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CP 2005-04-26
NOTICE OF CITY COUNCIL MEETING AND AGENDA APRIL 26, 2005 DOUG STOVER, DIANA RAINES, Place 3 Mayor Mayor Pro Tem TIM BRANCHEAU, Place 1 BILLY FAUGHT, Place 5 JAYNE PETERS, Place 2 THOM SUHY, Place 6 MARSHA TUNNELL, Place 4 BILL YORK, Place 7 JIM WITT, City Manager MEETING TIME AND PLACE: Call to Order 5:30 p.m. Council Chambers (Open to the Public) Executive Session Immediately Following 1st Fl. Conf. Room (Closed to the Public) Work Session Immediately Following 1st Fl. Conf. Room (Open to the Public) Regular Session 7:00 p.m. Council Chambers (Open to the Public) Notice is hereby given that the City Council of the City of Coppell, Texas will meet in Regular Called Session on Tuesday, April 26, 2005, at 5:30 p.m. for Executive Session, Work Session will follow immediately thereafter, and Regular Session will begin at 7:00 p.m., to be held at Town Center, 255 Parkway Boulevard, Coppell, Texas. As authorized by Section 551.071(2) of the Texas Government Code, this meeting may be convened into closed Executive Session for the purpose of seeking confidential legal advice from the City Attorney on any agenda item listed herein. The City of Coppell reserves the right to reconvene, recess or realign the Work Session or called Executive Session or order of business at any time prior to adjournment. The purpose of the meeting is to consider the following items: ag042605 Page 1 of 5 ITEM # ITEM DESCRIPTION 1. Call to order. EXECUTIVE SESSION (Closed to the Public) 2. Convene Executive Session A. Section 551.071, Texas Government Code - Consultation with City Attorney. 1. City of Coppell’s opposition to zoning application in the City of Dallas, Z045-107, Northlake Development. 2. City of Coppell vs. Barney Barnett, et al. 3. Agreement for Development of Airport property in the City of Coppell. WORK SESSION (Open to the Public) 3. Convene Work Session A. Presentation by City Engineer regarding traffic light timing. B. Coppell Baseball Association Annual Report. C. Discussion regarding possible dates to canvass the results of the May 7th Municipal Election. D. Discussion of Agenda Items. Adjourn Work Session. PUBLIC ANNOUNCEMENTS Public Service Announcements concerning local civic events and no Council action is required or permitted. REGULAR SESSION (Open to the Public) 4. Convene Regular Session. 5. Invocation. 6. Pledge of Allegiance. 7. Consider approval of a proclamation naming April 29, 2005 as Arbor Day and authorizing the Mayor to sign. 8. Consider approval of a proclamation naming the week of May 2-8, 2005 as Public Service Recognition Week, and authorizing the Mayor to sign. ag042605 Page 2 of 5 ITEM # ITEM DESCRIPTION 9. Consider approval of a proclamation naming Wednesday, April 27 as National Secretary’s/Office Professional’s Day, and authorizing the Mayor to sign. 10. Consider approval of a proclamation naming the week of May 1-7, 2005 as Municipal Clerks’ Week, and authorizing the Mayor to sign. 11. Citizens' Appearances. CONSENT AGENDA 12. Consider approval of the following consent agenda items: A. Consider approval of minutes: April 12, 2005. B. Consider approval of awarding Bid/Contract #Q-0305-01 to Whitewater Construction, Inc. for the construction of the Oakcrest Drainage project in an amount of $84,407, as provided for in CIP funds; and authorizing the City Manager to sign. C. Consider approval of awarding a contract to Uretek USA, Inc. for the construction of the annual street repair/mud jacking program through the City of Plano’s Interlocal Purchasing Agreement, in an amount of $50,000, as provided for in the Infrastructure Maintenance fund. D. Consider approval to award RFP-#0080 Construction Manager at Risk for the public safety building to Harrison, Walker & Harper, LP and authorizing the City Manager to sign all required documents relative to the purchase. END OF CONSENT 13. Consider approval of an Ordinance of the City of Coppell, Texas, approving an amendment to Ordinance No. 2004-1082, the budget for Fiscal Year October 1, 2004 through September 30, 2005, and authorizing the Mayor to sign. 14. PUBLIC HEARING: To receive input on possible projects for a Community Development Block Grant (CDBG) from Dallas County. ag042605 Page 3 of 5 ITEM # ITEM DESCRIPTION 15. Consider approval to purchase time and attendance software from Ceridian for an amount not to exceed $124,639.00, and authorizing the City Manager to sign. 16. Consider calling a Special Council Meeting to canvass the results of the May 7, 2005 Municipal Election. 17. Necessary action resulting from Work Session. 18. Mayor and Council Reports. A. Report by Mayor Stover regarding May 5th Prayer Breakfast. B. Report by Mayor Stover regarding April 30th Relay for Life. C. Report by Mayor Stover regarding May 7th Election. D. Report by Councilmember Brancheau regarding CHS Boys Soccer Team and the State playoffs. E. Report by Councilmember Suhy regarding Coppell Youth Leadership. 19. Council Committee Reports. A. Carrollton/Farmers Branch ISD/Lewisville ISD - Mayor Pro Tem Raines. B. Coppell ISD - Mayor Pro Tem Raines and Councilmember Suhy. C. Coppell Seniors - Councilmember York. D. Dallas Regional Mobility Coalition - Councilmember Peters. E. Economic Development Committee - Councilmembers Faught and Tunnell. F. Metrocrest Hospital Authority - Councilmember Tunnell. G. Metrocrest Medical Foundation - Councilmember Brancheau H. Metrocrest Social Service Center - Councilmember Brancheau. I. North Texas Council of Governments - Councilmember Tunnell. J. NTCOG/Regional Emergency Management - Councilmember Suhy K. North Texas Commission - Councilmember Peters. L. Senior Adult Services - Councilmember Faught. M. Town Center/Architectural Committee - Councilmember Faught. N. Trinity River Common Vision Commission - Councilmember Faught. O. Trinity Trail Advisory Commission - Mayor Pro Tem Raines. 20. Necessary Action Resulting from Executive Session. Adjournment. ____________________________________ Douglas N. Stover, Mayor ag042605 Page 4 of 5 CERTIFICATE I certify that the above Notice of Meeting was posted on the bulletin board at the City Hall of the City of Coppell, Texas on this _________ day of _________________, 2005, at __________________. ____________________________________ Libby Ball, City Secretary DETAILED INFORMATION REGARDING THIS AGENDA IS AVAILABLE ON THE CITY'S WEBSITE (www.ci.coppell.tx.us) UNDER PUBLIC DOCUMENTS, COUNCIL PACKETS. PUBLIC NOTICES STATEMENT FOR ADA COMPLIANCE The City of Coppell acknowledges its responsibility to comply with the Americans With Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e. sign interpretative services, alternative audio/visual devices, and amanuenses) for participation in or access to the City of Coppell sponsored public programs, services and/or meetings, the City requests that individuals make requests for these services forty-eight (48) hours ahead of the scheduled program, service and/or meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator or other designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX 1-800-735-2989). IN COMPLIANCE WITH CITY OF COPPELL ORDINANCE NO. 95724 Carrying of a concealed handgun on these premises or at any official political meeting in the City of Coppell is illegal. Es ilegal llevar consigo un arma de fuego oculta, adentro de este edificio, o en cualquier junta oficial de politica en la ciudad de Coppell. ag042605 Page 5 of 5 KEY TO COUNCIL GOALS ICONS 2005 Economic Development • Continue "Hot Spot" focus • Develop strategy for use or sale of city-owned property • Study revenue enhancement options • Develop comprehensive Old Town strategy • Entice Dallas County Community College District to locate satellite facility in Coppell • Continue focus on vacant retail revitalization Quality Public Facilities & Infrastructure • Study continued use of ½-cent sales tax for park purposes • Develop permanent funding for IMF • Continue focus on local and regional transportation efforts • Provide quality park and recreation activities for all Excellent City Services & High Citizen Satisfaction • Continue strategic planning for future costs of service delivery • Timely response with quality service delivery • Explore municipal/ISD service synergies • Develop methods to enhance communication and citizen involvement Sense of Community • Develop comprehensive Old Town strategy • Finalize cemetery issue • Develop and support community special events and programs • Develop and support activities for teens • Continue development of trails throughout the community Fiscal Stability • Continue and improve financial planning and forecasting • Continue systematic management and reduction of debt • Balance expenditure decisions with ability to maintain over time • Perform cost analysis on all approved projects and programs prior to implementation • Work to protect sales tax base from Streamlined Sales Tax initiative Neighborhood Integrity & Code Enforcement • Maintain communications with neighborhoods and the community • Update the Master Plan and Zoning as required • Introduce a more proactive neighborhood integrity approach Safe Community • Maintain and improve existing excellent level of service • Continue focus on Homeland Security • Provide quality public safety education programs • Enhance traffic/speed control efforts DATE: April 26, 2005 ITEM #: ES-2 AGENDA REQUEST FORM EXECUTIVE SESSION A. Section 551.071, Texas Government Code – Consultation with City Attorney. 1. City of Coppell’s opposition to zoning application in the City of Dallas, Z045-107, Northlake Development. 2. City of Coppell vs. Barney Barnett, et al. 3. Agreement for Development of Airport property in the City of Coppell. Agenda Request Form - Revised 02/04 Document Name: %executivesession DATE: April 26, 2005 ITEM #:WS-3 AGENDA REQUEST FORM WORK SESSION A. Presentation by City Engineer regarding traffic light timing. B. Coppell Baseball Association Annual Report C. Discussion regarding possible dates to canvass the results of the May 7th Municipal Election. D. Discussion of Agenda Items. Agenda Request Form - Revised 02/04 Document Name: %worksession DEPT: Parks and Recreation Department DATE: April 26, 2005 ITEM #: 7 AGENDA REQUEST FORM ITEM CAPTION: Consider approval of a proclamation naming April 29, 2005 as ARBOR DAY and authorizing the Mayor to sign. GOAL(S): EXECUTIVE SUMMARY: Arbor Day Celebration is April 29, 2005 at 2pm at the Coppell Aquatics and Recreation Center. Texas Forest Service will present the Tree City USA certificate, and the Arbor Day Poster Contest Winners will be honored and recognized. A tree will be planted to end the ceremony. FINANCIAL COMMENTS: Agenda Request Form - Revised 09/04 Document Name: ^arbor proclamation PROCLAMATION WHEREAS, in 1872 J. Sterling Morton proposed to the Nebraska Board of Agriculture that a special day be set aside for the planting of trees; and WHEREAS, this holiday, called Arbor Day, was first observed with the planting of more than a million trees in Nebraska; and WHEREAS, 2005 is the 133rd anniversary of the holiday and Arbor Day is now observed throughout the nation and the world; and WHEREAS, trees can reduce the erosion of our precious top soil by wind and water, cut heating and cooling costs, moderate the temperature, clean the air, produce life-giving oxygen, and provide habitat for wildlife; and WHEREAS, trees are a renewable resource giving us paper, wood for our homes, fuel for our fires, and beautify our community; and WHEREAS, trees, wherever they are planted, are a source of joy and spiritual renewal. NOW, THEREFORE, I, Douglas N. Stover, Mayor of the City of Coppell, do hereby proclaim April 29, 2005 as "ARBOR DAY" in the City of Coppell, and I urge all citizens to celebrate Arbor Day and to support efforts to protect our trees and woodlands, and further I urge all citizens to plant trees to gladden the heart and promote the well- being of future generations. IN WITNESS THEREOF, I have set my hand and caused the seal of the City of Coppell to be affixed this _____ day of April 2005. _______________________________________ Douglas N. Stover, Mayor ATTEST: _____________________________ Libby Ball, City Secretary DEPT: City Manager DATE: April 26, 2005 ITEM #: 8 AGENDA REQUEST FORM ITEM CAPTION: Consider approval of a proclamation naming the week of May 2-8, 2005 as PUBLIC SERVICE RECOGNITION WEEK, and authorizing the Mayor to sign. GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: Agenda Request Form - Revised 09/04 Document Name: !PublicService PROCLAMATION WHEREAS, America was built by men and women who were bold and imaginative self- starters, and Public Employees exemplify these attributes; and WHEREAS, 200 million Americans are served every day by Public Employees providing a wide range of services; and WHEREAS, Public Employees are dedicated to customer service and place a great importance on the people they serve; and WHEREAS, the optimism, creativity, and impressive achievements of public employees, and particularly City of Coppell Employees is truly commendable; and WHEREAS, these unsung heroes who focus on customer satisfaction deserve recognition. NOW, THEREFORE, I, Douglas N. Stover, Mayor of the City of Coppell, do hereby proclaim the week of May 2-8, 2005 as "PUBLIC SERVICE RECOGNITION WEEK" in the City of Coppell, and I encourage all citizens to salute City Employees for their contributions to our community. IN WITNESS THEREOF, I have set my hand and caused the seal of the City of Coppell to be affixed this _____ day of April 2005. ____________________________ Douglas N. Stover, Mayor ATTEST: __________________________________ Libby Ball, City Secretary DEPT: City Manager DATE: April 26, 2005 ITEM #: 9 AGENDA REQUEST FORM ITEM CAPTION: Consider approval of a proclamation naming Wednesday, April 27 as NATIONAL SECRETARY’S/OFFICE PROFESSIONAL’S DAY, and authorizing the Mayor to sign. GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: Agenda Request Form - Revised 09/04 Document Name: !Secy PROCLAMATION WHEREAS, Wednesday, April 27 is set aside to honor all Office Professionals in conjunction with National Professional Secretary's Day; and WHEREAS, the city of Coppell is proud of the dedication and hard work of their Secretaries and Office Professionals; and WHEREAS, our Secretaries and Office Professionals are primarily responsible for keeping our City running effectively and efficiently; and WHEREAS, the city of Coppell extends special thanks to all the Secretaries and Office Professionals in the organization. NOW, THEREFORE, I, Douglas N. Stover, Mayor of the city of Coppell, do hereby proclaim Wednesday, April 27 as "NATIONAL SECRETARY'S/OFFICE PROFESSIONAL'S DAY" in the city of Coppell, and encourage all Directors and Supervisors to recognize these employees as the professionals they truly are. IN WITNESS THEREOF, I have set my hand and caused the seal of the city of Coppell to be affixed this _____ day of April 2005. ____________________________ Douglas N. Stover, Mayor ATTEST: ___________________________ Libby Ball, City Secretary DEPT: City Manager DATE: April 26, 2005 ITEM #: 10 AGENDA REQUEST FORM ITEM CAPTION: Consider approval of a proclamation naming the week of May 1-7, 2005 as MUNICIPAL CLERKS’ WEEK, and authorizing the Mayor to sign. GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: Agenda Request Form - Revised 09/04 Document Name: !Clerks PROCLAMATION WHEREAS, The office of the Municipal Clerk, a time honored and vital part of local government, exists throughout the world; and WHEREAS, The office of the Municipal Clerk is the oldest office among public servants; and WHEREAS, The office of the Municipal Clerk provides the professional link between the citizens, the local governing bodies and agencies of government at other levels; and WHEREAS, Municipal Clerks have pledged to be ever mindful of their neutrality and impartiality, rendering equal service to all; and WHEREAS, The Municipal Clerk serves as the information center on functions of local government and community; and WHEREAS, Municipal Clerks continually strive to improve the administration of the affairs of the office of the Municipal Clerk through participation in education programs, seminars, workshops and the annual meetings of their state, county and international professional organizations; and WHEREAS, It is most appropriate that we recognize the accomplishment of the office of the Municipal Clerk. NOW, THEREFORE, I, Douglas N. Stover, Mayor of the city of Coppell, do recognize the week of May 1-7, 2005, as "MUNICIPAL CLERKS' WEEK" and further extend appreciation to our Municipal Clerk Libby Ball, and Deputy Municipal Clerk Kathy Wilkerson, and to all Municipal Clerks for the vital services they perform and their exemplary dedication to the communities they represent. IN WITNESS THEREOF, I have set my hand and caused the seal of the city of Coppell to be affixed this __________ day of April 2005. ________________________________________ Douglas N. Stover, Mayor ATTEST: ______________________________ Libby Ball, City Secretary DATE: April 26, 2005 ITEM #: 11 AGENDA REQUEST FORM CITIZENS' APPEARANCES ORDINANCE NO. 2001-964 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, ESTABLISHING RULES, TIMES AND PROCEDURES FOR CONDUCTING CITY COUNCIL MEETINGS. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THE FOLLOWING ARE HEREBY ADOPTED AS THE RULES, TIMES AND PROCEDURES FOR CONDUCTING COUNCIL MEETINGS OF THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: The City of Coppell Code of Ordinances, Article 1-10 "Rules, Times and Procedures for Conducting City Council Meetings," be, and the same is hereby, amended to read as follows: "ARTICLE 1-10 RULES, TIMES AND PROCEDURES FOR CONDUCTING CITY COUNCIL MEETINGS ". . . 1-10-6.2.1 CITIZENS APPEARANCE Persons wishing to speak on any matter other than an item scheduled for a public hearing on the agenda, must sign a register and list their residence address, provided by the City Secretary on a table outside the Council Chambers, and such persons may be heard only at the "Citizens Appearance" portion of a regular meeting or special meeting. Each speaker must state his or her name and address of residence. Presentations by individuals during the "Citizens Appearance" shall be limited to two (2) minutes each. An individual speaker's time may be extended for an additional two (2) minutes with the approval of a majority of the Council members present. There shall be a cumulative limit of twenty (20) minutes allotted of any regular or special Council meeting. Those persons who signed up to speak at the "Citizens Appearance" shall be called upon in the order that they have signed the provided register. No personal attacks by any speaker shall be made against any member of the Council, Mayor, individual, group or corporation (Charter Article 3, Section 3.12). Agenda Request Form - Revised 09/02 Document Name: %citapp.doc DEPT: City Secretary DATE: April 26, 2005 ITEM #: 12/A AGENDA REQUEST FORM ITEM CAPTION: Consider approval of minutes: April 12, 2005. GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: Agenda Request Form - Revised 02/04 Document Name: %minutes CM041205 Page 1 of 15 MINUTES OF APRIL 12, 2005 The City Council of the City of Coppell met in Regular Called Session on Tuesday, April 12, 2005, at 5:30 p.m. in the City Council Chambers of Town Center, 255 Parkway Boulevard, Coppell, Texas. The following members were present: Doug Stover, Mayor Diana Raines, Mayor Pro Tem Tim Brancheau, Councilmember Jayne Peters, Councilmember Marsha Tunnell, Councilmember Billy Faught, Councilmember Thom Suhy, Councilmember Councilmember York was absent from the meeting. Also present were Deputy City Manager Clay Phillips, City Secretary Libby Ball and City Attorney David Dodd. ITEM# ITEM DESCRIPTION 1. Call to order. Mayor Stover called the meeting to order, determined that a quorum was present and convened into Executive Session EXECUTIVE SESSION (Closed to the Public) 2. Convene Executive Session A. Section 551.071, Texas Government Code - Consultation with City Attorney. 1. City of Coppell’s opposition to zoning application in the City of Dallas, Z045-107, Northlake Development. 2. City of Coppell vs. Barney Barnett, et al. B. Section 551.072, Texas Government Code - Deliberation regarding Real Property. 1. Sandy Lake Road Right-of-Way Easement. Mayor Stover convened into Executive Session at 5:43 p.m. as allowed under the above-stated article. Mayor Stover adjourned the Executive Session at 6:19 p.m. and opened the Work Session. CM041205 Page 2 of 15 Mayor Pro Tem Raines left the meeting during the Executive Session. WORK SESSION (Open to the Public) 3. Convene Work Session A. Discussion regarding Electronic Agenda, Council Packets and Technology. B. Status Report on Municipal Cemetery. C. Discussion regarding Expansion of Public Safety Facilities. D. Discussion of Agenda Items. PUBLIC ANNOUNCEMENTS Public Service Announcements concerning local civic events and no Council action is required or permitted. REGULAR SESSION (Open to the Public) 4. Convene Regular Session. 5. Invocation. Monsignor Leon Duesman, St. Ann's Catholic Church led those present in the Invocation. 6. Pledge of Allegiance. Mayor Stover led those present in the Pledge of Allegiance. 7. Citizens' Appearances. Betsy and Bruce Wilcox, 610 Hawk Lane, Coppell, spoke about the 54th Annual National Day of Prayer Breakfast that will be held on Thursday, May 5, 2005 at the Balcony Restaurant located in Everybody Fits. CM041205 Page 3 of 15 CONSENT AGENDA 8. Consider approval of the following consent agenda items: A. Consider approval of minutes: March 8, 2005. B. Consider appointment to fill a two-year Regular term to the Keep Coppell Beautiful Committee, term to expire October, 2006. C. Consider approval of the William T. Cozby Public Library Advisory Board Amended By-Laws as approved by Library Advisory Board on February 10, 2005. D. Consider approval of a development agreement between Billingsley 121 Coppell, Ltd. and the City of Coppell to allow for the dedication of right-of-way, drainage easement and temporary slope easements necessary for Sandy Lake Road in consideration of a 100% credit against future impact fees on the Billingsley 121 Coppell, Ltd. tract; and authorizing the City Manager to sign. E. Consider approval of a Resolution amending Resolution No. 010996.3, as heretofore amended, with regard to solid waste collection fees, and authorizing the Mayor to sign. F. Consider approving an 18-month extension for a building permit for Case No. S-1217-LI, Coppell South Substation, zoning change request from LI (Light Industrial) to S- 1217-LI (Special Use Permit-1217-Light Industrial), to allow the construction of an electric substation on 4.3 acres of property located along the north side of Southwestern Boulevard, approximately 500 feet west of Coppell Road. G. Consider approval of a six-month extension to the expiration date for the Vista Ridge Addition, Lots 1BR-8X, Block D, Replat of Lot 1B, Block D of Vista Ridge, to allow for the development of six, one- and two-story general and medical office buildings, totaling approximately 62,700-square feet, and two common areas, on 7.77 acres CM041205 Page 4 of 15 of property located along the north side of S.H. 121, approximately 670 feet east of Denton Tap Road. Presentation: Deputy City Manager Phillips answered questions from Council on Item E. Action: Councilmember Peters moved to approve Consent Agenda Items A, B appointing Christopher Reed term to expire September 2006, C, D, E carrying Resolution No. 2005-0412.1, F and G. Councilmember Brancheau seconded the motion, the motion carried 5-0 with Councilmembers Brancheau, Peters, Tunnell, Faught and Suhy voting in favor of the motion. 9. PUBLIC HEARING: Consider approval of Case No. PD-199R2-HC, Vista Point II, Lot 5R, Block A (Bank of Texas), zoning change request from PD- 199-HC (Planned Development-199-Highway Commercial) to PD-199R2-HC (Planned Development-199 Revision 2-Highway Commercial) to allow the development of an approximate 5,585-square-foot bank facility, with drive-through lanes, on 1.25 acres of property located along the west side of MacArthur Blvd., south of S.H. 121. Public Hearing: Mayor Stover opened the Public Hearing and advised that no one had signed up to speak on this proposal. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Ples Schnitz, Jr., Applicant, 333 West Campbell Road, Suite 355, Richardson, addressed Council. Neil Brennan, Applicant, 2650 Laurel Lane, Dallas, stated he was available to answer any questions from Council. CM041205 Page 5 of 15 Action: Councilmember Faught moved to close the Public Hearing and approve Case No. PD-199R2-HC, Vista Point II, Lot 5R, Block A (Bank of Texas), zoning change request from PD-199-HC (Planned Development-199- Highway Commercial) to PD-199R2-HC (Planned Development-199 Revision 2-Highway Commercial) to allow the development of an approximate 5,585-square-foot bank facility, with drive-through lanes, on 1.25 acres of property located along the west side of MacArthur Blvd., south of S.H. 121 subject to the following conditions: 1. Prior to the issuance of a Certificate of Occupancy for this bank, either the fire lane on Lot 2, adjacent to this site, or a hammerhead (turn-around) on the northern fire lane shall be constructed, as approved by the Fire Marshall. 2. Submission of a letter from the City of Lewisville approving the deceleration lanes adjacent to this site and/or related issues. 3. Direct City of Coppell staff to write a letter to the Mayor, Council and other City of Lewisville authorities regarding the deceleration lane. Councilmember Suhy seconded the motion, the motion carried 5-0 with Councilmembers Brancheau, Peters, Tunnell, Faught and Suhy voting in favor of the motion. 10. PUBLIC HEARING: Consider approval of the Vista Point II, Lot 5R, Block A Replat (Bank of Texas), to revise the location of the fire lanes to allow the development of an approximate 5,585-square-foot bank facility with drive-through lanes on 1.25 acres of property located along the west side of MacArthur Blvd., south of S.H. 121. Public Hearing: Mayor Stover opened the Public Hearing and advised that no one had signed up to speak on this proposal. CM041205 Page 6 of 15 Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Action: Councilmember Tunnell moved to close the Public Hearing and deny the Vista Point II, Lot 5R, Block A Replat (Bank of Texas), to revise the location of the fire lanes to allow the development of an approximate 5,585-square-foot bank facility with drive-through lanes on 1.25 acres of property located along the west side of MacArthur Blvd., south of S.H. 121. Councilmember Suhy seconded the motion to deny, the motion to deny carried 5-0 with Councilmembers Brancheau, Peters, Tunnell, Faught and Suhy voting in favor of denying the motion. 11. PUBLIC HEARING: Consider approval of Case No. PD-97R3-R, Corners of Coppell (Universal Academy), zoning change request from PD-97-R (Planned Development-97-Retail) to PD-97R3-R (Planned Development-97 Revision 3-Retail) to allow the occupancy of approximately 73,128-square-feet of the existing building for Universal Academy (grades preK-12th), and the occupancy of the remaining 41,475-square feet for college and/or retail uses, on 10.7 acres of property located at the southeast corner of Sandy Lake Road and MacArthur Blvd. Public Hearing: Mayor Stover opened the Public Hearing and advised that no one had signed up to speak on this proposal. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Karl Crawley, Applicant, 900 Jackson Street, Suite 640, Dallas, spoke to Council. Janice Blackman, Applicant, 2204 Cypress Court, Flower Mound, spoke to Council. Ken Griffin, Director of Engineering, answered questions from Council. CM041205 Page 7 of 15 Action: Councilmember Suhy moved to close the Public Hearing and approve Case No. PD-97R3-R, Corners of Coppell (Universal Academy), zoning change request from PD-97-R (Planned Development-97-Retail) to PD- 97R3-R (Planned Development-97 Revision 3-Retail) to allow the occupancy of approximately 73,128-square-feet of the existing building for Universal Academy (grades preK-12th), and the occupancy of the remaining 41,475-square feet for college and/or retail uses, on 10.7 acres of property located at the southeast corner of Sandy Lake Road and MacArthur Blvd. subject to the following conditions: 1. Engineering Department review of the proposed circulation patterns and directional signage prior to opening and during the operation of this school. 2. The applicant re-evaluate the necessity of fencing in the future retail areas. 3. Provision of a letter from a registered structural engineer proving the bridges/box culverts will support a vehicle weighing a minimum of 80,000 lbs. 4. Submission of details of the proposed attached signage, including color, font, size, location and a clarification that no monument sign is proposed for this tract. Councilmember Peters seconded the motion, the motion carried 5-0 with Councilmembers Brancheau, Peters, Tunnell, Faught and Suhy voting in favor of the motion. 12. Consider approval of the Wynnpage Plaza North, Lot 2, Block B, Site Plan, to allow the development of an approximate 3,500- square-foot one-story office building and an approximate 16,000-square-foot two-story building on 2.234 acres of property located along the west side of Denton Tap Road, approximately 180 feet north of Wynnpage Drive. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. CM041205 Page 8 of 15 Action: Councilmember Peters moved to approve the Wynnpage Plaza North, Lot 2, Block B, Site Plan, to allow the development of an approximate 3,500- square-foot one-story office building and an approximate 16,000-square- foot two-story building on 2.234 acres of property located along the west side of Denton Tap Road, approximately 180 feet north of Wynnpage Drive subject to the following conditions: 1. Ensure the lighting meets the glare and lighting standards of the Zoning Ordinances. 2. Coordinate with Lone Star Gas for permission to have the parking spaces, fire lane and mutual access drive crossing the 50’ Lone Star Gas easement. 3. Note on Site Plan Details that the sign widths shall not extend beyond the awning width. 4. Include a legend within the black and white elevations outlining the building materials. 5. Compliance with the Engineering and Fire Department comments. Engineering Comments Site Plan Sheet C2: 1. Does the agreement with the property owner to the north allow concentration of flow as proposed from the flume? Sheet C3: 1. Show location of FDC and minimum 4” diameter piping. FDC shall be on the same side of fire lane as the F.H. Fire Administration Comments 1. Indicate fire hydrant and FDC locations; must be within 50 feet of each other and on the same side of the fire lane. CM041205 Page 9 of 15 Councilmember Brancheau seconded the motion, the motion carried 5-0 with Councilmembers Brancheau, Peters, Tunnell, Faught and Suhy voting in favor of the motion. 13. PUBLIC HEARING: Consider approval of the Wynnpage Plaza North, Lot 1R, Block B, Replat and Lot 2, Block B, Final Plat, to allow the reconfiguration of a fire lane and mutual access easement on .68 of an acre of property on Lot 1 and the development of an approximate 3,500-square-foot one-story office building and an approximate 16,000-square-foot two-story building on 2.234 acres of property (Lot 2) located along the west side of Denton Tap Road, approximately 180 feet north of Wynnpage Drive. Mayor Pro Tem Raines arrived during this item. Public Hearing: Mayor Stover opened the Public Hearing and advised that no one had signed up to speak on this proposal. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Action: Councilmember Tunnell moved to close the Public Hearing and approve the Wynnpage Plaza North, Lot 1R, Block B, Replat and Lot 2, Block B, Final Plat, to allow the reconfiguration of a fire lane and mutual access easement on .68 of an acre of property on Lot 1 and the development of an approximate 3,500-square-foot one-story office building and an approximate 16,000-square-foot two-story building on 2.234 acres of property (Lot 2) located along the west side of Denton Tap Road, approximately 180 feet north of Wynnpage Drive subject to the following conditions: 1. Verify with the gas company that the modified alignment of the crossing of their easement is acceptable. Verify parking in their easement is acceptable. 2. Contact Larry Redick at 972-323-8917 to discuss electric easement requirements. CM041205 Page 10 of 15 Councilmember Suhy seconded the motion, the motion carried 6-0 with Mayor Pro Tem Raines and Councilmembers Brancheau, Peters, Tunnell, Faught and Suhy voting in favor of the motion. 14. Consider approval of the Beltline Trade Center, Lot 1, Block 1, Site Plan, to allow the development of an approximate 375,000-square-foot warehouse distribution building on 27.072 acres of property located along the north side of Beltline Road, approximately 1,000 feet east of North Lake Drive. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Action: Councilmember Suhy moved to approve the following: Item 14: The Beltline Trade Center, Lot 1, Block 1, Site Plan, to allow the development of an approximate 375,000-square-foot warehouse distribution building on 27.072 acres of property located along the north side of Beltline Road, approximately 1,000 feet east of North Lake Drive subject to the following conditions: 1. Show and label all fire hydrants on Site Plan and reconfigure Fire Department connection locations to the satisfaction of the Fire Department. 2. Beltline Road median alterations must be approved by the City of Dallas. 3. Compliance with Engineering comments. Engineering Comments Preliminary Utility Layout: 1. Additional fire hydrants are needed to meet minimum spacing (300’ min. along fire lane) 2. Overall design of water will be reviewed in greater detail during plan review. CM041205 Page 11 of 15 3. You will need permission from DART to work within their easement to install the 8” sanitary sewer. Fire Administration Comments 1. FDC configuration is not correct. Install in accordance with NFPA and City of Coppell standards. Additional requirements may be identified during full engineering plan review. Item 15: The Beltline Trade Center, Lot 1, Block 1, Minor Plat, to allow the development of an approximate 375,000-square-foot warehouse distribution building on 27.072 acres of property located along the north side of Beltline Road, approximately 1,000 feet east of North Lake Drive subject to the following conditions: 1. Contact Jeff Curry at (972) 570-4126 to discuss easement requirements. 2. Engineering easement comments. Engineering Comments: 1. Coordinate easements to accommodate changes to the proposed water line. 2. Will need easement for the sanitary sewer when it leaves this site. Additional requirements may be identified during full engineering plan review. Councilmember Faught seconded the motion, the motion carried 6-0 with Mayor Pro Tem Raines and Councilmembers Brancheau, Peters, Tunnell, Faught and Suhy voting in favor of the motion. 15. Consider approval of the Beltline Trade Center, Lot 1, Block 1, Minor Plat, to allow the development of an approximate 375,000-square-foot warehouse distribution building on 27.072 CM041205 Page 12 of 15 acres of property located along the north side of Beltline Road, approximately 1,000 feet east of North Lake Drive. Action: This item was considered with Item 14. See Item 14 for minutes. 16. Consider approval of an Ordinance for Case No. PD-209-C, TownOaks Centre, zoning change from C (Commercial) to PD- 209-C (Planned Development-209-Commercial) to allow variances to the City’s Sign Ordinance regarding two monument signs and attached signage at 120 S. Denton Tap Road, located at the southeast corner of Denton Tap and Sandy Lake Roads, and authorizing the Mayor to sign. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Action: Councilmember Peters moved to approve Ordinance No. 91500-A-405 for Case No. PD-209-C, TownOaks Centre, zoning change from C (Commercial) to PD-209-C (Planned Development-209-Commercial) to allow variances to the City’s Sign Ordinance regarding two monument signs and attached signage at 120 S. Denton Tap Road, located at the southeast corner of Denton Tap and Sandy Lake Roads, and authorizing the Mayor to sign. Mayor Pro Tem Raines seconded the motion, the motion carried 4-2 with Mayor Pro Tem Raines and Councilmembers Brancheau, Peters, and Suhy voting in favor of the motion and Councilmembers Tunnell and Faught voting against the motion. 17. Consider approval of an ordinance amending Chapter 3, Section 3-1-12 of the Code of Ordinances to amend the Daily Water Conservation and Drought Contingency Plan; and authorizing the Mayor to sign. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. CM041205 Page 13 of 15 Action: Councilmember Peters moved to approve Ordinance No. 2005-1096 amending Chapter 3, Section 3-1-12 of the Code of Ordinances to amend the Daily Water Conservation and Drought Contingency Plan; and authorizing the Mayor to sign. Councilmember Brancheau seconded the motion, the motion carried 6-0 with Mayor Pro Tem Raines and Councilmembers Brancheau, Peters, Tunnell, Faught and Suhy voting in favor of the motion. 18. Consider approval of awarding Bid/Contract #Q-0205-02 to Fox Contractors, Inc. for the construction of the State Highway 121 Waterline (from North Coppell Rd. to Denton Tap Rd.) in an amount of $666,079.30, as provided for in Water and Sewer CIP funds; and authorizing the City Manager to sign. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Action: Councilmember Tunnell moved to approve awarding Bid/Contract #Q-0205-02 to Fox Contractors, Inc. for the construction of the State Highway 121 Waterline (from North Coppell Rd. to Denton Tap Rd.) in an amount of $666,079.30, as provided for in Water and Sewer CIP funds; and authorizing the City Manager to sign. Councilmember Brancheau seconded the motion, the motion carried 6-0 with Mayor Pro Tem Raines and Councilmembers Brancheau, Peters, Tunnell, Faught and Suhy voting in favor of the motion. 19. Necessary action resulting from Work Session. There was no action necessary under this item. 20. Mayor and Council Reports. A. Report by Mayor Stover regarding Shattered Dreams. B. Report by Mayor Stover regarding the article in the Coppell Gazette. C. Report by Mayor Stover regarding the Prayer Breakfast. D. Report by Mayor Stover regarding the Citizen Summit. CM041205 Page 14 of 15 E. Report by Councilmember Peters regarding the egg hunt that wasn’t. F. Report by Councilmember Peters regarding Partners in Mobility presentation to the Texas Transportation Commission. G. Report by Councilmember Tunnell regarding National League of Cities. H. Report by Councilmember Faught regarding the Annual Trash Off. I. Report by Councilmember Suhy regarding Coppell Youth Leadership. A. Mayor Stover reported on the Shattered Dreams Program that was held at Coppell High School. B. Mayor Stover discussed the unfortunate headlines in the Coppell Gazette that were printed in error regarding layoffs at the City of Coppell. C. Mayor Stover reported on the Dallas Christian Leadership Prayer Breakfast that he attended last week. D. Mayor Stover thanked all citizens who participated in the Citizen Summit that was held at Town Center on April 5, 2005. E. Councilmember Peters thanked all staff and their family members that assisted with the egg hunt that wasn’t that was held under tents due to the pouring rain that day. F. Councilmember Peters reported on the Partners in Mobility presentation to the Texas Transportation Commission that she and Councilmember Brancheau attended. G. Councilmember Tunnell reported on the National League of Cities meeting she attended. The main items discussed were transportation, C.D.B.G. Grants, Homeland Security, protecting local tax authority and the ability of communities to tax communication services. H. Councilmember Faught reported on the great success of the Clean Coppell/Earthfest. I. Councilmember Suhy reported that the Coppell Youth Leadership was holding a Junior/Senior Dance that they were hosting for the CM041205 Page 15 of 15 seniors in Coppell. The current class of the Coppell Youth Leadership will hold its graduation at the Coppell Chamber of Commerce luncheon on April 27, 2005. Interviews for the new class will be held on May 11th, 17th and 19th. 21. Necessary Action Resulting from Executive Session. There was no action necessary under this item. There being no further business to come before the City Council, the meeting was adjourned. ____________________________________ , Mayor ATTEST: ______________________________________ City Secretary Douglas N. Stover Libby Ball, DEPT: Engineering DATE: April 26, 2005 ITEM #: 12/B AGENDA REQUEST FORM ITEM CAPTION: Consider approval of awarding Bid/Contract #Q-0305-01 to Whitewater Construction, Inc. for the construction of the Oakcrest Drainage project in an amount of $84,407, as provided for in CIP funds; and authorizing the City Manager to sign. GOAL(S): EXECUTIVE SUMMARY: The construction of this project will eliminate the standing water along Oakcrest Lane, especially at its intersection with Sandy Oak Lane. The borrow ditches will be graded along both sides of the road, and the culverts and drives will be replaced in the areas that prevent the water from flowing to the south end if the street. Staff recommends approval of the contract with Whitewater Construction, Inc. for the construction of the Oakcrest Drainage project and will be available to answer any questions at the Council meeting. FINANCIAL COMMENTS: Funds are available in the Drainage CIP accounts for this project. Agenda Request Form - Revised 09/04 Document Name: #OakcrestDrainage MEMORANDUM TO:Mayor and City Council FROM:Kenneth M. Griffin, P.E., Director of Engineering/Public Works DATE: April 26, 2005 REF: Consider approval of awarding Bid/Contract #Q-03-05-01 to Whitewater Construction, Inc. for the construction of the Oakcrest Drainage project in an amount of $84,407.00, as provided for in Drainage CIP funds; and authorizing the City Manager to sign. On April 5, 2005 the City of Coppell received and opened one bid for the construction of the Oakcrest Drainage Project. This project is located along Oakcrest Lane, which runs south from Bethel School Road approximately 1,400 feet east of Denton Tap Road. See the attached exhibit for additional information on the location of the project. The drainage along Oakcrest Lane consists of borrow ditches along the side of the street. The lots that front the street, as well as the street, drains to the ditches, and the flow runs south to the intersection of Meadow Creek Road. As the stormwater flows south, it crosses all the lots, and crosses either under the driveways in culverts, or over the drives through a “valley gutter” constructed in the driveway. Most of the driveways and culverts were placed during the home construction in the late 1970’s. There appears to have been very little coordination between builders in the placement of these drives and culverts. There is no consistent slope, and as such some of the water stands in places along the ditch. This project consists of grading of the borrow ditches along both sides of the road, and replacing the culverts and drives in the areas that prevent the water from flowing to the south end of the street. The low bidder on the project was Whitewater Construction, Inc. of Waco, Texas, with a bid amount of $84,407. This contractor has provided the City of Coppell references for prior projects, and in speaking with them they have not offered any negative comments. Prior to advertising this project for bids, city staff contacted Dallas County to request a cost estimate for the county to perform this work. Since this is a residential street, the county would perform the work, but the entire cost would be paid by the city. The county submitted a cost estimate of $28,311.88. This estimate was for the removal of drives, ditch excavation, installation of new culverts, and reconstruction of drives and the intersection of Sandy Oak. Dallas County proposed repouring all the concrete removal with asphalt. Dallas County did not provide a cost, and did not intend to perform the irrigation repair, the re-sodding of the ditch line and the tree replacement. After receiving the estimate from Dallas County, we decided to proceed with bidding the project due to the amount of work that would need to be done after the county was done with the work they were able to perform. The Engineering Department designed this project in-house, and our estimate of cost was $52,915 for the construction. The single bid submitted was in the amount of $84,407. Although this bid is higher than we estimated, it appears to be a valid bid with reasonable and balanced costs. Staff recommends award of the contract for the construction of the Oakcrest Drainage Project to Whitewater Construction, Inc. in an amount of $84,407, with an estimated completion time of 40 calendar days. Staff will be available to answer any questions at the Council meeting. BID TABULATION: OAKCREST DRAINAGE PROJECT # DR 04-01 ItemQuantityUnitDescriptionEngineer’s EstimateWhitewaterConstructionInc.Dallas County *Total PriceUnit PriceTotal PriceUnit PriceTotal PriceI-11LSMobilization & Demobilization5,000.0010,000.0010,000.00No BidI-2220SYRemove & Dispose of Concrete Flatwork1,760.005.001,100.00I-3105SYRemove & Dispose of Asphalt Pavement1,050.005.00525.004,500.00I-49EARemove & Dispose of Existing Culvert1,350.00100.00900.00No BidI-51738LFExcavate Ditch Line to Grade8,690.0013.0022,594.00--12,300.00I-61EARemove & Replace 3” Crape Myrtle750.00500.00500.00No BidI-73EARemove & Re-set Mailbox (Brick)2,250.00500.001,500.00No BidI-83EARemove & Re-set Mailbox (other than Brick)150.00100.00300.00No BidI-91EAAdjust Water Valve Box200.00250.00250.00No BidI-10142LFFurnish & Install 12” RCP Culvert6,390.0049.006,958.00--5,133.00I-11215SYConstruct 6” Concrete Driveway6,450.0042.009,030.00I-121LSConstruct 6” Concrete Valley Gutter6,500.009,000.009,000.00I-135SYConstruct 4” Concrete Sidewalk125.0050.00250.004,950.88 HMAC not concreteI-141500LFFurnish & Install Block Sod3,940.0013.0019,500.00No BidI-151LSFurnish, Install, Maintain & Remove TrafficControl Devices500.001,000/001,000.00--1,408.00I-161LSFurnish, Install, Maintain & Remove ErosionControl Devices3,000.001,000.001,000.00No Bid Calendar Days40$ 52,915.00$ 84,407.00 $ 28,311.88* Dallas County does not perform irrigation repairs, re-sodding, concrete work, mailbox replacement, or tree replacement. DEPT: Engineering DATE: April 12, 2005 ITEM #: 12/C AGENDA REQUEST FORM ITEM CAPTION: Consider approval of awarding a contract to Uretek USA, Inc. for the construction of the annual street repair/mud jacking program through the City of Plano’s Interlocal Purchasing Agreement, in an amount of $50,000, as provided for in the Infrastructure Maintenance fund. GOAL(S): EXECUTIVE SUMMARY: Approval of the contract with Uretek USA, Inc. will provide funding to continue with the list of repairs from the citizen‘s request list. Staff recommends approval of the contract with Uretek, Inc. and will be available to answer any questions at the Council meeting. FINANCIAL COMMENTS: Funds are available in the Infrastructure Maintenance Fund for this contract. Agenda Request Form - Revised 09/04 Document Name: #Uretek MEMORANDUM TO:Mayor and City Council FROM:Kenneth M. Griffin, P.E., Director of Engineering/Public Works DATE: April 26, 2005 REF: Consider approval of awarding a contract to Uretek USA, Inc. for the construction of the annual street repair/mud jacking program through the City of Plano’s Interlocal Purchasing Agreement, in an amount of $50,000, as provided for in the Infrastructure Maintenance fund. This agenda item is our yearly contract with Uretek to level up streets within the City which have settled and created areas of standing and/or ponded water. We have previously entered into a contract with Uretek for an amount of $30,000 to do some additional work outside the scope of our normal $50,000 yearly contract. Therefore, this agenda item does need council approval to authorized the total of the two contracts, which will exceed the $50,000 authority. Several years ago the City of Plano bid out this service and the low bid was Uretek, USA. We have tagged onto the City of Plano’s contract for several years. This is the final year of the Plano contract with Uretek. According to information from the City of Plano, the contract will be rebid in August or September 2005. This additional work by Uretek will be completed some time in the month of May 2005. Therefore, we can still operate under the current Plano contract with Uretek. Once the City of Plano rebids these services, we will evaluate their bids next year to determine if it is in our best interest to continue to tag onto their bid. Staff recommends approval of the contract in the amount of $50,000 to Uretek USA, Inc. and will be available to answer any questions at the Council meeting. DEPT: Human Resources DATE: April 26, 2005 ITEM #: 12/D AGENDA REQUEST FORM ITEM CAPTION: Consider approval to award RFP-#0080 Construction Manager at Risk for the public safety building to Harrison, Walker & Harper, LP and authorizing the City Manager to sign all required documents relative to the purchase GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: Funds for this contract will need to be provided by Fund Balance. Agenda Request Form - Revised 09/04 Document Name: CRM for Phase I Municipal Building Expansion April 4, 2005 Construction Manager at Risk On Thursday March 31, a selection committee interviewed three possible candidates for the Construction Manager at Risk for the Municipal Building expansion per RFP 0080. The committee consisted of Wade Goolsby, Dwayne Brinkley, Sheri Moino, Bobby Halton and myself. After the interviews were completed, by a unanimous vote, the committee found Harrison Walker and Harper to be the best firm for the job. Therefore, it is the recommendation of the selection committee that Harrison Walker and Harper is the firm the City of Coppell hires to perform as the Construction Manager at Risk for the Municipal Building Expansion project. Jerod Anderson Purchasing Agent AIA® Document A121TMCMc – 2003 and AGC Document 565 Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is Also the Constructor AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. The 1997 Edition of AIA® Document A201™, General Conditions of the Contract for Construction, is referred to herein. This Agreement requires modification if other general conditions are utilized. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA® Document A121TMCMc – 2003 and AGC Document 565 Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is Also the Constructor AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. The 1997 Edition of AIA® Document A201™, General Conditions of the Contract for Construction, is referred to herein. This Agreement requires modification if other general conditions are utilized. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AGREEMENT made as of the Thirteenth day of April in the year of Two Thousand and Five (In words, indicate day, month and year) BETWEEN the Owner: (Name and address) City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 and the Construction Manager: (Name and address) Harrison, Walker & Harper, LP 222 East Hickory Street Paris, Texas 75460 The Project is: (Name, address and brief description) Police and Fire Department Expansions and Renovations Phase I Municipal Building Expansion Coppell, Texas The Architect is: (Name and address) Brinkley Sargent Architects 5000 Quorum Drive, #123 Dallas, Texas 75254 The Owner and Construction Manager agree as set forth below: ¶ City of Coppell AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 3 TABLE OF CONTENTS ARTICLE 1 GENERAL PROVISIONS § 1.1 Relationship of the Parties § 1.2 General Conditions ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES § 2.1 Preconstruction Phase § 2.2 Guaranteed Maximum Price Proposal and Contract Time § 2.3 Construction Phase § 2.4 Professional Services § 2.5 Hazardous Materials ARTICLE 3 OWNER'S RESPONSIBILITIES § 3.1 Information and Services § 3.2 Owner's Designated Representative § 3.3 Architect § 3.4 Lega l Requirements ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 4.1 Compensation § 4.2 Payments ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 5.1 Compensation § 5.2 Guaranteed Maximum Price § 5.3 Changes in the Work ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § 6.1 Costs to Be Reimbursed § 6.2 Costs Not to Be Reimbursed § 6.3 Discounts, Rebates and Refunds § 6.4 Accounting Records ARTICLE 7 CONSTRUCTION PHASE § 7.1 Progress Payments § 7.2 Final Payment ARTICLE 8 INSURANCE AND BONDS § 8.1 Insurance Required of the Construction Manager § 8.2 Insurance Required of the Owner § 8.3 Performance Bond and Payment Bond ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 Dispute Resolution § 9.2 Other Provisions ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 Termination Prior to Establishing Guaranteed Maximum Price § 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price § 10.3 Suspension ARTICLE 11 OTHER CONDITIONS AND SERVICES AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 4 ARTICLE 1 GENERAL PROVISIONS § 1.1 RELATIONSHIP OF PARTIES The Construction Manager accepts the relationship of trust and confidence established with the Owner by this Agreement, and covenants with the Owner to furnish the Construction Manager's reasonable skill and judgment and to cooperate with the Architect in furthering the interests of the Owner. The Construction Manager shall furnish construction administration and management services and use the Construction Manager's best efforts to perform the Project in an expeditious and economical manner consistent with the interests of the Owner. The Owner shall endeavor to promote harmony and cooperation among the Owner, Architect, Construction Manager and other persons or entities employed by the Owner for the Project. § 1.2 GENERAL CONDITIONS For the Construction Phase, the General Conditions of the contract shall be the AIA® Document A201™–1997, General Conditions of the Contract for Construction, which is incorporated herein by reference. For the Preconstruction Phase, or in the event that the Preconstruction and Construction Phases proceed concurrently, A201™–1997 shall apply to the Preconstruction Phase only as specifically provided in this Agreement. The term "Contractor" as used in A201™–1997 shall mean the Construction Manager. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager shall perform the services described in this Article. The services to be provided under Sections 2.1 and 2.2 constitute the Preconstruction Phase services. If the Owner and Construction Manager agree, after consultation with the Architect, the Construction Phase may commence before the Preconstruction Phase is completed, in which case both phases will proceed concurrently. § 2.1 PRECONSTRUCTION PHASE § 2.1.1 PRELIMINARY EVALUATION The Construction Manager shall provide a preliminary evaluation of the Owner's program and Project budget requirements, each in terms of the other. § 2.1.2 CONSULTATION The Construction Manager with the Architect shall jointly schedule and attend regular meetings with the Owner. The Construction Manager shall consult with the Owner and Architect regarding site use and improvements and the selection of materials, building systems and equipment. The Construction Manager shall provide recommendations on construction feasibility; actions designed to minimize adverse effects of labor or material shortages; time requirements for procurement, installation and construction completion; and factors related to construction cost, including estimates of alternative designs or materials, preliminary budgets and possible economies. § 2.1.3 PRELIMINARY PROJECT SCHEDULE When Project requirements described in Section 3.1.1 have been sufficiently identified, the Construction Manager shall prepare, and periodically update, a preliminary Project schedule for the Architect's review and the Owner's approval. The Construction Manager shall obtain the Architect's approval of the portion of the preliminary Project schedule relating to the performance of the Architect's services. The Construction Manager shall coordinate and integrate the preliminary Project schedule with the services and activities of the Owner, Architect and Construction Manager. As design proceeds, the preliminary Project schedule shall be updated to indicate proposed activity sequences and durations, milestone dates for receipt and approval of pertinent information, submittal of a Guaranteed Maximum Price proposal, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead-time procurement, Owner's occupancy requirements showing portions of the Project having occupancy priority, and proposed date of Substantial Completion. If preliminary Project schedule updates indicate that previously approved schedules may not be met, the Construction Manager shall make appropriate recommendations to the Owner and Architect. § 2.1.4 PHASED CONSTRUCTION The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance of Drawings and Specifications to facilitate phased construction of the Work, if such phased construction is appropriate for the Project, taking into consideration such factors as economies, time of performance, availability of labor and materials, and provisions for temporary facilities. AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 5 § 2.1.5 PRELIMINARY COST ESTIMATES § 2.1.5.1 When the Owner has sufficiently identified the Project requirements and the Architect has prepared other basic design criteria, the Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a preliminary cost estimate utilizing area, volume or similar conceptual estimating techniques. § 2.1.5.2 When Schematic Design Documents have been prepared by the Architect and approved by the Owner, the Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a more detailed estimate with supporting data. During the preparation of the Design Development Documents, the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. § 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by the Owner, the Construction Manager shall prepare a detailed estimate with supporting data for review by the Architect and approval by the Owner. During the preparation of the Construction Documents, the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. § 2.1.5.4 If any estimate submitted to the Owner exceeds previously approved estimates or the Owner's budget, the Construction Manager shall make appropriate recommendations to the Owner and Architect. § 2.1.6 SUBCONTRACTORS AND SUPPLIERS The Construction Manager shall seek to develop subcontractor interest in the Project and shall furnish to the Owner and Architect for their information a list of possible subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work. The Architect will promptly rep ly in writing to the Construction Manager if the Architect or Owner know of any objection to such subcontractor or supplier. The receipt of such list shall not require the Owner or Architect to investigate the qualifications of proposed subcontractors or suppliers, nor shall it waive th e right of the Owner or Architect later to object to or reject any proposed subcontractor or supplier. § 2.1.7 LONG-LEAD-TIME ITEMS The Construction Manager sh all recommend to the Owner and Architect a schedule for procurement of long-lead- time items which will constitute part of the Work as required to meet the Project schedule. If such long-lead-time items are procured by the Owner, they shall be procured on terms and conditions acceptable to the Construction Manager. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, all contracts for such items shall be assigned by the Owner to the Construction Manager, who shall accept responsibility for such items as if procured by the Construction Manager. The Construction Manager shall expedite the delivery of long-lead-time items. § 2.1.8 EXTENT OF RESPONSIBILITY The Construction Manager does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The recommendations and advice of the Construction Manager concerning design alternatives shall be subject to the review and approval of the Owner and the Owner's professional consultants. It is not the Construction Manager's responsibility to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, building codes, rules and regulations. However, if the Construction Manager recognizes that portions of the Drawings and Specifications are at variance therewith, the Construction Manager shall promptly notif y the Architect and Owner in writing. § 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION The Construction Manager shall comply with applicable laws, regulations and special requirements of the Contract Documents regarding equal employment opportunity and affirmative action programs. § 2.2 GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME § 2.2.1 When the Drawings and Specifications are sufficiently complete, the Construction Manager shall propose a Guaranteed Maximum Price, which shall be the sum of the estimated Cost of the Work and the Construction Manager's Fee. § 2.2.2 As the Drawings and Specifications ma y not be finished at the time the Guaranteed Maximum Price proposal is prepared, the Construction Manager shall provide in the Guaranteed Maximum Price for further development of AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 6 the Drawings and Specifications by the Architect that is consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materia ls, finishes or equipment, all of which, if required, shall be incorporated by Change Order. § 2.2.3 The estimated Cost of the Work shall include the Construction Manager's contingency, a sum established by the Construction Manager for the Construction Manager's exclusive use to cover costs arising under Section 2.2.2 and other costs which are properly reimbursable as Cost of the Work but not the basis for a Change Order. § 2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include: .1 A list of the Drawings and Specifications, including all addenda thereto and the Conditions of the Contract, which were used in preparation of the Guaranteed Maximum Price proposal. .2 A list of allowances and a statement of their basis. .3 A list of the clarifications and assumptions made b y the Construction Manager in the preparation of the Guaranteed Maximum Price proposal to supplement the information contain ed in the Drawings and Specifications. .4 The proposed Guaranteed Maximum Price, including a statement of the estimated cost organized by trade categories, allowances, contingency, and other items and the Fee that comprise the Guaranteed Maximum Price. .5 The Date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based, and a schedule of the Construction Documents issuance dates upon which the date of Substantial Completion is based. § 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal and the written statement of its basis. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 2.2.6 Unless the Owner accepts the Guaranteed Maximum Price proposal in writing on or before the date specified in the proposal for such acceptance and so notifies the Construction Manager, the Guaranteed Maximum Price proposal shall not be effective without written acceptance by the Construction Manager. § 2.2.7 Prior to the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal and issuance of a Notice to Proceed, the Construction Manager shall not incur an y cost to be reimbursed as part of the Cost of the Work, except as the Owner may specifically authorize in writing. § 2.2.8 Upon acceptance by the Owner of the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price and its basis shall be set forth in Amendment No. 1. The Guaranteed Maximum Price shall be subject to additions and deductions b y a change in the Work as provided in the Contract Documents, and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. § 2.2.9 The Owner shall authorize and cause the Architect to revise the Drawings and Specifications to the extent necessary to reflect the agreed-upon assumptions and clarifications contained in Amendment No. 1. Such revised Drawings and Specifications shall be furnished to the Construction Manager in accordance with schedules agreed to by the Owner, Architect and Construction Manager. The Construction Manager shall promptly notify the Architect and Owner if such revised Drawings and Specifications are inconsistent with the agreed-upon assumptions and clarifications. § 2.2.10 The Guaranteed Maximum Price shall include in the Cost of the Work only those taxes which are enacted at the time the Guaranteed Maximum Price is established. § 2.3 CONSTRUCTION PHASE § 2.3.1 GENERAL § 2.3.1.1 The Construction Phase shall commence on the earlier of: AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 7 (1) the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal and issuance of a Notice to Proceed, or (2) the Owner's first authorization to the Construction Manager to: (a) award a subcontract, or (b) undertake construction Work with the Construction Manager's own forces, or (c) issue a purchase order for materials or equipment required for the Work. § 2.3.2 ADMINISTRATION § 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated to a special design for the Work from the list previously reviewed and, after analyzing such bids, shall deliver such bids to the Owner and Architect. The Owner will then determine, with the advice of the Construction Manager and subject to the reasonable objection of the Architect, which bids will be accepted. The Owner may designate specific persons or entities from whom the Construction Manager shall obtain bids; however, if the Guaranteed Maximum Price has been established, the Owner may not prohibit the Construction Manager from obtaining bids from other qualified bidders. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. § 2.3.2.2 If the Guaranteed Maximum Price has been established and a specific bidder among those whose bids are delivered by the Construction Manager to the Owner and Architect (1) is recommended to the Owner by the Construction Manager; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid which conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a change in the Work be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 2.3.2.3 Subcontracts and agreements with suppliers furnishing materials or equipment fabricated to a special design shall conform to the payment provisions of Sections 7.1.8 and 7.1.9 and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. § 2.3.2.4 The Construction Manager shall schedule and conduct meetings at which the Owner, Architect, Construction Manager and appropriate Subcontractors can discuss the status of the Work. The Construction Manager shall prepare and promptly distribute meeting minutes. § 2.3.2.5 Promptly after the Owner's acceptance of the Guaranteed Maximum Price proposal, the Construction Manager shall prepare a schedule in accordance with Section 3.10 of A201™–1997, including the Owner's occupancy requirements. § 2.3.2.6 The Construction Manager shall provide monthly written reports to the Owner and Architect on the progress of the entire Work. The Construction Manager shall maintain a daily log containing a record of weather, Subcontractors working on the site, number of workers, Work accomplished, problems encountered and other similar relevant data as the Owner may reasonably require. The log shall be available to the Owner and Architect. § 2.3.2.7 The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect at regular intervals. § 2.4 PROFESSIONAL SERVICES Section 3.12.10 of A201™–1997 shall apply to both the Preconstruction and Construction Phases. § 2.5 HAZARDOUS MATERIALS Section 10.3 of A201™–1997 shall apply to both the Preconstruction and Construction Phases. AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 8 ARTICLE 3 OWNER'S RESPONSIBILITIES § 3.1 INFORMATION AND SERVICES § 3.1.1 The Owner shall provide full information in a timely manner regarding the requirements of the Project, including a program which sets forth the Owner's objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements. § 3.1.2 The Owner shall, at the written request of the Construction Manager prior to commencement of the Construction Phase and thereafter, furnish to the Construction Manager reasonable evidence that financial arrangements have been made to fulfill the Owner’s obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Construction Manager. § 3.1.3 The Owner shall establish and update an overall budget for the Project, based on consultation with the Construction Manager and Architect, which shall include contingencies for changes in the Work and other costs which are the responsibility of the Owner. § 3.1.4 STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS In the Preconstruction Phase, the Owner shall furnish the following with reasonable promptness and at the Owner's expense. Except to the extent that the Construction Manager knows of any inaccuracy, the Construction Manager shall be entitled to rely upon the accuracy of any such information, reports, surveys, drawings and tests described in Sections 3.1.4.1 through 3.1.4.4 but shall exercise customary precautions relating to the performance of the Work. § 3.1.4.1 Reports, surveys, drawings and tests concerning the conditions of the site which are required by law. § 3.1.4.2 Surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All information on the survey shall be referenced to a project benchmark. § 3.1.4.3 The services of a geotechnical engineer when such services are requested by the Construction Manager. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. § 3.1.4.4 Structural, mechanical, chemica l, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports which are required by law. § 3.1.4.5 The services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Construction Manager. § 3.2 OWNER'S DESIGNATED REPRESENTATIVE The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. This representative shall have the authority to make decisions on behalf of the Owner concerning estimates and schedules, construction budgets, and changes in the Work, and shall render such decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201™–1997, the Architect does not have such authority. § 3.3 ARCHITECT The Owner shall retain an Architect to provide Basic Services, including normal structural, mechanical and electrical engineering services, other than cost estimating services, described in the edition of AIA® Document B151™–1997, Abbreviated Standard Form of Agreement Between Owner and Architect current as of the date of this Agreement. The Owner shall authorize and cause the Architect to provide those Additional Services described AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 9 in B151™–1997, requested by the Construction Manager which must necessarily be provided by the Architect for the Preconstruction and Construction Phases of the Work. Such services shall be provided in accordance with time schedules agreed to by the Owner, Architect and Construction Manager. Upon request of the Construction Manager, the Owner shall furnish to the Construction Manager a copy of the Owner's Agreement with the Architect, from which compensation provisions may be deleted. § 3.4 LEGAL REQUIREMENTS The Owner shall determine and advise th e Architect and Construction Manager of any special legal requirements relating specifically to the Project which differ from those generally applicable to construction in the jurisdiction of the Project. The Owner shall furnish such legal services as are necessary to provide the information and services required under Section 3.1. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES The Owner shall compensate and make payments to the Construction Manager for Preconstruction Phase services as follows: § 4.1 COMPENSATION § 4.1.1 For the services described in Sections 2.1 and 2.2, the Construction Manager's compensation shall be calculated as follows: Harrison, Walker & Harper will perform pre-construction phase services for a lump sum of Four Thousand Eight Hundred Eighty Four Dollars ($4,884.00). (State basis of compensation, whether a stipulated sum, multiple of Direct Personnel Expense, actual cost, etc. Include a statement of reimbursable cost items as applicable.) § 4.1.2 Compensation for Preconstruction Phase Services shall be equitably adjusted if such services extend beyond ( 90 ) days from the date of this Agreement or if the originally contemplated scope of services is significantly modified. § 4.1.3 If compensation is based on a multiple of Direct Personnel Expense, Direct Personnel Expense is defined as the direct salaries of the Construction Manager's personnel engaged in the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and oth er statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. § 4.2 PAYMENTS § 4.2.1 Payments shall be made monthly following presentation of the Construction Manager's invoice and, where applicable, shall be in proportion to services performed. § 4.2.2 Payments are due and payable ten ( 10 ) days from the date the Construction Manager's invoice is received by the Owner. Amounts unpaid after the date on which payment is due shall bear interest at the rate entered below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon.) 12.00% per annum (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Contractor's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES The Owner shall compensate the Construction Manager for Construction Phase services as follows: AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 10 § 5.1 COMPENSATION § 5.1.1 For the Construction Manager's performance of the Work as described in Section 2.3, the Owner shall pay the Construction Manager in current funds the Contract Sum consisting of the Cost of the Work as defined in Article 7 and the Construction Manager's Fee determined as follows: Harrison, Walker & Harper will perform construction phase services for a fee of Four point Eight Four percent (4.84%). (State a lump sum, percentage of actual Cost of the Work or other provision for determining the Construction Manager's Fee, and explain how the Construction Manager's Fee is to be adjusted for changes in the Work.) § 5.2 GUARANTEED MAXIMUM PRICE § 5.2.1 The sum of the Cost of the Work and the Construction Manager's Fee are guaranteed by the Construction Manager not to exceed the amount provided in Amendment No. 1, subject to additions and deductions by changes in the Work as provided in the Contract Documents. Such maximum sum as adjusted by approved changes in the Work is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. 100% of savings to be returned to Owner. (Insert specific provisions if the Construction Manager is to participate in any savings.) § 5.3 CHANGES IN THE WORK § 5.3.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of Amendment No. 1 may be determined by any of the methods listed in Section 7.3.3 of A201™–1997. § 5.3.2 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of A201™–1997 and the terms "costs" and "a reasonable allowance for overhead and profit" as used in Section 7.3.6 of A201™–1997 shall have the meanings assigned to them in that document and shall not be modified by this Article 5. Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 5.3.3 In calculating adjustments to the Contract, the terms "cost" and "costs" as used in the above-referenced provisions of A201™–1997 shall mean the Cost of the Work as defined in Article 6 of this Agreement, and the term "and a reasonable allowance for overhead and profit" shall mean the Construction Manager's Fee as defined in Section 5.1.1 of this Agreement. § 5.3.4 If no specific provision is made in Section 5.1.1 for adjustment of the Construction Manager's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1.1 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be equitably adjusted on the basis of the Fee established for the original Work. ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § 6.1 COSTS TO BE REIMBURSED § 6.1.1 The term "Cost of the Work" shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than those customarily paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 6. § 6.1.2 LABOR COSTS .1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's agreement, at off-site workshops. .2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site with the Owner's agreement. AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 11 Classification Safety Coordinator Project Executive (VP Construction) Office (Project ) (Engineer(s) Project Expeditor(s) Project Manager(s) Project Support (Coordinator) Staff Cost Engineer (Estimator) (If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager's principal office or offices other than the site office shall be included in the Cost of the Work, such personnel shall be identified below.) .3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged, at factories, workshops or on the road, in expediting the prod uction or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. .4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements, and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided that such costs are based on wages and salaries included in the Cost of the Work under Sections 6.1.2.1 through 6.1.2.3. § 6.1.3 SUBCONTRACT COSTS Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. § 6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION .1 Costs, including transportation, of materials and equipment incorporated or to be incorporated in the completed construction. .2 Costs of materials described in the preceding Section 6.1.4.1 in excess of those actually installed but required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any, shall be handed over to the Owner at the completion of the Work or, at the Owner's option, shall be sold by the Construction Manager; amounts rea lized, if any, from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS .1 Costs, including transportation, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Construction Manager at the site and fully consumed in the performance of the Work; and cost less salvage value on such items if not fully consumed, whether sold to others or retained by the Construction Manager. Cost for items previously used by the Construction Manager shall mean fair market value. .2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by the construction workers, which are provided by th e Construction Manager at the site, whether rented from the Construction Manager or oth ers, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and quantities of equipment rented shall be subject to the Owner's prior approval. .3 Costs of removal of debris from the site. .4 Reproduction costs, costs of telegrams, facsimile transmissions and long-distance telephone calls, postage and express delivery charges, telephone at the site and reasonable petty cash expenses of the site office. .5 That portion of the reasonable travel and subsistence expenses of the Construction Manager's personnel incurred while traveling in discharge of duties connected with the Work. § 6.1.6 MISCELLANEOUS COSTS .1 That portion directly attributable to this Contract of premiums for insurance and bonds. (If charges for self-insurance are to be included, specify the basis of reimbursement.) Name Project Manager Project Engineer Project Coordinator Safety Manager Quality Assurance AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 12 .2 Sales, use or similar taxes imposed by a governmental authority which are related to the Work and for which the Construction Manager is liable. .3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by the Contract Documents to pay. .4 Fees of testing laboratories for tests required by the Contract Documents, except those related to nonconforming Work other than that for which payment is permitted by Section 6.1.8.2. .5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent or other intellectual property rights arising from such requirement by the Contract Documents; payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner's consent; provided, however, that such costs of legal defenses, judgment and settlements shall not be included in the calculation of the Construction Manager's Fee or the Guaranteed Maximum Price and provided that such royalties, fees and costs are not excluded by the last sentence of Section 3.17.1 of A201™–1997 or other provisions of the Contract Documents. .6 Data processing costs related to the Work. .7 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility to the Owner set forth in this Agreement. .8 Legal, mediation and arbitration costs, other than those arising from disputes between the Owner and Construction Manager, reasonably incurred by the Construction Manager in the performance of the Work and with the Owner's written permission, which permission shall not be unreasonably withheld. .9 Expenses incurred in accordance with Construction Manager's standard personnel policy for relocation and temporary living allowances of personnel required for the Work, in case it is necessary to relocate such personnel from distant locations. § 6.1.7 OTHER COSTS .1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner. § 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK The Cost of the Work shall also include costs described in Section 6.1.1which are incurred by the Construction Manager: .1 In taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.6 of A201™–1997. .2 In repairing or correcting damaged or nonconforming Work executed by the Construction Manager or the Construction Manager's Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence or failure to fulfill a specific responsibility to the Owner set forth in this agreement of the Construction Manager or the Construction Manager's foremen, engineers or superintendents, or other supervisory, administrative or managerial personnel of the Construction Manager, or the failure of the Construction Manager's personnel to supervise adequately the Work of the Subcontractors or suppliers, and only to the extent that the cost of repair or correction is not recoverable by the Construction Manager from insurance, Subcontractors or suppliers. § 6.1.9 The costs described in Sections 6.1.1 through 6.1.8 shall be included in the Cost of the Work notwithstanding any provision of AIA or A201™–1997 other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.2. § 6.2 COSTS NOT TO BE REIMBURSED § 6.2.1 The Cost of the Work shall not include: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Sections 6.1.2.2 and 6.1.2.3. .2 Expenses of the Construction Manager's principal office and offices other than the site office, except as specifically provided in Section 6.1. .3 Overhead and general expenses, except as may be expressly included in Section 6.1. AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 13 .4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work. .5 Rental costs of machinery and equipment, except as specifically provided in Section 6.1.5.2. .6 Except as provided in Section 6.1.8.2, costs due to the negligence of the Construction Manager or to the failure of the Construction Manger to fulfill a specific responsibility to the Owner set forth in this Agreement. .7 Costs incurred in the performance of Preconstruction Phase Services. .8 Except as provided in Section 6.1.7.1, any cost not specifically and expressly described in Section 6.1. .9 Costs which would cause the Guaranteed Maximum Price to be exceeded. § 6.3 DISCOUNTS, REBATES AND REFUNDS § 6.3.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to th e Owner if (1) before making the payment, the Construction Manager included them in an Application for Payment and received payment therefor from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and amounts received from sales of surplus materia ls and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be secured. § 6.3.2 Amounts which accrue to the Owner in accordance with the provisions of Section 6.3.1 shall be credited to the Owner as a deduction from the Cost of the Work. § 6.4 ACCOUNTING RECORDS § 6.4.1 The Construction Manager shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract; the accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's accountants shall be afforded access to the Construction Manager's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project, and the Construction Manager shall preserve these for a period of three years after final payment, or for such longer period as may be required by law. ARTICLE 7 CONSTRUCTION PHASE § 7.1 PROGRESS PAYMENTS § 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents. § 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 7.1.3 Provided an Application for Payment is received by the Architect not later than the Twenty-fifth day of a month, the Owner shall make payment to the Construction Manager not later than the Tenth day of the same month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than Fifteen ( 15 ) days after the Architect receives the Application for Payment. § 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work equal or exceed (1) progress payments alread y received by the Construction Manager; less (2) that portion of those payments attributable to the Construction Manager's Fee; plus (3) payrolls for the period covered by the present Application for Payment. § 7.1.5 Each Application for Payment shall be based upon the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by ¶ 1 month AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 14 such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Construction Manager's Applications for Payment. § 7.1.6 Applications for Payment shall show the percentage completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed or (2) the percentage obtained by dividing (a) the expense which has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as provided in Section 7.3.8 of A201™–1997, even though the Guaranteed Maximum Price has not yet been adjusted by Change Order. .2 Add that portion of the Guaranteed Maximum Price properly a llocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing. .3 Add the Construction Manager's Fee, less retainage of Five percent ( 5.00% ). The Construction Manager's Fee shall be computed upon the Cost of the Work described in the two preceding Sections at the rate stated in Section 5.1.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, shall be an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work in the two preceding Sections bears to a reasonable estimate of the probable Cost of the Work upon its completion. .4 Subtract the aggregate of previous payments made by the Owner. .5 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's accountants in such documentation. .6 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of A201™–1997. § 7.1.8 Except with the Owner's prior approval, payments to Subcontractors shall be subject to retention of not less than Five percent ( 5.00% ). The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments and retention for subcontracts. § 7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data, that the Architect has made exhaustive or continuous on-site inspections or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner. § 7.2 FINAL PAYMENT § 7.2.1 Final payment shall be made by the Owner to the Construction Manager when (1) the Contract has been fully performed by the Construction Manager except for the Construction Manager's responsibility to correct nonconforming Work, as provided in Section 12.2.2 of A201™–1997, and to satisfy other requirements, if any, which necessarily survive final payment; (2) a final Application for Payment and a final accounting for the Cost of the Work have been submitted by the Construction Manager and reviewed by the Owner's accountants; and (3) a fty-one 1 AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 15 final Certificate for Payment has then been issued by the Architect; such final payment shall be made by the Owner not more than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: § 7.2.2 The amount of the final payment shall be calculated as follows: .1 Take the sum of the Cost of the Work substantiated by the Construction Manager's final accounting and the Construction Manager's Fee, but not more than the Guaranteed Maximum Price. .2 Subtract amounts, if any, for which the Architect withholds, in whole or in part, a final Certificate for Payment as provided in Section 9.5.1 of A201™–1997 or other provisions of the Contract Documents. .3 Subtract the aggregate of previous payments made by the Owner. If the aggregate of previous payments made by the Owner exceeds the amount due the Construction Manager, the Construction Manager shall reimburse the difference to the Owner. § 7.2.3 The Owner's accountants will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner's accountants report to be substantiated by the Construction Manager's final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner's accountants, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.5.1 of A201™–1997 . The time periods stated in this Section 7.2 supersede those stated in Section 9.4.1 of A201™–1997. § 7.2.4 If the Owner's accountants report the Cost of the Work as substantiated by the Construction Manager's final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to proceed in accordance with Article 9 without a further decision of the Architect. Unless agreed to otherwise, a demand for mediation or arbitration of the disputed amount shall be made by the Construction Manager within 60 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to make such demand within this 60-day period shall result in the substantiated amount reported by the Owner's accountants becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. § 7.2.5 If, subsequent to final payment and at the Owner's request, the Construction Manager incurs costs described in Section 6.1 and not excluded by Section 6.2 (1) to correct nonconforming Work or (2) arising from the resolution of disputes, the Owner shall reimburse the Construction Manager such costs and the Construction Manager's Fee, if any, related thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Construction Manager has participated in savings, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. ARTICLE 8 INSURANCE AND BONDS § 8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER During both phases of the Project, the Construction Manager shall purchase and maintain insurance as set forth in Section 11.1 of A201™–1997. Such insurance shall be written for not less than the following limits, or greater if required by law: § 8.1.1 Workers' Compensation and Employers' Liability meeting statutory limits mandated by state and federal laws. If (1) limits in excess of those required by statute are to be provided, or (2) the employer is not statutorily bound to obtain such insurance coverage or (3) additional coverages are required, additional coverages and limits for such insurance shall be as follows: $1,000,000 AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 16 § 8.1.2 Commercial General Liability including coverage for Premises-Operations, Independent Contractors' Protective, Products-Completed Operations, Contractual Liability, Personal Injury and Broad Form Property Damage (including coverage for Explosion, Collapse and Underground hazards): $1,000,000.00 Each Occurrence $2,000,000.00 General Aggregate $1,000,000.00 Personal and Advertising Injury $2,000,000.00 Products-Completed Operations Aggregate .1 The policy shall be endorsed to have the General Aggregate apply to this Project only. .2 Products and Completed Operations insurance shall be maintained for a minimum period of at least One ( 1 ) year(s) after either 90 days following Substantial Completion or final payment, whichever is earlier. .3 The Contractual Liability insurance shall include coverage sufficient to meet the obligations in Section 3.18 of A201TM–1997. § 8.1.3 Automobile Liability (owned, non-owned and hired vehicles) for bodily injury and property damage: $1,000,000.00 Each Accident § 8.1.4 Other coverage: Builder's Risk Insurance $5,000.00 Deductible Per Occurrence $50,000 deductible for Flood $25,000 deductible for Earthquake Note: The builders risk will provide coverage for the Project itself and not provide coverage for any existing real and/or personal property on at or adjacent to the site. The builders risk coverage shall be specific to the Project itself and not providing contributing insurance to any other real and personal property. Owner will be responsible for flood and earthquake deductibles. (If Umbrella Excess Liability coverage is required over the primary insurance or retention, insert the coverage limits. Commercial General Liability and Automobile Liability limits may be attained by individual policies or by a combination of primary policies and Umbrella and/or Excess Liability policies. If Project Management Protective Liability Insurance is to be provided, state the limits here.) § 8.2 INSURANCE REQUIRED OF THE OWNER During both phases of the Project, the Owner shall purchase and maintain liability and property insurance, including waivers of subrogation, as set forth in Sections 11.2 and 11.4 of A201™–1997. Such insurance shall be written for not less than the following limits, or greater if required by law: § 8.2.1 Property Insurance: Deductible Per Occurrence Aggregate Deductible The Owner shall insure or self-insure property, real or personal or both, on, at or adjacent to the site by property insurance separate from that insuring the project. Owner shall be responsible for deductibles. § 8.2.2 Boiler and Machinery insurance with a limit of: N/A . (If not a blanket policy, list the objects to be insured.) § 8.3 PERFORMANCE BOND AND PAYMENT BOND § 8.3.1 The Construction Manager shall (Insert "shall" or "shall not") furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager's usual source, and the cost thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to One hundred percent ( 100.00% ) of the Contract Sum. § 8.3.2 The Construction Manager shall deliver the required bonds to the Owner at least three days before the commencement of any Work at the Project site. Umbrella Policy 10,000,000 ¶ AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 17 ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 DISPUTE RESOLUTION § 9.1.1 During both the Preconstruction and Construction Phases, Claims, disputes or other matters in question between the parties to this Agreement shall be resolved as provided in Sections 4.3 through 4.6 of A201™–1997 except that, during the Preconstruction Phase, no decision by the Architect shall be a condition precedent to mediation or arbitration. § 9.2 OTHER PROVISIONS § 9.2.1 Unless otherwise noted, the terms used in this Agreement shall have the same meaning as those in A201™– 1997, General Conditions of the Contract for Construction. § 9.2.2 EXTENT OF CONTRACT This Contract, which includes this Agreement and the other documents incorporated herein by reference, represents the entire and integrated agreement between the Owner and the Construction Manager and supersed es all prior negotiations, representations or agreements, either written or oral. This Agreement ma y be amended only b y written instrument signed by both the Owner and Construction Manager. If anything in any document incorporated into this Agreement is inconsistent with this Agreement, this Agreement shall govern. § 9.2.3 OWNERSHIP AND USE OF DOCUMENTS Article 1.6 of A201™–1997 shall apply to both the Preconstruction and Construction Phases. § 9.2.4 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located. § 9.2.5 ASSIGNMENT The Owner and Construction Manager respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provid ed in Section 13.2.2 of A201™–1997, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE § 10.1.1 Prior to execution by both parties of Amendment No. 1 establishing the Guaranteed Maximum Price, the Owner may terminate this Contract at any time without cause, and the Construction Manager may terminate this Contract for any of the reasons described in Section 14.1.1 of A201™–1997. § 10.1.2 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 prior to commencement of the Construction Phase, the Construction Manager shall be equitably compensated for Preconstruction Phase Services performed prior to receipt of notice of termination; provided, however, that the compensation for such services shall not exceed the compensation set forth in Section 4.1.1. § 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 after commencement of the Construction Phase, the Construction Manager shall, in addition to the compensation provided in Section 10.1.2, be paid an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager. .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion. .3 Subtract the aggregate of previous payments made by the Owner on account of the Construction Phase. AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 18 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the Owner's written approval prior to the execution of Amendment No. 1 shall contain provisions permitting assignment to the Owner as described above. If the Owner accepts such assignment, the Owner shall reimburse or indemnify the Construction Manager with respect to all costs arising under the subcontract, purchase order or rental agreement except those which would not have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner elects not to accept the assignment of any subcontract, purchase ord er or rental agreement which would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager shall terminate such subcontract, purchase order or rental agreement and the Owner shall pay the Construction Manager the costs necessarily incurred by the Construction Manager by reason of such termination. § 10.2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE Subsequent to execution by both parties of Amendment No. 1, the Contract may be terminated as provided in Article 14 of A201™–1997. § 10.2.1 In the event of such termination by the Owner, the amount payable to the Construction Manager pursuant to Section 14.1.3 of A201™–1997 shall not exceed the amount the Construction Manager would have been entitled to receive pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. § 10.2.2 In the event of such termination by the Construction Manager, the amount to be paid to the Construction Manager under Section 14.1.3 of A201™–1997 shall not exceed the amount the Construction Manager would have been entitled to receive under Sections 10.1.2 and 10.1.3 above, except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the Construction Manager, including a reasonable estimate of the Cost of the Work for Work not actually completed. § 10.3 SUSPENSION The Work may be suspended b y the Owner as provided in Article 14 of A201™–1997; in such case, the Guaranteed Maximum Price, if established, shall be increased as provided in Section 14.3.2 of A201™–1997 except that the term "cost of performance of the Contract" in that Section shall be understood to mean the Cost of the Work and the term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 5.1.1 and 5.3.4 of this Agreement. ARTICLE 11 OTHER CONDITIONS AND SERVICES AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 08:21:22 on 04/13/2005 under Order No.1000136101_1 which expires on 9/2/2005, and is not for resale. User Notes: (168485131) 19 This Agreement entered into as of the day and year first written above. 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’ ’ ’ ’%8,( *.-($/,(##. ,(.-( **(.#-( #($3 (,( *3 #(##. 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* ,(.-( *($*8,,( * * * *;#(*($/,($*##. ,((,(/*5 9 ,#.#- -0 ,( & & & &%"G !)#)%.%"G !)#)%.%"G !)#)%.%"G !)#)%. & & & & %($#*((*(( 8,($/,8,.-(#-# -,*(($/,( *-,* ($(-(,#(,,( (.#B (*((( *((## ,-(( *0 (((.($- (-0 (0 8,.-4,.( ’ ’ ’ ’%"G !)-+)%.%"G !)-+)%.%"G !)-+)%.%"G !)-+)%. ’ ’ ’ ’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’ 9 "8 //’&1 =6 6 @3 9 B&B ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* (##.#-((8,,(( (-8, & & & & -.-($,(*(##. #-((.,:(($3 * ($3 -##,# (*##-($/,&($8, (($/,*(#.##*, .,#,#,#.,--.- *($(##.#-(( & && && && &%($.#(##., #,,.-((($3 8,,,4,.(($(## $#4,.("%($#( .#4,.(($(##-,( ( **,#(.($(,(.#&( $(##.#.#( *(,# ($/,.*# ,($/,,#($: ,(-*#-#( ( & && && && &+#$"""+"#++#$"""+"#++#$"""+"#++#$"""+"#+ & & & & & & & & &($(##,(,($3 .## &($(##.##-.#(#, ((8,8,,##( ,($,#($/,(, (%($/,, ,((8,8,,($(## #,(5 .-(0 .#*(##.,##-##- .#(5 .-,(((8,8,, %($(,(((8,8,, -.($(###-*( *( (##*(((*(,,(*,( (%($(,*((8,( (8,8,,*(,(.-( $( *(##.##-.#-,## & & & & & & & & &($(##..#( *( $3 #-4,.(#-( (.(#($- 4,. & & && & && & && & &&($(##..##- (,(,.8, & ’& ’& ’& ’"("("("( & ’ & ’ & ’ & ’ ;#(*($/,($(## -#.#8,#,8,(-* (,#(#-0 , #(*((-*(( .( & ’ & ’ & ’ & ’ &($-,.,#-*((( * #,.-((*($( 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ & !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* & ’ && ’ && ’ && ’ &&($(###($3 #-(-,($&($(## #-,##( & *& *& *& *%"-%"-%"-%"- & * & * & * & * &($*( *((#8, ,(,($*##.8,#-*,#(*8, .-($/,((*##.( (8,#-8,((*##(8,( $/,(8,#,,., #-,(:-.&($3 *- 0 #,-,.-.,0 ,.-( $,#* #,%8,.-((($(##,(- (8,#-#8, & ,& ,& ,& ,0000 & , & , & , & , &($(##-#,,#0 ( .-($*((###-*(.#, *((-#-(,# & & & & #(1 ""#(1 ""#(1 ""#(1 "" & & & & ;#(*($/,($(##, -(.,#(## -0 ,#(*((,#- ,0 ,($*((###-8,*(. #, & & & & &($(###-*(8,.-#*,# ,##*,#,.#,(#.#( & && && && &%($3 .#-(($/, *(#.##*,.,#,# ,#?*($.(($/, (*(($(###--(( ** -((##.#(.-9 & ’& ’& ’& ’%($*.-#*, .,#,#,#*(,,((( *($(##,.#-,((##.( .,.# & /& /& /& /%"%"%"%" & / & / & / & / &($(###,($4,####*( $/,%.-##*(##.,#,(,.- ,(( *-.,($(##.8, #-*(($(.#.5 & / & / & / & / ;#(*($/,C ##*(##(($#8, #(##8,0 ##.#,B 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* $3 ,#(#(#.## ((0 ###*, (##.#,($4,.,(##*B & & & &*((#(##*($4,(##. 5,#-.-$( &(,($( (## #<=(.*,#(##*,$#, <=($3 ,$#, & / && / && / && / &9 #8,,##*(##.#.-( * ,#-( & & & & +#"""+#"""+#"""+#""" & & & & &($(###-,- *((##.(5 ,(&( ,(##($,( ,(##..($%, (##.* (,(##.##-* 8,( & & & & "G "+")+"G "+")+"G "+")+"G "+")+ & & & & &($#-.*($(##,. 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""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* & ’& ’& ’& ’4(/*,/4 ##,.#$ /,&(,(,.#(( *((,.#8,.-($/,(*-.-*((($ ((0 ( $/,2 *.-((,.5 (#4,.( "%#,.#,*((((0 -.($/,4,.#*((8,.- ($/,-.,.-((*(, & *& *& *& *&($(##*#*(($/, ,.((4(/*,/4 ##,.# 8,.-($/,*(.#,(8, ,#-((( * 4,.#*((*#*(($/, .-($-.,.-((*(, & ,& ,& ,& ,’-,.4(/*,/4 ## ,.#($(($( ##,#,#(*## (((*(,(,.#*(( 8,(($/, & & & & &($(##(*((($ /,8,,.#*4(/*,/4 ## ,.#,#(,.#(..-(( & /& /& /& /&((##.*(,.#0 (($ (##.#.#-8,($ /,.-((3 #4(/*,/4 ## ,.#,#($(##-((*,( (,.#<=(((*#( ((<=$( $, $(/(.,,(:(&($(##. #.#-4(/*,/4 # #,.#.-((3 #( & & & & &($(##*,.4( /*,/4 ##,.#(((8, .-((,,.#%(.,(*((3 #,.(###-,( & & & & &($(##.8,#*((, ((,,#,(##-8,.-( $/,(,#($,( -,($3 .#,( (8,8,,&($(##.8, ###.##*%# .-##-#8,##- 8,($.-($/,( *((*## -##(,(,-&($(## ,,(..-#-## *(,#(####*#,# 4(/*(,.#.-,(#4(/*( ,.##(.-,(#.-( (##.,(#3 *#*(,.((&( * (((##.##-,(8,-,-#( 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ , !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* #.-,(#( *((($##( ,(,-,,(4,.(((*##* (,.##-(#,( *((0 ($ /,&($(##..#(8,-( 8,.-($/, & && && && &++++ & & & & & & & & &($(##(.-#* ($/,(##,.#-,.( *(#8, & ’& ’& ’& ’+"!"#)"!+"!"#)"!+"!"#)"!+"!"#)"! & ’ & ’ & ’ & ’ &($(##..#,(8, #((#- & ’ & ’ & ’ & ’ &($(##(,##- ##-#,( *.-,( (*#,(,.-0 &($(##, (*#,(,.-( *0 *(* ( *,(B ,((##.,.#- *((#&($(##,.#-*((#( * ($3 ,(*#( & *& *& *& *""!+#""!+#""!+#""!+# & * & * & * & * &($(##(,,,,# *#,..(,.-,($#( ($(##.,(5 *#,..(( $3 #,8,(-,#,# & * & * & * & * %($##,($/,( * -(((##.(($ & ,& ,& ,& ,%.%.%.%. & , & , & , & , &($(##( *(( *(# & & & & -1 #""#-!)-1 #""#-!)-1 #""#-!)-1 #""#-!) & & & & &($(##-##-##&($(## ,#-(((##(#( * ((##,(.,(##..#,( #*(,#,,#,, ,,8,.-($/,*((-(# /*4 (,.-( *( ?*($(.#((8,, -(($(##..#,(# ,#,(#-,((( & /& /& /& /"("""("""("""("" & / & / & / & / &(,##0 .-#*(0 ## 0 .-5 9 1 .#-,,(.- ($*((($(##-(# (#( *((3 ,##-- (##0 #,.,# 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") 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""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* 4,.(#--( ( ’ ’’ ’’ ’’ ’9999 5555 9 9 9 9 )0 (* ($/,*(,(.##- ,(:( *$(##,*((((,( ((.,,#($$,.- *(((3 ,#(##.(,((($,.-*( 4,.#,#(##.(,(($$,.- *((##.(,(( * ’ *’ *’ *’ *’((3 #,($3 #-( (*##*-(,,($*##,$ -,(, ’ ,’ ,’ ,’ ,&((*##(,(-5 (( $/,(((-.#(( *##(,(-8,(*( 4,.(!!*((,(.### ?*((,(-(((( 0 0 ,(,(-(##,-.#-( (($4,.#8,,#( #-(( ’ ’ ’ ’ &((*##*(,( $3 ,.#,(4(/*,/4 #.,#-( #,(*(( 0 ($/,&((3 *##.*(,(.# ,#-((( *$ *(###*,((3 #5, 8,*2 *,(,.#,(, (,-#(#,(8, ,.,##8,-## *(((.#-($8,.-($/,&( (3 *($3 ,.#(###($( .#,(!&((3 *(##, #-,,#(*##-.-((- ,((8,8,,&((3 # (###.#-*((( ’ /’ /’ /’ /&((*##$( $,$(/ -,(:(((" ’ ’ ’ ’ &((*##,(4,.# $#(##*##*( *( *3 ***#,8,.-($ .#.-($*##,#$-, #*((8,($/, ’ ’ ’ ’ %( *(((*##5 -,((3 .#(&(, .##,(-,(5 (##.( 0(..($/, ’ ’ ’ ’ &((*##, 8,($/,*8,(( * 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") 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""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* 0 ,(8,$## -#-,( ’ & ,’ & ,’ & ,’ & ,%($.####,., #<=*((<=.-( *( *(($*,#<=*(( ,.-((<=#,-.-( *<!=($.- ( *<= *3 ,<"=(.#,$#(##.# *((( ’ & ’ & ’ & ’ & 9 :9 :9 :9 : ’ & ’ & ’ & ’ & %($*($#($&* ((##.&($3 $#(###, ..##-(%(,#- #-$#- ’ & ’ & ’ & ’ & %*((.$##,($# (##.,.-,.(*(*.#( ,#(..#-(( (,#, ’ & /’ & /’ & /’ & />4>4>4>4 5555 #9#9#9#9 #3 4 #3 4 #3 4 #3 4 %(-($, 5,--.,((- (*(,(-###-.#*,(5,- *((,(##.((-*(.#0 --&((##,#.#((- ( ’ & ’ & ’ & ’ & %,($/,,.8,#-, 8,##-###-($( $,$(/(#,(,8, *##,,.#8,-( *$(#.#, (##.8,.#-5, ’ & ’ & ’ & ’ & 9999 ::::9 ;9 ;9 ;9 ;5 9 5 9 5 9 5 9 &($ **$# ((8,#,#($&( ,,#*#,C ,.-( *#0 #, .,,# #-,-(,(B ,.-($#0 #,( #(#., ,#0 #- ( &(,,#*#.#*(,###8,#,( -3 *(#((4,.( (##.#,*#8,*(#.# *((8,($/, ’ ’’ ’’ ’’ ’+"("#++"("#++"("#++"("#+ ’ ’ ’ ’ ’ ’ ’ ’ 9999 ::::6 6 6 6 $##,(##.-( (.,0 #,(,((,(!(##. ##-((#.-(((##.8, .###$#.*($ 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") 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""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* , , , , &($(##( *.# ,-,(#8, ((##($3 , *((8,.-($/, , , , , %($3 0 ,,#, ,.-( *($(## *(((#-(( ,((,(*,#,,.#,( 0 ,,#7 #,($(##, *#(( *3 3 ###-# ,($3 0 ( .#-.# , &, &, &, &&( *(##..,.-($,.-( * *((-.#.,#-#- ,($&( *(##..#($ ,.-($.,#-#-( , , ’, ’, ’, ’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’ 9 "8 //’&1 =6 6 @3 9 B&B ’ , !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* & & & &(0 (5,-($& 9 (,5,($4,-#,( #4,.(" & & & &"+")"!$"+")"!$"+")"!$"+")"!$ & & & & $,$(/*.-(( .-( *((( 5,-($4,$&.(&( *-.- $,$(/*(,#($(( *((#($#( ($4,$&.5,#- & & & & $,$(/(##.,(.# ($( & & & & & & & &%($,$(/5,($4, (5,(##..(##*(C ,,##,,#-:,.-, ,.#,B ,($/,,.8,#-,B & & & &.,.-(,,##- .#0 B ’ ’ ’ ’4,.(" & ’ & ’ & ’ & ’;$,$(/($(###- *((((#((($3 *(((-($,$( /(5,($4,$& & * & * & * & *$,$(/.-($( ($(*(#,5,$4,$&( ((4,((##.#-(##. $( & , & , & , & ,%($#-*((( 5,($4,(((5,(##..-( ((..#0 ,(( .,.#((#,($4,.# ##*(%,(#,$#,"($ (##,(((-.:, (*(,;#(*($ /,(,(4,.("(##.#(##*C #.#,#,-#,#-, .8,.-,*3 ,B #,#8,#, *((,B & & & &#(-8,0 #,(#*(( ($(B ’ ’ ’ ’,##.,#, #0 #(B * * * *#,###-.,.# (( 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* & & & & &(,.##*.-($( *# (*((,#($4,(##.,# .-(((.(#,., #((##*((##.,(. -*((( & / & / & / & /#(#$,$(/ ( *,,,((((##.#, #-.-$( (3 *(##,(7 -,((,(( *##,(#--( &((##5,($4,(.$( ,.5 (((-#*( # & & & & (( *$*((.-(( (5,($4,$&(*( ,(5,,((##.#-(##. .-0 ,$( ’ ’ ’ ’(")"!")%.(")"!")%.(")"!")%.(")"!")%. ’ ’ ’ ’ &((*##(,(-((# 5,($4,0 ($&*( (($/,4,(((##..-*(## ..( *$&($(##-,,(* #- /(/(/(/( / / / / """""""" / / / / ;#(*$&(#,,(: 5,##($/,4,.#$#( / / / / &(((.#(( / &/ &/ &/ &&(4,.#$#(.-(( *(( / ’/ ’/ ’/ ’&(A -A ,($/,(###-,# (*##- / / / / #!"(#"#!"(#"#!"(#"#!"(#" / / / / &#($/,(($’- 0 ,(($(($&.# ( / / / / &($(##*#-0 .-,( * *,#-(#*(( ,8,.-#.,(.-($ *&( ((##.(.-(,(, ;#(.#(.-($/, .-( *($(##-( **#( -(.((#-# (3 #(,- 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ / !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* / &/ &/ &/ &&($(##0 ,#-*(8,(##( 4,.#$#*(($& / &/ &/ &/ &-"0 ""(-"0 ""(-"0 ""(-"0 ""( / & / & / & / & %($#--(( .-#( *(#-( #-.-( *.-((.-#., ,,,##-#,.#,#(,.-($3 #.-#-,(:.-( *..-( ,*((((-5,-#-(($&(##. 0 .-$( ,(.#((- / & / & / & / & $##(##.*(#.# ( / & &/ & &/ & &/ & &&((#,-#-.-(- ,(($/, #-(""(#"#-(""(#"#-(""(#"#-(""(#" "+("+("+("+( &($4,(#,,(:5, (#,-.#.-( *($(, ($/, )+$+)+$+)+$+)+$+ ’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’ 9 "8 //’&1 =6 6 @3 9 B&B ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* (###,(#.#,(,( #8,( & & & & & & & &&($*(###.-#- *##( *#((-&($,(*( ,,.##-##*(($- (.,#-,-( *(##(.( $3 *#.#.###,- ,.($4,.#,# (#.-(#.# 8,#( ’ ’ ’ ’#-("#-("#-("#-(" ’ ’ ’ ’ &((*##*(-($3 # -(,( *$-*(-($ ,(,((#-,-($ * *((3 *((#*(# 4,.(! ’ ’ ’ ’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’ 9 "8 //’&1 =6 6 @3 9 B&B ’ & !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* ’ ’ ’ ’.#((.#(,.# ($4,B * * * *( *(B , , , ,.#((*##.#*(($ &((,.#*,#.8,,# #8,(#-B #,-,(*(($ /, * * * * ((.*((#*## .,,#-*((# , , , ,#!#-("#!#-("#!#-("#!#-(" , , , , (((,$-( *(## -(*((($/,(## -(( , , , , &($(###--(4,.,- ( *,(,($,,(4,.3 ((,*((4,.## ,##--($,,(4,.3 (&($(##.-*((4,.8, (4,.-4,.+,.# , & , & , & , &&((*##8,,(4,..# #,#.-($ (.-(( *,(.-,( 4,. , ’ , ’ , ’ , ’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’ 9 "8 //’&1 =6 6 @3 9 B&B ’ & !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* (,#-(,*(.&($&(##. 0 #-($4,(##..-(,( $3 .#(,+*#-+,#, ($/, / / / /+"(#"+"(#"+"(#"+"(#" / / / / 4,.#$#(((*(( (,#-#*(($/, (( *,-,#:(, / / / / (($(((*((( * #-,.##-#($(##,. 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’ ’ ’ ’&(#-(##,*$#.-( *0 (C #$#,-,.,($ ,#B 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ && !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* #,(#-*((8,($/,B & & & &#*8,.-($/, * * * *#-.-($4,.#,# (##,*#.-(-0 (,#-* .-(-,#(##- #"#""##-#"#""##-#"#""##-#"#""##- -#+""#!(-#+""#!(-#+""#!(-#+""#!( &($(##..#,## -,*((($ -#""##--#""##--#""##--#""##- &($(##.#,-(## .#5,-#C #-((*(-.(.-B (#8,.(*(( (,,-#($( $3 4,.4,.+,.B & & & &(-(5 (,((,.#**# *-,,,## ##(,, &($(###-*(#.##*,# ,##*,#,.#,(.-- (5,-# & & & &&($(##8,.-0 ($.#,-#, (*(:,#-,#- *,5 ,# ’ ’ ’ ’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’ 9 "8 //’&1 =6 6 @3 9 B&B ’ &’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* &($(###-(,. #- & & & &)E +()E +()E +()E +( & & & & %.#,*##.8,.#.#-5,- (,##,.#,.,#. #-(#.(-#<$’=,(.-($($ (##,:(#-( (( *(* & & & & &( *(##.(##.--( .(#,..-($(,(# ,.,.-((.(#;# (*8,.-($/,( *(##,(*( $((8,#*( -(.,(#,.*( (#,(#,.&($ ((*###-#-( ***(((( .#.5 (.-( *%(($ ((.5 -.-( *( *(## (*(($(((.#.5 ((#,.(.(#((## ,,*( *$&($&(##. 0 #-($4,(##.(,( $3 .##(,+*#-+,*((5, (##.#(#" & & & & & & & &&(,##0 .-#*( *(##-(#(# ($4,.((3 ,##- -(##0 #,.,# -3 ,,#(( (#,.(.#-5,-(. 4,.((.(#(,(## 0 .,.#.#-5,-(5,- ,.#-<(((#=(,( #0 ,(##-- ’ ’ ’ ’&( *(##..#,(#,. .,((.-($,#,(#,.*8,.-( $/, * * * *%*(,#(($($(##.# ((:,#,.##-.- 8,.-($/,( *(##-($## 0 (.-, , , , ,(!"(!"(!"(!" , , , , %---($(## ($3 (5,-## 0 #.-($,- (##.(#" "+""""+""""+""""+""" "G -"+""G -"+""G -"+""G -"+" 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ &* !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* &($(##,(- #*,##-,(:.,(5,*(((5 #,( ,*##($#(.#**((-, ,#($3 ,($*((($- .###-#.#*((,(..-($.-4,..- -#-#-#-.--(.--*(- (-.#.#C #,*3 .#-.(# #-.*((#.#(.B #.,.#-5,-,# (($3 #-B & & & &#.,.#-5,-(- ((($3 #-B ’ ’ ’ ’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’ 9 "8 //’&1 =6 6 @3 9 B&B ’ &, !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* & & & & &(0 .-5 9 1 .#- ,( *$(*##((( 0 ,(((--((,(,&(#-(## ,(*,..-(* & & & & & & & &&( *(##8,($#,( *(( #,($3 1 .#-%,, ( ’ ’ ’ ’##-"+"##-"+"##-"+"##-"+" ’ ’ ’ ’ ;#(*( *(##,(- #*,##-,(:.,(5,*(((5 # -,*.,#3 A ##+A 8,##-(, (#$4,#,#,,.8,$ #,###.-(##,(5 ( #.*(,#,.#4,(-,(##. ,#(*($/,(* *.-##*(.,(,,##- (.(,#-((( * (,.#(-8,.-((. *((#&(,(###,( *($ 4,.4,.+,.(5 ’ ’ ’ ’ -,(##.A ##+A 8,##-(## #,*(,#,(#<*(0 = (-###,*(,,#(##, (##(8,#*#*,- .,#.##,#.-- #.###8,(##.#(3 $3 0 8,,#,(,# ’ ’ ’ ’ %( *,(,(-,8,.-( $*(##((,..( *(## ($*(&($- (,*((*##(($4,. 4,.+,.(.-$( (((##. (( *%($.-(#,#( * ,(,..*(,-($ *(( *(##.##.##-.,.#( ’ & ’ & ’ & ’ &%(-,8,,.#( *(##- .,,(,.# ’ ’ ’ ’ ’ ’ ’ ’&(-,(##((# ( ’ * ’ * ’ * ’ *#,-,*(((## ,#(,--,( ,(#,-,.-(*&( *($ (##.#.(,-(## *(,,,#**(#,-,( *,#,###,, ’ ’ ’ ’ (6 4(6 4(6 4(6 4 9 9 9 9 &( *(##,(.# (-,8,.-($/,.-#**(((## ##-,(,.5 ,##,##.-( 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ & !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* *B (,(###,( *$4,. 4,.+,.(( *$(##., ’ & ’ & ’ & ’ &99999999 ::::+9+9+9+9 9 9 9 9 &( *( *3 -,( ,(,*##,( *#,( *3 - ,((:(*,&( **##(( $#,( *3 -#,8,##, ((:(*, ’ ’ ’ ’ ’ ’ ’ ’%($8,*(,(((. ((#,#.#,(-,#-( * (##.##,,(,(((##.(($ .-$( ’ * ’ * ’ * ’ *%,(5 ,( *,# #.(5 (.--,,# (,(5 #--,.( #5 (,(#-#(((,(5 ,( ,( *(##*##(*(( 4,.(",.-(,#.-( -,###(##(*,..- (* ’ , ’ , ’ , ’ ,’0 ,#-,( *(###*(($- (#-(#,,8,.-(()(#- (######-#.#0 #, #(5 )(#-(##((#-*##.# ##*0 (#*##.,,##-3 * (.($ ’ ’ ’ ’ %<9%<9%<9%<9 ::::8 5 8 5 8 5 8 5 &( *$*##(<= ((-(,.,.+,.#-( ((<=(((3 ,#. #--(,.,.+,.#- ,.-(,#(0 .--, .,,(((-,#.#( 0 ,(((-(,(,(#.-( *,- &( *$(##8,(((3 ,# .#-(,.,.+,. #--(.-**(###- 8,#-#*((,(&( #(##,(*,..-(** ,.(##.-(,((-*,# (*(,-,#(*-(, ,#-#-*(((-(,.# (- ’ / ’ / ’ / ’ /#,, *3 -,(##.5,.-( * ,--.#( *,-(,(- ,.5 8,-#.##,4,.( &($(##-4,.(5,(,.-( $.-**(###-8,#-(## 8,4,.-(4,.+,.# ’ ’ ’ ’ %8,*.--( *,-(##, ,,#.( *3 ,&( 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ &/ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* 8,.(##.(,-&( *(## ,*((( *(##., *(,((-(*( .**(((,(##.(% ,(#(#,#( *($ #-(##..-($ $((*(#" ’ ’ ’ ’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’ 9 "8 //’&1 =6 6 @3 9 B&B ’ & !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* #-*( *,#( * (,#-($*,(&( *(## ,(#--(/,(+- ( *#-($($ ,-(( **((8,.-( $#.(*-%($# *(.#,( ( *(( *-*(( &(+-(##.0 *( 4,.#$#.-(.* 4,.#$#(,#( & & & &&(+-(##.0 .- .-($,,(( & & & &&($(##((*(( *((8,($/,(.-( $.-( * ’ ’ ’ ’&($(##.(-, *((###-#( *,.-( $3 #*((*((8, ($/, * * * *((((##.,.#( #*((.#*((($((,( $/,).#((+-. 4,.(##-(.#($( (#((*(*(((.##-*(( $/,-.,(.(*(*(( -..#(($3 #.#-*(($3 .#((##-( & & & &#""""("!%.#""""("!%.#""""("!%.#""""("!%. & & & & %( **((*((8, ($/,( *-8,# *((($4,*##.,8,.#4,( 5,(##.*((#-(. &&&&("+#$"("+#$"("+#$"("+#$" & & & & !$""!%!$""!%!$""!%!$""!% & & & & &($(##..-(#*(#*((5 # & & & & +"!"+"!"+"!"+"!" & & & & &( *$#-.(#(, ##((-(, ##,((- .#($/,)0 4,.( (-($(##($*(#*(,* ((%(-,(*(,,((- (##(####-.###.#,($ & & & & &( *-*(,($($ ,##,(5 %,((# 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* (##,( *3 (.#,($/,&( $(##0 ,##.#-8,#,( & && && && &%""%""%""%"" & & & & & & & & (##.(.,#-#( ,#.(-(*((* #.-#(#., *(- & ’& ’& ’& ’!)"(!)"(!)"(!)"( & ’ & ’ & ’ & ’ /,.#.-($/,( #.#(,(##.#,.#( (*#.#.-#* & ’ & ’ & ’ & ’ #,.-( *($(##, *(,-(,($(##,(#, ,#8,.((,0 -.##- * & *& *& *& *""#"""#"""#"""#" & * & * & * & * &#(8,.-($ /,.-#*,#,#,.#,(( 5,(##.;#(*($ (##,(#*( #.--.#( **((,.#,(-(## .####&($(##(( #-*(*(.(((- .,(,&( *(##.# *((.8,,#.#, & * & * & * & * %(( *,.#,((5,( (8,###,, 4,.(!((*##,*,(:( *,( $,(##.- -.#( *($(###-(( *(*(.(((-. ,(,4,(0 4,.(!(##.( *3 0 & * && * && * && * &%,(,#,4,.(! !##,((#-*(8,.#(.-( $/,##-.-,(#,#,( ,((3 0 (##.( $3 0 & * ’& * ’& * ’& * ’2 8,#(##,#(*8, .-($/,.,.-($#-#( ( & * *& * *& * *& * *%((.#8,.-($ /,((*###-*(.#(## & * ,& * ,& * ,& * ,&,,,($/,(##. #-,.##-( 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* & ,& ,& ,& ,"""" & , & , & , & , -,,,($/,(##.( -,,((-,*(. ((###(#*((5 # & & & & (("("+-("#(("("+-("#(("("+-("#(("("+-("# & & & & .*( *$C ::::8 9898989 3 3 3 3 #,, (#4,.#$#-#.#, #(##,-##,(##. (,-###(,( 4,.#$#B ====8 9898989 3333 ::::::::#4 #4 #4 #4 #,,,.8,(#4,.# $#,(#$-- #.#,#(##,-##, (##.(,-###(( ,(#$-B & & & &::::::::::::#4 #4 #4 #4 #,, (#,(#$-- #.#,#(##,-##, (##.(,-###(( -#,.-($,,-- ,(!(-(#, (.-($,((,# -(#,-,-.#.-( $ **((,# ’’’’(""+#"")"(""+#"")"(""+#"")"(""+#"")" ’ ’ ’ ’ (""-)"(""-)"(""-)"(""-)" ’ ’ ’ ’ &($-($( ,-(,(,#($4,.4,.+ ,.(#--( (,*(($-(##* C ,,(,.#,(-(5,*(( 8,##.B ,(##-*((8, ##.B & & & &.,(((,$-( ($(*((# 4,.(.,( *(-$ -*((($/,B ’ ’ ’ ’( *(#,(($#-,( $3 8,.#8,.-4,.( ’ ’ ’ ’ &($-($(,(,#( $4,.4,.+,.(#--( (,*(( $,#-,(.-( * .(,(((# ,.-(,##--!+-*((# 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ ’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* ’ &’ &’ &’ &%(.4,.(0 ($ -,-3*( *(($ ( *-0 ,#*( #8,#,8,(-#,.# ( ’ ’’ ’’ ’’ ’%(,-(,(,# ($4,.(#--( (,*(($.,( *(#- #,###( *3 .#,($/,*( ((($-,#-3 *( *((($( *4,.( ’ ’ ’ ’ (""-)%"+(""-)%"+(""-)%"+(""-)%"+ ’ ’ ’ ’ &( *-($($C #-#-,#,#-,(#-## *#B #-4,.##.*( (.*($(4,.B & & & &#-#*,#,#,.# ,(-(5,B ’ ’ ’ ’(*,#-,.#.(($ /, ’ ’ ’ ’ (-(.0 ( *,.-(( (,,0 5,-,(-*(,5,-(( ( *($($3 ,-- -3 *#-($-,.5 - ((,-C (###8,#, 8,(-(*.-($B ,.,,(!B & & & &((.-*(.#(( *-0 ;8,($( *(##,(($ #,(,.-( *(( ’ &’ &’ &’ &(( *($( 4,.(($(##.#,(-,#( ( ’ ’’ ’’ ’’ ’%(,.#($4,0 (( #,((3 0 -(.- (,.-( *0 #-*,(0 (##.( $%,(0 (,.#($(##-( ( *&(,.($ *(- .(##..-((,#(.#-(## ,($ ’ &’ &’ &’ &+#""-)%""$""+#""-)%""$""+#""-)%""$""+#""-)%""$"" ’ & ’ & ’ & ’ & &( *-*(,,($*,#- ,(*(#,(( *- 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ ’& !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* ’ & ’ & ’ & ’ & &($4,$&(##.5,( ,.-,#-,.4,.( 5,($4,(###,5,(##.( 0 C (**,#(.,#-, .-(,*((($.#B (8,.#5,,(( $ ’ ’’ ’’ ’’ ’(""-)%""$""(""-)%""$""(""-)%""$""(""-)%""$"" ’ ’ ’ ’ ’ ’ ’ ’ &( *--($( *3 *(,, ’ ’ ’ ’ ’ ’ ’ ’ ;*( *,(( *3 ($(##C .-( *(B -(( *-( (B & & & &0 .( (##0 ,.,( ,(,.,( ’ ’ &’ ’ &’ ’ &’ ’ &%,(( *3 ($(##. #-0 ,,.-,( #*(.#((0 , 2 3 4 56 1 *1 /1 *1 &1 *1 */1 ,1 ,&1 ,,1 ,1 1 ,1 /1 7 8 4 6 9 :6 9 :6 3 :6 6 9 8 9 ;:9 3 <9 9 =6 =3 99 :6 <9 6 3 4 5 6 =9 :6 + 9 =9 8 >6 <5 3 9 %""!?+9 3 6 3 4 5 <9 + 3 4 56 =9 =9 8 >6 <5 3 9 6 9 =9 4 3 =6 3 99 :6 8 3 =6 4 9 =6 < 6 :@3 9 8 = +9 ?8 A B ,B ’ 9 "8 //’&1 =6 6 @3 9 B&B ’ ’’ !"#$%&’##$&(()*#&$ #$)#’+# &%##$#)&, $%)& %)-"#) & 7 C +("+("+("+(" !""") ""+" 6 9 :6 9 &*"=-A <1 " % %96 5 1 ,* DEPT: Finance DATE: April 26, 2005 ITEM #: 13 AGENDA REQUEST FORM ITEM CAPTION: Consider approval of an Ordinance of the City of Coppell, Texas, approving an amendment to Ordinance No. 2004-1082, the budget for Fiscal Year October 1, 2004 through September 30, 2005, and authorizing the Mayor to sign. GOAL(S): EXECUTIVE SUMMARY: This amendment is being brought forward to reflect encumbrance carryovers and changes experienced through the first quarter of the fiscal year. FINANCIAL COMMENTS: Agenda Request Form - Revised 09/04 Document Name: $BudAmend-1AR MEMORANDUM Date:April 26, 2005 To:Mayor and Council From:Jennifer Armstrong, Director of Finance Via:Clay Phillips, Deputy City Manager Subject:Budget Amendment - Fiscal Year 2004-05 This budget amendment is being brought forward to reflect encumbrance carryovers, and items that have been brought before Council during the first quarter of the year. General Fund General Fund revenues are being increased $1,284,534. The majority of this increase is associated with the refinancing of the Fire Department apparatus lease ($1,058,343). The remaining funding is from delinquent taxes, claims reimbursement by insurance, and the sale of City property. General Fund expenditures are being increased $2,254,168. $1,277,168 is associated with encumbrance carryovers. $94,026 is for equipment from E911 funds. $810,000 is associated with the purchase of the truck for the Fire Company. Mayor & Council 30,088 Cemetery Consultants: 30,000 Encumbrance Carryover: 88 Community Information 1,012 Encumbrance Carryover City Secretary 364 Encumbrance Carryover Records Management 189 Encumbrance Carryover Engineering 86,906 Encumbrance Carryover Facilities 254,553 Encumbrance Carryover: 214,882 Brown Park Damage: 22,561 Library: 14,150 EOC: 2,960 Streets (7,852) Encumbrance Carryover & Transfer to I/S Fleet 3,303 MV Repair-Insurance Reimbursement Traffic 7,233 Encumbrance Carryover Fire 1,448,710 Purchase of Truck: 810,000 Encumbrance Carryover: 638,710 Emergency Management 5,540 Encumbrance Carryover Building Inspections 276 Encumbrance Carryover Finance (1,409) Encumbrance Carryover & Transfers to I/S 2 Human Resources (100) Encumbrance Carryover & Transfer to I/S Municipal Court 26,517 Encumbrance Carryover Library 103,731 Encumbrance Carryover Police 103,537 Encumbrance Carryover: 9,511 Use of E911: 94,026 Information Systems 110,888 Encumbrance Carryover & Transfers from other departments Parks & Rec. Admin. 14,959 Encumbrance Carryover Parks 15,053 Encumbrance Carryover Environmental Health 23,092 Encumbrance Carryover Right of Way (1,157) Encumbrance Carryover & Transfer to I/S Recreation 26,898 Encumbrance Carryover Ballfield Maintenance 1,837 Encumbrance Carryover Water & Sewer Fund Expenses are being amended in Utility Operations for encumbrance carryovers and additional funding needed for the meter replacement program. Utility Billing is being amended for encumbrance carryovers. Child Safety Fund Revenues are being amended to reflect anticipated collections. Expenditures are being increased for the purchase of DNA kits for children. Police Special Revenue Fund Revenues are being amended to reflect grants, forfeitures and donations that have been received. The expenditures are those associated with the CERT Grant, the body armor grant and a laptop computer needed for HIDTA. Parks Special Revenue The revenues are being amended to reflect the collection of park fees. Tree Preservation Fund Revenues are being increased for income actually received. Expenditures are for planting of trees. Debt Service Fund The revenues are being amended for receipt of delinquent taxes, rollback taxes and interest income. 3 Drainage Fund Expenditures are being amended to reflect the funding of partial salary costs and for supplies associated with the Volunteer Monitoring Program. Donations – Special Revenue Revenues are being amended to reflect a donation to the Library. Expenditures are being amended to reflect encumbrance carryovers and costs associated with economic development, the Library and Recycling. C.E.D.C. Special Revenue Revenues are being amended to reflect the anticipated increase in sales tax collections. Municipal Court Special Revenue Revenues are being amended to reflect anticipated collections. C.R.D.C. Special Revenue The revenues are being amended for additional sales tax expected. Expenditures are being amended to reflect encumbrance carryovers. Municipal Court Technology Fund The revenues are being amended to reflect anticipated collections. The expenditures are associated with the automated traffic citation program. AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. AN ORDINANCE OF THE CITY OF COPPELL, TEXAS APPROVING AN AMENDMENT TO THE BUDGET FOR THE CITY FOR THE FISCAL YEAR OCTOBER 1, 2004 THROUGH SEPTEMBER 30, 2005; PROVIDING THAT EXPENDITURES FOR SAID FISCAL YEAR SHALL BE MADE IN ACCORDANCE WITH SAID BUDGET; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Budget Officer of the City of Coppell, Texas, did on the 12th day of August, 2004, file with the City Secretary, a proposed general budget for the City covering the fiscal year aforesaid, and WHEREAS, the City Council of the City of Coppell approved said budget on the 14th day of September, 2004, and WHEREAS, the governing body of the City has this date considered an amendment to said budget; NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That Section No. 2 of Ordinance No. 2004-1082, for the 2004-05 Fiscal Year Budget, is hereby amended as follows: General Fund Current Budget Amending Budget Change Revenues $31,045,347 $32,329,881 $1,284,534 Expenditures Mayor & Council 262,587 292,675 30,088 Community Information 147,400 148,412 1,012 City Secretary 231,720 232,084 364 Records Management 163,661 163,850 189 Engineering 868,008 954,914 86,906 Facilities 762,600 1,017,153 254,553 Streets 1,624,113 1,616,261 (7,852) Fleet 666,754 670,057 3,303 Traffic 754,897 762,130 7,233 Fire 6,039,867 7,488,577 1,448,710 Emergency Mgmt 103,261 108,801 5,540 Building Inspections 426,820 427,096 276 Finance 697,463 696,054 (1,409) Human Resources 926,091 925,991 (100) Municipal Court 925,540 952,057 26,517 Library 1,442,753 1,546,484 103,731 Police 6,251,579 6,355,116 103,537 Information Systems 1,259,699 1,370,587 110,888 Parks & Rec. Admin. 2,197,948 2,212,907 14,959 Parks 404,937 419,990 15,053 Environmental Health 447,701 470,793 23,092 Right of Way 61,931 60,774 (1,157) Recreation 1,456,712 1,483,610 26,898 Ballfield Maintenance 295,474 297,311 1,837 Total Expenditures 2,254,168 Decrease in Designated Fund Balance - E911 (94,026) Decrease in Designated Fund Balance - Encumbrances (1,303,357) Decrease in Designated Fund Balance – Fire Company (810,000) Net Expenditure Increase 46,785 Net Increase in Undesignated Fund Balance $1,237,749 Water/Sewer Fund Current Budget Amending Budget Change Expenses Utility Operations $1,430,113 $1,530,120 $100,007 Utility Billing` 479,312 527,834 48,522 Net Decrease in Projected Retained Earnings $148,529 Child Safety Fund Current Budget Amending Budget Change Revenues $8,050 $15,350 $7,300 Expenditures 11,000 14,500 3,500 Net Increase in Projected Fund Balance $3,800 Police Spec. Rev. Fund Current Budget Amending Budget Change Revenues $20,475 $87,855 $67,380 Expenditures 85,650 171,890 86,240 Net Decrease in Projected Fund Balance $18,860 Parks Special Revenue Current Budget Amending Budget Change Revenues $150 $63,680 $63,530 Net Increase in Projected Fund Balance $63,530 Tree Preservation Fund Current Budget Amending Budget Change Revenues $2,000 $27,050 $25,050 Expenditures 0 30,000 30,000 Net Decrease in Projected Fund Balance $ 4,950 Debt Service Fund Current Budget Amending Budget Change Revenues $8,565,754 $8,655,035 $89,281 Net Increase in Projected Fund Balance $89,281 Drainage Fund Current Budget Amending Budget Change Expenditures $100,000 $122,000 $22,000 Net Decrease in Projected Fund Balance $22,000 Donations-Special Revenue Current Budget Amending Budget Change Revenues $24,600 $42,987 $18,387 Expenditures 36,365 42,865 6,500 Net Increase in Projected Fund Balance $11,887 C.E.D.C. Spec. Revenue Current Budget Amending Budget Change Revenues $2,265,000 $2,630,000 $365,000 Net Increase in Projected Fund Balance $365,000 Mun. Ct. Spec. Rev. Fund Current Budget Amending Budget Change Revenues $28,050 $40,050 $12,000 Net Increase in Projected Fund Balance $12,000 C.R.D.C. Spec. Revenue Current Budget Amending Budget Change Revenues $1,610,380 $1,847,880 $237,500 Expenditures 93,777 134,554 40,777 Net Increase in Projected Fund Balance $196,723 Municipal CT. Tech. Fund Current Budget Amending Budget Change Revenues $35,600 $50,600 $15,000 Expenditures 6,500 10,000 3,500 Net Decrease in Projected Fund Balance $11,500 SECTION 2. EFFECTIVE DATE. That this ordinance shall become effective immediately from and after its passage as the law and charter in such cases provide. DULY PASSED and adopted by the City Council of the City of Coppell, Texas, on the _____ day of April, 2005. APPROVED: ______________________________ DOUGLAS N. STOVER, MAYOR ATTEST: ____________________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: _____________________________________ ROBERT E. HAGER, CITY ATTORNEY DEPT: Engineering DATE: April 26, 2005 ITEM #: 14 AGENDA REQUEST FORM ITEM CAPTION: PUBLIC HEARING to receive input on possible projects for a Community Development Block Grant (CDBG) from Dallas County. GOAL(S): EXECUTIVE SUMMARY: The City of Coppell is eligible, on October 1, to receive $68,932 in FY 2005 CDBG funding from Dallas County. In addition, the city has $3,447.68 remaining from a previously completed project that can be reallocated. This public hearing is to receive input regarding possible projects that may be funded through this program, prior to reaching a final decision on what project to undertake. Staff will be available to answer any questions at the Council meeting. FINANCIAL COMMENTS: Agenda Request Form - Revised 09/04 Document Name: #CDBG MEMORANDUM TO:Mayor and City Council FROM:Kenneth M. Griffin, P.E., Director of Engineering/Public Works DATE: April 26, 2005 REF: Public Hearing to receive input on possible projects for a Community Development Block Grant (CDBG) from Dallas County. The City of Coppell is eligible, on October 1, to receive $68,932 in FY 2005 CDBG funding from Dallas County. In addition, the city has $3,447.68 remaining from a previously completed project that can be reallocated. This Public Hearing is to receive input regarding possible projects that may be funded through this program, prior to reaching a final decision on what project to undertake. After the Public Hearing, staff has until May 10, 2005 to submit a list of potential projects to Dallas County. The final detailed information of the selected projects are due on June 3, 2005. The city has utilized CDBG funding in recent years to renovate portions of the Senior Citizen’s Center and to construct fire protection improvements in the Golden Triangle Mobile Home Park. CDBG funded projects must meet one of the three following national objectives: 1) eliminate blight; 2) eliminate a community-threatening condition; and 3) principally benefit low/moderate income people. The eligibility requirements associated with each of the objectives significantly limit the city’s choice of projects to fund. Projects that address Americans with Disabilities Act (ADA) accommodations are an option for the city since they are generally assumed to meet one of the three national objectives. Staff is reviewing several types of projects that may meet the requirements of the CDBG funding. However, no projects will be fully evaluated until staff has received input from the citizens, via the Public Hearing. DEPT: Human Resources DATE: April 26, 2005 ITEM #: 15 AGENDA REQUEST FORM ITEM CAPTION: Consider approval to purchase time and attendance software from Ceridian for an amount not to exceed $124,639.00, and authorizing the City Manager to sign. GOAL(S): EXECUTIVE SUMMARY: The City of Coppell may contract with Ceridian based on an Interlocal Agreement with Innovations Group previously approved by council. FINANCIAL COMMENTS: Funds have been budgeted in Information Systems ($74,000) with the remainder needing to come from fund balance. Agenda Request Form - Revised 09/04 Document Name: Time and Attendance Memorandum TO: Jim Witt, City Manager FROM: Vivyon V. Bowman, Director of Administration/ Human Resources DATE: April 18, 2005 SUBJECT: Time and Attendance Software Purchase Please be informed that I'm recommending the purchase of Ceridian Time and Attendance software for the purpose of automating the City's Payroll system. Currently the organization has a manual system for recording employee time and attendance. This leaves a great deal of opportunity for variances and error. Our hourly employees make up 84% of our annual base payroll (excluding benefits, premium pay and overtime) which equates to $12,434,143. In reviewing various software systems of this nature, staff was able to agree that Ceridian gave the City the flexibility and reliability needed to ensure that we could accomplish this particular goal. Listed below are a few areas where I feel an automated time and attendance solution greatly impacts our organization's productivity and as well as provides a significant return on our investment: • Reduce manual inefficiencies- Employees, administrative personnel, supervisors, department directors and payroll staff will spend less time with the manual process of reviewing, calculating, and correcting timesheets. The process may take several hours a week depending on the size of the department. • Reduce computational errors and interpretation errors- this time and attendance software automates the calculation of employee time as well as the rules of how employees are paid. The City has several unique pay rules in various departments due to state and federal requirements as well as the nature of each department function. • Recover lost time- the City organization is of sufficient size and complexity to where minutes lost to inaccurate recording of time can add to significant dollars. The automation of this process will ensure all time is recorded for time worked by our employees. • Compliance- One of the most important aspects of implementing an automated time and attendance system is the ability to assist in accurately defending the City's exposure to claims of unfair pay practice as well as review for auditing purposes. • Manual Records- The task of storing and retrieving manual payroll records for over a four-year time frame is a monumental chore. This system will make this task efficient and provide an opportunity to access our payroll data in ways that would take several days if not weeks to try and assemble. • Overstated Accrual Balances-The manual nature of The City’s current processes makes it difficult for employees and managers to keep accurate totals of available time off balances. If balances are overstated, The City is liable to pay the employee more than is actually owed when the employee terminates. This expense can be greatly reduced, if not eliminated by this time and attendance solution. As with the CRM application, this software implementation presents a tremendous opportunity to move from an exhaustive manual honor-based process to an accurate fully automated process that fits into the city's current internal service web based initiative. Currently, we have only $74,000 dollars budgeted for this project due to our initial plan to lease this program over a 36-month period. Since that initial plan, we have negotiated a significantly reduced cost as well as cut some of the proposed options available to trim the cost from $183,397.50 (excluding internal implementation costs) to $124,639.00 total. In discussion with the Finance Department, staff is recommending that we take the additional funds from fund balance in order to make this a one-time purchase rather than incur additional lease costs. Upon your review of this information, please contact me with any comments or need for additional information. Ceridian Time Attendance Project Cost Projections Project Software Costs Ceridian Software Source Time & Attendance Professional 52,026$ Web Browser Interface -$ Crystal Reports -$ New World Interface 4,002$ Total Ceridian Software 56,028$ New World programming costs 3,500$ out of pocket MS SQL Server - 500 user 3,500$ out of pocket Project Software Costs Total 63,028$ Installation & Training Implementation Planning 1,200$ Device Installation 2,400$ Implementation & Training 25,800$ Total Installation & Training 29,400$ 29,400$ Project Hardware Costs Ceridian Hardware 1 - DCT2102 Biometric Reader 3,000$ 14 - DCT4000 Card Readers 21,511$ Total Ceridian Hardware 24,511$ Coppell Hardware Distributed Functional Server 1,200$ out of pocket Polling Server 1,200$ out of pocket Database Server 5,300$ out of pocket Total Coppell Hardware 7,700$ Project Hardware Costs 32,211$ Project Totals 124,639$ 4/18/2005 Source Time Professional Proposal For: Source Time & Attendance Professional, v6.60 City of Coppell Automated Time Accounting Solution A Software Quantity Unit Price 1 Source Time & Attendance Professional Automated time and attendance solution. 500 employee capacity with unlimited concurrent user license for MS SQL Server 7.0.1 $80,040.00 Ceridian Value Pricing 1 35% Total Software 2 Web Browser The Source time & attendance professional web interface allows 1 Included users to review and enter time and attendance information on a Netscape Navigator or Microsoft Internet Explorer browser 3 Crystal Reports Ad hoc query tool and report writer 1 Included 4 NewWorld Payroll Interface Standard charge for specification and configuration 1 $8,004.00 (10% of License Fee)1 50% Discount Total Interface 5 Reachout Communication Software Remote diagnostic software. Used with a modem and your company's permission to remotely access your time and attendance software only. Used only for support purposes 1 Included 8 TOTAL SOFTWARE B Site Preparation, Installation & Training Est. Hours Bill Rate/hour 1 Site Preparation Conference Overview of site preparations, implementation and data gathering 8 $150.00 2 Training and Implementation (Estimate only - based on experience implementing like solutions) Full Implementation services, as described in the Implementation Process Guide. Includes 5 seats in Tier 1 training.172 $150.00 3 Device Installation and Configuration install and configure time clocks 16 $150.00 4 TOTAL TRAINING AND IMPLEMENTATION C Hardware (Data Collection Terminals & IVR Collection) Quantity Unit Price 1 DCT2102 Biometric 1 $3,000.00 Two finger Biometric reader, bar code 2 DCT 4000 Serial/Ethernet 14 $1,536.50 4 Total Hardware Clocks 6 TOTAL HARDWARE City of Coppell Automated Time Accounting Solution D Software Support and Maintenance Quantity Unit Price 1 Year 1 Maintenance Contract (MS SQL Server 2000)1 Included 1 year complete software support and maintenance services 2 Year 2 Maintenance Contract (MS SQL Server 2000)1 $12,006.00 Covers Maintenance and Support for second year (15% of License) Payable in year two E Ceridian Products Net Pricing Summary A Software B Training And Implementation C Hardware Total ** reasonable travel & living expenses not included for Project Manager / trainer if requested on-site Proposal valid for 60 days The City Of Coppell understands this is Ceridian confidential information expressly developed for The City Of Coppell/Ceridian Partnership. The City Of Coppell agrees not to disclose, discuss, publish or duplicate to any third parties without Ceridian's PRIOR express written consent & approval. DEPT: City Secretary DATE: April 26, 2005 ITEM #: 16 AGENDA REQUEST FORM ITEM CAPTION: Consider calling a Special Council Meeting to canvass the results of the May 7, 2005 Municipal Election. GOAL(S): EXECUTIVE SUMMARY: The results of the May 7, 2005 election must be canvassed between May 15 and May 18, 2005. FINANCIAL COMMENTS: Agenda Request Form - Revised 09/04 Document Name: %canvass DATE:April 12, 2005 ITEM #: 17 AGENDA REQUEST FORM NECESSARY ACTION RESULTING FROM WORK SESSION Agenda Request Form - Revised 02/04 Document Name: %necessaryactionwork DATE: April 26, 2005 ITEM #: 18 AGENDA REQUEST FORM MAYOR AND COUNCIL REPORTS A. Report by Mayor Stover regarding May 5th Prayer Breakfast. B. Report by Mayor Stover regarding April 30th Relay for Life. C. Report by Mayor Stover regarding May 7th Election. D. Report by Councilmember Brancheau regarding CHS Boys Soccer Team and the State playoffs. E. Report by Councilmember Suhy regarding Coppell Youth Leadership. Agenda Request Form - Revised 09/02 Document Name: %mayorreport DATE: April 26, 2005 ITEM #: 19 AGENDA REQUEST FORM COUNCIL COMMITTEE REPORTS A. Carrollton/Farmers Branch ISD/Lewisville ISD - Mayor Pro Tem Raines. B. Coppell ISD - Mayor Pro Tem Raines and Councilmember Suhy. C. Coppell Seniors - Councilmember York. D. Dallas Regional Mobility Coalition - Councilmember Peters. E. Economic Development Committee - Councilmembers Faught and Tunnell. F. Metrocrest Hospital Authority - Councilmember Tunnell. G. Metrocrest Medical Foundation - Councilmember Brancheau H. Metrocrest Social Service Center - Councilmember Brancheau. I. North Texas Council of Governments - Councilmember Tunnell. J. NTCOG/Regional Emergency Management - Councilmember Suhy K. North Texas Commission - Councilmember Peters. L. Senior Adult Services - Councilmember Faught. M. Town Center/Architectural Committee - Councilmember Faught. N. Trinity River Common Vision Commission - Councilmember Faught. O. Trinity Trail Advisory Commission - Mayor Pro Tem Raines. Agenda Request Form - Revised 06/03 Document Name: %ccommreport DATE: April 26, 2005 ITEM #: 20 AGENDA REQUEST FORM NECESSARY ACTION RESULTING FROM EXECUTIVE SESSION Agenda Request Form - Revised 09/02 Document Name: %necessaryactionexec CERTIFICATE OF AGENDA ITEM SUBMISSION Council Meeting Date: April 26, 2005 Department Submissions: Item No. 7 was placed on the Agenda for the above-referenced City Council meeting by the Parks Department. I have reviewed the Agenda Request (and any backup if applicable) and hereby submit this item to the City Council for consideration. ____________________ Parks Department Item Nos. 12/D and 15 were placed on the Agenda for the above- referenced City Council meeting by the Human Resources Department. I have reviewed the Agenda Requests (and any backup if applicable) and hereby submit these items to the City Council for consideration. ____________________ Human Resources Department Item Nos. 12/C, 12/D and 14 were placed on the Agenda for the above- referenced City Council meeting by the Engineering Department. I have reviewed the Agenda Requests (and any backup if applicable) and hereby submit these items to the City Council for consideration. ____________________ Engineering Department Financial Review: I certify that I have reviewed all the items submitted for consideration on the Agenda for the above-referenced City Council Meeting and have inserted any financial comments where appropriate. ____________________ Finance Department City Manager Review: I certify that I have reviewed the complete Agenda and Packet for the above-referenced City Council Meeting and hereby submit the same to the City Council for consideration. ____________________ City Manager