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10-26-2010 (City Council) Agenda Packet Wylie City Council CITY:F WYLIE NOTICE OF MEETING Regular Meeting October 26, 2010 - 6:00 pm Wylie Municipal Complex - Council Chambers 2000 Highway 78 North Eric Hogue Mayor M. G. "Red" Byboth Mayor Pro Tern David Goss Place 1 Kathy Spillyards Place 3 Bennie Jones Place 4 Rick White Place 5 Carter Porter Place 6 Mindy Manson City Manager Richard Abernathy City Attorney Carole Ehrlich City Secretary In accordance with Section 551.042 of the Texas Government Code, this agenda has been posted at the Wylie Municipal Complex, distributed to the appropriate news media, and posted on the City website: www.wylietexas.gov within the required time frame. As a courtesy, the entire Agenda Packet has also been posted on the City of Wylie website: www.wylietexas.gov. The Mayor and City Council request that all cell phones and pagers be turned off or set to vibrate. Members of the audience are requested to step outside the Council Chambers to respond to a page or to conduct a phone conversation. The Wylie Municipal Complex is wheelchair accessible. Sign interpretation or other special assistance for disabled attendees must be requested 48 hours in advance by contacting the City Secretary's Office at 972.442.8100 or TD 972.442.8170. CALL TO ORDER Announce the presence of a Quorum. INVOCATION & PLEDGE OF ALLEGIANCE PRESENTATION • Presentation of 1st 6 Weeks Star Students. • Anniversary presentations for years of service with the City for, Mindy Manson, Gary Bailey and Chris Hoisted. • Presentation of a certificate from the Mayor to participants of the Wylie Flyers Summer Track program who qualified for the Summer 2010 Texas Amateur Athletic Federation State Track Meet. October 26,2010 Wylie City Council Regular Meeting Agenda Page 2 of 3 • Proclamation presentation awarded to "That Wylie Band"whom received all 1's at the UIL Region 25 Marching Contest for the 20t consecutive year. CITIZENS COMMENTS ON NON-AGENDA ITEMS Residents may address Council regarding an item that is not listed on the Agenda. Residents must provide their name and address. Council requests that comments be limited to three (3) minutes. In addition, Council is not allowed to converse, deliberate or take action on any matter presented during citizen participation. CONSENT AGENDA All matters listed under the Consent Agenda are considered to be routine by the City Council and will be enacted by one motion. There will not be separate discussion of these items. If discussion is desired, that item will be removed from the Consent Agenda and will be considered separately. A. Consider, and act upon, approval of the Minutes of the October 12, 2010 Regular Meeting of the Wylie City Council. (C. Ehrlich, City Secretary) B. Consider and place on file the City of Wylie Monthly Revenue and Expenditure Report as of September 30th,2010. (Linda Bantz, Finance Director) C. Consider and place on file the City of Wylie Quarterly Investment Report for September 30,2010. (Linda Bantz, Finance Director) D. Consider and place on file the Wylie Economic Development Corporation Revenue and Finance Report as of September 30th,2010. (Sam Satterwhite, WEDC) REGULAR AGENDA Tabled Item from 09/14/2010 A motion to remove from table and: 1. Consider, and act upon, amending Zoning Ordinance 2006-04, Article 5, Section 5.1.J (Accessory Uses); allowing for and providing certain safeguards relating to Home Occupations. ZC2010-04. (Renae 011ie, Planning Director) Executive Summary At its September 14th meeting it was directed by Council to hold a joint work session with the Planning and Zoning Commission to further discuss amendments to Section 5.1.J Accessory Uses, 9, as it relates to Home Occupations. As a result of the Joint Work Session held with P&Z, and valuable citizen input, direction from council was to bring the tabled item back to the October 26, 2010 city council meeting to determine the next course of action. 2. Consider, and act upon, Resolution 2010-33(R) authorizing the City Manager to enter into a lease purchase contract with Chase Equipment Finance for the purchase of cardio fitness equipment from Fitco for the new Wylie Recreation Center. (Linda Bantz, Finance Director) Executive Summary Staff has researched various options for cardio fitness equipment for the new Wylie Recreation Center and determined the equipment from Fitco Fitness Center Outfitters to be the best option. This will include treadmills, elliptical cross trainers, recumbent bikes, adaptive motion trainers, step mills, stair climbers, stair masters, rowing machines and spin bikes. The equipment will cost $258,520 and the monthly payments will cost approximately $5,725 over a four year period with an interest rate through Chase Equipment Finance of about 3.01%. $75,000 was budgeted for FY 2010-11 to make these payments. It is purchased from the Buy Board state contract. October 26,2010 Wylie City Council Regular Meeting Agenda Page 3 of 3 3. Consider, and act upon, Resolution 2010-34(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the design of FM 1378 from South Parker Road to North Parker Road. (Chris Hoisted, City Engineer) Executive Summary The Interlocal Agreement would provide$100,000 for the design of FM 1378 from the South Parker Road intersection to the North Parker Road intersection. The projected engineering cost for the project is $231,600. The project includes approximately 900 linear feet of 6-lane concrete roadway, underground storm drainage, signalization improvements, and the possible relocation of a North Texas Municipal Water District 48" water transmission main. Projected construction cost for the project is $2,300,000. After the agreement is approved by Collin County, a proposal for engineering services will be presented for Council consideration. WORK SESSION • Discussion Regarding Project Update on the future FM 2514 (Parker Road) from FM 2551 (Hogge Drive) to east of FM 1378 (Country Club Road) Improvements. (Chris Hoisted, City Engineer) ADJOURNMENT CERTIFICATION I certify that this Notice of Meeting was posted on this 22nd day of October, 2010 at 5:00 p.m. as required by law in accordance with Section 551.042 of the Texas Government Code and that the appropriate news media was contacted. As a courtesy, this agenda is also posted on the City of Wylie website: www.wylietexas.gov. Carole Ehrlich,City Secretary Date Notice Removed Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: October 26, 2010 Item Number: Presentation Department: Human Resources (City Secretary's Use Only) Prepared By: Lynn Fagerstrom Account Code: Date Prepared: October 15, 2010 Budgeted Amount: Exhibits: Subject Recognition of employees celebrating milestone years of service to the City of Wylie. Recommendation Discussion Three employees are celebrating milestone years of service anniversaries with the City of Wylie: Mindy Manson, City Manager— 15 years Mindy joined the City of Wylie on October 10, 1995, as the Assistant To The City Manager. By August 13, 1999, Mindy was promoted to Assistant City Manager. Many times over the years, Mindy performed the duties of Interim City Manager, until October 1, 2006, when Mindy accepted the position of City Manager. Prior to joining the City of Wylie, Mindy worked for the City of Abilene and the City of San Angelo. Mindy is a graduate of Southern Methodist University. Gary Bailey, Meter Services Supervisor— 15 years Gary began his career in Wylie on October 23, 1995, as a Waste Water Maintenance Worker. He moved to the meter services division a year later and climbed the ranks to supervisor in 2004. Gary has seen wide technological advances in his field and has grown with the changes. Gary has an extensive background in public service — having worked for the Duncanville School District, the City of Rowlett and the City of Mesquite. Chris Hoisted, City Engineer— 10 years The transition from vendor to full time employment for Chris took place on October 2, 2000. Chris had been providing engineering services to the City via The Hogan Corporation, where he was a Vice President. Chris is a graduate of the University of Arkansas. Approved By Initial Date Department Director City Manager IDid,01( Page 1 of 1 Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: October 26, 2010 Item Number: Presentation Division: Parks and Recreation (City Secretary's Use Only) Prepared By: Robert Diaz Account Code: Date Prepared: October 15, 2010 Budgeted Amount: Exhibits: 1 Subject Presentation of a certificate from the Mayor to each participant of the Wylie Flyers Summer Track program who qualified for the Summer 2010 Texas Amateur Athletic Federation State Track Meet. Recommendation N/a Discussion The Recreation Division of the Public Services Department has offered a summer track program for many years. The program is coached by local volunteers and overseen by Recreation Division staff. The volunteer coaches for the 2010 season were Ty Davis, Donnie Satchell, and Rayshon Davis. Steven Harben, Recreation Programmer, is the Recreation Division liaison for the program. The Wylie Flyers participate in the Texas Amateur Athletic Federation (TAAF) Region 7 division. Region 7 is made up of some of the States' top athletes with participants coming from cities like Plano, Allen, and Garland. The team this year consisted of 70 athletes that ranged in age from 6-14 years of age and they participated in 6 local area meets. The presentation on October 26, 2010 will recognize the following individuals for qualifying for the state meet held in Waco, Texas in August 2010. Buley, Grant 1600 run, 3200 run Davis, Tara High Jump, Long Jump, 80 Meter Hurdles Garcia, Vanessa 1600 meter relay Garvin, Elexus Triple Jump Gause, Carson 1600 run Gooch Jr., Cedric 400 meter dash, Long Jump 1600 Meter Relay Harris, Simeon 400 Meter Dash, 100 Meter Dash, 1600 Meter Relay Page 1 of 2 Page 2 of 2 Hudson, Tearose Long Jump Johnson, Bethany 1600 Meter Relay Keck, Romello Long Jump, 100 Meter Dash Lauer,Nick 400 Meter Dash Redmond, Savannah 50 meter Dash, Long Jump Robinson, Allan 100 Meter Dash Robinson,Jasmine 400 Meter Dash, 1600 Meter Relay Satchell, Donnie Triple Jump Satchell, Donovan 1600 Meter Relay Smith, TJ 1600 Meter Relay Tyson, Aliyah 1600 Meter Relay Washington, Trinity 50 meter Dash Washington, Derek 400 Meter Dash, 200 Meter Dash Approved By Initial Date Department Director 10/15/2010 City Manager I V\ to Ia t l0 Wylie City Council CITY OF WYLIE Minutes Wylie City Council Meeting and Joint Work Session Tuesday, October 12, 2010 — 6:00 p.m. Wylie Municipal Complex— Council Chambers 2000 Highway 78 North CALL TO ORDER Announce the presence of a Quorum. Mayor Eric Hogue called the meeting to order at 6:03 p.m. with the following Wylie City Council members present: Mayor Pro Tern Red Byboth, Councilwoman Kathy Spillyards, Councilman David Goss, Councilman Carter Porter, Councilman Rick White, and Councilman Bennie Jones. Staff present were: City Manager, Mindy Manson; Assistant City Manager, Jeff Butters; Planning Director, Renae' 011ie; Fire Chief, Randy Corbin; Finance Director, Linda Bantz; Police Chief, John Duscio; Library Director, Rachel Orozco; City Engineer, Chris Hoisted; City Secretary, Carole Ehrlich; Public Information Officer, Craig Kelly, and various support staff. INVOCATION & PLEDGE OF ALLEGIANCE Former Mayor William Martin gave the invocation and Former Mayor Jim Swartz led the Pledge of Allegiance. PRESENTATION • Presentation regarding a refinance of the WEDC loan currently held at Inwood National Bank. WEDC Executive Director Sam Satterwhite addressed council stating that the WEDC will be refinancing a note currently held by Inwood National Bank. The amount to be refinanced is $448,357 at a current interest rate of 5.75%. The new interest rate is 4.95% and has a remaining term of 60 months. Minutes October 12, 2010 Wylie City Council Page 1 CITIZENS COMMENTS ON NON-AGENDA ITEMS Residents may address Council regarding an item that is not listed on the Agenda. Residents must provide their name and address. Council requests that comments be limited to three (3) minutes. In addition, Council is not allowed to converse, deliberate or take action on any matter presented during citizen participation. Wylie Chamber of Commerce Executive Director Mike Agnew addressed council thanking council and city staff for their support and assistance with the Wylie Rodeo held recently. He noted that this event could not have been so successful without the support of the city. CONSENT AGENDA All matters listed under the Consent Agenda are considered to be routine by the City Council and will be enacted by one motion. There will not be separate discussion of these items. If discussion is desired, that item will be removed from the Consent Agenda and will be considered separately. A. Consider, and act upon, approval of the Minutes of the September 28, 2010 Regular Meeting of the Wylie City Council. (C. Ehrlich, City Secretary) B. Consider, and act upon, Ordinance No. 2010-21 setting the time and place for all regular City Council Meetings in the 2011 calendar year. (C. Ehrlich, City Secretary) C. Consider, and act upon, Resolution 2010-31(R), authorizing the City Manager to execute an Interlocal Agreement with Collin County and the Rita and Truett Smith Public Library for library services for fiscal year 2010-2011 (R. Orozco, Library Director) Council Action A motion was made by Councilman Porter, seconded by Councilman White to approve the Consent Agenda as presented. A vote was taken and the motion passed 7-0. REGULAR AGENDA 1. Consider, and act upon, Resolution 2010-32(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the design of McMillen Road from East of McCreary Road to FM 1378. (C. Holsted, City Engineer) Staff Comments City Engineer Hoisted addressed council stating that the voters of Collin County approved the 2007 Collin County Bond Program in November 2007 which included five street projects in the City of Wylie. A project schedule was approved on February 12, 2008 which identified the funds needed for each project over the next five years. The County is selling bonds yearly based on the project needs submitted by each city. The improvement to McMillen Road include approximately 6,000 linear feet of 4-lane divided concrete roadway with underground storm sewer. The project also includes a bridge structure over Muddy Creek. Total project cost is projected to be $8,298,750 and the County participation is $4,149,375. This item will approve the second phase of the project. Minutes October 12, 2010 Wylie City Council Page 2 Council Action A motion was made by Councilman White, seconded by Councilman Jones to adopt Resolution 2010-32(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the design of McMillen Road from East of McCreary Road to FM 1378. A vote was taken and the motion passed 7-0. READING OF ORDINANCES Title and caption approved by Council as required by Wylie City Charter, Article III, Section 13-D. City Secretary Ehrlich read the caption to Ordinance No. 2010-21 into the official record. Mayor Hogue convened into Executive (closed) Session at 6:20 p.m. announcing the closed meeting section and topic listed below. EXECUTIVE SESSION Recess into Closed Session in compliance with Section 551.001, et.seq. Texas Government Code, to wit: Section 551.071 (Consultation with Attorney) of the Government Code, Vernon's Texas Code Annotated (Open Meetings Act). Consultation with legal counsel regarding pending litigation and/or settlement offers regarding the following pending matters: • In the Matter of the Application of Wylie Northeast SUD For TPDES Permit No. WQ0014935001; SOAH Docket No. 582-10-3785, TCEQ Docket No. 2010-0107-MWD; pending before the Texas Commission on Environmental Quality. • Petition of Lavon 593 Land Investment Partners, L.P. for Creation of Collin County Water Control and Improvement District No. 3; SOAH Docket No. 582-10-2631, TCEQ Docket No. 2009-1573-DIS; pending before the Texas Commission on Environmental Quality Mayor Hogue reconvened into regular session at 7:10 p.m. RECONVENE INTO REGULAR SESSION Take any action as a result from Executive Session. • Discussion and possible action on matters discussed in executive session. There was no action taken by the Wylie City Council as a result of executive session. Minutes October 12, 2010 Wylie City Council Page 3 JOINT WORK SESSION (City Council & Planning and Zoning Commission) • Hold a Joint Work Session with the Planning and Zoning Commission to discuss amendments to Zoning Ordinance 2006-04,Article 5, Section 5.1.J(Accessory Uses); allowing for and providing certain safeguards relating to Home Occupations. (R. 011ie, Planning Director) Planning and Zoning Commission Chair, Phil Johnston opened the joint work session at 7:11 p.m. with the following P & Z members present: David Dahl, Jeremy Jordan, Ramona Kopchenko, Gilbert Tamez, Ron Smith and Ruthie Wright. All council members were present for the joint work session. Mayor Hogue addressed members of the joint work session stating that according to sales tax reports, there were over 800 businesses in Wylie reporting and paying sales tax. He noted that many of these businesses were home based businesses. He stated that since 1962 home businesses have been regulated by ordinance. Mayor Hogue explained that when this item was brought to the council from the Planning Department, it was intended to loosen some the restrictions provided in the current ordinance; noting the section that did not allow customers to pick up merchandise at the home. Commission Chair Johnston explained that the commission, in reviewing the current ordinance wanted to allow customers to pick up merchandise at the home business, which is not currently allowed. Additional the commission considered additional employees outside the home to allow day care businesses to have ample workers for their business. Several citizens were present and spoke in favor of fewer restrictions with regard to home businesses, noting that in this economic climate, these businesses were needed to keep families afloat. Direction from council was to bring the tabled item back to the October 26, 2010 City Council meeting to determine the next course of action. PLANNING AND ZONING ADJOURN COMMISSION Planning and Zoning Commission Action A motion was made by Commission member Wright, seconded by Commission member Jordan to adjourn the Joint Work Session at 8:45 p.m. A vote was taken and the motion passed 7-0. Mayor Hogue opened the council work session regarding digital signage at the new Municipal Complex at 8:47 p.m. WORK SESSION • Discussion Regarding possible digital signage at the new Municipal Complex (M. Manson, City Manager) Public Information Officer Craig Kelly and Construction Manager Shane Colley gave a short Minutes October 12, 2010 Wylie City Council Page 4 presentation regarding options for the new Wylie Municipal Complex signage. Colley reported that the cost estimate for construction of single sided monument sign would run approximately $23,500 and a double sided stone monument was estimated to cost $28,000. In addition, four options for the digital signage were presented: $12,600 for a 37.5mm MonoVision single color sign; $14,960 for a 19mm MonoVision single color sign; $25,800 for a 19mm CineVision full color sign; and $32,600 for a 16mm CineVision full color sign. The two-sided monument sign would be approximately 96" Wide X 45" High. Pricing was for a turnkey system including installation, software, hardware and wireless update capabilities. Kelly explained the factors behind the pricing of digital signage including the pixel pitch of the LED's measured in millimeters. The closer together the LEDs, the crisper, cleaner the image. He displayed examples of each sign technology and passed around samples of the LED panels. Direction from council was to review funding options for the 19mm CineVision full color sign, dual sided and bring costs and funding options to council for further discussion/consideration. ADJOURNMENT With no further business before the Wylie City Council, a motion was made by Mayor Pro Tern Byboth, seconded by Councilman Goss to adjourn the meeting at 9:25 p.m. A vote was taken and the motion passed 7-0. Eric Hogue, Mayor ATTEST: Carole Ehrlich, City Secretary Minutes October 12, 2010 Wylie City Council Page 5 Wylie City Council CI_ittt TY OF WYLIE AGENDA REPORT Meeting Date: October 26, 2010 Item Number: B. Department: Finance (City Secretary's Use Only) Prepared By: Finance Account Code: Date Prepared: October 14, 2010 Budgeted Amount: Revenue and Expenditure Exhibits: Monthly Report Subject Consider, and place on file, the City of Wylie Monthly Revenue and Expenditure Report for September, 2010. Recommendation Motion to accept and place on file, the City of Wylie Monthly Revenue and Expenditure Report for September, 2010. Discussion The Finance Department has prepared the attached reports for the City Council as required by the City Charter. Approved By Initial Date Department Director LB 10/14/10 City Manager Mm (p/a011O Page 1 of 1 CITY OF WYLIE MONTHLY FINANCIAL REPORT September 30,2010 ANNUAL CURRENT YTD ACTUAL Benchmark BUDGET MONTH ACTUAL YTD ACTUAL AS A PERCENT 100.00% ACCOUNT DESCRIPTION 2009-2010 2009-2010 2009-2010 OF BUDGET GENERAL FUND REVENUE SUMMARY TAXES 15,267,034 398,576 15,032,329 98.46% A FRANCHISE FEES 1,984,240 4,107 1,940,399 97.79% B LICENSES AND PERMITS 292,030 44,521 552,840 189.31% C INTERGOVERNMENTAL REV. 631,665 40,985 674,375 106.76% SERVICE FEES 2,250,032 170,118 2,038,382 90.59% D FINES AND FORFEITURES 548,107 35,129 403,038 73.53% E INTEREST INCOME 61,000 1,818 29,395 48.19% F MISCELLANEOUS INCOME 248,407 20,517 239,998 96.61% OTHER FINANCING SOURCES 455,000 0 455,000 100.00% REVENUES 21,737,515 715,771 21,365,756 98.29% USE OF FUND BALANCE 2,561,013 NA NA NA G TOTAL REVENUES 24,298,528 NA NA NA GENERAL FUND EXPENDITURE SUMMARY CITY COUNCIL 95,460 999 95,178 99.70% CITY MANAGER 755,964 77,835 731,518 96.77% CITY SECRETARY 276,731 24,924 249,586 90.19% CITY ATTORNEY 149,404 17,567 143,367 95.96% H FINANCE 726,900 86,444 707,444 97.32% FACILITIES 180,400 16,961 176,794 98.00% MUNICIPAL COURT 311,022 25,513 256,237 82.39% HUMAN RESOURCES 191,049 18,592 189,098 98.98% PURCHASING 113,518 11,933 110,949 97.74% INFORMATION TECHNOLOGY 513,886 41,284 504,410 98.16% POLICE 5,054,178 521,754 4,972,179 98.38% FIRE 5,125,324 477,972 5,076,000 99.04% ANIMAL CONTROL 294,452 62,377 242,750 82.44% PLANNING 384,588 40,505 364,471 94.77% BUILDING INSPECTION 674,319 68,214 640,155 94.93% CODE ENFORCEMENT 198,716 17,272 153,702 77.35% STREETS 1,237,551 94,596 1,184,464 95.71 PARKS 1,384,392 174,583 1,347,074 97.30% RECREATION 256,790 30,020 201,314 78.40% LIBRARY 879,189 85,117 817,198 92.95% COMBINED SERVICES 5,438,087 273,176 5,275,472 97.01% I TOTAL EXPENDITURES 24,241,920 2,167,638 23,439,360 96.69% REVENUES OVER/(UNDER)EXPENDITURES 56,608 -1,451,867 -2,073,604 1.60% A.Property Tax Collections for FY09-10 as of September 30 are 99.52%,in comparison to FY08-09 for the same time period 99.34%. B.Franchise Fees:The majority of franchise fees are recognized in the third and fourth quarter with electric fees making up the majority. C. Licenses and Permits:Are recognized periodically,but we have seen an increase in plumbing,electrical and mechanical permits. D.Service Fees:Trash fees are down 10.53%with the remaining fees coming from WAVE and other seasonal fees. E. Fines and Forfeitures:Municipal Court Fines are down 11.66%and court admin/warrant fees are down 53.58%. F. Interest Income: In relation to the last 12 months the current interest is in line, however, is lower by 51.81%than benchmark. G. Use of Fund Balance:to supplement the Emergency Communications Tower that was scheduled to take place. H. Higher than expected costs concerning Utility Legal work.Amendment to budget has passed and will be transitioned to the Utility Fund. I.Combined Services:The increase is due to the transfer of funds to the emergency services of$3,016,013 that was scheduled to take place. Throughout the remainder of the year this will level out and should adhere to the budgeted amount. CITY OF WYLIE MONTHLY FINANCIAL REPORT September 30,2010 ANNUAL CURRENT YTD ACTUAL Benchmark BUDGET MONTH ACTUAL YTD ACTUAL AS A PERCENT 100.00% ACCOUNT DESCRIPTION 2009-2010 2009-2010 2009-2010 OF BUDGET UTILITY FUND REVENUES SUMMARY SERVICE FEES 9,400,000 1,230,270 9,503,409 101.10% INTEREST INCOME 30,000 2,158 27,450 91.50% MISCELLANEOUS INCOME 30,000 3,260 44,817 149.39% OTHER FINANCING SOURCES 1,500,000 0 1,500,000 100.00% TOTAL REVENUES 10,960,000 1,235,688 11,075,676 101.06% UTILITY FUND EXPENDITURE SUMMARY UTILITY ADMINISTRATION 569,765 71,582 549,043 96.36% UTILITIES-WATER 1,109,986 154,157 1,015,976 91.53% CITY ENGINEER 489,070 49,290 385,384 78.80% UTILITIES-SEWER 500,660 49,748 464,064 92.69% UTILITY BILLING 566,017 45,606 465,126 82.18% COMBINED SERVICES 7,601,582 295,911 7,070,638 93.02% TOTAL EXPENDITURES 10,837,080 666,294 9,950,231 91.82% REVENUES OVER/(UNDER)EXPENDITURES 122,920 569,394 1,125,445 9.24% Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: October 26, 2010 Item Number: C. Department: Finance (City Secretary's Use Only) Prepared By: Finance Account Code: Date Prepared: October 14, 2010 Budgeted Amount: Exhibits: Investment Report Subject Consider, and place on file, the City of Wylie Quarterly Investment Report for September 30, 2010. Recommendation Motion to accept and place on file, the City of Wylie Quarterly Investment Report for September 30, 2010. Discussion The Finance Department has prepared the attached reports for the City Council as required by the City Charter. Approved By Initial Date Department Director LB 10/14/10 City Manager ill 10/6,.b((O Page 1 of 1 City Of Wylie Fourth Quarter 2009-2010 Investment Report September 30, 2010 Money Market Accounts: MMA Certificates of Deposit: CCD Treasury Bills: T-Bills Treasury Notes: T-Notes Government Agency Notes: AN Invest. Principal Type Of Interest Purchase Maturity Number Amount Security Rate Issuer Date Date 1 $73,531,642.49 MMA 0.21% Texpool 12/31/2006 NA 2 $4,181,031.26 CCD 0.75% Texans Credit Union 1/23/2010 1/23/2011 $77,712,673.75 Total Weighted Average Coupon: 0.24% Money Markets: $73,531,642.49 Weighted Average Maturity (Days): 20.58 Certificates of Deposits: $4,181,031.26 $77,712,673.75 tit Wylie City Council CITY OF WYLIE AGENDA REPORT q Meeting Date: 10-26-10 Item Number: D. Department: WEDC (City Secretary's Use Only) Prepared By: Sam Satterwhite Account Code: Date Prepared: 10-11-10 Budgeted Amount: Exhibits: 1 Subject Consider, and place on file, the Monthly Revenue and Expense Report for the Wylie Economic Development Corporation as of September 30, 2010. Recommendation Accept, and place on file, the monthly Revenue and Expense Report for the Wylie Economic Development Corporation as of September 30, 2010. Discussion The Wylie Economic Development Corporation (WEDC) Board of Directors approved the attached financials on October 22, 2010. Approved By Initial Date Department Director SS 10-11-10 City Manager 10 Ids,1(0 Page 1 of 1 10-13-2012 11:40 AM CITY OF WYLIE PAGE: 1 BALANCE SHEET AS OF: SEPTEMBER 30TH, 2010 111-WYLIE ECONOMIC DEVEL CORP ACCOUNT# TITLE ASSETS 1000-10110 CLAIM ON CASH AND CASH EQUIV. 751,053.23 1000-10115 CASH - WEDC - INWOOD 0.00 1000-10135 INWOOD BANK - ESCROW 0.00 1000-10180 DEPOSITS (EARNEST MONEY) 0.00 1000-10198 OTHER - MISC CLEARING 0.00 1000-10341 TEXPOOL 0.00 1000-10343 LOGIC 0.00 1000-10481 INTEREST RECEIVABLE 0.00 1000-11511 ACCTS REC - MISC 257.24 1000-11517 ACCTS REC - SALES TAX 0.01 1000-12996 LOAN REC - JACOBY 0.00 1000-12997 ACCTS REC - JTM TECH 0.00 1000-12998 ACCTS REC - SAVAGE 361,236.86 1000-14112 INVENTORY - MATERIAL/ SUPPLY 0.00 1000-14116 INVENTORY - LAND 2,836,595.17 1000-14118 INVENTORY - BAYCO/ SANDEN BLVD 0.00 1000-14310 PREPAID EXPENSES - MISC 0.00 1000-14410 DEFERRED CHARGES 337,614.20 4,286,756.71 TOTAL ASSETS 4,286,756.71 LIABILITIES 2000-20110 FEDERAL INCOME TAX PAYABLE 0.00 2000-20111 MEDICARE PAYABLE 0.00 2000-20112 CHILD SUPPORT PAYABLE 0.00 2000-20113 CREDIT UNION PAYABLE 0.00 2000-20114 IRS LEVY PAYABLE 0.00 2000-20115 NATIONWIDE DEFERRED COM? 0.00 2000-20116 HEALTH INSUR PAY-EMPLOYEE 22.43 2000-20117 TMRS PAYABLE 0.00 2000-20118 ROTH IRA PAYABLE 0.00 2000-20119 WORKERS COMP PAYABLE 0.00 2000-20120 FICA PAYABLE 0.00 2000-20121 TEC PAYABLE 0.00 2000-20122 STUDENT LOAN LEVY PAYABLE 0.00 2000-20123 ALIMONY PAYABLE 0.00 2000-20124 BANKRUPTCY PAYABLE 0.00 2000-20125 VALIC DEFERRED COMP 0.00 2000-20126 ICMA PAYABLE 0.00 2000-20130 FLEXIBLE SPENDING ACCOUNT 1,800.00 2000-20151 ACCRUED WAGES PAYABLE 0.00 2000-20180 ADDIT EMPLOYEE INSUR PAY 1.46 2000-20199 MISC PAYROLL PAYABLE 0.00 2000-20201 AP PENDING 9,739.85 2000-20210 ACCOUNTS PAYABLE 0.00 2003-20530 PROPERTY TAXES PAYABLE 0.00 2000-20540 NOTES PAYABLE 337,614.20 2000-20810 DUE TO GENERAL FUND 0.00 10-13-2010 11:40 AM CITY OF WYLIE PAGE: 2 BALANCE SHEET AS OF: SEPTEMBER 30Ti, 2010 i11-WYLIE ECONOMIC DEVEL CORP ACCOUNT# TITLE 2000-22270 DEFERRED REVENUE 262,319.66 2000-22915 RENTAL DEPOSITS 1,800.00 TOTAL LIABILITIES 613,297.60 EQUITY • 3000-34590 FUND BALANCE-UNRESERV/UNDESIG 3,812,134.15 TOTAL BEGINNING EQUITY 3,812,134.15 TOTAL REVENUE 1,193,175.14 TOTAL EXPENSES 1,331,850.18 REVENUE OVER/(UNDER) EXPENSES ( 138,675.04) TOTAL EQUITY & OVER/(UNDER) 3,673,459.11 TOTAL LIABILITIES, EQUITY & OVER/(UNDER) 4,286,756.71. 10-13-2010 11:40 AM CITY OF WYLIE PAGE: 1 BALANCE SHEET AS OF: SEPTEMBER 30TH, 2010 922-GEN LONG TERM DEBT (WEDC) ACCOUNT# TITLE ASSETS :000-10312 GOVERNMENT NOTES 0.00 1000-18110 LOAN - 'WEDC 0.00 1000-18120 LOAN - BIRMINGHAM 0.00 1000-18210 AMOUNT TO BE PROVIDED 0.00 1000-18220 BIRMINGHAM LOAN 0.00 0.00 TOTAL ASSETS 0.00 LIABILITIES 2000-20310 COMPENSATED ABSENCES PAYABLE 36,069.68 2000-20311 COMP ABSENCES PAYABLE-CURRENT 0.00 2000-21410 AIP - GO/CO BONDS 0.00 2000-28205 WEDC LOANS - CURRENT 0.00 2000-28220 BIRMINGHAM LOAN 0.00 2000-28230 INWOOD LOAN 446,505.57 2000-28240 HUGHES LOAN 222,478.21 2000-28250 CITY OF WYLIE LOAN 0.00 2000-28260 PRIME KUTS LOAN 175,505.00 2000-28270 BOWLAND/ANDERSON LOAN 0.00 2000-28280 CAPITAL ONE CAZAD LOAN 0.00 TOTAL LIABILITIES 880,558.66 EQUITY 3000-34590 FUND BALANCE-UNRESERV/UNDESIG( 880,558.66) TOTAL BEGINNING EQUITY ( 880,558.66) TOTAL REVENUE 0.00 TOTAL EXPENSES 0.00 REVENUE OVER/(UNDER) EXPENSES 0.00 TOTAL EQUITY & OVER/(UNDER) ( 880,558.66) TOTAL LIABILITIES, EQUITY & OVER/(UNDER) 0.00 10-13-2010 11:38 AM CITY OF WYLIE PAGE: 1 REVENUE AND EXPENSE REPORT - (UNAUDITED) AS OF: SEPTEMBER 30TH, 2010 111-WYLIE ECONOMIC DEVEL CORP FINANCIAL SUMMARY CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET % OF BUDGET PERIOD PO ADJUST. ACTUAL ENCUMBRANCE BALANCE BUDGET REVENUE SUMMARY TAXES 1,295,556.00 98,101.66 0.00 1,102,390.69 0.00 193,165.31 85.09 INTEREST INCOME 3,000.00 155.69 0.00 1,974.26 0.00 1,025.74 65.81 MISCELLANEOUS INCOME 82,900.00 5,578.67 0.00 88,810.19 0.00 ( 5,910.19) 107.13 OTHER FINANCING SOURCES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL REVENUES 1,381,456.00 103,836.02 0.00 1,193,175.14 0.00 188,280.86 86.37 EXPENDITURE SUMMARY DEVELOPMENT CORP-WEDC 2,092,321.00 121,915.75 0,001,331,850.18 361.52 760,109.30 63.67 TOTAL EXPENDITURES 2,092,321.00 121,915.75 0.00 1,331,850.18 361.52 760,109.30 63.67 REVENUE OVER/(UNDER) EXPENDITURES ( 710,865.00) ( 18,079.73) 0.00 ( 138,675..04) ( 361.52) ( 571,828.44) 19.56 10-13-2010 11:38 AM CITY OF WYLIE PAGE: 2 REVENUE AND EXPENSE REPORT - (UNAUDITED) AS OF: SEPTEMBER 30TH, 2010 111-WYLIE ECONOMIC REVEL OCR? REVENUES CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET S OF BUDGET PERIOD PO ADJUST. ACTUAL ENCUMBRANCE BALANCE BUDGET TAXES 4000-40210 SALES TAX 1,295,556.00 98,101.66 0.00 1,102,390.69 0.00 193,165.31 85.09 TOTAL TAXES 1,295,556.00 98,1)1.66 0.00 1,102,390.69 0.00 193,165.31 85.09 INTEREST INCOME 4000-46050 CERTIFICATE OF DEPOSIT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4000-46110 ALLOCATED INTEREST EARNINGS 3,000.00 155.69 0.00 1,974.26 0.00 1,025.74 65.81 4000-46140 TEXPOOL INTEREST 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4000-46143 LOGIC INTEREST 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4000-46210 BANK MONEY MARKET INTEREST 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL INTEREST INCOME 3,000.00 155.69 0.00 1,974.26 0.00 1,025.74 65.81 MISCELLANEOUS INCOME 4000-48110 RENTAL INCOME 82,900.00 4,800.00 0.00 63,747.10 0.00 19,152.90 76.90 4000-48310 RECOVERY - PRIOR YEAR EXPEN 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4000-48410 MISCELLANEOUS INCOME 0.00 778.67 0.00 25,063.09 0.00 ( 25,063.09) 0.00 4000-48430 GAIN ON SALE OF PROPERTY 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL MISCELLANEOUS INCOME 82,900.00 5,578.67 0.00 88,810.19 0.00 ( 5,910.19) 107.13 OTHER FINANCING SOURCES 4000-49160 TRANSFER FROM GENERAL FUND 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4000-49325 BANK NOTE PROCEEDS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL OTHER FINANCING SOURCES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL REVENUES 1,381,456.00 103,836.02 0.00 1,193,175.14 0.00 188,280.86 86.37 10-13-2010 11:38 AN CITY OF WYLIE PAGE: 3 REVENUE AND EXPENSE REPORT - (UNAUDITED) AS OF: SEPTEMBER 30TH, 2010 111-WYLIE ECONOMIC DEVEL CORP DEVELOPMENT CORP-WEDC DEPARTMENTAL EXPENDITURES CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-O BUDGET % OF BUDGET PERIOD PO ADJUST. ACTUAL ENCUMBRANCE BALANCE BUDGET PERSONNEL SERVICES 5611-51110 SALARIES 166,778.00 12,332.50 0.00 161,681.42 0.00 5,396.58 96.94 5611-51130 OVERTIME 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51140 LONGEVITY_ PAY 960.00 0.00 0.00 868.00 0.00 92.00 90.42 5611-51145 SICK LEAVE BUYBACK 1,924.00 0.00 0.00 1,925.04 0.00 ( 1.04) 100.05 5611-51160 CERTIFICATION INCENTIVE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51170 PARAMEDIC INCENTIVE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51210 CAR ALLOWANCE 11,320.00 870.78 0.00 10,971.83 0.00 348.17 96.92 5611-51220 PHONE ALLOWANCE 3,456.00 265.84 0.00 3,347.74 0.00 108.26 96.87 5611-51230 CLOTHING ALLOWANCE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51310 TMRS 20,142.00 1,529.62 0.00 19,121.67 0.00 1,020.33 94.93 5611-51410 HOSPITAL & LIFE INSURANCE 15,145.00 1,355.06 0.00 16,012.38 0.00 ( 867.38) 105.73 5611-51420 LONG-TERM DISABILITY 951.00 0.00 0.00 458.64 3.00 492.36 48.23 5611-51440 FICA 11,404.00 847.49 0.00 8,889.31 0.00 2,514.69 77.95 5611-51450 MEDICARE 2,667.00 198.20 0.00 2,536.65 0.00 130.35 95.11 5611-51470 WORKERS COMP PREMIUM 464.00 0.00 0.00 384.85 0.00 79.15 82.94 5611-51480 UNEMPLOYMENT COMP (TWC) 540.00 0.00 0.00 378.00 0.00 162.00 70.00 TOTAL PERSONNEL SERVICES 235,751.00 17,899.49 0.00 226,575.53 0.00 9,175.47 96.11 SUPPLIES 5611-52010 OFFFICE SUPPLIES 4,750.00 328.63 0.00 3,700.93 0.00 1,049.07 77.91 5611-52040 POSTAGE & FREIGHT 1,250.00 0.00 0.00 390.64 0.00 859.36 31.25 5611-52130 TOOLS/ EQUIP - UNDER $100 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-52810 FOOD SUPPLIES 5,872.00 818.94 0.00 4,644.04 0.00 1,227.96 79.09 5611-52990 OTHER 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL SUPPLIES 11,872.00 1,147.57 0.00 8,735.61 0.00 3,136.39 73.58 MATERIALS FOR MAINTENANC 5611-54630 TOOLS & EQUIPMENT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-54810 COMPUTER HARD/SOFTWARE 3,500.00 225.00 0.00 2,901.44 0.00 598.56 82.90 5611-54990 OTHER 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL MATERIALS FOR MAINTENANC 3,500.00 225.00 0.00 2,901.44 0.00 598.56 82.90 CONTRACTUAL SERVICES 5611-56030 INCENTIVES 1,163,826.00 63,390.62 0.00 500,175.75 0.00 663,650.25 42.98 5611-56040 SPECIAL SERVICES 43,430.00 5,312.59 0.00 43,279.54 0.00 150.46 99.65 5611-56080 ADVERTISING 32,860.00 3,772.76 0.00 27,703.80 0.00 5,156.20 84.31 5611-56090 COMMUNITY DEVELOPMENT 42,363.00 150.00 0.00 37,862.62 0.00 4,500.38 89.38 5611-56110 COMMUNICATIONS 3,840.00 205.72 0.00 3,752.60 0.00 87.40 97.72 5611-56180 RENTAL 16,900.00 629.68 0.00 16,798.87 361.52 ( 260.39) 101.54 5611-56210 TRAVEL & TRAINING 25,452.00 290.24 0.00 10,206.87 0.00 15,245.13 40.10 5611-56250 DUES & SUBSCRIPTIONS 8,163.00 300.00 0.00 6,501.20 0.00 1,661.80 79.64 5611-56310 INSURANCE 303.00 0.00 0.00 303.00 0.00 0.00 100.00 5611-56510 AUDIT & LEGAL SERVICES 12,600.00 7,832.28 0.00 14,404.28 0.00 ( 1,804.28) 114.32 5611-56570 ENGINEERING/ARCHITECTURAL 12,956.00 3,442.50 0.00 7,452.50 0.00 5,503.50 57.52 5611-56610 UTILITIES-ELECTRIC 3,500.00 308.66 0.00 3,208.74 0.00 291.26 91.68 TOTAL CONTRACTUAL SERVICES 1,366,193.00 85,835.05 0.00 671,649.77 361.52 694,181.71 49.19 10-13-2010 11:38 AM CITY OF WYLIE PAGE: 4 REVENUE AND EXPENSE REPORT - (UNAUDITED) AS OF: SEPTEMBER 30TH, 2010 111-WYLIE ECONOMIC DEVEL CORP DEVELOPMENT CORP-WEDC DEPARTMENTAL EXPENDITURES CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET % OF BUDGET PERIOD PO ADJUST. ACTUAL ENCUMBRANCE BALANCE BUDGET DEBT SERVICE & CAP. REPS 5611-57110 DEBT SERVICE-BOND DEBT 413,277.73 15,808.64 0.00 414,808.68 0.00 ( 1,530.95) 100.37 5611-57710 BAD DEBT EXPENSE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL DEBT SERVICE & CAP. REPL 413,277.73 15,808.64 0.00 414,808.68 0.00 ( 1,530.95) 100.37 CAPITAL OUTLAY 5611-58110 LAND-PURCHASE PRICE 54,727.27 1,000.00 0.00 26,170.77 0.00 28,556.50 47.82 5611-58120 DEVELOPMENT FEES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-58210 STREETS & ALLEYS 0.00 0.00 0.00 0,00 0.00 0.00 0.00 5611-58810 COMPUTER HARD/SOFTWARE 2,000.00 0.00 0.00 1,179.15 0.00 820.85 58.96 5611-58830 FURNITURE & FIXTURES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-58995 CONTRA CAPITAL OUTLAY 0.00 0.00 0.00 ( 25,170.77) 0.00 25,170.77 0.00 TOTAL CAPITAL OUTLAY 56,727.27 1,000.00 0.00 2,179.15 0.00 54,548.12 3.84 OTHER FINANCING (USES) 5611-59111 TRANSFER TO GENERAL FUND 5,000.00 0.00 0.00 5,000.00 0.00 0.00 100.00 5611-59190 TRANSFER TO THORUGHFARE IMP 0.00 0.00 0.00 0.00 0.0C 0.0C 0.00 5611-59990 PROJECT ACCOUNTING 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL OTHER FINANCING (USES) 5,000.00 0.00 0.00 5,000.00 0.00 0.00 100.00 TOTAL DEVELOPMENT CORP-WEDC 2,092,321.00 121,915.75 0.00 1,331,850.18 361.52 760,109.30 63.67 TOTAL EXPENDITURES 2,092,321.00 121,915.75 0.00 1,331,850.18 361.52 760,109.30 63.67 REVENUE OVER (UNDER) EXPENDITURES ( 710,865.00) ( 18,079.73) 0.00 ( 138,675.04) ( 361.52) ( 571,828.44) 19.56 +«. END OF REPORT `"* Wylie Economic Development Corporation Balance Sheet Sub ledger September 30, 2010 Notes Payable Date of Rate of Purchase Payment Beginning Bal. Principal Interest Interest Principal Balance August 31, 2010 $856,288.87 Inwood(#599494.35 of 121 8/26/05 $9,494.35 $453,825.34 7,319.77 $2,174.58 5.75 $446,505.57 Hughes(#50 of 120) 7/25/06 3,774.70 225,127.49 2,649.06 1,125.64 6.00 222,478.43 Prime Kuts (#34 of 120) 10/8/07 2,539.59 177,158.80 1,653.80 885.79 6.00 175,505.00 September 30, 2010 11,622.63 $4,186.01 $844,489.00 Note: Principal and Interest payments vary by date of payment. Wylie Economic Development Corporation Balance Sheet Subledger September 30, 2010 Inventory- Land Date of Pur. Address Acreage Improvements (sq. ft.) Cost Basis McMasters 7/12/05 709 Cooper 0.48 n/a 202,045.00 Heath 12/28/05 706 Cooper 0.46 3,625 186,934.22 Perry 9/13/06 707 Cooper 0.491 n/a 200,224.00 Bowland/Anderson 10/9/07 Cooper Dr. 0.372 n/a 106,418.50 KCS 8/1/08 Cooper Dr. 0.406 n/a 60,207.87 Hughes 7/25/06 211 -212 Industrial 0.74 10,000 420,361.21 R.O.W. 0.18 41,585.26 Prime Kuts 10/8/07 207 Industrial 0.20 4,550 229,284.00 R.O.W. 0.11 n/a 77,380.45 Cazad 3/17/08 210 Industrial 0.27 3,900 200,781.55 Ferrell 9/29/05 2806 F.M. 544 1.09 n/a 239,372.00 Sale of R.O.W. 2/14/07 -0.09 -20,094.48 Crossroads 6/12/09 2804 F.M. 544 0.44 4,750 171,842.02 Regency Pk. 6/4/10 25 Steel Road 0.65 n/a 25,170.77 Premier Plaza 8/26/05 Martinez Lane 25.00 n/a 639,000.00 Sale to Savage 5/28/08 -3.87 -98,917.20 Premier Industrial Park 7/12/07 Hensley 3.2 n/a 155,000.00 Total 30.12 2,836,595.17 *A Journal entry was made by auditors to adjust the cost of the Hughes land by$4,638.79. This amount was for taxes owed and therefore not part of the land value. *Prime Kuts total purchase price was $306,664.45. The distribution between 207 Industrial and R.O.W. purchased was developed by Seller for tax purposes. WYLIE ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE FOR THE MONTH OF OCTOBER 2010 MONTH WEDC WEDC WEDC DIFF % DIFF 2008 2009 2010 09 VS 10 09 VS 10 DECEMBER $82,384 $90,500 $81,014 -$9,486 -10.48% JANUARY 89,898 101,531 91,593 -9,938 -9.79% FEBRUARY 132,441 145,246 153,281 8,035 5.53% MARCH 86,460 87,584 89,717 2,133 2.43% APRIL 86,004 86,040 89,119 3,079 3.58% MAY 130,208 130,966 144,953 13,987 10.68% JUNE 99,523 94,993 111,174 16,181 17.03% JULY 98,845 95,282 99,065 3,783 3.97% AUGUST 132,563 117,541 144,373 26,832 22.83% SEPTEMBER 112,165 104,015 98,102 -5,913 -5.68% OCTOBER 100,202 100,312 96,010 -4,301 -4.29% NOVEMBER 142,985 144,326 Sub-Total $1,293,678 $1,298,336 $1,198,401 $44,392 3.85% AUDIT ADJ TOTAL $1,293,678 $1,298,336 $1,198,401 $44,392 3.85% WEDC SALES TAX ANALYSIS $180,000 -.-._- ----- _ -_ $160,000 - $140,000 $120,000 0, .' $100,000 j. + . $80,000 h 02009 <.. x 1: IAI1III $40,000 l F� 1 '.' it+ `,' F l ii . 1,1 ; 4,1 ;f, ,IA 1 li ,4 ,i 1 li; 4:_ - $o j. ,? 1 , 45 cD f0 F2 a cl C 7 7 d I C 7 Q 2 2' ' 7 2 I U N cII Q c- O 8 U ' CDZ Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: October 26, 2010 Item Number: 1. Department: Planning (City Secretary's Use Only) Prepared By: Renae' 011ie Account Code: Date Prepared: October 13, 2010 Budgeted Amount: Exhibits: Subject Tabled Item 9-14-2010 Motion to remove from the table and: Consider, and act upon, amending Zoning Ordinance 2006-04, Article 5, Section 5.1.J (Accessory Uses); allowing for and providing certain safeguards relating to Home Occupations. ZC2010-04 Recommendation Motion to re-table amending regulations to Zoning Ordinance 2006-04, Article 5, Section 5.1.J (Accessory Uses); allowing for and providing certain safeguards relating to Home Occupations to January 11, 2011 and to remand back to Planning& Zoning Commission for further review. ZC2010-04 Discussion At its September 14th meeting it was directed by Council to hold a joint work session with the Planning and Zoning Commission to further discuss amendments to Section 5.1.J Accessory Uses, 9, as it relates to Home Occupations. Home Occupations are currently allowed in the City and has been since the adoption of Ordinance No. 62-5 with somewhat restricted regulations. The Ordinance as adopted in 1985 specifically did not allow customers to retrieve items from the business owner's residence. The current ordinance states that "there shall be no sale of merchandise which requires customers to go to the property". Today many consumers purchase items via the interne, telephone, or at product-sponsored home parties. Some of these transactions, due to State and Federal regulations, have additional steps in the process that necessitates the products being delivered to the sellers address and not to the customer who originally made the purchase. A change to the Home Occupation Ordinance would continue promoting entrepreneurship while maintaining the residential integrity of the neighborhood. As a result of the Joint Work Session held with P&Z, and valuable citizen input direction from Council was to bring the tabled item back to the October 26, 2010 City Council meeting to determine the next course of action. Approved By Initial Date Department Director RO 10/13/10 City Manager (1116\ Page 1 of 2 Wylie City Council CITY:F WYLIE AGENDA REPORT Meeting Date: October 26, 2010 Item Number: 2. Department: Finance (City Secretary's Use Only) Prepared By: Linda Bantz Account Code: Date Prepared: October 15, 2010 Budgeted Amount: Lease Agreement, Resolution Exhibits: & Exhibits Subject Consider, and act upon, Resolution 2010-33(R) authorizing the City Manager to enter into a lease purchase contract with Chase Equipment Finance for the purchase of cardio fitness equipment from Fitco for the new Wylie Recreation Center. Recommendation A motion to approve Resolution 2010-33(R) authorizing the City Manager to enter into a lease purchase contract with Chase Equipment Finance for the purchase of cardio fitness equipment from Fitco for the new Wylie Recreation Center. Discussion Staff has researched various options for cardio fitness equipment for the new Wylie Recreation Center and determined the equipment from Fitco Fitness Center Outfitters to be the best option. This will include treadmills, elliptical cross trainers, recumbent bikes, adaptive motion trainers, step mills, stair climbers, stair masters, rowing machines and spin bikes. The equipment will cost $258,520 and the monthly payments will cost approximately $5,725 over a four year period with an interest rate through Chase Equipment Finance of about 3.01%. $75,000 was budgeted for FY 2010-11 to make these payments. It is purchased from the Buy Board state contract. Approved By Initial Date Department Director LB'n 10/,15/10 City Manager tnt \ 10/ /0 RESOLUTION NO. 2010-33(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, HEREBY AUTHORIZING THE CITY MANAGER OF THE CITY OF WYLIE, TEXAS TO EXECUTE AN AGREEMENT AND ANY OTHER RELATED DOCUMENTS BY AND BETWEEN CHASE EQUIPMENT FINANCE AND THE CITY OF WYLIE, TEXAS, FOR THE LEASE PURCHASE OF EQUIPMENT FOR A RECREATION CENTER. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: The City Manager of the City of Wylie, Texas, is hereby authorized to execute, on behalf of the City Council of the City of Wylie, Texas, an agreement and any other related documents by and between Chase Equipment Finance and the City of Wylie, Texas, for the lease purchase of equipment for a recreation center attached hereto as Exhibit"A". SECTION 2: This Resolution shall take effect immediately upon its passage. DULY PASSED AND APRPOVED by the City Council of the City of Wylie, Texas on this the 26th day of October, 2010. Eric Hogue, Mayor ATTEST TO: Carole Ehrlich, City Secretary Resolution No.2010-33(R) Agreement for the Lease Purchase of Equipment for a Recreation Center EXHIBIT A CHASE 0 MASTER LEASE-PURCHASE AGREEMENT Dated As of: OCTOBER 29,2010 Lessee: CITY OF'WYLIE,TEXAS This Master Lease-Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time he amended, modified or supplemented ("Master Lease") is made and entered by and between CHASE EQUIPMENT FINANCE, INC.("Lessor")and the lessee identified above("Lessee"). LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee,and Lessee agrees to lease from Lessor,all Equipment described in each Schedule signed from time to time by Lessee and Lessor. 2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda, riders, attachments,certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms and conditions of the Master Lease. (b) "Lease" means any one Schedule and this Master Lease as incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance, judgment,execution,attachment, warrant, writ,levy,other judicial process or claim of any nature whatsoever by or of any person, 3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Tenn")commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof or on the date specified in the Schedule for such Lease and, unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease. 4, RENT PAYMENTS. 4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in the Payment Schedule attached to the Schedule("Rent Payments"). A portion of each Rent Payment is paid as and represents the payment of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to pay Rent Payments including interest therein accrues as of the Accrual Date stated in the Schedule or its Payment Schedule; provided, that no Rent Payment is due until Lessee accepts the Equipment under the Lease or the parties execute an escrow agreement. Rent Payments will be payable for the Lease Term in U.S.dollars,without notice or demand at the office of Lessor(or such other place as Lessor may designate from time to time in writing). 4.2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor on demand as a late charge five per cent(5%)of such overdue amount,limited,however,to the maximum amount allowed by law. 4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PA YMENTS UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOE'F, DEFENSE, COUNTERCLAIM,ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. 5. DELIVERY;ACCEPTANCE;FUNDING CONDITIONS. 5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the Schedule("Location")by Equipment suppliers("Suppliers")selected by Lessee. Lessee shall pay all costs related thereto. 5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers a Schedule and if all Funding Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule ("Purchase Price")to the applicable Supplier. Page 1 of 6 5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the following: (a) Lessee has signed and delivered the Schedule and its Payment Schedule; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (collectively,the"Code"); (d)no material adverse change shall have occurred in the financial condition of Lessee or any Supplier;(c) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens(except Lessor's Liens); (f)all representations of Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: (1)evidence of insurance coverage required by the Lease;(2)an opinion of Lessee's counsel; (3)reasonably detailed invoices for the Equipment;(4)Uniform Commercial Code(UCC) financing statements; (5) copies of resolutions by Lessee's governing body authorizing the Lease and incumbency certificates for the person(s)who will sign the Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation; IRS Form 8038G or 8038GC)as Lessor may request;and(7)such other documents and information previously identified by Lessor or otherwise reasonably requested by Lessor. 6.TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS. 6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences;and that it currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Without contractually committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully he appropriated therefor. Lessee directs the person in charge of its budget requests to include the Rent Payments payable during each fiscal year in the budget request presented to Lessee's governing body for such fiscal year; provided, that Lessee's governing body retains authority to approve or reject any such budget request. All Rent Payments shall be payable out of the general funds of Lessee or out of other funds legally appropriated therefor. Lessor agrees that no Lease will be a general obligation of Lessee and no Lease shall constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee. 6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments due under a Lease and if other funds are not legally appropriated for such payments, then a "Non-Appropriation Event" shall be deemed to have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non- Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return to Lessor all,but not less than all,of the Equipment covered by the affected Lease,at Lessee's sole expense, in accordance with Section 21 hereof; and(c)the affected Lease shall terminate on the Return Date without penalty to Lessee, provided,that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been appropriated, provided further,that Lessee shall pay month-to-month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2. "Return Date" means the last day of the fiscal year for which appropriations were made for the Rent Payments due under a Lease. 7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO THE VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or Supplier's product warranties or guaranties, (d)no manufacturer or Supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of said parties shall not be binding upon Lessor, 8,TITLE;SECURITY INTEREST. 8.1 Upon Lessee's acceptance of any Equipment under a Lease,title to the Equipment shall vest in Lessee,subject to Lessor's security interest therein and all of Lessor's other rights under such Lease including,without limitation,Sections 6,20 and 21 hereof. 8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in any and all of the Equipment(now existing or hereafter acquired)and any and all proceeds thereof.Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest,including, without limitation,UCC financing statements and any amendments thereto. Page 2 of 6 8.3 "Secured Obligations" means Lessee's obligations to pay all Rent.Payments and all other amounts due and payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent,due or to become due,or existing or hereafter arising)of Lessee under all present and future Leases. 9.PERSONAL PROPERTY.All Equipment is and will remain personal property and will not he deemed to be affixed or attached to real estate or any building thereon. 10.MAINTENANCE AND OPERATION. Lessee agrees it shall,at its sole expense: (a)repair and maintain all Equipment in good condition and working order and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; and(b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements ("improvements") to any Equipment without Lessor's prior written consent unless the Improvements may be readily removed without damage to the operation,value or utility of such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease shall automatically become part of the Equipment. 11. LOCATION; INSPECTION. Equipment will not be removed from,or if Equipment is rolling stock its permanent base will not be changed from, the Location without Lessor's prior written consent which will not he unreasonably withheld. Upon reasonable notice to Lessee,Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment. 12.LIENS,SUBLEASES AND'TAXES. 12.1 Lessee shall keep all Equipment free and clear of all Liens except.those Liens created under its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. 12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when due,Lessor shall have the right,but not the obligation,to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future taxes, levies,duties,assessments or other governmental charges that are not based on the net income of Lessor,whether they are assessed to or payable by Lessee or Lessor, including, without limitation(a)sales,use,excise,licensing, registration,titling,gross receipts,stamp and personal property taxes,and(b)interest,penalties or tines on any of the foregoing. 13.RISK OF LOSS. 12.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section 13. 13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall,unless otherwise directed by Lessor,immediately repair the same. 13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"),then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens), in which event such replacement equipment shall automatically be Equipment under the applicable Lease, and deliver to Lessor true and complete copies of the invoice or bill of sale covering the replacement equipment; or(b)on earlier of 60 days after the Casualty Loss or the next scheduled Rent Payment date, pay Lessor(i) all amounts owed by Lessee under the applicable Lease, including the Rent Payments due on or accrued through such date plus (ii) an amount equal to the Termination Value as of the Rent Payment date(or if the Casualty Loss payment is due between Rent Payment dates,then as of the Rent Payment date preceding the date that the Casualty Loss payment is due) set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to he paid by Lessee with respect to the Lost Equipment and a revised Payment Schedule. 13.4 To the extent not prohibited by State law, Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses(including reasonable attomey's fees), damages or tosses arising under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These Page 3 of 6 obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses(including attorney's fees), damages or losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor. 14. INSURANCE. 14.1 (a)Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount not less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable to Lessor as loss payee. (b) Lessee at its sole expense shall at all times carry public liability and third party property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall be payable first to Lessor as additional insured to the extent of its liability,and then to Lessee. 14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof Each insurance policy will require that the insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's interests remain insured regardless of any act, error,misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any right of contribution from insurance which may be maintained by Lessor. 15. PREPAYMENT OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing,Lessee shall have the option to prepayment Lessee's obligations under a Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due(including accrued interest, if any) for such Lease plus the Termination Value amount set forth on the Payment Schedule to such Lease for such date. Upon satisfaction by Lessee of such prepayment conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment"AS-IS, WHERE-IS", without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor. 16, LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby represents and warrants to Lessor that: (a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease,and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body;(b)the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or violation of, nor constitute a default under, any agreement,lease or other instrument to which Lessee is a party or by which Lessee's properties may be bound or affected; (e)there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect on Lessee's ability to perform its obligations under the lease; and (0 Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof. 17. TAX COVENANTS. Lessee hereby covenants and agrees that: (a) Lessee shall comply with all of the requirements of Section 149(a)and Section 149(e)of the Code,as the same may be amended from time to time,and such compliance shall include,but not be limited to,executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by Lessor; (b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the meaning of Section 141(a)of the Code; and(c)Lessee shall not do(or cause to be done)any act which will cause,or by omission of any act allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code. 18.ASSIGNMENT, 18.1 Lessee shall not assign, transfer,pledge,hypothecate,nor grant any Lien on, nor otherwise dispose of,any Lease or any Equipment or any interest in any Lease or Equipment. 18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lienholder(an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any Page 4 of 6 such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or reassignment of any of Lessor's right,title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of assignment which discloses the name and address of each such Assignee; provided, that such notice from Lessor to Lessee of any assignment shall not be so required if Lessor assigns a Lease to JPMOR.GAN CHASE&CO.any of its direct or indirect subsidiaries. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Section 149(a) of the Code and for such purpose, Lessee hereby appoints Lessor (or Lessor's designee) as the hook entry and registration agent to keep a complete and accurate record of any and all assignments of any Lease. Lessee agrees to acknowledge in writing any such assignments if so requested. 18.3 Each Assignee of a Lease hereby agrees that: (a)the term Secured Obligations as used in Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under any Non-Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non- Assigned Lease or any Equipment covered by any Non-Assigned Lease; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to a single Assignee pursuant to a written agreement;and"Non-Assigned Leases" means all Leases excluding the Assigned Leases. 18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment(or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten(10)days after the due date thereof; (b) Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it under the Lease and such 'failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false,misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets,or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or(f) Lessee shall be in default under any other Lease or under any other financing agreement executed at any time with Lessor, 20.REMEDIES. If any Event of Default occurs,then Lessor may,at its option,exercise any one or more of the following remedies: (a)Lessor may require Lessee to pay(and Lessee agrees that it shall pay) all amounts then currently due under all Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of Default occurs together with interest on such amounts at the rate of twelve percent (12%) per annum (but not to exceed the highest rate permitted by applicable law)from the date of Lessor's demand for such payment; (h) Lessor may require Lessee to promptly return all Equipment under all or any of the Leases to Lessor in the manner set forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any Equipment is located and repossess any Equipment without demand or notice, without any court order or other process of law and without liability for any damage occasioned by such repossession; (c) Lessor may sell, lease or otherwise dispose of any Equipment under all or any of the Leases,in whole or in part, in one or more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this Section and under clause(I)below of this Section,then such excess amount shall be remitted by Lessor to Lessee; (d)Lessor may terminate,cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, remedy or privilege which may he available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease;and/or (t) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section, including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment. Page 5 of 6 None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof,nor as an acquiescence in any default, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy. 21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease,including any termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to Lessor(all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any Liens(except Lessor's Lien)and shall comply with all applicable laws and regulations. Until Equipment is returned as required above, all terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such Equipment. 22. LAW GOVERNING.Each Lease shall he governed by the laws of the state of where Lessee is located(the"State"). 23. NOTICES.All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by regular or certified mail or sent by an overnight courier delivery company to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notices shall be deemed to have been received five(5)days subsequent to mailing. 24. FINANCIAL INFORMATION. As soon as they are available after their completion in each fiscal year of Lessee during any Lease Term,Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee. 25. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only and do not define or limit the scope of any provision of any Lease. 26. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in several counterparts, each of which shall be deemed an original,but all of which shall be deemed one instrument. If more than one counterpart of each Schedule is executed by Lessee and Lessor,then only one may be marked "Lessor's Original"by Lessor. A security interest in any Schedule may be created through transfer and possession only of: the sole original of said Schedule if there is only one original; or the counterpart marked"Lessor's Original"if there are multiple counterparts of said Schedule. 27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits, schedules and addenda attached thereto and made a part hereof and other attachments thereto constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and such Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. CITY OF WYLIE,TEXAS CHASE EQUIPMENT FINANCE,INC. (Lessee) (Lessor) By: __.__._____ By: Title: Title:funding Manager, Page 6 of 6 SCHEDULE A-1 Equipment Description Lease Schedule No. 1000134446 dated OCTOBER 29,2010 The Equipment described below includes all attachments,additions,accessions, parts, repairs, improvements, replacements and substitutions thereto. Equipment Location: Wylie Recreation Center 300 Country Club Road, Bldg.200 Wylie,TX 75098 Equipment Description: Various recreation equipment to be more fully described when paid via the escrow process. Qty Manufacturer Part Number Description 10 PRECOR C956i Exper PRECOR C956i Experience Series Treadmill 4 PRECOR C546i ES Elliptical Crosstrainer ES 6 PRECOR C576i ES Total Body Elliptical w/Adj Cross Ramp 4 PRECOR C815iR ES Recumbent Bike ES 4 PRECOR AMT Adaptive Motion Trainer 2 STAIRMASTER SM916 Stepmill 2 STAIRMASTER SC916 Stair Climber 4 STAIRMASTER NV 915 STAIRMASTER NV 915 Personal View Screen w/mount 2 TRIXTER XD100A1 X-Dream Interactive Bike 2 CONCEPT 2 Rowing Machine 10 CT-PGPVT512W 1 DTL31 12"PVS Screen Treadmills(PEP for iPod) 18 CT-PGPVN512W 1 DTL31 12"PVS Screen Non Tread(PEP for iPod) 19 TRIXTER X-1000 Spin Bike with moving handlebars and 2 resistance shifters 1 Fitness AV Works Misc Cabling and AV install as per quote+track side 1 TRAINING TRIXTER TRAINING-for Spin Instructors Expected Equipment Purchase Price $258,520.00 Minus Lessee Down Payment/Trade-in $0.00 Net Amount Financed $258.520.00 This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease Schedule. CITY OF WYLIE,TEXAS CHASE EQUIPMENT FINANCE, INC. (Lessee) (Lessor) By: By: Title: Title: ESCROW AGREEMENT/DRAFT Dated as of 10/29/2010 (Gross Fund-Earnings to Lessee) This Escrow Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be amended, modified or supplemented ("Agreement")is made and entered as of the date set forth above by and among the Escrow Agent identified below("Escrow Agent"),the Lessee identified below("Lessee")and CHASE EQUIPMENT FINANCE, INC. ("Lessor"). As used herein, "Party"shall mean any of Lessee, Lessor or Escrow Agent,and"Parties"shall mean all of Lessee, Lessor and Escrow Agent. Escrow Agent: JPMorgan Chase Bank,N.A. Lessee: CITY OF WYLIE,TEXAS For good and valuable consideration, receipt of which is hereby acknowledged,the parties hereto agree as follows: Section 1. Recitals. 1.01 Lessor and Lessee have entered into the Lease identified below whereby Lessor has agreed to lease and sell certain property described therein (the"Equipment")to Lessee, and Lessee has agreed to lease and purchase the Equipment from Lessor, in the manner and on the terms set forth in the Lease. 1.02 "Lease"means, collectively, the Lease Schedule identified below and the Master Lease-Purchase Agreement identified in said Lease Schedule(to the extent that it relates to said Lease Schedule)together with all exhibits, schedules, addenda, riders and attachments thereto. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with , the terms and conditions of any other agreement, instrument or document between Lessee and Lessor, in connection herewith, if any, including without limitation the Lease, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any such obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement,those of the Lease, any schedule or exhibit attached to the Escrow Agreement,or any other agreement among the Parties,the terms and conditions of this Escrow Agreement shall control. Lease Schedule No.1000134446 1.03 LESSOR'S DEPOSIT: $258.520.00. Lessor shall pay or cause to be paid to the Escrow Agent the amount of the Lessor's Deposit which will be credited to the Equipment Acquisition Fund established in Section 2 hereof. To the extent that the purchase price of the Equipment exceeds the Lessor's Deposit, Lessee shall either deposit with Escrow Agent funds which will be credited to the Equipment Acquisition Fund and used to pay the balance of the purchase price of the Equipment or Lessee shall pay such balance directly to the suppliers. 1.04 FUNDING EXPIRATION DATE: 11/30/2011. Lessee and Lessor agree that all Equipment should be delivered and installed,and all funds disbursed from the Equipment Acquisition Fund,no later than the above Funding Expiration Date. 1.05 Under the Lease, Lessee will cause each item of Equipment to be ordered from the applicable suppliers. Lessee shall furnish to Lessor as soon as available, a copy of the purchase orders or purchase contracts for all Equipment ordered pursuant to the Lease,showing the supplier,the purchase price and the estimated delivery dates. 1.06 Subject to such control by Lessee and Lessor as is provided herein, Lessor and Lessee agree to employ the Escrow Agent to receive, hold, invest and disburse the moneys to be paid to the Escrow Agent as described in this Agreement. The Escrow Agent shall not be obligated to assume or perform any obligation of Lessee or Lessor under the Lease or of any supplier with respect to any Equipment by reason of anything contained in this Agreement.Any funds in the Equipment Acquisition Fund not needed to pay the purchase price of Equipment will be paid to Lessor or Lessee,all as hereinafter provided. 1.07 This Agreement is not intended to alter or change in any way the rights and obligations of Lessor and Lessee under the Lease, but is entirely supplemental thereto. The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part,only by a writing signed by all Parties. 1.08 Each of the parties hereto has authority to enter into this Agreement, and has taken all actions necessary to authorize the execution of this Agreement by the officers whose signatures are affixed hereto. Where, however,the conflicting provisions of any such applicable law may be waived, they are hereby irrevocably waived by the Parties hereto to the fullest extent permitted by law, to the end that this Agreement shall be enforced as written. Section 2. Equipment Acquisition Fund. 2.01 The Escrow Agent shall establish a special escrow fund designated as the Equipment Acquisition Fund (the"Equipment Acquisition Fund"), shall keep such fund separate and apart from all other funds and money held by it, and shall administer such fund as provided in this Agreement. WS_436(Escrow Agreement-CEL-muni std 12/09) Page 1 of 9 2.02 The Lessor's Deposit and any funds deposited by Lessee under Section 1.03 hereof shall be credited to the Equipment Acquisition Fund which shall be used to pay the balance of the purchase price of each item of Equipment subject to the Lease. The Escrow Agent shall pay to the suppliers of the Equipment the payment amounts then due and payable with respect thereto upon receipt of a written request executed by Lessor which specifies each supplier and its address or wire instructions and the applicable portion of the purchase price of the items of Equipment to be paid (the "Receipt Certificate/Payment Request"). As between Lessee and Lessor only, Lessee agrees that it will submit to Lessor for Lessor's signature a Receipt Certificate/Payment Request that has been executed by Lessee together with (a) the suppliers' invoices specifying the applicable portion of the purchase price of the items of Equipment described in said Receipt Certificate, (b) if the item of Equipment is a titled vehicle, a copy of the Manufacturer's Statement of Origin (MSO)covering such item showing Lessor as first and sole lienholder,and(c)any other documents required by the Lease, and Lessee agrees that Lessor shall not be obligated to execute any such Receipt Certificate until all of the foregoing have been submitted to Lessor. 2.03 If Lessor delivers to the Escrow Agent written notice of the occurrence of an event of default under the Lease or of a termination of the Lease due to a non-appropriation event or non-renewal event under the Lease, then the Escrow Agent shall immediately remit to Lessor the remaining balance of the Equipment Acquisition Fund. 2.04 Upon the Escrow Agent's receipt of a Full Funding Notice (as defined below), the Escrow Agent shall apply the balance remaining in the Equipment Acquisition Fund: first,to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessee and Lessor;and second, to Lessor to be applied by Lessor for benefit of Lessee either: (a) toward the principal portion of the Rent Payment next coming due under the Lease; or (b) toward a partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal. "Full Funding Notice" means the Final Receipt Certificate/Payment Request which confirms that all Equipment covered by the Lease has been delivered to and accepted by Lessee under the Lease and that the full amount of the Lessor's Deposit has been paid to the applicable suppliers. 2.05 Upon the Funding Expiration Date stated in Section 1.04 above,the Escrow Agent shall apply the balance of the Lessor's Deposit remaining in the Equipment Acquisition Fund: first,to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessee and Lessor;and second, to Lessor to be applied by Lessor for benefit of Lessee either: (a)toward the principal portion of the Rent Payment next coming due under the Lease; or (b) toward a partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal. Upon the Funding Expiration Date stated in Section 1.04 above, the Escrow Agent shall apply the interest earnings on the Lessor's Deposit as set forth in Section 2.04 above. 2.06 The Escrow Agent shall not be responsible for the sufficiency of the moneys credited to the Equipment Acquisition Fund to make the payments herein required. Section 3. Money in Equipment Acquisitions Fund; Investment. 3.01 The money and investments held by the Escrow Agent under this Agreement are irrevocably held in trust for the benefit of Lessee and Lessor, and such money, together with any income or interest earned thereon, shall be expended only as provided in this Agreement, and shall not be subject to levy or attachment, or to any security interest or lien, by or for the benefit of any creditor of either Lessee or Lessor; provided,that the money and investments held by the Escrow Agent under this Agreement shall be subject to the security interests provided in Sections 3.07 and 4.03 hereof. 3.02 Money held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent at the written direction of Lessee in Qualified Investments(as defined below). Such investments shall be registered in the name of the Escrow Agent and held by the Escrow Agent.The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section. Such investments and reinvestments shall be made giving consideration for the time at which funds are required to be available. No investment shall be made that would cause the Agreement to be deemed an "arbitrage bond" within the meaning of Section 148(a)of the Internal Revenue Code of 1986,as amended. 3.03 The Escrow Agent shall have no discretion whatsoever with respect to the management, disposition or investment of the Equipment Acquisition Fund and is not a trustee or fiduciary to Lessee. Lessee acknowledges and agrees that all investments made pursuant to this section shall be for the account and risk of Lessee and any losses associated with investments shall be borne solely by Lessee. Escrow Agent shall from time to time invest and reinvest the funds held in the Equipment Acquisition Fund, as and when instructed by Lessee, in writing, in any one or more of the following (hereinafter, "Qualified Investments"): (a)obligations of the United States of America or any agency created thereby; (b) general obligations of any State of the United States of America; (c) general obligations of any political subdivision of a State of the United States of America, if such obligations are rated by at least two recognized WS_436(Escrow Agreement-CEL-muni std 12/09) Page 2 of 9 rating services as at least AA; (d) certificates of deposit of any national bank or banks (including, if applicable, Escrow Agent or an affiliate of Escrow Agent) insured by the Federal Deposit Insurance Corporation (FDIC) with a net worth in excess of$100,000,000 ("Acceptable Bank"); (e) obligations of State or Municipal Public Housing Authorities chartered by the United States of America and guaranteed by the United States of America; (f) demand interest bearing accounts of Escrow Agent or an affiliate of Escrow Agent if Escrow Agent or an affiliate of Escrow Agent is an Acceptable Bank; (g) money market funds whose assets are solely invested in obligations listed in (a)through (f) above, including repurchase agreements secured by such obligations and prime commercial paper, so long as the money market funds are rated in either of the two highest categories of any Rating Agency at the time of purchase, including, without limitation, the JPMorgan Funds, or any other mutual fund for which the Escrow Agent or an affiliate of the Escrow Agent serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that(1)the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered, (2)the Escrow Agent charges and collects fees for services rendered pursuant to the Lease or this Agreement, which fees are, separate from the fees received from such funds and (3) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Escrow Agent or its affiliates; and (h) any other obligations approved in writing by Lessor. Unless otherwise directed in writing by Lessee, the Escrow Agent shall invest the Equipment Acquisition Fund, including all income earnings, as selected by the Lessee on schedule 1 hereto("Schedule 1") upon the execution of this Agreement. In the event that no election is made at the time of execution of this Agreement, Escrow Agent shall invest the Equipment Acquisition Fund in a Cash Compensation Account to be held at JPMorgan Chase Bank, N.A. The Escrow Agent will provide compensation on balances in the applicable fund at a rate of compensation that may vary from time to time based upon market conditions. 3.04 If any of the above-described Qualified Investments are not legal investments of Lessee, then Lessee shall immediately notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee, and shall provide Escrow Agent with direction to invest funds in accordance with Section 3.03. 3.05 The Escrow Agent shall,without further direction,sell such investments as and when required to make any payment from the Equipment Acquisition Fund.Any income received on such investments shall be credited to the Equipment Acquisition Fund. 3.06 The Escrow Agent shall furnish a monthly statement listing all investments to Lessor and to Lessee. The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investments of moneys made by it in accordance with this Section. 3.07 Lessee hereby grants Lessor a security interest in the money and investments held by the Escrow Agent under this Agreement as collateral security for the payment and performance of all of Lessee's obligations under the Lease, this Agreement and any agreement, contract or instrument related to the Lease or this Agreement. Lessee represents and warrants to Lessor that the money and investments held by the Escrow Agent under this Agreement are free and clear of any liens, security interests or encumbrances other than the security interests created under this Agreement. Escrow Agent hereby acknowledges that it holds the money and investments held by the Escrow Agent under this Agreement subject to such security interest created by Lessee as bailee for Lessor; provided, that Escrow Agent's security interest in such money and investments as created under Section 4.03 hereof shall be superior to Lessor's security interest therein. Section 4. Escrow Agent's Authority; Indemnification. 4.01 The Escrow Agent may:act in reliance upon any writing, notice, certificate, instruction, instrument or signature which it, in good faith, believes to be genuine; assume the validity and accuracy of any statement or assertion contained in such a writing, notice, certificate, instruction or instrument; and assume that any person purporting to give any such writing, notice, certificate, instruction or instrument in connection with the provisions hereof has been duly authorized to do so. Except as expressly provided otherwise in this Agreement,the Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form of,the manner of execution of, or the validity, accuracy or authenticity of any writing, notice, certificate, instruction or instrument deposited with it, nor as to the identity, authority or right of any person executing the same. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either Party. The Escrow Agent's duties hereunder (including, without limitation, its duties as to the safekeeping, investment and disbursement of moneys in the Equipment Acquisition Fund)shall be limited to those specifically provided herein. 4.02 As allowed by Law, Lessee and Lessor jointly and severally shall indemnify, defend and save harmless the Escrow Agent from any and all claims, liabilities, losses,damages,fines, penalties and expenses(including out-of pocket and incidental expenses and fees and expenses of in house or outside counsel) ("Losses") arising out of or in connection with (i) its execution and performance of this Agreement,except to the extent and that such Losses are due to the gross negligence or willful misconduct of the Escrow Agent,or (ii)its following any instructions or other directions from Lessee or the Lessor, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The provisions of this Section 4.02 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. The indemnifications set forth herein are intended to and shall include the indemnification of all affected agents,directors,officers and employees of the Escrow Agent. In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. 4.03 Lessee and Lessor hereby grant Escrow Agent a first priority security interest in the money and investments held by the Escrow Agent under this Agreement as collateral security for the costs and expenses of the foregoing of Section 4.02 and for any other expenses, costs, fees or charges of any character or nature which may be incurred by the Escrow Agent (including reasonable attorneys'fees and court costs)relating to any suit(interpleader or otherwise)or other dispute arising between Lessee and Lessor as to WS_436(Escrow Agreement-CEL-muni std 12/09) Page 3 of 9 the correct interpretation of the Lease, this Agreement or any instructions given to the Escrow Agent hereunder, with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said expenses, costs, fees and charges shall be fully paid. 4.04 If Lessee or Lessor disagree about the interpretation of the Lease or this Agreement, about their rights and obligations under the Lease or this Agreement,or about the propriety of any action contemplated by the Escrow Agent hereunder,then the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. Lessee and Lessor shall pay all costs, including reasonable attorneys'fees, in connection with such action. The Escrow Agent shall be fully protected in suspending all or any part of its activities under this Agreement until a final judgment in such action is received. Lessor and Lessee agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same 4.05 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of judgment,or for any acts or omissions of any kind unless caused by the Escrow Agent's gross negligence or willful misconduct.None of the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. Section 5. Change of Escrow Agent. 5.01 Upon agreement of the parties hereto, a national banking association or a state bank having capital (exclusive of borrowed capital)and surplus of at least$10,000,000.00, qualified as a depository of public funds, may be substituted to act as Escrow Agent under this Agreement. Such substitution shall not be deemed to affect the rights or obligations of the parties hereto. Upon any such substitution,the Escrow Agent agrees to assign to such substitute Escrow Agent all of its rights under this Agreement. 5.02 The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor of its intention to resign and of the proposed date of resignation, which shall be a date not less than thirty(30)days after such notice is deposited in the United States mail with postage fully prepaid, unless an earlier resignation date and the appointment of a successor Escrow Agent has been approved by Lessee and Lessor. 5.03 The Escrow Agent may appoint an agent to exercise any of the powers, rights or remedies granted to the Escrow Agent under this Agreement,to hold title to property or to take any other action which may be desirable or necessary hereunder. 5.04 Any corporation, association or other entity into which the Escrow Agent may be converted or merged, or with which it may be consolidated,or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and business to any corporation,association or other entity resulting from any such conversion, sale, merger consolidation or other transfer to which it is a party,loco facto,shall be and become successor escrow agent hereunder,vested with all other matters as was its predecessor,without the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything herein to the contrary. Section 6. Administrative Provisions. 6.01 The Escrow Agent shall keep complete and accurate records of all money received and disbursed under this Agreement, which shall be available for inspection by Lessee or Lessor,or the agent of either of them,at any time during regular business hours. 6.02 This Agreement shall be construed and governed in accordance with the laws of the State of Texas without reference to conflict of laws. Each Party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of Texas. 6.03 Any provision of this Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Agreement. 6.04 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Specifically, the term "Lessor" as used herein means any person or entity to whom Lessor has assigned its right to receive Rent Payments under the Lease and any other payments due to Lessor hereunder from and after the date when a written notice of such assignment is filed with the Escrow Agent. 6.05 This Agreement may be simultaneously executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same Agreement. A person who is not a Party to this Agreement shall have no right to enforce any term of this Agreement. 6.06 This Agreement shall terminate upon disbursement by the Escrow Agent of all money held by it hereunder. All signatures of the Parties to this Escrow Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such Party whose signature it reproduces,and will be binding upon such Party. Section 7. Security Procedures. In the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule 2 hereto("Schedule 2"), and WS_436(Escrow Agreement-CEL-muni std 12/09) Page 4 of 9 the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule 2. The undersigned is authorized to certify that the signatories on Schedule 2 are authorized signatories. The persons and telephone numbers for callbacks may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Lessee or Lessor to identify (i) the beneficiary, (ii)the beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable. Section 8.Escrow Agent Fees. $2,250.00("Acceptance Fee").As compensation for Escrow Agent's services hereunder, Lessee agrees to pay Escrow Agent the above Acceptance Fee;provided,that Escrow Agent will reduce the Acceptance Fee to$750 so long as the Qualified Investment for the Lessor's Deposit shall be an eligible deposit of any bank affiliate of the Escrow Agent and/or any JPMorgan Fund. If the Acceptance Fee is payable by Lessee,then Lessee authorizes Escrow Agent either to deduct said Acceptance Fee from the interest and earnings otherwise payable to Lessee under this Agreement or to bill and collect said Acceptance Fee at the Funding Expiration Date. In addition, Lessee agrees to reimburse Escrow Agent for its reasonable out-of-pocket costs and expenses and any extraordinary fees and expenses for performing its obligations hereunder(including, but not limited to, attorney's fees and expenses)and to pay all other amounts expressly due and payable to Escrow Agent hereunder. Section 9.Notices. Any notice,consent or request to be given in connection with any of the terms or provisions of this Agreement shall be given to the party at the address below or any address as the Party may provide to the other Parties hereto in writing from time to time. Notices shall be in writing and be given in person,by facsimile transmission,courier delivery service or by mail,and shall become effective(a)on delivery if given in person, (b)on the date of delivery if sent by facsimile or by courier delivery service,or(c)three business days after being deposited in the mail,with proper postage prepaid for first-class registered or certified mail,return receipt requested. Notices shall be addressed as follows: (i) if to the Lessee: CITY OF WYLIE,TEXAS 200 Highway 78 North Wylie,TX 75098 Attention: Ms. Linda(Vaughan)Bantz,CGFO Fax Number: 972.442.8136 Email: Linda.Bantz@wylietexas.gov (ii) if to the Lessor: CHASE EQUIPMENT FINANCE, INC. 1111 Polaris Parkway,Suite A-3 Columbus,Ohio 43240 Attention: Escrow Specialist Fax Number:866-276-4068 (iii) if to the Escrow Agent: JPMorgan Chase Bank, N.A. 420 W.Van Buren, Mail Code IL1-0113 Chicago, IL 60606 Attention: Client Service Manager, Escrow Services Fax Number: 312/954-0430 Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to (a), (b) and (c) of this Section, such communications shall be deemed to have been given on the date received by an officer of the Escrow Agent or any employee of the Escrow Agent who reports directly to any such officer at the above-referenced office. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate. "Business Day" shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth above is authorized or required by law or executive order to remain closed. Section 10. Force Maieure. Notwithstanding any other provision of this Agreement,the Escrow Agent shall not be obligated to perform any obligation hereunder and shall not incur any liability for the nonperformance or breach of any obligation hereunder to the extent that the Escrow Agent is delayed in performing, unable to perform or breaches such obligation because of acts of God, war, terrorism,fire,floods,strikes,electrical outages,equipment or transmission failures,or other causes reasonably beyond its control. Section 11. 44-y`V,44 et At-4 P-AP I lt.--; r 's'...1k4}`,Al/4.yk. A/,4T :", ( n,4 I: (4(E;1,1 ;--j a': _ i 44Y..,;tom`/Y-114_,;,N 'A4 f4. t4G-9 --GO NTErR GLAIM !',,Y-p,o, T`F;-4 /4p i-G1 1 i 144 1 -'t;/4/4 ; N,;;-ANY-MAT 1 ;' k /4A f}/:VE-R A SING-L 7 4 - ; ?N d a T 4 N WITH t 4-t�3 ,;1'<f r1's 141.,F, 4z P,tl t- WS_436(Escrow Agreement-CEL-muni std 12/09) Page 5 of 9 Section 12. Miscellaneous. 12.01 Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act") requires the Escrow Agent to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the other Parties acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent's identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the other Parties identity including without limitation name, address and organizational documents ("identifying information"). The other Parties agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent. 12.02 Taxpayer Identification Numbers ("TINs"). The other Parties have provided the Escrow Agent with their respective fully executed Internal Revenue Service ("IRS") Form W-8, or W-9 and/or other required documentation. The other Parties each represent that its correct TIN assigned by the IRS,or any other taxing authority, is set forth in the delivered forms. 12.03 Tax Reporting. All interest or other income earned under the Escrow Agreement shall be allocated to the Lessee and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form)as income earned from the Escrow by the Lessee whether or not said income has been distributed during such year. Any other tax returns required to be filed will be prepared and filed by the Lessee and/or Lessor with the IRS and any other taxing authority as required by law, including but not limited to any applicable reporting or withholding pursuant to the Foreign Investment in Real Property Tax Act ("FIRPTA"). Lessee and Lessor acknowledge and agree that Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return or any applicable FIRPTA reporting or withholding with respect to the Escrow Deposit or any income earned by the Escrow Deposit. Lessee and Lessor further acknowledge and agree that any taxes payable from the income earned on the investment of any sums held in the Escrow Deposit shall be paid by Lessee. In the absence of written direction from the Lessee and Lessor, all proceeds of the Equipment Acquisition Fund shall be retained in the Equipment Acquisition Fund and reinvested from time to time by the Escrow Agent as provided in this Agreement. Escrow Agent shall withhold any taxes it deems appropriate, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities. [The next page is the signature page.] WS_436(Escrow Agreement-CEL-muni std 12/09) Page 6 of 9 IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first written above. JPMoraan Chase Bank,N.A.,as escrow agent ("Escrow Agent") By: Title: CHASE EQUIPMENT FINANCE,INC. ("Lessor") By: Title: CITY OF WYLIE,TEXAS ("Lessee") By: Title: Attachments: Schedule 1 (Investment Authorization) Schedule 2(Name/telephone#of call-back person(s)designated by Section 7 above) WS_436(Escrow Agreement-CEL-muni std 12/09) Page 7 of 9 Schedule 1 Investment Authorization [CITY OF WYLIE,TEXAS Lease#1000134446] Investment: SELECT INVESTMENT BELOW [ ] Cash Compensation Account with JPMorgan Chase Bank, N.A.; [ ] A money market mutual fund,including without limitation the JPMorgan Fund or any other mutual fund for which the Escrow Agent or any affiliate of the Escrow Agent serves as investment manager,administrator,shareholder servicing agent and/or custodian or sub-custodian,notwithstanding that(i)the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered,(ii)the Escrow Agent charges and collects fees for services rendered pursuant to this Escrow Agreement,which fees are separate from the fees received from such funds,and(iii) services performed for such funds and pursuant to this Escrow Agreement may at times duplicate those provided to such funds by the Escrow Agent or its affiliates. Check One(if the money market mutual fund option is selected above): _JPMorgan Prime Money Market Fund Morgan Shares(283) JPMorgan U.S. Government Money Market Fund Morgan Shares(3916) JPMorgan U.S.Treasury Plus Money Market Fund Morgan Shares(3919) _JPMorgan Federal Money Market Fund Morgan Shares(353) JPMorgan 100% U.S.Treasury Money Market Fund Morgan Shares(677) _JPMorgan Tax Free Money Market Fund Morgan Shares(2) Notes: 1) An investment in any of the above investment options is subject to the availability of such money market mutual fund as determined at the discretion of JPMorgan Asset Management. If the selected investment is not available at the present time you will be contacted by a JPMorgan representative. 2) Each investment instrument above has a rating not lower than the highest rating category from both Standard&Poor's and Moody's. SHAREHOLDER SERVICES FEES: Customer acknowledges that the Fund is authorized to make payments from its management fee or any other source available to parties such as banks or broker-dealers ("Service Organizations") that provide shareholder support services to the Fund and that Service Organizations currently are compensated at a rate of up to the Maximum Rate of.50% annually of the average net assets of each Fund with respect to which they provide or have provided shareholder support services. Customer further acknowledges that JPMorgan is a Service Organization and is paid, and hereby consents to such payment, by the Fund up to the Maximum Rate annually of the average daily balance of the Account invested in the Fund for shareholder support services rendered to the Fund by JPMorgan,which services may include,without limitation, answering client's inquiries regarding the Fund,assistance to clients in changing dividend options, account designations and addresses, processing purchase and redemption transactions, providing periodic statements showing a client's account balance and the integration of such statement with other transactions, arranging for JPMorgan wires, and providing such other information and services as the Fund's distributor or Customer reasonably may request. Customer further acknowledges that the Fund may purchase securities from or through JPMorgan or its affiliates, may engage in repurchase transactions with JPMorgan or its affiliates, may place funds on deposit in accounts with JPMorgan or its affiliates and receive interest income thereon and may obtain other services from JPMorgan for which JPMorgan is paid a fee. WS_436(Escrow Agreement-CEL-muni std 12/09) Page 8 of 9 Schedule 2 Telephone Number(s)and Signature(s)for Person(s)Designated to Give Funds Transfer Instructions If to Lessor: Name Telephone Number Signature 1. (Standing Signature on File) 2. (Standing Signature on File) 3. (Standing Signature on File) Telephone Number(s)for Call-Backs and Person(s)Designated to Confirm Funds Transfer Instructions If to Lessor: Name Telephone Number 1. Larry E.Spencer (614)213-7177 2. Timothy L. Ellerbrock (614)213-7645 3. Aric Camburn (614)213-1932 4. Mary Heubach (614)213-1557 5. Lory R.King (614)213-1146 6. Nate J. Ruhe (614-213-3859) All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer and must not be the same person confirming said transfer. WS_436(Escrow Agreement-CEL-muni std 12/09) Page 9 of 9 tit Wylie City Council CITY OF WYLIE AGENDA REPORT g Meeting Date: October 26, 2010 Item Number: 3. Department: Engineering (City Secretary's Use Only) Prepared By: Chris Hoisted Account Code: Date Prepared: October 18, 2010 Budgeted Amount: Exhibits: Resolution& ILA Subject Consider, and act upon, Resolution 2010-34(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the design of FM 1378 from South Parker Road to North Parker Road. Recommendation Motion to approve Resolution 2010-34(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the design of FM 1378 from South Parker Road to North Parker Road. Discussion The current construction of FM 1378 terminates at the southern Parker Road intersection. The Texas Department of Transportation and Collin County are working on the Parker Road improvements from FM 2551 to FM 1378. The project includes the realignment of the Parker Road intersection to the north but does not include improvements to FM 1378. If approved by Collin County, the attached Interlocal Agreement would provide $100,000 for the design of FM 1378 from the South Parker Road intersection to the North Parker Road intersection. The projected engineering cost for the project is $231,600. The project includes approximately 900 linear feet of 6-lane concrete roadway, underground storm drainage, signalization improvements, and the possible relocation of a North Texas Municipal Water District 48" water transmission main. Projected construction cost for the project is $2,300,000. After the agreement is approved by Collin County, a proposal for engineering services will be presented for Council consideration. Approved By Initial Date Department Director CH 10/18/10 City Manager An 10/n2DIto Page 1 of 1 RESOLUTION NO. 2010-34(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, HEREBY AUTHORIZING THE CITY MANAGER OF THE CITY OF WYLIE, TEXAS, TO EXECUTE THE INTERLOCAL AGREEMENT BETWEEN COLLIN COUNTY AND THE CITY OF WYLIE CONCERNING THE DESIGN OF FM 1378 FROM THE SOUTH PARKER ROAD INTERSECTION TO THE NORTH PARKER ROAD INTERSECTION. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: The City Manager of the City of WYLIE, Texas, is hereby authorized to execute, on behalf of the City Council of the City of WYLIE, Texas, the Interlocal Agreement between Collin County and the City of Wylie concerning the design of FM 1378 from the South Parker Road intersection to the North Parker Road intersection, SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 26th day of October, 2010. ERIC HOGUE, Mayor ATTEST TO: CAROLE EHRLICH, City Secretary Resolution 2010-34(R) Collin County ILA FM 1378 from South Parker Rd EXHIBIT "A" Interlocal Agreement Resolution 2010-34(R) Collin County ILA FM 1378 from South Parker Rd INTERLOCAL AGREEMENT BETWEEN COLLIN COUNTY AND THE CITY OF WYLIE FOR ENGINEERING OF FM 1378 FROM SOUTH PARKER ROAD TO NORTH PARKER ROAD NEW Bond Project#99-00-21 WHEREAS, the County of Collin, Texas ("County") and the City of Wylie, Texas ("City") desire to enter into an agreement concerning the engineering of FM 1378 from just south of South Parker Road to the south side of North Parker Road in Collin County, Texas; and WHEREAS, the Interlocal Cooperation Act (Texas Government Code Chapter 791) authorizes any local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act; and WHEREAS, the City and County have determined that the improvements may be constructed most economically by implementing this Agreement. WHEREAS, the County funded 50% of the Engineering for FM 1378 from FM 544 to Brown Street; 1999 Bond Project #99-102. The Engineering for this section was completed under budget and the construction is underway utilizing Regional Toll Revenue (RTR) Funds. WHEREAS, the City requests that savings from the 1999 Bond Project #99-102 be reallocated to fund a portion of the Engineering for the new bond project #99-00-21, FM 1378 from South of Parker Rd. to North of Parker Rd. NOW, THEREFORE, this Agreement is made and entered into by the County and the City upon and for the mutual consideration stated herein, the receipt and sufficiency of which is hereby acknowledged. WITNESSETH: ARTICLE I. The City shall arrange to engineer improvements to FM 1378, hereinafter called (the "Project"). The Project shall consist of constructing a 6-lane divided concrete roadway, a distance of approximately 970 feet. The improvements shall also include construction of underground storm sewers as part of the road improvements. All improvements shall be designed to meet or exceed the current Collin County design standards and shall be constructed in accordance with the plans and specifications approved by the City. ARTICLE II. ILA between Collin County and the City of Wylie re: McMillen Rd.(Project#07-091) Page 1 521932.v2 The City shall acquire all necessary right-of-way for the Project. The City shall prepare plans and specifications for the improvements, accept bids and award a contract to construct the improvements and administer the construction contract. In all such activities, the City shall comply with all state statutory requirements. The City shall provide the County with a copy of the executed construction contract(s) for the Project. ARTICLE III. The City estimates the total engineering fee for the Project to be $231,600. The estimated project cost is $2,551,000 which includes engineering, construction, inspection, testing, street lighting, and construction administration costs including contingencies. The total amount of Funds remitted by the County during 2010 shall not exceed $100,000. The Payment Schedule is as follows: (a) Within thirty (30) days after the City (1) executes a Professional Service Agreement for the design of the Project and (2) requests payment from the County, the County shall remit $100,000 to the City to cover a portion of those engineering costs required under the Professional Service Agreement. (b) At the completion of the Project, the City shall provide a final accounting of expenditures for the Project. If the actual cost of the Project is less than the estimated cost, the City shall reimburse the County so that the County will have only paid fifty percent(50%) of the actual cost of the Project. (c) The Commissioners Court may revise this payment schedule based on the progress of the Project. ARTICLE IV. The City shall prepare for the County an itemized statement specifying Project costs that have been incurred to date and submit detailed Project cost and progress reports every thirty (30) days until Project completion. ARTICLE V. The City and County agree that the party paying for the performance of governmental functions or services shall make those payments only from current revenues legally available to the paying party. ARTICLE VI. ILA between Collin County and the City of Wylie re: McMillen Rd.(Project#07-091) Page 2 521932.v2 INDEMNIFICATION. TO THE EXTENT ALLOWED BY LAW, EACH PARTY AGREES TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER(AND ITS OFFICERS, AGENTS, AND EMPLOYEES) FROM AND AGAINST ALL CLAIMS OR CAUSES OF ACTION FOR INJURIES (INCLUDING DEATH), PROPERTY DAMAGES (INCLUDING LOSS OF USE), AND ANY OTHER LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, IN ANY WAY ARISING OUT OF, RELATED TO, OR RESULTING FROM ITS PERFORMANCE UNDER THIS AGREEMENT, OR CAUSED BY ITS NEGLIGENT ACTS OR OMISSIONS (OR THOSE OF ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, OR ANY OTHER THIRD PARTIES FOR WHOM IT IS LEGALLY RESPONSIBLE) IN CONNECTION WITH PERFORMING THIS AGREEMENT. ARTICLE VII. VENUE. The laws of the State of Texas shall govern the interpretation, validity, performance and enforcement of this Agreement. The parties agree that this Agreement is performable in Collin County, Texas and that exclusive venue shall lie in Collin County, Texas. ARTICLE VIII. SEVERABILITY. The provisions of this Agreement are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this Agreement is for any reason held by a court of competent jurisdiction to be contrary to law or contrary to any rule or regulation having the force and effect of the law, the remaining portions of the agreement shall be enforced as if the invalid provision had never been included. ARTICLE IX. ENTIRE AGREEMENT. This Agreement embodies the entire agreement between the parties and may only be modified in a writing executed by both parties. This Agreement supersedes all prior negotiations, representations and/or agreements, either written or oral. ARTICLE X. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, their successors, heirs, personal representatives and assigns. Neither party will assign or transfer an interest in this Agreement without the written consent of the other party. ARTICLE XI. ILA between Collin County and the City of Wylie re: McMillen Rd.(Project#07-091) Page 3 521932.v2 IMMUNITY. It is expressly understood and agreed that, in the execution of this Agreement, neither party waives, nor shall be deemed hereby to have waived any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the parties do not create any obligations, express or implied, other that those set forth herein, and this Agreement shall not create any rights in parties not signatories hereto. ARTICLE XII. TERM. This Agreement shall be effective upon execution by both parties and shall continue in effect annually until final acceptance of the Project. This Agreement shall automatically renew annually during this period. APPROVED AS TO FORM: COUNTY OF COLLIN,TEXAS By: By: Name: Name: Title: Title: County Judge Date: Date: Executed on this day of , 2010, by the County of Collin, pursuant to Commissioners' Court Order No. . ATTEST: CITY OF WYLIE, TEXAS By: By: Name: Carole Ehrlich Name: Mindy Manson Title: City Secretary Title: City Manager Date: Date: Executed on behalf of the City of Wylie pursuant to City Council Resolution No. 2010-3 3(R) ILA between Collin County and the City of Wylie re: McMillen Rd. (Project#07-091) Page 4 521932.v2 BIRKHOFF, HENDRICKS & CONWAY, L.L.P. Project No. CONSULTING ENGINEERS Client: City of Wylie Date: 08-Apr-10 Project:Country Club Road Paving and Drainage Improvements South of South Parker Road(FM 2514)to South of North Parker Road(FM 2514) By: JRC ENGINEER'S PRELIMINARY OPINION OF CONSTRUCTION COST Item No. Description Quantity Unit Price Amount Project Description:A 6-lane Divided Thoroughfare to Match Future FM 2514 Improvements,12-ft.Lanes,8-inch Reinforced Concrete Pavement with 12-inch Subgrade,Curbs and Underground Storm Drainage Project Length Permanent Pavement and Storm Sewer 900 L.F. Total Width Concrete Pavement(7 Lanes-Including Left Turn) 83 B-B Expected Average Depth of Roadway Excavation 2.75 feet Approximate Lime Stabilized Subgrade Application Rate 8% by unit weight 1 Right-of-way Preparation 11 Sta. $ 6,000.00 $ 66,000 2 Unclassified Excavation Permanent Pavement 9,167 C.Y. $ 8.00 $ 73,300 3 12-inch Lime Treated Subgrade(+15%Median Cuts&Lt Turns) 9,775 S.Y. $ 5.00 $ 48,900 4 Hydrated Lime @ 70#/S.Y. 342 Tons $ 125.00 $ 42,800 5 6-inch Monolithic Concrete Curb 3,600 L.F. $ 2.25 $ 8,100 6 8-inch Reinforced Concrete Pavement(+15%Median Cut) _ 9,545 S.Y. $ 38.00 $ 362,700 7 Reinforced Concrete Driveways(10 ea.x 15'wide x 25'deep) 417 S.Y. $ 40.00 $ 16,700 8 Side Street Concrete Transition(1 ea.x 36'wide x 50'deep) 200 S.Y. $ 50.00 $ 10,000 9 Remove Existing Driveways 200 S.Y. $ 20.00 $ 4,000 10 Remove Existing Asphalt Pavement 3,514 S.Y. $ 18.00 $ 63,300 11 Finish Grade and Sodding(plus 10%outside ROW) 4,678 S.Y. $ 6.00 $ 28,100 12 5-foot Wide Reinforced Concrete Sidewalk(both sides) 944 S.Y. $ 45.00 $ 42,500 13 Handicap Ramps 22 Ea. $ 1,250.00 $ 27,500 14 Temporary Pavement for Construction Phasing&200'Transition 2,100 S.Y. $ 40.00 $ 84,000 Paving Improvements Subtotal(Rounded to Nearest$1,000): $ 878,000 15 Underground Storm Drainage Improvements(Round to Nearest$1,000) 30% of Pavin&Improvements $ 263,000 16 (1)8'span x 6'rise Reinf.Concrete Box Culvert with Headwalls 1 L.S. $120,000.00 $ 120,000 17 Offsite Storm Drainage Improvements 400 L.F. $ 100.00 $ 40,000 Drainage Improvements Subtotal(Rounded to Nearest$1,000): $ 423,000 18 Signalization Improvements(Complete System South-Modify North) 1 L.S. $370,000.00 $ 370,000 19 Landscaping&Irrigation Improvements(Not Included) $ - 20 Street Lighting Improvements(Not Included) $ - 21 Relocate NTMWD 48"Waterline 1,100 L.f. $ 300.00 $ 330,000 Aesthetics,Signalization&Waterline(Rounded to Nearest$1,000): $ 700,000 Paving,Drainage,Aesthetics,Signalization&Waterline Subtotal: $ 2,001,000 Miscellaneous Contingencies(Rounded to Nearest$1,000): 15% $ 300,000 Opinion of Probable Construction Cost(Rounded to Nearest$1,000): $ 2,301,000 Project Construction Cost per Linear Foot: $ 2,556.67 Estimated Engineering,Surveys and Easement Documents: $ 227,000 Estimated Cost Pothole Existing Franchise Utilities: $ 4,600 Estimated Cost Quality Monitoring Testing: $ 18,000 Estimated Subtotal,Professional Fees: $ 249,600 Project Total Including Probable Construction Cost&Fees: $ 2,550,600 I USE (ROUNDED TO NEAREST $1,000): I $ 2,551,000 i:Wotms\Estimate\Office97\Concept Budget 4-12-10.xls\Construction Page 1 of 1 October 26th, 2010 CITY OF?AiWYLIE WYLIE CITY COUNCIL WORK SESSION ITEMS • Discussion Regarding Project Update on the future FM 2514 (Parker Road) from FM 2551 (Hogge Drive) to east of FM 1378 (Country Club Road) Improvements. (Chris Hoisted, City Engineer) Work Session Items October 26, 2010 Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: October 26, 2010 Item Number: Work Session Department: Engineering (City Secretary's Use Only) Prepared By: Chris Hoisted Account Code: Date Prepared: October 18, 2010 Budgeted Amount: Exhibits: Subject Hold a work session to discuss the Parker Road alignment from FM 2551 (Hogge Drive) to east of FM 1378 (Country Club Road). Recommendation N/A Discussion Parker Road from FM 2551 to east of FM 1378 is scheduled to be improved to 4-lanes. Council previously recommended an alignment for the Parker Road intersection with FM 1378 which has been incorporated into the exhibit. Collin County will be updating Council on the status of the project and the proposed alignment. 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