HomeMy WebLinkAboutContract 59984CSC No. 59984
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by
and through its duly authorized Assistant City Manager, and MUNICAP, INC. ("Consultant"), a
Maryland Corporation, and acting by and through Keenan Rice, its duly authorized President, each
individually referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents will include the following:
1. This Agreement for Professional Services;
2. Exhibit A-1
— Statement of Work — Public Improvement Districts ("PID");
3. Exhibit A-2
— Statement of Work — Tax Increment Reinvestment Zone ("TIRZ");
4. Exhibit B —
Verification of Signature Authority Form
5. Exhibit C-1
— Consulting and Administration Service Fee Schedule — PID
6. Exhibit C-2
— Consulting and Administration Service Fee Schedule — TIRZ
7. Exhibit C-3
— List of PIDs
8. Exhibit C-4
— List of TIRZ
Exhibits A- 1, A-2, B, C-1, C-2, C-3, and C-4 are attached hereto and incorporated herein for all purposes.
are made a part of this Agreement for all purposes.
1. TERMINATION OF PRIOR AGREEMENT
City and Consultant understand and acknowledge that they are currently parties to an agreement
for services related to the financial and operational administrative services related to the Quail Valley and
Rock Creek Ranch Capital Public Improvement Districts, the same being City Secretary Contract Number
49927 ("Prior Agreement"). The term of the Prior Agreement expires on November 30, 2023; however,
because this Agreement will involve many of the same services as the Prior Agreement, plus new services
related to new PIDs and TIRZs, the parties desire for this Agreement to supersede the Prior Agreement.
Therefore, the parties agree that the Prior Agreement will terminate on the Effective Date of this Agreement,
in which case this Agreement will control the obligations of the parties moving forward.
2. SCOPE OF SERVICES.
Consultant will provide PID Assessment Plan consulting services, as well as administration
services for the set-up of the assessment plan and TIRZ consulting services, as well as administration
services for the set-up of the TIRZ and project plan and financing plan. Exhibits "A-1," and "A-2" set
forth the services to be provided hereunder in more detail.
3. TERM.
This Agreement will be effective beginning on August 9, 2023 ("Effective Date") and expire on
July 31, 2027, unless terminated earlier in accordance with this Agreement ("Initial Term"). Following the
Initial Term, the City's will have the option to renew this Agreement, in writing, for four (4) consecutive
one-year terms (each a "Renewal Term"). The City will provide Consultant with written notice of its intent
to renew at least thirty (30) days prior to the end of each term.
4. COMPENSATION.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
4.1 Total annual compensation under this Agreement will not exceed Four Hundred Five
Thousand Dollars and Zero Cents ($405,000.00), which will be paid in accordance with the
procedures set forth in this Agreement, including Exhibits C-1 and C-2.
4.2 Consultant will not perform any additional services or bill for expenses incurred for City
not specified by this Agreement unless City requests and approves in writing the additional costs
for such services. City will not be liable for any additional expenses of Consultant not specified by
this Agreement unless City first approves such expenses in writing.
5. TERMINATION.
5.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
5.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated
by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such
occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
5.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the expiration or termination of this Agreement, the City will pay Consultant for services actually
rendered up to the effective date of termination and Consultant will continue to provide the City
with services requested by the City and in accordance with this Agreement up to the effective date
of expiration or termination. Upon termination of this Agreement for any reason, Consultant will
provide the City with copies of all completed or partially completed documents prepared under this
Agreement. In the event Consultant has received access to City information or data as a requirement
to perform services hereunder, Consultant will return all City provided data to the City in a machine
readable format or other format deemed acceptable to the City.
6. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
6.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made
full disclosure in writing of any existing or potential conflicts of interest related to Consultant's
services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City
in writing.
6.2 Confidential Information. Consultant, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by the City as confidential and will not
disclose any such information to a third party without the prior written approval of the City.
6.3 Unauthorized Access. Consultant will store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Consultant will notify the City immediately if the security or integrity of
any City information has been compromised or is believed to have been compromised, in which
event, Consultant will, in good faith, use all commercially reasonable efforts to cooperate with
the City in identifying what information has been accessed by unauthorized means and will fully
cooperate with the City to protect such information from further unauthorized disclosure.
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7.1 Consultant agrees that the City will, until the expiration of three (3) years after final
payment under this Agreement, or the final conclusion of any audit commenced during the said
three years, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the Consultant involving transactions relating to this
Contract at no additional cost to the City. Consultant agrees that the City will have access during
normal working hours to all necessary Consultant facilities and will be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this
section. The City will give Consultant reasonable advance notice of intended audits.
7.2 Consultant further agrees to include in all its subConsultant agreements hereunder a
provision to the effect that the subConsultant agrees that the City will, until expiration of three (3)
years after final payment of the subcontract, or the final conclusion of any audit commenced during
the said three years have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subConsultant involving transactions
related to the subcontract, and further that City will have access during normal working hours to
all subConsultant facilities and will be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this paragraph. City will give subConsultant
reasonable notice of intended audits.
8. INDEPENDENT CONSULTANT.
It is expressly understood and agreed that Consultant will operate as an independent Consultant
as to all rights and privileges and work performed under this agreement, and not as agent, representative
or employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Consultant will have the exclusive right to control the details of its operations and activities
and be solely responsible for the acts and omissions of its officers, agents, servants, employees,
Consultants and subConsultant. Consultant acknowledges that the doctrine of respondeat superior will
not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers,
agents, employees, servants, Consultants and subConsultant. Consultant further agrees that nothing
herein will be construed as the creation of a partnership or joint enterprise between City and Consultant.
It is further understood that the City will in no way be considered a Co -employer or a Joint employer of
Consultant or any officers, agents, servants, employees or subConsultant of Consultant. Neither
Consultant, nor any officers, agents, servants, employees or subConsultant of Consultant will be entitled
to any employment benefits from the City. Consultant will be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subConsultant.
9. LIABILITY AND INDEMNIFICATION.
9.1 LIABILITY - CONSULTANT WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINST ANYAND
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ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
9.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Consultant agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against the City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
the City modifies or misuses the software and/or documentation. So long as Consultant bears
the cost and expense of payment for claims or actions against the City pursuant to this section,
Consultant will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to
cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against the
City for infringement arising under this Agreement, the City will have the sole right to
conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, Consultant will fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers
City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of
payment of costs or expenses will not eliminate Contractor's duty to indemnify the City under
this Agreement. If the software and/or documentation or any part thereof is held to infringe
and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,
such use is materially adversely restricted, Consultant will, at its own expense and as
City's sole remedy, either: (a) procure for City the right to continue to use the software and/or
documentation; or (b) modify the software and/or documentation to make it non -infringing,
provided that such modification does not materially adversely affect City's authorized use of
the software and/or documentation; or (c) replace the software and/or documentation
with equally suitable, compatible, and functionally equivalent non -infringing software and/or
documentation at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Consultant, terminate this agreement, and refund all amounts paid
to Consultant by the City, subsequent to which termination City may seek any and all
remedies available to City under law.
10. ASSIGNMENT AND SUBCONTRACTING.
10.1 Assignment. Consultant will not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of the City. If the City grants consent
to an assignment, the assignee will execute a written agreement with the City and the Consultant
under which the assignee agrees to be bound by the duties and obligations of Consultant under this
Agreement. The Consultant and assignee will be jointly liable for all obligations of the Consultant
under this Agreement prior to the effective date of the assignment.
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10.2 Subcontract. If the City grants consent to a subcontract, the subConsultant will execute
a written agreement with the Consultant referencing this Agreement under which the subConsultant
will agree to be bound by the duties and obligations of the Consultant under this Agreement as such
duties and obligations may apply. The Consultant will provide the City with a fully executed copy
of any such subcontract.
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Consultant will provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
11.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by the Consultant, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.0 et
seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of
$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and
$100,000 per disease per employee
(d) Professional Liability (Errors & Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage will be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An annual
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certificate of insurance will be submitted to the City to evidence coverage.
11.2 General Requirements
(a) The commercial general liability and automobile liability policies will name the
City as an additional insured thereon, as its interests may appear. The term City
will include its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy will include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage will be provided to the City. Ten (10) days' notice will be acceptable in
the event of non-payment of premium. Notice will be sent to the Risk Manager,
City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to
the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
(e) Any failure on the part of the City to request required insurance documentation
will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Consultant has obtained all required
insurance will be delivered to the City prior to Consultant proceeding with any
work pursuant to this Agreement.
12. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances,
rules or regulations, Consultant will immediately desist from and correct the violation.
13. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subConsultants and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it will not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONSULTANT, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONSULTANTS OR SUCCESSORS IN
INTEREST, CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND THE CITY AND HOLD THE CITY HARMLESS FROM SUCH CLAIM.
14. NOTICES.
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Notices required pursuant to the provisions of this Agreement will be conclusively determined to
have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
To the CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6311
With Copy to:
City Attorney
Same Address
15. SOLICITATION OF EMPLOYEES.
1I�K�)►f.Y11NII:�►11�
MuniCap, Inc.
Abdi Yassin, Executive Vice President
600 East John Carpenter Freeway, Ste. 150
Irving, TX 75062
Facsimile: (469) 490-2800
Neither the City nor Consultant will, during the term of this agreement and additionally for a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this Agreement, without
the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not
apply to an employee of either parry who responds to a general solicitation of advertisement of employment
by either party.
16. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
17. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein will not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
18. GOVERNING LAW / VENUE.
This Agreement will be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
19. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be affected or impaired.
20. FORCE MAJEURE.
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City and Consultant will exercise their best efforts to meet their respective duties and obligations
as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes;
lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of
government; material or labor restrictions by any governmental authority; transportation problems;
restraints or prohibitions by any court, board, department, commission, or agency of the United States or
of any States; civil disturbances; other national or regional emergencies; or any other similar cause not
enumerated herein but which is beyond the reasonable control of the Party whose performance is affected
(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the
period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides
notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's
performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
reasonableness of such notice to be determined by the City in its sole discretion. The notice required by
this section must be addressed and delivered in accordance with Section 13 of this Agreement.
21. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, will not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
22. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C.
23. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
No amendment, modification, or extension of this Agreement will be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart will, for all
purposes, be deemed an original, but all such counterparts will together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the services are completed. In such event, at Consultant's option, Consultant will
either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with
the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Consultant must verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Consultant will provide City with copies of all I-9 forms and supporting eligibility
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documentation for each employee who performs work under this Agreement. Consultant must adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Consultant employee who is not legally eligible to perform such services.
CONSULTANT WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONSULTANT, CONSULTANT'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Consultant, will have the right to immediately terminate this
Agreement for violations of this provision by Consultant
27. OWNERSHIP OF WORK PRODUCT.
City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement, collectively, "Work Product". Further, City will be the sole and exclusive owner of
all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product will inure to the benefit of the City from the date of conception, creation
or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product will be considered a "work -made -for -hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended,
Consultant hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary
rights therein, that the City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of the City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that they have the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,
may be executed by any authorized representative of Consultant. Each party is fully entitled to rely on these
warranties and representations in entering into this Agreement or any amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP.
Consultant must notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Consultant or
authorized official must sign the letter. A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. NO BOYCOTT OF ISRAEL.
If Consultant has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Consultant acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the
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meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this
Agreement, Consultant certifies that Consultant's signature provides written verification to the City that
Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Consultant acknowledges that, in accordance with Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms "boycott energy company" and "company"
have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by
Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is
applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature
provides written verification to the City that Consultant: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
32. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly
from public funds of the City with a company with 10 or more full-time employees unless the contract
contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Consultant certifies that Consultant's signature provides written verification to the City that
Consultant: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
33. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For these purposes,
"electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile
transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign.
34. ENTIRETY OF AGREEMENT.
This Agreement contains the entire understanding and agreement between City and Consultant,
their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous
oral or written agreement is hereby declared null and void to the extent in conflict with any provision of
this Agreement.
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IN WITNESS W
City of Fort Worth, Texas:
By: William Johnson (A 24, 202315:13 EDT)
REOF, the parties hereto have executed this Agreement in multiples.
Name: William Johnson
Title: Assistant City Manager
Date: Aug 24, 2023
MuniCap, Inc.
A Maryland corporation:
.A6c%' G�aaa�ii
By:
Name: Abdi Yassin
Title: Executive Vice President
Date: Aug 23, 2023
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
.Po6a�tst��
By:
Name: Robert Sturns
Title: Director
Approved as to Form and Legality
By:
Name: Tyler F. Wallach
Title: Assistant City Attorney
Contract Authorization:
M&C: 23-0629 (August 8, 2023)
Form 1295:2023-1043398
Vendor Services Agreement with MuniCap, Inc. 11 of 10
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By: ��
Name: Crystal Hinojosa
Title: Economic Development Manager
City Secretary
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By:
Name: Jannette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXIHIBIT A-1
STATEMENT OF WORK — PIDs
1.0 SCOPE OF SERVICES
Consultant will provide services to the City for the PIDs set forth in Exhibit C-3 in accordance with
this scope of services. There are fifteen (15) sections to the scope of services relating to eight (8)
general types of consulting and administrative services provided. The eight (8) general types are
consulting services related to service and assessment plan and bond issuance, administrative
support services related to the special assessments, delinquency management, prepayment of
special assessments, arbitrage rebate, continuing disclosure, IRS compliance monitoring, and
accounting services.
2.0 CONSULTING SERVICES RELATED TO SERVICE AND ASSESSMENT PLAN AND
BOND ISSUANCE
Consulting services are services associated with the preparation of service and assessment plan
with related assessment roll(s) for financing the public improvement of the development with the
issuance of public improvement district bonds. The following services are typically provided by
the Consultant on similar financings, but all services are provided on an as requested basis.
• Consultant will prepare the service plan for the PIDs. The service plan will include the
assessment methodology and the assessment roll for the PIDs. In conjunction with the
preparation of the service plan, Consultant will help estimate the assessments on various types
of properties and revenues available to apply to the assessments and prepare projections for
the issuance of bonds secured by the assessments;
• Consultant will 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;
• Consultant will provide the certification required for the issuance of the bonds as reasonably
approved by Consultant; and
• Consultant will provide services to assist with the issuance of bonds on an as requested basis,
including attending meetings, participating in conference calls, reviewing documents,
providing advice and preparing projections of revenues to repay the bonds.
3.0 ADMMISTRATIVE 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 bond funds and
accounts, and providing public information.
4.0 CALCULATE AND ALLOCATE THE ANNUAL INSTALLMENT
Task will entail determining the Annual Installment to be collected from each parcel and includes
the following sub -tasks:
Background Research
Task will involve gathering and organizing the information required to form a database
necessary to calculate and to allocate the Annual Installment and includes the following:
1. Subdivision Research: Identify parcel subdivisions and any other information relevant to
collection of the Annual Installments;
2. 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;
3. 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; and
4. Database Management: Prepare database to include all relevant property characteristics
for the parcels in the PIDs.
Calculate the Annual Installment to be collected
Task will involve calculating the Annual Installment to be collected and includes the following
sub -tasks:
1. Preparation of Budget: Prepare a budget for the PIDs for the subsequent fiscal year on
the basis of the Service and Assessment Plan (SAP), as updated each year;
2. 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; and
Allocate Annual Assessment to the Assessed Lots: Allocate the Annual Installment to
be collected to the Assessed Lots in the PID on the basis of the Systems, Applications and
Products (SAP's) as updated each year.
Determine Amendments to the Annual Assessment Roll
Task will involve determining the amendments to the Annual Assessment Roll and making
those amendments pursuant to the SAP's of Special Assessments.
Revise Assessment Plan
Task will involve updating the 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 preparation of the revised
assessment plan, Consultant will monitor and report on opportunities to refund the bonds to
reduce the costs of debt service.
Support Services Related to Billing of Annual Installments
1. Present Findings to the City: The updated assessment plan prepared by the Consultant
will be provided to the City for its approval;
2. Provide Assessment Roll to County: The Consultant will assist the City with its required
notification to the County of the amount of the Annual Installments to be collected each
year; and
3. Supplemental Billing: The Consultant will assist the County or City with any
supplemental billing that will be necessary.
Administration of Bond Funds
Task will involve 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. The task will also include evaluation and coordination of
investment of funds, including a review of qualified investment options pursuant to the trust
indenture.
5.0 PUBLIC INFORMATION
Task will involve responding to telephone calls from property owners and other interested parties
who have questions regarding the special assessments. The calls will be related to a tax bill or an
inquiry related to the purchase or sale of property subject to the special assessments. The Consultant
will provide a toll -free phone number for property owners to call with questions. Additionally, the
number will be given to people who call the City or County to obtain information about the special
assessments.
6.0 ADMINISTRATIVE REVIEW
At the request of the City, the Consultant will 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.
7.0 DELIOUENCY MANAGEMENT
Services will be provided only if special assessments are levied and there are delinquencies in the
payment of special assessments.
8.0 DELINOUENT SPECIAL ASSESSMENT REPORT
After the end of the collection period, the Consultant will prepare a report which lists each parcel
delinquent in the payment of the Annual Installment, and the corresponding amount of delinquency
plus penalties.
9.0 DELIOUENCY FOLLOW-UP
The Consultant will keep the Trustee and City informed of special circumstances that come to the
attention of the Consultant, such as bankruptcies and foreclosures.
10.0 PREPAYMENT OF SPECIAL ASSESSMENTS
Consultant will coordinate the prepayment of special assessments with the City, Trustee, property
owners and title companies. This coordination will 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.
11.0 ARBRITAGE REBATE SERVICES
Arbitrage rebate services encompass activities associated with computing the rebate liability (if
any) related to any PID or TIRZ bonds. The computations will be prepared as described in Section
148(f)(2) of the Internal Revenue Code of 1986, as amended, Consultant will coordinate the
arbitrage rebate requirements of the bonds, including the following:
Background Research
Task will involve the review of documents, including the Indenture, non -arbitrage certificate,
IRS form 8038-G trustee fund/account statements, 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.
Calculation of Bond Yield
Task will involve preparation of a debt service table and an independent calculation of the
yield on each issue. The resulting yields will be verified with those stated on the non -arbitrage
certificates.
Calculation of Rebate Liability
Task will involve computation of the allowable arbitrage earnings and comparison of the
results to the actual investment earnings for each issue.
Preparation of Rebate Report
Task will involve 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:
1. Explanation of calculation methodology;
2. Overview of applicable rebate requirements and treasury regulations;
3. Summary of all pertinent dates;
4. Identification of major assumptions;
5. Review of sources and uses of funds;
6. Bond yield calculation;
7. Investment yield by fund with comparison to bond yield;
8. Rebate liability by fund;
9. Aggregate liability for the issue.
12.0 REBATE LIABILITY DISCHARGE
Task will involve coordination of the filing of IRS Form 8038-T, and providing instructions for
installment payments as necessary.
13.0 ASSISTANCE WITH IRS INOUIRES
Task will involve 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. Services are provided on a time and
material basis and are not included in the base fee.
14.0 CONTINUING DISCLOSURE SERVICES
• Continuing Disclosure/Annual Report Preparation
1. Annual Report Preparation
The Consultant will prepare an annual report as required by the continuing disclosure
agreements;
• Developer Quarterly Reports
The Consultant will request from the Developer the reports pursuant to the continuing
disclosure agreement;
• Significant Event Notices
Upon notification by any responsible party or if Consultant independently becomes aware of
such knowledge, Consultant will prepare notices of material events covering the events
enumerated in the disclosure agreements;
• Dissemination
The Consultant will disseminate the annual reports, quarterly reports from the Developer, and
notices of significant events to the designated dissemination agent or Municipal Securities
Rulemaking Board (MSRB) and the appropriate state information repository (SID), as
applicable, in a timely manner as set forth in the continuing disclosure agreement. The
Consultant will also provide information to bond holders requesting information as provided
for in the continuing disclosure agreements;
• Homebuyer Disclosure
The Consultant will 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:
1. Notice of the special taxing district recorded in the appropriate land records for the
property;
2. Notice of the special taxing district provided by builders in addendum to contracts on
brightly colored paper;
3. Collection of a copy of the addendum signed by each buyer from builders with such copy
being provided to the City;
4. Signage indicating that the property for sale is located in a PID located in conspicuous
places in all model homes;
5. An overview of the PIDs provided to builders to be included in sales packets;
6. Estimates of monthly ownership costs including special assessments;
7. 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;
8. Notice of the PID in the homeowner association documents; and
9. Announcements of the PIDs on the City's web site and community channel.
15.0 IRS COMPLIANCE MONITORING
• Compliance Monitoring
Task will involve maintenance of an audit file and preparation of a report confirming
compliance with applicable requirements of the tax certificate for the bonds. The task will
include 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
improvement, 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;
6. Preparation of Report
Prepare a report to the City each year explaining the efforts of Consultant 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.
• Tax Reporting
Consultant will request and compile all information related to IRS -required tax reporting (i.e.—
W9's) from all vendors and report this information annually to all vendors and the IRS in
accordance with IRS regulations.
16.0 ACCOUNTING SERVICES
This task includes the following subtasks:
Review and Track Invoices
Consultant will enter any invoices received by the PID into the accounts receivable journal,
check the invoice against approved contracts or purchase orders, prepare a certificate for the
payment of the invoice by the Trustee, and forward the invoice with the Consultant's and
Trustee's certificate to an officer of the PID authorized to approve the disbursement of funds
by the PID.
Maintain General Ledger
Consultant will enter transactions in a general ledger for the PID to maintain accounting
records to be used for the preparation of financial statements, as needed.
Financial Statement Preparation
Consultant will record financial transactions of the PID in the appropriate ledgers of the PID
and prepare annual financial statements for the PID, as needed.
Annual Audit Coordination
The Consultant will coordinate with the auditor the preparation of an audit of the financial
records of the PID. Consultant will incorporate internal controls as recommended by the
auditor.
Requisition Review
1. The Consultant will assist the City with review of all requisition documentation and verify
confirmation of compliance with the Development, Acquisition and Financing Agreement,
confirm proper documentation in the audit file, and identify any missing information or
requirements not confirmed, as needed; and
2. The Consultant will provide other services requested by the City for which the Consultant
has expertise, such as evaluating options to refund the bonds at a lower interest rate. Such
services will be provided only if confirmed in writing (including by email) and will be
billed on a time and material basis as provided for in Exhibit `B", "Verification of
Authority".
17.0 OTHER AUTHORIZED WORK
Perform any other PID related work requested by the City.
The Consultant may provide other services requested by the City for which the Consultant has
expertise, such as evaluating options to refund the bonds at a lower interest rate. Such services will
be provided only if confirmed in writing (including by email) and will 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, Consultant will 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 Consultant. Consultant 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. Consultant'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.
18.0 MSRB NOTICE
Consultant 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, Consultant
(MuniCap, Inc.) is required to provide City with the following information:
1. Consultant 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
G-42(a)(i) concerning obligated person clients. To the extent any material conflicts of interest
arise after the date of this Agreement, Consultant will provide information concerning any
material conflicts of interest in the form of a written supplement to this Agreement.
2. As part of this registration, Consultant is required to disclose any legal or disciplinary event
that is material to the City's evaluation of the Consultant or the integrity of its management or
advisory personnel. The Consultant has determined that no such event exists.
Copies of Consultant filings with the SEC are available via the SEC's EDGAR system by
searching "Company Filings," which is available via the Internet at:
https://www.sec.gov/edgar/searchedgar/companysearch.html. Search for "MuniCap" or for
Consultant's CIK number, which is 0001614774.
4. The MSRB has made available on its website (www.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.
1*141111:31Il15a
STATEMENT OF WORK — TIRZ
1.0 SCOPE OF SERVICES
Consultant will provide services to the City for the TIRZs in accordance with this scope of services. There
are two sections to this scope of services relating to four general types of administrative services provided.
These five sections are as follows: (i) consulting services related to TIRZ creation (ii) administrative support
services related to the TIRZ revenues (iii) delinquency management (iv) disclosure services, and (v)
compliance monitoring. The specific services to be provided by Consultant are as follows:
2.0 CONSULTING SERVICES RELATED TO TIRZ CREATION
Consulting services are those services associated with a) the creation of TIRZs, b) preparation of the TIRZ
Project Plan and Finance Plans ("TIRZ Plans"), and c) amendment of TIRZ Plans.
3.0 ADMINISTRATIVE SUPPORT SERVICES RELATED TO THE TIRZ REVENUES
Administrative and management support services are those services associated with the annual
determination of the applicable tax increment amounts pursuant to the TIRZ Plans collected from the
properties subject thereto (the "TIRZ Revenues"), updating the TIRZ Plans, allocation of TIRZ Revenues,
and providing public information.
A. Calculate and Allocate the TIRZ Revenues
This task entails determining the annual TIRZ Revenues 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 TIRZ Revenues and includes the following:
a. Subdivision Research: Identify parcel subdivisions and any other information
relevant to collection of the TIRZ Revenues.
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 TIRZ Revenues and verify the assessed value of each
parcel.
Database Management: Prepare database to include all relevant property
characteristics for the parcels in the TIRZ.
2. Calculate and/or Verify the TIRZ Revenues Collected
This task involves calculating and/or verifying the TIRZ Revenues collected and includes the
following sub -tasks:
a. Preparation of Budget: Prepare a budget for the TIRZs based on TIRZ Revenues
collected in the preceding fiscal year on the basis of the TIRZ Plans, as updated
from time to time.
b. Allocate TIRZ Revenues for authorized uses: Allocate the TIRZ Revenues
collected for authorized uses on the basis of the TIRZ Plans, as updated from time
to time.
3. Determine Updates to the Annual Assessment Roll
This task involves determining the updates to the Annual Assessment Roll, if applicable, and
making those amendments pursuant to the TIRZ Plans.
4. Update TIRZ Plans
This task involves updating the TIRZ Plans to incorporate changes, if any, to the research,
methodology, and assumptions utilized in the preparation of the TIRZ Plans, the TIRZ Revenues collected,
and the allocation of the TIRZ Revenues collected from the parcels in the TIRZs.
B. Administration of Bond Funds
This task involves the review and reconciliation of the account statements for funds and accounts
maintained for the TIRZ Revenues, if applicable. The accounts and transactions are checked for accuracy
and consistency with the applicable documents.
C. Public Information
This task involves responding to telephone calls from property owners and other interested parties
who have questions regarding the TIRZs. These calls may be related to a tax bill or an inquiry related to
the purchase or sale of property. The Consultant will 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 TIRZs.
D. Administrative Review
At the request of the City, the Consultant will review any notice from a property owner alleging an
error in the calculation of any matters related to the TIRZs, 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.
D. TIRZ Board Management
This task involves providing best practices for TIRZ Board management, and includes the
following sub -tasks:
a. Review all relevant TIRZ related documents and prepare an outline of TIRZ
participants, projects, obligations, performance timelines, milestones etc.
b. Work with TIRZ Board to determine reasonable and predictable schedule of meetings.
c.
Prepare a detailed annual TIRZ task timeline for TIRZ Board consideration and
approval.
d.
Coordinate Board meetings including required statutory notices and publications.
Solicit agenda items, prepare and circulate draft agendas for feedback and post final
agendas as required.
e.
Prepare necessary meeting packets including draft minutes of prior meetings and
presentation materials as needed.
f.
Assist TIRZ Board and/ or City staff in preparation for meetings, as needed.
g.
Prepare TIRZ Board meeting minutes.
h.
Prepare and send meeting follow-ups for action items considered in TIRZ Board
meetings.
i.
Conduct regular workshops for new and existing TIRZ Board members as needed.
Most workshops will be structured to coincide with TIRZ Board meeting dates for
efficiency.
j.
Work with City secretary and City and/or TIRZ counsel to ensure proper recording of
relevant TIRZ related documents.
4.0 DELINOUENCY
MANAGEMENT
These services are provided only if there are delinquencies in the payment of TIRZ Revenues.
A. Delinquent TIRZ Revenues Report
After the end of the collection period, the Consultant will prepare a report which lists each parcel
delinquent in the payment of the TIRZ Revenues and the corresponding amount of delinquency, plus
penalties.
B. Delinquency Follow -Up
The Consultant will keep the City informed of special circumstances that come to the attention of
the Consultant, such as bankruptcies and foreclosures.
The Consultant will also work with the City, the delinquent tax attorneys and the tax collector to
initiate and pursue delinquency enforcement procedures.
5.0 CONTINUING DISCLOSURE SERVICES
A. Continuing Disclosure/Annual Report Preparation
1. Annual Report Preparation
The Consultant will prepare or assist the City to prepare an annual report for the TIRZs as may be
required.
2. Interim Reports
The Consultant will prepare or assist the City to prepare an interim report for the TIRZs, if
requested, or any other work request by the City.
6.0 COMPLIANCE MONITORING
A. Compliance Monitoring
This task involves maintenance of an audit file and preparation of a report confirming compliance
with the provisions of the TIRZ Plans. 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
improvement, 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.
6. Preparation of Report
Prepare a report to the City each year explaining the efforts of Consultant to verify
confirmation of compliance with the TIRZ Plans, documentation in the audit file, and identifying any
missing information or requirements of the TIRZ Plans not confirmed.
7. Other Authorized work
Perform any other TIRZ related work requested by the City.
The Consultant may provide other services requested by the City for which the Consultant has expertise,
such as preparing the TIRZ project plan and finance plan or evaluating options to refund the bonds at a
lower interest rate. Such services will be provided only if confirmed in writing (including by email) and
will 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, Consultant will provide additional services to assist with matters related
to any TIRZ. The services provided herein do not include conducting due diligence on information provided
to or used by Consultant. Consultant 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.
Consultant'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.
Exhibit C-1
CONSULTING AND ADMINISTRATION SERVICES FEE SCHEDULE — PID
I. CONSULTING SERVICES RELATED TO THE SERVICE AND ASSESSMENT PLAN AND PID BOND
ISSUANCE
Consultant will provide services as described in Section 2.0 of Exhibit A-1 for a fee not to exceed
$45,000 for each separate PID assessment levy and/or bond issuance related to PIDs plus out of pocket
expenses as described below. To the extent allowed by law, such amount will be paid to the Consultant
from Bond proceeds and/or Developer funds. The Consultant will also provide services as described in
Section I of Exhibit A for a fee not to exceed $25,000 for any and all services related to refunding bonds.
Consultant's invoices will be paid solely from available funds of the applicable PID or from Developer
funds.
II. ADMINISTRATIVE SERVICES RELATED TO THE SPECIAL ASSESSMENTS
Administrative services, as set forth in Sections 3.0, 4.0, 5.0, 6.0, 7.0, 8.0, 9.0, 13.0, and 14.0 of
Exhibit A-1, will be provided on a time and material basis with total annual not to exceed amount of
$35,000, per PID assessment levy, plus an amount not to exceed $7,000 for one-time initial set up costs per
PID assessment levy.
Administrative services, as set forth in Sections 15.0 and 16.0 of Exhibit A-1, will be provided on
a time and material basis with total annual not to exceed amount of $13,000, per PID assessment levy, plus
an estimate of $5,000 to $7,000 for one-time initial set up costs per PID assessment levy. These costs should
decrease once the development associated with each PID is complete. This estimate includes preparation
for and attendance at an annual meeting of the City to review the update of the annual assessment plan.
Fees will be billed based on the number of hours worked at Consultant's prevailing hourly rates, which are
currently shown in the fee schedule below for "Additional Work", as agreed by City and Consultant.
Consultant's invoices will be paid solely from available funds of the applicable PID or from Developer
funds.
III. PREPAYMENTS OF SPECIAL ASSESSMENTS
Services related to prepayment of special assessments, as set forth in Section 10.0 of Exhibit A-1,
are billed directly to the party requesting the prepayment and paid from prepayment proceeds.
IV. ARBITRAGE REBATE SERVICES
Services related to annual arbitrage rebate, as set forth in Sections 11.0 and 12.0 of Exhibit A-1
will be provided for a cost of $1,250 per year plus an initial setup fee of $500 for each phase bond series.
Calculations provided each five years in -lieu of annual calculations will be provided for a cost of $4,000
plus an initial setup fee of $500 for each phase bond series.
REIMBURSABLE EXPENSES
Out of pocket expenses are billed at actual costs without any mark up. Consultant will 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 will such increase be made more than one time per year,
such increase will not exceed 10% of the fee charged immediately prior to the increase, and such increase
must be approved by the City. Consultant will provide the City with one hundred and twenty (120) days
advance written notice of its intent to increase.
ADDITIONAL WORK
Services or meetings not included in the scope of work set forth in Exhibit "A-1" to this Agreement
are identified as additional work and will be billed at Consultant's prevailing hourly rates, which currently
are as follows:
Title Hourly Rate
President $350
Executive Vice President 325
Senior Vice President 300
Vice President 275
Director
250
Manager
225
Project Manager
215
Senior Associate
200
Associate
175
Consultant's hourly rates may be adjusted from time to time to reflect increased costs of labor and
services upon prior written approval from the City, which may be approved administratively.
Consultant will not provide additional work without the City's prior written authorization.
Consultant will send an invoice to the City each quarter 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 will be accompanied by a certificate to the trustee to be signed by the City
instructing the trustee to pay the invoice. Within thirty (30) days of receiving the invoice, the City will
forward each correctly billed invoice to the trustee with a signed certificate instructing the trustee to pay
the invoice. Consultant's invoices will be Daid solelv from available funds of the aDDlicable PID or
developer funds. In the event that the Trustee fails or refuses to Dav Consultant, then the Citv and
Consultant will work together in good faith with the Trustee to resolve anv Davment issues. However,
Citv will not be liable for anv funds that the Trustee fails or refuses to Dav to Consultant.
Exhibit C-2
CONSULTING AND ADMINISTRATION SERVICES FEE SCHEDULE — TIRZ
I. CONSULTING SERVICES RELATED TO TIRZ CREATION
Consultant will provide services as described in Section I of Exhibit A-2 for a fee not to exceed
$35,000 for each new TIRZ plus out of pocket expenses as described below, dependent upon the size and
scope of each TIRZ. Such amount will be billed by and paid to the Consultant from developer funds each
month or TIRZ increments or from bond proceeds. The Consultant will also provide services as described
in Section I of Exhibit A-2 for a fee not to exceed $20,000 for each subsequent amendment of the TIRZ
Plan and fee not to exceed $25,000 for services related to issuance of TIRZ related bonds or refunding
bonds. Such estimated amount for each subsequent tasks will be evaluated upon receipt of additional
information related to the TIRZ. Consultant's invoices will be Paid solelv from developer funds or other
available funds of the applicable TIRZs.
II. ADMINISTRATIVE SERVICES RELATED TO THE TIRZ REVENUES
Administrative services, as set forth in Section 3.0, 4.0, 5.0, and 6.0 of Exhibit A-2, will be provided
on a time and material basis with total annual not to exceed amount of $24,000 per TIRZ or sub area of
TIRZ requiring separate revenue tracking, plus an amount not to exceed $5,000 for one-time initial set up
costs. These costs should decrease once the development is complete. Fees will be billed based on the
number of hours worked at Consultant's prevailing hourly rates, which are currently shown in the fee
schedule below for "Additional Work", as agreed by City and Consultant. Consultant's invoices will be
paid solelv from developer funds or other available funds of the TIRZs.
III. DELINQUENCY MANAGEMENT
Services related to delinquency management are provided on a time and material basis and are included in
the total annual estimates described above in Section I of this Exhibit "C-2."
IV. CONTINUING DISCLOSURE SERVICES
The costs related to the continuing disclosure services are provided on a time and material basis
and are included in the total annual estimates described above in Section I of this Exhibit 11C-2."
V. COMPLIANCE MONITORING
The costs related to the accounting services are provided on a time and material basis and are
included in the total annual estimates described above in Section I of this Exhibit "C-2."
REIMBURSABLE EXPENSES
Out of pocket expenses are billed at actual costs without any mark up. Consultant will 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 will such increase be made more than one time per year
and such increase will not exceed 10% of the fee charged immediately prior to the increase, and such
increase must be approved, in writing, by the City. Consultant will provide City with one hundred and
twenty (120) days advance written notice of its intent to increase.
ADDITIONAL WORK
Services or meetings not specified in the scope of work set forth in Exhibit "A-2" to this Agreement
are identified as additional work and will be billed at Consultant's prevailing hourly rates, which currently
are as follows:
Title Hourly Rate
President $350
Executive Vice President 325
Senior Vice President 300
Vice President 275
Director 250
Manager
225
Project Manager
215
Senior Associate
200
Associate
175
Consultant's hourly rates may be adjusted from time to time to reflect increased costs of labor and
services upon prior written approval from the City, which may be approved administratively.
Consultant will not provide additional work without City's prior written (including email)
authorization.
Consultant will 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 will 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 will forward
each correctly billed invoice to the trustee with a signed certificate instructing the trustee to pay the invoice.
Consultant's invoices will be paid solely from developer funds or other available funds of the applicable
TIRZs. In the event that the Trustee fails or refuses to pay Consultant, then the City and Consultant will
work together in good faith with the Trustee to resolve any payment issues. However, City will not be
liable for any funds that the Trustee fails or refuses to pay to Consultant.
Consultant specifically acknowledges that it will have no recourse against the City for payment of any fees
associated with this agreement except exclusively from TIRZ funds as noted in this Agreement.
Exhibit C-3
LIST OF PIDS — TO BE UPDATED WITH EACH NEW PID
1— Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
2 — Public Improvement District No. 17 (Rock Creek Ranch)
3 — Public Improvement District No. 22 (Veale Ranch)
Exhibit C-4
LIST OF TIRZS — TO BE UPDATED WITH EACH NEW TIRZ
1— Tax Increment Reinvestment Zone No. 16 (Veale Ranch)
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/08/23 M&C FILE NUMBER: M&C 23-0629
LOG NAME: 17PID ADMINISTRATION
SUBJECT
(CD 3) Authorize the Execution of Contract with MuniCap, Inc., to Provide Consulting, Financial and Operational Administrative Services Related
to Quail Valley, Rock Creek Ranch, and Veale Ranch Capital Public Improvement Districts, as Well as the Future Veale Ranch Tax Increment
Reinvestment Zone in an Amount Not to Exceed $405,000.00 Annually for an Initial Term of Four Years with Four Renewal Options of One Year
Each
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a contract with MuniCap, Inc., for financial and operational administrative
services related to Quail Valley, Rock Creek Ranch, and Veale Ranch Capital Public Improvement Districts, as welll as the future Veale Ranch Tax
Increment Reinvestment Zone in an amount not to exceed $405,000.00 annually for an initial term of four years with four renewal options of one
year each.
DISCUSSION:
The purpose of this Mayor and Council Communication is to authorize a new agreement with Municap, Inc, (MuniCap) for consulting, financial, and
administrative services related to Quail Valley, Rock Creek Ranch, and Veale Ranch Capital Public Improvement Districts (PIDs).
Municap currently provides consulting, financial, and administrative services for the Quail Valley and Rock Creek Ranch PIDs through an
agreement with the City (City Secretary Contract No. 49927). City staff anticipates the creation of a new capital PID and Tax Increment
Reinvestment Zone (TIRZ) to support the development of 5,200 acres consisting of parcels known as Veale Ranch/Team Ranch, Rolling V South,
and Ventana South (Veale Ranch), which are located primarily within Fort Worth's extraterritorial jurisdiction in Parker County and Tarrant County.
MuniCap has agreed to expand its services to include the new Veale Ranch PID and Veale Ranch TIRZ. The proposed agreement will supersede
the current agreement with MuniCap (CSC No. 49927), with the current agreement terminating on the effective date of this new agreement for the
purpose of including all services within one consolidated agreement.
The services MuniCap will provide to the City in relation to the PID include input and analysis of the initial and annual service and assessment plan,
as appropriate, analysis of the bond issues, administrative and managerial support services for the day-to-day operation of the PIDs, including
communication with property owners, calculation and allocation of the annual installment of the assessments, and collection oversight for
assessment payments. MuniCap will also assist the City in performing disbursement requests, trust account monitoring, arbitrage rebate
calculations and assist in preparing continuing disclosure documents, and Internal Revenue Service (IRS) post issuance compliance verifications
as may be required as part of the debt issuance.
The services MuniCap will provide to the City in relation to the Veale Ranch TIRZ includes input and analysis of the initial Project Plan and
Financing Plan and any subsequent amendments, as needed, analysis of the Veale Ranch TIRZ bond issues, if any, and administrative and
managerial support services for the day-to-day operation of the Veale Ranch TIRZ, including tracking collection of the Veale TIRZ increment and
calculation of its obligations. MuniCap will also assist the City in performing disbursement requests, trust account monitoring, and assist in
preparing and filing required annual reports as well as IRS post issuance compliance verifications as may be required by any related debt
issuance.
Services performed under the Agreement will be paid from the proceeds of the PIDs and TIRZ Assessment Revenues, as appropriate, and will not
exceed $405,000.00 per year.
Term:
The initial term of the agreement is four years and includes four renewal terms of one year each.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds to pay for these services will be collected through the levy of an assessment from the
PIDs. Appropriations will be presented for Mayor and Council consideration when the assessments are finalized and the levy is presented.
Submitted for Citv Manaaer's Office bv: William Johnson 5806
Oriainatina Business Unit Head: Robert Sturns 2663
Additional Information Contact: Crystal Hinojosa 7808
Expedited