORE THAN 30 FEET. APPENDIX D105 14.THE INSIDE TURNING RADIUS OF THE 24-FOOT FIRE LANE SHALL BE A MINIMUM OF 30 FEET. AMENDMENT 503.2.4 15.THE INSIDE TURNING RADIUS OF THE 26-FOOT FIRE LANE SHALL BE A MINIMUM OF 30 FEET. AMENDMENT 503.2.4 16.DEAD-END FIRE LANES ARE ONLY PERMITTED WITH APPROVED HAMMERHEADS. 17.FIRE HYDRANTS SHALL BE PROVIDED AT THE ENTRANCES AND INTERSECTIONS. AMENDMENT 507.5.1 18.AS PROPERTIES DEVELOP, FIRE HYDRANTS SHALL BE LOCATED AT ALL INTERSECTING STREETS AND THE MAXIMUM SPACING SHALL BE EVERY 300 FEET (300') FOR ALL DEVELOPMENTS, AND FACILITIES OTHER THAN R3. R-3 DEVELOPMENTS SHALL BE EVERY 500 FEET (500'). DISTANCES BETWEEN HYDRANTS SHALL BE MEASURED ALONG THE ROUTE THAT FIRE HOSE IS LAID BY A FIRE APPARATUS FROM HYDRANT-TO-HYDRANT, NOT AS THE "CROW FLIES." AMENDMENT 507.5.1 19.FIRE DEPARTMENT CONNECTION (FDC) FOR THE FIRE SPRINKLER SYSTEM SHALL BE LOCATED WITHIN 50 FEET OF A FIRE HYDRANT AND 50 FEET OF A FIRE LANE. 5” STORZ, 30-DEGREE DOWNWARD TURN WITH LOCKING CAP. AMENDMENT 507.5.1 20.FIRE HYDRANTS SHALL BE LOCATED 2 FOOT (2') TO 6 FOOT (6') BACK FROM THE CURB OR FIRE LANE AND SHALL NOT BE LOCATED IN THE BULB OF A CUL-DE-SAC. AMENDMENT 507.5.1 21.THERE SHALL BE A MINIMUM OF TWO (2) FIRE HYDRANTS SERVING EACH PROPERTY WITHIN THE PRESCRIBED DISTANCES LISTED ABOVE. A MINIMUM OF ONE FIRE HYDRANT SHALL BE LOCATED ON EACH LOT. AMENDMENT 507.5.1 22.A MINIMUM 10-FOOT UNOBSTRUCTED WIDTH SHALL BE PROVIDED AROUND A BUILDING FOR ADEQUATE FIRE DEPARTMENT ACCESS. A CONTINUOUS ROW OF PARKING AND LANDSCAPING SHALL BE CONSIDERED A BARRIER. AMENDMENT 503.1.1 23.THE MAXIMUM DEAD- END CUL-DE-SAC LENGTH SHALL NOT EXCEED SIX HUNDRED FEET (600') AS MEASURED FROM THE CENTERLINE OF THE INTERSECTION STREET TO THE CENTER POINT OF THE RADIUS. AMENDMENT 503.1.5 24.ONE-AND TWO-FAMILY DWELLINGS AUTOMATIC FIRE SYSTEMS. AUTOMATIC FIRE PROTECTION SYSTEMS PER NFPA 13D OR NFPA 13R SHALL BE PROVIDED IN ALL ONE-AND TWO-FAMILY DWELLINGS WITH A CONDITIONED FLOOR AREA OF 5,500 SQUARE FEET (511 M2) OR GREATER, DWELLINGS THREE (3) STORIES OR GREATER, OR DWELLINGS WITH ROOF HEIGHTS EXCEEDING THIRTY-FIVE FEET (35') FROM GRADE. IRC-2015 AMENDMENT R313.2 25.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. 26.ALL SIGNAGE IS SUBJECT TO BUILDING OFFICIAL APPROVAL. 27.ALL FENCES AND RETAINING WALLS SHALL BE SHOWN ON THE SITE PLAN AND ARE SUBJECT TO BUILDING OFFICIAL APPROVAL. 28.ALL EXTERIOR BUILDING MATERIALS ARE SUBJECT TO BUILDING OFFICIAL APPROVAL AND SHALL CONFORM TO THE APPROVED FAÇADE PLAN. 29.SIDEWALKS OF NOT LESS THAN SIX (6) FEET IN WIDTH ALONG THOROUGHFARES AND COLLECTORS AND FIVE (5) FEET IN WIDTH ALONG RESIDENTIAL STREETS AND BARRIER-FREE RAMPS AT ALL CURB CROSSINGS SHALL BE PROVIDED PER TOWN STANDARDS. 30.APPROVAL OF THE SITE PLAN IS NOT FINAL UNTIL ALL ENGINEERING PLANS ARE APPROVED BY THE ENGINEERING SERVICES DEPARTMENT. 31.SITE PLAN APPROVAL IS REQUIRED BEFORE THE GRADING RELEASE. 32.ALL NEW ELECTRICAL LINES SHALL BE INSTALLED AND/OR RELOCATED UNDERGROUND. 33.ALL MECHANICAL EQUIPMENT SHALL BE SCREENED FROM PUBLIC VIEW PER THE ZONING ORDINANCE. 34.ALL LANDSCAPE EASEMENTS MUST BE EXCLUSIVE OF ANY OTHER TYPE OF EASEMENT. 35.ALL HVAC EQUIPMENT WILL BE ROOF MOUNTED AND SCREENED. SITE PLAN DATA TABLE EXISTING ZONING PD-10 LOT AREA (SF) / (ACRES)52,186 SF / 1.198 AC. TOTAL BUILDING AREA (SF) 6,124 SF PROPOSED USE BUILDING HEIGHT 20'-0" (1 STORY) MAXIMUM FAR (4:1)9.28% / 0.0928:1 RESTAURANT AND RETAIL OPEN SPACE NOTE 7% OF NET LOT AREA IS REQUIRED TO BE PROVIDED AS OPEN SPACE. THE FOLLOWING SHALL NOT BE INCLUDED: VEHICULAR PAVING, REQUIRED PARKING LOT LANDSCAPE ISLANDS, BUILDING FOOTPRINT, UTILITY YARDS, REQUIRED LANDSCAPE SETBACKS, SIDEWALKS, AND DETENTION PONDS. PLEASE REVISE THE CALCULATION TO MAKE SURE IT MEETS THE 7% EXCLUDING VEHICULAR PAVING, REQUIRED PARKING LOT LANDSCAPE ISLANDS, BUILDING FOOTPRINT, UTILITY YARDS, REQUIRED LANDSCAPE SETBACKS, SIDEWALKS, AND DETENTION PONDS. CONFIRMATION OF OPEN SPACE CALCULATIONS WILL BE REQUIRED AT SITE PLAN SUBMITTAL. Page 176 Item 20. Page 1 of 1 To: Mayor and Town Council From: Michelle Lewis Sirianni, Town Secretary Through: Ron K. Patterson, Interim Town Manager Robyn Battle, Executive Director of Community Services Re: 2023 Meeting Schedule Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon the 2023 Prosper Town Council regular meeting schedule. Description of Agenda Item: Each year, the Town Council has an opportunity to review the regular meeting schedule and advise staff if there are any meetings they wish to cancel. Historically, the Town Council has canceled the second meeting in December. Therefore, for 2023 it would be Tuesday, December 26, 2023, which is also a Town holiday. This schedule does not include any special meetings that may be called throughout the year. Unless otherwise posted, all Prosper Town Council Regular meetings take place in the Council Chambers of Prosper Town Hall and begin at 6:15 p.m. and if needed, a Work Session at 5:00 p.m. The Town Council Regular meetings for 2023 are as follows:  January 10 and 24  February 14 and 28  March 14 and 28  April 11 and 25  May 16 and 23  June 11 and 25  July 12 and 26  August 8 and 22  September 12 and 26  October 10 and 24  November 14 and 28 (Thanksgiving Holiday is November 23 &24)  December 12 and 26 (Canceled) Town Staff Recommendation: Town staff recommends the Town Council approve the 2023 Prosper Town Council Regular meeting schedule as presented. Proposed Motion: I move to approve the 2023 Prosper Town Council Regular meeting schedule as presented. Prosper is a place where everyone matters. TOWN SECRETARY Page 177 Item 21. Page 1 of 3 To: Mayor and Town Council From: Chris Landrum, Finance Director Through: Ron K. Patterson, Interim Town Manager Bob Scott, Executive Director of Administrative Services Re: Ordinance amending Ordinance No. 2021-55 (FY 2021-2022 Annual Budget) Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon an ordinance amending Ordinance No. 2021-55 (FY 2021-2022 Annual Budget). (CL) Description of Agenda Item: The proposed ordinance is amending the following balances for the FY 2021-2022 Budget: General Fund To maintain an adequate fund balance in the Stormwater Drainage Utility Fund, the General Fund will transfer $140,000. Crime Control and Prevention District Fund The Crime Control and Prevention District Fund was created to support the cost of crime control and prevention and includes salaries and benefits for designated personnel. The approved policy for this fund is to maintain a maximum cash balance of $25,000 at year -end, to expend all resources on an annual basis. This policy requires revenues to be increased by $443,206 from $2,103,218 to $2,546,424 and expenditures increased the budget by $450,605 from $2,078,358 to $2,528,963. Fire Control, Prevention, and Emergency Medical Services District Fund The Fire Control, Prevention, and Emergency Medical Services District Fund was created for fire safety and emergency medical services programs and includes salaries and benefits for designated personnel. The approved policy for this fund is to maintain a maximum cash balance of $25,000 at year-end, to expend all resources on an annual basis. This policy requires revenues to be increased by $438,473 from $2,103,218 to $2,541,987 and expenditures increased the budget by $406,381 from $2,099,095 to $2,505,476. TIRZ #1 Fund TIRZ #1 revenues are restricted and reimbursable for expenditures of TIRZ #1. All revenues received are reimbursed on an annual basis. This requires revenues to be increased by Prosper is a place where everyone matters. FINANCE DEPARTMENT Page 178 Item 22. Page 2 of 3 $2,584,379 from $2,376,368 to $4,960,747 and expenditures to be increased by $2,853,566 from $2,376,368 to $5,229,934. TIRZ #2 Fund TIRZ #2 revenues are restricted and reimbursable for expenditures of TIRZ #2. All revenues received are reimbursed on an annual basis. This requires revenues to be increased by $22,195 from $162,376 to $184,571 and expenditures to be increased by $22,121 from $162,428 to $184,549. Stormwater Drainage Fund Stormwater Drainage Fund transferred funds to partially fund Old Town drainage projects. Expenditures are increasing by $383,197 from $763,323 to $1,146,520. Revenues will increase by the transfer in from the General Fund of $140,000. Wastewater Impact Fund Developer reimbursements from impact fees are dependent on the developer completing wastewater projects. Reimbursements for wastewater projects for Windsong exceeded original estimates. Developer reimbursement expenditures will increase by $590,743 from $1,295,000 to $1,885,743. West Thoroughfare Impact Fee Fund Developer reimbursements from impact fees are dependent on the developer completing thoroughfare projects. Reimbursements for thoroughfare projects at the Parks at Legacy and Windsong exceeded original estimates. Developer reimbursement expenditures will increase by $3,790,135 from $5,300,000 to $9,073,939. Health Fund The health plan experienced a few significant claims requiring an increase to health claims of $715,166 from $4,052,014 to $4,767,180. The Town participates in reinsurance through a stop loss policy. Reimbursement from the stop loss insurance increased revenues by $628,068 from $91,236 to $719,304. Budget Impact: The General Fund expenditures will increase by $140,000; Crime Control and Prevention District Fund expenditures will increase by $450,606; Fire Control, Prevention, and Emergency Medical Services District Fund expenditures will increase by $406,381; TIRZ #1 Fund expenditures will increase by $2,853,566; TIRZ #2 Fund expenditures will increase by $22,121; Stormwater Drainage Utility Fund expenditures will increase by $383,197; Wastewater Impact Fee Fund expenditures will increase by $383,197; West Thoroughfare Impact Fee Fund expenditures will increase by $3,790,135; Health Fund expenditures will increase by $715,166 in FY 2021-2022. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed and approved the budget amendment ordinance as to form and legality. Attached Documents: 1. Ordinance 2. Exhibit A Page 179 Item 22. Page 3 of 3 Town Staff Recommendation: Town staff recommends approval of amending Ordinance No. 2021-55 (FY 2021-2022 Annual Budget) to provide funding increased expenditures in the General Fund, Crime Control and Prevention District Fund, Fire Control, Prevention, and Emergency Medical Services District Fund, TIRZ #1 Fund, TIRZ #2 Fund, Stormwater Drainage Utility Fund, Wastewater Impact Fee Fund, West Thoroughfare Impact Fee Fund, and Health Fund. Proposed Motion: I move to approve amending Ordinance No. 2021-55 (FY 2021-2022 Annual Budget) to provide funding increased expenditures in the General Fund, Crime Control and Prevention District Fund, Fire Control, Prevention, and Emergency Medical Services District Fund, TIRZ #1 Fund, TIRZ #2 Fund, Stormwater Drainage Utility Fund, Wastewater Impact Fee Fund, West Thoroughfare Impact Fee Fund, and Health Fund. Page 180 Item 22. TOWN OF PROSPER, TEXAS ORDINANCE NO. 2022-XX AN ORDINANCE OF THE TOWN OF PROSPER, TEXAS, AMENDING ORDINANCE NO. 2021-55 (FY 2021-2022 BUDGET) TO FUND INCREASED EXPENDITURES OF $140,000; INCREASED EXPENDITURES OF $450,606 IN THE CRIME CONTROL AND PREVENTION DISTRICT FUND BUDGET; INCREASED EXPENDITURES OF $406,381 IN THE FIRE CONTROL, PREVENTION, AND EMERGENCY MEDICAL SERVICES DISTRICT FUND BUDGET; INCREASED EXPENDITURES OF $2,853,566 IN THE TIRZ #1 FUND BUDGET; INCREASED EXPENDITURES OF $22,121 IN THE TIRZ #2 FUND BUDGET; INCREASED EXPENDITURES OF $590,743 IN THE WASTEWATER IMPACT FEE FUND; INCREASED EXPENDITURES OF $383,197 IN THE STORMWATER DRAINAGE FUND; INCREASED EXPENDITURES OF $3,790,135 IN THE WEST THOROUGHFARE IMPACT FEE FUND; INCREASED EXPENDITURES OF $715,166 IN THE HEALTH FUND; PROVIDING FOR REPEALING, SAVINGS AND SEVERABILITY CLAUSES; AND PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE. WHEREAS, the Town Council of the Town of Prosper, Texas (“Town Council”), has investigated and determined that it will be beneficial and advantageous to the residents of the Town of Prosper, Texas (“Prosper”), to amend Ordinance No. 2021-55 (FY 2021-2022 Budget) for the purposes listed in Exhibit “A,” attached hereto and incorporated herein by reference; and WHEREAS, the changes will result in budgeted funds being allocated. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendment to Ordinance No. 2021-55 (FY 2021-2022 Budget). Ordinance No. 2020-55 (FY 2021-2022 Budget) is hereby amended to allow for increases to appropriations as shown in Exhibit “A,” attached hereto and incorporated herein by reference. SECTION 3 Savings/Repealing Clause. All provisions of any ordinance in conflict with this Ordinance are hereby repealed, but such repeal shall not abate any pending prosecution for violation of the repealed Ordinance, nor shall the repeal prevent prosecution from being commenced for any violation if occurring prior to the repeal of the Ordinance. Any remaining portions of conflicting ordinances shall remain in full force and effect. SECTION 4 Severability. Should any section, subsection, sentence, clause, or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. Prosper hereby declares that it would have passed this Ordinance, and each section, Page 181 Item 22. subsection, sentence, clause, or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared unconstitutional or invalid. SECTION 5 Effective Date. This Ordinance shall become effective immediately upon its passage. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 13TH DAY OF DECEMBER, 2022. TOWN OF PROSPER, TEXAS David F. Bristol, Mayor ATTEST TO: Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: Terrence S. Welch, Town Attorney Ordinance No. 2022-__ , Page 2 Page 182 Item 22. EXHIBIT "A" BUDGET AMENDMENT FISCAL YEAR 2021-2022 December 13,2022 FUND CATEGORY DESCRIPTION AMENDMENT GENERAL FUND EXPENDITURES Transfers To Stormwater Drainage to support fund balance 140,000 TOTAL EXPENDITURES 140,000 NET CHANGE IN GENERAL FUND BALANCE (140,000) TIRZ #1 FUND REVENUES Impact Fee Revenue Increased to match actual revenue 2,584,379 TOTAL REVENUES 2,584,379 EXPENDITURES Developer Reimbursement Increase in Impact Revenue increased reimbursement 2,853,566 TOTAL EXPENDITURES 2,853,566 NET CHANGE IN TIRZ #1 FUND BALANCE (269,187) TIRZ #2 FUND REVENUES Property Tax - Town Increased to match actual revenue 22,195 TOTAL REVENUES 22,195 EXPENDITURES Developer Reimbursement Increase in Property Tax increased reimbursement 22,121 TOTAL EXPENDITURES 22,121 NET CHANGE IN TIRZ #2 FUND BALANCE 74 CRIME CONTROL AND PREVENTION SPECIAL PURPOSE DISTRICT REVENUES Sales Tax Increased to match Sales Tax Revenue 443,206 TOTAL REVENUES 443,206 EXPENDITURES Personnel Increased to comply with cash balance policy 430,217 Other Increased to match actuals 20,389 450,606 NET CHANGE IN CRIME SPD (7,400) FIRE CONTROL, PREVENTION AND EMERGENCY MEDICAL SERVICES SPECIAL PURPOSE DISTRICT REVENUES Sales Tax Increased to match Sales Tax Revenue 438,473 TOTAL REVENUES 438,473 EXPENDITURES Personnel Increased to comply with cash balance policy 386,000 Other Increased to match actuals 20,381 406,381 NET CHANGE IN FIRE SPD 32,092 Page 183 Item 22. EXHIBIT "A" BUDGET AMENDMENT FISCAL YEAR 2021-2022 December 13,2022 WASTEWATER IMPACT FEE FUND REVENUES Impact Fees Increased to match actuals 151,000 Equity Fees Increased to match actuals 128,000 279,000 EXPENDITURES Operations-Developer Reimb.590,743 590,743 NET CHANGE IN WASTEWATER IMPACT FEE FUND (311,743) STORMWATER DRAINAGE FUND REVENUES Transfers In From General Fund 140,000 140,000 EXPENDITURES Capital 383,197 383,197 NET CHANGE IN STORMWATER DRAINAGE FUND (243,197) WEST THOROUGHFARE IMPACT FEE FUND EXPENDITURES Operations-Developer Reimb. 3,790,135 3,790,135 NET CHANGE IN WEST THOROUGHFARE IMPACT FEE FUND (3,790,135) HEALTH FUND REVENUES Other Income 628,068 628,068 EXPENDITURES Operating Expenses 65,966 Claims 649,200 715,166 NET CHANGE IN HEALTH FUND (87,098) Page 184 Item 22. Page 1 of 3 To: Mayor and Town Council From: Chris Landrum, Finance Director Through: Ron K. Patterson, Interim Town Manager Bob Scott, Executive Director of Administrative Services Re: Ordinance amending Ordinance No. 2022-54 (FY 2022-2023 Annual Budget) Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon an ordinance amending Ordinance No. 2022-54 (FY 2022-2023 Annual Budget). (CL) Description of Agenda Item: The proposed ordinance is amending the following balances for the FY 2022-2023 Budget: General Fund Council authorized additional FTE for a Detective (1 FTE) and an Engineering Technician (1 FTE). An oversight occurred and the personnel costs for these positions were not included in the budget. Personnel costs for the detective is $265,162, of which $186,780 is recurring. Personnel costs for the Engineering Technician are $81,990, of which $69,700 is recurring. Actual costs for the body and dash cam project were exceeded by $151,258 for the first year. In addition, the scope of the project was expanded to include 5 Fire units for $45,776. The system requires software licenses for $70,688. The total increase for the body and dash cam project is $267,692. License plate reader project not included in the adopted budget is $144,900. For Council consideration on December 13, 2022, is an award of an ERP system. This project is a multi-year implementation process. By pulling forward expenditures of $115,340 there will be a cost avoidance of approximately $160,000 in the total project cost. A one-time lump sum payment for staff based on 1% of salaries and salary-based benefits is estimated at $281,837. The Finance Department has experienced 100% turnover and a software implementation is scheduled in FY2022-2023. To address this need, receive assistance through the annual audit process and maintain levels of service a total increase of $91,000 is requested. Council appointed a new auditing firm Weaver and Tidwell. The annual audit service increased by $15,500. An increasing number of landscape plan reviews and an upcoming vacancy drive the need to contract this function on a temporary basis. A one-time amount of $63,000 is amended to fill this need. The need to continue this operational support will be reassessed during the budget process. A vacancy at the Fire Department requires plan reviews to be contracted to a third party. An increase of $20,000 is requested for this purpose. An increase to one-time capital dedicated contribution of $1,000,000 is included. Prosper is a place where everyone matters. FINANCE DEPARTMENT Page 185 Item 23. Page 2 of 3 Water & Sewer Fund An oversight occurred in the presentation of Administration expenditures in the budget ordinance approving fiscal year 2022-2023 budget. The presentation in the ordinance should have included $174,560 additional in Administration expenditures in the budget. Special Revenue Fund It was the intention to include $5,000 in Fire donation expense in the Special Revenue Fund. Through an oversight this amount was not included in the budget adopted by Council. Expenditures of $5,000 will be increased for this expenditure. PO Roll Forward The Town of Prosper continues to utilize the purchase order system to encumber funds. The practice of the Town of Prosper is to shift budget authority from last fiscal year to the new fiscal year. The net effect is lowering expenditures in FY 2021-2022 and rolling forward those available funds to the current year. Capital project encumbrances are excluded from the budget amendment since Capital Project Fund monies are multi-year appropriations. The total encumbrances for the General Fund to be brought forward is $1,794,281.05; the total encumbrance for the Water-Sewer Utility Fund to be brought forward is $450,955.04; the total encumbrance for the Stormwater Drainage Utility Fund to be brought forward is $82,706.08; the total encumbrance for the Economic Development Corporation to be brought forward is $1,530.00; the total encumbrance for the Vehicle Equipment Replacement Fund (VERF) to be brought forward is $90,020.91; The net effect of the PO roll forward is lower expenditures in FY 2022-2023 and rolling the funding to FY 2022- 2023’s budget. Capital Funds Safety Way – Town Council entered into a Memorandum of Understanding (MOU) on July 19, 2022 for the partial funding of the construction of Safety Way as part of ongoing development. The $800,000 funding will cover the Towns portion of the MOU. Gorgeous/McKinley – The LIV development agreement states the developers will be reimbursed for the construction of the Gorgeous/McKinley roadway through the use of roadway impact fees, a construction shortfall of $700,000 is anticipated above and beyond the roadway impact fees generated by this development. The $700,000 will cover the anticipated increase in roadway construction costs. Teel/US 380 Intersection - This project is currently being bid and the latest Engineers estimate has a shortfall of $200,000 in the construction budget. We anticipate the $200,000 to cover any increase in construction costs. First Street (DNT – Coleman) (Traffic Circle & additional) – Several design options were considered for the proposed intersection improvements at First Street and Coleman Road, after consideration of traffic flow and impacts to surrounding properties, it was decided to go with a traffic circle design. The additional $1,000,000 will cover the anticipated construction cost associated with the traffic circle and overall increases in construction costs. Legacy (Prairie – Fishtrap) – 4 lanes: (ROW) – The design of this project was accelerated by Town Council last year; the design has progressed to the 60% phase and has identified needed right of way. The $575,000 identified for this project will allow staff to progress into the next phase of property appraisals and acquiring any needed right of way and or easements, this will keep the project moving forward toward successful completion. Left Turn Lane Coit at First Street – The improvements currently under way on First Street (Coit – Custer) will construct four lanes of First Street east of the Coit Road intersection. Currently the Page 186 Item 23. Page 3 of 3 southbound Coit road transition will not allow for the full operation of the intersection, the $375,000 will construct additional pavement on Coit that will lengthen the transition and allow for the full operation of the traffic signals including the left turn lane from southbound Coit to eastbound First street. First Street (Coleman – Craig): (Design) – This section of First Street is the only remaining section within the Town limits not to have any improvements planned, it is currently a two-lane section with limited right of way available. The allocation of $500,000 for design begins the project development process to eventually construct improvements to this section of roadway. Sanitary Sewer Replacement (LIV Development) – the proposed improvements for the LIV development discovered several hundred feet of 8-inch clay pipe being used for the sanitary sewer collection system. In the interest of minimizing future maintenance issues, Public Works would like to replace the current clay pipe with new PVC pipe. The replacement cost is anticipated to be $75,000; this cost will be funded from the Water and W astewater fund. Budget Impact: The General Fund expenditures will increase by $2,386,935; Water-Sewer Utility Fund expenditures will increase by $174,560; and Special Revenue Fund expenditures will increase by $5,000 in FY 2022-2023. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has reviewed and approved the budget amendment ordinance as to form and legality. Attached Documents: 1. Ordinance 2. Exhibit “A” – Detail of Budget Amendment 3. Exhibit “B” – Fund Summaries 4. Detailed List of Purchase Order Roll Town Staff Recommendation: Town staff recommends approval of amending Ordinance No. 2022-54 (FY 2022-2023 Annual Budget) to provide funding increased expenditures in the General Fund, Water-Sewer Utility Fund, Debt Service Fund, and Special Revenue Fund. Proposed Motion: I move to approve amending Ordinance No. 2022-54 (FY 2022-2023 Annual Budget) to provide funding increased expenditures in the General Fund, Water-Sewer Utility Fund, and Special Revenue Fund. Page 187 Item 23. TOWN OF PROSPER, TEXAS ORDINANCE NO. 2022-XX AN ORDINANCE OF THE TOWN OF PROSPER, TEXAS, AMENDING ORDINANCE NO. 2022-54 (FY 2022-2023 BUDGET) TO FUND INCREASED EXPENDITURES OF $2,386,935 IN THE GENERAL FUND BUDGET; INCREASED EXPENDITURES OF $174,560 IN THE WATER AND SEWER FUND BUDGET; AND INCREASED EXPENDITURES OF $5,000 IN THE WEST SPECIAL REVENUE FUND BUDGET; PROVIDING FOR REPEALING, SAVINGS AND SEVERABILITY CLAUSES; AND PROVIDING FO R AN EFFECTIVE DATE OF THIS ORDINANCE. WHEREAS, the Town Council of the Town of Prosper, Texas (“Town Council”), has investigated and determined that it will be beneficial and advantageous to the residents of the Town of Prosper, Texas (“Prosper”), to amend Ordinance No. 2022-54 (FY 2022-2023 Budget) for the purposes listed in Exhibit “A,” attached hereto and incorporated herein by reference; and WHEREAS, the changes will result in budgeted funds being allocated and an overall net increase in the budget for funding from fund balance. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2 Amendment to Ordinance No. 2022-54 (FY 2022-2023 Budget). Ordinance No. 2022-54 (FY 2022-2023 Budget) is hereby amended to allow for increases to appropriations as shown in Exhibit “A,” attached hereto and incorporated herein by reference. SECTION 3 Savings/Repealing Clause. All provisions of any ordinance in conflict with this Ordinance are hereby repealed, but such repeal shall not abate any pending prosecution for violation of the repealed Ordinance, nor shall the repeal prevent prosecution from being commenced for any violation if occurring prior to the repeal of the Ordinance. Any remaining portions of conflicting ordinances shall remain in full force and effect. SECTION 4 Severability. Should any section, subsection, sentence, clause, or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. Prosper hereby declares that it would have passed this Ordinance, and each section, subsection, sentence, clause, or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared unconstitutional or invalid. Page 188 Item 23. SECTION 5 Effective Date. This Ordinance shall become effective immediately upon its passage. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, ON THIS 13TH DAY OF DECEMBER 2022. TOWN OF PROSPER, TEXAS David F. Bristol, Mayor ATTEST TO: Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: Terrence S. Welch, Town Attorney Ordinance No. 2022 __ , Page 2 Page 189 Item 23. EXHIBIT "A" BUDGET AMENDMENT FISCAL YEAR 2022-2023 December 13, 2022 FUND CATEGORY DESCRIPTION TOTAL AMENDMENT GENERAL FUND REVENUES Miscellaneous Plan review fee - schedule update 80,000 TOTAL REVENUES 80,000 EXPENDITURES Police Services Detective (1 FTE approved; budget oversight)265,162 Engineering Engineering Technician (1 FTE approved; budget oversight)122,004 Police Services FLOCK Safety System (First Year; $125,500 recurring)144,900 Administration Audit Services Increase (Weaver)15,500 Administration Finance Audit Support (PBH)47,500 Administration Finance Contract Labor Support 24,000 Administration Finance ERP on-demand Contract Labor Support 20,000 Administration Dash and Body Cam hardware and software increase (Fire)267,692 Community Services 3rd Party Landscape Review 63,000 Fire Services Contract Labor Fire Inspections (BV)20,000 Administration Additional ERP 115,340 Administration One-time lump sum (based on 1%)281,837 Transfers to CIP One-time transfers to Capital Dedicated 1,000,000 TOTAL EXPENDITURES 2,386,935 NET CHANGE IN GENERAL FUND BALANCE (2,306,935) WATER & SEWER FUND REVENUES Water Charges for Services Based on historic revenue 500,000 Wastewater Charges for Service Based on historic revenue 200,000 License, Fee & Permits Based on historic revenue 30,000 EXPENDITURES TOTAL REVENUES 730,000 Administration Error in budget book presentation 174,560 TOTAL EXPENDITURES 174,560 NET CHANGE IN WATER & SEWER FUND BALANCE 555,440 SPECIAL REVENUE FUND EXPENDITURES General Government Fire Donation Expense 5,000 TOTAL EXPENDITURES 5,000 NET CHANGE IN SPECIAL REVENUE FUND BALANCE (5,000) Ordinance 2022-80 Page 190 Item 23. Original Budget Amendments PO Roll Amended Budget Revenues Property Tax 23,519,547 - - 23,519,547 Sales Tax 10,220,208 - - 10,220,208 Franchise Fees 2,404,527 - - 2,404,527 Licenses, Permits & Fees 6,325,530 - - 6,325,530 Charges for Service 1,240,962 - - 1,240,962 Fines & Warrants 250,425 - - 250,425 Grants 1,525,000 - - 1,525,000 Miscellaneous 124,475 80,000 - 204,475 Investment Income 150,000 - - 150,000 Transfers In 1,235,335 - - 1,235,335 Park Fees 509,300 - - 509,300 TOTAL 47,505,309 80,000 - 47,585,309 Expenditures* Administration 9,341,007 771,869 239,606 10,352,482 Police Services 6,635,120 410,062 433,359 7,478,541 Fire Services 9,990,721 20,000 15,083 10,025,804 Public Works 4,136,738 - 584,136 4,720,874 Community Services 7,174,446 63,000 49,250 7,286,696 Development Services 4,173,570 - 259,600 4,433,170 Engineering 2,601,325 122,004 213,247 2,936,576 Transfers 7,780,485 - - 7,780,485 Transfers to Capital Dedicated - 1,000,000 - 1,000,000 TOTAL 51,833,412 2,386,935 1,794,281 56,014,628 NET CHANGE IN FUND BALANCE (4,328,103) (2,306,935) (1,794,281) (8,429,319) BEGINNING BALANCE 16,316,341 19,048,829 ENDING BALANCE 11,988,238 10,619,510 TARGET 21% CONTINGENCY 27%22% *Included in expenditures is $7,960,323 of one-time expenditures General Fund Fiscal Year 2022-2023 Ordinance 2022-80 Page 191 Item 23. Original Budget Amendments PO Roll Amended Budget Revenues Water Charges for Services 17,557,737 500,000 - 18,057,737 Wastewater Charges for Services 9,462,990 200,000 - 9,662,990 License, Fees & Permits 377,705 30,000 - 407,705 Water Penalties 1,900 - - 1,900 Utility Billing Penalties 185,000 - - 185,000 Investment Income 60,000 - - 60,000 Other 467,427 - - 467,427 TOTAL 28,112,759 730,000 - 28,842,759 Expenses Administration 1,384,376 174,560 24,531 1,583,467 Debt Service 4,354,465 - - 4,354,465 Water Purchases 9,605,940 - - 9,605,940 Public Works 15,459,250 - 426,424 15,885,674 Transfer Out 2,877,339 - - 2,877,339 TOTAL 33,681,370 174,560 450,955 34,306,885 CHANGE IN NET ASSETS (5,568,611) (5,464,126) BEGINNING NET ASSETS 14,008,081 13,068,390 ENDING NET ASSETS 8,439,470 7,604,264 1.25 times Debt Service Reserve 1.94 1.75 Water & Sewer Fund Fiscal Year 2022-2023 Ordinance 2022-80 Page 192 Item 23. Original Budget Amendments PO Roll Final Budget Revenues Police Donations 15,500 - - 15,500 Fire Donations 15,500 - - 15,500 Child Safety Fees 28,000 - - 28,000 Court Security Revenue 8,000 - - 8,000 Municipal Jury Revenue 150 - - 150 Court Technology Revenue 7,500 - - 7,650 Tree Mitigation Revenue - - - - Escrow Income - - - - CARES/American Rescue Plan Act Revenue 3,045,165 - - - Cash Seizures - - - - Miscellaneous 3,000 - - - Interest Income 2,425 - - 2,425 TOTAL 3,125,240 - - 77,225 Expenses General Government 130,058 5,000 - 135,058 CARES/American Rescue Plan Act - - - - Other-Escrow Funds - - - - Transfers Out - - - - TOTAL 130,058 5,000 - 135,058 NET CHANGE IN FUND BALANCE 2,995,182 (57,833) BEGINNING FUND BALANCE 3,552,997 3,561,393 ENDING FUND BALANCE 6,548,179 3,503,560 Special Revenue Fund Fiscal Year 2022-2023 Ordinance 2022-80 Page 193 Item 23. Original Budget Amendments PO Roll Final Budget Revenues Charges for Service 1,385,257 - - 1,385,257 Other 150,000 - - 150,000 Investment Income 25,000 - - 25,000 TOTAL 1,560,257 - - 1,560,257 Expenses - Technology Expenses 145,200 - 43,827 189,027 Equipment Expenses 318,906 - 45,394 364,300 Vehicle Expenses 754,100 - 800 754,900 TOTAL 1,218,206 - 90,021 1,308,227 NET CHANGE IN FUND BALANCE 342,051 252,030 BEGINNING BALANCE 4,231,275 4,197,294 ENDING BALANCE 4,573,326 4,449,324 Vehicle and Equipment Replacement Fund Unaudited Fiscal Year 2022-2023 Ordinance 2022-80 Page 194 Item 23. Original Budget Amendments PO Roll Final Budget Revenues Stormwater Drainage Fees 828,000 - - 828,000 Other - - - - Investment Income 1,800 - - 1,800 Transfers In - - - - TOTAL 829,800 - - 829,800 Expenses Operating Expenses 270,091 - 71,855 341,946 Debt Service 217,575 - - 217,575 Capital 200,000 - 10,851 210,851 Transfers Out 107,996 - - 107,996 TOTAL 795,662 - 82,706 878,368 CHANGE IN NET ASSETS 34,138 (48,568) BEGINNING NET ASSETS 193,520 18,803 ENDING NET ASSETS 227,658 (29,765) Stormwater Drainage Utility Fund Fiscal Year 2022-2023 Ordinance 2022-80 Page 195 Item 23. Department PO #Date Issued Account No. Vendor Name Line Item Balance FY 22 PO Balance (as of 10/04/2022) FY 23 Individual Receipts FY 23 Total Receipts FY 23 Balance Description Status Notes 17088 01/30/17 660-6610-50-00-1710-ST Cobb, Fendley & Assoc., Inc.3 60,500.00$ 17088 01/30/17 660-6610-50-00-1710-ST Cobb, Fendley & Assoc., Inc.5 16,000.00$ 17088 01/30/17 660-6610-50-00-1710-ST Cobb, Fendley & Assoc., Inc.7 10,230.00$ 17088 01/30/17 660-6610-50-00-1710-ST Cobb, Fendley & Assoc., Inc.9 16,500.00$ 17088 01/30/17 660-6610-50-00-1710-ST Cobb, Fendley & Assoc., Inc.10 12,720.00$ 17088 01/30/17 660-6610-50-00-1710-ST Cobb, Fendley & Assoc., Inc.11 81,700.00$ 17088 01/30/17 660-6610-50-00-1710-ST Cobb, Fendley & Assoc., Inc.12 19,280.00$ 17088 01/30/17 660-6610-50-00-1710-ST Cobb, Fendley & Assoc., Inc.13 64,824.50$ 17088 01/30/17 660-6610-50-00-1710-ST Cobb, Fendley & Assoc., Inc.14 83,000.00$ Engineering (CIP) 19093 12/01/18 760-6610-10-00-1902-WA Freese & Nichols 5 825.85$ 825.85$ -$ 825.85$ PSA Custer Road Pipeline and Meter Vault Relocations Project Project in progress Rolled to FY 22 - project was in progress 19216 04/04/19 100-5410-98-01-1831-ST Lee Engineering 9 632.66$ 19216 04/04/19 100-5410-98-01-1832-ST Lee Engineering 10 80.42$ 19216 04/04/19 100-5410-98-01-1831-ST Lee Engineering 11 154.41$ Engineering (CIP) 19268 06/06/19 750-5410-10-00-1923-ST Teague Nall and Perkins Inc 7 5,000.00$ 5,000.00$ -$ 5,000.00$ PSA Improvements to Fishtrap Road (Segments 1 & 4) and Schematic Design of Fishtrap Road (Elementary to DNT) Project 1923-ST Pending an item from developer Rolled to FY 22 - project was in progress 19313 08/21/19 760-6610-10-00-1501-WA Freese & Nichols 4 34,726.92$ 19313 08/21/19 760-6610-10-00-1501-WA Freese & Nichols 5 10,529.52$ 19313 08/21/19 760-6610-10-00-1501-WA Freese & Nichols 6 155,887.91$ 19313 08/21/19 760-6610-10-00-1501-WA Freese & Nichols 7 9,471.65$ 19313 08/21/19 760-6610-10-00-1501-WA Freese & Nichols 8 32,343.81$ 19313 08/21/19 760-6610-10-00-1501-WA Freese & Nichols 9 19,966.21$ 19313 08/21/19 760-6610-10-00-1501-WA Freese & Nichols 11 6,603.58$ 20191 02/20/20 750-5410-10-00-2012-ST Teague Nall and Perkins Inc 3 2,400.00$ 20191 02/20/20 750-5410-10-00-2012-ST Teague Nall and Perkins Inc 5 52,000.00$ 20191 02/20/20 750-5410-10-00-2012-ST Teague Nall and Perkins Inc 15 5,500.00$ 20192 02/20/20 750-5410-10-00-2014-ST Teague Nall and Perkins Inc 3 17,000.00$ 20192 02/20/20 750-5410-10-00-2014-ST Teague Nall and Perkins Inc 5 16,100.00$ 20192 02/20/20 750-5410-10-00-2014-ST Teague Nall and Perkins Inc 7 900.00$ 20192 02/20/20 750-5410-10-00-2014-ST Teague Nall and Perkins Inc 8 540.00$ 20192 02/20/20 750-5410-10-00-2014-ST Teague Nall and Perkins Inc 9 1,000.00$ 20264 05/28/20 680-5410-50-00-2013-ST Hayden Consultants, Inc 5 350.00$ 20264 05/28/20 680-5410-50-00-2013-ST Hayden Consultants, Inc 8 250.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 2 31,479.87$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 3 44,820.51$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 5 3,667.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 8 5,924.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 9 3,898.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 11 29,706.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 12 20,690.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 14 139,886.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 15 31,914.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 16 39,621.91$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 17 16,820.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 19 2,000.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 20 2,500.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 22 6,646.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 23 1,661.00$ 20272 06/19/20 750-5410-10-00-1512-ST Garver, LLC 24 7,619.02$ 20281 06/23/20 750-5410-10-00-2015-PK Dunaway Associates, LP 7 3,980.00$ 20281 06/23/20 750-5410-10-00-2015-PK Dunaway Associates, LP 10 968.64$ 20375 09/29/20 450-5410-98-02-2003-DR Garver, LLC 1 7,304.96$ 20375 09/29/20 450-5410-98-02-2003-DR Garver, LLC 7 883.12$ 20375 09/29/20 450-5410-98-02-2003-DR Garver, LLC 8 2,663.00$ 21054 10/21/20 200-5620-50-02 Aclara Technologies LLC 2 1,200.00$ 21054 10/21/20 200-5620-50-02 Aclara Technologies LLC 3 1,250.00$ 21162 02/25/21 100-5418-40-01 Tyler Technologies, Inc.3 107,146.58$ 21162 02/25/21 100-5418-40-01 Tyler Technologies, Inc.4 17,000.00$ 21162 02/25/21 100-5418-10-05 Tyler Technologies, Inc.5 12,708.33$ 21162 02/25/21 100-5418-10-05 Tyler Technologies, Inc.6 34,400.00$ 21163 02/25/21 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.2 116,297.00$ 21163 02/25/21 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.3 4,450.00$ 21163 02/25/21 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.4 480.00$ 21163 02/25/21 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.5 2,475.00$ 21163 02/25/21 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.6 630.00$ 21163 02/25/21 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.7 3,500.00$ 21163 02/25/21 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.12 7,140.00$ 21163 02/25/21 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.13 10,000.00$ 21163 02/25/21 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.14 20,000.00$ 21163 02/25/21 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.15 10,128.43$ Building Inspections 21164 02/25/21 100-5410-40-01 Sciens, LLC 17 1,280.00$ 1,280.00$ -$ 1,280.00$ PSA Community Development System Phase II - Project Implementation Support for Tyler EnerGov Software System Project in progress Rolled to FY 22 - project was in progress 21173 03/05/21 100-5215-20-01 GT Distributors, Inc.1 14,475.60$ 21173 03/05/21 100-5215-20-01 GT Distributors, Inc.2 3,408.60$ Rolled to FY 22 - staff was waiting on as-built drawings. Engineering 867.49$ -$ 867.49$ PSA Prosper Quiet Zone & Railroad Grade Separation Preliminary Design Services Project 1925-TR) Engineering (CIP)364,754.50$ -$ 364,754.50$ PSA Paving & Drainage Improvements for Coit Road From E. First Street to Frontier Parkway Project 1710-ST Project in progress Rolled to FY 22 - project was in progress Project in progress Rolled to FY 22 - staff needed to schedule and conduct a diagnostic meeting with Town, Consultant, and BNSF Railroad. Engineering (CIP)-$ 59,900.00$ 59,900.00$ PSA Improvements to Fishtrap Road from Stuber Elementary to DNT Project #2012-ST Project in progress Rolled to FY 22 - project was in progress Engineering (CIP)269,529.60$ -$ 269,529.60$ PSA Lower Pressure Plane Pump Station and Pipeline Phase 2 Project 1501-WA Project in progress PSA Improvements to 1st Street from Coit Rd. to Custer Rd. Project #2014-ST) Project in progress Rolled to FY 22 - project was in progress Engineering (CIP)600.00$ -$ 600.00$ PSA Teel (US 380 Intersection Improvements) Project #2013- ST Project in progress Rolled to FY 22 - project was in progress Engineering (CIP)35,540.00$ -$ 35,540.00$ Parks Admin (CIP) Rolled to FY 22 - project was in progress 4,948.64$ -$ 4,948.64$ PSA Pecan Grove Park Phase 2 Project #2015-PK Rolled to FY 22 - project was in progress Engineering (CIP)388,853.31$ -$ 388,853.31$ PSA First Street from Dallas North Tollway to Coleman Street Project #1512-ST Project in progress Aclara Field Programming Coil - Mobile Programmer and Annual Fee 2,450.00$ -$ 2,450.00$ Public Works Rolled to FY 22 - project was in progress 10,851.08$ -$ 10,851.08$ PSA Frontier Park/Lakes of Prosper Drainage Channel Project #2003-DR Project in progress Rolled to FY 22 - project was in progressEngineering (CIP) Rolled to FY 22 - project was in progressFire (CIP)175,100.43$ -$ 175,100.43$ PSA Architectural and Engineering Design Services for Public Safety Complex Phase 2 (Central Fire Station and Fire Administration) Project in progress Building Inspections -$ 171,254.91$ Tyler EnerGov Software Purchase and Installation Project in progress Rolled to FY 22 - project was in progress171,254.91$ Police 19,414.74$ -$ 19,414.74$ Ammunition Items backordered Rolled to FY 22 - items were backordered due to a national shortage. Ordinance 2022-80 Page 196 Item 23. 21173 03/05/21 100-5215-20-01 GT Distributors, Inc.5 1,135.86$ 21173 03/05/21 100-5215-20-01 GT Distributors, Inc.9 356.75$ 21173 03/05/21 100-5215-20-01 GT Distributors, Inc.17 37.93$ 21197 03/31/21 760-5410-10-00-2024-DR Garver, LLC 2 4,248.92$ 21197 03/31/21 760-5410-10-00-2024-DR Garver, LLC 3 4,144.66$ 21197 03/31/21 760-5410-10-00-2024-DR Garver, LLC 4 8,719.92$ Engineering 21234 05/05/21 100-5410-98-01 Freese & Nichols 5 8,503.37$ 8,503.37$ -$ 8,503.37$ PSA Review of the TxDOT Feasibility and EIS Scoping for the US 380 By-Pass Project Project in progress Rolled to FY 22 - project was in progress 21254 06/01/21 750-5410-10-00-2108-PK Teague Nall and Perkins Inc 4 2,480.00$ 21254 06/01/21 750-5410-10-00-2108-PK Teague Nall and Perkins Inc 5 1,900.00$ 21254 06/01/21 750-5410-10-00-2108-PK Teague Nall and Perkins Inc 6 5,000.00$ 21254 06/01/21 750-5410-10-00-2108-PK Teague Nall and Perkins Inc 7 1,000.00$ 21254 06/01/21 750-5410-10-00-2108-PK Teague Nall and Perkins Inc 8 320.80$ Parks Admin 21285 07/06/21 100-6610-10-99 Randall Scott Architects, Inc.3 1,000.00$ 1,000.00$ -$ 1,000.00$ PSA Town Hall Honor Wall Rolled to FY 22 - project was in progress 21323 08/31/21 200-7000-10-99 Cline Advisors & Consultants 2 2,600.00$ 21323 08/31/21 200-7000-10-99 Cline Advisors & Consultants 3 3,250.00$ 21323 08/31/21 200-7000-10-99 Cline Advisors & Consultants 4 3,900.00$ 21323 08/31/21 200-7000-10-99 Cline Advisors & Consultants 5 3,900.00$ 21323 08/31/21 200-7000-10-99 Cline Advisors & Consultants 6 4,350.00$ Admin/EDC 21326 09/01/21 800-5410-65-00 Blais & Associates, Inc.1-S2 1,530.00$ 1,530.00$ -$ 1,530.00$ Professional Grant Consulting Services related to US EDA ARPA EAA Grant for Regional Broadband STW balance = $1,530/Report balance = $2,140. SPLIT line 1 is over-received $610 which accounts for the difference. Finance will need to correct. 22003 10/01/21 410-5220-20-01 CDW Government LLC 6-S2 21,914.09$ 22003 10/01/21 410-5220-30-01 CDW Government LLC 6-S3 21,914.09$ 22047 10/26/21 100-5410-10-03 Sciens, LLC 10 1,800.00$ 22047 10/26/21 100-5410-10-03 Sciens, LLC 11 9,000.00$ Finance 22074 11/02/21 100-5410-10-99 Valley View Consulting, LLC 1 14,577.02$ 14,577.02$ -$ 14,577.02$ Blanket PO for Investment Advisory Services 22077 11/04/21 100-6125-10-05 DAC, Inc.4 1,930.86$ 22077 11/04/21 100-6125-10-05 DAC, Inc.5 813.00$ 22077 11/04/21 100-6125-10-05 DAC, Inc.6 5,720.00$ 22077 11/04/21 100-6125-10-05 DAC, Inc.7 1,225.14$ 22078 11/04/21 750-5410-10-00-2148-PK LJA Engineering, Inc.2-S1 3,255.00$ 22078 11/04/21 750-5410-10-00-2148-PK LJA Engineering, Inc.3-S1 1,680.00$ 22078 11/04/21 750-5410-10-00-2148-PK LJA Engineering, Inc.4-S1 2,706.00$ 22078 11/04/21 750-5410-10-00-2148-PK LJA Engineering, Inc.5-S1 749.00$ 22078 11/04/21 750-5410-10-00-2148-PK LJA Engineering, Inc.6-S1 499.00$ 22078 11/04/21 750-5410-10-00-2149-PK LJA Engineering, Inc.2-S2 1,395.00$ 22078 11/04/21 750-5410-10-00-2149-PK LJA Engineering, Inc.3-S2 720.00$ 22078 11/04/21 750-5410-10-00-2149-PK LJA Engineering, Inc.4-S2 2,320.00$ 22078 11/04/21 750-5410-10-00-2149-PK LJA Engineering, Inc.5-S2 321.00$ 22078 11/04/21 750-5410-10-00-2149-PK LJA Engineering, Inc.6-S2 255.00$ Police 22079 11/04/21 100-5215-20-01 GT Distributors, Inc.2 1,881.50$ 1,881.50$ -$ 1,881.50$ Purchase of 40mm aerial warning/signaling munition Items backordered 22092 11/08/21 100-5215-20-01 GT Distributors, Inc.1 28,310.40$ 22092 11/08/21 100-5215-20-01 GT Distributors, Inc.3 2,718.00$ 22092 11/08/21 100-5215-20-01 GT Distributors, Inc.4 268.10$ 22092 11/08/21 100-5215-20-01 GT Distributors, Inc.5 1,259.46$ 22092 11/08/21 100-5215-20-01 GT Distributors, Inc.9 475.00$ 22097 11/11/21 750-5410-10-00-2137-FC Brown Reynolds Watford Arch.2 167,440.50$ 22097 11/11/21 750-5410-10-00-2137-FC Brown Reynolds Watford Arch.3 8,875.00$ 22097 11/11/21 750-5410-10-00-2137-FC Brown Reynolds Watford Arch.4 5,600.00$ 22097 11/11/21 750-5410-10-00-2137-FC Brown Reynolds Watford Arch.5 4,200.00$ 22097 11/11/21 750-5410-10-00-2137-FC Brown Reynolds Watford Arch.6 4,125.00$ 22097 11/11/21 750-5410-10-00-2137-FC Brown Reynolds Watford Arch.7 5,000.00$ 22097 11/11/21 750-5410-10-00-2137-FC Brown Reynolds Watford Arch.8 3,000.00$ 22097 11/11/21 750-5410-10-00-2137-FC Brown Reynolds Watford Arch.9 5,850.00$ 22097 11/11/21 750-5410-10-00-2137-FC Brown Reynolds Watford Arch.10 6,800.00$ 22097 11/11/21 750-5410-10-00-2137-FC Brown Reynolds Watford Arch.12 9,073.37$ 22100 11/16/21 100-5400-20-01 Galls 1 5,246.27$ 22100 11/16/21 100-5400-20-01 Galls 8 1,595.62$ Park Operations 22101 11/16/21 750-6110-10-00-2131-FC Brett Wren dba 1 300.00$ 300.00$ -$ 300.00$ Purchase and installation of carport Project in progress Finance 22123 12/06/21 100-5414-10-03 Denton Central Appraisal Dist.1 9,469.78$ 9,469.78$ -$ 9,469.78$ Blanket PO for FY 2022 Tax Collection Services 22132 12/14/21 100-5410-60-01 Halff Associates 6 2,250.00$ 22132 12/14/21 100-5410-60-01 Halff Associates 7 7,500.00$ 22132 12/14/21 100-5410-60-01 Halff Associates 8 1,500.00$ 22132 12/14/21 100-5410-60-01 Halff Associates 9 2,500.00$ 22135 12/15/21 750-5410-10-00-2140-ST Kimley-Horn and Associates 2 2,530.00$ 22135 12/15/21 750-5410-10-00-2140-ST Kimley-Horn and Associates 4 28,875.00$ 22135 12/15/21 750-5410-10-00-2140-ST Kimley-Horn and Associates 5 104,500.00$ 22135 12/15/21 750-5410-10-00-2140-ST Kimley-Horn and Associates 6 3,500.00$ 22135 12/15/21 750-5410-10-00-2140-ST Kimley-Horn and Associates 7 7,000.00$ 22135 12/15/21 750-5410-10-00-2140-ST Kimley-Horn and Associates 8 1,600.00$ 22146 01/05/22 630-5410-50-00-2151-WA Freese & Nichols 3 28,961.43$ 22146 01/05/22 630-5410-50-00-2151-WA Freese & Nichols 4 7,700.00$ 22146 01/05/22 630-5410-50-00-2151-WA Freese & Nichols 5 17,500.00$ 9,689.00$ 10,800.00$ Information Technology 43,828.18$ -$ 43,828.18$ Purchase of VERF and additional computers STW Balance = $43,828.18/Report balance = $48,494.45. Difference of $4,666.27. Need to research to explain the difference. Line 10 Split 1 (40-01) over received $3,873.24. Line 11 Splits 2 (10-08) and 3 (50-03) are showing open with no receipts, but line is showing as closed. Parks Admin 13,750.00$ -$ 13,750.00$ Professional Engineering Services for US 380 Green Ribbon Landscape Enghancements Project (2150-PK) Roll over - may need to move funds into a project account (2150PK) Information Technology Supply chain delays and waiting on electrical vendor to finish required work.Purchase of access control board upgrades9,689.00$ -$ -$ 10,800.00$ Finance Phase 3 ERP Systsem Software Selection Consultant Services for Finance, UB, Court, and HR 17,113.50$ -$ 17,113.50$ Engineering (CIP)PSA Cook Lane Detention Analysis Project (21T10110)Rolled to FY 22 - project was in progress 18,000.00$ -$ 18,000.00$ Rolled to FY 22 - project was in progressPSA Public Works Organization Review Rolled to FY 22 - project was in progressParks Admin (CIP)10,700.80$ -$ 10,700.80$ PSA Tanners Mill Park Project Phase 2 Public Works Engineering (CIP)13,900.00$ -$ 13,900.00$ Project in progress Engineering (CIP)148,005.00$ Pending receipt Fire Engineering (CIP)85,041.96$ -$ 85,041.96$ Professional Engineering Services for the Dallas Parkway Water Line Project Project in progress Police 6,841.89$ -$ 6,841.89$ 219,963.87$ -$ 219,963.87$ Profession Architectural and Engineering Design Services for Fire Station No. 4 -$ 148,005.00$ Professional Engineering Services for the Craig Road Reconstruction Project (2140-ST) Project in progress Amendment No. 1 processed after 10/1 Police 33,030.96$ -$ 33,030.96$ Purchase of ammunition Items backordered Project in progress Blanket PO for purchase of vests and uniform items Ordinance 2022-80 Page 197 Item 23. 22146 01/05/22 630-5410-50-00-2151-WA Freese & Nichols 6 3,537.65$ 22146 01/05/22 630-5410-50-00-2151-WA Freese & Nichols 7 8,500.00$ 22146 01/05/22 630-5410-50-00-2151-WA Freese & Nichols 8 16,150.00$ 22146 01/05/22 630-5410-50-00-2151-WA Freese & Nichols 9 2,692.88$ Fire (CIP) 22152 01/12/22 750-6610-10-00-2112-FC Pogue Construction Co., LP 1 8,903,441.34$ 8,903,441.34$ -$ 8,903,441.34$ CMAR Services for Public Safety Complet Ph 2 (Central Fire and Fire Admin) Project in progress Public Works 22155 01/20/22 200-5410-50-02 NewEdge Services, LLC 1 1,695.00$ 1,695.00$ -$ 1,695.00$ NewEdge Support - advisory service hours related to CityWorks initiatives 22166 01/28/22 100-5418-20-01 Tyler Technologies, Inc.3 1,500.00$ 22166 01/28/22 100-5418-20-01 Tyler Technologies, Inc.4 2,500.00$ Engineering 22168 02/07/22 750-5410-10-00-1929-ST BNSF Railway 1 4,950.00$ 4,950.00$ -$ 4,950.00$ Quiet Zone Diagnostic Support Services on BNSF Railway Project in progress 22178 02/16/22 750-5410-10-00-2111-FC D&S Engineering Labs 2 2,908.22$ 22178 02/16/22 750-5410-10-00-2111-FC D&S Engineering Labs 4 3,129.66$ 22178 02/16/22 750-5410-10-00-2111-FC D&S Engineering Labs 7 25,194.10$ 2,443.76$ 22178 02/16/22 750-5410-10-00-2111-FC D&S Engineering Labs 8 1,363.00$ 22178 02/16/22 750-5410-10-00-2111-FC D&S Engineering Labs 9 233.78$ 2,249.81$ 22178 02/16/22 750-5410-10-00-2111-FC D&S Engineering Labs 11 412.50$ 82.50$ 22186 02/18/22 200-5545-50-02 Meter Readings Holding, LLC 1 1,732.50$ 22186 02/18/22 200-5545-50-02 Meter Readings Holding, LLC 2 1,674.00$ 22186 02/18/22 200-5545-50-02 Meter Readings Holding, LLC 3 2,340.00$ 22186 02/18/22 200-5545-50-02 Meter Readings Holding, LLC 4 4,851.00$ 22186 02/18/22 200-5545-50-02 Meter Readings Holding, LLC 5 11,137.50$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 2 178,617.99$ 27,811.87$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 3 221,876.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 4 175,688.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 5 75,204.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 7 13,200.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 8 11,000.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 9 3,300.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 10 5,000.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 11 26,950.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 12 8,910.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 14 8,335.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 15 8,469.00$ 22194 02/23/22 750-5410-10-00-2141-ST Garver, LLC 16 4,356.00$ 22195 02/23/22 750-5410-10-00-2153-ST Spiars Engineering, Inc.2 1,750.00$ 22195 02/23/22 750-5410-10-00-2153-ST Spiars Engineering, Inc.4 66,000.00$ 22195 02/23/22 750-5410-10-00-2153-ST Spiars Engineering, Inc.5 10,000.00$ 22195 02/23/22 750-5410-10-00-2153-ST Spiars Engineering, Inc.6 1,000.00$ 22195 02/23/22 750-5410-10-00-2153-ST Spiars Engineering, Inc.7 1,750.00$ 22195 02/23/22 750-5410-10-00-2153-ST Spiars Engineering, Inc.8 18,000.00$ 22195 02/23/22 750-5410-10-00-2153-ST Spiars Engineering, Inc.9 14,200.00$ 22195 02/23/22 750-5410-10-00-2153-ST Spiars Engineering, Inc.10 5,000.00$ 22195 02/23/22 750-5410-10-00-2153-ST Spiars Engineering, Inc.11 8,000.00$ 22195 02/23/22 750-5410-10-00-2153-ST Spiars Engineering, Inc.12 10,000.00$ 22196 02/23/22 750-5410-10-00-2143-ST Kimley-Horn and Associates 2 10,207.50$ 22196 02/23/22 750-5410-10-00-2143-ST Kimley-Horn and Associates 3 6,934.00$ 22196 02/23/22 750-5410-10-00-2143-ST Kimley-Horn and Associates 5 215,650.00$ 22196 02/23/22 750-5410-10-00-2143-ST Kimley-Horn and Associates 6 210,000.00$ 22196 02/23/22 750-5410-10-00-2143-ST Kimley-Horn and Associates 7 17,895.00$ 22196 02/23/22 750-5410-10-00-2143-ST Kimley-Horn and Associates 8 21,620.00$ 22196 02/23/22 750-5410-10-00-2143-ST Kimley-Horn and Associates 9 27,000.00$ 22196 02/23/22 750-5410-10-00-2143-ST Kimley-Horn and Associates 10 15,000.00$ 22196 02/23/22 750-5410-10-00-2143-ST Kimley-Horn and Associates 11 28,000.00$ 22196 02/23/22 750-5410-10-00-2143-ST Kimley-Horn and Associates 12 6,000.00$ 22197 02/23/22 100-5220-40-01 Office Depot, Inc.1-S1 20,752.00$ 22197 02/23/22 100-5220-98-01 Office Depot, Inc.1-S2 36,905.30$ 22198 03/03/22 200-5480-50-03 Fuquay, Inc.1 2,450.00$ 22198 03/03/22 200-5480-50-03 Fuquay, Inc.2 1,110.00$ 22198 03/03/22 200-5480-50-03 Fuquay, Inc.3 700.00$ 22198 03/03/22 200-5480-50-03 Fuquay, Inc.4 144.00$ 22198 03/03/22 200-5480-50-03 Fuquay, Inc.5 2,450.00$ 22198 03/03/22 200-5480-50-03 Fuquay, Inc.6 1,110.00$ 22198 03/03/22 200-5480-50-03 Fuquay, Inc.7 700.00$ 22198 03/03/22 200-5480-50-03 Fuquay, Inc.8 144.00$ Fire (CIP) 22201 03/18/22 750-5410-10-00-2111-FC Matador Engineering Inc.2 15,875.00$ 15,875.00$ 1,200.00$ 1,200.00$ 14,675.00$ Professional Construction Materials Engineering and Testing Services for Public Safety Complex Ph 2 (Central Fire and Fire Admin) Project in progress 22203 03/18/22 200-6140-50-03 Odessa Pumps 1 738.00$ 22203 03/18/22 200-6140-50-03 Odessa Pumps 2 9,000.00$ 22203 03/18/22 200-6140-50-03 Odessa Pumps 3 9.84$ 22203 03/18/22 200-6140-50-03 Odessa Pumps 4 26.46$ 22203 03/18/22 200-6140-50-03 Odessa Pumps 5 966.00$ 22203 03/18/22 200-6140-50-03 Odessa Pumps 6 24.60$ 22203 03/18/22 200-6140-50-03 Odessa Pumps 7 886.00$ 22203 03/18/22 200-6140-50-03 Odessa Pumps 8 56.12$ 22203 03/18/22 200-6140-50-03 Odessa Pumps 9 2,332.30$ 22203 03/18/22 200-6140-50-03 Odessa Pumps 10 984.00$ Public Works 15,248.32$ -$ 15,248.32$ Pump inspection and repair 57,657.30$ Engineering -$ 57,657.30$ Purchase and Installation of Furniture for 2nd Floor Engineering Reconfiguration Pending invoice Public Works 8,808.00$ -$ 8,808.00$ Cured In Place Pipe for pipeline rehabilitation services Project in progress Engineering (CIP)558,306.50$ -$ 558,306.50$ Professional Engineering Services for the Legacy Drive from Prairie Drive to Fishtrap Road Project 2143-ST Project in progress Fire (CIP) Police 4,000.00$ -$ 4,000.00$ Annual Fees for Brazos Crash Report Software Public Works 21,735.00$ -$ 21,735.00$ Engineering (CIP)740,905.99$ 27,811.87$ 713,094.12$ Professional Engineering Services for the Coleman Street Reconsuctrion and Widening Projects 2141-ST and 2142-ST Project in progress FY 23 receipts are reflecting on FY 22 PO balance. Engineering (CIP)135,700.00$ -$ 135,700.00$ Professional Engineering Services for the Teel Parkway Expansion (US 380 to Fishtrap Road) Project 2153-ST Project in progress Project in progress Line 9 was over-received in FY 2333,241.26$ 4,776.07$ 28,465.19$ Construction Materials Testing for the Public Safety Complex Ph 2 (Central Fire and Fire Admin) Ordinance 2022-80 Page 198 Item 23. 22203 03/18/22 200-6140-50-03 Odessa Pumps 11 200.00$ 22203 03/18/22 200-6140-50-03 Odessa Pumps 12 25.00$ 22204 03/18/22 100-6140-20-01 Motorola Solutions, Inc.1 602.25$ 22204 03/18/22 100-6140-20-01 Motorola Solutions, Inc.13 635.85$ 22204 03/18/22 100-6140-20-01 Motorola Solutions, Inc.14 1,316.25$ Police 22208 03/23/22 100-5214-20-01 Christopher Reeves dba 7 5,800.00$ 5,800.00$ -$ 5,800.00$ Purchase of rifles and related equipment Equipment backordered 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.1 7,124.07$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.2 361.35$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.3 144.54$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.4 240.90$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.5 240.90$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.6 1,084.05$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.7 302.22$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.8 2,890.80$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.9 173.01$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.11 361.35$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.12 1,241.73$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.13 1,570.23$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.15 102.93$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.16 722.70$ 22210 03/24/22 100-6160-20-01 Motorola Solutions, Inc.17 528.00$ 22217 03/28/22 100-5214-20-01 GT Distributors, Inc.1 639.07$ 22217 03/28/22 100-5214-20-01 GT Distributors, Inc.2 1,119.10$ 22217 03/28/22 100-5214-20-01 GT Distributors, Inc.3 129.58$ 22217 03/28/22 100-5214-20-01 GT Distributors, Inc.4 138.42$ 22217 03/28/22 100-5214-20-01 GT Distributors, Inc.5 427.03$ 22217 03/28/22 100-5214-20-01 GT Distributors, Inc.6 188.48$ 22217 03/28/22 100-5214-20-01 GT Distributors, Inc.7 7.07$ 22217 03/28/22 100-5214-20-01 GT Distributors, Inc.8 7.07$ 22217 03/28/22 100-5214-20-01 GT Distributors, Inc.9 748.04$ Engineering 22221 03/31/22 450-5410-98-01 Freese & Nichols 2 11,552.00$ 11,552.00$ -$ 11,552.00$ Professional Stormwater Inspection Services Project in progress 22222 03/31/22 640-5410-50-00-2152-WW Claymoore Engineering, Inc 2 5,400.00$ 5,400.00$ 22222 03/31/22 640-5410-50-00-2152-WW Claymoore Engineering, Inc 3 160,000.00$ 16,000.00$ 22222 03/31/22 640-5410-50-00-2152-WW Claymoore Engineering, Inc 4 6,500.00$ 22222 03/31/22 640-5410-50-00-2152-WW Claymoore Engineering, Inc 5 16,000.00$ 22222 03/31/22 640-5410-50-00-2152-WW Claymoore Engineering, Inc 6 64,000.00$ 25,600.00$ 22222 03/31/22 640-5410-50-00-2152-WW Claymoore Engineering, Inc 7 20,000.00$ 22222 03/31/22 640-5410-50-00-2152-WW Claymoore Engineering, Inc 8 14,000.00$ 22222 03/31/22 640-5410-50-00-2152-WW Claymoore Engineering, Inc 9 28,500.00$ 22226 04/01/22 750-5410-10-00-2122-PK Dunaway Associates, LP 3 59,469.50$ 2,500.00$ 22226 04/01/22 750-5410-10-00-2122-PK Dunaway Associates, LP 4 270,930.00$ 22226 04/01/22 750-5410-10-00-2122-PK Dunaway Associates, LP 5 551,530.00$ 22226 04/01/22 750-5410-10-00-2122-PK Dunaway Associates, LP 6 9,675.00$ 22226 04/01/22 750-5410-10-00-2122-PK Dunaway Associates, LP 7 29,020.00$ 22226 04/01/22 750-5410-10-00-2122-PK Dunaway Associates, LP 8 4,000.00$ 22226 04/01/22 750-5410-10-00-2122-PK Dunaway Associates, LP 9 9,861.80$ Engineering (CIP) 22228 04/01/22 750-5410-10-00-2012-ST JLL Valuation & Advisory 3 4,800.00$ 4,800.00$ -$ 4,800.00$ Valuation and Advisory Services for the property Parcel 2 W. Fistrap Rd (W First St) Project in progress Police 22231 04/04/22 100-6110-20-01-2214-FC Pogue Construction Co., LP 1 337,738.97$ 337,738.97$ -$ 337,738.97$ Construction Services for Police Station Covered Parking Project Project in progress 22234 04/06/22 100-5320-60-02 Child's Play, Inc.1 9,000.00$ 22234 04/06/22 100-5320-60-02 Child's Play, Inc.2 1,600.00$ Communications 22237 04/11/22 100-5410-10-06 Younger Associates 1 3,950.00$ 3,950.00$ -$ 3,950.00$ Develop a brand/logo 22238 04/14/22 750-6160-10-00-2202-EQ Prof Ambulance Sales & Serv 1 375,592.00$ 22238 04/14/22 750-6160-10-00-2202-EQ Prof Ambulance Sales & Serv 2 800.00$ Fire (CIP) 22240 04/18/22 750-5410-10-00-2109-FC Brown Reynolds Watford Arch.1 16,800.00$ 16,800.00$ -$ 16,800.00$ Furniture Selection Services for Central Fire and Administration The invoice should have been submitted last week. Once paid, it should be closed. Information Technology 22241 04/18/22 100-5330-10-05 ImageNet Consulting LLC 1 3,321.56$ 3,321.56$ -$ 3,321.56$ Blanket PO for copier lease All invoices have been processed for payment and all product received. PO should zero out after AP processing. Parks Admin 22243 04/20/22 100-6610-10-99 North Rock Construction, LLC 1 48,320.04$ 48,320.04$ -$ 48,320.04$ CSP No. 2022-31-B Construction of Town Hall Honor Wall Project in progress Non-Departmental General Fund 22247 05/03/22 100-5410-10-99 Blais & Associates, Inc.2 12,375.00$ 12,375.00$ 1,650.00$ 1,650.00$ 10,725.00$ Grant Funding Needs Analysis Public Works 22261 05/25/22 200-5660-50-03 Premier Magnesia LLC 1 101,635.45$ 101,635.45$ 10,299.85$ 10,299.85$ 91,335.60$ Blanket PO for Magnesium Hydroxide (Thioguard)Roll over per department FY 23 receipts are reflecting on FY 22 PO balance. Town Manager's Office 22263 05/25/22 200-5410-10-99 Raftelis Financial Consultants 1 6,531.27$ 6,531.27$ -$ 6,531.27$ Blanket PO for consulting services related to the NTMWD Customer Cities surcharge review Communications 22264 05/25/22 100-5480-10-99 Strategies 360 Inc 1 4,000.00$ 4,000.00$ -$ 4,000.00$ Needs Assessment of the Town's communication readiness 22269 05/26/22 200-5480-50-03 Burgess & Niple, Inc.1 6,500.00$ 22269 05/26/22 200-5480-50-03 Burgess & Niple, Inc.2 42,575.00$ 22269 5/26/2022 200-5480-50-03 Burgess & Niple, Inc.3 2,327.65$ Human Resources 22273 06/06/22 730-5410-10-00 Gabriel Roeder Smith & Company 1 9,450.00$ 9,450.00$ -$ 9,450.00$ OPEB Valuation for 3 Potential Retiree Healthcare Plan Designs 22276 06/08/22 100-5419-10-05 MCCI, LLC 2 525.00$ 22276 06/08/22 100-5419-10-05 MCCI, LLC 3 2,475.00$ 22276 06/08/22 100-5419-10-05 MCCI, LLC 4 4,500.00$ 22282 06/13/22 750-6110-10-00-2124-EQ Jimmie Howell 1 7,000.00$ 22282 06/13/22 750-6110-10-00-2124-EQ Jimmie Howell 2 10,000.00$ Information Technology 7,500.00$ -$ 7,500.00$ EnerGov/Laserfiche Integration Vendor made a mistake in quote and installation was delayed as a result Police 17,000.00$ -$ 17,000.00$ Consulting Services for RFP Development for PD Car Camera and BWC System 10,600.00$ Shade canopy replaces shades for Windmill Park Increased PO 10/17 51,402.65$ -$ 51,402.65$ Smoke Testing Engineering (CIP)314,400.00$ 47,000.00$ 267,400.00$ Professional Engineering Services Agreement for the Upper Doe Branch WW Line Project Project in progress FY 23 receipts are reflecting on FY 22 PO balance. Fire (CIP)376,392.00$ -$ 376,392.00$ Purchase of Ambulance Pending receipt Parks Admin 934,486.30$ 2,500.00$ 931,986.30$ Professional Design Services for the First & Coit Community Park Phase I Project 2122-PK Project in progress Park Operations 10,600.00$ -$ Police 17,088.78$ -$ 17,088.78$ Purchase of PPD APX6500 communications equipment and services Pending invoice Police 3,403.86$ -$ 3,403.86$ Purchase of tactical gear Equipment backordered Police 2,554.35$ Purchase of PD APX6000 communications equipment and services Items backordered due to supply shortage-$ 2,554.35$ Public Works Ordinance 2022-80 Page 199 Item 23. Engineering (CIP) 22284 06/16/22 760-6610-10-00-2003-DR ROESCHCO CONSTRUCTION, LLC 1 148,379.00$ 148,379.00$ -$ 148,379.00$ CSP No. 2022-41-B Frontier Park Drainage Channel Improvements Project in progress Public Works 22286 06/17/22 100-5326-50-01 Groves Electrical Service, Inc 1 19,150.00$ 19,150.00$ -$ 19,150.00$ Install new pole Public Works 22287 06/17/22 100-5321-50-01 Consolidated Traffic Controls 4 1,950.00$ 1,950.00$ -$ 1,950.00$ Purchase of traffic control equipment 22296 06/21/22 100-5630-30-01 NAFECO 1-S1 1,712.26$ 22296 06/21/22 100-5630-30-05 NAFECO 1-S2 1,712.26$ 22296 06/21/22 100-5630-30-01 NAFECO 2-S1 1,171.06$ 22296 06/21/22 100-5630-30-05 NAFECO 2-S2 1,171.06$ 22296 06/21/22 100-5630-30-01 NAFECO 3-S1 494.25$ 22296 06/21/22 100-5630-30-05 NAFECO 3-S2 494.25$ 22296 06/21/22 100-5630-30-01 NAFECO 4-S1 464.25$ 22296 06/21/22 100-5630-30-05 NAFECO 4-S2 464.25$ 22296 06/21/22 100-5630-30-01 NAFECO 5-S1 139.40$ 22296 06/21/22 100-5630-30-05 NAFECO 5-S2 139.40$ 22296 06/21/22 100-5630-30-01 NAFECO 6-S1 338.75$ 22296 06/21/22 100-5630-30-05 NAFECO 6-S2 338.75$ 22296 06/21/22 100-5630-30-01 NAFECO 7-S1 25.00$ 22296 06/21/22 100-5630-30-05 NAFECO 7-S2 25.00$ Engineering (CIP) 22298 06/23/22 760-6610-10-00-1501-WA Archer Western Construction 1 15,935,323.00$ 15,935,323.00$ -$ 15,935,323.00$ Bid No. 2022-05-B Lower Pressure Plane Pump Station Project in progress Human Resources 22300 06/23/22 100-5220-10-04 ODP Business Solutions 1 9,353.43$ 9,353.43$ -$ 9,353.43$ Purchase and installation of furniture Fire (CIP) 22302 06/24/22 750-6610-10-00-2113-FC Fit Supply, LLC 1 42,652.43$ 42,652.43$ -$ 42,652.43$ Purchase and Installation of Fitness Equipment Project in progress Fire (CIP) 22303 06/24/22 750-6610-10-00-2113-FC Mobile Communications America 1 32,400.00$ 32,400.00$ -$ 32,400.00$ Purchase of all0-band antenna kits Project in progress 22304 06/24/22 200-5545-50-02 Core & Main LP 1 18,625.00$ 18,625.00$ 22304 06/24/22 200-5545-50-02 Core & Main LP 2 5,500.00$ 22308 06/27/22 750-6610-10-00-2113-FC Motorola Solutions, Inc.1 65,746.98$ 22308 06/27/22 750-6610-10-00-2113-FC Motorola Solutions, Inc.2 969.40$ 635.85$ Parks Admin (CIP) 22309 06/28/22 750-6610-10-00-2108-PK North Rock Construction, LLC 1 677,950.28$ 677,950.28$ -$ 677,950.28$ CSP No. 2022-40-B Tanner's Mill Park Project Project in progress Fire (CIP) 22310 06/28/22 750-6610-10-00-2113-FC August Industries, Inc.1 72,813.50$ 72,813.50$ -$ 72,813.50$ Purchase and installation of BAUER compressor Project in progress 22312 06/28/22 750-6160-10-00-2105-EQ Motorola Solutions, Inc.1-S1 36,160.56$ 22312 06/28/22 750-6160-10-00-2106-EQ Motorola Solutions, Inc.1-S2 28,549.98$ 22312 06/28/22 750-6160-10-00-2201-EQ Motorola Solutions, Inc.1-S3 36,160.56$ 22312 06/28/22 750-6160-10-00-2202-EQ Motorola Solutions, Inc.1-S4 28,549.98$ 22315 06/28/22 670-5208-10-00 Adaptive Micro Systems, LLC 1 19,390.00$ 22315 06/28/22 670-5208-10-00 Adaptive Micro Systems, LLC 2 595.00$ 22318 06/30/22 450-6110-98-02 DDM Construction Corporation 1-S1 128,000.00$ 22318 06/30/22 100-5485-50-01 DDM Construction Corporation 1-S2 658,170.00$ Public Works 22319 06/30/22 410-6140-50-03 Interstate Trailers, Inc 1 20,782.40$ 20,782.40$ -$ 20,782.40$ Approved VERF Replacement of Gooseneck Trailer Parks Admin 22321 06/30/22 100-5410-60-01 Teague Nall and Perkins Inc 1 24,900.00$ 24,900.00$ -$ 24,900.00$ Professional Engineering Services for the Downtown Pond Park Master Plan Project Project in progress Fire 22322 06/30/22 100-5930-30-01 Greg W. Cox, Inc.1 6,393.00$ 6,393.00$ -$ 6,393.00$ Repair Fire Station 2 outdoor storage Insurance claim, repair pending (expected this month) Fire (CIP) 22325 07/01/22 750-5410-10-00-2137-FC Pogue Construction Co., LP 1 15,000.00$ 15,000.00$ -$ 15,000.00$ Preconstruction Services for Fire Station No. 4 Project in progress Public Works 22326 07/01/22 200-5670-50-03 Fuquay, Inc.1 80,629.00$ 80,629.00$ -$ 80,629.00$ Cured In Place Pipe for pipeline rehabilitation services 22333 07/08/22 750-6610-10-00-2113-FC Alliance Distribution Holdings 1 14,304.20$ 22333 07/08/22 750-6610-10-00-2113-FC Alliance Distribution Holdings 2 1,050.00$ 22334 07/14/22 200-6110-50-02 Prime Controls, LP 1 4,500.00$ 22334 07/14/22 200-6110-50-02 Prime Controls, LP 2 6,250.00$ 22336 07/15/22 100-5214-20-01 GT Distributors, Inc.3 282.66$ 22336 07/15/22 100-5214-20-01 GT Distributors, Inc.4 382.62$ 22336 07/15/22 100-5214-20-01 GT Distributors, Inc.5 30.98$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.1-S1 1,004.44$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.1-S2 1,004.44$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.2-S1 1,004.44$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.2-S2 1,004.44$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.3-S1 1,004.44$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.3-S2 1,004.44$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.4-S1 753.33$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.4-S2 753.33$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.5-S1 2,247.77$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.5-S2 2,247.77$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.6-S1 1,926.66$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.6-S2 1,926.66$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.7-S1 1,410.56$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.7-S2 1,410.56$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.8-S1 923.66$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.8-S2 923.66$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.9-S1 325.89$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.9-S2 325.89$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.10-S1 217.26$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.10-S2 217.26$ 22338 07/15/22 750-6160-10-00-2201-EQ Casco Industries, Inc.11-S1 901.84$ 22338 07/15/22 750-6160-10-00-2105-EQ Casco Industries, Inc.11-S2 901.84$ 22343 07/20/22 100-5220-40-03 SHI-Government Solutions 1 2,072.62$ 22343 07/20/22 100-5220-40-03 SHI-Government Solutions 2 74.29$ 22343 07/20/22 100-5220-40-03 SHI-Government Solutions 3 2,406.00$ 22343 07/20/22 100-5220-40-03 SHI-Government Solutions 4 138.05$ 22343 07/20/22 100-5220-40-03 SHI-Government Solutions 5 230.21$ Fire (CIP)-$ 23,440.58$ Purchase of fire hoses and nozzles Project in progress Information Technology 4,921.17$ -$ 4,921.17$ Purchase of conference system and related equipment Supply chain delays. 23,440.58$ 696.26$ Police -$ Purchase of tactical gear -$ 10,750.00$ Fire (CIP)15,354.20$ -$ 15,354.20$ Purchase and installation of Washer/Extractor Project in progress Public Works Purchase and configuration of spare PLC and freewave radios Police Purchase of two radar speed trailers19,985.00$ -$ 19,985.00$ Public Works CSP No. 2022-38-B Highpoint Dr from Hays Rd to Betts Dr786,170.00$ -$ 786,170.00$ Fire (CIP)Purchase of communications equipment for new Central Fire Station Project in progress FY 23 receipts are reflecting on FY 22 PO balance.66,716.38$ 635.85$ 66,080.53$ Fire (CIP)129,421.08$ -$ 129,421.08$ Purchase of communications equipment for new fire engine Project in progress Fire Purchase of protecitve gear Items backordered8,689.94$ -$ 8,689.94$ Public Works 24,125.00$ 18,625.00$ 5,500.00$ Purchase of meters FY 23 receipts are reflecting on FY 22 PO balance. 10,750.00$ Ordinance 2022-80 Page 200 Item 23. Public Works 22353 07/29/22 100-5480-50-01 IMS Infrastructure Mgmt Svs LP 1 67,843.00$ 67,843.00$ -$ 67,843.00$ Professional Services for Pavement Data Collection Fire (CIP) 22355 08/01/22 750-6610-10-00-2113-FC Ford Audio-Visual Systems Inc 1 61,311.00$ 61,311.00$ -$ 61,311.00$ Purchase of custom conference and emergency operations center table Engineering (CIP) 22356 08/01/22 750-5410-10-00-1512-ST McCarthy Right of Way Partners 1 126,030.00$ 126,030.00$ -$ 126,030.00$ Personal Services for the First Street (DNT - Coleman) Project (1512-ST) Project in progress 22359 08/05/22 100-5480-10-06 CivicPlus, LLC 1 19,702.00$ 22359 08/05/22 100-5480-10-06 CivicPlus, LLC 2 14,500.00$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 1 47,039.33$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 2 127,850.00$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 3 7,750.00$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 4 16,900.00$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 5 31,550.00$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 6 8,850.00$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 7 23,300.00$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 8 81,400.00$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 9 12,000.00$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 10 28,250.00$ 22362 08/09/22 760-5410-10-00-2114-WA Freese & Nichols 11 13,350.00$ Parks Recreation 22366 08/18/22 100-1390-00-00 In Depth Events, Inc.1 6,601.00$ 6,601.00$ 6,601.00$ 6,601.00$ -$ Rental and setup of stage, lighting, sound and shared back line for performers for the Celebrate Prosper in the Park event Charged to pre-paid account. Roll over to FY 23. Event took place on October 8, 2022 Item received FY 23 - roll to pay invoice 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 1 287.50$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 2 142.50$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 3 200.00$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 4 200.00$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 5 125.00$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 6 172.50$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 7 97.50$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 8 487.50$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 9 240.00$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 10 70.00$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 11 600.00$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 12 62.50$ 22367 08/18/22 100-1390-00-00 Bounce N More, LLC 13 3.13$ 22368 08/18/22 200-5351-50-03 Kinloch Equipment & Supply 1 240.00$ 22368 08/18/22 200-5351-50-03 Kinloch Equipment & Supply 2 26.65$ 22368 08/18/22 200-5351-50-03 Kinloch Equipment & Supply 6 89.81$ 22368 08/18/22 200-5351-50-03 Kinloch Equipment & Supply 7 50.40$ 22368 08/18/22 200-5351-50-03 Kinloch Equipment & Supply 8 325.00$ 22369 08/18/22 750-5410-10-00-2014-ST Lowery Property Advisors, LLC 4 6,000.00$ 22369 08/18/22 750-5410-10-00-2014-ST Lowery Property Advisors, LLC 5 6,000.00$ 22369 08/18/22 750-5410-10-00-2014-ST Lowery Property Advisors, LLC 6 6,000.00$ Engineering (CIP) 22370 08/18/22 750-5410-10-00-1512-ST Lowery Property Advisors, LLC 1 70,000.00$ 70,000.00$ -$ 70,000.00$ Professional Services Agreement for Appraisal Reports for the First Street (DNT - Coleman) Project (1512-ST) Project in progress 22372 08/19/22 750-6160-10-00-2201-EQ Texoma Fire Equipment 1-S1 175.00$ 22372 08/19/22 750-6160-10-00-2105-EQ Texoma Fire Equipment 1-S2 175.00$ 22372 08/19/22 750-6160-10-00-2201-EQ Texoma Fire Equipment 2-S1 279.00$ 22372 08/19/22 750-6160-10-00-2105-EQ Texoma Fire Equipment 2-S2 279.00$ 22372 08/19/22 750-6160-10-00-2201-EQ Texoma Fire Equipment 3-S1 350.00$ 22372 08/19/22 750-6160-10-00-2105-EQ Texoma Fire Equipment 3-S2 350.00$ 22374 08/19/22 750-6160-10-00-2201-EQ Advanced Rescue Systems 1-S1 4,680.00$ 22374 08/19/22 750-6160-10-00-2105-EQ Advanced Rescue Systems 1-S2 4,680.00$ 22374 08/19/22 750-6160-10-00-2201-EQ Advanced Rescue Systems 2-S1 185.00$ 22374 08/19/22 750-6160-10-00-2105-EQ Advanced Rescue Systems 2-S2 185.00$ Fire (CIP) 22378 08/23/22 750-6160-10-00-2201-EQ NAFECO 1 6,622.75$ 6,622.75$ -$ 6,622.75$ Purchase of Thermal Imaging Camera for E4 Project in progress Public Works 22383 08/30/22 200-5545-50-02 Meter Readings Holding, LLC 1 49,708.75$ 49,708.75$ -$ 49,708.75$ Purchase of MTUs 22384 08/31/22 200-5410-50-02 Freese & Nichols 1-S1 59,832.39$ 22384 08/31/22 100-5410-50-01 Freese & Nichols 1-S2 40,000.00$ 22388 09/07/22 100-5480-50-01 Wopac Construction, Inc.1 12,122.00$ 12,122.00$ 22388 09/07/22 100-5480-50-01 Wopac Construction, Inc.2 35,530.00$ 35,530.00$ 22388 09/07/22 100-5480-50-01 Wopac Construction, Inc.3 560.00$ 560.00$ 22388 09/07/22 100-5480-50-01 Wopac Construction, Inc.4 600.00$ 600.00$ 22388 09/07/22 100-5480-50-01 Wopac Construction, Inc.5 24.00$ 24.00$ 22388 09/07/22 100-5480-50-01 Wopac Construction, Inc.6 2,256.00$ 2,256.00$ 22388 09/07/22 100-5480-50-01 Wopac Construction, Inc.7 21,600.00$ 21,600.00$ 22389 09/09/22 750-6610-10-00-2149-PK American Landscape Systems 1 141,469.60$ 22389 09/09/22 750-6610-10-00-2148-PK American Landscape Systems 2 423,469.15$ Planning 22390 09/19/22 100-5410-40-03 Freese & Nichols 1 34,000.00$ 22390 09/19/22 100-5410-40-03 Freese & Nichols 2 7,500.00$ 22390 09/19/22 100-5410-40-03 Freese & Nichols 3 3,000.00$ 22390 09/19/22 100-5410-40-03 Freese & Nichols 4 15,000.00$ 22390 09/19/22 100-5410-40-03 Freese & Nichols 5 5,000.00$ 22390 09/19/22 100-5410-40-03 Freese & Nichols 6 500.00$ 22390 09/19/22 100-5410-40-03 Freese & Nichols 7 10,000.00$ 22390 09/19/22 100-5410-40-03 Freese & Nichols 8 25,000.00$ 22390 09/19/22 100-5410-40-03 Freese & Nichols 9 3,000.00$ 22390 09/19/23 100-5410-40-04 Freese & Nichols 10 5,500.00$ Parks Admin 22393 09/21/22 620-6610-60-00-2015-PK Ratliff Hardscape, Ltd 1 798,970.50$ 798,970.50$ -$ 798,970.50$ CSP No. 2022-54-B Pecan Grove Park Phase II Project in progress Miscellaneous concrete replacement services FY 23 receipts are reflecting on FY 22 PO balance; Item received FY 23 - roll to pay invoice -$ 564,938.75$ CSP No. 2022-44-B Coleman and Prosper Trail Median Landscaping Project in progress 9,730.00$ 99,832.39$ 72,692.00$ -$ 99,832.39$ Professional Engineering Services for the Public Works and Parks and Recreation Master Plan Project 564,938.75$ -$ -$ 108,500.00$ Professional Services for 2023 Comprehensive Plan Update Project Engineering (CIP)18,000.00$ Public Works Public Works Engineering (CIP) 72,692.00$ -$ 9,730.00$ Purchase of Blowhard Fan Public Works 731.86$ -$ 731.86$ Repair pump 108,500.00$ Project in progress -$ 18,000.00$ Professional Services Agreement for witness testimony for condemnation hearings Project in progress Fire (CIP)1,608.00$ -$ 1,608.00$ Purchase of fire extinguishers Project in progress Fire (CIP) Engineering (CIP)398,239.33$ -$ 398,239.33$ Professional Engineering Services for the FM 1461 12-Inch Water Line Relocation Project (2114-WA) Project in progress Parks Recreation 2,688.13$ Rental of inflatables and related equipment for the Celebrate Prosper in the Park event Charged to pre-paid account. Roll over to FY 23. Event took place on October 8, 2022 FY 23 receipts are reflecting on FY 22 PO balance. Communications 34,202.00$ -$ 34,202.00$ CSP No. 2022-01-A Website Design and Implementation Project in progress Increased PO 10/21 Ordinance 2022-80 Page 201 Item 23. 22396 09/22/22 100-5410-98-01 Kimley-Horn and Associates 1 15,000.00$ 22396 09/22/22 100-5410-98-01 Kimley-Horn and Associates 2 2,800.00$ 22396 09/22/22 100-5410-98-01 Kimley-Horn and Associates 3 88,700.00$ 22396 09/22/22 100-5410-98-01 Kimley-Horn and Associates 4 29,800.00$ 22396 09/22/22 100-5410-98-01 Kimley-Horn and Associates 5 4,300.00$ 22396 09/22/22 100-5410-98-01 Kimley-Horn and Associates 6 9,400.00$ 22397 09/22/22 100-5220-10-04 CDW Government LLC 1 1,794.68$ 22397 09/22/22 100-5220-10-04 CDW Government LLC 2 1,187.76$ 22397 09/22/22 100-5220-10-04 CDW Government LLC 3 936.63$ 22397 09/22/22 100-5220-10-04 CDW Government LLC 4 59.68$ Engineering (CIP) 22398 09/22/22 750-6610-10-00-2014-ST Mario Sinacola & Sons Excavati 1 22,412,429.35$ 22,412,429.35$ -$ 22,412,429.35$ CSP No. 2022-48-B First Street (Coit to Custer) 4-Lanes (2014-ST) Project in progress 22399 09/22/22 750-6610-10-00-2011-ST McMahon Contracting LP 1 4,169,579.20$ 22399 09/22/22 750-6610-10-00-2010-ST McMahon Contracting LP 2 6,025,000.00$ Engineering (CIP) 22400 09/22/22 750-6610-10-00-2012-ST Mario Sinacola & Sons Excavati 1 26,811,506.99$ 26,811,506.99$ -$ 26,811,506.99$ CSP No. 2022-51-B Fishtrap (Elem - DNT) - 4 Lanes (2012- ST) Project in progress 22401 09/22/22 100-5220-10-05 CDW Government LLC 1,955.99$ 22401 09/22/22 100-5220-10-05 CDW Government LLC 791.84$ 22401 09/22/22 100-5220-10-05 CDW Government LLC 59.68$ 22404 09/23/22 100-5220-10-03 CDW Government LLC 1 1,794.68$ 22404 09/23/22 100-5220-10-03 CDW Government LLC 2 791.84$ 22404 09/23/22 100-5220-10-03 CDW Government LLC 3 624.42$ 22404 09/23/22 100-5220-10-03 CDW Government LLC 4 59.68$ 22405 09/23/22 100-5480-98-01 CDW Government LLC 1 1,561.05$ 22405 09/23/22 100-5480-98-01 CDW Government LLC 2 15,409.80$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 1 185.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 2 120.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 3 90.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 4 615.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 5 500.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 6 345.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 7 282.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 8 1,000.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 9 2,880.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 10 450.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 11 460.00$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 12 466.25$ 22406 09/23/22 100-5410-50-01 D&S Engineering Labs 14 165.00$ Fire (CIP) 22408 09/28/22 750-6610-10-00-2113-FC CDW Government LLC 1 23,642.30$ 23,642.30$ -$ 23,642.30$ Purchase of computer equipment Project in progress Supply chain delays. Public Works 7,558.25$ -$ 7,558.25$ Observation and Testing Services for Highpoint Drive Information Technology Information Technology 3,270.62$ 16,970.85$ -$ 16,970.85$ Computer equipment for Engineering 10,194,579.20$ CSP No. 2022-50-B Fishtrap (Teel - Gee Road) & Gee Road (Fishtrap - Windsong Retail) (2010-ST & 2011-ST) Project in progressEngineering (CIP) -$ -$ Engineering Information Technology -$ 3,978.75$ Computer equipment for HR 150,000.00$ 150,000.00$ Professional Engineering Services for the ADA Transition Plan Project (2215-ST) Project in progress -$ 3,270.62$ Computer equipment for Finance Supply chain delays. 10,194,579.20$ 3,978.75$ Supply chain delays. Information Technology 2,807.51$ -$ 2,807.51$ Computer equipment Supply chain delays. Ordinance 2022-80 Page 202 Item 23. 100-1390-00-00 11,977.25$ 100-5214-20-01 10,808.12$ 100-5215-20-01 54,327.20$ 100-5220-10-03 3,270.62$ 100-5220-10-04 13,332.18$ 100-5220-10-05 2,807.51$ 100-5220-40-01 20,752.00$ 100-5220-40-03 4,921.17$ 100-5220-98-01 36,905.30$ 100-5320-60-02 10,600.00$ 100-5321-50-01 21,100.00$ 100-5330-10-05 3,321.56$ 100-5400-20-01 6,841.89$ 100-5410-10-03 10,800.00$ 100-5410-10-06 3,950.00$ 100-5410-10-99 28,857.77$ 100-5410-40-01 1,280.00$ 100-5410-40-03 103,000.00$ 100-5410-40-04 5,500.00$ 100-5410-50-01 47,065.25$ 100-5410-60-01 38,650.00$ 100-5410-98-01 158,503.37$ 100-5410-98-01-1831-ST 787.07$ 100-5410-98-01-1832-ST 80.42$ 100-5414-10-03 9,469.78$ 100-5418-10-05 47,108.33$ 100-5418-20-01 4,000.00$ 100-5418-40-01 124,146.58$ 100-5419-10-05 7,500.00$ 100-5480-10-06 34,202.00$ 100-5480-10-99 4,000.00$ 100-5480-50-01 140,535.00$ 100-5480-98-01 16,970.85$ 100-5485-50-01 375,435.75$ 100-5630-30-01 4,344.97$ 100-5630-30-05 4,344.97$ 100-5930-30-01 6,393.00$ 100-6110-20-01-2214-FC 337,738.97$ 100-6125-10-05 9,689.00$ 100-6140-20-01 19,643.13$ 100-6610-10-99 49,320.04$ OPERATING ACCOUNTS Ordinance 2022-80 Page 203 Item 23. TOTAL GENERAL 1,794,281.05$ 200-5351-50-03 731.86$ 200-5410-10-99 6,531.27$ 200-5410-50-02 61,527.39$ 200-5480-50-03 57,883.00$ 200-5545-50-02 95,568.75$ 200-5620-50-02 2,450.00$ 200-5660-50-03 101,635.45$ 200-5670-50-03 80,629.00$ 200-6110-50-02 10,750.00$ 200-6140-50-03 15,248.32$ 200-7000-10-99 18,000.00$ TOTAL WATER/SEWER 450,955.04$ 410-5220-20-01 21,914.09$ 410-5220-30-01 21,914.09$ 410-5350-20-01 800.00$ 410-6140-50-02 24,610.33$ 410-6140-50-03 20,782.40$ TOTAL VERF 90,020.91$ 450-5410-98-01 11,552.00$ 450-5410-98-02-2003-DR 10,851.08$ 450-6110-98-02 60,303.00$ TOTAL STORM DRAINAGE UTILITY 82,706.08$ 800-5410-65-00 1,530.00$ TOTAL EDC 1,530.00$ TOTAL OPERATING ACCOUNTS 2,419,493.08$ 620-6610-60-00-2015-PK 798,970.50$ TOTAL PARK IMPROVEMENT FEES 798,970.50$ 630-5410-50-00-2151-WA 85,041.96$ TOTAL WATER IMPACT FEES 85,041.96$ 640-5410-50-00-2152-WW 314,400.00$ TOTAL WASTEWATER IMPACT FEES 314,400.00$ 660-6610-50-00-1710-ST 364,754.50$ TOTAL E THOROUGHFARE IMPACT FEES 364,754.50$ 670-5208-10-00 19,985.00$ TOTAL SPECIAL REVENUE 19,985.00$ 680-5410-50-00-2013-ST 1,000.00$ TOTAL W THOROUGHFARE IMPACT FEES 1,000.00$ 730-5410-10-00 9,450.00$ TOTAL HEALTH TRUST 9,450.00$ MULTI-YEAR ACCOUNTS Ordinance 2022-80 Page 204 Item 23. 750-5410-10-00-1512-ST 584,883.31$ 750-5410-10-00-1923-ST 5,000.00$ 750-5410-10-00-1929-ST 4,950.00$ 750-5410-10-00-2012-ST 64,700.00$ 750-5410-10-00-2014-ST 53,540.00$ 750-5410-10-00-2015-PK 4,948.64$ 750-5410-10-00-2108-PK 10,700.80$ 750-5410-10-00-2109-FC 204,770.43$ 750-5410-10-00-2111-FC 49,116.26$ 750-5410-10-00-2122-PK 934,486.30$ 750-5410-10-00-2137-FC 285,616.12$ 750-5410-10-00-2140-ST 148,005.00$ 750-5410-10-00-2141-ST 740,905.99$ 750-5410-10-00-2143-ST 558,306.50$ 750-5410-10-00-2148-PK 8,889.00$ 750-5410-10-00-2149-PK 5,011.00$ 750-5410-10-00-2153-ST 135,700.00$ 750-6110-10-00-2124-EQ 17,000.00$ 750-6110-10-00-2131-FC 300.00$ 750-6160-10-00-2105-EQ 60,364.44$ 750-6160-10-00-2106-EQ 29,749.84$ 750-6160-10-00-2129-EQ 27,035.00$ 750-6160-10-00-2201-EQ 60,172.60$ 750-6160-10-00-2202-EQ 406,141.84$ 750-6610-10-00-2010-ST 6,025,000.00$ 750-6610-10-00-2011-ST 4,169,579.20$ 750-6610-10-00-2012-ST 26,811,506.99$ 750-6610-10-00-2014-ST 22,412,429.35$ 750-6610-10-00-2108-PK 861,903.91$ 750-6610-10-00-2112-FC 8,903,441.34$ 750-6610-10-00-2113-FC 366,370.01$ 750-6610-10-00-2148-PK 423,469.15$ 750-6610-10-00-2149-PK 141,469.60$ TOTAL CAPITAL PROJECTS 74,515,462.62$ 760-5410-10-00-2024-DR 17,113.50$ 760-5410-10-00-2114-WA 47,039.33$ 760-5410-10-00-2114-WA 127,850.00$ 760-5410-10-00-2114-WA 7,750.00$ 760-5410-10-00-2114-WA 16,900.00$ 760-5410-10-00-2114-WA 31,550.00$ 760-5410-10-00-2114-WA 8,850.00$ 760-5410-10-00-2114-WA 23,300.00$ Ordinance 2022-80 Page 205 Item 23. 760-5410-10-00-2114-WA 81,400.00$ 760-5410-10-00-2114-WA 12,000.00$ 760-5410-10-00-2114-WA 28,250.00$ 760-5410-10-00-2114-WA 13,350.00$ 760-6610-10-00-1501-WA 34,726.92$ 760-6610-10-00-1501-WA 10,529.52$ 760-6610-10-00-1501-WA 155,887.91$ 760-6610-10-00-1501-WA 9,471.65$ 760-6610-10-00-1501-WA 32,343.81$ 760-6610-10-00-1501-WA 19,966.21$ 760-6610-10-00-1501-WA 6,603.58$ 760-6610-10-00-1501-WA 15,935,323.00$ 760-6610-10-00-1902-WA 825.85$ 760-6610-10-00-2003-DR 148,379.00$ TOTAL CAPITAL PROJECTS - WATER/SEWER 16,769,410.28$ TOTAL MULTI-YEAR ACCOUNTS 92,878,474.86$ GRAND TOTAL 95,297,967.94$ Ordinance 2022-80 Page 206 Item 23. Page 1 of 2 To: Mayor and Town Council From: Leigh Johnson, Director of Information Technology Through: Ron K. Patterson, Interim Town Manager Bob Scott, Executive Director of Administrative Services Re: ERP CSP and Contract Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon awarding CSP 2022-53-A to Tyler Technologies, Inc. for an Enterprise Resource Planning (ERP) System Solution for the Town of Prosper; and authorize the Interim Town Manager to execute documents for same. Description of Agenda Item: The Town issued CSP 2022-53-A to determine a replacement for our existing expiring STW accounting & Utility Billing systems, Human Resources systems, and the Municipal Court management system. The Town received two (2) responses by the due date and time. The evaluation committee was comprised of staff members from Finance, IT, HR, Utility Billing, Courts, and the ERP selection consultant. After completion of the evaluation process, staff recommends awarding the contract to Tyler Technologies, Inc. for a Software as a Solution (SaaS) “cloud- based” ERP solution, including turn-key implementation services, as the best value that has long- term growth capacity and features capability. Through extensive negotiations and cooperation with Tyler, the Town was able to get favorable pricing and terms, including the following:  15% discount off the current list price for SaaS fees of all models.  10-year agreement freezing any increase in SaaS fees to $0 for first five (5) years, capping any increase at 4% for years 6-8, 5% for years 9 & 10, protecting the Town from potential recession and inflation impacts for the duration of the contract.  Payment terms based around systems as delivered and services as provided with percent retainage after go-live ensuring quality delivery and completion.  Recoup costs from replacing other current systems/software annual licensing and support fees that will offset our investment and ongoing costs for ERP.  Integration with the existing implementation of Tyler’s EnerGov - Enterprise Permitting and Licensing software modules for the Development & Infrastructure Services Department  Leveraging existing Tyler Payments agreement used for EnerGov to centralize to one payment vendor solution replacing several current disparate processors, slightly reducing the convenience fee passed on to customers. Prosper is a place where everyone matters. INFORMATION TECHNOLOGY Page 207 Item 24. Page 2 of 2 Budget Impact: The total cost of the project over the 10-year term is $5,754,481.00 (see table below). Tyler’s agreement amount over this 10-year term is $5,350,237.00. This is a budgeted item and will be funded from the General Fund. Subsequent annual expenditures will be needed and subject to appropriations granted in future fiscal years. Annual Estimates for ERP/Court System Implementation FY 2022-23 FY 2023-24 FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 FY 2028-29 FY 2029-30 FY 2030-31 FY 2031-32 Finance Module $887,808 $483,565 $317,520 $229,868 $229,868 $238,454 $247,992 $257,912 $270,808 $284,348 HR/Payroll Module $6,926 $417,866 $181,968 $27,705 $27,705 $28,813 $29,966 $31,164 $32,723 $34,359 Utility Billing Module $9,366 $274,675 $116,656 $37,464 $37,464 $38,963 $40,521 $42,142 $44,249 $46,461 Court Management System $12,959 $111,786 $51,835 $51,835 $51,835 $53,908 $56,065 $58,307 $61,223 $64,284 Project Contingency (10%) $84,429 $112,573 $28,143 $0 $0 $0 $0 $0 $0 $0 TOTAL YEARLY $1,001,488 $1,400,465 $696,122 $346,872 $346,872 $360,138 $374,544 $389,526 $409,002 $429,452 TOTAL 5 YEAR $3,791,819 TOTAL 10 YEAR $5,754,481 Project contingency funds will only be allocated and used when hardware or system costs that have not been selected or identified until the project plan is developed during the first phase of implementation but are determined necessary to the desired full scope and functioning of the systems, are later selected and implemented. The funds may also be applied to installation and deployment services of additional hardware, or for any optional items listed that are later identified as needed, and for any system change orders for the implementation or data conversion that require additional services and expenses beyond the initial estimated budget. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P. has approved the Agreement as to form and legality. Attached Documents: 1. Tyler Technologies, Inc. Software as a Service Agreement Town Staff Recommendation: Town staff recommends awarding CSP 2022-53-A to Tyler Technologies, Inc. for an Enterprise Resource Planning (ERP) System Solution for the Town of Prosper; and authorize the Interim Town Manager to execute documents for same. Proposed Motion: I move to approve awarding CSP 2022-53-A to Tyler Technologies, Inc. for an Enterprise Resource Planning (ERP) System Solution for the Town of Prosper; and authorize the Interim Town Manager to execute documents for same. Page 208 Item 24. 1 SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A – DEFINITIONS • “Agreement” means this Software as a Service Agreement. • “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. • “Client” means Town of Prosper, Texas. • “Data” means your data, documents, and files; whether input or stored which are necessary to utilize the Tyler Software. • “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the Investment Summary. • “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation. • “Defined Users” means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A contains Enterprise Permitting & Licensing labeled software, defined users mean the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules as indicated in the Investment Summary. • “Developer” means a third party who owns the intellectual property rights to Third Party Software. • “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement. • “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • “Investment Summary” means the agreed upon cost proposal for the products and services Page 209 Item 24. 2 attached as Exhibit A. • “Invoicing and Payment Policy” means the agreed-upon invoicing and payment policy. attached as Exhibit B. • “Order Form” means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto. • Recovery Point Objective (RPO): RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. • Recovery Time Objective (RTO): RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored. • “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary. • “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. • “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C. • “Statement of Work” means the agreed-upon implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E. • “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. • “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary. • “Third Party Products” means the Third Party Software and Third Party Hardware. • “Third Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary. • “Third Party Services” means the third party services, if any, identified in the Investment Summary. • “Third Party Software” means the third party software, if any, identified in the Investment Summary. • “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties’ products or services, as applicable, and attached or indicated at Exhibit D. • “Tyler” means Tyler Technologies, Inc., a Delaware corporation. • “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. • “we”, “us”, “our” and similar terms mean Tyler. • “you” and similar terms mean Client. Page 210 Item 24. 3 SECTION B – SAAS SERVICES 1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download. 2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our agreed-upon Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). 3. Ownership. 3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. 3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services. 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement. 5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Page 211 Item 24. 4 Support Call Process at no charge to you. 6. For a period of three years from the Effective Date, if a new release of the Tyler Software removes functionality that was originally provided to you, we will provide alternative means for performing the same function, at no additional cost to you beyond payment of the annual SaaS Fees.] 7. Return of Client’s Data: In connection with the termination, expiration, or non-renewal of the Agreement for any reason, and only upon your written request and within a mutually agreed timeframe, Tyler will use commercially reasonable efforts to promptly accomplish an adequate, secure, and timely transition of the Data in the then-existing format of Tyler’s hosted environment. 8. Compliance with Laws: We will comply with applicable laws, rules, and regulations applicable to our performance under this Agreement in effect as of the Effective Date. Should laws applicable to Tyler’s performance under this Agreement change post-signature, Tyler reserves the right to seek a change order for the additional work, time and/or cost that may be required to comply with the new law, ordinance or regulation. 9. SaaS Services. 9.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 21. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information. If our SaaS Services are provided using a 3rd party data center, we will provide available compliance reports for that data center. 9.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center physically located within the continental United States and subject to all applicable United States laws and regulations. Tyler will not transfer Client data outside territorial limits of the United States of America without prior permission from Client. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers. 9.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective (“RPO”) of 24 hours and a Recovery Time Objective (“RTO”) of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored. 9.4 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such Page 212 Item 24. 5 activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. 9.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific. Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. 9.6 We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned Data. 9.7 We provide secure Data transmission paths between each of your workstations and our servers. 9.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. 9.9 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. 9.10 Data Breach Notification . We will report data breaches of your Data to you, as such data breaches are defined by applicable law, and take all other required actions as required by all applicable State and Federal data breach notification laws, related to your Data that is in our possession. 9.11 Data Redundancy. Tyler shall perform backups of the production system sufficient to support contracted RPO and RTO commitments. Tyler reserves the right to negotiate any additional obligations with respect to such backups. 9.12 Password Security. Tyler represents that, as of the Effective Date, no ‘back door’ password or other method of remote access by unauthorized persons into the Tyler Software code exists. Page 213 Item 24. 6 SECTION C – PROFESSIONAL SERVICES 1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work. Tyler will commence project activities following the Effective Date to support the project timelines indicated in the Statement Of Work. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. No Additional Services will be provided without your specific authorization. 4. Personnel. We agree to maintain an adequate staff of experienced and qualified employees for efficient performance under this Agreement. In the event Tyler personnel providing services under this Agreement are not consistent with our services warranties in this Agreement, you will notifiy us of that deficiency and give us a reasonable opportunity to correct it. In the event that the deficiency persists, then we will replace that project member causing the deficiency, upon written request and demonstration of good cause. Notwithstanding the foregoing, the Parties agree to work towards a mutually agreeable remedy in the event of a change in personnel, including managing the effect upon the timelines and milestones set forth in the Statement Of Work. Upon request,we will provide you with resumes of our personnel demonstrating relevant past project experience, for project team members that are allocated for onsite services on the project. You agree that those resumes are for your information and planning purposes only. For purposes of this paragraph, the roles for these personnel shall be defined in the Statement of Work. You acknowledge and agree that our assignments of personnel are subject to our discretion. Client further agrees that it will not unreasonably request to change those assignments of personnel, in light of the proposed task and the complement of experience levels on the project team. 5. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. Page 214 Item 24. 7 6. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you. 7. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. 8. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire and personnel assigned to perform the services covered by this Agreement are required to maintain familiarity and compliance with security responsibilities. All employees sign our confidentiality agreement and security policies. When an employee terminates their employment with Tyler, an exit process is established to remove their physical and virtual access to Tyler’s infrastructure immediately upon departure. 9. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). 10. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will: 10.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); 10.2 provide support during our established support hours; 10.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 10.4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 10.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy. We will use all reasonable efforts to perform support services remotely. Currently, we use a third- party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and Page 215 Item 24. 8 server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may, with your prior written approval, be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our then-current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice. 11. Acceptance. The Client will use the following acceptance process for each Phase, as defined in the SOW: Client will have a maximum of a thirty (30) calendar day “Test Period” to test the System in in a live production environment for and report documented Defects. If there are no Defects reported during the Test Period the Client shall issue “Acceptance.” Upon Acceptance of the last Phase of the project, Client shall also grant “Project Closure.” If Client reports a documented Defect during the Test Period, Client will notify Tyler in writing. Tyler will correct the Defect(s) or provide a mutually agreeable plan for future resolution of any Defect(s). A dispute with respect to the plan shall be addressed pursuant to the Dispute Resolution Process of this Agreement. Upon resolution of a Defect during the Test Period, Client may re-perform testing for a maximum of fifteen (15) calendar days. This procedure shall repeat until all Defects have either been resolved or the Client and Tyler, reasonably cooperating, have developed a mutually agreeable schedule for Defect resolution, at which point the Client shall issue Project Closure. 12. Video and Audio Recording. Tyler will record discovery meetings, trainings, and or presentations upon Client request, provided Client uses said recordings solely for its own business purposes. Client must notified participants and obtain their written agreement prior to the start of the recorded session. Upon Client’s request, Tyler will upload to your Kiteworks system or other secure FTP. It is the Client’s responsibility to ensure that the recording adheres to all of the Client’s established protocols for sharing data. SECTION D – THIRD PARTY PRODUCTS 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our agreed-upon Invoicing and Payment Policy. 2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms. Page 216 Item 24. 9 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant access to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION F – TERM AND TERMINATION 1. Term. The Initial term Term of this Agreement is equal to the number of years indicated for SaaS Services in Exhibit A, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the Initial tTerm, this Agreement will be renewed for additional one (1) year renewal terms upon mutual agreement of the parties. The Agreement will renew for an additional one (1) year term, with Client’s payment of a renewal invoice. The length of the first renewal term shall be at least one (1) year, but may be longer upon mutual agreement. A renewal term longer than one (1) year will require an amendment to this Agreement and prompt payment of a renewal invoice.Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. Page 217 Item 24. 10 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3). 2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more. 2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. 2.5 Termination by Mutual Agreement. This Agreement may be terminated at any time during its Term upon mutual agreement by both Parties. 2.6 Transition Services. In the event of termination by either party, Client may request that Tyler provide reasonable transition services to assist with Client’s migration to a new vendor of choice. The parties agree to work together in good faith to create a mutually agreeable scope for those services, to be provided at Tyler’s then-current pricing. In no event shall Tyler be required to disclose any Tyler confidential information to any such new vendor. Tyler will reasonably cooperate in response to requests to provide non-confidential or non-proprietary information as such is commercially and reasonably available. SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 To the extent permitted by law, we will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. Page 218 Item 24. 11 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement; or (c) our violation of the confidentiality obligations of H17 of this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO Page 219 Item 24. 12 YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN- CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000 (inclusive of Cyber Liability Insurance); (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request using standard Acord forms, or substantially equivalent forms. SECTION H – GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for eighteen (18) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. Page 220 Item 24. 13 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. In the event that we require subcontracting, we shall assume sole responsibility for fulfillment of the terms and conditions of this Agreement, including but not limited to, the work of any subcontractors. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and Page 221 Item 24. 14 conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing via email or mail and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, ten (10) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials with the advance written authorization by the Client that is revocable at any time under the terms of notification provided in the Notices Section (H) 15. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us Page 222 Item 24. 15 prompt notice and otherwise perform the functions required by applicable law. 18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your Data. In the event we detect malware or other conditions associated with your Data that are reasonably suspected of putting Tyler resources or other Tyler clients’ data at risk, we reserve the absolute right to move your Data from its location within a multi-tenancy Tyler hosted environment to an isolated “quarantined” environment without advance notice. Your Data will remain in such quarantine for a period of at least six (6) months during which time we will review the Data, and all traffic associated with the Data, for signs of malware or other similar issues. If no issues are detected through such reviews during the six (6) month period of quarantine, we will coordinate with you the restoration of your Data to a non-quarantined environment. In the event your Data must remain in quarantine beyond this six (6) month period through no fault of Tyler’s, we reserve the right to require payment of additional fees for the extended duration of quarantine. We will provide an estimate of what those costs will be upon your request. 19. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Texas, without regard to its rules on conflicts of law. 21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 22. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 23. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler’s Data & Insights data platform. Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights data platform is subject to the Data & Insights SaaS Services Terms of Service, available at https://www.tylertech.com/terms/data-insights-saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms. 24. Pursuant to Texas Government Code, Chapter 2271, as amended, Tyler verifies by its signature below that it does not boycott Israel and will not boycott Israel during the term of the Agreement. 25. As required by Subchapter F, Chapter 2252, Texas Government Code, “Prohibition on Contracts With Certain Companies”, Tyler verifies by its signature below that it is not a foreign terrorist organization identified on the lists prepared and maintained by the Texas Comptroller of Public Accounts. Page 223 Item 24. 16 26. Pursuant to Texas Government Code Ann. Chapter 2274, Tyler verifies by its signature below that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and that it will not discriminate during the term of the Agreement, unless excepted from that law. 27. As required by Texas Government Code Ann. Chapter 2274, Tyler verifies by its signature below that it does not boycott energy companies and will not during the term of the Agreement, unless excepted by that law. 28. Pursuant to Texas Government Code Ann. Chapter 2273, Tyler verifies by its signature below that it is not an abortion provider or an affiliate of abortion providers, whereby the provider or affiliate receives something of value derived from state or local tax revenue. 29. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy Exhibit C Service Level Agreement Schedule 1: Support Call Process Exhibit D Third Party Terms Schedule 1: Hyperlinked Terms Schedule 2: DocOrigin Terms Exhibit E Statement of Work IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below. Tyler Technologies, Inc. Town of Prosper By: By: Name: Robert Kennedy-Jensen Name: Ron K. Patterson Title: Group General Counsel Title: Interim Town Manager Date: 12/07/2022 Date: Address for Notices: Address for Notices: Tyler Technologies, Inc. Town of Prosper One Tyler Drive 250 West First Street Yarmouth, ME 04096 Prosper, Texas 75078-2731 Attention: Chief Legal Officer Attention: Town Secretary Page 224 Item 24. Exhibit B 1 Exhibit A Investment Summary The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement and terms in the Comments section of this Investment Summary, the language in the Agreement will prevail. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 225 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 1 Quoted By:David Carll Quote Expiration:12/19/22 Quote Name:Town of Prosper-ERP- EERP/Munis Quote Description: Town of Prosper, TX Tyler EERP Quote Saas 5 Prod Ready INTF25ET60X15 v5 112822 Saas Term 5.00 Sales Quotation For: Town of Prosper 250 W First Street Prosper TX 75078-2731 Phone: +1 (972) 346-2640 Tyler SaaS and Related Services Description Qty Imp. Hours Annual Fee Financial Management Accounting 1 392 $ 42,842.00 Accounts Payable 1 112 $ 12,859.00 Assets Mobile 1 36 $ 4,348.00 Budgeting 1 148 $ 12,859.00 Capital Assets 1 148 $ 12,516.00 Cash Management 1 92 $ 8,818.00 Contract Management 1 72 $ 5,571.00 Project & Grant Accounting 1 112 $ 9,253.00 Purchasing 1 336 $ 21,346.00 Vendor Access 1 92 $ 9,750.00 Human Resources Management Advanced Scheduling - Up to 250 Employees 1 148 $ 4,006.00 Advanced Scheduling Mobile Access 1 0 $ 823.00 Page 226 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 2 Employee Expense Reimbursement 1 140 $ 4,832.00 Human Resources & Talent Management 1 204 $ 6,073.00 Payroll w/ESS 1 392 $ 7,492.00 Recruiting 1 36 $ 1,395.00 Risk Management 1 36 $ 1,594.00 Time & Attendance - Up to 750 Employees 1 408 $ 5,328.00 Time & Attendance Mobile Access 1 0 $ 1,051.00 Revenue Management Accounts Receivable 1 252 $ 10,845.00 Cashiering 1 140 $ 16,206.00 General Billing 1 140 $ 6,049.00 Utility Billing CIS including Graphing Agent 1 352 $ 11,525.00 Utility Billing Meter Interface 1 56 $ 2,552.00 Civic Services My Civic 1 204 $ 12,000.00 Resident Access 1 196 $ 12,750.00 Content Management Content Manager Core 1 148 $ 15,337.00 Content Management Content Manager Auto Indexing and Redaction (Core)1 36 $ 2,143.00 Data Insights Capital Projects Explorer 1 0 $ 11,250.00 Citizen Connect 1 92 $ 5,250.00 Enterprise Analytics and Reporting w Executive Insights 1 252 $ 26,921.00 Open Finance 1 0 $ 21,000.00 Additional Enterprise Forms Processing Software (including Common Form Set)1 0 $ 11,801.00 Subscription Fees ACFR Statement Builder 1 72 $ 8,032.00 Sub-Total:$ 346,417.00 Less Discount:$ 51,965.00 Page 227 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 3 TOTAL 4844 $ 294,452.00 Professional Services Description Quantity Unit Price Ext Discount Extended Price Maintenance 50% of Dedicated Project Manager (Monthly)24 $ 14,800.00 $ 0.00 $ 355,200.00 $ 0.00 Assets Mobile Professional Services 1 $ 2,880.00 $ 0.00 $ 2,880.00 $ 0.00 Executive Insights Implementation 1 $ 10,500.00 $ 0.00 $ 10,500.00 $ 0.00 Forms Library - Utility Billing 1 $ 3,500.00 $ 0.00 $ 3,500.00 $ 0.00 Forms Work Order/Pick Ticket Library - 4 Forms 1 $ 2,800.00 $ 0.00 $ 2,800.00 $ 0.00 Install Fee - Capital Projects Explorer 1 $ 4,200.00 $ 0.00 $ 4,200.00 $ 0.00 Install Fee - Open Finance 1 $ 7,000.00 $ 0.00 $ 7,000.00 $ 0.00 Conversions – See Detailed Breakdown Below $ 99,000.00 $ 0.00 Onsite Implementation 1260 $ 225.00 $0.00 $ 283,500.00 $ 0.00 Remote Implementation 3584 $ 200.00 $0.00 $ 716,800.00 $ 0.00 TOTAL $ 1,485,380.00 $ 0.00 3rd Party Hardware, Software and Services Description Qty Unit Price Unit Discount Total Price Unit Maint/SaaS Unit Maint/SaaS Discount Total Maint/SaaS Barcode Printer Kit 1 $ 1,445.00 $ 0.00 $ 1,445.00 $ 145.00 $ 0.00 $ 145.00 Barcode Scanner - NX6 Rugged Mobile Scanning Device 1 $ 1,695.00 $ 0.00 $ 1,695.00 $ 170.00 $ 0.00 $ 170.00 Cash Drawer 10 $ 260.00 $ 0.00 $ 2,600.00 $ 0.00 $ 0.00 $ 0.00 Hand Held Scanner - Model 1950GSR 10 $ 450.00 $ 0.00 $ 4,500.00 $ 0.00 $ 0.00 $ 0.00 Hand Held Scanner Stand 10 $ 30.00 $ 0.00 $ 300.00 $ 0.00 $ 0.00 $ 0.00 Printer (TM-S9000II)10 $ 1,623.00 $ 0.00 $ 16,230.00 $ 0.00 $ 0.00 $ 0.00 Page 228 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 4 Touchscreen 7: Biometric and Prox Reader 1 $ 2,695.00 $ 0.00 $ 2,695.00 $ 270.00 $ 0.00 $ 270.00 TOTAL $ 29,465.00 $ 585.00 Summary One Time Fees Recurring Fees Total Tyler License Fees $ 0.00 $ 0.00 Total SaaS $ 0.00 $ 294,452.00 Total Tyler Services $ 1,485,380.00 $ 0.00 Total Third-Party Hardware, Software, Services $ 29,465.00 $ 585.00 Summary Total $ 1,514,845.00 $ 295,037.00 Contract Total $ 2,987,690.00 Estimated Travel Expenses excl in Contract Total $ 72,610.00 Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval:Date: Print Name:P.O.#: All Primary values quoted in US Dollars Detailed Breakdown of Conversions (Included in Summary Total) Description Qty Unit Price Unit Discount Extended Price Accounting AC - Actuals up to 3 years 1 $ 2,000.00 $ 0.00 $ 2,000.00 AC - Budgets up to 3 years 1 $ 2,000.00 $ 0.00 $ 2,000.00 AC Standard COA 1 $ 3,000.00 $ 0.00 $ 3,000.00 Accounts Payable AP - Checks up to 5 years 1 $ 4,500.00 $ 0.00 $ 4,500.00 AP - Invoice up to 5 years 1 $ 5,500.00 $ 0.00 $ 5,500.00 Page 229 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 5 AP Standard Master 1 $ 3,000.00 $ 0.00 $ 3,000.00 Capital Assets CA - History 1 $ 2,500.00 $ 0.00 $ 2,500.00 CA Std Master 1 $ 4,500.00 $ 0.00 $ 4,500.00 Contract Management Contracts 1 $ 6,000.00 $ 0.00 $ 6,000.00 General Billing GB - Bills up to 5 years 1 $ 5,000.00 $ 0.00 $ 5,000.00 GB - Recurring Invoices 1 $ 4,000.00 $ 0.00 $ 4,000.00 Payroll HR Human Resources - Certifications 1 $ 1,400.00 $ 0.00 $ 1,400.00 HR Human Resources - Education 1 $ 1,400.00 $ 0.00 $ 1,400.00 HR Human Resources - PM Action History up to 5 years 1 $ 1,400.00 $ 0.00 $ 1,400.00 HR Human Resources - Position Control 1 $ 1,400.00 $ 0.00 $ 1,400.00 HR Human Resources - Recruiting 1 $ 1,400.00 $ 0.00 $ 1,400.00 PR Payroll - Accrual Balances 1 $ 1,500.00 $ 0.00 $ 1,500.00 PR Payroll - Accumulators up to 5 years 1 $ 1,400.00 $ 0.00 $ 1,400.00 PR Payroll - Check History up to 5 years 1 $ 1,200.00 $ 0.00 $ 1,200.00 PR Payroll - Deductions 1 $ 1,800.00 $ 0.00 $ 1,800.00 PR Payroll - Earning/Deduction Hist up to 5 years 1 $ 2,500.00 $ 0.00 $ 2,500.00 PR Payroll - Standard 1 $ 2,000.00 $ 0.00 $ 2,000.00 PR Payroll - State Retirement Tables 1 $ 1,400.00 $ 0.00 $ 1,400.00 Project & Grant Accounting PG - Actuals up to 3 years 1 $ 2,000.00 $ 0.00 $ 2,000.00 PG - Budgets up to 3 years 1 $ 2,000.00 $ 0.00 $ 2,000.00 PGA Standard 1 $ 3,000.00 $ 0.00 $ 3,000.00 Purchasing Purchasing - Standard 1 $ 4,000.00 $ 0.00 $ 4,000.00 Utility Billing Page 230 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 6 Utility Billing - Backflow 1 $ 1,200.00 $ 0.00 $ 1,200.00 Utility Billing - Balance Forward AR 1 $ 5,600.00 $ 0.00 $ 5,600.00 Utility Billing - Budget Billing 1 $ 3,600.00 $ 0.00 $ 3,600.00 Utility Billing - Consumption History up to 5 years 1 $ 2,000.00 $ 0.00 $ 2,000.00 Utility Billing - Flat Inventory/Containers 1 $ 3,600.00 $ 0.00 $ 3,600.00 Utility Billing - Option 2 Assessments 1 $ 1,200.00 $ 0.00 $ 1,200.00 Utility Billing - Service Orders 1 $ 2,300.00 $ 0.00 $ 2,300.00 Utility Billing - Services 1 $ 3,600.00 $ 0.00 $ 3,600.00 Utility Billing - Standard 1 $ 4,100.00 $ 0.00 $ 4,100.00 TOTAL $ 99,000.00 Optional Tyler SaaS and Related Services Description Qty Imp. Hours Annual Fee Financial Management Bid Management 1 72 $ 5,571.00 Inventory 1 148 $ 12,516.00 Inventory Mobile 1 36 $ 4,348.00 Content Management Content Manager Core Access 1 36 $ 2,523.00 Data Insights Economic Intelligence 1 0 $ 12,750.00 Additional GIS 5 16 $ 1,480.00 Recurring Services Annual Payroll Tax Table Updates 1 0 $ 1,000.00 TOTAL:308 $ 40,188.00 Page 231 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 7 Optional Tyler Annual Services Description Qty Imp. Hours Annual Fee Recurring Services Managed Detection & Response 1 0 $ 37,000.00 TOTAL:0 $ 37,000.00 Optional Professional Services Description Quantity Unit Price Ext. Discount Extended Price Maintenance Install Fee - Managed Detection & Response 1 $ 1,000.00 $ 0.00 $ 1,000.00 $ 0.00 Conversion – See Detailed Breakdown Below $ 6,200.00 $ 0.00 Onsite Implementation 88 $ 225.00 $ 0.00 $ 19,800.00 $ 0.00 Remote Implementation 220 $ 200.00 $ 0.00 $ 44,000.00 $ 0.00 TOTAL $ 71,000.00 $ 0.00 Optional 3rd Party Hardware, Software and Services Description Qty Unit Price Unit Discount Total Price Unit Maint/SaaS Unit Maint/SaaS Discount Total Maint/SaaS Pattern Stream Automated Document System - Implementation 64 $ 185.00 $ 0.00 $ 11,840.00 $ 0.00 $ 0.00 $ 0.00 Pattern Stream Automated Document System - SaaS 1 $ 0.00 $ 0.00 $ 0.00 $ 22,365.00 $ 0.00 $ 22,365.00 TOTAL $ 11,840.00 $ 22,365.00 Optional Conversion Details (Prices Reflected Above) Description Quantity Unit Price Discount Total Page 232 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 8 Inventory IN - Commodity Codes 1 $ 2,200.00 $ 0.00 $ 2,200.00 IN Std Master 1 $ 4,000.00 $ 0.00 $ 4,000.00 TOTAL $ 6,200.00 Tyler Annual Discount Detail (Excludes Optional Products) Description Annual Fee Annual Fee Discount Annual Fee Net Financial Management Accounting $ 42,842.00 $ 6,426.00 $ 36,416.00 Accounts Payable $ 12,859.00 $ 1,929.00 $ 10,930.00 Assets Mobile $ 4,348.00 $ 652.00 $ 3,696.00 Budgeting $ 12,859.00 $ 1,929.00 $ 10,930.00 Capital Assets $ 12,516.00 $ 1,877.00 $ 10,639.00 Cash Management $ 8,818.00 $ 1,323.00 $ 7,495.00 Contract Management $ 5,571.00 $ 836.00 $ 4,735.00 Project & Grant Accounting $ 9,253.00 $ 1,388.00 $ 7,865.00 Purchasing $ 21,346.00 $ 3,202.00 $ 18,144.00 Vendor Access $ 9,750.00 $ 1,463.00 $ 8,287.00 Human Resources Management Advanced Scheduling - Up to 250 Employees $ 4,006.00 $ 601.00 $ 3,405.00 Advanced Scheduling Mobile Access $ 823.00 $ 123.00 $ 700.00 Employee Expense Reimbursement $ 4,832.00 $ 725.00 $ 4,107.00 Human Resources & Talent Management $ 6,073.00 $ 911.00 $ 5,162.00 Payroll w/ESS $ 7,492.00 $ 1,124.00 $ 6,368.00 Recruiting $ 1,395.00 $ 209.00 $ 1,186.00 Risk Management $ 1,594.00 $ 239.00 $ 1,355.00 Time & Attendance - Up to 750 Employees $ 5,328.00 $ 799.00 $ 4,529.00 Time & Attendance Mobile Access $ 1,051.00 $ 158.00 $ 893.00 Revenue Management Accounts Receivable $ 10,845.00 $ 1,627.00 $ 9,218.00 Cashiering $ 16,206.00 $ 2,431.00 $ 13,775.00 General Billing $ 6,049.00 $ 907.00 $ 5,142.00 Page 233 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 9 Utility Billing CIS including Graphing Agent $ 11,525.00 $ 1,729.00 $ 9,796.00 Utility Billing Meter Interface $ 2,552.00 $ 383.00 $ 2,169.00 Civic Services My Civic $ 12,000.00 $ 1,800.00 $ 10,200.00 Resident Access $ 12,750.00 $ 1,913.00 $ 10,837.00 Content Management Content Manager Core $ 15,337.00 $ 2,301.00 $ 13,036.00 Content Management Content Manager Auto Indexing and Redaction (Core)$ 2,143.00 $ 321.00 $ 1,822.00 Data Insights Capital Projects Explorer $ 11,250.00 $ 1,688.00 $ 9,562.00 Citizen Connect $ 5,250.00 $ 788.00 $ 4,462.00 Enterprise Analytics and Reporting w Executive Insights $ 26,921.00 $ 4,038.00 $ 22,883.00 Open Finance $ 21,000.00 $ 3,150.00 $ 17,850.00 Additional Enterprise Forms Processing Software (including Common Form Set)$ 11,801.00 $ 1,770.00 $ 10,031.00 Subscription Fees ACFR Statement Builder $ 8,032.00 $ 1,205.00 $ 6,827.00 TOTAL $ 346,417.00 $ 51,965.00 $ 294,452.00 Comments Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors. Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly. Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy. Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost. In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel. Page 234 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 10 The Implementation Hours included in this quote assume a work split effort of 30% Client and 70% Tyler. Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments. Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the- Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users. As a new Tyler client, you are entitled to a 14-day or a 30-day trial of the Managed Detection and Response cybersecurity service. Please reference https://www.tylertech.com/services/tyler-detect for more information on the service and contact CybersecuritySales@tylertech.com to initiate the trial. Tyler currently supports the following identity providers (IdP's) for use with Tyler back-office solutions: Microsoft Active Directory through Azure AD, ADFS or Okta AD agent, Google Cloud Identity, Okta, and Identity Automation Rapid Identity. Any requirement by you to use an IdP not supported by Tyler will require additional costs, available upon request. Content Manager SE includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB. The SaaS fees for product that are not named users are based on 125 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re-negotiate the SaaS fees based upon any resulting changes in the pricing categories. Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights SaaS Services, or certain Tyler solutions which include Tyler’s Data & Insights data platform, are subject to the Terms of Services, available at https://www.tylertech.com/terms/data-insights-saas-services- terms-of-service. By signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms. Financial library includes: standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 1099INT, 1099S, 1099NEC and 1099G. General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt. Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change. Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R. Page 235 Item 24. 2022-330181-D8G6C9 CONFIDENTIAL Page 11 Your acquisition of clocks and/or clock maintenance is subject to the following terms: https://www.tylertech.com/terms/executime-clock-terms. For the avoidance of doubt, Managed Detection & Response is a subscription service, not SaaS. Notwithstanding the foregoing language, payment of annual subscription fees for Managed Detection & Response commence on the availability of the service. Managed Detection & Response services will renew automatically for additional one (1) year terms, and subsequent subscription fees are due annually in advance on the anniversary of the availability date at our then-current rates. Pricing is based on client's current network size as defined by their entity size. Any material increases of network size may result in additional fees being assessed for the Managed Detection & Response service upon renewal. The quoted Managed Detection & Response amount does not include monitoring of student devices nor analysis of student network traffic. Tyler can quote an additional fee for these services. Utility billing library includes: standard Utility bill, standard assessment, standard UB receipt, standard Lien letter, standard UB delinquent notice, standard door hanger and standard final utility bill. Work Order & Pick Ticket Library includes: 1 Work Order - Services, 1 Work Order - Inventory, 1 Pick Ticket and 1 Delivery Ticket. Utility Billing CIS includes the Graphing Agent. Utility billing library includes: standard Utility bill, standard UB receipt, standard UB delinquent notice, standard door hanger and standard final utility bill. In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Content Manager software with non-Tyler applications, Client must purchase or upgrade to Content Manager Enterprise Edition. Page 236 Item 24. 2021-329847-B8Z8V5 Page 1 of 8 Sales Quotation For: Town of Prosper 250 W First Street Prosper TX 75078-2731 Tyler Annual Software – SaaS Description List Price Discount Annual Municipal Justice powered by Incode Municipal Justice 10 Suite Criminal Case Manager $ 17,554 $ 2,633 $ 14,921 Cash Collections $ 0 $ 0 $ 0 Court Payment Import Interface $ 1,608 $ 241 $ 1,367 Court/Police Third-Party Interface (Import or Export of Citations/Warrants/Dispositions)$ 3,537 $ 531 $ 3,006 Jury Data Import $ 2,122 $ 318 $ 1,804 Output Director $ 2,476 $ 371 $ 2,105 Defense Attorney Access $ 2,500 $ 375 $ 2,125 Quoted By:Jon Atkin Quote Expiration:12/30/22 Quote Name:SaaS Page 237 Item 24. 2021-329847-B8Z8V5 Page 2 of 8 Virtual Court $ 3,400 $ 510 $ 2,890 Online Jury Component $ 2,500 $ 375 $ 2,125 Court Public Access $ 2,500 $ 375 $ 2,125 Municipal Jury Manager $ 4,421 $ 663 $ 3,758 TX Omnibase-Non Compliance Export $ 1,608 $ 0 $ 1,608 Reporting Services $ 3,000 $ 450 $ 2,550 Collection Agency Export Interface $ 1,769 $ 265 $ 1,504 Tyler One Content Manager Suite Core $ 0 $ 0 $ 0 Auto Indexing and Redaction $ 3,215 $ 482 $ 2,733 Access $ 6,430 $ 965 $ 5,465 TOTAL:$ 58,640 $ 8,554 $ 50,086 Term # of Years:3 Tyler Annual Services Description List Price Discount Annual ERP Other Services Tyler University $ 1,740 $ 261 $ 1,479 TOTAL:$ 1,740 261 $ 1,479 Tyler Fees per Transaction Description Net Unit Price Page 238 Item 24. 2021-329847-B8Z8V5 Page 3 of 8 Municipal Justice powered by Incode Municipal Justice 10 Suite Miscellaneous Payments $ 1.25 Court Case Resolution Bundle $ 0.00 Third Party Software & Hardware Description Quantity Unit Price Extended Price Annual Tyler Third Party Hardware Canon DR-C225 Sheetfed Scanner - VV7373 3 $ 450 $ 1,350 $ 0 Topaz Signature Pad T-L462 - USB On-Premise Court Sites 3 $ 450 $ 1,350 $ 270 TOTAL: $ 2,700 $ 270 Services Description Hours/Units Extended Price Maintenance Municipal Justice 10 Suite Professional Services 192 $ 24,960 $ 0 Warrants & Judgments Data Conversion 1 $ 3,000 $ 0 Warrants & Judgements Data Analysis 4 $ 520 $ 0 Project Management 1 $ 1,950 $ 0 Fee Instance, Payment Plans, Restitution Data Conversion 1 $ 8,500 $ 0 Case Management Data Conversion 1 $ 10,000 $ 0 Content Manager Suite Professional Services 106 $ 13,780 $ 0 Page 239 Item 24. 2021-329847-B8Z8V5 Page 4 of 8 Conversions - Court 1 $ 7,500 $ 0 TOTAL:$ 70,210 $ 0 Summary One Time Fees Recurring Fees Total SaaS $ 50,086 Total Third Party Hardware, Software, Services $ 2,700 $ 270 Total Tyler Services $ 70,210 $ 1,479 Summary Total $ 72,910 $ 51,835 Detailed Breakdown of Professional Services (Included in Summary Total) Description Hours Extended Price Maintenance Municipal Justice powered by Incode Municipal Justice 10 Suite Municipal Jury Manager 40 $ 5,200 $ 0 Output Director 8 $ 1,040 $ 0 Fee Instance, Payment Plans, Restitution Data Analysis 12 $ 1,560 $ 0 Criminal Case Manager Implementation Fees 96 $ 12,480 $ 0 Case Manager Data Analysis 24 $ 3,120 $ 0 Cash Collections 8 $ 1,040 $ 0 Court Payment Import 4 $ 520 $ 0 Sub-Total 192 $ 24,960 $ 0 Tyler One Content Manager Suite Page 240 Item 24. 2021-329847-B8Z8V5 Page 5 of 8 Core 64 $ 8,320 $ 0 Auto Indexing and Redaction 2 $ 260 $ 0 Access 16 $ 2,080 $ 0 Sub-Total 82 $ 10,660 $ 0 ERP Pro powered by Incode Content Manager Suite Content Manager Conversion Analysis 24 $ 3,120 $ 0 Sub-Total 24 $ 3,120 $ 0 TOTAL:298 $ 38,740 $ 0 Optional Tyler Annual Software – SaaS Description Annual Municipal Justice powered by Incode Municipal Justice 10 Suite DMV/Scofflaw Program Interface (TX Only)$ 2,122 Dallas Regional Warrant Interface $ 5,658 TOTAL:$ 7,780 Term # of Years:3 Page 241 Item 24. 2021-329847-B8Z8V5 Page 6 of 8 Comments •Work will be delivered remotely unless otherwise noted in this agreement. Tyler to Tyler Interfaces included but not listed in Investment Summary -V10 GL Interface to ERP Enterprise (Munis) -V10 AP Interface to ERP Enterprise (Munis) -V10 ecitation import Brazos: Hot List- Boot/Tow & Warrants to Brazos -V10 Case import from Enterprise Permitting & Licensing Miscellaneous Payments Component allows clients to setup payment forms for misc. payments with a fixed, calculated or open payment amount. The payments are sent from the website to the cash collection/Cashiering application and then posted to the GL application. NOTE: There is a per transaction fee associated with the Miscellaneous Payments that will be paid by client unless Tyler is instructed by the client to pass along to the user at time of payment. Court Case Resolution Bundle includes: Court Defendant Access, Court IVR and Notifications for Court. A fee is paid by the defendant for each transaction processed through Court Defendant Access or Court IVR: $1.00 for payments under $100, $2.50 for payments over $100, and $3.50 for advanced online transactions. A $0.20 fee is paid by the client for each violation for which a phone notification is attempted. Text message notifications are free of charge provided the client 1) enables the standard campaigns that include a link to Court Defendant Access, and 2) enables advanced online transactions that are currently available or defendants at the counter or by mail. This contract replaces existing Court Defendant Access annual fees. Court Case Management conversion includes Name Information (Address, phone, name notes), Vehicle Information, Officer Information, Offense Code Information, Case Information (violation date, comments, citation), Witness Information, Disposition Information By signing this order, you acknowledge that the items listed here are hereby added to the agreement between you and us and subject to its terms. Your access or use of Virtual Court is subject to additional terms (the “VC Terms”) found here: https://www.tylertech.com/terms/virtual- court-terms-of-use. Unless otherwise indicated, the VC Terms and any comments specific to Virtual Court herein take precedence over conflicting comments on this order. Page 242 Item 24. 2021-329847-B8Z8V5 Page 7 of 8 Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms, subject to payment terms in an agreement, amendment, or similar document in which this sales quotation is included: • License fees for Tyler and third-party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such software available accessible. • Fees for hardware are invoiced upon delivery. • Fees for year one of hardware maintenance are invoiced upon delivery of the hardware. • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software accessible to the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the agreement, with renewals invoiced annually thereafter in accord with the Agreement. • Fees for services included in this sales quotation shall be invoiced as indicated below. o Implementation and other professional services fees shall be invoiced as delivered. o Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. o Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. o Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. o If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. o Notwithstanding anything to the contrary stated above, the following payment terms shall apply to fees specifically for migrations: Tyler will invoice Client 50% of any Migration Services Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Annual SaaS Fees will be invoiced upon availability of the hosted environment. Any SaaS or hosted solutions added to an agreement containing Client-hosted Tyler solutions are subject to Tyler’s SaaS Services terms found here: https://www.tylertech.com/terms/tyler-saas-services. Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval:Date: Page 243 Item 24. 2021-329847-B8Z8V5 Page 8 of 8 Print Name:P.O.#: Page 244 Item 24. Exhibit B 2 Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. SaaS Fees. Your total SaaS fees for the Initial Term, are set forth in the Investment Summary. Upon expiration of the Initial Term, your annual SaaS fees will be at our then-current rates. For avoidance of doubt, the SaaS Fees for the Tyler Software shall be payable shown in the table below. Thereafter, SaaS Fees will be invoiced annually, in advance. Tyler agrees to limit increases to annual SaaS Fees for years six (6) through eight (8) to four percent (4%) per year and for years nine (9) through ten (10) to five percent (5%). Thereafter, your annual SaaS fees will be at our then-current rates Payment Due Date Payment Amount 1/1/23 65,713.40 4/1/23 65,713.40 7/1/23 65,713.40 10/1/23 78,610.96 1/1/24 85,635.46 4/1/24 85,635.46 7/1/24 85,635.46 10/1/24 87,651.65 1/1/25 346,287.00 1/1/26 346,287.00 1/1/27 346,287.00 2. Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. The foregoing notwithstanding, fifteen percent (15%) of the fees for implementation services delivered during a phase will be withheld by Tyler (the “Retainage”), with such Retainage to be invoiced upon the applicable phase live date. In the event the Client elects to delay a live date for a phase and such delay is not caused by Tyler’s failure to perform, Tyler reserves the right to invoice the Retainage upon the original phase live date. Page 245 Item 24. Exhibit B 3 3. Other Tyler Software and Services. 3.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN. 3.2 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 3.3 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis. 3.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance of the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis. 3.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement. 3.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following the project kick-off meeting. 3.7 Web Services: Annual fees for web services are payable in advanced, commencing upon the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates. 3.8 Annual Services: Unless otherwise indicated in this Exhibit B, fees for annual services are due annually, in advance, commencing on the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates. 3. Third Party Products. 3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. Page 246 Item 24. Exhibit B 4 3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. 3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 3.4 Third Party Hardware Maintenance: The first year’s maintenance fees for the Third Party Hardware are invoiced upon delivery. Subsequent maintenance fees for the Third Party Hardware are invoiced annually in advance of each anniversary thereof. 3.5 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. For the avoidance of doubt, Finite Matters will invoice Client directly for any services fees for Pattern Stream. 3.6 Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, commencing with availability of the respective Third Party SaaS Services. Pricing for the first year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for subsequent years will be at the respective third party’s then-current rates. 4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Schedule A and may be increased by Tyler upon notice of no less than thirty (30) days. 5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy. Our current Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting AR@tylertech.com. Page 247 Item 24. Exhibit B Schedule 1 1 Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations & Tickets The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. Page 248 Item 24. Exhibit B Schedule 1 2 2. Ground Transportation A. Private Automobile Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. “No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. Page 249 Item 24. Exhibit B Schedule 1 3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Lunch and dinner Depart after 12:00 noon Return Day Dinner Return before 12:00 noon Breakfast Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: Breakfast 15% Lunch 25% Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. Page 250 Item 24. Exhibit B Schedule 1 4 5. Internet Access – Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. Page 251 Item 24. Exhibit C 1 Exhibit C Service Level Agreement I. Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. This SLA does not apply to any Third Party SaaS Services. All other support services are documented in the Support Call Process. II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter, calculated as follows: (Service Availability – Downtime) ÷ Service Availability. Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control. Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present. Emergency Maintenance: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client. Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window. Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week. III. Service Availability a. Your Responsibilities Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned Page 252 Item 24. Exhibit C 2 Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you to resume normal operations. c. Client Relief Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the calendar quarter. In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your relief request within thirty (30) day(s) of receipt. The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. Client Relief Schedule Actual Attainment Client Relief 99.99% - 99.50% Remedial action will be taken 99.49% - 98.50% 2% 98.49% - 97.50% 4% 97.49% - 96.50% 6% 96.49% - 95.50% 8% Below 95.50% 10% * Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour. IV. Maintenance Notifications We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you. Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable that the Tyler Software will be unavailable during the maintenance window. Page 253 Item 24. Exhibit C Schedule 1 1 Exhibit C Schedule 1 Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support for authorized users*: (1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website. A built-in Answer Panel provides users with resolutions to most “how-to” and configuration- based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case. (2) Email – for less urgent situations, users may submit emails directly to the software support group. (3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support. * Channel availability may be limited for certain applications. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website – www.tylertech.com – for accessing client tools, documentation, and other information including support contact information. (2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7. (3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products. Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days. New Year’s Day Labor Day Martin Luther King, Jr. Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of Page 254 Item 24. Exhibit C Schedule 1 2 such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below. We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment. Incident Handling Incident Tracking Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly. Incident Priority Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only. References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident. Priority Level Characteristics of Support Incident Resolution Targets* 1 Critical Support incident that causes (a) complete application failure or application unavailability; (b) application failure or unavailability in one or more of the client’s remote location; or (c) systemic loss of multiple essential system functions. Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within one (1) business day. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. Page 255 Item 24. Exhibit C Schedule 1 3 Priority Level Characteristics of Support Incident Resolution Targets* 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10) business days. For non-hosted customers, Tyler’s responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available database. 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack, which shall occur at least quarterly. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. *Response and Resolution Targets may differ by product or business need Incident Escalation If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect. Remote Support Tool Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. Page 256 Item 24. Exhibit D 1 Exhibit D Third Party Terms REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 257 Item 24. Exhibit D Schedule 1 1 Exhibit D Schedule 1 Hyperlinked Terms As of the Effective Date, the following Hyperlinked Terms are incorporated to the Agreement: Pattern Stream Terms. Your use of Pattern Stream software and services is subject to the terms found here: https://www.tylertech.com/terms/finite-matters-ltd-consolidated-terms. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Pattern Stream software or services, you agree that you have read, understood, and agree to such terms. Quatred Terms. Your use of Quatred solutions is subject to the End User License Agreement terms found here: https://www.quatred.com/eula. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Quatred solutions provided to you by Tyler, you agree that you have read, understood, and agree to such terms. ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms. Page 258 Item 24. Exhibit D Schedule 2 1 Exhibit D Schedule 2 DocOrigin Terms REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 259 Item 24. Exhibit D Schedule 2 2 Page 260 Item 24. Exhibit D Schedule 2 3 Page 261 Item 24. Exhibit D Schedule 2 4 Page 262 Item 24. Exhibit D Schedule 2 5 Page 263 Item 24. Exhibit D Schedule 2 6 Page 264 Item 24. Exhibit E 1 Exhibit E Statement of Work Page 265 Item 24. Town of Prosper SOW from Tyler Technologies, Inc. 12/1/2022 Presented to: Town of Prosper 250 W First Street Prosper, TX 75078-2731 Contact: David Carll Email: David.Carll@TylerTech.com One Tyler Drive, Yarmouth, ME 04096 Page 266 Item 24. Town of Prosper Tyler Technologies, Inc. Page | i Table of Contents PART 1: EXECUTIVE SUMMARY .............................................................................................................. 1 Project Overview ................................................................................................................................ 1 Introduction ........................................................................................................................................ 1 Project Goals ....................................................................................................................................... 1 Methodology ....................................................................................................................................... 1 PART 2: PROJECT FOUNDATION ............................................................................................................ 3 Project Governance ............................................................................................................................ 3 Project Scope Control ......................................................................................................................... 4 Managing Scope and Project Change .................................................................................................. 4 Change Control ................................................................................................................................... 4 Change Request Management ............................................................................................................ 4 Acceptance Process ............................................................................................................................ 6 Roles and Responsibilities .................................................................................................................. 6 Tyler Roles & Responsibilities ............................................................................................................. 6 Tyler Executive Manager ............................................................................................................. 7 Tyler Implementation Manager .................................................................................................. 7 Tyler Project Manager ................................................................................................................. 7 Tyler Implementation Consultant ............................................................................................... 8 Tyler Sales ................................................................................................................................... 8 Tyler Technical Services .............................................................................................................. 8 Tyler SaaS Technicians ................................................................................................................ 9 Tyler Data Experts ....................................................................................................................... 9 Town Roles & Responsibilities ............................................................................................................ 9 Town Executive Sponsor ............................................................................................................. 9 Town Steering Committee .......................................................................................................... 9 Town Project Manager .............................................................................................................. 10 Town Functional Leads .............................................................................................................. 11 Town Power Users .................................................................................................................... 12 Town End Users ........................................................................................................................ 12 Town Technical Lead ................................................................................................................. 12 Town Change Management Lead ............................................................................................. 13 PART 3: PROJECT PLAN .......................................................................................................................... 14 Project Stages ................................................................................................................................... 14 Initiate and Plan ................................................................................................................................ 15 Initial Coordination ................................................................................................................... 15 Page 267 Item 24. Town of Prosper Tyler Technologies, Inc. Page | ii Project/Phase Planning ............................................................................................................. 16 Infrastructure Planning ............................................................................................................. 17 Stakeholder Meeting ................................................................................................................. 18 Intentionally left blank. ............................................................................................................. 19 Control Point 1: Initiate & Plan Stage Acceptance .................................................................... 19 Assess & Define ................................................................................................................................. 19 Solution Orientation ................................................................................................................. 19 Current & Future State Analysis ................................................................................................ 20 Data Assessment ....................................................................................................................... 21 Conversion Assessment ............................................................................................................ 22 Intentionally left blank. ............................................................................................................. 24 Intentionally left blank. ............................................................................................................. 24 Control Point 2: Assess & Define Stage Acceptance ................................................................. 24 Prepare Solution ............................................................................................................................... 24 Initial System Deployment ........................................................................................................ 24 Configuration ............................................................................................................................ 25 Process Refinement .................................................................................................................. 26 Conversion Delivery .................................................................................................................. 28 Intentionally left blank. ............................................................................................................. 29 Intentionally left blank. ............................................................................................................. 29 Control Point 3: Prepare Solution Stage Acceptance ................................................................ 29 Production Readiness ....................................................................................................................... 30 Solution Validation .................................................................................................................... 30 Go-Live Readiness ..................................................................................................................... 31 End User Training ...................................................................................................................... 32 Control Point 4: Production Readiness Stage Acceptance ........................................................ 33 Production ........................................................................................................................................ 33 Go-Live ...................................................................................................................................... 33 Transition to Client Services ...................................................................................................... 35 Post Go-Live Activities ............................................................................................................... 36 Control Point 5: Production Stage Acceptance ......................................................................... 36 Close .................................................................................................................................................. 37 Phase Closeout .......................................................................................................................... 37 Project Closeout ........................................................................................................................ 38 Control Point 6: Close Stage Acceptance .................................................................................. 39 General Assumptions ....................................................................................................................... 39 Project ............................................................................................................................................... 39 Organizational Change Management ............................................................................................... 40 Resources and Scheduling ................................................................................................................ 40 Data ................................................................................................................................................... 40 Facilities ............................................................................................................................................ 41 Glossary ........................................................................................................................................... 42 PART 4: APPENDICES .............................................................................................................................. 45 Page 268 Item 24. Town of Prosper Tyler Technologies, Inc. Page | iii Conversion ....................................................................................................................................... 45 Court Case Management - Standard ......................................................................................... 45 Enterprise ERP Conversion Summary ............................................................................................... 45 Accounting COA ........................................................................................................................ 45 Accounting - Actuals ................................................................................................................. 45 Accounting - Budgets ................................................................................................................ 45 Accounts Payable Master .......................................................................................................... 45 Accounts Payable - Checks ........................................................................................................ 46 Accounts Payable - Invoices ...................................................................................................... 46 Capital Assets Master ................................................................................................................ 46 General Billing CID ..................................................................................................................... 46 General Billing – Recurring Invoices .......................................................................................... 46 General Billing – Bills ................................................................................................................. 46 Purchase Orders ........................................................................................................................ 46 Payroll ....................................................................................................................................... 46 Payroll – Certifications .............................................................................................................. 47 Payroll – Education ................................................................................................................... 47 Payroll - Deductions .................................................................................................................. 47 Payroll – Accrual Balances ......................................................................................................... 47 Payroll – Accumulators ............................................................................................................. 47 Payroll – Check History ............................................................................................................. 47 Payroll – Earning/Deduction Hist. ............................................................................................. 47 Payroll – Recruiting ................................................................................................................... 47 Payroll – PM Action History ...................................................................................................... 47 Payroll – Position Control .......................................................................................................... 47 Payroll – State Retirement Tables ............................................................................................. 48 Utility Billing .............................................................................................................................. 48 Utility Billing –Backflow ............................................................................................................. 48 Utility Billing –Services .............................................................................................................. 48 Utility Billing –Assessments ....................................................................................................... 48 Utility Billing –Consumption History ......................................................................................... 48 Utility Billing –Balance Forward AR ........................................................................................... 48 Utility Billing – Work Orders ..................................................................................................... 48 Utility Billing –Budget Billing ..................................................................................................... 48 Utility Billing –Flat Inventory/Containers .................................................................................. 49 Additional Appendices .................................................................................................................. 50 Tyler and Client Work Split Assumptions .......................................................................................... 50 Increased Work Split Hours ....................................................................................................... 50 Intentionally left blank. ..................................................................................................................... 50 Project Timeline ............................................................................................................................ 51 ERP Project Timeline ......................................................................................................................... 51 Municipal Justice Timeline ................................................................................................................ 53 Desired Interfaces ............................................................................................................................. 54 Page 269 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 1 Part 1: Executive Summary Project Overview Introduction Tyler Technologies (“Tyler”) is the largest and most established provider of integrated software and technology services focused solely on the public sector. Tyler’s end-to-end solutions empower public sector entities including local, state, provincial and federal government, to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler’s solutions transform how clients gain actionable insights that solve problems in their communities. Project Goals This Statement of Work (“SOW”) documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler and the Town (collectively the “Project”). The overall goals of the project are to: § Successfully implement the contracted scope on time and on budget § Increase operational efficiencies and empower users to be more productive § Improve accessibility and responsiveness to external and internal customer needs § Overcome current challenges and meet future goals § Providing a single, comprehensive, and integrated solution to manage business functions § Streamline business processes through automation, integration, and workflows § Provide a user-friendly user interface to promote system use and productivity § Eliminate redundant data entry Methodology This is accomplished by the Town and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler’s six-stage methodology. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix. Tailored specifically for Tyler’s public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the Town’s complexity and organizational needs. Page 270 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 2 The methodology adapts to both single-phase and multiple-phase projects. To achieve Project success, it is imperative that both the Town and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that the Town and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler’s Implementation process is to employ an iterative model where the Town’s business processes are assessed, configured, validated, and refined cyclically in line with the project budget. This approach is used in multiple stages and work packages as illustrated in the graphic below. The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to complete the Project efficiently and effectively. Page 271 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 3 Part 2: Project Foundation Project Governance Project governance is the management framework within which Project decisions are made. The role of Project governance is to provide a decision-making approach that is logical, robust, and repeatable. This allows organizations to have a structured approach for conducting its daily business in addition to project related activities. This section outlines the resources required to meet the business needs, objectives, and priorities for the Project, communicate the goals to other Project participants, and provide support and guidance to accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change Control review and authority, and Organizational Change Management activities. Throughout the Statement of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation which will further outline responsibilities of different roles in each stage. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The chart below illustrates an overall team perspective where Tyler and the Town collaborate to resolve Project challenges according to defined escalation paths. If project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the Town Steering Committee become the escalation points to triage responses prior to escalation to the Town and Tyler executive sponsors. As part of the escalation process, each Project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution. The Town and Tyler executive sponsors serve as the final escalation point. Page 272 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 4 Project Scope Control Managing Scope and Project Change Project Management governance principles contend that there are three connected constraints on a Project: budget, timeline, and scope. These constraints, known as the “triple constraints” or project management triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the work performed to deliver a product, service or result with the specified features and functions, while time is simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle, the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased, cost and time to complete will also need to increase. The Project and executive teams will need to remain cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this triangle is included here, showing the connection of each item and their relational impact to the overall Scope. A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level of flexibility to incorporate approved changes. Scope and changes within the project will be managed using the change control process outlined in the following section. Change Control It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new constraints or opportunities are discovered). This Project is being undertaken with the understanding that Project scope, schedule, and/or cost may need to change to produce optimal results for stakeholders. Changes to contractual requirements will follow the change control process specified in the final contract, and as described below. Change Request Management Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and delays relative to the schedule, some changes may result in less cost to the Town; for example, the Town may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information: Page 273 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 5 § The nature of the change. § A good faith estimate of the additional cost or associated savings to the Town, if any. § The timetable for implementing the change. § The effect on and/or risk to the schedule, resource needs or resource responsibilities. The Town will use its good faith efforts to either approve or disapprove any Change Request within ten (10) Business Days (or other period as mutually agreeable between Tyler and the Town). Any changes to the Project scope, budget, or timeline must be documented and approved in writing using a Change Request form. These changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in the Statement of Work. Page 274 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 6 Acceptance Process The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each Town office or department designates specific individuals for making decisions on behalf of their offices or departments. Both Tyler and the Town will identify representative project managers. These individuals will represent the interests of all stakeholders and serve as the primary contacts between the two organizations. The coordination of gaining Town feedback and approval on Project deliverables will be critical to the success of the Project. The Town project manager will strive to gain deliverable and decision approvals from all authorized Town representatives. Given that the designated decision-maker for each department may not always be available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy will be the responsibility of the leadership from each Town department. The proxies will be named individuals that have the authorization to make decisions on behalf of their department. The following process will be used for accepting Deliverables and Control Points: § The Town shall have five (5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. If the Town does not provide acceptance or acknowledgement within five (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. § If the Town does not agree the Deliverable or Control Point meets requirements, the Town shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. § Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The Town shall then have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the Town does not provide acceptance within two (2) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. Roles and Responsibilities The following defines the roles and responsibilities of each Project resource for the Town and Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at the Town, but are roles defined within the Project. It is common for individual resources on both the Tyler and Town project teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people. Tyler Roles & Responsibilities Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise. Page 275 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 7 Tyler Executive Manager Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the Project team and collaborates with other Tyler department managers as needed to escalate and facilitate implementation Project tasks and decisions. § Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the Town ’s overall organizational strategy. § Authorizes required Project resources. § Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process. § Acts as the counterpart to the Town ’s executive sponsor. Tyler Implementation Manager § Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler project managers consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with Town management as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. § Assigns Tyler Project personnel. § Provides support for the Project team. § Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources. § Monitors Project progress including progress towards agreed upon goals and objectives. Tyler Project Manager § The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources between departments, management of the Project budget and schedule, effective risk, and issue management, and is the primary point of contact for all Project related items. As requested by the Town, the Tyler Project Manager provides regular updates to the Town Steering Committee and other Tyler governance members. Tyler Project Manager’s role includes responsibilities in the following areas: Contract Management § Validates contract compliance throughout the Project. § Ensures Deliverables meet contract requirements. § Acts as primary point of contact for all contract and invoicing questions. § Prepares and presents contract milestone sign-offs for acceptance by the Town project manager(s). § Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance. Planning § Delivers project planning documents. § Defines Project tasks and resource requirements. § Develops initial Project schedule and Project Management Plan. § Collaborates with the Town project manager(s) to plan and schedule Project timelines to achieve on- time implementation. Page 276 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 8 Implementation Management § Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. § Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget. § Establishes risk/issue tracking/reporting process between the Town and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the Town any items that may impact the outcomes of the Project. § Collaborates with the Town ’s project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project. § Collaborates with the Town ’s project manager(s) to set a routine communication plan that will aide all Project team members, of both the Town and Tyler, in understanding the goals, objectives, status, and health of the Project. Resource Management § Acts as liaison between Project team and Tyler manager(s). § Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. § Provides direction and support to Project team. § Manages the appropriate assignment and timely completion of tasks as defined in the Project Schedule, task list, and Go-Live Checklist. § Assesses team performance and adjusts as necessary. § Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks. Tyler Implementation Consultant § Completes tasks as assigned by the Tyler project manager(s). § Documents activities for services performed by Tyler. § Guides the Town through software validation process following configuration. § Assists during Go-Live process and provides support until the Town transitions to Client Services. § Facilitates training sessions and discussions with the Town and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. § May provide conversion review and error resolution assistance. Tyler Sales § Supports Sales to Implementation knowledge transfer during Initiate & Plan. § Provides historical information, as needed, throughout implementation. § Participates in pricing activities if additional licensing and/or services are needed. Tyler Technical Services § Maintains Tyler infrastructure requirements and design document(s). § Involved in system infrastructure planning/review(s). § Provides first installation of Tyler software with initial database on servers. § Supports and assists the project team with technical/environmental issues/needs. § Deploys Tyler products. Page 277 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 9 § Provides technical training. Tyler SaaS Technicians § Sets up Tyler-hosted servers. § Provides maintenance of hosted server hardware, operating system, and software upgrades. § Provides IT-related services for server environment. § Provides remote technical assistance and tracks issues. § Provides system management and disaster recovery services within hosting services. § Performs Tyler software upgrades through coordination with the Town. Tyler Data Experts § Validates that customer data files are in proper format. § Develops customized conversion programs, as necessary, to convert Legacy System data into the Tyler database for production use according to defined mapping. § Provides error Reports on unsupported data conditions and the merging or normalization of data fields. § Assists the Town with understanding and interpreting error Reports. § Performs changes and corrections to customized conversion programs as the Town completes the data review. § Provides conversion consulting and mapping assistance. Town Roles & Responsibilities Town resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles. Town Executive Sponsor The Town executive sponsor provides support to the Project by providing strategic direction and communicating key issues about the Project and its overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated Project issues. The executive sponsor engages in the Project, as needed, to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day Project activities. The executive sponsor empowers the Town steering committee, project manager(s), and functional leads to make critical business decisions for the Town. § Champions the project at the executive level to secure buy-in. § Authorizes required project resources. § Actively participates in organizational change communications. Town Steering Committee The Town steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation for the Project’s value throughout the organization. The steering committee oversees the Town project manager and Project through participation in regular internal meetings. The Town steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The Town steering committee also serves as primary level of issue resolution for the Project. Page 278 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 10 § Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process. § Attends all scheduled steering committee meetings. § Provides support for the project team. § Assists with communicating key project messages throughout the organization. § Prioritizes the project within the organization. § Ensures the project staffed appropriately and that staff have necessary resources. § Monitors project progress including progress towards agreed upon goals and objectives. § Has the authority to approve or deny changes impacting the following areas: o Cost o Scope o Schedule o Project Goals o Town Policies o Needs of other client projects Town Project Manager The Town shall assign project manager(s) prior to the start of this project with overall responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment. The Town Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the Town project manager(s) do not have the knowledge or authority to make decisions, he or she engages the necessary resources to participate in discussions and make decisions in a timely fashion to avoid Project delays. The Town project manager(s) are responsible for reporting to the Town steering committee and determining appropriate escalation points. Contract Management § Validates contract compliance throughout the project. § Ensures that invoicing and Deliverables meet contract requirements. § Acts as primary point of contact for all contract and invoicing questions. Collaborates on and approves Change Requests, if needed, to ensure proper scope and budgetary compliance. Planning § Reviews and accepts project planning documents. § Defines project tasks and resource requirements for the Town project team. § Collaborates in the development and approval of the project schedule. § Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on-time implementation. Implementation Management § Tightly manages project budget and scope. § Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that scope changes and budget (planned versus actual) are transparent and handled effectively and efficiently. § Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the project schedule as a whole and is also in balance with scope and budget. Page 279 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 11 § Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process between the Town and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to Tyler any items that may impact the outcomes of the project. § Collaborates with Tyler project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project. § Routinely communicates with both the Town staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the project by all team members. § Manages the requirements gathering process and ensure timely and quality business requirements are being provided to Tyler. Resource Management § Acts as liaison between project team and stakeholders. § Identifies and coordinates all Town resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices. § Provides direction and support to project team. § Builds partnerships among the various stakeholders, negotiating authority to move the project forward. § Manages the appropriate assignment and timely completion of tasks as defined. § Assesses team performance and takes corrective action, if needed. § Provides guidance to Town technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. § Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project tasks. § Ensures that users have appropriate access to Tyler project toolsets as required. § Conducts training on proper use of toolsets. § Validates completion of required assignments using toolsets. Town Functional Leads § Makes business process change decisions under time sensitive conditions. § Communicates existing business processes and procedures to Tyler consultants. § Assists in identifying business process changes that may require escalation. § Contributes business process expertise for Current & Future State Analysis. § Identifies and includes additional subject matter experts to participate in Current & Future State Analysis. § Validates that necessary skills have been retained by end users. § Provides End Users with dedicated time to complete required homework tasks. § Acts as an ambassador/champion of change for the new process and provide business process change support. § Identifies and communicates any additional training needs or scheduling conflicts to the Town project manager. § Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: o Task completion o Stakeholder Meeting o Project Management Plan development o Schedule development o Maintenance and monitoring of risk register Page 280 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 12 o Escalation of issues o Communication with Tyler project team o Coordination of Town resources o Attendance at scheduled sessions o Change management activities o Modification specification, demonstrations, testing and approval assistance o Data analysis assistance o Decentralized end user training o Process testing o Solution Validation Town Power Users § Participate in project activities as required by the project team and project manager(s). § Provide subject matter expertise on the Town business processes and requirements. § Act as subject matter experts and attend Current & Future State Analysis sessions as needed. § Attend all scheduled training sessions. § Participate in all required post-training processes as needed throughout project. § Test all application configuration to ensure it satisfies business process requirements. § Become application experts. § Participate in Solution Validation. § Adopt and support changed procedures. § Complete all deliverables by the due dates defined in the project schedule. § Demonstrate competency with Tyler products processing prior to Go-live. § Provide knowledge transfer to the Town staff during and after implementation. § Participate in conversion review and validation. Town End Users § Attend all scheduled training sessions. § Become proficient in application functions related to job duties. § Adopt and utilize changed procedures. § Complete all deliverables by the due dates defined in the project schedule. § Utilize software to perform job functions at and beyond Go-live. Town Technical Lead § Coordinates updates and releases with Tyler as needed. § Coordinates the copying of source databases to training/testing databases as needed for training days. § Coordinates and adds new users, printers and other peripherals as needed. § Validates that all users understand log-on process and have necessary permission for all training sessions. § Coordinates interface development for Town third party interfaces. § Develops or assists in creating reports as needed. § Ensures on-site system meets specifications provided by Tyler. § Assists with software installation as needed. § Extracts and transmits conversion data and control reports from the Town’s legacy system per the conversion schedule set forth in the project schedule. Page 281 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 13 Town Upgrade Coordination § Becomes familiar with the software upgrade process and required steps. § Becomes familiar with Tyler’s releases and updates. § Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the Town’s software upgrade process. § Assists with the software upgrade process during implementation. § Manages software upgrade activities post-implementation. § Manages software upgrade plan activities. § Coordinates software upgrade plan activities with Town and Tyler resources. § Communicates changes affecting users and department stakeholders. § Obtains department stakeholder acceptance to upgrade production environment. Town Change Management Lead § Validates that users receive timely and thorough communication regarding process changes. § Provides coaching to supervisors to prepare them to support users through the project changes. § Identifies the impact areas resulting from project activities and develops a plan to address them proactively. § Identifies areas of resistance and develops a plan to reinforce the change. § Monitors post-production performance and new process adherence. Page 282 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 14 Part 3: Project Plan Project Stages Work Breakdown Structure The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called “Stages” and the second level components are called “Work Packages”. The work packages, shown below each stage, contain the high-level work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a “Control Point”, confirming the work performed during that stage of the Project has been accepted by the Town. *Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as “Intentionally Left Blank” in Section 6 of the Statement of Work. INITIATE & PLAN PRODUCTION READINESS PREPARE SOLUTION ASSESS & DEFINE PRODUCTION CLOSE 1 2 3 4 5 6 1.1 Initial Coordinatio n 1.4 Stakeholder Planning 1.3 Infrastructure Planning 1.2 Project/Phase Planning 1.5 GIS Planning 2.5 Data Assessment* 2.1 Solution Orientation 2.4 Modification Analysis* 2.3 Conversion Assessment* 2.2 Current & Future State Analysis 3.5 Modification Delivery* 3.1 Initial System Deployment 3.4 Conversion Delivery* 3.3 Process Refinement 3.2 Configuration 3.6 Data Delivery* 4.1 Solution Validation 4.3 End User Training 4.2 Go Live Readiness 5.1 Go Live 5.3 Post Go Live Activities 5.2 Transition to Client Services 6.1 Phase Close Out 6.2 Project Close Out Page 283 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 15 Initiate and Plan The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed. Initial Coordination Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources will be assigned later in the Project as a Project schedule is developed. Tyler provides the Town with initial Project documents used to gather names of key personnel, their functional role as it pertains to the Project, as well as any blackout dates to consider for future planning. the Town gathers the information requested by the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the Town’s team. During this step, Tyler will work with the Town to establish the date(s) for the Project and Phase Planning session. Objectives: § Formally launch the project. § Establish project governance. § Define and communicate governance for Tyler. § Identify Town project team. STAGE 1 Initial Coordination Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Tyler project team is assigned A R C I I I I I I Town project team is assigned A I R I I I Provide initial project documents to the Town A R C C I I Gather preliminary information requested I A R C C C C Sales to implementation knowledge transfer A R I I I I I Create Project Portal to store project artifacts and facilitate communication A R I Page 284 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 16 Inputs Contract documents Statement of Work Outputs/Deliverables Working initial project documents Project portal Work package assumptions: § Project activities begin after the agreement has been fully executed. Project/Phase Planning Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify applications to implement in each Phase (if applicable), and discuss implementation timeframes. During this work package Tyler will work with the Town to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all Town Project team members and the Tyler Project Manager. The meeting provides an opportunity for Tyler to introduce its implementation methodology, terminology, and Project management best practices to the Town’s Project Team. This will also present an opportunity for project managers and Project sponsors to begin to discuss Project communication, metrics, status reporting and tools to be used to measure Project progress and manage change. Tyler will work with the Town Project Team to prepare and deliver the Project Management Plan as an output of the planning meeting. This plan will continue to evolve and grow as the Project progresses and will describe how the project will be executed, monitored, and controlled. During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler will familiarize the Town with these tools during project planning and make them available for review and maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and go-live checklist. STAGE 1 Project/Phase Planning Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Schedule and conduct planning session(s) A R I C C I Page 285 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 17 Develop Project Management Plan A R I C C I Develop initial project schedule A R I I I I I I C C I I C I Inputs Contract documents Statement of Work Guide to Starting Your Project Outputs / Deliverables Acceptance Criteria [only] for Deliverables Project Management Plan Delivery of document Project Operational Plan Delivery of document Initial Project Schedule Town provides acceptance of schedule based on resource availability, project budget, and goals. Work package assumptions: § Town has reviewed and completed the Guide to Starting Your Project document. Infrastructure Planning Procuring required hardware and setting it up properly is a critical part of a successful implementation. This task is especially important for Tyler-hosted/SaaS deployment models. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. Tyler will deploy Software on AWS application server(s). The Town is responsible for the installation and setup of all peripheral devices. Objectives: § Ensure the Town’s infrastructure meets Tyler’s application requirements. § Ensure the Town’s infrastructure is scheduled to be in place and available for use on time. STAGE 1 Infrastructure Planning Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide Infrastructure Requirements and Design Document A R C C I I Initial Infrastructure Meeting A R C C C C Page 286 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 18 *Schedule SaaS Environment Availability A R C I *Schedule Hardware to be Available for Installation I I A R C Schedule Deployment of All Tyler Software A R C I I Infrastructure Audit A R C I C *if applicable, please review the contract/investment summary for details Inputs Initial Infrastructure Requirements and Design Document Outputs / Deliverables Acceptance Criteria [only] for Deliverables Completed Infrastructure Requirements and Design Document Delivery of Document Infrastructure Audit System Passes Audit Criteria Stakeholder Meeting Communication of the Project planning outcomes to the Town Project team, executives and other key stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain commitment, and instill confidence in the Town team. During the meeting, the goals and objectives of the Project will be reviewed along with detail on Project scope, implementation methodology, roles and responsibilities, Project timeline and schedule, and keys to Project success. Objectives: § Formally present and communicate the project activities and timeline. § Communicate project expectations. STAGE 1 Stakeholder Meeting Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Create Stakeholder Meeting Presentation I A R I I I I C I Review Stakeholder Meeting Presentation I C A R C Perform Stakeholder Meeting Presentation I A R I I I I C I I I I I I Page 287 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 19 Inputs Agreement SOW Project Management Plan Outputs / Deliverables Acceptance Criteria [only] for Deliverables Stakeholder Meeting Presentation Work package assumptions: § None Intentionally left blank. Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this stage includes completion of all criteria listed below. Note: Advancement to the Assess & Define stage is not dependent upon Tyler’s receipt of this stage acceptance. Initiate & Plan Stage Deliverables: § Project Management Plan § Initial Project Schedule Initiate & Plan stage acceptance criteria: § All stage deliverables accepted based on acceptance criteria previously defined § Project governance defined § Project portal made available to the Town § Stakeholder meeting complete Assess & Define The Assess & Define stage will provide an opportunity to gather information related to current Town business processes. This information will be used to identify and define business processes utilized with Tyler software. The Town collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in analysis, understanding current workflows and business processes. Solution Orientation The Solution Orientation provides the Project stakeholders a high-level understanding of the solution functionality prior to beginning the current and future state analysis. The primary goal is to establish a foundation for upcoming conversations regarding the design and configuration of the solution. Tyler utilizes a variety of tools for the Solution Orientation, focusing on Town team knowledge transfer such as: eLearning, documentation, or walkthroughs. The Town team will gain a better understanding of the major processes and focus on data flow, the connection between configuration options and outcome, integration, and terminology that may be unique to Tyler’s solution. Page 288 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 20 Objectives: § Provide a basic understanding of system functionality. § Prepare the Town for current and future state analysis. STAGE 2 Solution Orientation Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide pre-requisites A R I I I I I Complete pre-requisites A R C C Conduct orientation A R I I I I I Inputs Solution orientation materials Training Plan Current & Future State Analysis The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process changes that will be achieved with the new system. The Town and Tyler will evaluate current state processes, options within the new software, pros and cons of each based on current or desired state and make decisions about the future state configuration and processing. This may occur before or within the same timeframe as the configuration work package. The options within the new software will be limited to the scope of this implementation and will make use of standard Tyler functionality. The Town will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the Town’s responsibility to verify that in-scope requirements are being met throughout the implementation if functional requirements are defined as part of the contract. The following guidelines will be followed when evaluating if a modification to the product is required: § A reasonable business process change is available. § Functionality exists which satisfies the requirement. § Configuration of the application satisfies the requirement. § An in-scope modification satisfies the requirement. Requirements that are not met will follow the agreed upon change control process and can have impacts on the project schedule, scope, budget, and resource availability. STAGE 2 Current & Future State Analysis Page 289 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 21 Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Current State process review A R I I I C C C C C Discuss future-state options A R C C C C C C C C Make future-state decisions C C C C C A R I C C Document anticipated configuration options required to support future state A R C C C I I I I I Inputs Town current state documentation Solution Orientation completion Outputs / Deliverables Acceptance Criteria [only] for Deliverables Documentation that describes future-state decisions and configuration options to support future-state decisions. Delivery of document Work package assumptions: § Town attendees possess sufficient knowledge and authority to make future state decisions. § The Town is responsible for any documentation of current state business processes. § The Town can effectively communicate current state processes. Data Assessment Given the completion of the Current & Future State Analysis, the Data Assessment will provide the implementation team the design for data delivery prior to configuration. The data Assessment will also allow the Tyler and the Town teams to identify the data that will be configured within the Tyler System. The team will develop and map out dataset structures to ensure that data is structured in a way that allows maximum utility. The teams will review any existing data publish and metadata standards for the Town’s current data program to determine any necessary adjustments or configuration needs. Finally, the implementation team develops data workflows to map data from the source system(s) into the Tyler system, discussing any additional data requirements as needed. Objectives: Page 290 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 22 § Communicate a common understanding of the project goals with respect to data. § Ensure complete and accurate source data is available for review/transfer. § Map the data from the source to the Tyler system. § Document the data conversion/loading approach. STAGE 2 Data Conversion Assessment Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Extract Data from Source Systems I C A R Complete Data Analysis/Mapping A R C C I C C I Review and Scrub Source Data I I I A R C I Build/Update Data Conversion Plan R C C C I I I I Inputs Town Source data Town Source data Documentation (if available) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Data Conversion Plan built/updated (if applicable} Town Acceptance of Data Conversion Plan, if Applicable Town acceptance of Solution Design Document Work package assumptions: § Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format. § Tyler will work with the Town representatives to identify business rules before writing the conversion. § Town subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort. Conversion Assessment Data Conversions are a major effort in any software implementation. Tyler’s conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler Page 291 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 23 system. The first step in this process is to perform an assessment of the existing (“legacy”) system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders. Objectives: § Communicate a common understanding of the project goals with respect to data. § Ensure complete and accurate source data is available for review/transfer. § Map the data from the source to the Tyler system. § Document the data conversion/loading approach. STAGE 2 Data Conversion Assessment Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Extract Data from Source Systems I C A R Review and Scrub Source Data I I I A R C I Build/Update Data Conversion Plan R C C C I I I I Inputs Town Source data Town Source data Documentation (if available) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Data Conversion Plan built/updated Town Acceptance of Data Conversion Plan, if Applicable Work package assumptions: § Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format. § Tyler will work with the Town representatives to identify business rules before writing the conversion. § Town subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort. Page 292 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 24 Intentionally left blank. Intentionally left blank. Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Note: Advancement to the Prepare Solution Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Assess & Define Stage Deliverables: § Documentation of future state decisions and configuration options to support future state decisions. § Modification specification document. § Assess & Define Stage Acceptance Criteria: § All stage deliverables accepted based on criteria previously defined. § Solution Orientation is delivered. § Conversion data extracts are received by Tyler. § Data conversion plan built. Prepare Solution During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by the Town against future state decisions defined in previous stages and processes refined as needed to ensure business requirements are met. Initial System Deployment The timely availability of the Tyler Solution is important to a successful Project implementation. The success and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler Software on an approved network and infrastructure. Delays in executing this work package can affect the project schedule. Objectives: § All Tyler software is deployed and operational. § The Town can access the software. STAGE 3 Initial System Deployment Tyler Town Page 293 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 25 RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Prepare hosted environment A R I C Install Tyler Software with Initial Database on Server(s) for Included Environments A R I C Install Tyler Software on Town Devices (if applicable) I C A R Tyler System Administration Training A R I C Outputs / Deliverables Acceptance Criteria [only] for Deliverables Tyler Software is Deployed on AWS Server(s) Software is accessible Tyler Software is Installed on Town Devices (if applicable) Software is accessible Installation Checklist/System Document System meets prescribed checklist Infrastructure Design Document (C&J) Work package assumptions: § The most current available version of the Tyler Software will be deployed. § The Town will provide network access for Tyler applications, printers, and Internet access to all applicable Town and Tyler Project staff. Configuration The purpose of Configuration is to prepare the software product for validation. Tyler staff collaborates with the Town to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. The Town collaborates with Tyler staff iteratively to validate software configuration. Objectives: Page 294 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 26 § Software is ready for validation. § Educate the Town Power User how to configure and maintain software. § Prepare standard interfaces for process validation (if applicable). STAGE 3 Configuration Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct configuration training A R I C C Complete Tyler configuration tasks (70/30 Work Split) A R I I I Complete Town configuration tasks (where applicable) I C A R C Standard interfaces configuration and training A R C I C C C Updates to Solution Validation testing plan C R A C C C Inputs Documentation that describes future state decisions and configuration options to support future state decisions. Outputs / Deliverables Acceptance Criteria [only] for Deliverables Configured System Work package assumptions: § Tyler provides guidance for configuration options available within the Tyler software. The Town is responsible for making decisions when multiple options are available. Process Refinement Tyler will educate the Town users on how to execute processes in the system to prepare them for the validation of the software. The Town collaborates with Tyler staff iteratively to validate software configuration options to support future state. Objectives: Page 295 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 27 § Ensure that the Town understands future state processes and how to execute the processes in the software. § Refine each process to meet the business requirements. § Validate standard interfaces, where applicable. § Validate forms and reports, where applicable. STAGE 3 Process Refinement Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct process training A R I C I C Confirm process decisions I C A R C I C Test configuration I C A R C Refine configuration (Town Responsible) I C A R C Refine configuration (Tyler Responsible 70/30 Work Split) A R I I I Validate interface process and results I C C A R C C Update Town- specific process documentation (if applicable) I C A R C Updates to Solution Validation testing plan C R A R C C Inputs Initial Configuration Documentation that describes future state decisions and configuration options to support future state decisions. Solution validation test plan Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated solution validation test plan Completed Town-specific process documentation (completed by Town) Page 296 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 28 Work package assumptions: § None Conversion Delivery The purpose of this task is to transition the Town’s data from their source (“legacy”) system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A well- executed data conversion is key to a successful cutover to the new system(s). With guidance from Tyler, the Town will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the Town to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail. Objectives: § Data is ready for production (Conversion). STAGE 3 Data Delivery & Conversion Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Page 297 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 29 Provide data crosswalks/code mapping tool A C R I I I Populate data crosswalks/code mapping tool I C C A R C Iterations: Conversion Development A C R I I Iterations: Deliver converted data A R I I I Iterations: Proof/Review data and reconcile to source system C C C A R C C Inputs Data Conversion Plan Configuration Outputs / Deliverables Acceptance Criteria [only] for Deliverables Code Mapping Complete / Validated Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass Work package assumptions: § The Town will provide a single file layout per source system as identified in the investment summary. § Tyler will provide guidance on what tables need to be extracted for each data conversion. § The Town subject matter experts and resources most familiar with the current data will be involved in the data conversion effort. § The Town project team will be responsible for completing the code mapping activity, with assistance from Tyler. Intentionally left blank. Intentionally left blank. Control Point 3: Prepare Solution Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below in each Work Package. Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Prepare Solution Stage Deliverables: § Tyler software is deployed. Page 298 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 30 § Installation checklist/system document. § Conversion iterations and reviews complete. Prepare Solution Stage Acceptance Criteria: § All stage deliverables accepted based on criteria previously defined. § Software is configured. § Solution validation test plan has been reviewed and updated if needed. Production Readiness Activities in the Production Readiness stage will prepare the Town team for go-live through solution validation, the development of a detailed go-live plan and end user training. A readiness assessment will be conducted with the Town to review the status of the project and the organizations readiness for go-live. Solution Validation Solution Validation is the end-to-end software testing activity to ensure that the Town verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use. Objectives: § Validate that the solution performs as indicated in the solution validation plan. § Ensure the Town organization is ready to move forward with go-live and training (if applicable). STAGE 4 Solution Validation Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Update Solution Validation plan A R C C C C Update test scripts (as applicable) C R C A R C Perform testing C C C A R C Document issues from testing C C C A R C Perform required follow- up on issues A R C C C C Inputs Solution Validation plan Completed work product from prior stages (configuration, business process, etc.) Page 299 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 31 Outputs / Deliverables Acceptance Criteria [only] for Deliverables Solution Validation Report Town updates report with testing results Work package assumptions: § Designated testing environment has been established. § Testing includes current phase activities or deliverables only. Go-Live Readiness Tyler and the Town will ensure that all requirements defined in Project planning have been completed and the Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying risks or actions items to be addressed to ensure the Town has considered its ability to successfully Go-Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the Town will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go-Live week will be planned in detail and communicated to Project teams. Objectives: § Action plan for go-live established. § Assess go-live readiness. § Stakeholders informed of go-live activities. STAGE 4 Go-Live Readiness Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Perform Readiness Assessment I A R C C I C I I I I I I Conduct Go-Live planning session A R C C C C C C C Order peripheral hardware (if applicable) I A R C Confirm procedures for Go-Live issue reporting & resolution A R I I I I C C I I I I I Develop Go-Live checklist A R C C C C I C C Final system infrastructure review (where applicable) A R C C Page 300 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 32 Inputs Future state decisions Go-live checklist Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated go-live checklist Updated Action plan and Checklist for go-live delivered to the Town Work package assumptions: § None End User Training End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities. Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic also known as “Pilot Training”. Town users who attended the Tyler Pilot Training sessions will then train the other End users. Additional Tyler led End User Training sessions may be contracted at the applicable rates for training. Tyler will provide standard application documentation for the general use of the software. It is not Tyler’s responsibility to develop Town specific business process documentation. Town-led training labs using Town specific business process documentation if created by the Town can be added to the regular training curriculum, enhancing the training experiences of the end users. Objectives: § End users are trained on how to use the software prior to go-live. § The Town is prepared for on-going training and support of the application. STAGE 4 End User Training Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Update training plan A R C C I C End User training (Tyler- led) A R C C C I C C C Train-the-trainer A R C C C I C End User training (Town- led) C R A R I C C C Page 301 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 33 Inputs Training Plan List of End Users and their Roles / Job Duties Configured Tyler System Outputs / Deliverables Acceptance Criteria [only] for Deliverables End User Training Town signoff that training was delivered Work package assumptions: § The Town project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes. § Tyler will work with the Town as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of Town departments. § The Town will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler). Control Point 4: Production Readiness Stage Acceptance Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler’s receipt of the stage acceptance. Production Readiness stage deliverables: § Solution Validation Report. § Update go-live action plan and/or checklist. § End user training. Production Readiness stage acceptance criteria: § All stage deliverables accepted based on criteria previously defined. § Go-Live planning session conducted. Production Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the Town will follow the comprehensive action plan laid out during Go-Live Readiness to support go-live activities and minimize risk to the Project during go-live. Following go- live, Tyler will work with the Town to verify that implementation work is concluded, post go-live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software. Go-Live Following the action plan for Go-Live, defined in the Production Readiness stage, the Town and Tyler will complete work assigned to prepare for Go-Live. The Town provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, the Town manually enters any data added to the Legacy System after final data extract into the Tyler system. Page 302 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 34 Tyler staff collaborates with the Town during Go-Live activities. The Town transitions to Tyler software for day-to day business processing. Some training topics are better addressed following Go-Live when additional data is available in the system or based on timing of applicable business processes and will be scheduled following Go-Live per the Project Schedule. Objectives: § Execute day to day processing in Tyler software. § Town data available in Production environment. STAGE 5 Go-Live Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide final source data extract C C A R Final source data pushed into production environment A C R I C C C Proof final converted data C C C A R C Complete Go-Live activities as defined in the Go-Live action plan C C C A R C I C Provide Go-Live assistance A R C C I C C I C I C Inputs Comprehensive Action Plan for Go-Live Final source data Outputs / Deliverables Acceptance Criteria [only] for Deliverables Data is available in production environment Town confirms data is available in production environment Work package assumptions: § The Town will complete activities documented in the action plan for Go-Live as scheduled. § External stakeholders will be available to assist in supporting the interfaces associated with the Go- Live live process. Page 303 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 35 § The Town business processes required for Go-Live are fully documented and tested. § The Town Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live. § The Town Project Team and Power User’s provide business process context to the end users during Go-Live. § The Tyler Go-Live support team is available to consult with the Town teams as necessary. § The Tyler Go-Live support team provides standard functionality responses, which may not be tailored to the local business processes. Transition to Client Services This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition of the Town onto the Tyler Client Services team, who provides the Town with assistance following Go-Live, officially transitioning the Town to operations and maintenance. Objectives: § Ensure no critical issues remain for the project teams to resolve. § Confirm proper knowledge transfer to the Town teams for key processes and subject areas. STAGE 5 Transition to Client Services Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Transfer Town to Client Services and review issue reporting and resolution processes I I A I I R I I C C C Review long term maintenance and continuous improvement A R C C C Inputs Open item/issues List Outputs / Deliverables Acceptance Criteria [only] for Deliverables Client Services Support Document Work package assumptions: Page 304 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 36 § No material project issues remain without assignment and plan. Post Go-Live Activities Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state. Objectives: § Schedule activities that are planned for after Go-Live. § Ensure issues have been resolved or are planned for resolution before phase or project close. STAGE 5 Post Go-Live Activities Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Schedule contracted activities that are planned for delivery after go-live A R C C C C I C C I C C Determine resolution plan in preparation for phase or project close out A R C C C I C C I C Inputs List of post Go-Live activities Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated issues log Work package assumptions: § System is being used in a live production state. Control Point 5: Production Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below: § Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance. § Converted data is available in production environment. Page 305 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 37 Production Stage Acceptance Criteria: § All stage deliverables accepted based on criteria previously defined. § Go-Live activities defined in the Go-Live action plan completed. § Client services support document is provided. Close The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The Town transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services). Phase Closeout This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the Town for systems implemented in the Phase. Objectives: § Agreement from Tyler and the Town teams that activities within this phase are complete. STAGE 6 Phase Close Out Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Reconcile project budget and status of contract Deliverables I A R I I C Hold post phase review meeting A R C C C C C C C C C Release phase- dependent Tyler project resources A R I I Participants Tyler Town Project Leadership Project Manager Project Manager Project Sponsor(s) Implementation Consultants Functional Leads, Power Users, Technical Leads Technical Consultants (Conversion, Deployment, Development) Page 306 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 38 Client Services Inputs Contract Statement of Work Project artifacts Outputs / Deliverables Acceptance Criteria [only] for Deliverables Final action plan (for outstanding items) Reconciliation Report Post Phase Review Work package assumptions: § Tyler deliverables for the phase have been completed. Project Closeout Completion of this work package signifies final acceptance and formal closing of the Project. At this time the Town may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution. Objectives: § Confirm no critical issues remain for the project teams to resolve. § Determine proper knowledge transfer to the Town teams for key processes and subject areas has occurred. § Verify all deliverables included in the Agreement are delivered. STAGE 6 Project Close Out Tyler Town RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct post project review A R C C C C C C C C C Deliver post project report to Town and Tyler leadership I A R I I C Release Tyler project resources A R I I Page 307 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 39 Inputs Contract Statement of Work Outputs / Deliverables Acceptance Criteria [only] for Deliverables Post Project Report Town acceptance; Completed report indicating all project Deliverables and milestones have been completed Work package assumptions: § All project implementation activities have been completed and approved. § No critical project issues remain that have not been documented and assigned. § Final project budget has been reconciled and invoiced. § All Tyler deliverables have been completed. Control Point 6: Close Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Close Stage Deliverables: § Post Project Report. Close Stage Acceptance Criteria: § Completed report indicating all Project deliverables and milestones have been completed. General Assumptions Tyler and the Town will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process. Project § Project activities will begin after the Agreement has been fully executed. § The Town Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go-live date, as outlined in the Project Schedule. § Sessions will be scheduled and conducted at a mutually agreeable time. § Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process. § Tyler will provide a written agenda and notice of any prerequisites to the Town project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on- site or remote sessions, as applicable. Page 308 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 40 § Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, the Town is responsible for making decisions based on the options available. § Implementation of new software may require changes to existing processes, both business and technical, requiring the Town to make process changes. § The Town is responsible for defining, documenting, and implementing their policies that result from any business process changes. Organizational Change Management Unless otherwise contracted by Tyler, the Town is responsible for managing Organizational Change. Impacted Town resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted Town resources understand the value of the change, and why they are being asked to change. Resources and Scheduling § Town resources will participate in scheduled activities as assigned in the Project Schedule. § The Town team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule. § Tyler and the Town will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. § Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled. § Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process. § The Town will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy-in, and knowledge. § The Town makes timely Project related decisions to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions. § The Town will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule. § The Town will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members. § For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee. Data § Data will be converted as provided and Tyler will not create data that does not exist. § The Town is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data. § Tyler will work closely with the Town representatives to identify business rules before writing the conversion. The Town must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion. Page 309 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 41 § All in-scope source data is in data extract(s). § Each legacy system data file submitted for conversion includes all associated records in a single approved file layout. § The Town will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect. § The Town Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler. § The Town is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.) Facilities § The Town will provide dedicated space for Tyler staff to work with Town resources for both on-site and remote sessions. If Phases overlap, Town will provide multiple training facilities to allow for independent sessions scheduling without conflict. § The Town will provide staff with a location to practice what they have learned without distraction. Page 310 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 42 Glossary Word or Term Definition Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria. Accountable The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI] Application A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user. Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products Agreement This executed legal contract that defines the products and services to be implemented or performed. Business Process The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function. Business Requirements Document A specification document used to describe Client requirements for contracted software modifications. Change Request A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties. Change Management Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes Code Mapping [where applicable] An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue]. Consulted Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI] Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met. Data Mapping [where applicable] The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system. Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages. Go-Live The point in time when the Client is using the Tyler software to conduct daily operations in Production. Informed Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI] Page 311 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 43 Infrastructure The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software. Interface A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system. Integration A standard exchange or sharing of common data within the Tyler system or between Tyler applications Legacy System The software from which a client is converting. Modification Custom enhancement of Tyler’s existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement. On-site Indicates the work location is at one or more of the client’s physical office or work environments. Organizational Change The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization. Output A product, result or service generated by a process. Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer. Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go-Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned. Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases. RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process. Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I). Remote Indicates the work location is at one or more of Tyler’s physical offices or work environments. Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI] Scope Products and services that are included in the Agreement. Page 312 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 44 Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies. Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project. Standard Software functionality that is included in the base software (off- the-shelf) package; is not customized or modified. Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities, services, and Deliverables. System The collective group of software and hardware that is used by the organization to conduct business. Test Scripts The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario. Training Plan Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system. Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program, or product is working as expected. Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down into smaller, more manageable components. Work Package A group of related tasks within a project. Page 313 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 45 Part 4: Appendices Conversion Court Case Management - Standard § Name Information (Defendant, Address, Physical Attributes, Identification Numbers, Phone Numbers) § Vehicle Information (Tag Number, Make, Model, Style, Color, VIN) § Officer Information (Officer Name, Badge Number, Rank, Email) § Offense Code Information (Offense Code, Offense Description, Statute/Ordinance) § Case Information (Citation Number, Case Officer, Violation Date, Violation Location, PD Case Number, Docket Number, Comments) § Witness Information (Witness Type, Subpoena Date) § Disposition Information (Case Status, Plea, Judge, Court Location, Conviction Date, Plea Date, Attorney) § Conversion History Information (Read only format) § Payment Information (Fines/Fees assessed, Fines/Fees Paid, Non-Cash payments, Receipt Number, Payment Date, Payment Amount) § Warrant Information (Warrant Type, Issue Date, Served Date, Canceled/Recalled Date, Region Number, Status, Comments, Officer Assigned) – available only when associated with a citation § Bond Information (Bond Type, Posted Date, Applied/Refunded/Forfeited Date, Bond Number, Posted By, Bond Amount, Status) § Payment Plan Information (Initial Payment Amount, Payment Date, Next Payment Date, Next Payment Amount) - Tyler will need a copy of the Payment Plan data to determine if the data is clean enough to convert. Enterprise ERP Conversion Summary Accounting COA § Chart of Accounts segments, objects, character codes, project codes (if applicable), organization codes (if applicable), control accounts budget rollups, fund attributes, due to/due from accounts § Requires the use of a Tyler provided spreadsheet for design and entry of the data to be converted Accounting - Actuals § Summary account balances § Up to 3 years Accounting - Budgets § Original budget, budget adjustments, revised budget summaries for accounts § Up to 3 years Accounts Payable Master § Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers § Multiple remittance addresses Page 314 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 46 § Year-to-date 1099 amounts Accounts Payable - Checks § Check header data including vendor, warrant, check number, check date, overall check amount, GL cash account and clearing information § Check detail data including related document and invoice numbers for each check § Up to 5 years Accounts Payable - Invoices § Invoice header data containing general information for the invoice § Invoice detail data containing line-specific information for the invoice § Up to 5 years Capital Assets Master § Asset description, status, acquisition quantity, date and amount, codes for asset class, subclass, department, custodian, flags for capitalization and depreciation, estimated life, serial number, model, model year, depreciation method, life-to-date depreciation amount, last depreciation date, disposal information (if any), purchase information, if any (vendor, PO, Invoice) General Billing CID § Customer information General Billing – Recurring Invoices § General Billing Invoices that are sent on a regular basis § Header records with general information about the invoice § Detail records with line-specific information General Billing – Bills § 5 years of open and closed invoices § General Ledger information so open invoices can be processed in Enterprise ERP Purchase Orders § Open purchase orders header data including vendor, buyer, date, accounting information, etc. § Open purchase orders detail data including line item descriptions, quantities, amounts, etc. Payroll § Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e- address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and account information Page 315 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 47 Payroll – Certifications § Certification area and certification type codes, certification number and effective date, expiration date, and required-by date, codes for certification level and subjects Payroll – Education § Codes, for institution, type of degree, and area(s) of study Payroll - Deductions § Employee Deductions - including employee ID, deduction codes, tax information, and direct deposit information Payroll – Accrual Balances § Employee Accrual Balances including Vacation, Holiday, and other Leave balances § Start of year balance, earned to date, used to date Payroll – Accumulators § YTD, QTD, MTD amounts for employee pay and deductions § Needed for mid-calendar-year go-live § May not be needed if converting earnings/deductions history § Up to 5 years Payroll – Check History § Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date. Payroll – Earning/Deduction Hist. § Up to 5 years, additional years must be quoted. Earning and deduction history broken down my individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums the check history in opt 4. Payroll – Recruiting § Application requisition applicant master data, plus applicant references, certifications, education, skills, tests, work history, and interviews Payroll – PM Action History § A variety of Personnel actions, such as job or salary changes and dates these events occurred. § Up to 5 years Payroll – Position Control § Position, description, status, job code, bargaining group, location, number of employees allowed for each, FTE percentage, GL account, and max/min grade and step Page 316 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 48 Payroll – State Retirement Tables § Specific state-required data, plus related service years information, when appropriate § Not needed for TMRS Utility Billing § Account Master data including previous and current customer owner information- address info, phone, fax, SSN number, FID number, account status, parcel number, location street, apartment, city, state, zip, book number, read sequence, account start and end date, EFT bank information Utility Billing –Backflow § Account information, backflow device information, backflow type, and backflow violations Utility Billing –Services § Current service codes, service status, type, factor, condo units, bill cycle codes, , current deposits held on account including unpaid deposit amounts, winter usage, current meter(s) associated with service, meter readings( current and previous), meter usage (current and previous) and sales tax information. Utility Billing –Assessments § Assessments are improvement costs that are spread across to property owner § Utility Billing conversion option 4 (balance forward AR) must also be purchased in order to convert assessments Utility Billing –Consumption History § History of meter readings, usage, read dates, usage days, bill amounts, bill dates, read codes § Up to 5 years Utility Billing –Balance Forward AR § Account balance forward information converted as total amount due. If the Town’s business practices require current due and past due bills this can be broken into three balance forward bills (current balance due and up to two past due balance bills). These can be converted to one balance forward charge code or separate balance forward charge codes and converted to the account/customer if the Town’s legacy data contains this information. § If late penalties will be applied in Enterprise ERP after the conversion, balance forward amounts must be converted by charge code Utility Billing – Work Orders § Work Orders data associated with accounts, including meter repairs, checks for leaky meter, reread a meter due to high reading Utility Billing –Budget Billing § Converts information for budget average billing by account, customer, and service. Legacy data must include: calculated budget amount by service; number of periods remaining until plan renews; Page 317 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 49 budget plan balance/credit amount, broken out by service/customer; additional amortized amount by service. Utility Billing –Flat Inventory/Containers § Inventory for non-metered items tied to recurring service billing – flat rate is tied to inventory item(s)/item type(s) (vs consumption/usage). Trash/recycling containers, dumpsters, roll off containers, light poles, cable/internet equipment. Page 318 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 50 Additional Appendices Tyler and Client Work Split Assumptions Increased Work Split Hours Additional hours were purchased in this contract to increase the work split from the standard 30% Tyler work effort. Clients have different needs and there are different ways the allocation of these hours can benefit the project. We will work with the client project manager during the planning sessions and project plan development to determine the best use of these hours. Common areas additional hours are used are: • Configuration o Setting and Code configuration o Security and Workflow Building • Data Conversion o Conversion Mapping o Conversion Proofing o Conversion Testing o Imports in lieu of conversion § Formatting files § Building custom templates § Testing imports/Data validation • Training/Documentation o Additional repeat process training o Post Live Assistance § Bank Reconciliation assistance for additional months § Month-end assistance for additional months § Year-end assistance for multiple years § W-2/1099 processing for multiple years o Job aides/quick reference guides o End user training documentation • Testing o Additional parallel processing o Test script building o Integration Testing § Import/Export template building § Import testing § Process validation/documentation All clients have unique needs on a project. By defining the use of these hours during project planning, we have the flexibility to determine the greatest needs of your organization and plan accordingly. At any point in the project, we can revisit the use of these hours and adjust content as needed to support the success of the project. Intentionally left blank. Page 319 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 51 Project Timeline ERP Project Timeline The Project Timeline establishes a target start and end date for each Phase of the Project. The timeline needs to account for resource availability, business goals, size and complexity of the Project, and task duration requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to the Project Stages section of this SOW for information on work packages associated with each stage of the implementation. The following dates may be revised based on the date the Agreement is signed and further refined during the course of the project. Tyler requires up to forty-five (45) days to move from Agreement signing to the Initiate & Plan Stage. Phase Functional Areas Modules Start Date Go-Live Date 1 Financials • Accounting / General Ledger • Accounts Payable • Budgeting • Capital Assets • Cash Management • Contract Management • Project and Grant Accounting • Purchasing • Vendor Access • Accounts Receivable • General Billing • Tyler Cashiering • Assets Mobile • Open Finance • Capital Projects Explorer • ACFR Statement Builder Jan 2023 Jan 2024 System Wide & Implemented in other Phases as applicable • Enterprise Analytics & Reporting o Tyler Reporting Services o ERP Office o HUB • Enterprise Forms Processing • Content Manager Core 2 Court • Criminal Case Manager • Cash Collections • Court Payment Import Interface • Court/Police Third-Party Interface • DMV/Scofflaw Program Interface • Jury Data Import • Output Director • Defense Attorney Access • Virtual Court Oct 2023 April 2024 Page 320 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 52 Phase Functional Areas Modules Start Date Go-Live Date • Online Jury Component • Court Public Access • Dallas Regional Warrant Interface • Municipal Jury Manager • TX Omnibase Non-Compliance Export • Reporting Services • Collection Agency Export Interface o Auto Indexing and Redaction o Access 3a Human Resource Management • Payroll w/ESS • Human Resources • Time & Attendance • Time & Attendance Mobile Access Oct 2023 Oct 2024 3b Human Resources • Talent Management • Recruiting • Risk Management • Employee Expense Reimbursement • Advanced Scheduling • Advanced Scheduling Mobile Access Oct 2024 Feb 2025 4 Utility Billing • Utility Billing CIS • Resident Access • Utility Billing Meter Interface • Tyler Cashiering Jan 2024 Jan 2025 Page 321 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 53 Municipal Justice Timeline Page 322 Item 24. Town of Prosper Tyler Technologies, Inc. Page | 54 Desired Interfaces § - Statement from BAFO: Tyler has proposed its standard interfaces that come out of the as part of its initial response to the Town’s RFP based upon the information it garnered from the RFP. These imports and exports do require a user to review and acknowledge the import and export of files. Tyler has not included any APIs in scope but does have a complete API library available for the Town to procure. Page 323 Item 24. Page 1 of 2 To: Mayor and Town Council From: Leigh Johnson, IT Director Through: Ron K. Patterson, Interim Town Manager Bob Scott, Executive Director of Administrative Services Re: ERP SaaS System Solution Consulting Services Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon authorizing the Interim Town Manager to execute a Professional Services Agreement (PSA) between Sciens, LLC and the Town of Prosper, Texas, related to the implementation and deployment of the Enterprise Resource Planning (ERP) System Solution. Description of Agenda Item: In December of 2022, Sciens performed needs assessment, vendor evaluation, and selection assistance for the Town’s proposed ERP Systems Solution. Sciens also was awarded and is finalizing implementation of consulting services for the Town’s new Tyler EngerGov Enterprise Permitting and Licensing solution. Pending the approval of the Town Council awarding CSP 2022- 53-A for a new ERP System Solution, the staff will be ready to begin a critical multi-year and organization-wide implementation process. Sciens, LLC consulting will provide direct consulting services to assist the Town and staff with a successful full deployment of the ERP solution. I t is anticipated that this engagement will begin in January of 2023 and be completed early in 2025. Budget Impact: This item is pending funding approval of the ERP System Solution CSP 2022-53-A project award. The total cost of that project is $5,754,481.00. The cost for services from Sciens is included in the total project cost. and is $244,800.00 and will be funded with the General Fund. Sciens is an approved contractor on the TIPS national purchasing cooperative, and the Town will use this membership for the procurement purchase of these contracted services. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P. has approved the Agreement as to form and legality. Attached Documents: 1. Professional Services Agreement Town Staff Recommendation: Town staff recommends authorizing the Interim Town Manager to execute a Professional Services Prosper is a place where everyone matters. INFORMATION TECHNOLOGY Page 324 Item 25. Page 2 of 2 Agreement (PSA) between Sciens, LLC, and the Town of Prosper, Texas, related to the implementation and deployment of the Enterprise Resource Planning (ERP) System Solution. Proposed Motion: I move to authorize the Interim Town Manager to execute a Professional Services Agreement (PSA) between Sciens, LLC, and the Town of Prosper, Texas, related to the implementation and deployment of the Enterprise Resource Planning (ERP) System Solution. Page 325 Item 25. 5900 South Lake Forest Drive | Suite 300 | McKinney, Texas 75070 www.sciens.com December 05, 2022 Town of Prosper, Texas Attn: Len McCaw, Technical Project Manager Email: lmccaw@prospertx.gov 250 W. First Street Prosper, TX 75078 Dear Len, Thank you for taking the time last Friday to discuss the next steps for the implementation of the future Enterprise Resource Planning (ERP) system. We appreciate the opportunity to present the Town of Prosper with an updated Scope of Work to provide consultant services for this implementation. Sciens is eager to contribute our expertise and support on this project. Background The Town of Prosper is in the middle of selecting their new ERP system to replace the legacy STW software. They contracted with Sciens to assist them in this process through contract negotiations. Currently, the Town is starting the negotiation process with the development of a BAFO letter and should be finished with a finalized contract by the end of the calendar year. The goal is to start the implementation in January 2023. Outlined below is the Scope of Work for the next phase of this project, the implementation of the selected system. Scope of Work Sciens will work with the Town to ensure that activities critical to the project’s success are planned and executed well, and that sufficient vendor oversight is provided to ensure the project is successful and remains on schedule and budget. The specific tasks performed as part of this project are as follows: PHASE 1 – PROJECT IMPLEMENTATION ASSESSMENT & PLANNING In Phase 1, the Sciens team will assist the Town with implementation management of the new system, including project planning and governance, vendor supervision, and expert guidance during each module’s business process analysis. Complex, technical projects are prone to failure; however, that failure is largely due to inadequate or insufficient project planning and management. While the vendor typically provides a project manager, their mission is to represent the interests of the vendor, not the Town; and, the project typically is larger than the scope being overseen by the vendor. Sciens will work with the Town to ensure that activities critical to the project’s success are planned and executed well, and that sufficient vendor oversight is provided to ensure the project is successful and remains on schedule and budget. The specific tasks performed as part of this project are as follows: • Review Vendor SOW & GANTT: Conduct a review of the vendor submitted Statement of Work and Project GANTT and other project related documents. Subsequent to review, provide the Town with a summary of concerns and risks. Page 326 Item 25. 5900 South Lake Forest Drive | Suite 300 | McKinney, Texas 75070 www.sciens.com • Implementation Governance: Assist the Town with establishment of a project steering committee that govern the implementation of the new system and ensure that all stakeholders/users have a voice in the new system definition. • Establish Project Teams: Assist the Town with identification of roles to be filled on the project teams, by phase, including subject matter experts (SMEs), business leads and IT leads. Provide characteristics of individuals that make strong, successful team members. • GIS Planning: Sciens will work with the Town to review the current state of GIS readiness for the ERP system, identify gap areas, define the timeline for closing gaps, and identify resources assigned responsibility for closing the gaps. • Change Management Planning: Sciens will work with the Town to develop a change management plan that focuses on clear communications and maintaining a positive perception of the system change for the duration of the project. • Data Conversion Planning: Sciens will work with the Town and Vendor to develop a data conversion plan detailing data sources, resources required, validation and testing methods, schedules. • End User Training Planning: Sciens will work with the Town and Vendor to develop a training plan detailing (a) required training by user group, (b) timing, and (c) logistical requirements. • Risk Mitigation Planning: Sciens will work with the Town to identify Vendor- dependent (e.g., data conversion) and non-Vendor-dependent (e.g., Town resources availability) project risks. Create a project risk register which the Project Management team will use to identify the probability of risks occurring, potential impact on the project (including dependencies), mitigation actions to be taken, and assignment of resources responsible for mitigation. • Comprehensive Project Implementation Planning: Sciens will work with the Town and the Vendor to conduct upfront project planning and define the Vendor’s Project Plan. This will include a review of materials, conference calls and onsite participation in the kickoff and negotiation of the Plan. The Plan and GANTT will include both vendor activity (e.g., system installation, configuration, data conversion, training) and non-vendor activity (e.g., change management, infrastructure setup, risk management planning, disaster recovery planning) required to make the project successful. PHASE 2 – PROJECT IMPLEMENTATION MANAGEMENT SUPPORT In Phase 2, the Sciens team will assist the Town with implementation management of the project, including Project Plan and GANTT execution and vendor supervision for the Finance, Human Resources and Utility Billing modules of the Tyler Munis system. Phase 2 will be executed through onsite project management meetings occurring every quarter (on average); and, offsite project management activities, including regular weekly conference calls with the Town’s Project Management Team and separate calls with the Vendor. Specifically, this include: Page 327 Item 25. 5900 South Lake Forest Drive | Suite 300 | McKinney, Texas 75070 www.sciens.com • Onsite Project Management Meetings: Regular Onsite Reviews, coordinated with both the Town and the Vendor, to monitor execution of the Project Plan, do a comprehensive review of tasks (from the GANTT) completed during the preceding period, identify changes in practices required moving forward, and the upcoming tasks and assignments to ensure success. • Ongoing Remote Vendor Management Support: Assist the Town in active management of the vendor and its execution of the project over the project implementation by actively participating in weekly Vendor Management Calls for the duration of the project to assist with keeping tasks and resources on schedule; includes review of the overall project, progress against both schedule and budget, and review of Risk Register and Change Management requests. Project Team and Timeframe Project Team The Sciens team will be led by Sarah Martin with advisory oversight from Steven Barcey and Ernest Pages. Project Timeframe It is expected that the implementation of the selected system will take in total 24 months to complete per Tyler’s initial project schedule. Sciens will provide ongoing project/vendor management support for the duration of the actual implementation period of the Tyler Munis system. Costs We will perform the Project Phases as outlined below: Phase Activity Hours Fees Expenses Total ERP System Implementation Support 1 Comprehensive Project Implementation Planning (Billed One-Time) 88 $ - $ - $ - 2A Ongoing Remote Vendor Management Support (Billed Monthly, Per Module*) 28 $ 6,300 $ - $ 6,300 2B Project Management – Onsite Project Review Meetings (2.5 Days, Billed per Trip) 20 $ 4,500 $ - $ 4,500 *As there is overlap in Tyler’s project plan of the implementation of the core modules (e.g., Finance, HR, UB), Sciens will support the Town with all module implementation by charging on a per module, per month basis as they occur. The initial estimated Tyler Munis project schedule is as follows: Module Timeframe Finance January 2023 – January 2024 HR (Payroll) October 2023 – October 2024 Utility Billing January 2024 – January 2025 Monthly Billing Estimates Sciens’ monthly billing schedule for these services is detailed on the next page for an estimated 24-month project. These are estimates as to when onsite meetings would occur (approximately twice per year) and individual modules start/finish. Page 328 Item 25. 5900 South Lake Forest Drive | Suite 300 | McKinney, Texas 75070 www.sciens.com Month Activity Associated Fees Ongoing Comprehensive Project Implementation Planning $0 1 January 2023 • Ongoing Remote Vendor Management Support (Finance) $6,300 2 February 2023 • Ongoing Remote Vendor Management Support (Finance) $6,300 3 March 2023 • Ongoing Remote Vendor Management Support (Finance) • Onsite Project Review Meeting $6,300 $4,500 4 April 2023 • Ongoing Remote Vendor Management Support (Finance) $6,300 5 May 2023 • Ongoing Remote Vendor Management Support (Finance) $6,300 6 June 2023 • Ongoing Remote Vendor Management Support (Finance) $6,300 7 July 2023 • Ongoing Remote Vendor Management Support (Finance) $6,300 8 August 2023 • Ongoing Remote Vendor Management Support (Finance) $6,300 9 September 2023 • Ongoing Remote Vendor Management Support (Finance) • Onsite Project Review Meeting $6,300 $4,500 Subtotal $65,700 10 October 2023 • Ongoing Remote Vendor Management Support (Finance) • Ongoing Remote Vendor Management Support (HR) $6,300 $6,300 11 November 2023 • Ongoing Remote Vendor Management Support (Finance) • Ongoing Remote Vendor Management Support (HR) $6,300 $6,300 12 December 2023 • Ongoing Remote Vendor Management Support (Finance) • Ongoing Remote Vendor Management Support (HR) $6,300 $6,300 13 January 2024 • Ongoing Remote Vendor Management Support (HR) • Ongoing Remote Vendor Management Support (UB) $6,300 $6,300 14 February 2024 • Ongoing Remote Vendor Management Support (HR) • Ongoing Remote Vendor Management Support (UB) $6,300 $6,300 15 March 2024 • Ongoing Remote Vendor Management Support (HR) • Ongoing Remote Vendor Management Support (UB) • Onsite Project Review Meeting $6,300 $6,300 $4,500 16 April 2024 • Ongoing Remote Vendor Management Support (HR) • Ongoing Remote Vendor Management Support (UB) $6,300 $6,300 17 May 2024 • Ongoing Remote Vendor Management Support (HR) • Ongoing Remote Vendor Management Support (UB) $6,300 $6,300 18 June 2024 • Ongoing Remote Vendor Management Support (HR) • Ongoing Remote Vendor Management Support (UB) $6,300 $6,300 19 July 2024 • Ongoing Remote Vendor Management Support (HR) • Ongoing Remote Vendor Management Support (UB) $6,300 $6,300 20 August 2024 • Ongoing Remote Vendor Management Support (HR) • Ongoing Remote Vendor Management Support (UB) $6,300 $6,300 21 September 2024 • Ongoing Remote Vendor Management Support (HR) • Ongoing Remote Vendor Management Support (UB) • Onsite Project Review Meeting $6,300 $6,300 $4,500 Subtotal $160,200 22 October 2024 • Ongoing Remote Vendor Management Support (UB) $6,300 23 November 2024 • Ongoing Remote Vendor Management Support (UB) $6,300 24 December 2024 • Ongoing Remote Vendor Management Support (UB) $6,300 Subtotal $18,900 TOTAL $244,800 Page 329 Item 25. 5900 South Lake Forest Drive | Suite 300 | McKinney, Texas 75070 www.sciens.com TIPS PURCHASING COOPERATIVE Sciens Consulting’s services can be purchased through the following Purchasing Cooperative: TIPS-USA. TIPS is a national purchasing cooperative that offers access to competitively procured purchasing contracts to its membership. Our contract number is 200105 for Technology Solutions Products and Services. More information can be found at: https://www.tips-usa.com/vendorProfile.cfm?RecordID=70CB96CA6605A6BB13B0FFD8BF237334 On behalf of the Sciens team, we look forward to working with you on this important project. If there is any other information you might require, please do not hesitate to reach out to me at sbarcey@sciens.com or (469) 346-6288. Sincerely, STEVEN BARCEY Senior Manager, Sciens LLC 5900 South Lake Forest Drive, Suite 300 McKinney, Texas 75070 Direct phone: (469) 346-6288 sbarcey@sciens.com Page 330 Item 25. Page 1 of 2 To: Mayor and Town Council From: Leigh Johnson, Director of Information Technology Through: Ron K. Patterson, Interim Town Manager Bob Scott, Executive Director of Administrative Services Doug Kowalski, Chief of Police Re: Motorola Solutions Contract Town Council Meeting – December 13, 2022 Agenda Item: Consider an act upon approval of a contract with Motorola Solutions, Inc. for an in-car and body- worn camera and evidence management platform. (LJ,DK) Description of Agenda Item: The Town issued CSP 2022-62-A to establish a contract for an in-car and body-worn camera, and evidence management platform for the Town. The Town received two (2) responses by due date and time. The evaluation committee was comprised of staff members from PD, FD, IT, Inspections, and Code Enforcement, and a technical consultant. After completion of the evaluation process, staff recommends awarding the contract to Motorola Solutions Inc., the best value proposal. The term of the contract will be five years. Budget Impact: The total cost of the contract over the 5-year term is $538,472.73. In the CIP budget, $387,225.00 is allocated for this project in account 100-6140-20-01 (Capital Expenditure - Equipment). Subsequent annual expenditures will be subject to appropriations granted in future fiscal years. Legal Obligations and Review: Terrence Welch of Brown & Hofmeister, L.L.P., has approved the contract as to form and legality. Attached Documents: 1. Evaluation Matrix 2. 10 Year Cost Breakdown 3. Contract Town Staff Recommendation: Town staff recommends approval of a contract with Motorola Solutions, Inc. for an in-car and body- worn camera and evidence management platform. Prosper is a place where everyone matters. INFORMATION TECHNOLOGY Page 331 Item 26. Page 2 of 2 Proposed Motion: I move to approve a contract with Motorola Solutions, Inc. for an in-car and body-worn camera and evidence management platform. Page 332 Item 26. CSP NO. 2022-62-A Body Worn Cameras and In-Car Video Replacement EVALUATION CRITERIA Weighting POINTS WEIGHTED SCORE POINTS WEIGHTED SCORE Cost Proposal 10%10.00 1.00 8.57 0.86 Proposed Schedule 25%25.00 2.50 9.04 0.90 Experience and References 10%8.33 0.83 5.83 0.58 Project Approach 5%2.75 0.28 4.83 0.48 Exceeds Town's Requirements 50%29.17 2.92 48.33 4.83 TOTAL 100%7.53 7.66 Motorola SolutionsAxon EnterprisesEVALUATION MATRIX Page 333 Item 26. Vendor Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 10 Year Total Motorola 538,473.00$ 13,260.00$ 13,260.00$ 13,260.00$ 13,260.00$ 13,260.00$ 13,260.00$ 13,260.00$ 13,260.00$ 13,260.00$ 657,813.00$ Axon 92,245.00$ 92,245.00$ 92,245.00$ 92,245.00$ 92,245.00$ 92,245.00$ 92,245.00$ 92,245.00$ 92,245.00$ 92,245.00$ 922,450.00$ Supporting systems required for Motorola solution (not required for Axon) On-prem storage 6,000.00$ 6,000.00$ 6,000.00$ 6,000.00$ 6,000.00$ 6,000.00$ 6,000.00$ 6,000.00$ 6,000.00$ 6,000.00$ 60,000.00$ Storage upgrades 30,000.00$ 30,000.00$ 60,000.00$ SQL for Linux 80,000.00$ 80,000.00$ Total 200,000.00$ 10 Year Cost Breakdown Page 334 Item 26. The design, technical, and price information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal, without the express written permission of Motorola Solutions, Inc. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2022 Motorola Solutions, Inc. All rights reserved. PS-000139390 Proposal Town of Prosper Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A September 7, 2022 Page 335 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Table of Contents Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 1 Table of Contents Section A ................................................................................................................................... 3 Company Information ............................................................................................................... 3 Section B ................................................................................................................................... 5 Project Approach ...................................................................................................................... 5 Statement of Work ............................................................................................................................. 5 Award, Administration, and Project Initiation ......................................................................................................... 5 CJIS Information .................................................................................................................................................... 6 Terminology and Definitions .................................................................................................................................. 6 Project Document Descriptions ............................................................................................................................. 7 Completion Criteria ................................................................................................................................................ 7 Project Roles and Responsibilities ........................................................................................................................ 7 Project Planning .................................................................................................................................................. 11 Project Execution ................................................................................................................................................. 13 System Training ................................................................................................................................................... 16 Training Plan .................................................................................................................................... 18 Section C ................................................................................................................................. 19 Project Schedule .................................................................................................................... 19 Sample Installation Schedule ......................................................................................................... 19 Section D ................................................................................................................................. 20 Product Information ............................................................................................................... 20 Body Camera .................................................................................................................................... 20 Key Features of the V300 .................................................................................................................................... 20 Mobile Video Recorder .................................................................................................................... 23 Product Literature ............................................................................................................................ 25 Section E ................................................................................................................................. 26 Experience .............................................................................................................................. 26 Section F ................................................................................................................................. 27 References .............................................................................................................................. 27 Section G ................................................................................................................................. 28 Pricing ..................................................................................................................................... 28 Pricing Details .................................................................................................................................. 28 Section H ................................................................................................................................. 30 Conditions – Bid Attributes ................................................................................................... 30 Section I .................................................................................................................................. I-1 Exceptions and Clarifications .............................................................................................. I-1 Page 336 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Table of Contents Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 2 Section J .................................................................................................................................... 2 Contract Documentation .......................................................................................................... 2 Section K ................................................................................................................................... 3 Proof of Insurance .................................................................................................................... 3 Section L ................................................................................................................................... 4 Appendix A: Customer Network Environment and Design Requirements .......................... 4 Customer Provided Server Hardware, Network, and System Software ........................................ 4 Customer Provided Server Hardware Requirements ..................................................................... 4 Customer TCP/IP Network Requirements ........................................................................................ 5 Technical Considerations and Design Requirements .................................................................... 5 Microsoft, Linux and other Software Licensing Ancillary Components ....................................... 6 Page 337 Item 26. Motorola Solutions, Inc. 500 W Monroe Street, Ste 4400 Chicago, IL 60661-3781 USA September 7, 2022 Jay Carter Purchasing Manager 250 W. First Street, PO Box 307 Prosper, TX 75078 Reference: Body Worn Cameras and In-Car Video Replacement Systems Motorola Solutions, Inc. (“Motorola Solutions”) is pleased to have the opportunity to provide the Town of Prosper with a proposal for Body Worn Cameras, and In-Car Cameras Solution. As a strong ecosystem partner today in Land Mobile Radio, Motorola Solutions is excited to have the opportunity to expand our partnership with the Town of Prosper Motorola Solutions currently serves over 7,800 law enforcement agencies in the US and Canada we look forward to the opportunity to showcase our solution with the Town of Prosper. Our compliant proposed solution consists of two main technologies, the V300 Body-Worn Camera and M500 In- Car Camera Our mission-critical body worn cameras are designed specifically for law enforcement. With a rugged exterior, long battery life and evidence-quality security, they’re an essential tool for your corrections officers. V300 cameras have been deployed at thousands of law enforcement agencies across the United States including Houston Police Department, Detroit Police Department and Columbus Police Department. V300 features continuous operation capabilities to solve the battery life and storage dilemma faced when implementing body-worn cameras. The M500 In-Car Video System is the first AI-enabled in-car video solution for law enforcement. It combines Motorola’s powerful camera technology with our industry-leading digital evidence management software (DEMS), to improve the quality of evidence collected and streamline the data sharing process throughout investigation. Equipped with high-definition, 1080p front and cabin cameras, the M500 creates a reliable record of evidence that can be uploaded to your Digital Evidence Management solution from any location with a cellular signal. Its artificial intelligence interface continuously monitors the cabin camera, detecting human faces as they enter the vehicle and automatically recording whenever anyone is detected in the back seat, eliminating the need to scroll through video of empty cabins to collect important evidence. Motorola Solutions’ offer is subject to its proposal to the Town of Prosper’s solicitation, including all exceptions and clarifications, and the terms and conditions of the enclosed Master Customer Agreement (“MCA”), its Exhibits and applicable Addenda. This offer remains valid for a period of ninety (90) days from the date of this letter. The Town of Prosper may accept this offer by delivering a signed copy of the MCA to Motorola Solutions. Motorola Solutions will be pleased to address any concerns the Town of Prosper may have regarding the proposal. Any questions can be directed to the contacts listed below. We thank you again for the opportunity to partner in your Law Enforcement Video Recording and Evidence System procurement and working together in building out a best in class solution for public safety and its citizens. Sincerely, MOTOROLA SOLUTIONS, INC. Sean Heieck Area Sales Manager Page 338 Item 26. Motorola Solutions, Inc. 500 W Monroe Street, Ste 4400 Chicago, IL 60661-3781 USA Contact Information Lee Stoa 214.417.1041 lee.stoa@motorolasolutions.com Regional Sales Manager Sean Heieck 949.618.9388 sean.heieck@motorolasolutions.com Area Sales Manager Page 339 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Company Information Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 3 Section A Company Information Name of company Motorola Solutions Response: Motorola Solutions, Inc. Company summary including number of years in business. Motorola Solutions Response: Founded in 1928 in Chicago, Illinois, Motorola Solutions, Inc. (Motorola Solutions) is a global leader in mission critical communications with a global staff in excess of 16,000 associates. Our technology platforms in communications, command center software, video security solutions, and managed and support services make cities safer, helping communities thrive. At Motorola, we are ushering in a new era in public safety. At Motorola Solutions, we are proud of our history of providing state-of-the-art public safety technology. For over 94 years, we have demonstrated a rich history of firsts, such as pioneering mobile communications in the 1930s, making equipment that carried the first words from the moon in 1969, and developing the first commercial handheld cellular phone in 1983. Over the last ten years, Motorola Solutions has also invested heavily in developing new software solutions, acquiring market leading software companies, as well as creating integrations and enhancements to improve our public safety software platforms. Today, Motorola Solutions is a true end- to-end public safety software suite provider. In 2019, in an effort to strengthen our video evidence offerings, Motorola Solutions acquired WatchGuard Inc., a leader in mobile video for public safety. Founded in 2002, WatchGuard was created by a team of innovators determined to give law enforcement professionals the tools they need to bring criminals to justice, while staying accountable to their communities. Over its history, WatchGuard has been the first to market with many technological breakthroughs, including the industry’s first and only completely integrated and synchronized in-car and body-worn system, the first high-definition in-car video system, and the industry’s only proactive recording functionality, Record-After-The-Fact, allowing users to retrieve video evidence from specific incidents, even if the camera was not recording. Name of contact person authorized to submit proposal and negotiate a contract on behalf or your firm Motorola Solutions Response: Lee Stoa, Regional Sales Manager Page 340 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Company Information Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 4 Phone number and email address for contact person Motorola Solutions Response: Phone number: 214.417.1041 Email address: lee.stoa@motorolasolutions.com Certificate evidencing company is certified on the products proposed. Motorola Solutions Response: WatchGuard, now Motorola, is the world’s largest manufacturer of video systems for law enforcement, supporting more than one third of all U.S. and Canadian law enforcement agencies, with over 200,000 body-worn, in-car, and mobile DVR systems in the field. These systems are active in approximately 42% of state patrols, 31% of county sheriffs and 27% of local police departments across the United States. We have deployed body worn cameras at jails across the country and was recently selected to provide body-worn cameras to the Colorado Department of Corrections. The Wisconsin Department of Corrections is also a user of our body-worn camera solutions. Page 341 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 5 Section B Project Approach We will implement the project per the included statement of work and deliver the solution contained within Motorola's proposal in accordance with a mutually agreed upon project schedule. With both parties committing to complete the respective responsibilities accordingly the project will complete within the required timeline. Statement of Work In accordance with the terms and conditions of the Agreement, this Statement of Work (“SOW”) defines the principal activities and responsibilities of all parties for the delivery of the Motorola Solutions, Inc. (“Motorola Solutions”) system as presented in this offer to the Customer (hereinafter referred to as “Customer”). For the purposes of this SOW, Motorola may include our affiliates, subcontractors, and third-party partners. When assigning responsibilities, the phrase “Motorola” includes our subcontractors and third-party partners. MAL Technologies, Allen,TX has been identified as the 3rd party subcontractor working on Motorola’s behalf for installation of In -Car Video equipment for this project. This SOW addresses the responsibilities of Motorola and Customer that are relevant to the implementation of the hardware and software components listed in the Agreement and Appendix A. Unless specifically identified as a Motorola responsibility, the Customer is responsible for the installation of contracted hardware either by Customer personnel or via a Customer provided subcontractor. Deviations and changes to this SOW are subject to mutual agreement between Motorola and the Customer and will be addressed in accordance with the change provisions of the Agreement. Unless specifically stated, Motorola work will be performed remotely. Customer will provide Motorola resources with direct network access sufficient to enable Motorola to fulfill its delivery obligations. All Motorola work is to be performed during normal work hours, Monday through Friday 8:00 a.m. to 5:00 p.m. This project will occur as a continuous work effort. Work stoppage caused by the Customer that requires a re-mobilization of the Motorola team may result in additional cost. The number and type of software or subscription licenses, products, or services provided by or on behalf of Motorola are specifically listed in the Agreement and any reference within this SOW, as well as subcontractors’ SOWs (if applicable), does not imply or convey a software or subscription license or service that is not explicitly listed in the Agreement. Award, Administration, and Project Initiation Project Initiation and Planning will begin following execution of the Agreement between Motorola and the Customer. Following the conclusion of the Project Kickoff Teleconference, Motorola project personnel will communicate additional project information via email, phone call, or additional ad -hoc meetings. Motorola’s Project Manager (PM) will prepare and submit weekly status reports to the Customer PM. Page 342 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 6 Motorola utilizes Google Meet as its teleconference tool. If Customer desires a different teleconference tool, Customer may provide a mutually agreeable alternate tool at Customer expense. CJIS Information For all employees having unescorted physical or logical access to unencrypted NCIC/III or CHRI data or, who manage, operate, develop, access and maintain criminal justice information systems containing unencrypted NCIC/III or CHRI data or, Motorola Solutions, Inc, upon request, will provide state of residency verification,and will obtain Applicant Fingerprint Cards and submit them to the Customer for conducting a criminal background investigation, unless the Agency requires a different procedure, prior to such employee accessing the information system or arriving on Customer premises if unescorted access is required. If the Customer requires current Fingerprint Cards, Motorola Solutions, Inc employees will provide them. Terminology and Definitions Project Management Terms The following project management terms are used in this SOW. Since these terms may be used differently in other settings, these definitions are provided for clarity. Acceptance acknowledgement that project requirement(s) have been met and that deliverable(s) are complete Access Point(s) is a device that creates a wireless local area network, or WLAN, usually in an office or large building CommandCentral Aware Mobile Video - Aware provides the ability to live-stream video from body- worn camera or in-car video recording device. Handoff refer to activities that enable a smooth transition from the project implementation phase to the maintenance phase within a company or organization Implementation refers to carrying out the activities outlined in the Statement of Work to deliver the scope per the requirements of the Contract. Infrastructure refers to the network comprised of the hardware and software, systems and devices, that enables computing and communication between users, services, applications and processes LXP Motorola Solutions’ Learning eXperience Portal (learning.motorolasolutions.com) is an interactive platform designed to be your valuable resource to see the latest courses, descriptions, training requirements, dates, and locations. Project Schedule means the schedule providing dates and timeframes for completion of tasks and deliverables during the course of the project. The Project Schedule is subject to change at the mutual agreement of Motorola and the Customer. Virtual Machine refers to a computing resource that uses software instead of a physical computer to run programs and deploy applications. User refers to the person(s) who will be operating the device(s) in the system. Page 343 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 7 Project Document Descriptions IT Questionnaire captures Customer specific installation data required to configure and install the contracted solution. The Customer completes the IT Questionnaire through the sales process and the data is reviewed by both Motorola and Customer to confirm accuracy. Deployment Checklist compliments this SOW by containing key tasks to be completed and acknowledged by both Motorola and the Customer. Customer signature on the completed Deployment Checklist serves as formal acknowledgement of Service Completion. Completion Criteria Motorola Integration Services are considered complete upon Motorola performing the last task listed in a series of responsibilities stated in this Statement of Work as specifically stated in Completion Criteria. Customer task completion will occur per the project schedule enabling Motorola to complete its tasks without delay. Customer will provide Motorola written notification that it does not accept the completion of Motorola responsibilities or rejects a Motorola service deliverable within five business days of task completion or receipt of a deliverable, whichever may be applicable. Service completion will be acknowledged in accordance with the terms of the Agreement and the Service Completion Date will be memorialized by Motorola and Customer in writing and signed by both parties. Project Roles and Responsibilities Motorola Solutions Project Roles and Responsibilities A Motorola team, made up of specialized personnel, will be assigned to the project under the direction of the Motorola Project Manager. Team members will be multi-disciplinary and may fill more than one role. Team members will be engaged in different phases of the project as necessary. In order to maximize efficiencies, Motorola’s project team will provide services remotely via teleconference, web-conference, or other remote method in fulfilling its commitments as outlined in this Statement of Work. The personnel role descriptions noted below provide an overview of typical project team members. One or more resources of the same type may be engaged as needed throughout the project. There may be other personnel engaged in the project at the discretion of and under the direction of the Project Manager. Motorola’s project management approach has been developed and refined based on lessons learned in the execution of hundreds of system implementations and is reliant upon collaboration and a working partnership with our customers to enable success. Motorola will provide the expert knowledge around our solutions and industry best practices enabling our resources to guide Customer actions throughout the delivery process. Our guidance coupled with your knowledge of your business, processes, resources and operating environment make a successful partnership. Our experience has shown that Customers who assume ownership of the system early on and take an active role in delivery and education activities realize quicker user adoption and higher levels of success with system operation. Page 344 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 8 Project Manager A Motorola Project Manager will be assigned as the principal business representative and point of contact for Motorola. The Project Manager’s responsibilities include the following: 1. Host the Project Kickoff Teleconference. 2. Manage the Motorola responsibilities related to the delivery of the project. 3. Coordinate schedules of the assigned Motorola personnel and applicable subcontractors/supplier resources. 4. Manage the Change Order process per the Agreement. 5. Maintain project communications with the Customer. 6. Identify and manage project risks. 7. Collaborative coordination of Customer resources to minimize and avoid project delays. 8. Provide timely responses to issues related to project progress. Solution Architect The Solution Architect is responsible for the delivery of the technical and equipment elements of the solution. Specific responsibilities include the following: 1. Confirmation that the delivered technical elements meet contracted requirements. 2. Delivery of interfaces and integrations between Motorola products. 3. Engagement throughout the duration of the delivery. System Technologists The Motorola System Technologists (ST) will work with the Customer project team on system provisioning. ST responsibilities include the following: 1. Provide consultation regarding the provisioning and operation of the Motorola system. 2. Provide instruction on installation of in vehicle cameras. 3. Install hardware/Camera equipment (as contracted). 4. Provision the evidence management solution and provide instuction to the Customer to set up and maintain the system. 5. Confirmation that the delivered technical elements meet contracted requirements. 6. Engagement throughout the duration of the delivery. Professional Services Engineer (Interface/Migration Engineers) The Motorola Professional Services Engineer is engaged on projects that include integration between Motorola products as part of the purchase. Responsibilities include: 1. Gather integration requirements for the evidence management system. 2. Work with Customer to allow access to required systems/data. 3. Provide training on the integration solution. Technical Trainer / Instructor/LXP Administrator The Motorola Technical Trainer / Instructor provides training either on-site or remote (virtual) depending on the training topic and deployment type purchased, and reviews the role of the Learning eXperience Portal (“LXP”) in the delivery. Page 345 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 9 Support Services The Motorola Support Services team provides on-going support to the Sheriff following the completion of delivery services in accordance with the terms and conditions of support. Customer Project Roles and Responsibilities Overview The success of the project is dependent on early assignment of key Customer resources. Motorola has defined the following key resources that are critical to this project and must participate in all the activities further defined in this SOW. During the Project Planning phase the Customer will be required to deliver names and contact information for the below listed roles that will make up the Customer Core Team. In many cases, the Customer will provide project roles that correspond with Motorola’s project roles. It is critical that these resources are empowered to make decisions based on the Customer’s operational and administration needs. The Customer’s project team will be engaged from project initiation through beneficial use of the system. The continued involvement in the project and use of the system will convey the required knowledge to maintain the system post-completion of the project and drive change and user adoption. In some cases, one person may fill multiple project roles. The Customer’s project team must be committed to participate in activities for a successful implementation. In the event the Customer is unable to provide the roles identified in this section, Motorola may be able to supplement Customer resources at an additional price. Project Manager The Project Manager will act as the primary Customer point of contact for the duration of the project. The Project Manager is responsible for management of any third-party vendors that are the Customer’s subcontractors. In the event the project involves multiple locations, Motorola will work exclusively with a single Customer-assigned Project Manager (the primary Project Manager). The Project Manager’s responsibilities include the following: 1. Communicate and coordinate with other project participants. 2. Manage the Customer project team, including timely facilitation of efforts, tasks, and activities. 3. Maintain project communications with the Motorola Project Manager. 4. Identify the efforts required of Customer staff to meet the task requirements in this SOW and identified in the Project Kickoff Teleconference. 5. Consolidate all project-related questions and queries from Customer staff to present to the Motorola Project Manager. 6. Approve a deployment date offered by Motorola. 7. Monitor the project to ensure resources are available as required. 8. Provide timely responses to issues related to project progress. 9. Liaise and coordinate with other agencies, Customer vendors, contractors, and common carriers. 10. Review and administer change control procedures, hardware and software certific ation, and all related project tasks required to meet the deployment date. 11. Ensure Customer vendors’ readiness ahead of the deployment date. 12. Assign one or more personnel who will work with Motorola staff as needed for the duration of the project, including at least one Application Administrator for the system and one or more representative(s) from the IT department. 13. Identify the resource with authority to formally acknowledge and approve change orders, completion of work, and payments in a timely manner. Page 346 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 10 14. Provide building access to Motorola personnel to all Customer facilities where system equipment is to be installed during the project. Temporary identification cards are to be issued to Motorola personnel, if required for access to facilities. 15. Ensure remote network connectivity and access to Motorola resources. 16. Provide reasonable care to prevent equipment exposure to contaminants that cause damage to the equipment or interruption of service. 17. Ensure a safe work environment for Motorola personnel. 18. Identify and manage project risks. 19. Point of contact to work with the Motorola Technical Trainer to facilitate the training plan. IT Support Team The IT Support Team (or Customer designee) manages the technical efforts and ongoing tasks and activities of their system. Manage the Customer-owned provisioning maintenance and provide required information related to LAN, WAN, wireless networks, server, and client infrastructure. They must also be familiar with connectivity to internal, external, and third-party systems to which the Motorola system will interface. The IT Support Team responsibilities include the following: 1. Participate in overall delivery and training activities to understand the software, interfaces, and functionality of the system. 2. Participate with the Customer Subject Matter Experts (SME’s) during the provisioning process and training. 3. Authorize global provisioning choices and decisions, and be the point(s) of contact for reporting and verifying problems and maintaining provisioning. 4. Obtain inputs from other user agency stakeholders related to business processes and provisioning. 5. Implement changes to Customer owned and maintained infrastructure in support of the Evidence Management System installation. Subject Matter Experts (SME’s) The SME’s or Super Users are the core group of users involved with delivery analysis, training, and the provisioning process, including making global provisioning choices and decisions. These members should be experienced users in the working area(s) they represent (evidence, dispatch, patrol, etc.), and should be empowered to make decisions related to provisioning elements, workflows, and department policies related to the Evidence Management System. LXP Administrator The Customer LXP Administrator is the resource designated to coordinate and configure new users on the Motorola LXP system. General Customer Responsibilities In addition to the Customer Responsibilities stated elsewhere in this SOW, the Customer is responsible for the following: 1. All Customer-provided equipment, including hardware and third-party software, necessary for delivery of the System not specifically listed as a Motorola deliverable. This will include end user workstations, network equipment, camera equipment and the like. Page 347 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 11 2.Configuration, maintenance, testing, and supporting the third-party systems the Customer operates which will be interfaced to as part of this project. 3.Communication between Motorola and Customer’s third-party vendors, as required, to enable Motorola to perform its duties. 4.Active participation of Customer SMEs in project delivery meetings and working sessions during the course of the project. Customer SMEs will possess requisite knowledge of Customer operations and legacy system(s) and possess skills and abilities to operate and manage the system. 5.Electronic versions of any documentation associated with the business processes identified. 6.Providing a facility with the required computer and audio-visual equipment for training and work sessions. 7.Ability to participate in remote project meeting sessions using Google Meet or a mutually agreeable, Customer-provided, alternate remote conferencing solution. Project Planning A clear understanding of the needs and expectations of both Motorola and the Customer are critical to fostering a collaborative environment of trust and mutual respect. Project Planning requires the gathering of project-specific information in order to set clear project expectations and guidelines, and set the foundation for a successful implementation. Project Kickoff Teleconference A Project Kickoff teleconference will be scheduled after the Agreement has been executed. The agenda will include the following: 1.Review the Agreement documents. 2.Review project delivery requirements as described in this SOW. 3.Discuss the data provided with the IT Questionnaire and update as needed. 4.Discuss deployment date activities. 5.Discuss project team participants, their role(s) in the project, the specific engagements of Motorola and or Customer subcontractors in fulfilling the responsibilities outlined in this SOW. 6.Discuss which tasks will be conducted by Motorola resources. 7.Discuss Customer involvement in provisioning and data gathering to confirm understanding of the scope and required time commitments. 8.Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or contractors. 9.Review the On-line Training system role in project delivery and provide information on how to register accounts. 10.Discuss Motorola remote access requirements (24-hour access to a secured two-way Internet connection to the Motorola system firewalls for the purposes of deployment, maintenance, and monitoring). 11.Review equipment installation location. 12.Discuss Customer obligation to manage change among the stakeholder and user communities. 13.Review deployment completion criteria and the process for transitioning to support. 14.Deliver the Policy Validation Form and Deployment Checklist. Page 348 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 12 Motorola Responsibilities 1. Host the Project Kickoff Teleconference. 2. Request the attendance of any additional Customer resources that are instrumental in the project's success, as needed. 3. Review initial project schedule and collaborate on due dates 4. Verify equipment ship-to address and equipment installation location 5. Review Motorola’s delivery approach and its reliance on Customer-provided remote access. 6. Review systems requirements outlined in the IT Questionnaire. 7. Review the Agreement documents, including the IT Questionnaire and Training Plan. 8. Request LXP user information required to establish the Customer in the LXP. Customer System Administrator will be set up with LXP access within ten business days of Motorola receiving LXP user information. 9. Provide the Policy Validation Form and Deployment Checklist . 10. Provide Project Kickoff notes at the conclusion of the call. Customer Responsibilities 1. Complete the Online Training registration form and provide it to Motorola within ten business days of the Project Kickoff Teleconference. 2. Confirm equipment ship-to address. 3. Provide a point of contact for the project. 4. Complete the Policy Validation Form and return it to Motorola prior to the Policy Validation Call. 5. Provide LXP user information as requested by Motorola. 6. Verify Customer Administrator(s) have access to the LXP. Completion Criteria The Project Kickoff Teleconference is complete upon Motorola providing Customer with the Project Kickoff Teleconference notes. Page 349 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 13 Policy Validation Call Following the Project Kickoff Teleconference, Motorola engages the Customer PM to define the detailed configuration of the system hardware and the agency recording and retention policies. Motorola Responsibilities 1. Receive the Customer completed Policy Validation Form. 2. Schedule and conduct the Policy Validation Call with the Customer. 3. Review the Customer provided configuration inputs providing confirmation of configuration settings. Customer Responsibilities 1. Complete the Policy Validation Form and return it to Motorola prior to the Policy Validation Call. 2. Gather necessary SME’s on call to make policy decisions, SME’s should represent hardware and software components. 3. Attend the Policy Validation Call. Project Execution Equipment Procurement and Installation Following the Project Kickoff Teleconference, Motorola will order the contracted equipment. The equipment will be configured with a basic profile that enables onsite installation and configuration of the system. The equipment will be shipped to the Customers location and installed by Motorola, or a Motorola 3rd Party partner or by the Customer. Unless specifically stated in this SOW, Customer is responsible for all infrastructure required to support the Motorola solution including but not limited to: Power, heating/cooling, network connectivity, access and security and conduit and cabling. Motorola Responsibilities 1. Procure the contracted equipment and ship to Customers designated installation location. 2. Travel to Customer location to install access points and connect to the Customer supplied Virtual Machine. 3. Provide a trip report outlining the activities completed during the installation Customer Responsibilities 1. Procure Customer provided equipment and make it available at the installation location. 2. Provide access to Customer VM and personnel with administrative access. 3. Verify that access points are installed and connected to the network. In-Car Video (ICV) Hardware Installation Motorola will complete contracted system removal and installation services for In-Car Video hardware in Customer provided vehicles, per Motorola installation guidelines, inclusive of cellular routers and/or wifi radios into the Customers’ vehicles for wireless data offload to the Customer’s contracted evidence platform. Page 350 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 14 Motorola Responsibilities 1. Travel to Customer site to conduct on-site equipment removal and installation activities. 2. Complete ICV removal and installation on a single vehicle to validate installation process with Customer. 3. Receive Customer agreement to proceed with remaining ICV removal and installations. 4. Complete remaining contracted vehicle removal and installations. 5. Connect wi-fi router to to ICV system Customer Responsibilities 1. Notify Motorola of the vehicle installation location. 2. Coordinate and schedule date and time for vehicle equipment removal and installation. 3. Designate area for removed equipment to be stored and provide personnel for inventorying if needed. 4. Dispose of removed equipment in accordance with local and/or government requirements. 5. Setup Server for In-Car DVR configuration 6. Make in-car hardware available to Motorola to enable installation in accordance with the vehicle installation schedule. 7. Create Configuration USB used to complete In-Car vehicle installation. 8. Configure DVR 9. Create a connection file NOTE: Customer is responsible for disposal of removed in-car system hardware. Body Worn Camera Hardware Configuration The body worn camera transfer station will be connected to the evidence management server. The transfer station will be utilized to configure each body worn camera according to the Policy Validation Form. Motorola Responsibilities 1. Configure transfer stations for connectivity to the evidence mana gement server. 2. Configure devices within the evidence management system. 3. Check out devices and create a test recording. 4. Verify completion of upload from devices after docking back into the transfer station or USB dock. 5. Provide a demonstration of client software installation and install client software on one workstation and one camera device. Customer Responsibilities 1. Connect transfer stations to power and network and have accessible for configuration. 2. Provide and install workstation hardware. 3. Complete installation of client software on remaining workstations and mobile devices. 4. Witness the client software demonstration. Page 351 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 15 Digital Evidence Management Software (DEMS) Installation and Configuration On-premise activities include the installation of server hardware and client software on one workstation and one mobile device (i.e cell phone, MDC) to facilitate provisioning of the DEMS solution. Customer will complete software installation on the remaining workstations and cameras. Digital Evidence management software (DEMS) installation consisting of the following activities: 1.Network discovery 2.Operating System and software installation 3.Onboarding user / group identity set up 4.Provide access to the application Motorola Responsibilities 1.Install operating system, evidence software, and storage. 2.Install and configure contracted DEMS solution 3.Provide a demonstration of DEMS installation and install DEMS on one workstation and one mobile device. 4.Provide instruction on client software USB utility. Customer Responsibilities 1.Provide network environment that conforms to the requirements presented in Appendix A. 2.Procure and install server and storage hardware at desired location in accordance with Appendix A. 3.Provide assigned MSI resource System Administrator access to SQL database for installation purposes (MSI access is revoked upon conclusion of installation activities) 4.For Active Directory integration, provide domain user (service account), security group (for application administrators including service account), and domain read access 5.Provide workstation/mobile device hardware. 6.Complete online training. 7.Complete installation of client software on remaining workstations and mobile devices. Motorola Completion Criteria DEMS installation is complete upon installation of the software USB utility. DEMS Integrations and Third-Party Interfaces The delivery, installation, and integrations between Motorola products, and interfaces between Motorola products and 3rd party systems, may be an iterative series of activities depending upon access to third- party systems. If proposed, interfaces will be installed and configured in accordance with the schedule. Connectivity will be established between Motorola system(s) and the external and/or third-parties to which they will interface. Motorola will configure the systems to support each contracted integration and or interface. The Customer is responsible for engaging third-party vendors if and as required to facilitate connectivity and testing of the interface(s). Page 352 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 16 Motorola Solutions Responsibilities 1. Establish connectivity between Motorola and third-party systems. 2. Configure integration/interface. 3. Perform functional demonstration to confirm each interface can transmit and or receive data in the applicable system. Customer Responsibilities 1. Act as liaison between Motorola and third-party vendors or systems as required to establish connectivity with Digital Evidence Management. 2. Provide personnel knowledgeable with, and authorized to make, changes to the network and third-party systems to support Motorola integration/interface installation efforts. 3. Provide network connectivity between Digital Evidence Management and the third-party systems. 4. Provide requested information on API, SDKs, data schema, and any internal and third -party documents necessary to establish interfaces with all local and remote systems and facilities within 10 days of the Interface Engagement Meeting. NOTE: Unknown circumstances, requirements, and anomalies at the time of initial design can present difficulties in interfacing Motorola products to some third-party applications. These difficulties could result in a poorly performing or even a non-functional interface. At such time that Motorola is provided with information and access to systems, we will be able to mitigate these difficulties. If Motorola mitigation requires additional third-party integration, application upgrades, API upgrades, and/or additional software licenses those costs will be borne by the Customer or addressed as needed through the change provision of the contract. System Training Motorola training consists of both computer-based (online) and instructor-led (on-site or remote). Training delivery methods vary depending on course content. Training is delivered in accordance with the Training Plan. Online Training Online training is made available to the Customer via Motorola’s LXP. This subscription service provides the Customer with continual access to our library of online learning content and allows users the benefit of learning at times convenient to them. Content is added and updated on a regular basis to keep information current. This training modality allows the Customer to engage in training when convenient. A list of available online training courses can be found in the Training Plan. Motorola User Guides and Training Material are accessible in electronic format through the LXP. Motorola Responsibilities 1. Designate a LXP Administrator to work with the Customer. 2. Establish an accessible instance of the LXP for the Customer. 3. Organize content to align with the Customer’s selected technologies. 4. Create initial Customer user accounts and a single Primary Administrator account. 5. During on-boarding, assist the Customer with LXP usage. 6. Create and maintain user role Learning Paths defined by the Customer. Page 353 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 17 7.Provide technical support for user account and access issues, LXP functionality, and Motorola Solutions-managed content. Customer Responsibilities 1.Provide user information for the initial creation of accounts. 2.Provide network and internet connectivity for the Customer’s users to access the LXP. 3.Customer's primary LXP administrator to complete the following self-paced training: LXP Introduction online course (LXP0001), LXP Primary Site Administrator Overview online course (LXP0002), and LXP Group Administrator Overview (LXP0003) 4.Advise agency learners of the availability of training via the LXP. 5.Ensure users complete LXP training in accordance with the Project Schedule. 6.Request additional subscriptions to access Motorola’s LXP by providing user credentialing information. Instructor-Led Trainig (Onsite & Remote) A list of Instructor-Led and Virtual Instructor-Led courses can be found in the Training Plan. Motorola Responsibilities 1.Deliver User Guides and training materials in electronic .PDF format to Customer PM. 2.Perform training in accordance with the Training Plan. 3.Provide Customer with training Attendance Rosters and summarize any pertinent observations that may impact end user training. Customer Responsibilities 1.Supply classrooms with a workstation for the instructor (if Onsite) and at least one workstation for every student based on the requirements listed in the Training Plan. 2.Designate training representatives who will work with the Motorola trainers in the delivery of training. 3.Attend end user training in accordance with the Project Schedule. Motorola Deliverables 1.Electronic versions of User Guides and training materials. 2.Attendance Rosters. Project Closure and Handover to Support Project closure memorializes the completion of delivery tasks and Customer’s receipt of contracted components. The Deployment Checklist, used throughout the delivery process, serves as the artifact that memorializes project closure. Upon project closure, the Customer engages with Motorola support for on-going needs in accordance with the Customers specific terms and conditions of support. Motorola Responsibilities 1.Provide the Customer with Motorola Solutions support engagement process and contact information. 2.Gather contact information on the Customer users authorized to engage Motorola Solut ions support. Page 354 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Approach Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 18 3.Present Deployment Checklist with Customer for signature 4.Provide a Customer survey upon closure of the project. Customer Responsibilities 1.Provide signatory approval on the Deployment Checklist memorializing project closure. 2.Provide Motorola Solutions with specific contact information for those users authorized to engage Motorola Solutions’ support. 3.Engage the Motorola Solutions support organization as needed. Motorola Completion Criteria Provide Customer with survey upon closure of the project. Training Plan The following matrix identifies the classes that have been proposed for the WatchGuard product line. The matrix includes the training packages available, the courses in those packages, the maximum number of participants per course and the method of instruction (either “Virtual” or “On- Site”). Additional courses, course customization and/or training services may be obtained by the customer for an additional fee. Once those additional courses or customization requirements are determined, the customer will be provided with a quote for those additional courses and/or training services. Remote Deployment = Virtual Instructor-Led Training accessed via the LXP On-Site Deployment = On-Site Instructor-Led Training (In-person training delivered by an on- site instructor, conducted at the Customer’ facilities). Motorola Solutions offers virtual and in-person on-site training. Additional computer-based content is available via the Learning eXperience Portal (LXP). Computer-based LXP training is available as a supplemental method to learn about WatchGuard Solutions on demand before, during and after the deployment process. Course Module Max No. Per Class Number of Classes Included Method of Instruction Not To Exceed (hours) per Class In-Car, Body-Worn Camera and Evidence Library Package (On-Site) End User Body-Worn Camera 15 1 On-Site 1 End User In-Car Video System 15 On-Site 1 End User Evidence Library 15 On-Site 1 Administration of Evidence Library 15 On-Site 1 Administration of In-Car and Body- Worn Cameras 15 On-Site 1 Page 355 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Project Schedule Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 19 Section C Project Schedule Sample Installation Schedule The sample installation schedule includes representative phases, tasks and task duration typical for a project of similar scope. This schedule is an approximation based on our experience and is subjective based on the individual needs of each agency, the products included in any given solution and the constraints of each individual agency. The sample does not account for unknown dependencies or lag time between tasks. A schedule specific to your installation will be developed as part of the project kickoff activities. Task Task Description Effort Estimate in Days 1.0 Project Initiation 1.1 Project Award 1 1.2 Project Order Received 1 1.3 Contracted Equipment Delivered 30 2.0 Planning and Design 2.1 System Design 3 2.2 Finalize Server and/or Network plan 3 2.3 Finalize installation locations and procedures 10 3.0 Project Execution 3.1 Customer preps installation environment 10 3.2 Provision network connectivity 3 3.3 Provision server (if applicable) and install base components 3 3.4 Install, configure and test CommandCentral Evidence 3 3.5 Perform end-to-end system testing 2 3.6 Complete Installation 1 4.0 Training 4.1 Administrator training 1 4.2 User training 1 4.3 Technician training 1 4.4 Customer trains users 10 5.0 Project Closure 5.1 Memorialize the completion of all activities 1 5.2 Begin the warranty/support phase 1 Page 356 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Product Information Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 20 Section D Product Information Body Camera a.Body Camera Brand and Model Motorola Solutions Response: The Motorola V300 Body-Worn Camera captures clear video and audio of every encounter from the user’s perspective. Its continuous-operation capabilities allow constant recording, helping the user to capture every detail of each situation and create a reliable library of evidence for case-building and review. The V300 is easy to operate, with four control buttons. Its built-in Record-After-the- Fact® (RATF) technology enables the device to capture important video evidence that can be retrieved hours or days after an incident occurs, even if a recording is not triggered by the user or sensor. With RATF, officers can prioritize response to immediate threats over manually activating their camera. Key Features of the V300 Detachable Battery - The V300’s detachable battery allows officers to switch to a fully-charged battery if their shift goes longer than expected. And since batteries can charge without being attached to a camera, they can be kept fully charged and ready to go in a dock for use. This feature is especially helpful for agencies that share cameras among multiple officers. Wireless Uploading - Recordings made by the V300 can be uploaded to Prosper Police Department evidence management system via WiFi or LTE networks. This enables easy transfer of critical recordings to headquarters for immediate review or long-term storage. Data Encryption - The V300 uses FIPS-140-2 compliant encryption at rest and in transit. This ensures that recordings made by Prosper Police Department officers are secure from unauthorized access. Record-After-The-Fact® - Our patented Record-After-the-Fact® technology records even when the recording function isn’t engaged. These recordings are uploaded to the evidence management system and allow users to review important evidence that was captured days before. Natural Field of View - The V300 eliminates the fisheye effect from wide-angle lenses that warps video footage. Distortion correction ensures a clear and complete evidence review process. SmartControl Application - Motorola’s SmartControl Application allows V300 users to tag and preview video, livestream from the camera to the app, adjust vertical field of view, and change camera settings. This application is available for iOS and Android. In-Field Tagging – The V300 enables easy in-field event tagging. It allows officers to view event tags and save them to the appropriate category directly from the camera or via Page 357 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Product Information Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 21 smartphone application. This is made easier in conjunction with an integrated in-car video recording system.  Auto Activation - Multiple paired V300 cameras and in-car systems can form a recording group, which can automatically start recording when one of the group devices starts a recording. They can be configured to initiate group recording using triggers like lights, sirens, doors, gun racks, and other auxiliary inputs. Up to eight V300 cameras can also collaborate on recordings without an in-car system, using similar triggers. Group recordings are uploaded and automatically linked in DEMS as part of one incident. b. Body Camera Docking Stations Brand and Model Motorola Solutions Response: The Motorola V300 has two docking options: Transfer Station - The Transfer Station is built for large, multi-location agencies with large numbers of V300 cameras in service at any given time. It can charge up to eight fully assembled cameras or individual battery packs. Each of the eight docking slots includes an LED indication of battery charging status and upload status. While a V300 is being charged, the Transfer Station can automatically offload its recording to Evidence Management Solution via an integrated 10Gb/1Gb connection to the local area network (LAN). The Transfer Station connects directly to the local area network for fast offload of recorded events to storage while charging the camera battery. The Transfer Station supports comprehensive device management capabilities, such as camera configuration, checkout and officer assignment options; rapid checkout, kiosk, and individual camera checkout; automatic firmware and configuration updates.Mot USB Base - The USB Base charges the battery of a single V300 camera or a standalone battery pack. The USB Base can be mounted in a vehicle or attached to a desktop or Mobile Data Computer, with 12V or a USB connection for power. It has LED indications of battery charging status and upload, and an ambient light sensor for optimal LED brightness control, from the bright sunlight, to the dim interior of a patrol car. When connected to a laptop or desktop, the USB Base can be used to upload recordings to an evidence management system, receive firmware and configuration updates. WiFi Base - The Wi-Fi Base is mounted in the vehicle. It facilitates V300 upload of evidence to evidence management system, firmware updates, communication between V300 and in-car group devices, charges fully assembled V300 cameras or individual battery packs and more. It has LED indications of battery charging status and upload, and an ambient light sensor for optimal LED brightness control, from the bright sunlight, to the dim interior of a patrol car. c. Body Camera Mount Brand and Model Motorola Solutions Response: The Motorola V300 Body Camera has multiple mounts to fit multiple uniforms and operating conditions for the officer. The mounts include: Magnetic Mount, Molle Mount, and an Alligator Clip Mount. Page 358 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Product Information Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 22 d. Body Camera Extra Battery Brand and Model Motorola Solutions Response: The Motorola V300’s detachable battery allows officers to switch to a fully-charged battery if their shift goes longer than expected. And since batteries can charge without being attached to a camera, they can be kept fully charged and ready to go in a dock for use. This feature is especially helpful for agencies that share cameras among multiple officers. e. Body Camera Kiosk Software Brand and Model Motorola Solutions Response: The kiosk software is integrated into Motorola Evidence Library-On Prem. When paired with the V300 Transfer-Station, the officer can quickly sign-in and check-out his or her camera. Page 359 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Product Information Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 23 Mobile Video Recorder a. MVR Brand and Model Motorola Solutions Response: The Motorola M500 In-Car Video System is the first AI-enabled in-car video solution for law enforcement. It combines Motorola’s powerful camera technology with our industry-leading digital evidence management software (DEMS), to improve the quality of evidence collected and streamline the data sharing process throughout investigation. Video Recording and Capture Equipped with high-definition front and cabin cameras with configurable recording resolution of up to 1080p, the M500 creates a reliable record of evidence that can be uploaded to your DEMS solution from any location with a cellular or Wi-Fi signal. It is equipped with patented Record-After-the-Fact (RATF) technology, which ensures continuous recording from both front and cabin perspectives whenever the camera is on, even if the recording function isn’t manually engaged. All RATF data is automatically uploaded to DEMS, for easy review and data capture whenever it is needed. License Plate Capture and Analysis The M500’s artificial intelligence is capable of continuously scanning and detecting license plates while integrating with Vigilant LEARN. This integration enables access to a database of over 35+ billion detections, where users can search for insights such as location; year, make, and model; and associate vehicle analysis. This can allow surveying for license plates that could be associated with arrest warrants or stolen automobile reports. Display and User Interface The M500 system features a 5” control panel with a bright, clear display. It offers an icon-driven interface and intuitive controls to streamline field operations. Users can execute any function on the device within three taps of the screen. Automatic Recording Functionality Users can program various sensors to activate a new recording. These sensors include emergency lights, sirens, auxiliary inputs, wireless microphones, vehicle speed, and crash detection. When these sensors are triggered, the integrated cameras automatically start recording, allowing officers to capture video evidence without manually activating any cameras. Integration with V300 The M500 integrates with the V300 Body-Worn Camera for synchronized recording and playback, as well as wireless uploading. Whenever one camera in a group is activated, the Group Recording function enables other cameras in that group within Wi-Fi range to join in on a group recording for easy capture of all available information. Video evidence on a V300 Body-Worn Camera can be uploaded to your evidence management system via an in-car LTE network. Page 360 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Product Information Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 24 b. MVR Front Facing Camera Brand and Model Motorola Solutions Response: The Motorola M5F 4k high-definition front facing camera for M500. c. MVR in Cabin Camera Brand and Model Motorola Solutions Response: The Motorola M5P high-definition cabin camera comes integrated with both IR lights and a built-in microphone. d. MVR HiFi Microphone Brand and Model Motorola Solutions Response: The Motorola Hi-Fi Body Microphone. e. MVR WiFi Body Camera Charging and Uploading Dock Brand and Model Motorola Solutions Response: The Motorola V300 Wi-Fi Base is mounted in the vehicle. It facilitates V300 upload of evidence to evidence management system, firmware updates, communication between V300 and in-car group devices, charges fully assembled V300 cameras or individual battery packs and more. It has LED indications of battery charging status and upload, and an ambient light sensor for optimal LED brightness control, from the bright sunlight, to the dim interior of a patrol car Page 361 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Product Information Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 25 Product Literature Motorola Solutions has included product literature for the V300 and M500 on the following pages. Page 362 Item 26. V300 BODY-WORN CAMERA Continuous-operation body-worn camera keeps officers moving forward. SYSTEM Temperature Range (Operational)-20°C to +60°C; -4°F to +140°F Field of View 130° Horizontal 73° Vertical, adjustable up + 15° down - 20° (User can adjust vertical field of view) Dimensions 3.5 in (H) x 2.4 in (W) x 1.1 in (D); 8.9 cm (H) x 6.1 cm (W) x 2.8 cm (D) Battery Dimensions 2.4 in (H) x 2.5 in (W) x 0.6 in (D); 6.0 cm (H) x 6.4 cm (W) x 1.6 cm (D) Battery Weight 3.5 oz (99.2 g) Combined Weight 6.8 oz (192.8 g) MIL SPEC MIL-STD-810G Ingress Protection (IP) Rating IP67 GPS Yes Bluetooth®Yes 5.0 Wi-Fi®802.11 n LCD Display Battery condition, Memory space used and available, Number of recordings, Incident categories, Current recording duration, Current time/date, Assigned officer name, covert recording status, error codes, Wi-Fi, GPS. Activity Indicators Multi-tone speaker, Vibration motor, Colored LED indicators. Mounting Options Magnetic Chest Mount Designed to fit perfectly over shirt placket buttons and zippers. MOLLE Mount Two adjacent loops across 2 rows of MOLLE webbing secures the camera to your uniform. KEY FEATURES INTEGRATED WITH VEHICLE VIDEO SYSTEM One or more V300 cameras and a 4RE® in-car system can work seamlessly as a single solution, capturing synchronized video of an incident from multiple vantage points. AUTOMATIC WIRELESS UPLOAD Send critical video back to headquarters while still in the field. When docked, the V300 uploads to evidence management systems via wireless networks like LTE, anytime, anywhere. DETACHABLE BATTERY Easily change the V300’s rechargeable battery while on the go. Keep an extra battery at the ready for unexpectedly long shifts. NATURAL FIELD OF VIEW Eliminate the fisheye effect from wide-angle lenses that warps video footage. Distortion correction technology provides a clear and complete evidence review process. SECURE ENCRYPTION Elevate your data security with encryption at rest and in transit technology. V300 guards your data and your reputation. CRITICAL EVIDENCE RECOVERY Never miss capturing a critical incident even days after it happened and a recording wasn’t activated. DATA SHEET | V300 Page 363 Item 26. VIDEO RECORDING Resolutions 1920x1080 (1080p), 1280x720 (720p), 864x480 (480p). Frames per second 30, 15, 10 and 5 fps (Configurable per agency requirements). Storage Capacity 128GB / 23 hours of 1080p HD video; 46 hours of 720p HD Video; 114 Hours of 480p SD Video. Video Compression H.264 High Profile - reduces file sizes by nearly 50% and provides best image quality to file size ratio. Group Recording Activation Integrates with 4RE in-car video system and other V300 body-worn cameras. Bidirectional activation. Dewarping Vertical dewarping (removes fisheye effect). Image Sensor*4K sensor. Pre-Event Options None, 15s, 30s, 45s, 1m, 2m Continuous background recording also available. Redundancy Record-After-The-Fact AUDIO RECORDING High Quality Audio AAC Audio. Acoustic foam chamber blocks wind noise. High-tech membrane blocks water but not sound. Dual Audiophile quality solid state microphones, eliminate wind noise. BATTERY Type Lithium Polymer, field-swappable, rechargeable . Stand-by Will vary on configuration. Charging Time < 4 hours**. EVIDENCE MANAGEMENT Evidence Library Store, manage and share evidence in a cloud-hosted or on-premises system. GET THE MOST OUT OF YOUR V300 BODY-WORN CAMERA WGA00625 V300 Body-Worn Camera WGP02614 Spare Camera Battery WGA00635 Wi-Fi Camera Docking Base WGA00650 Ethernet Transfer Station WGP02798 Magnetic Camera Mount WGP02836 MOLLE Camera Mount WGA00625 V300 CAMERA & ACCESSORIES WGP02614 WGA00635 WGA00650 WGP02836 WGP02798 *Image sensor is 4K but is used for digital turret adjustment. Recording maximum resolution is 1080p. DATA SHEET | V300 **Using ethernet transfer station. Page 364 Item 26. Slide to remove battery Front 2.4 in (6.1 cm)3.5 in (8.9 cm)Back Side 1.1 in (2.8 cm) Display Backlight Button Function Button Microphone Lens and Sensor LCD Display Power Button Record Start/ Stop Button Status LED Recording LCD DATA SHEET | V300 Page 365 Item 26. PAGE 1 IN-CAR VIDEO SYSTEM DATA SHEET M500 IN-CAR SYSTEM In your vehicle out in the field, your eyes are your first line of defense. You’re trained to constantly scan your surroundings for threats—to yourself and to the public. It’s intense, highly demanding work. But with our technology, you can lighten that load and heighten your situational awareness like never before. The M500 in-car video system is a groundbreaking leap forward in awareness, safety and efficiency. It’s not just an eye recording what it sees, it’s a brain analyzing everything around you. Powerful video analytics—driven by industry- leading 4k video—constantly process your surroundings, alerting you in real time to threats and search targets. An ultra-rugged, tamperproof design withstands the toughest conditions. An intuitive interface is easy to use in the most demanding situations. And the M500 seamlessly coordinates with the mission critical technology you already count on— from body cameras, to command centers and evidence management. When you’re only as safe as what you can see, the M500 gives you real time awareness of what’s happening around you. It’s a watchtower calling out what you need to know. A partner that takes you to a new level of calm and collected. Because the more you know what’s out there, the more you can keep yourself and the people you serve safe. Page 366 Item 26. PAGE 2 *Feature not supported at launch Front Camera Recording Support for high resolution front camera Cabin Camera Recording Support for daylight and infrared cabin camera with integrated microphone Cabin Microphone Recording Support for discreet cabin microphone x2 Smart Power Switch (SPS) Power and/or connectivity for MDC, LTE/WiFi router, and V300 WiFi dock USB Drive Support Support for configuration and firmware updates via removable USB drive USB Evidence Backup Removable USB Drive can be used for storing and offloading video evidence* Auto-record Triggers System can be triggered to record by vehicle speed, lights, siren, aux input x2 Auto-stop Record Configurable maximum length of video recordings Group Recordings System can initiate group recordings with body cameras (V300 only) GPS Support Support for GPS location information and timing reference WiFi Event Upload System can upload events to DEMS solution via WiFi access point LTE/WiFi Router Upload System can upload events via a Sierra Wireless LTE/WiFi modem/router Encryption Video evidence is encrypted at rest and in transit Officer Settings User access to system preferences to adjust display brightness, etc Event Playback Video and audio can be played back on the control panel / display Record-after-the-Fact™ Events can be recovered from the system even if no recording was initiated Remote Upgrade System firmware can be upgraded over a wireless link Dual-stream Recording System can record 2 streams and select upload resolution based on event tagging Covert Mode System can be configured to record with no visual or audio indicators Dark Mode System can be configured to turn off screen, and button backlights State Capture System can log key parameters for debug purposes Impact Detection System can recognize vehicle impact and automatically start recording Internal UPS System can self-power for several seconds in case of vehicle collision / power failure License Plate Recognition System can read license plates and interface with Vigilant LEARN database Back Seat Occupancy Detection Cabin camera will automatically record when a human is detected in back seat* Wide And Cropped Front Camera Views System will capture panoramic and detailed views (at 2 resolutions each) Synchronized Playback Support for synchronized playback in EvidenceLibrary and CommandCentral Evidence HiFi Microphone Support System supports up to 2x portable wireless microphones Live-streaming Video and audio streaming to CommandCentral Aware* EvidenceLibrary Support System can upload events to Evidence Library 5 or EvidenceLibrary.com CommandCentral Evidence Support Events can be uploaded to CommandCentral Evidence SCAN. ANALYZE. REACT. M500 KEY FEATURESFEATURES M500 CORE PROCESSOR M5F FRONT CAMERA M5P CABIN CAMERA M5D CONTROL PANEL HIFI MICROPHONE DATA SHEET M500 IN-CAR SYSTEM PAGE 2Page 367 Item 26. M500 CORE PROCESSOR KEY FEATURES POWERCORE PROCESSOR Form Factor Single DIN Dimensions (H x W x D) 7.0 x 1.9 x 7.7 (180 x 49 x 171 mm) Weight 3.1 lb (1.4 kg) Operating Temperature -30°C to +65°C (-22°F to +149°F) Mounting Option Overhead (vehicle-specific brackets) or universal mount Recording Media (Internal) 1 TB automotive-grade solid state drive Recording Media (Removable)128 GB USB Drive* GPS Integrated Crash Detection 6-axis sensor Additional Input / Outputs USB, Ethernet, wired microphone (x2), trigger interface (2 AUX inputs), wireless microphone (x2), powered ethernet (x4)* Video Transfer Methods Wireless 802.11 router, optional WiFi or all-in-one LTE/WiFi Router, Ethernet, USB* Max Camera Capacity Up to 5 cameras (Initial release: 2) Resolutions 1920x1080p, 1280x720p, 864x480p (dual stream, configurable), with configurable high/medium/low bitrate Frame Rate 30, 15, 10, & 5 fps (configurable) Multiple Resolution Encoding Records two resolutions simultaneously (patented): 1080p/720p, 1080p/4080p, or 720p/480p Recording Triggers Lights, siren, AUX triggers (x2), impact/ crash, speed, wireless microphone, backseat occupancy Storage Dual drive architecture* Pre-Event None, 15 sec, 30 sec, 45 sec, 90 sec, 1 min, 2 min, 3 min, 5 min, or 10 min Redundancy Record-After-The-Fact (patented, configurable) Recording Capacity Dependent on recording resolution, frame rate and cameras connected: Video 1080p@30fps High Quality = 4.5GB per hour per stream 720p@30fps High Quality = 2.25GB per hour per stream 480p@30fps High Quality = 1GB per hour per stream Audio 23.4MB per hour per stream WiFi WiFi, LTE/WiFi routers Security FIPS-140-2 compliant encryption Cabin Camera Audio Integrated MEMs microphone (digital audio over coax) PAGE 3DATA SHEET M500 IN-CAR SYSTEM Page 368 Item 26. M500 CORE PROCESSOR KEY FEATURES CAPTUREFRONT CAMERA DATA SHEET M500 IN-CAR SYSTEM Dimensions (H x W x D), including bracket 1.7 x 1.6 x 2.7 in (43 x 40 x 69 mm) Weight 2.68 oz (85.4 g) Operating Temperature -30°C to +65°C (-22°F to +149°F) Connection Bayonet-locking HDBNC for power and data Aspect Ratio Electronic panoramic view (simultaneous wide and cropped streams) Horizontal Field of View Wide panoramic stream: 102/119° with/without dewarp Cropped stream: 51/59.5° with/without dewarp Low Light Performance Below 0.1 lux Sensor Resolution 3840x1920 pixels Sensor Technology 8MP, BL-CMOS (backlit CMOS) Sensor Area 1 x 1.7 in Mounting Windshield puck or ball mount PAGE 4PAGE 4Page 369 Item 26. M5P CABIN CAMERA KEY FEATURES COMPACTCABIN CAMERA DATA SHEET M500 IN-CAR SYSTEM PAGE 5PAGE 5 Dimensions (H x W x D)4.5 x 1.9 x 1.5 in (113 x 48 x 39 mm) Weight 5.3 oz (150 g) Operating Temperature -30°C to +65°C (-22°F to +149°F) Connection Single HD-BNC connection for power and data Resolution 1920x1080 Viewing Angle 108° (horizontal) Low Light Performance 0 lux (infrared illumination) Infrared Illumination 940nm, not visible Audio Integrated MEMs microphone (digital audio over coax) Environmental Protection IP54, MIL-STD 810G Mounting Tamperproof screws or zip ties, 180-degree rotation Page 370 Item 26. M5D CONTROL PANEL KEY FEATURES INTUITIVECONTROL PANEL Dimensions (H x W x D)4.3 x 5.7 x 1.4 x in (110 x 144 x 36 mm) Weight 0.7 lb (0.3 kg) Operating Temperature -30°C to +65°C (-22°F to +149°F) Connection Single HD-BNC connection for power and data Screen Size 5" diagonal Screen Resolution 1920x1080 Screen Brightness 600 nits Touchscreen Technology Capacitive multi-touch Dedicated Controls Power, home, record, stop, cameras, display Mounting B-size RAM mount Other Silicone overmold for secure grip DATA SHEET M500 IN-CAR SYSTEM PAGE 6PAGE 6Page 371 Item 26. PAGE 7 HIFI MICROPHONE KEY FEATURES CONNECTHFI MICROPHONE DATA SHEET M500 IN-CAR SYSTEM PAGE 7PAGE 7 Dimensions (H x W x D), Transmitter 3.0 x 2.1 x 1.1 in (75 x 53 x 28 mm), not including clip Dimensions (H x W x D), Charging Dock 3.1 x 3.0 x 2.0 in (80 x 75 x 51 mm) Dimensions (H x W x D), Transmitter in Charging Dock 4.2 x 3.0 x 2.0 in (108 x 75 x 51 mm) Weight (Transmitter)3.0 oz (85 g) Weight (Charging Dock)4.5 oz (128 g) Operating Temperature -25°C to +65°C (-13°F to +149°F) Frequency Response 200-10,000 Hz +/- 3 dB Wireless Link Frequency Band 2.4 GHz Audio Compression BV32 Page 372 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Experience Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 26 Section E Experience Please provide information for at least three (3) same or similar projects where body worn cameras and in-car video systems were simultaneously upgraded/switched out, as well as completed on -site at customer locations Motorola Solutions Response: Southlake Police Department Recently upgraded from 4RE and Vista cameras to M500/V300 and Evidence Library Cloud. (40) V300 body cameras, (21) M500 in-car and installations were performed onsite by a local installation company. Captain Randy Thomas, (817) 748-8207 Duncanville Police Department Recently upgraded to (70) V300 and EL5 from EL4 and Vista/4RE. Existing in-car body camera docks were swapped out as well as V300 hardware and docks. Lt Rebekah Hendrick, 972-780-5034 Stillwater Police Department OK Recently upgraded to (90) V300 with 4RE - existing docks were swapped out in car and BWC upgraded Aaron Kelly, 405.742.8304 Page 373 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A References Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 27 Section F References Motorola Solutions has included the customer provided References Worksheet on the following pages. Page 374 Item 26. References Worksheet Please provide at least five (5) verifiable references for same or similar services as the Town has specified in the solicitation, in the spaces provided below. Company Name: Contact Name: Address: Email Address: Phone: Contract Date: Description of Services: Company Name: Contact Name: Address: Email Address: Phone: Contract Date: Description of Services: Company Name: Contact Name: Address: Email Address: Phone: Contract Date: Description of Services: Company Name: Contact Name: Address: Email Address: Phone: Contract Date: Description of Services: Company Name: Contact Name: Address: Email Address: Phone: Contract Date: Description of Services: Plano Police Department Lt Glenn Cavin 972-941-2242 909 14th St Plano TX GlenC@Plano.gov 12-31-2022 Upgrade to Evidence Library Cloud and V300 Van Alstyne Police Department Lt Steve Hayslip Van Alstyne TX 903-482-5251 242 N Preston Street shayslip@vanalstynepolice.com 12/2021 Upgrade to Evidence Library Cloud / Command Central Evidence and M500 and V300 Allen Police Department Asst Chief Ken Myers Allen TX 214-509-4203 205 W. McDermott Dr KMyers@cityofallen.org 08/2022 Upgrade to ELC Cloud and V300 Trophy Club Police Department Chief Patrick Arata Trophy Club 682-237-2953 1 Trophy Wood Drive parata@trophyclub.org 07/2021 Upgrade to Evidence Library Cloud/Command Central Evidence and M500 and V300 Yukon Police Department Carter Wallace Yukon OK 405-350-8949 6 S. 5th St cwallace@yukonok.gov July 2022 Upgrade to ELC Cloud, V300 Page 375 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Pricing Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 28 Section G Pricing Pricing Details ID Item Number Description Qty Term Sale Price Ext. Sale Price Evidence Library: Video Evidence Management 1 KEY-EL50SRV-001 LICENSE,EL5 SITE LICENSE KEY 1 $1,000.00 $1,000.00 2 SFW-BWC-DEV-FEE EVIDENCE LIBRARY, VISTA/V300 ANNUAL DEVICE LICENSE & SUPPORT FEE* 40 5 YEAR $975.00 $39,000.00 3 SFW-4RE-DEV-FEE EVIDENCE LIBRARY, 4RE/ M500 ANNUAL DEVICE LICENSE & SUPPORT FEE 28 5 YEAR $975.00 $27,300.00 4 WGV-INT-CAD-100 INTEGRATION, CAD- RMS PACKAGE, ANNUAL/ DEVICE 68 5 YEAR $600.00 $40,800.00 CommandCentral Aware for Mobile Video 5 ISV00S02379A DELIVERY SERVICES 1 $1,578.13 $1,578.13 6 SSV00S03112A SOFTWARE,CC AWARE FOR MOBILE VIDEO 1 5 YEAR $36,720.00 $36,720.00 M500 7 IV-M5-FC-PC-V3C M500 ICV SYSTEM, V300 WIFI DOCK, SPS, CX 28 $6,015.00 $168,420.00 8 BRK-ICV-BWC-T21 BRKT KIT DISP/BWC/CAM TAHOE/SILV 2021 28 Included Included 9 WAR-M500-CAR-2Y M500 EXTENDED WARRANTY 28 5 YEAR $1,215.20 $34,025.60 10 IV-ACK-WF-C--DM MIKROTIK CONF WIFI KIT, DRILL MNT 28 $200.00 $5,600.00 Page 376 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Pricing Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 29 ID Item Number Description Qty Term Sale Price Ext. Sale Price 11 SVC-4RE-INS-100 IN-CAR SYSTEM INSTALLATION (PER UNIT CHARGE) 28 $650.00 $18,200.00 12 SVC-VID-REM-100 VIDEO SYSTEM REMOVAL (PER UNIT CHARGE) 28 $100.00 $2,800.00 13 IV-ACK-WF-NS-AP MIKROTIK WIFI KIT SECTOR AP 3 $250.00 $750.00 14 SVC-4RE-ONS-300 4RE, ON-SITE SERVICE ACCESS POINT/ WIRELESS DEPLOYMENT INSTALLATION (GENERAL) 3 $1,000.00 $3,000.00 V300 15 BW-V30-10-- V300 BODY WORN CAMERA, MAG CHEST MOUNT 40 $995.00 $39,800.00 16 VIS-300-BAT-RMV V300, BATT, 3.8V, 4180MAH 40 $99.00 $3,960.00 17 WAR-300-CAM-NOF V300 NO FAULT WRRANTY 40 3 YEAR $450.00 $18,000.00 18 BW-ACK-V3-TS V300 TRANSFER STATION II 16 $1,495.00 $23,920.00 19 VIS-300-CHG-001 V300, USB DOCK, D300, DESK CHGR/UPLD KIT 4 $95.00 $380.00 V300 20 BW-V30-10-- V300 BODY WORN CAMERA, MAG CHEST MOUNT 40 $995.00 $39,800.00 21 VIS-300-BAT-RMV V300, BATT, 3.8V, 4180MAH 40 $99.00 $3,960.00 22 WAR-300-CAM-NOF V300 NO FAULT WRRANTY 40 3 YEAR $450.00 $18,000.00 23 PRODUCT_REFRESH VIDEO EQUIPMENT,PRODUCT REFRESH 1 $39,800.00 $39,800.00 24 Discount 1 ($28,341) ($28,341.00) Grand Total $538,472.73 Page 377 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Conditions – Bid Attributes Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 30 Section H Conditions – Bid Attributes Page 378 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Exceptions and Clarifications Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page I-1 O Section I Exceptions and Clarifications Motorola Solutions’ (“Motorola”) proposal is subject to the enclosed responses, including any exceptions and clarifications to the Town of Prosper, TX (“Customer”) Request for Proposal for Body Worn Cameras and In-Car Video Replacement Systems, dated August 17th, 2022, and to the terms and conditions of the enclosed Master Customer Agreement (“MCA”), its Exhibits and applicable Addenda, or, in the alternative, a negotiated version thereof. This proposal was prepared in accordance with Motorola’s understanding of the Town of Prosper requirements based on the information provided and on good systems design techniques. All certifications are made to the best of Motorola’s knowledge and understanding at the time and date of submission of this bid. CONTRACT TERMS AND CONDITIONS Contract Requirements Exception Motorola respectfully takes exception to the Town of Prosper’s standard terms & conditions and submits its proposal subject to the terms and conditions of the enclosed Master Customer Agreement (“MCA”), its exhibits and applicable Addenda, or, in the alternative, a negotiated version thereof. The proposal submitted sets forth Motorola Solutions' ability to comply with (Customer) specifications. If Motorola Solutions' proposal is found acceptable and Motorola Solutions is awarded the contract, the proposal and any resulting negotiated contract will take precedence over the (Customer’s) terms and specifications in the solicitation. Insurance Requirements Comply with Clarification Motorola can comply subject to the Certificate of Insurance enclosed in Section K of this Proposal, and the following clarifications: Page 379 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Contract Documentation Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 2 Section J Contract Documentation Motorola Solutions has include contractual documentation in the follow pages. Page 380 Item 26. Master Customer Agreement 1 Master Customer Agreement This Master Customer Agreement (the “MCA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below (“Customer”). Motorola and Customer will each be referred to herein as a “Party” and collectively as the “Parties”. This Agreement (as defined below) is effective as of the date of the last signature (the “Effective Date”). 1.Agreement. 1.1. Scope; Agreement Documents. This MCA governs Customer’s purchase of Products (as defined below) and Services (as defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more addenda attached to this MCA (each an “Addendum”, and collectively the “Addenda”). In addition, the Parties may agree upon solution descriptions, equipment lists, statements of work, schedules, technical specifications, and other ordering documents setting forth the Products and Services to be purchased by Customer and provided by Motorola and additional rights and obligations of the Parties (the “Ordering Documents”). To the extent required by applicable procurement law, a proposal submitted by Motorola in response to a competitive procurement process will be included within the meaning of the term Ordering Documents. This MCA, the Addenda, and any Ordering Documents collectively form the Parties’ “Agreement”. 1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the MCA, but only as applicable to the Products and Services described in such Addendum. Each Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described on such Ordering Document. 2.Products and Services. 2.1. Products. Motorola will (a) sell hardware provided by Motorola (“Equipment”), (b) license software which is either preinstalled on Equipment or installed on Customer-Provided Equipment (as defined below) and licensed to Customer by Motorola for a perpetual or other defined license term (“Licensed Software”), and (c) license cloud-based software as a service products and other software which is either preinstalled on Equipment or installed on Customer- Provided Equipment, but licensed to Customer by Motorola on a subscription basis (“Subscription Software”) to Customer, to the extent each is set forth in an Ordering Document, for Customer’s own use in accordance with this Agreement. The Equipment, Licensed Software, and Subscription Software shall collectively be referred to herein as “Products”, or individually as a “Product”. At any time during the Term (as defined below), Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in the applicable Ordering Documents. 2.2. Services. 2.2.1. Motorola will provide services related to purchased Products (“Services”), to the extent set forth in an Ordering Document. 2.2.2. Integration Services; Maintenance and Support Services. If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Products at the applicable locations (“Sites”), agreed upon by the Parties (“Integration Page 381 Item 26. Master Customer Agreement 2 Services”), or (b) break/fix maintenance, technical support, or other Services (such as software integration Services) (“Maintenance and Support Services”), each as further described in the applicable statement of work. Maintenance and Support Services and Integration Services will each be considered “Services”, as defined above. 2.2.3. Service Ordering Documents. The Fees for Services will be set forth in an Ordering Document and any applicable project schedules. A Customer point of contact will be set forth in the applicable statement of work for the Services. For purposes of clarity, each statement of work will be incorporated into, and form an integral part of, the Agreement. 2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering Document, Services described in an Ordering Document will be deemed complete upon Motorola’s performance of all Services listed in such Ordering Document (“Service Completion Date”); provided, however, that Maintenance and Support Services may be offered on an ongoing basis during a given Ordering Document term, in which case such Maintenance and Support Services will conclude upon the expiration or termination of such Ordering Document. 2.3. Non-Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies. 2.4. Customer Obligations. Customer will ensure that information Customer provides to Motorola in connection with receipt of Products and Services are accurate an d complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to provide the Products and Services and perform its other duties under this Agreement. Unless the applicable Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions or Customer information, decisions, or approvals described in this Section. If any assumptions in the Ordering Documents or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola’s ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required. 2.5. Documentation. Products and Services may be delivered with documentation for the Equipment, software Products, or data that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information (collectively, “Documentation”). Documentation is and will be owned by Motorola, unless otherwise expressly agreed in an Addendum or Ordering Document that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non- exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services. 2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on an Ordering Document. The tools and Page 382 Item 26. Master Customer Agreement 3 equipment may be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer’s custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control. 2.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users’ names, passwords and login credentials for access to Products and Services. “Authorized Users” are Customer’s employees, full-time contractors engaged for the purpose of supporting the Products and Services that are not competitors of Motorola, and the entities (if any) specified in an Ordering Document or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies. 2.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations (a “Prohibited Jurisdiction”), and Customer will not provide access to the Products and Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located. 2.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or an Ordering Document by submitting a change order to the other Party (each, a “Change Order”). If a requested change in a Change Order causes an increase or decrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties. 3.Term and Termination. 3.1. Term. The term of this MCA (“Term”) will commence on the Effective Date and continue until six (6) months after the later of (a) the termination, expiration, or discontinuance of services under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering Document will set forth the term for the Products and Services governed thereby. 3.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Ordering Document if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Ordering Document may be separately terminable as set forth therein. Page 383 Item 26. Master Customer Agreement 4 3.3. Suspension of Services. Motorola may terminate or suspend any Products or Services under an Ordering Document if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating system, or version not approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola’s ability to perform. 3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential Information in their possession or control and, as applicable, provide proof of such destruction , except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement. 4.Payment and Invoicing. 4.1. Fees. Fees and charges applicable to the Products and Services (the “Fees”) will be as set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by Motorola at any time, except that Motorola will not change the Fees for Products and Services purchased by Customer during the term of an active Ordering Document or during a Subscription Term (as defined and further described in the applicable Addendum). Changes in the scope of Services described in an Ordering Document may require an adjustment to the Fees due under such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering Document. Unless otherwise specified in the applicable Ordering Document, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services. 4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, “Taxes”), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after Customer’s receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth. 4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in the applicable Addendum or Ordering Document. Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in an Ordering Document. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products or Services. 5.Sites; Customer-Provided Equipment; Non-Motorola Content. Page 384 Item 26. Master Customer Agreement 5 5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola’s access to the Sites. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void. 5.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS -222 in effect on the Effective Date. 5.3. Site Issues. Motorola will have the right at any time to inspect the Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section 5 – Sites; Customer-Provided Equipment; Non-Motorola Content. If Motorola or Customer identifies any deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in an Ordering Document is not acceptable or desired, the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Ordering Document. 5.4. Customer-Provided Equipment. Certain components, including equipment and software, not provided by Motorola may be required for use of the Products and Services (“Customer- Provided Equipment”). Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document. 5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, content, and data that is not provided by Motorola (collectively, “Non-Motorola Content”) with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized Users’ use of the Non-Motorola Content in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Content in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non-Motorola Content (e.g., in connection with Subscription Page 385 Item 26. Master Customer Agreement 6 Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Content with the Products and Services, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Content. If any Non-Motorola Content require access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non- Motorola Content to access Customer Data, in connection with the interoperation of such Non- Motorola Content with the Products and Services. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non-Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a violation of law, third-party rights, or Motorola’s policies is likely to occur, or if such Non-Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Nothing in this Section will limit the exclusions set forth in Section 7.2 – Intellectual Property Infringement. 6.Representations and Warranties. 6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party. 6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Ordering Document; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Ordering Document. Motorola provides other express warranties for Motorola-manufactured Equipment, Motorola-owned software Products, and certain Services. Such express warranties are included in the applicable Addendum or Ordering Document. Such representations and warranties will apply only to the applicable Product or Service that is the subject of such Addendum or Ordering Document. 6.3. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re-perform any non-conforming Service, at its option. Such remedies are Customer’s sole and exclusive remedies for Motorola’s breach of a warranty. Motorola’s warranties are extended by Motorola to Customer only, and are not assignable or transferrable. 6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola; provided, however, that to the extent offered by third-party providers of software or Page 386 Item 26. Master Customer Agreement 7 hardware and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties. 6.5. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WARRANTIES SET FORTH IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS. 7.Indemnification. 7.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding (“Claim”) for personal injury, death, or direct damage to tangible property to the extent caused by Motorola’s negligence, gross negligence or willful misconduct while performing its duties under an Ordering Document or an Addendum, except to the extent the claim arises from Customer’s negligence or willful misconduct. Motorola’s duties under this Section 7.1 – General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim. 7.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that a Motorola-developed or manufactured Product or Service (the “Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola’s duties under this Section 7.2 – Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim. 7.2.1. If an Infringement Claim occurs, or in Motorola’s opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) grant Customer (i) a pro-rated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software). 7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Motorola Content, or third-party equipment, hardware, software, data, or Page 387 Item 26. Master Customer Agreement 8 other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product. 7.2.3. This Section 7.2 – Intellectual Property Infringement provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. For clarity, the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 8 – Limitation of Liability below. 7.3. Customer Indemnity. To the extent authorized by Texas law, customer will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) Customer-Provided Equipment, Customer Data, or Non-Motorola Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products and Services) infringes or misappropriates a third- party intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer-Provided Equipment’s failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services; (c) Customer’s (or its service providers, agents, employees, or Authorized User’s) negligence or willful misconduct; and (d) Customer’s or its Authorized User’s breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola’s use of Customer- Provided Equipment, Customer Data, or Non-Motorola Content in violation of the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim. 8.Limitation of Liability. 8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MOTOROLA PARTIES”) WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY OBLIGATIONS, A CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE. Page 388 Item 26. Master Customer Agreement 9 8.2. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES SET FORTH IN THE ORDERING DOCUMENT UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, FOR ANY SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING SERVICES, THE MOTOROLA PARTIES’ TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SUCH PRODUCT OR RECURRING SERVICES IN THE AGGREGATE WILL NOT EXCEED THE TOTAL FEES PAID FOR SUCH SUBSCRIPTION SOFTWARE OR RECURRING SERVICE, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE. 8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A) CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER- PROVIDED EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C) LOSS OF DATA OR HACKING, RANSOMWARE, OR OTHER THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER THAN MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BY THE PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES. 8.4. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed issues in Section 8.3 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable. 8.5. Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action. 9.Confidentiality. 9.1. Confidential Information. “Confidential Information” means any and all non-public information provided by one Party (“Discloser”) to the other (“Recipient”) that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reasonable businessperson would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. The nature and existence of this Agreement are considered Confidential Information of the Parties . In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. Page 389 Item 26. Master Customer Agreement 10 9.2. Obligations of Confidentiality. During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in, this Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement. 9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently developed by Recipient without the use of, or reference to, any of Discloser’s Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential Information to the extent required by law, including a judicial or legislative order or proceeding. 9.4. Ownership of Confidential Information. All Confidential Information is and will remain the property of Discloser and will not be copied or reproduced without the express written permission of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser’s written request, Recipient will return or destroy all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing tha t all such Confidential Information has been destroyed. However, Recipient may retain (a) one (1) archival copy of the Confidential Information for use only in case of a dispute concerning this Agreement and (b)Confidential Information that has been automatically stored in accordance with Recipient’s standard backup or recordkeeping procedures, provided, however that Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 10.Proprietary Rights; Data; Feedback. 10.1. Data Definitions. The following terms will have the stated meanings: “Customer Contact Data” means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including marketing, advertising, licensing and sales purposes; “Service Use Data” means data generated by Customer’s use of the Products and Services or by Motorola’s support of the Products and Services, including personal information, product performance and error information, activity logs and date and time of use; “Customer Data” means data, information, and content, including images, text, videos, documents, audio, telemetry, location and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the use of the Products and Page 390 Item 26. Master Customer Agreement 11 Services. Customer Data does not include Customer Contact Data, Service Use Da ta, or information from publicly available sources or other Third-Party Data or Motorola Data; “Third- Party Data” means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services; “Motorola Data” means data owned or licensed by Motorola; “Feedback” means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services; and “Process” or “Processing” means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destructio n. 10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party) (collectively, “Motorola Materials”). The Products and Services, Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so. 10.3. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.4 – Processing Customer Data below and in other applicable Addenda. The Parties agree that with regard to the Processing of personal information which may be part of Customer Data, Customer is the controller and Motorola is the processor, and may engage sub-processors pursuant to Section 10.4.3 – Sub- processors. 10.4. Processing Customer Data. 10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants Motorola and its subcontractors a right to use Customer Data and a royalty-free, worldwide, non-exclusive license to use Customer Data (including to process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works from such Customer Data and to communicate, transmit, and distribute such Customer Data to third parties engaged by Motorola) to (a) perform Page 391 Item 26. Master Customer Agreement 12 Services and provide Products under the Agreement, (b) analyze the Customer Data to operate, maintain, manage, and improve Motorola Products and Services, and (c) create new products and services. Customer agrees that this Agreement, along with the Documentation, are Customer’s complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the Change Order process. Customer represents and warrants to Motorola that Customer’s instructions, including appointment of Motorola as a processor or sub-processor, have been authorized by the relevant controller. 10.4.2. Collection, Creation, Use of Customer Data. Customer further represents and warrants that the Customer Data, Customer’s collection, creation, and use of the Customer Data (including in connection with Motorola’s Products and Services), and Motorola’s use of such Customer Data in accordance with the Agreement, will comply with all laws and will not violate any applicable privacy notices or infringe any third-party rights (including intellectual property and privacy rights). It is Customer’s responsibility to obtain all required consents, provided all necessary notices, and meet any other applicable legal requirements with respect to collection and use (including Motorola’s use) of the Customer Data as described in the Agreement. 10.4.3. Sub-processors. Customer agrees that Motorola may engage sub-processors who in turn may engage additional sub-processors to Process personal data in accordance with this Agreement. When engaging sub-processors, Motorola will enter into agreements with the sub-processors to bind them to data processing obligations to the extent required by law. 10.5. Data Retention and Deletion. Except as expressly provided otherwise under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Ordering Document, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 13.9 – Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document. 10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, including the uses described below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve existing and create new products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users, and (d) to use anonymized or aggregated data for marketing, research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section. 10.7. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data may be available to Customer through the Products and Services. Customer and its Authorized Users may use Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third- Party Data provider, as described in the applicable Addendum. Unl ess expressly permitted in Page 392 Item 26. Master Customer Agreement 13 the applicable Addendum, Customer will not, and will ensure its Authorized Users will not: (a) use the Motorola Data or Third-Party Data for any purpose other than Customer’s internal business purposes; (b) disclose the data to third parties; (c) “white label” such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrict ions may be set forth in the applicable Addendum. Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third- Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA. Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate Customer’s or any Authorized User’s access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider believes Customer’s or the Authorized User’s use of the data violates the Agreement, applicable law or Motorola’s agreement with the applicable Third-Party Data provider. Upon termination of Customer’s rights to use any Motorola Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data available through the Products and Services. Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or Ordering Document. 10.8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights. 10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola. 11.Force Majeure; Delays Caused by Customer. 11.1. Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control. If performance will be significantly delayed, the affected Part y will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule. 11.2. Delays Caused by Customer. Motorola’s performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Ordering Document). In the event of a delay under this Section 11.2 – Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Page 393 Item 26. Master Customer Agreement 14 Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola’s affiliates, vendors, and subcontractors). 12.Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a “Dispute”): 12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof), in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. 12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”) to the other Party. The Parties will attempt to resolve the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to executives who have authority to settle the Dispute (and who are at a higher level of management than the persons with direct responsibility for the matter). If a Dispute is not resolved through negotiation, either Party may initiate mediation by sending a notice of mediation (“Notice of Mediation”) to the other Party. The Parties will choose an independent mediator within thirty (30) days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. All in person meetings under this Section 12.2 – Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola’s intellectual property rights will not be subject to negotiation or mediation in accordance with this Section, but instead will be decided by a court of competent jurisdiction, in accordance with Section 12.3 – Litigation, Venue, Jurisdiction below. 12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation. 13.General. 13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use of the Products and Services. Motorola may, at its discretion, ce ase providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Ordering Document), in order to comply with any changes in applicable law. 13.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit. Page 394 Item 26. Master Customer Agreement 15 Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement , in which case Customer will be responsible for such expenses and costs. 13.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganiz ation, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns. 13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights. 13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law. 13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind. 13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Partie s. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the software Products will be a direct and intended third-party beneficiary of this Agreement. 13.8. Interpretation. The section headings in this Agreement are included only for convenience The words “including” and “include” will be deemed to be followed by the phrase “without limitation”. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 13.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recogn ized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt. 13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as Page 395 Item 26. Master Customer Agreement 16 specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise. 13.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2.4 – Customer Obligations; Section 3.4 – Effect of Termination or Expiration; Section 4 – Payment and Invoicing; Section 6.5 – Warranty Disclaimer; Section 7.3 – Customer Indemnity; Section 8 – Limitation of Liability; Section 9 – Confidentiality; Section 10 – Proprietary Rights; Data; Feedback; Section 11 – Force Majeure; Delays Caused by Customer; Section 12 – Disputes; and Section 13 – General. 13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document. The Parties hereby enter into this MCA as of the Effective Date. Motorola: Motorola Solutions, Inc. Customer: Town of Prosper, TX By: ______________________________ Name: ____________________________ Title: _____________________________ By: _____________________________ Name: Norberto Colon Title: Vice President, MSSSI Date: __December 13, 2022_________Date: ____________________________ Ron Patterson Interim Town Manager Page 396 Item 26. Equipment Purchase and Software License Addendum 1 Equipment Purchase and Software License Addendum This Equipment Purchase and Software License Addendum (this “EPSLA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of 12-13-2022 (the “MCA”). Capitalized terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA. 1.Addendum. This EPSLA governs Customer’s purchase of Equipment and license of Licensed Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement. 2.Delivery of Equipment and Licensed Software. 2.1. Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if applicable, related Services) set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in the applicable Ordering Document or otherwise provided by Customer in writing, using a carrier selected by Motorola. Notwithstanding the foregoing, delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipment by Motorola in accordance with Ex Works, Motorola’s premises (Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applica ble to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Products. 2.2. Delays. Any shipping dates set forth in an Ordering Document are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund. 2.3. Beta Services. If Motorola makes any beta version of a software application (“Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies. 3.Licensed Software License and Restrictions. 3.1. Licensed Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement (including payment terms), Motorola hereby grants Customer and its Page 397 Item 26. Equipment Purchase and Software License Addendum 2 Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Licensed Software identified in an Ordering Document, in object code form only, and the associated Documentation, solely in connection with the Equipment provided by Motorola or authorized Customer-Provided Equipment (as applicable, the “Designated Products”) and solely for Customer’s internal business purposes. Unless otherwise stated in an Addendum or the Ordering Document, the foregoing license grant will be limited to the number of licenses set forth in the applicable Ordering Document and will continue for the life of the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or Ordering Document, Customer may install, access, and use Licensed Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Licensed Software remotely from any location. 3.2. Subscription License Model. If the Parties mutually agree that any Licensed Software purchased under this EPSLA will be replaced with or upgraded to Subscription Software, then upon such time which the Parties execute the applicable Ordering Document, the licenses granted under this EPSLA will automatically terminate, and such Subscription Software will be governed by the terms of the applicable Addendum under this Agreement. 3.3. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Licensed Software is governed by a separate license, EULA, or other agreement, including terms governing third-party equipment or software, such as open source software, included in the Products and Services. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party equipment or software. 3.4. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation in connection with their use of the Products. Customer will not and will not allow others, including the Authorized Users, to: (a) make the Licensed Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human- readable form; (c) modify, create derivative works of, or merge the Licensed Software with other software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed Software or Documentation for or to any third party without the prior express written permission of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice. 3.5. Copies. Customer may make one (1) copy of the Licensed Software solely for archival, back-up, or disaster recovery purposes during the term of the applicable Licensed Software license. Customer may make as many copies of the Documentation reasonably required for the internal use of the Licensed Software during such Licensed Software’s license term. Unless otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a Designated Product onto another device. Customer may temporarily transfer Licensed Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and identifies the device on which the Licensed is transferred. Temporary transfer of the Licensed Software to another device must be discontinued when the original Designated Product is returned to operation and the Licensed Software must be removed from the other device. Customer must provide prompt written notice to Motorola at the time temporary transfer is discontinued. Page 398 Item 26. Equipment Purchase and Software License Addendum 3 3.6. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party. 4. Term. 4.1. Term. The term of this EPSLA (the “EPSLA Term”) will commence upon either (a) the Effective Date of the MCA, if this EPSLA is attached to the MCA as of such Effective Date, or (b) the EPSLA Date set forth on the signature page below, if this EPSLA is executed after the MCA Effective Date, and will continue until the later of (i) three (3) years after the first order for Products is placed via an Ordering Document, or (ii) the expiration of all applicable warranty periods (as set forth in Section 6.1 – Motorola Warranties below) under this EPSLA, unless this EPSLA or the Agreement is earlier terminated in accordance with the terms of the Agreement. 4.2. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this EPSLA (and any Ordering Documents hereunder) immediately upon notice to Customer if Customer breaches Section 3 – Licensed Software License and Restrictions of this EPSLA, or any other provision related to Licensed Software license scope or restrictions set forth in an Ordering Document, EULA, or other applicable Addendum. For clarity, upon termination or expiration of the EPSLA Term, all Motorola obligations under this EPSLA (including with respect to Equipment and Licensed Software delivered hereunder) will terminate. If Customer desires to purchase additional Services in connection with such Equipment or Licensed Software, Customer may enter into a separate Addendum with Motorola, governing such Services. Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Licensed Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity, including immediate injunctive relief and repossession of all non-embedded Licensed Software and associated Documentation. 4.3. Equipment as a Service. In the event that Customer purchases any Equipment at a price below the MSRP for such Equipment in connection Customer entering into a fixed - or minimum required-term agreement for Subscription Software, and Customer or Motorola terminates the Agreement, this EPSLA, or other applicable Addendum (such as the Addendum governing the purchase of such Subscription Software) prior to the expiration of such fixed- or minimum required-term, then Motorola will have the right to invoice Customer for, and Customer will pay, the amount of the discount to the MSRP for the Equipment or such other amount set forth in the applicable Addendum or Ordering Document. This Section will not limit any other remedies Motorola may have with respect to an early termination. 5. Payment. Customer will pay invoices for the Products and Services provided under this EPSLA in accordance with the invoice payment terms set forth in the MCA. Generally, invoices are issued after shipment of Equipment or upon Motorola’s delivery of Licensed Software (in accordance with Section 2.1 – Delivery and Risk of Loss), as applicable, but if a specific invoicing or payment schedule is set forth in the applicable Ordering Document, EULA or other Addendum, such schedule will control with respect to the applica ble Products and Services referenced therein. Motorola will have the right to suspend future deliveries of Products and Services if Customer fails to make any payments when due. 6. Representations and Warranties; Liability. Page 399 Item 26. Equipment Purchase and Software License Addendum 4 6.1. Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorola - manufactured Equipment under Section 2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such Motorola-manufactured Equipment, under normal use, will be free from material defects in materials and workmanship; (b) to the extent permitted by the providers of third-party software or hardware included in the Products and Services, Motorola will pass through to Customer any warranties provided by such third parties, which warranties will apply for the period defined by the applicable third party; and (c) for a period of ninety (90) days commencing upon the delivery of Motorola-owned Licensed Software under Section 2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such Licensed Software, when used in accordance with the Documentation and the Agreement, will be free from reproducible defects that prevent operation of features critical to the primary functionality or successful operation of the Motorola-developed Licensed Software (as determined by Motorola). The warranty set forth in subsection (c) will be referred to as the “Motorola Licensed Software Warranty”. As Customer’s sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Licensed Software; provided, however, that if Motorola does not remedy such material defect within a reasonable time, then at Motorola’s sole option, Motorola will either replace the defective Licensed Software with functionally-equivalent software, provide substitute software to Customer, or terminate the applicable software license and refund any paid license fees to Customer on a pro-rata basis. For clarity, the Motorola Licensed Software Warranty applies only to the most current version of the Licensed Software issued by Motorola, and issuance of updated versions of any Licensed Software does not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90) day warranty period. 6.2. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING, MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER’S OR ANY AUTHORIZED USER’S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E) EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED SERVICES; OR (L) BETA SERVICES. 6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.2 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by p aying Motorola any Fees set forth in an Ordering Document for such Services, if applicable. 7.Copyright Notices. The existence of a copyright notice on any Licensed Software will not be construed as an admission or presumption of publication of the Licensed Software or public disclosure of any trade secrets associated with the Licensed Software. Page 400 Item 26. Equipment Purchase and Software License Addendum 5 8. Survival. The following provisions will survive the expiration or termination of this EPSLA for any reason: Section 3 – Licensed Software License and Restrictions; Section 4 – Term; Section 5 – Payment; Section 6.2 – Additional Exclusions; Section 8 – Survival. Page 401 Item 26. Software Products Addendum 1 Software Products Addendum This Software Products Addendum (this “SPA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of 12-13-2022 (the “MCA”), and the applicable Addenda. Capitalized terms used in this SPA, but not defined herein, will have the meanings set forth in the MCA or the applicable Addenda. 9.Addendum. This SPA governs Customer’s purchase of certain Motorola software Products, including Software Systems, and will form part of the Parties’ Agreement. A “Software System” is a solution that includes at least one command center software Product and requires Integration Services to deploy such software Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. In addition to the MCA, other Addenda may be applicable to the Software System or other software Products, including the Subscription Software Addendum (“SSA”), with respect to Subscription Software, and the Equipment Purchase and Software License Addendum (“EPSLA”), with respect to Licensed Software and Equipment, as further described below. This SPA will control with respect to conflicting terms in the MCA or any other applicable Addendum, but only as applicable to the Software System or other software Products purchased under this SPA and not with respect to other Products and Services. 10.Software Systems; Applicable Terms and Conditions. 10.1. On-Premise Software System. If Customer purchases an “on-premises Software System,” where Equipment and Licensed Software are installed at Customer Sites or on Customer-Provided Equipment, then, unless the Ordering Document(s) specify that any software is being purchased on a subscription basis (i.e., as Subscription Software), such Equipment and Licensed Software installed at Customer Sites or on Customer-Provided Equipment are subject to the EPSLA. On-premises Software Systems described in this Section qualify for the System Warranty as described in Section 5 – On-Premises Software System Warranty (the “System Warranty”). In connection with the on-premises Software System, Customer may also purchase additional Subscription Software that integrates with its on- premises Software System (e.g., CommandCentral Aware) (each, an “Add-On Subscription”). Any Add-On Subscription will be subject to the terms and conditions of the SSA and excluded from the System Warranty. 10.2. On-Premise Software System as a Service. If Customer purchases an “on-premises Software System as a service,” where Equipment and software Products are installed at Customer Sites or on Customer-Provided Equipment, and such software is generally licensed on a subscription basis (i.e., as Subscription Software), then such Subscription Software will be subject to the SSA and not the EPSLA. Any (a) Equipment purchased, (b) firmware preinstalled on such Equipment, and (c) Microsoft operating system Licensed Software are subject to the EPSLA. On-premises Software Systems as a service described in this Section are provided as a service and, accordingly, do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below. 10.3. Cloud Hosted Software System. If Customer purchases a “cloud hosted Software System,” where the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted Subscription Software), including CommandCentral Products, then Page 402 Item 26. Software Products Addendum 2 such Subscription Software is subject to the SSA. Any Equipment purchased in connection with a cloud Software System is subject to the EPSLA. Cloud hosted Software Systems described in this Section do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below. 10.4. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a part of, a Software System are subject to the MCA, and as described in the applicable Ordering Document. 11.Software System Completion. Any Software System described in an Ordering Document hereunder (including the Products, Integration Services, and all other components thereof) will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of each Product that is included in the Software System (unless alternative acceptance procedures are set forth in the applicable Ordering Document) (the “System Completion Date”). Customer will not unreasonably delay Beneficial Use of any Product within a Software System, and in any event, the Parties agree that Beneficial Use of a Product will be deemed to have occurred thirty (30) days after functional demonstration. For clarity, if a Software System is comprised of more than one Product, Motorola may notify Customer that all Integration Services for a particular Product within the Software System have been completed, and Customer may have Beneficial Use of such Product prior to having Beneficial Use of other Products in the Software System, or of the Software System as a whole. In such case, the Integration Services applicable to such Product will be deemed complete upon Customer’s Beneficial Use of the Product (“Product Completion Date”), which may occur before the System Completion Date. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the material features and functionalities of a Product within a Software System, in material conformance with Product descriptions in the applicable Ordering Document. This Section applies to Products purchased as part of a Software System notwithstanding the delivery provisions of the Addendum applicable to such Products, such as the SSA or EPSLA, and this Section will control over such other delivery provisions to the extent of a conflict. 12.Payment. Customer will pay invoices for the Products and Services covered by this SPA in accordance with the invoice payment terms set forth in the MCA . Fees for Software Systems will be invoiced as of the System Completion Date, unless another payment process or schedule or milestones are set forth in an Ordering Document or applicable Addendum. In addition to Equipment, Licensed Software, Subscription Software and Integration Services (as applicable) sold as part of a Software System, the Ordering Documents for a Software System may also include post-deployment Integration Services or other Services which are to be provided following the date of functional demonstration (“Post-Deployment Services”). Post- Deployment Services will be invoiced upon their completion and paid by Customer in accordance with the terms of the MCA. 13.On-Premises Software System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date for an on-premises Software System described in Section 2.1 – On-Premises Software System, or on the applicable Product Completion Date for a specific Product within such on-premises Software System, if earlier, (a) such Software System or Product will perform in accordance with the descriptions in the applicable Ordering Documents in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such on-premises Software System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue Page 403 Item 26. Software Products Addendum 3 for a period of one (1) year commencing upon the System Completion Date for the Software System that includes such Products, or on the applicable Product Completion Date, if earlier, instead of commencing upon delivery of the Products in accordance with the terms and conditions set forth in Section 6 – Representations and Warranties; Liabilities of the EPSLA. The warranties set forth in the applicable Addenda are not otherwise modified by this SPA. 14. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or use, any Non-Motorola Content with or in connection with a Software System or other software Product provided by Motorola under this SPA, without the express written permission of Motorola. 15. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”) offered sold in connection with any Software System. APIs will evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts to continue supporting any version of an API for 6 months after such version is introduced, but if Motorola determines, in its sole discretion, determines to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk, Motorola may discontinue an API without prior notice. 16. Support of Downloaded Clients. If Customer purchases any software Product that requires a client installed locally on any Customer-Provided Equipment or Equipment in possession of Customer, Customer will be responsible for downloading and installing the current version of such client, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client for forty-five (45) days following its release, but Motorola may update the current version of its client at any time, including for bug fixes, product improvements, and feature updates, and Motorola makes no representations or warranties that any software Product will support prior versions of a client. 17. Applicable End User Terms. Additional license terms apply to third-party software included in CAD and Records Products which are available online at: www.motorolasolutions.com/legal-flow-downs . Customer will comply, and ensure its Authorized Users comply, with all such additional license terms . 18. Additional Terms for On-Premise Software System as a Service. The terms set forth in this Section 10 – Additional Terms for On-Premise Software System as a Service apply in the event Customer purchases an on-premises Software System as a service under this SPA. 18.1. Transition to Subscription License Model. If the Parties mutually agree that any on- premises Subscription Software purchased under this SPA as part of an on-premises Software System as a service will be replaced with or upgraded to Subscription Software hosted in a data center, then upon such time which the Parties execute the applicable Ordering Document, (a) the licenses granted to such on-premises Subscription Software under the applicable Ordering Document will automatically terminate, (b) Customer and its Authorized Users will cease use of the applicable on-premises copies of Subscription Software, and (c) the replacement hosted Subscription Software provided hereunder will be governed by the terms of the SSA and this SPA. 18.2. Transition Fee. Motorola will not charge additional Fees for Services related to the transition to hosted Subscription Software, as described in Section 10.1 – Transition to Subscription License Model. Notwithstanding the foregoing, subscription Fees for the applicable hosted Subscription Software are subject to the SSA and the applicable Ordering Page 404 Item 26. Software Products Addendum 4 Document, and may be greater than Fees paid by Customer for on-premises Subscription Software. 18.3. Software Decommissioning. Upon (a) transition of the on-premises Software System as a service to Subscription Software hosted in a data center or (b) any termination of the Subscription Software license for the on-premises Software System as a service, Motorola will have the right to enter Customer Sites and decommission the applicable on-premises Subscription Software that is installed at Customer’s Site or on Customer-Provided Equipment. For clarity, Customer will retain the right to use Licensed Software that is firmware incorporated into Equipment purchased by Customer from Motorola and any Microsoft operating system Licensed Software. 19.Additional Terms for CAD and Records Products. The terms set forth in this Section 11 – Additional Terms for CAD and Records Products apply in the event Customer purchases any Computer Aided Dispatch (“CAD”) or Records Products under this SPA. 19.1. Support Required. Customer acknowledges and agrees that the licenses granted by Motorola under the Agreement to CAD and Records Products for on -premises Software Systems are conditioned upon Customer purchasing Maintenance and Support Services for such Products during the term of the applicable license. If at any time during the term of any such license, Customer fails to purchase associated Maintenance and Support Services (or pay the fees for such Services), Motorola will have the right to terminate or suspend the software licenses for CAD and Record Products, and this SPA or the applicable Ordering Document. 19.2. CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or Ordering Document for the applicable Product. Customer hereby consents to Motorola screened personnel serving as the “escort” within the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Product support and development. 20.Additional Cloud Terms. The terms set forth in this Section 12 – Additional Cloud Terms apply in the event Customer purchases any cloud hosted software. 20.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored content for cloud hosted software. All data, replications, and backups will be stored at a location in the United States for Customers in the United States. 20.2. Data Retrieval. Cloud hosted software will leverage different types of storage to optimize software, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in archival storage may take up to 24 hours to be viewable. 20.3. Maintenance. Scheduled maintenance of cloud hosted Software will be performed periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week in advance of any such maintenance. Unscheduled and emergency maintenance may be required from time to time. Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance 24 hours in advance. Page 405 Item 26. Software Products Addendum 5 21.Survival. The following provisions will survive the expiration or termination of this SPA for any reason: Section 1 – Addendum; Section 2 – Software Systems; Applicable Terms and Conditions; Section 6 – Prohibited Use; Section 9 – Applicable End User Terms; Section 13 – Survival. Page 406 Item 26. Subscription Software Addendum 1 Subscription Software Addendum This Subscription Software Addendum (this “SSA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of 12-13-2022 (the “MCA”). Capitalized terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA. 1.Addendum. This SSA governs Customer’s purchase of Subscription Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement. Additional Subscription Software-specific Addenda or other terms and conditions may apply to certain Subscription Software, where such terms are provided or presented to Customer. 2.Delivery of Subscription Software. 2.1. Delivery. During the applicable Subscription Term (as defined below), Motorola will provide to Customer the Subscription Software set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will provide Customer advance notice (which may be provided electronically) of any planned downtime. Delivery will occur upon Customer’s receipt of credentials required for access to the Subscription Software or upon Motorola otherwise providing access to the Subscription Software. If agreed upon i n an Ordering Document, Motorola will also provide Services related to such Subscription Software. 2.2. Modifications. In addition to other rights to modify the Products and Services set forth in the MCA, Motorola may modify the Subscription Software, any associated recurring Services and any related systems so long as their functionality (as described in the applicable Ordering Document) is not materially degraded. Documentation for the Subscription Software may be updated to reflect such modifications. For clarity, new features or enhancements that are added to any Subscription Software may be subject to additional Fees. 2.3. User Credentials. If applicable, Motorola will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative user credentials are accessed and used only by Customer’s employees with training on their proper use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user credentials, including any administrative user credentials, and maintain user credential validity, including by updating passwords. Customer will be liable for any use of the Subscription Software through such user credential (including through any administ rative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms of the MCA. 2.4. Beta Services. If Motorola makes any beta version of a software application (“Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the Page 407 Item 26. Subscription Software Addendum 2 duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by thei r nature, have not been fully tested and may contain defects or deficiencies. 3. Subscription Software License and Restrictions. 3.1. Subscription Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Subscription Software identified in an Ordering Document, and the associated Documentation, solely for Customer’s internal business purposes. The foregoing license grant will be limited to use in the territory and to the number of licenses set forth in an Ordering Document (if applicable), and will continue for the applicable Subscription Term. Customer may access, and use the Subscription Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscripti on Software remotely from any location. No custom development work will be performed under this Addendum. 3.2. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Subscription Software is governed by a separate license, EULA, or other agreement, including terms governing third-party software, such as open source software, included in the Subscription Software. Customer will comply, and ensure its Authorized Users comply, with such additional license agreements. 3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in conn ection with their use of the Subscription Software. Customer will not, and will not allow others including the Authorized Users, to make the Subscription Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof to a human-readable form; modify, create derivative works of, or merge the Subscription Software or software used to provide the Subscription Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take any action that would cause the Subscription Software, software used to provide the Subscription Software, or Documentation to be placed in the public domain; use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials (including among Authorized Users); use the Subsc ription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks. 4. Term. 4.1. Subscription Terms. The duration of Customer’s subscription to the first Subscription Software and any associated recurring Services ordered under this SSA (or the first Subscription Software or recurring Service, if multiple are ordered at once) will commence upon delivery of such Subscription Software (and recurring Services, if applicable) and will continue for a twelve (12) month period or such longer period identified in an Ordering Document (the “Initial Subscription Period”). Following the Initial Subscription Period, Customer’s subscription to the Subscription Software and any recurring Services will automatically renew for additional twelve (12) month periods (each, a “Renewal Subscription Year”), unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the Page 408 Item 26. Subscription Software Addendum 3 conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a “Subscription Term”.) Motorola may increase Fees prior to any Renewal Subscription Year. In such case, Motorola will notify Customer of such proposed increase no later than thirty (30) days prior to commencement of such Renewal Subscription Year. Unless otherwise specified in the applicable Ordering Document, if Customer orders any additional Subscription Software or recurring Services under this SSA during an in-process Subscription Term, the subscription for each new Subscription Software or recurring Service will (a) commence upon delivery of such Subscription Software or recurring Service, and continue until the conclusion of Customer’s then-current Subscription Term (a “Partial Subscription Year”), and (b) automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. Thus, unless otherwise specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized. 4.2. Term. The term of this SSA (the “SSA Term”) will commence upon either (a) the Effective Date of the MCA, if this SSA is attached to the MCA as of such Effective Date, or (b) the SSA Date set forth on the signature page below, if this SSA is executed after the MCA Effective Date, and will continue until the expiration or termination of all Subscription Terms under this SSA, unless this SSA or the Agreement is earlier terminated in accordance with the terms of the Agreement. 4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 – Subscription Software License and Restrictions of this SSA, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that Customer’s use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Subscription Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief). 4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA, Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Subscription Software or Service to customers. 5. Payment. 5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering Document for each Subscription Software and associated recurring Service, before the commencement of each Subscription Term. For any Partial Subscription Year, the applicabl e annual subscription Fee will be prorated based on the number of months in the Partial Subscription Year. The annual subscription Fee for Subscription Software and associated recurring Services may include certain one-time Fees, such as start-up fees, license fees, or other fees set forth in an Ordering Document. Motorola will have the right to suspend the Page 409 Item 26. Subscription Software Addendum 4 Subscription Software and any recurring Services if Customer fails to make any payments when due. 5.2. License True-Up. Motorola will have the right to conduct an audit of total user licenses credentialed by Customer for any Subscription Software during a Subscription Term, and Customer will cooperate with such audit. If Motorola determines that Customer’s usage of the Subscription Software during the applicable Subscription Term exceeded the total number of licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the MCA. 6. Liability. 6.1. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES. 6.2. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.1 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable. 7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a controller of data, it will comply with the applicable provisions of the Motorola Privacy Statement at https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement, as may be updated from time to time. Motorola holds all Customer Contact Data as a controller and shall Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In instances where Motorola is acting as a joint controller with Customer, the Parties will enter into a separate Addendum to the Agreement to allocate the respective roles as joint controllers. 8. Survival. The following provisions will survive the expiration or termination of this SSA for any reason: Section 4 – Term; Section 5 – Payment; Section 6.1 – Additional Exclusions; Section 8 – Survival. Page 410 Item 26. Mobile Video Addendum 1 Mobile Video Addendum This Mobile Video Addendum (this “MVA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and Customer (as defined in the MCA), and will be subject to, and governed by, the terms of the Master Customer Agreement, available at www.motorolasolutions.com/product-terms (the “MCA”), and the applicable Addenda. Capitalized terms used in this MVA, but not defined herein, will have the meanings set forth in the MCA or the applicable Addenda. 22. Addendum. This MVA, available at www.motorolasolutions.com/product-terms, governs Customer’s purchase of any Motorola mobile video Products, including participation in Motorola’s Video-as-a-Service Program (“VaaS Program”). A “Mobile Video System” is a solution that includes at least one mobile video Product and requires Integration Services to deploy such mobile video Product or the associated evidence management Product at a Customer Site. In addition to the MCA, other Addenda may be applicable to Products offered under this MVA, including the Subscription Software Addendum (“SSA”), with respect to Subscription Software, and the Equipment Purchase and Software License Addendum (“EPSLA”), with respect to Licensed Software and Equipment, as each of those terms are defined therein, and as further described below. This MVA will control with respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Mobile Video System or other Products purchased under this MVA and not with respect to other Products or Services. 23. Evidence Management Systems; Applicable Terms and Conditions. 23.1. On-Premise Evidence Management. If Customer purchases a Mobile Video System where Equipment and Licensed Software for evidence management is installed at Customer Sites (an “On-Premises Evidence Management System”), then, unless the Ordering Document(s) specify that any software is being purchased on a subscription basis (i.e., as Subscription Software), any (i) Equipment and (ii) Licensed Software installed at Customer Sites or on Customer-Provided Equipment, in each case purchased in connection with the On- Premises Evidence Management System, are subject to the EPSLA. On-Premises Evidence Management Systems described in this Section qualify for the System Warranty as described in Section 4 – On-Premises Evidence Management System Warranty (the “System Warranty”). 23.2. Cloud Hosted Evidence Management. If Customer purchases Mobile Video System where the software for evidence management is hosted in a data center and provided to Customer as a service (”Cloud Hosted Evidence Management System”), including CommandCentral Evidence and EvidenceLibrary.com Products, then such Cloud Hosted Evidence Management System is subject to the SSA. Any Equipment purchased in connection with Cloud Hosted Evidence Management System is subject to the EPSLA. Cloud Hosted Evidence Management System described in this Section do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 7 – System Completion below. 23.3. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a part of, a Mobile Video System are subject to the MCA, and as described in the applicable Ordering Document. Page 411 Item 26. Mobile Video Addendum 2 24. Payment. Customer will pay invoices for the Products and Services covered by this MVA in accordance with the invoice payment terms set forth in the MCA. Fees for Mobile Video Systems will be invoiced as of the System Completion Date, unless another payment process or schedule or milestones are set forth in an Ordering Document or applicable Addendum. In addition to Equipment, Licensed Software, Subscription Software and Integration Services (as applicable) sold as part of a Mobile Video System, the Ordering Documents for a Mobile Video System may also include post-deployment Integration Services or other Services which are to be provided following the date of functional demonstration (“Post-Deployment Services”). Post-Deployment Services will be invoiced upon their completion and paid by Customer in accordance with the terms of the MCA. 25. On-Premises Evidence Management System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date (as defined below) for an On-Premises Evidence Management System described in Section 2.1 – On-Premises Evidence Management (a) such On- Premises Evidence Management System will perform in accordance with the descriptions in the applicable Ordering Documents in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such On-Premises Evidence Management System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon the System Completion Date for the On-Premises Evidence Management System that includes such Products, or on the applicable Product Completion Date, if earlier, instead of commencing upon delivery of the Products in accordance with the terms and conditions set forth in Section 6 – Representations and Warranties; Liabilities of the EPSLA. The warranties set forth in the applicable Addenda are not otherwise modified by this MVA. 26. Additional Software and Video Terms. 26.1. Unlimited Storage. In the event Customer purchases a Cloud Hosted Evidence Management System with “Unlimited Storage”, including evidence management under the VaaS Program, then “Unlimited Storage” means storage of all data captured using Equipment sold under this MVA, provided that (1) video recordings are recorded in an event -based setting where users are not recording an entire shift under one video footage and (2) Customer’s data retention policies and practices do not result in the retention of data beyond the statu tory minimums set forth by the State in which the Customer resides. In the event Customer does not comply with the preceding clauses (1) and (2), Motorola shall have the right to charge Customer for such excess data storage at the prevailing rates. Motorola also has the right to place any data that has not been accessed for a consecutive six (6) month period into archival storage, retrieval of which may take up to twenty-four (24) hours from any access request. 26.2. Applicable End User Terms. Additional license terms apply to third-party software included in certain software Products which are available online at: www.motorolasolutions.com/legal-flow-downs. Customer will comply, and ensure its Authorized Users comply, with all such additional license terms. 26.3. WatchGuard Detector Mobile. Any order by Customer of WatchGuard Detector Mobile is on a subscription basis and subject to the SSA. 26.4. Vigilant Access. Customer may opt for subscription to additional Subscription Software, including use of the Law Enforcement Archival Network (“LEARN”), which is subject to the SSA and any additional terms governing the use of LEARN. If Customer purchases a subscription to Page 412 Item 26. Mobile Video Addendum 3 commercial license plate recognition data, then Customer will execute and agree to the terms of Motorola’s standard Data License Addendum. 26.5. License Plate Recognition Data. License plate recognition (“LPR”) data collected by Customer is considered Customer Data (as defined in the MCA) and is therefore subject to the Customer’s own retention policy. Customer, at its option, may share its LPR data with other similarly situated Law Enforcement Agencies (“LEAs”) which contract with Motorola to access LEARN by selecting this option within LEARN. Other similarly situated LEAs may similarly opt to share their LPR data with Customer using LEARN. Such LPR data generated by other LEAs is considered Third-Party Data (as defined in the MCA), is governed by the retention policy of the respective LEA, and shall be used by Customer only in connection with its use of LEARN . LPR data that has reached its expiration date will be deleted from LEARN. Only individuals who are agents and/or sworn officers of Customer and who are authorized by Customer to access LEARN on behalf of Customer through login credentials provided by Customer (“User Eligibility Requirements”) may access LEARN. Vigilant in its sole discretion may deny access to LEARN to any individual based on such person’s failure to meet the User Eligibility Requirements. Customer will ensure no user logins are provided to agents or officers of other local, state, or Federal LEAs without the express written consent of Vigilant. Customer will be responsible for all individuals’ access to, and use of, LEARN through use of Customer login credentials, including ensuring their compliance with this Agreement. 26.6. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”) sold in connection with any Mobile Video System. APIs will evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts to continue supporting any version of an API for six (6) months after such version is introduced, but if Motorola determines, in its sole discretion, to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk, Motorola may discontinue an API without prior notice. 26.7. Support of Downloaded Clients. If Customer purchases any software Product that requires a client installed locally on Customer-Provided Equipment or Equipment in possession of Customer, Customer will be responsible for downloading and installing the current version of such client, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client for forty-five (45) days following its release, but Motorola may update the current version of its client at any time, including for bug fixes, product improvements, and feature updates, and Motorola makes no representations or warranties that any software Product will support prior versions of a client. 26.8. CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or Ordering Document for the applicable Product. Customer hereby consents to Motorola screened personnel serving as the “escort” within the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to unencrypted Criminal Jus tice Information for purposes of Product support and development. 27. VaaS Program Terms. All hardware provided by Motorola to Customer under the VaaS Program will be considered “Equipment”, as defined in the EPSLA, and constitutes a purchase of such Equipment subject to the terms of the EPSLA. Additionally, the following terms and conditions apply to any Equipment purchased under the VaaS Program: Page 413 Item 26. Mobile Video Addendum 4 27.1. Technology Refresh. All body cameras and associated batteries purchased under the VaaS Program (“Body Cameras”) are eligible for a one-time replacement at no additional cost to the Customer beginning on the date three (3) years following the date of delivery o f the initial Body Cameras and associated batteries provided under the VaaS Program. In order to receive any replacement Body Camera applicable under this Section 6.1 – Technology Refresh, Customer must return the existing Body Camera to Motorola in workin g condition. The corresponding replacement Body Camera will be the then-current model of the Body Camera at the same tier as the Body Camera that is returned to Motorola. For clarity, any other Equipment received by Customer as part of the VaaS Program, other than Body Cameras, will not be eligible for a technology refresh hereunder. 27.2. No-Fault Warranty. Subject to the disclaimers set forth in the MCA and EPSLA, upon delivery of any Equipment purchased as part of the VaaS Program, Motorola will provide a No - fault Warranty to Customer for such Equipment that extends until the end of the Commitment Term (as defined below) applicable to such Equipment; except that the No-fault Warranty will not apply to: (i) any Equipment with intentionally altered or removed serial numbers, (ii) any other damages disclaimed under the MCA or EPSLA, or (iii) any Equipment that Motorola determines was changed, modified, or repaired by Customer or any third party. The “No-fault Warranty” means that Motorola will repair or replace any Equipment components or parts that render the applicable Equipment unable to perform its intended purpose. With respect to any batteries in Body Cameras, a battery will be considered faulty and covered under this No -fault Warranty if it falls below sixty percent (60%) of rated capacity. 27.3. Commitment Term. Customer accepts that following the delivery of any Equipment under the VaaS Program, Customer commits to a five (5) year subscription term for such Equipment at the rate provided in the Ordering Document (the “Initial Commitment Term”). If Customer, for any reason, terminates any of its obligations to Motorola prior to expiration of the applicable Commitment Term (as defined below), Customer will be subject to the payments described in Section 6.7.2 – Termination hereunder. 27.4. Additional Devices. Any additional Equipment, including any accessory items, ordered by Customer after Customers’ initial purchase of Equipment hereunder may be subject to an incremental increase in Fees. In the event Customer orders additional Equipment under the VaaS Program within the ninety (90) days immediately following its initial purchase, such Equipment will be included in and subject to the Initial Commitment Term. Any additional Equipment purchased under the VaaS Program subsequent to such ninety (90) day period, will commence an additional subscription term commitment for such Equipment of five (5) years (a “Subsequent Commitment Term”) with respect to the monthly Fee associated with such additional Equipment. For purposes of this Addendum, the Initial Commitment Term and each Subsequent Commitment Term are each also referred to herein as a “Commitment Term”. 27.5. Included Subscription Software. 27.5.1. EvidenceLibrary.com. Subject to Section 6.7.1 – VaaS Term, the VaaS Program provides Customer with a subscription to the Cloud Hosted Evidence Management System specified in the Ordering Document during the VaaS Term (as defined below), the use of which is subject to the SSA. Customer’s subscription will include unlimited users, Unlimited Storage and unlimited sharing, provided any media or data uploaded to the Cloud Hosted Evidence Management System is done so using Motorola Equipment actively enrolled in the VaaS Program. Following expiration of the applicable Commitment Term, if Page 414 Item 26. Mobile Video Addendum 5 Customer desires to continue use of expired Equipment with the Cloud Hosted Evidence Management System, Customer must purchase additional access to Cloud Hosted Evidence Management System based on Motorola’s prevailing rates, or Motorola may disconnect connectivity of any expired Equipment to the Cloud Hosted Evidence Management System. 27.5.2. CommandCentral. For each Body Camera, in-car system or integrated system purchased, Customer will receive one user license for Motorola CommandCentral, which provides access to CC Community, CC Capture, CC Vault and CC Records. If the Customer requires additional licenses to CommandCentral they must be purchased for an additional fee. 27.5.3. CarDetector Mobile. If Customer’s VaaS Program order includes an in-car system, Customer will receive a subscription to WatchGuard CarDetector Mobile during the VaaS Term, the use of which is subject to the SSA. 27.6. VaaS Program Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay a subscription Fee quarterly (each a “Subscription Quarter”), as set forth in an Ordering Document. If Customer orders any additional Product(s) under the VaaS Program subsequent to the initial purchase by Customer, Fees for such additional Product will be added to the quarterly subscription Fee, and will be payable on the same Fee payment schedule as the initial Product purchased under the VaaS Program; provided, however, that for the first Subscription Quarter during which such additional Product is purchased, the subscription Fee for the applicable additional Product will be pro-rated based on the applicable number of days remaining in the such initial Subscription Quarter. 27.7. VaaS Program Term and Termination. 27.7.1. VaaS Term. Customer’s participation in the VaaS Program will commence upon the System Completion Date under this MVA, and will continue through the end of the final Commitment Term hereunder (“the “VaaS Term”). Following the end of any Commitment Term, Customer’s access to the Cloud Hosted Evidence Management System with respect to the Equipment purchased relative to that Commitment Term will expire, and Customer must download or transfer all Customer Data associated with the applicable Equipment within thirty (30) days following expiration unless Customer purchases extended access to the Cloud Hosted Evidence Management System from Motorola at the prevailing rates. Motorola has no obligation to retain Customer Data for expired Equipment beyond thirty (30) days following expiration of the applicable Commitment Term. For example, if Customer purchases 100 devices on January 1 of Year 1 of the VaaS Term, and then 100 additional devices on January 1 of Year 3, on December 31 of Year 5 (i.e., the conclusion of the Initial Commitment Term), Customer’s access to the Cloud Hosted Evidence Management System with respect to the first 100 devices will be discontinued, and Customer must purchase extended storage or transfer all Customer Data associated with the first 100 devices within thirty (30) days of expiration of the Initial Commitment Term. In the foregoing example, the Cloud Hosted Evidence Management System access and data storage for the second 100 devices purchase will extend until December 31 of Year 7. 27.7.2. Termination. The termination provisions applicable to the VaaS Program will be those set forth in the MCA, EPSLA and SSA, as applicable. If Customer’s Page 415 Item 26. Mobile Video Addendum 6 participation in the VaaS Program is terminated for any reason prior to the end of the Initial Commitment Term or any Subsequent Commitment Term, Customer will pay the pro-rated remainder of the aggregate Equipment MSRP price (prevailing as of the time of delivery), calculated by multiplying the MSRP price of all Equipment purchased under the VaaS Program by the percentage resulting from dividing the number of months remaining in the Commitment Term applicable to such Equipment by sixty (60). In the event Customer purchased Equipment on multiple dates, resulting in separate Commitment Terms for certain Equipment, the preceding calculation will be made relative to the applicable Commitment Term for each Equipment order. For example, if Customer purchased $1,000 worth of Equipment on January 1 of Year 1 of the VaaS Term, and then $1,000 worth of Equipment on January 1 of Year 2, and then Customer’s VaaS Program terminates on December 31 of Year 3, Customer will be required to repay: $1,000 x (24/60) + $1,000 x (36/60), which is equal to $1,000 in the aggregate. 28. System Completion. Any Mobile Video System sold hereunder will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of the applicable Mobile Video System (the “System Completion Date”). Customer will not unreasonably delay Beneficial Use, and in any event, the Parties agree that Beneficial Use will be deemed to have occurred thirty (30) days after functional demonstration. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the material features and functionalities of Mobile Video System, in material conformance with Product descriptions in the applicable Ordering Document. Any additional Equipment sold in connection with the initial Mobile Video System shall be deemed delivered in accordance of the terms of the EPSLA. Any additional Subscription Software purchased under the VaaS Program will be deemed delivered upon Customer’s receipt of credentials required for access to the Cloud Hosted Evidence Management System or upon Motorola otherwise providing access to the Cloud Hosted Evidence Management System. This Section applies to Products purchased under the MVA notwithstanding the delivery provisions of the Addendum applicable to such Products, such as the SSA or EPSLA, and this Section will control over such other delivery provisions to the extent of a conflict. 29. Additional Cloud Terms. The terms set forth in this Section 8 – Additional Cloud Terms apply in the event Customer purchases any cloud hosted software Products under this MVA, including a Cloud Hosted Evidence Management System. 29.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored content for cloud hosted software Products. All data, replications, and backups will be stored at a location in the United States for Customers in the United States. 29.2. Data Retrieval. Cloud hosted software Products will leverage different types of storage to optimize software, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in archival storage may take up to twenty-four (24) hours to be viewable. 29.3. Availability. Motorola will make reasonable efforts to provide monthly availability of 99.9% for cloud hosted software Products with the exception of maintenance windows. There Page 416 Item 26. Mobile Video Addendum 7 are many factors beyond Motorola’s control that may impact Motorola’s ability to achieve this goal. 29.4. Maintenance. Scheduled maintenance of cloud hosted software Products will be performed periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week in advance of any such maintenance. Unscheduled and emergency maintenance may be required from time to time. Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance twenty-four (24) hours in advance. 30. Survival. The following provisions will survive the expiration or termination of this MVA for any reason: Section 1 – Addendum; 2 – Evidence Management Systems; Applicable Terms and Conditions; Section 3 – Payment; Section 5.2 – Applicable End User Terms; Section 6.5.1 – EvidenceLibrary.com; Section 6.7 – VaaS Program Term and Termination; Section 9 – Survival. Page 417 Item 26. Motorola - Cyber Security Services Addendum (Cyber SSA) to MCA (05-11-2021) Maintenance, Support and Lifecycle Management Addendum 1 MAINTENANCE, SUPPORT AND LIFECYCLE MANAGEMENT ADDENDUM This Maintenance, Support and Lifecycle Management Addendum (this “MSLMA”) Addendum is entered into between Motorola Solutions, Inc., with office at 500 W. Monroe, suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”) and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of 12-13-2022 the (“MCA”). Capitalized terms used in this MSLMA, but not defined herein, will have the meanings set forth in the MCA. 1.Addendum. This MSLMA governs Customer’s purchase of Maintenance, Support and Lifecycle Management services (and, if set forth in an Ordering Document, related Services) from Motorola and will form part of the Parties’ Agreement. In addition to the MCA, other Addenda may be applicable to the MSMLA, including the Equipment Purchase and Software License Addendum (“EPSLA”), with respect to Licensed Software and Equipment, and the Communications Systems Addendum (“CSA”), as further described below. This MSMLA will control with respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Maintenance, Support and Lifecycle Management services purchased under this MSMLA and not with respect to other Products and Services. 2.Scope Motorola will provide Maintenance and Support Services and/or upgrade services (“Lifecycle Management”) as further described in the applicable Statement(s) of Work (“SOW”), Ordering Documents or attachment to Motorola’s proposal for additional services. 3.Terms and Conditions 3.1 Maintenance and Support services 3.1.1 Purchase Order Acceptance. Purchase orders for additional, continued, or expanded maintenance and software support, during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by Motorola. 3.1.2 Start Date. The “Start Date” for Maintenance and Support Services will be indicated in the proposal or a cover page entitled “Service Agreement”. 3.1.3 Auto Renewal. Unless the cover page or SOW specifically states a termination date or one Party notifies the other in writing of its intention to discontinue the applicable service(s), this Agreement will renew for an additional one (1) year term on every anniversary of the Start Date. At the anniversary date, Motorola may adjust the price of the Services to reflect the renewal rate. 3.1.4 Termination. Written notice of intent to terminate must be provided thirty (30) days or more prior to the anniversary date. If Motorola provides Services after the termination or expiration of this Addendum, the terms and conditions in effect at the time of termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola’s then effective hourly rates. Page 418 Item 26. Motorola - Cyber Security Services Addendum (Cyber SSA) to MCA (05-11-2021) Maintenance, Support and Lifecycle Management Addendum 2 3.1.5 Equipment Definition. For maintenance and support services, Equipment will be defined to mean the hardware specified in the applicable SOW or attachments to the maintenance and support proposal. 3.1.6 Additional Hardware. If Customer purchases additional hardware from Motorola that becomes part of the system, the additional hardware may be added to this Addendum and will be billed at the applicable rates after the warranty period for that additional equipment expires. Such hardware will be included in the definition of Equipment. 3.1.7 Maintenance. Equipment will be maintained at levels set forth in the manufacturer’s product manuals and routine procedures that are prescribed by Motorola will be followed. Motorola parts or parts of equal quality will be used for Equipment maintenance. 3.1.8 Equipment Condition. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Addendum. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer’s obligation to pay maintenance and support fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. If Equipment cannot, in Motorola’s reasonable opinion, be properly or economically maintained for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to maintain that Equipment. 3.1.9 Equipment Failure. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Addendum and applicable SOW. 3.1.10 Intrinsically Safe. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 3.1.11 Excluded Services. a)Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. b)Unless specifically included in this Addendum, or the applicable SOW, Ordering Documents or attachment to Motorola’s proposal for additional services, the the service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Page 419 Item 26. Maintenance, Support and Lifecycle Management Addendum 3 3.1.12 Time And Place. Service will be provided at the location specified in this Addendum and/or the SOW or Ordering Document. When Motorola performs maintenance, support, or installation at Customer’s location, Customer will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Addendum, applicable SOW, or Ordering Document, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Addendum or applicable SOW, the pric e for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. 3.1.13 Customer Contact. Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer’s personnel to maintain contact, as needed, with Motorola. 3.2 Lifecycle Management Services 3.2.1 The Software License terms included in the MCA and its Addendum applies to any Motorola Software provided as part of the Lifecycle Management transactions. 3.2.2 The term of this Addendum is 5 years, commencing on December 13, 2022. The Lifecycle Management Price for the 5 years of services is $538,472.73, excluding applicable sales or use taxes but including discounts as more fully set forth in the pricing pages. Because the Lifecycle Management is a subscription service as more fully described in the applicable Lifecycle Management Statement of Work, payment from Customer is due in advance and will not be in accordance with any Payment Milestone Schedule. 3.2.3 The Communications System upgrade will be scheduled during the subscription period and will be performed when Motorola’s upgrade operation resources are available. Because there might be a significant time frame between when this Addendum is executed and when a Communications System upgrade transaction is performed, Motorola may substitute any of the promised Equipment or Software so long as the substitute is equivalent or superior to the initially promised Equipment or Software. 3.2.4 Acceptance of a Lifecycle Management transaction occurs when the Equipment (if any) and Software are delivered, in accordance with the EPSLA, and the Lifecycle Management services are fully performed; there is no Acceptance Testing with a Lifecycle Management transaction. 3.2.5 The Warranty Period for any Equipment or Motorola Software provided under a Lifecycle Management transaction will commence upon shipment and not on Communications Motorola - Cyber Security Services Addendum (Cyber SSA) to MCA (05-11-2021) Page 420 Item 26. Maintenance, Support and Lifecycle Management Addendum 4 System Acceptance or Beneficial Use, and is for a period of ninety (90) days rather than one (1) year. The ninety (90) day warranty for Lifecycle Management services is set forth in the Lifecycle Management Statement of Work. 3.2.6 In addition to the description of the Lifecycle Management services and exclusions provided in the Lifecycle Management Statement of Work, the following apply: a)Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. b)Lifecycle Management services exclude the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. c)Unless specifically included in this Addendum or the Lifecycle Management Statement of Work, Lifecycle Management, Ordering Documents or attachment to Motorola’s proposal for additional services, Lifecycle Management services exclude items that are consumed in the normal operation of the Equipment; accessories; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. d)Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available during the performance of the Lifecycle Management services. 3.2.7 The Lifecycle Management annualized price is based on the fulfillment of the two year cycle. If Customer terminates this service during a two year cycle, except for Motorola’s default, then Customer will be required to pay for the balance of payments owed for the two year cycle if a major system release has been implemented before the point of termination. 3.2.8 If Customer terminates the Lifecycle Management service and contractual commitment before the end of the 5 year term, for any reason other than Motorola’s default, then the Customer will pay to Motorola a termination fee equal to the discount applied to the last three years of service payments related to the 5 year commitment. 4.Payment 4.1 Unless alternative payment terms are stated in this Statement of Work, Ordering Documents or attachment to Motorola’s proposal for additional services, Motorola will invoice Customer in Motorola - Cyber Security Services Addendum (Cyber SSA) to MCA (05-11-2021) Page 421 Item 26. Motorola - Cyber Security Services Addendum (Cyber SSA) to MCA (05-11-2021) Maintenance, Support and Lifecycle Management Addendum 5 advance for each payment period. All other charges will be billed monthly, and the Customer must pay each invoice in U.S. dollars within thirty (30) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. 4.2 INFLATION ADJUSTMENT. For multi-year agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S. Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base). 5.Entire Agreement. This Addendum, any related attachments, and the MCA, constitutes the entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a representative of each Party signs that document. END Page 422 Item 26. Revised 11/30/2015Form provided by Texas Ethics Commission www.ethics.state.tx.us FORM CIQ OFFICE USE ONLYThis questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Date Received A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes No 7 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). Signature of vendor doing business with the governmental entity Date Name of vendor who has a business relationship with local governmental entity.1 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 2 3 Name of local government officer about whom the information is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. 4 6 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. Page 423 Item 26. Revised 11/30/2015Form provided by Texas Ethics Commission www.ethics.state.tx.us CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: *** (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Page 424 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Proof of Insurance Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 3 Section K Proof of Insurance Page 425 Item 26. Page 426 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Appendix A: Customer Network Environment and Design Requirements Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 4 Section L Appendix A: Customer Network Environment and Design Requirements Customer Provided Server Hardware, Network, and System Software Motorola has included the current hardware and software specifications required to meet the needs of this solution. The Customer will need to provide the required hardware and software to meet the requirements of the Evidence Library On- Premise solution in order to provide the expected performance Motorola has designed and tested to. Motorola will review the hardware and software specifications at Implementation Kick Off and advise on any necessary updates required to support the system prior to the Customer’s procurement of hardware and software. This section discusses the hardware, operating system, and system software for the system if the Customer wishes to provide their own hardware and software system to best meet the needs of their enterprise. The procurement, set up, configuration, support and troubleshooting will be a Customer responsibility. Customer Provided Server Hardware Requirements Please refer to Table 1 below for specifications and quantity of computing and storage devices. These devices need to meet or exceed the specifications and are to be dedicated to the system. A post kickoff review of the following information in this section will be conducted before Customer purchases or configures any equipment and virtual machines. The image lists the minimum processor, memory, and storage needs. Page 427 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Appendix A: Customer Network Environment and Design Requirements Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 5 Customer TCP/IP Network Requirements Motorola’s Solutions’ system requires TCP/IP protocol for connectivity. All servers and devices will connect to the Customer’s existing network. The Customer will provide access to facilities and a dedicated resource knowledgeable on the Customer’s WAN/LAN. Evidence Library On-Premise server must have network access to the Customer’s Active Directory domain, used for application authentication, and a DNS server to provide name resolution for website hostname The Customer will supply IP addresses and a mechanism for maintaining IP persistence for Evidence Library On-Premise, Digital Evidence Upload Appliance. Network Physical Requirements:  The Evidence Library On-prem host will be connected to the local agency IP network.  Access Point(s) and Transfer Station(s) will be connected to a switch on a local IP network reserved for video upload to the Evidence Library On-Premise server. Network Requirements: For all components, provide network ports that are 10GB capable.  Existing network has to allow for at least 10GB transfers reserved for migration (no 1GB or 100MB switches in the path)  Motorola Solutions will provide the list of necessary TCP/UDP ports during the Project Kickoff Meeting. Technical Considerations and Design Requirements Network and Environment Requirements referred to in this section are those requirements found in TCP/IP Network and Data Center Requirements sections of this document. Motorola Solutions is not responsible for the level of service, bandwidth and coverage a wireless network carrier provides. The hardware and licensing identified in this system may be subject to change. As technology continues to advance, Motorola Solutions may take advantage of new and different offerings for the betterment of the Customer. Any changes will be reviewed with the Customer. Page 428 Item 26. Town of Prosper September 7, 2022 Body Worn Cameras and In-Car Video Replacement Systems 2022-62-A Appendix A: Customer Network Environment and Design Requirements Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 6 Microsoft, Linux and other Software Licensing Ancillary Components The following table lists the type and number of Microsoft, Linux , and other licenses and the party responsible for providing them. Table L-1: Microsoft and Linux Licensing System Client Licenses Quantity Customer Provided Motorola Provided Microsoft SQL Server Enterprise 2019 for Linux 16 core 1 X SQL Server CAL License 5 pack 1 X CentOS Linux 7.9-2009 1 X Evidence Library On-Premise client license 1 X Page 429 Item 26. Page 1 of 2 To: Mayor and Town Council From: Dan Baker, MBA, Director of Parks and Recreation Through: Ron K. Patterson, Interim Town Manager Robyn Battle, Executive Director of Community Services Re: Professional Services Contract – 3rd Party Landscape Review Town Council Meeting – December 13, 2022 Agenda Item: Consider and act upon authorizing the Interim Town Manager to execute a Professional Services Agreement between and Halff Associates and the Town of Prosper, Texas, related to 3rd party landscape review services. Description of Agenda Item: This service is requested due to the resignation of a staff member, to support the workloads of existing staff, and to maintain customer service levels when staff are out of the office as it relates to landscape and parks development review and inspections. These services will be utilized on a “as-needed basis” and the Town will be charged the hourly rate, not to exceed $63,000 over a nine-month period. The services include the following: TASK 1 - MEETING ATTENDANCE A. Attend weekly DRC (Development Review Committee) virtual meetings. B. Represent the Parks and Recreation Department (PARD) at these meetings by describing plan review comments. C. Respond to questions from Town staff during these meetings. TASK 2 - LANDSCAPE PLAN REVIEW A. Receive pre-DRC comments, if any, from the PARD Representative. B. Prepare for each DRC meeting by reviewing development plans provided electronically making note of the following items: • Relation to park master plan, park fees and park dedication requirements. • Relation to trail master plan including trail, trailheads and bridges. • Relation to tree preservation and mitigation ordinance requirements. • Relation to landscape and screening ordinance requirements. • Relation to PD (planned development) regulations, if applicable. Prosper is a place where everyone matters. PARKS AND RECREATION Page 430 Item 27. Page 2 of 2 C. Consult with PARD staff regarding questions and ordinance interpretation. D. Prepare a full set of written plan comments. Plan comments can be provided in list form or can be shown on the plan set. E. Send plan comments to PARD Representative for review and discussion. F. Revise plan comments per comments received from the PARD Representative. G. Send final written plan comments to the PARD Representative. TASK 3 – CIVIL ENGINEERING PLAN REVIEW A. Receive Civil Engineering plan set electronically from the Engineering Department for review. B. Review civil engineer plan submittal to determine impact of park and landscape ordinance requirements. Civil engineering plan review will include review of landscape, and trail and review. C. Send written comments to PARD Representative for review and discussion. D. Return red-lined markups and written comments to the Engineering TASK 4- LANDSCAPE INSPECTION A. On an as needed, on-call basis, inspect landscape installation compliance with the approved landscape plan. B. Notify PARD Representative and Building and Code Department by email of compliance or non-compliance with the approved landscape plan. If non-compliant provide a written “punch list” of non-compliant items. Photographs will be taken of non-compliant items and will be included with the punch list. C. Participate in a follow up inspection if necessary. D. Participate in on-site tree mitigation meetings Budget Impact: The cost for these services is $63,000. A budget amendment for account #100-5410-60-01 is being prepared as a part of this Town Council agenda. 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. Standard Professional Services Contract Town Staff Recommendation: Town staff recommends authorizing the Interim Town Manager to execute a Professional Services Agreement between and Halff Associates and the Town of Prosper, Texas, related to 3rd party landscape review services. Proposed Motion: I move to authorize the Interim Town Manager to execute a Professional Services Agreement between and Halff Associates and the Town of Prosper, Texas, related to 3rd party landscape review services. Page 431 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 1 OF 11 PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND HALFF ASSOCIATES FOR THE PROSPER 3RD PARTY SERVICES PROJECT This Agreement for Professional Engineering Services, hereinafter called “Agreement,” is entered into by the Town of Prosper , Texas, a municipal corporation, duly authorized to act by the Town Council of said Town, hereinafter called “Town,” and Halff Associates, a company authorized to do business in Texas, acting through a duly authorized officer, herein after called “Consultant,” relative to Consultant providing professional engineering services to Town. Town and Consultant when mentioned collectivel y shall be referred to as the “Parties.” W I T N E S S E T H: WHEREAS, Town desires to obtain professional engineering services in connection with the Prosper 3rd Party Services Project hereinafter called “Project”; For the mutual promises and benefits herein described, Town and Consultant agree as follows: 1. Term of Agreement. This Agreement shall become effective on the date of its execution by both Parties, and shall continue in effect thereafter until terminated as provided herein. 2. Services to be Performed by Consultant. The Parties agree that Consultant shall perform such services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care and skill ordinarily exercised under similar circumstances by competent members of their profession. In case of conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all Parties to this Agreement. 3. Prompt Performance by Consultant . Consultant shall perform all duties and services and make all decisions called for hereunder promptly and without unreasonable delay as is necessary to cause Consultant’s services hereunder to be timely and properly performed. Notwithstanding the foregoing, Consultant agrees to use diligent efforts to perform the services described herein and further defined in any specific task orders, in a manner consistent with these task orders; however, the Town understands and agrees that Consultant is retained to perform a professional service and such services must be bound, first and foremost, by the principles of sound professional judgment and reasonable diligence. 4. Compensation of Consultant. Town agrees to pay to Consultant for satisfactory completion of all services included in this Agreement a total fee of sixty three thousand dollars and no cents ($63,000) for the Project as set forth and described in Exhibit B - Compensation Schedule and incorporated herein as if written word for word. Lump sum fees shall be billed monthly based on the percentage of completion. Hourly not to exceed fees shall be billed monthly based on hours of work that have been completed. Direct Costs for expenses such as mileage, copies, scans, sub -consultants, and similar costs are included in fees and shall be billed as completed. Consultant agrees to submit statements to Town for professional s ervices no more than once per month . These statements will be based upon Consultant's actual services performed and reimbursable expenses incurred, if any, and Town shall endeavor to make prompt payments. Each statement submitted by Consultant to Town shall be reasonably itemized to show the amount of work performed during that period. If Town fails to pay Consultant within sixty (60) calendar days of the receipt of Consultant's invoice, Consultant may, after giving ten (10) days written Page 432 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 2 OF 11 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 A greement. 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 C onsultant's permission for any purpose relating to the Project. Any reuse of the documents not relating to the Project shall be at Town's risk. Consultant may retain in its files copies of all reports, drawings, specifications and all other pertinent inf ormation for the work it performs for Town. 7. Town Objection to Personnel. If at any time after entering into this Agreement, Town has any reasonable objection to any of 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. Consulta nt 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, EMPL OYEES 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 FO R THAT PARTY’S NEGLIGENT OR INTENTIONAL ACTS, ERRORS OR OMISSIONS. Page 433 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 3 OF 11 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 a ddresses: Halff Associates Kirk Wilson, Director 4300 Fossil Creek Blvd Fort Worth, TX 76137 kwilson@halff.com Town of Prosper Ron K. Patterson , Interim Town Manager PO Box 307 Prosper, TX 75078 rpatterson@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 o f 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 age nt. 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 A greement 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 enforcea ble in Prosper, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Collin County, Texas. 17. Mediation . In the event of any disagreement or conflict concerning the interpretation of this Agreement, and such disagreement cannot be resolved by the signatories hereto, the signatories agree to submit such disagreement to non-binding mediation. 18. Prevailing Party. In the event a Party initiates or defends any legal action or proceeding to enforce or interpret any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable costs and attorn ey’s fees (including its reasonable costs and attorney’s fees on any appeal). Page 434 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 4 OF 11 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 pro vision of goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Chapter 2270 does not apply to a (1) a company that is a sole proprietorship; (2) a company that has fewer than ten (10) full -time employees; or (3) a contract that has a value of less than One Hundred Thousand Dollars ($100,000.00). Unless the company is not subject to Chapter 2270 for the reasons stated herein, the signatory executing this Agreement on behalf of the company verifies by its signature to this Agreement that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 20. Signatories. Town warrants and represents that the individual executing this Agreement on behalf of Town has full authority to execute this Agreement and bind Town to the same. Consultant warrants and represents that the individual executing this Agreement on its behalf has full authorit y 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____. HALFF ASSOCIATES By: Signature Kirk Wilson Printed Name Director Title December 7, 2022 _____________ Date TOWN OF PROSPER, TEXAS By: Signature Ron K. Patterson Printed Name Interim Town Manager Title Date Page 435 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 5 OF 11 EXHIBIT A SCOPE OF SERVICES PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND HALFF ASSCOCIATES FOR THE PROSPER 3RD PARTY SERVICES PROJECT I. PROJECT DESCRIPTION To provide 3rd party services to attend virtual meetings, review landscape and civil engineering development plans and perform site inspections for a period of nine (09) months. II. TASK SUMMARY TASK 1 - MEETING ATTENDANCE A. Attend weekly DRC (development review committee) virtual meetings on Mondays at 2:30 pm. B. Represent the park department at these meetings by describing plan review comments. C. Respond to questions from City staff during these meetings. TASK 2 - LANDSCAPE PLAN REVIEW A. Receive pre-DRC comments, if any, from the PARD Representative. B. Prepare for each DRC meeting by reviewing development plans provided electronically making note of the following items: • Relation to park master plan, park fees and park dedication requirements. • Relation to trail master plan including trail, trailheads and bridges. • Relation to tree preservation and mitigation ordinance requirements. • Relation to landscape and screening ordinance requirements. • Relation to PD (planned de velopment regulations, if applicable. C. Consult with PARD staff regarding questions and ordinance interpretation. D. Prepare a full set of written plan comments. Plan comments can be provided in list form or can be shown on the plan set. E. Send plan comments to PARD Representative for review and discussion. F. Revise plan comments per comments received from the PARD Representative . G. Send final written plan comments to the PARD Representative. TASK 3 – CIVIL ENGINEERING PLAN REVIEW A. Receive Civil Engineering plan set electronically from the Engineering Department for review. B. Review civil engineer plan submittal to determine impact o f park and landscape ordinance requireme nts. Civil engineering plan review will include review of landscape, trail and screening wall review. C. Send written comments to PARD Representative for review and discussion. D. Return red -lined markups and written comments to the Engineering TASK 4- LANDSCAPE INSPECTION A. On an as needed, on -call basis, inspect landscape installation compliance with the approved landscape plan. Page 436 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 6 OF 11 B. Notify PARD Representative and Building and Code Department by email of compliance or non -compliance with the approved landscape plan. If non-compliant provide a written “punch list” of non -compliant items. Photographs will be taken of non -compliant items and will be included with the punch list. C. Participate in a follow up inspection if necessary. D. Participate in on -site tree mitigation meetings III. DELIVERABLES Task 1 – Meeting Attendance No Deliverables Task 2 – Landscape Plan Review Preliminary and Final Plan Comments Task 3 – Civil Engineering Plan Review Red Lined Markups of Civil Plans Task 4 – Landscape Inspections Written Punch List Page 437 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 7 OF 11 EXHIBIT B COMPENSATION SCHEDULE PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND HALFF ASSOCIATES FOR THE PROSPER 3RD PARTY SERVICES PROJECT I. COMPENSATION SCHEDULE The CLIENT agrees to pay Halff Associates for the SCOPE OF SERVICES listed above on a time and materials basis per the following hourly rate schedule and schedule of reimbursable expenses : Project Principal in Charge $300 Project Manager $170 Project Landscape Architect $130 Project Licensed Irrigator $135 Project Intern $100 Halff Associates will perform nine (09) months of the services outlined herein for a time and materials fee not to exceed sixty three thousand dollars and zero cents; $63,000.00. REIMBURSABLE EXPENSES • Pr inting of plans: Plots - $10.00/(24”x36”) sheet + $5.00 binding Print copies - $1.00/(24”x36”) sheet + $5.00 binding Copies - $0.10/(8.5”x11”) sheet + $5.00 binding Faxes - $1.00/sheet CD file copy - $20.00 • Courier or delivery service : $18.00 + mileage • Postage: $0.49 + weight • Mileage incurred (site visits, TRC meetings, etc.): $0.58 per mile ANTICIPATED MONTHLY DRAW FOR PROFESSIONAL SERVICES Halff Associates anticipates a monthly draw for professional services of seven thousand doll ars and zero cents; $7000.00. Page 438 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 8 OF 11 EXHIBIT C INSURANCE REQUIREMENTS Service provider shall procure and maintain for the duration of the contract, insurance against claims for injuries to person s or damages to property which may arise from or in connection with the performance of the work hereunder by the vendor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the service provider. A certificate of insurance meeting all requirements and provisions outlined herein shall be provided to the Town prior to any services being performed or rendered. Renewal certificates shall also be supplied upon expiration. A. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. ISO Form Number GL 00 01 (or similar form) covering Commercial General Liability. “Occurre nce” 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 439 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 9 OF 11 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 s hall 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 a nd 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 ri ghts 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 440 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 10 OF 11 EXHIBIT D CONFLICT OF INTEREST AFFIDAVIT PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND HALFF ASSCOCIATES FOR THE PROSPER 3RD PARTY SERVICES PROJECT THE STATE OF TEXAS § § COUNTY OF ________________ § I, _________________________, a member of the Consultant team, make this affidavit and hereby on oath state the following: I, and/or a person or persons related to me, have the following interest in a business entity that wo uld be affected by the work or decision on the Project (Check all that apply): _____ Ownership of 10% or more of the voting shares of the business entity. _____ Ownership of $25,000.00 or more of the fair market value of the business entity. _____ Funds received from the business entity exceed 10% of my income for the previous year. _____ Real property is involved, and I have an equitable or legal ownership with a fair market value of at least $25,000.00. _____ A relative of mine has substantial i nterest in the business entity or property that would be affected by my decision of the public body of which I am a member. _____ Other: _________________________________________________. _____ None of the Above. Upon filing this affidavit with the Town of Prosper, Texas, I further affirm that no relative of mine, in the first degree by consanguinity or affinity, as defined in Chapter 573 of the Texas Government Code, is a member of the public body which took action on the agreement. Signed this ___________________ day of _________________________, 20____. ________________________________ Signature of Official / Title BEFORE ME, the undersigned authority, this day personally appeared _______________________________________ and on oath stated that the facts hereinabove stated are true to the best of his / her knowledge or belief. Sworn to and subscribed before me on this _____ day of ________________________, 20 . Notary Public in and for the State of Texas My Commission expires: Page 441 Item 27. PROFESSIONAL ENGINEERING SERVICES AGREEMENT VERSION 05/22 PAGE 11 OF 11 EXHIBIT E CONFLICT OF INTEREST QUESTIONNAIRE Page 442 Item 27.