Ordinance No. 14,181ORDINANCE NO. 14,181
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AN AGREEMENT FOR ADMINISTRATIVE SERVICES WITH
MUNICAP, INC., FOR (I) CONSULTING SERVICES RELATED TO SERVICE AND
ASSESSMENT PLAN AND BOND ISSUANCE, (II) ADMINISTRATIVE SUPPORT
SERVICES RELATED TO THE SPECIAL ASSESSMENTS, (III) DELINQUENCY
MANAGEMENT, (IV) PREPAYMENT OF SPECIAL ASSESSMENTS, (V)
ARBITRAGE REBATE, (VI) CONTINUING DISCLOSURE, (VII) IRS
COMPLIANCE MONITORING, AND (VIII) ACCOUNTING SERVICES RELATED
TO PUBLIC IMPROVEMENT DISTRICTS ("PIDS") AND THE ISSUANCE OF PID
BONDS; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING
FOR THE EFFECTIVE DATE THEREOF.
*************************************************************************************
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to an Agreement for Administrative
Services with MuniCap, Inc., for (i) consulting services related to service and assessment plan and bond
issuance, (ii) administrative support services related to the special assessments, (iii) delinquency
management, (iv) prepayment of special assessments, (v) arbitrage rebate, (vi) continuing disclosure, (vii)
IRS compliance monitoring, and (viii) accounting services related to public improvement districts
("PIDs") and the issuance of PID bonds. A copy of said agreement is attached hereto as Exhibit "A" and
incorporated herein for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 26°i day of September, 2019.
BRANDON CAPETILLO, Mayor
A T:
E ICIA BRYSCH, City erk Pyvw
ram_
f
• RAMIREZ, A •
,cobfs0l •legal`. Karen, Files. City Council•0rdinances\2019 September26\MuniCap.doc
Exhibit "A"
AGREEMENT FOR
ADMINISTRATIVE SERVICES
THIS AGREEMENT is made and entered into as of September 2019, by and between
the City of Baytown, Texas hereinafter called "City" and MuniCap, Inc., hereinafter called
"Administrator," for administrative services related to the City's project. The City and
Administrator, in consideration of the mutual promises and conditions herein contained, agree as
follows.
WHEREAS, the City has created and/or is planning to create various Public
Improvement Districts (the "PIDs") and will require specialized services related to the
preparation of a service and assessment plans for the PIDs and issuance of bonds for the PIDs;
and
WHEREAS, the City anticipates the issuance of bonds and/or various debt obligations for
the PIDs created by the City; and
WHEREAS, upon issuance and sale of the bonds, the City will require specialized
services related to the administration of the PIDs, as more fully set forth in this Agreement; and
WHEREAS, Administrator has expertise to provide those specialized services; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, and for good and valuable consideration, the Administrator and the City agree
as follows:
1. Following signatures by both parties, this Agreement shall become effective.
Capitalized terms not otherwise defined herein shall have the meaning given thereto in the
Service and Assessment Plan, Indentures, or the applicable documents for debt or financing
instrument(s).
2. In regards to the work and services to be performed,
A. Administrator shall provide financial and administrative services to the
City related to the administration of the PIDs as described in Exhibit A, "Administrator's Scope
of Services" which is attached and incorporated by reference.
B. Administrator shall supply all tools and means necessary to perform those
services and produce those work products described in Exhibit A.
C. As part of the work and services to be performed, Administrator shall
furnish intermediate reports to the City from time to time, when requested, in such form and
number as may be required by the City, and shall make such final reports as may be required by
the City concerning the work and services performed.
D. Should any errors caused by Administrator be found in any services or
work products, Administrator will correct those errors, and if the errors are in final services or
Page 1
products, make such corrections at no additional charge, by revising the services and work
products as necessary to eliminate the errors.
E. The work and services shall be performed personally by Administrator,
and no other person or corporation shall be engaged for the work or services by Administrator,
except upon the written approval of the City, provided, however, that this provision shall not
apply to arbitrage rebate calculations, secretarial, clerical, and similar incidental services needed
by Administrator.
3. Administrator's compensation for these services shall be as provided for in
Exhibit B attached and incorporated by reference. Compensation due to Administrator will be
paid upon the submission to City of an invoice providing for compensation as provided for in
Exhibit B. Compensation for additional services not included in Exhibit A shall require the
approval of City.
4. The City shall provide access to all documents reasonably necessary to the
performance of Administrator's duties under this Agreement. All such documents shall remain
the property of the City. Except as may be necessary for performance of this Agreement, and to
the extent not generally known as available to the public, the Administrator shall not use or
disclose information concerning the City without prior written consent of the City.
5. Administrator may not disclose information relating to the work and services
performed under this Agreement to any person not entitled to receive it. Notwithstanding the
foregoing, City shall have full access to all information relating to work and services performed
by Administrator under this Agreement.
6. In performance of work and services under this Agreement, Administrator shall
act solely as an independent contractor, and nothing contained or implied in this Agreement shall
at any time be construed as to create the relationship of employer and employee, partnership,
principal and agent, or joint venturers as between the City and Administrator.
7. This Agreement relates to the PIDs identified in Exhibit D and shall terminate on
full repayment of the bonds and/or other debt obligations for each PID, or as otherwise provided
herein. The City shall notify the Administrator whenever a new PID is created by the City and
Exhibit D shall be updated from time to time accordingly. This Agreement may be terminated
with or without cause effective on 60 days written notice. Administrator shall be compensated
for services rendered up through the effective date of the termination and payment shall be
rendered on a pro rata monthly basis based upon the annual payment due under Exhibit B.
8. Any notices to be given hereunder by either party to the other may be affected
either by personal delivery in writing or by mail and shall be effective upon confirmation of
receipt. Mailed notices shall be addressed to the parties at the addresses appearing below, or
such other address as given by written notice from one party to the other.
Page 2
To Administrator:
Abdi Yassin
MuniCap, Inc.
600 E. John Carpenter Freeway
Suite 333
Irving, Texas 75062
With a Copy to:
Keenan Rice
MuniCap, Inc.
8965 Guilford Road
Suite 210
Columbia, Maryland 21046
To City:
City of Baytown
2401 Market St.
Baytown, Texas 77520
Attn: City Manager
With a Copy to:
City of Baytown
2401 Market St.
Baytown, Texas 77520
Attn: City Attorney
9. This Agreement, including the Exhibits, supersedes any other agreements, either
oral or written, between the parties, and contains all of the covenants and agreements between
the parties with respect to the rendering of such services. Each party to this Agreement
acknowledges that no representations, inducements, promises, or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, which are not
embodied in this Agreement, and that no other agreement, statement, or promise not contained in
this Agreement shall be valid or binding. Any modification of this Agreement (including any
modification to an Exhibit) will be effective if it is in writing and signed by the parties to this
Agreement.
10. Administrator is registered as a "municipal advisor" under Section 15B of the
Securities Exchange Act of 1934 and rules and regulations adopted by the Securities Exchange
Commission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB").
Pursuant to MSRB Rule G-10, Administrator (MuniCap, Inc.) is required to provide City with
the following information:
Page 3
A. Administrator has determined, after exercising reasonable diligence, that it has no
known material conflicts of interest that would impair its ability to provide advice to
City in accordance with its fiduciary duty to municipal -entity clients and the standard
of care required by MSRB Rule G42(a)(i) concerning obligated person clients. To
the extent any material conflicts of interest arise after the date of this Agreement,
Administrator will provide information concerning any material conflicts of interest
in the form of a written supplement to this Agreement.
B. As part of this registration, Administrator is required to disclose any legal or
disciplinary event that is material to the City's evaluation of the Administrator or the
integrity of its management or advisory personnel. The Administrator has determined
that no such event exists.
C. Copies of Administrator filings with the SEC are available via the SEC's EDGAR
system by searching "Company Filings," which is available via the Internet at:
hops://www.sec.gov/edgar/searchedgar/companysearch.btml. Search for "MuniCap"
or for Administrator's ClK number, which is 0001614774.
D. The MSRB has made available on its website (wrv�.msrb.org) a municipal advisory
client brochure that describes the protections that may be provided by MSRB rules
and how to file a complaint with the appropriate regulatory authority.
11. Failure of either party to enforce any provision of this Agreement shall not
constitute a waiver of that or any other provision of this Agreement.
12. If any provision in this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full
force without being impaired or invalidated in any way. Exclusive venue shall lie in Harris
County, Texas (the "County").
13. The law of the State of Texas governs the interpretation of this Agreement and its
attachments. Venue for any litigation regarding this Agreement or its attachments must be filed
in the state district or federal district courts located in the County.
14. This Agreement is for services and is governed by Subchapter I, Chapter 271 of the
Local Government Code.
IN WITNESS WHEREOF this Agreement has been executed as of the date and year first above
written.
MuniCap, Inc.
a Marylan co or n
BY:
Keenan S. Rice
President
Page 4
IN WITNESS WHEREOF this Agreement has been executed as of the date and year first above
written
City of Baytown
a Texas home -rule municipality
Name: RICHARD L. DAVIS
Its: City Manager
Page 5
Exhibit A
Administrator's Scope of Services for PIDs
Administrator shall provide services to the PIDs in accordance with this scope of
services. There are eight sections to this scope of services relating to eight general types of
consulting and administrative services provided. These eight sections are as follows: (i)
consulting services related to service and assessment plan and bond issuance, (ii) administrative
support services related to the special assessments, (iii) delinquency management, (iv)
prepayment of special assessments, (v) arbitrage rebate, (vi) continuing disclosure, (vii) IRS
compliance monitoring, and (viii) accounting services. The specific services to be provided by
Administrator are as follows:
I. CONSULTING SERVICES RELATED TO SERVICE AND ASSESSMENT PLAN AND BOND
ISSUANCE
Consulting services are those services associated with the preparation of the Service and
Assessment Plan ("SAP") with related assessment roll(s) for financing the public improvements
of the development with the issuance of public improvement district bonds. The following
services are typically provided by the Administrator on similar financings, but all services are
provided on an as requested basis.
(a) Administrator shall ensure compliance with the PID policy for each PID, if applicable.
(b) Administrator shall prepare the SAP for the PID. The SAP shall include among others the
assessment methodology and the assessment roll for the PID. In conjunction with the
preparation of the service plan, Administrator shall help estimate the assessments on
various types of properties and revenues available to apply to the assessment and prepare
projections for the issuance of bonds secured by the assessments.
(c) Administrator shall also review descriptions of the service plan and assessment
methodology included in bond documents, including the offering statement, to help
confirm these documents and the service plan are consistent.
(d) Administrator shall provide the certification required for the issuance of the bonds as
reasonably approved by Administrator.
(e) Administrator shall provide services to assist with the issuance of bonds on an as
requested basis, including attending meetings, participating in conference call, reviewing
documents, providing advice, and preparing projections of revenues to repay the bonds.
II. ADMINISTRATIVE SUPPORT SERVICES RELATED TO THE SPECIAL ASSESSMENTS
Administrative and management support services are those services associated with the
annual determination of the special assessments to be collected from the property subject thereto,
updating the Service and Assessment Plan and the special assessment roll, management of
Assessment funds and accounts, and providing public information.
A-1
A. Calculate and Allocate the Annual Installment
This task entails determining the Annual Installment to be collected from each parcel and
includes the following sub -tasks:
1. Background Research
This task involves gathering and organizing the information required to form a
database necessary to calculate and to allocate the Annual Installment and includes the
following:
a. Subdivision Research: Identify parcel subdivisions and any other
information relevant to collection of the Annual Installments.
b. Assessor's Parcel Research: Upon publication of property tax roll,
review assessor parcel maps to compile a list of the assessor's parcels that
will be valid for the collection of the Annual Installments and determine
the assessed value of each parcel.
C. Ownership/Exempt Property Research: Research changes in
ownership, dedication, and offers of dedication of property to public
agencies and other exempt uses. Identify date property conveyed or
offered to exempt entities.
d. Database Management: Prepare database to include all relevant property
characteristics for the parcels in each PID.
2. Calculate the Annual Installment to be Collected
This task involves calculating the Annual Installment to be collected and includes
the following sub -tasks:
a. Preparation of Budget: Prepare a budget for each PID for the
subsequent fiscal year on the basis of the SAPs, as updated each year.
b. Calculate Other Funds Available: Calculate other funds available, such
as TIRZ credits, capitalized interest and reserve fund income to be applied
to the budget, as applicable.
C. Allocate Annual Assessment to the Assessed Lots: Allocate the Annual
Installment to be collected to the Assessed Lots in each PID on the basis
of the SAPs as updated each year.
A-2
3. Determine Amendments to the Annual Assessment Roll
This task involves determining the amendments to the Annual Assessment Roll
and making those amendments pursuant to the SAP.
4. Revise Service and Assessment Plan
This task involves updating the service and assessment plan to explain the
research, methodology, and assumptions utilized in the preparation of the budget, the
Annual Installments to be collected, the allocation of the Annual Installment to be
collected from the Assessed Lots, and the amendments to the Annual Assessment Roll. In
conjunction with the revised service and assessment plan, the Administrator shall monitor
and report on opportunities to refund the bonds to reduce the costs of debt service.
5. Support Services Related to Billing of Annual Installments
a. Present Findings to the City: The updated service and assessment plan
prepared by the Administrator will be provided to the City for its approval.
b. Provide Assessment Roll to County: The Administrator shall assist the
City with its required notification to the County of the amount of the
Annual Installments to be collected each year.
C. Supplemental Billing: The Administrator shall assist the County or City
with any supplemental billing that shall be necessary.
B. Administration of Assessment Funds
This task involves the review and reconciliation of the account statements for funds and
accounts maintained by the Trustee. The accounts and transactions are checked for accuracy and
consistency with the Indenture. This task includes evaluation and coordination of investment
funds, including a review of qualified investment options pursuant to the Indenture.
C. Public Information
1. General Public Assistance
This task involves responding to telephone calls from property owners and other
interested parties who have questions regarding the special assessments. These calls may be
related to a tax bill or an inquiry related to the purchase or sale of property subject to the special
assessments. The Administrator shall provide a toll -free phone number for property owners to
call with questions. Additionally, this number may be given to people who call the City or
County to obtain information about the special assessments.
A-3
2. Homebuyer Disclosure
The Administrator shall monitor notice provided to prospective homebuyers by the
developer and builders in accordance with the home buyer disclosure program, including without
limitation, the following notices:
a. Notice of the special taxing district recorded in the appropriate land records for
the property;
b. Notice of the special taxing district provided by builders in addendum to contracts
on brightly colored paper;
c. Collection of a copy of the addendum signed by each buyer from builders with
such copy being provided to the City;
d. Signage indicating that the property for sale is located in a PID located in
conspicuous places in all model homes;
e. An overview of each PID provided to builders to be included in sales packets;
E Estimates of monthly ownership costs including special assessments;
g. Notification to settlement companies through the builders to include special
assessments on HUD 1 forms and inclusion in total estimated assessments for the
purpose of setting up tax escrows;
h. Notice of each PID in the homeowner association documents and provide copies
on Administrator's website;
i. Announcements of each PID on the City's web site and community channel.
D. Administrative Review
At the request of the City, the Administrator shall review any notice from a property
owner alleging an error in the calculation of any matters related to the Annual Assessment Roll,
and if necessary, meet with the property owner, consider oral and written evidence regarding the
alleged error and decide whether, in fact, such a calculation error occurred, and take other
corrective action as required to correct the error.
III. DELINQUENCY MANAGEMENT
These services are provided only if special assessments are levied and there are
delinquencies in the payment of special assessments.
A. Delinquent Special Assessment Report
After the end of the collection period, the Administrator will prepare a report which lists
each parcel delinquent in the payment of the Annual Installment and the corresponding amount
of delinquency, plus penalties.
A-4
B. Delinquency Follow -Up
The Administrator will keep Trustee and City informed of special circumstances that
come to the attention of the Administrator, such as bankruptcies and foreclosures.
IV. PREPAYMENT OF SPECIAL ASSESSMENTS
Administrator shall coordinate the prepayment of special assessments with the City,
Trustee, property owners, and title companies. This coordination shall include calculation of the
amount due to prepay the special assessment and transmittal of a letter with the prepayment
amount, prepayment instructions, and the recordable form of the special assessment lien release
to the title company or other such steps as required by the Indenture and related documents.
V. ARBITRAGE REBATE SERVICES
Arbitrage rebate services encompass those activities associated with computing the rebate
liability (if any) related to the series of bonds issued for each PID. The computations will be
prepared as described in Section 148(0(2) of the Internal Revenue Code of 1986, as amended.
Administrator shall coordinate the arbitrage rebate requirements of the bonds, including the
following:
A. Background Research
This task involves the review of documents, including the Indenture, non -arbitrage
certificate, IRS form 8038-G, trustee fund/account statements, and prior rebate reports, and
consultations with bond counsel or special counsel, as needed. The funds subject to arbitrage
rebate and any available exceptions will be identified. The flow of funds in the accounts with the
Trustee will be identified as necessary to perform the arbitrage rebate calculations.
B. Calculation of Bond Yield
This task involves preparation of a debt service table and an independent calculation of
the yield on the bonds. The resulting yields will be verified with those stated on the non -
arbitrage certificate.
C. Calculation of Rebate Liability
This task involves computation of the allowable arbitrage earnings and comparison of the
results to the actual investment earnings for each issue.
D. Preparation of Rebate Report
This task involves the preparation of a written report containing the findings of the
financial analysis and an explanation of the underlying methodology followed to compute the
rebate liability for each issue. In addition to identifying any arbitrage liability, each report
contains a separate investment yield comparison and analysis for each fund. Standard features
also include the following items as defined by U.S. Treasury Regulations:
FEW,
• Explanation of calculation methodology
• Overview of applicable rebate requirements and treasury regulations
• Summary of all pertinent dates
• Identification of major assumptions
• Review of sources and uses of funds
• Bond yield calculation
• Investment yield by fund with comparison to bond yield
• Rebate liability by fund
• Aggregate liability for the issue
E. Rebate Liability Discharge
This task involves coordination of the filing of IRS Form 8030-T and providing
instructions for installment payments as necessary.
F. Assistance with IRS Inquiries
This task involves providing assistance in the event of an IRS inquiry related to any PID
bond issue and includes providing supporting documentation used to prepare the calculations and
explanation of the calculations in a meeting with the IRS, if necessary. These services are
provided on a time and material basis and are not included in the base fee.
VI. CONTINUING DISCLOSURE SERVICES
Continuing Disclosure/Annual Report Preparation
1. Annual Report Preparation
The Administrator will prepare an annual report as required by the continuing disclosure
agreements, as needed.
2. Developer Quarterly Reports
The Administrator will request from the Developer the reports pursuant to the continuing
disclosure agreement.
3. Significant Event Notices
Upon notification by any responsible party or if Administrator independently becomes
aware of such knowledge, Administrator will prepare notices of material events covering the
events enumerated in the disclosure agreements. The Administrator will provide the information
to the dissemination agent engaged at the time of any bond issuance.
m
4. Dissemination
The Administrator will work directly with the dissemination agent or be engaged directly
as the dissemination agent at the time of any bond issuance as designated by the City. If the
Administrator is engaged as the dissemination agent, the Administrator will disseminate the
annual reports, quarterly reports from the Developer, and notices of significant events to the
MSRB and the appropriate state information repository (SID) in a timely manner as set forth in
the continuing disclosure agreement. The Administrator shall also disseminate information to
bond holders requesting information as provided for in the continuing disclosure agreements.
VII. IRS COMPLIANCE MONITORING
A. Compliance Monitoring
This task involves maintenance of an audit file and preparation of a report confirming
compliance with applicable requirements of the tax certificate for the bonds. This task includes
the following subtasks:
1. Ownership and Transfer of Public Improvements
Confirm that all public improvements have been transferred to a public entity,
once appropriate, as required by the applicable agreement with the developer.
2. No Post -Closing Agreements
Confirm with any relevant parties to confirm that there are no post -closing
agreements that give any private business user a special legal entitlement to any public
improvement, except for those agreements reviewed by bond counsel.
3. No Disposition of the Public Improvements
Confirm that there have been no sales leases, or other dispositions of any public
improvements, except for dispositions reviewed by bond counsel.
4. No Modifications
Confirm that there have been no modifications to any public improvement, except
for those which are in compliance with agreement with the developer providing for the
construction of the public improvements or as otherwise approved by bond counsel.
5. Maintenance of Audit File
Maintain an audit file with documentation to verify information related to
compliance with the tax certificate.
A-7
6. Preparation of Report
Prepare a report to the City each year explaining the efforts of Administrator to
verify confirmation of compliance with the tax certificate, documentation in the audit file, and
identifying any missing information or requirements of the tax certificate not confirmed.
B. Tax Reporting
Administrator will request and compile all information related to IRS -required tax
reporting (i.e. W-9's) from all vendors, as needed (including at the time of debt issuance) and
report this information annually to all vendors and the IRS in accordance with IRS regulations.
VIII. ACCOUNTING SERVICES
This task includes the following subtasks:
A. Review and Track Invoices
Administrator shall enter any payment certifications received from each PID into the
accounts receivable journal, check the invoice against approved contracts or purchase orders,
prepare certificates for the payment of the invoice by the Trustees, and forward the invoice with
the Administrator's and Trustee's certificate to an officer of the City authorized to approve the
disbursement of funds by each PID.
B. Maintain General Ledger
Administrator shall enter transactions in a general ledger for each PID to maintain
accounting records to be used for the preparation of financial statements, as needed.
C. Financial Statement Preparation
Administrator shall record financial transactions for each PID in the appropriate ledgers
of each PID and prepare annual financial statements for each PID, as needed.
D. Annual Audit Coordination
The Administrator shall coordinate with the auditor the preparation of an audit of the
financial records of each PID. Administrator shall incorporate internal controls as recommended
by the auditor.
E. Requisition Review
The Administrator shall review all requisition documentation, as needed, and verify
confirmation of compliance of compliance with the Development, Acquisition and Financing
Agreement or any other applicable agreement, confirm proper documentation in the audit file,
and identify any missing information or requirements not confirmed, as needed.
The Administrator may provide other services requested by the City for which the
Administrator has expertise, such as evaluating options to refund the bonds at a lower interest
rate. Such services shall be provided only if confirmed in writing (including by email) and shall
be billed on a time and material basis as provided for in Exhibit B. Upon request and as
additional services billed on an hourly basis, Administrator shall provide additional services to
assist with matters related to any PID. The services provided herein do not include conducting
due diligence on information provided to or used by Administrator. The Administrator will not
rely on information it does not believe to be reasonable and valid, but it will not investigate the
validity of information unless requested to so as additional work. Administrator's services do
not include any services not specified herein or specified at the time additional services are
requested, including review of legal, engineering, and land use issues.
A-9
Exhibit B
Consulting and Administration Services Fee Schedule for PIDs
I. CONSULTING SERVICES RELATED TO THE SERVICE AND ASSESSMENT PLAN AND BOND
ISSUANCE
Administrator shall provide services as described in Section I of Exhibit A for a fee not to
exceed $30,000 for each new PID plus out of pocket expenses as described below, dependent
upon the size and scope of each PID. Such amount shall be paid to the Administrator from bond
proceeds and/or developer funds. The Administrator shall also provide services as described in
Section I of Exhibit A for a fee not to exceed $17,500 for each subsequent phase of development
requiring levy of assessments and/or bond issuance and an amount not to exceed $17,500 for
services, related to refunding bonds. The estimated amount for each subsequent phase of
development and refunding will be established upon receipt of additional information related to
the PID.
II. ADMINISTRATIVE SERVICES RELATED TO THE SPECIAL ASSESSMENTS
Administrative services, as set forth in Section II of Exhibit A, shall be provided on a
time and material basis a fee not to exceed $25,000 per PID, plus an amount not to exceed of
$4,000 for one-time initial set up costs, dependent upon the size and scope of each PID.
Administrative services, as set forth in Section II of Exhibit A, shall be provided on a time and
material basis with total annual costs not to exceed $15,000 per subsequent phase of each PID
requiring separate levy of assessments. These costs should decrease after final plat subdivision
for the PID. These amounts include preparation of and attendance at an annual meeting of the
City to review the update of the annual service and assessment plan. Fees shall be billed based
on the number of hours worked at Administrator's prevailing hourly rates, which are currently
shown in the fee schedule below for "Additional Work", as agreed by City and Administrator.
III. DELINQUENCY MANAGEMENT
Services related to delinquency management, as set forth in Section III of Exhibit A, are
provided on an as needed basis at the request of the City and are billed for based on the hours
actually worked at the rates shown in the fee schedule below for "Additional Work" and the
expenses actually incurred are billed under the Reimbursable Expenses section of this Exhibit
lq] „
IV. PREPAYMENTS OF SPECIAL ASSESSMENTS
Services related to prepayment of special assessments, as set forth in Section IV of
Exhibit A, are billed directly to the party requesting the prepayment and paid from prepayment
proceeds.
V. ARBITRAGE REBATE SERVICES
Annual arbitrage rebate is provided for a cost of $1,250 per bond series plus an initial
setup fee of $500 per bond series. Calculations provided each five (5) years in lieu of annual
calculations are provided for a cost of $4,000 per bond series plus an initial setup fee of $500 per
bond series.
VI. CONTINUING DISCLOSURE SERVICES
The costs of preparing the annual report and dissemination are provided on a time and
material basis and are included in the total annual estimates described in Section II of this
Exhibit "B."
VII. IRS COMPLIANCE MONITORING
Services related to IRS compliance monitoring are estimated to cost $1,500 a year per
PID with one-time set costs of $1,500 per PID.
VIII. ACCOUNTING SERVICES
The costs of accounting services are provided on a time and material basis and are
included in the total annual estimates described above in Section II of this Exhibit "B."
REIMBURSABLE EXPENSES
Out of pocket expenses are billed at actual costs without any mark up. Administrator
shall receive written approval from the City before incurring any expenses in excess of one -
hundred dollars ($100).
The fees provided for herein may be increased from time to time to reflect increased costs
of labor and services; provided however, that in no event shall such increase be made more than
one time per year and such increase shall not exceed 10% of the fee charged immediately prior to
the increase. Administrator shall provide City with one -hundred and twenty (120) days advance
written notice of each such increase.
ADDITIONAL WORK
Services or meetings not included in the scope of work set forth in Exhibit "A" to this
Agreement are identified as additional work and shall be billed at Administrator's prevailing
hourly rates, which currently are as follows:
Title
Hourly Rate
President
$275
Senior Vice President
250
Vice President
225
Manager
200
Senior Associate
175
Associate
150
Administrator's hourly rates may be adjusted from time to time to reflect increased costs
of labor and services.
Administrator shall not provide additional work without City's prior written (including
email) authorization.
Administrator shall send an invoice to City each month showing the work performed, the
person performing the work, the date the work was performed, the amount of the time worked,
and the hourly rates for the work. The invoice shall be accompanied by a certificate to the
trustee to be signed by the City instructing the trustee to pay the invoice. Within thirty days of
receiving the invoice, the City shall forward each correctly billed invoice to the trustee with a
signed certificate instructing the trustee to pay the invoice. Administrator's invoices shall be
paid solely from available funds of the P1D.
Administrator specifically acknowledges that it shall have no recourse against City for
payment of any fees associated with this Agreement.
Exhibit C
Timelines
I. CONSULTING SERVICES RELATED TO THE SERVICE AND ASSESSMENT PLAN AND BOND
ISSUANCE
Administrator shall deliver work products described in Section I of Exhibit A based on
the document delivery timeline to be set by the City and the Administrator on a case by case
basis.
H. ADMINISTRATIVE SERVICES RELATED TO THE SPECIAL ASSESSMENTS
Administrator shall submit draft SAP updates for initial City staff review by
of each year.
Administrator shall submit draft annual continuing disclosure reports to the City 30 days
prior to the due date for such disclosure reports.
C-1
Exhibit D
List of PIDs — to be updated with each new PLO
1. Baytown Public Improvement District No. 1
D-1