Loading...
Res 18-16 Authorizing the Town Manager to execute a contract with P3 Works, LLC for Solana Public Improvement District Administration Services TOWN OF WESTLAKE RESOLUTION NO. 18-16 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ENTERING INTO A CONTRACT WITH P3 WORKS, LLC FOR PUBLIC IMPROVEMENT DISTRICT ADMINISTRATOR SERVICES RELATED TO THE SOLANA PUBLIC IMPROVEMENT DISTRICT; AND AUTHORIZING THE TOWN MANAGER TO EXECUTE THE AGREEMENT OF BEHALF OF THE TOWN OF WESTLAKE, TEXAS. WHEREAS, the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended (the "Act"), authorizes the Town Council (the "Council") of the Town of Westlake, Texas (the "Town"), to create a public improvement district within the Town; and WHEREAS, on February 24, 2014, the Council conducted a public hearing to consider a petition received by the Town on October 18, 2013 titled "Petition for the Creation of a Public Improvement District Within the Town of Westlake, Texas, for the Solana Public Improvement District" requesting the creation of a public improvement district; and WHEREAS, on February 24, 2014, the Council approved Resolution No. 14-07 (the "Authorization Resolution"), authorizing, establishing and creating the Solana Public Improvement District (the "District"); and WHEREAS, on January 15, 2015, the Council adopted Ordinance No. 741 which, among other matters, defined the duties of the Solana Public Improvement District Administrator; and WHEREAS, the Town Council finds that the proposed contract with P3 Works, LLC is in the best interest of the public. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: All matters stated in the Recitals above are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: The Town Council of the Town of Westlake hereby approves the contract with P3 Works, LLC for Public Improvement District Administrator services related to the Solana Public Improvement District, attached as Exhibit "A", and further authorizes the Town Manager to execute the agreement on behalf of the Town of Westlake, Texas. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions Resolution 18-16 Page 1 of 2 hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 301h DAY OF APRIL, 2018. Laura Wheat, Mayor ATTEST: Kelly Edward , Town Secretary W ES Thomas E. Bry er n Manager C� T��� APPR E., AS/TO F RM: o nton f , T Attorney T E P Resolution 18-16 Page 2 of 2 AGREEMENT FOR PUBLIC IMPROVEMENT DISTRICT ADMINISTRATION SERVICES This Agreement for Public Improvement District Administration Services("Agreement") is entered into this ] day of p.nP,�� ,2018, by and between P3Works,LLC("P3 Works'%and the Town of Westlake,Texas('Town"). RECITALS WHEREAS, the Town of Westlake Council passed Resolution No. 18-16 on April 30,2018, approving and authorizing the creation of the Solana Public Improvement District No. I ("PID No. I" or "District") to finance the costs of certain public improvements for the benefit of property within the District; and WHEREAS, the Town issued bonds to fund certain improvements in the PID as authorized by the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended; and WHEREAS, the Town requires specialized services related to the revision and updating of the Service and Assessment Plan ("Service and Assessment Plan"), bond issuance, and the administration of the District, as more fully set forth in this Agreement; and WHEREAS,the Town has previously entered into a PID Administration Agreement with Municap,Inc.(the "Original PID Administration Agreement"), and has elected to terminate such Original PID Administration Agreement pursuant to the terms thereof and enter into this Agreement with P3Works;and WHEREAS, P3Works has the expertise to properly establish and administer the District and ensure compliance with Texas Local Government Code Chapter 372; and WHEREAS, the Town desires to retain P3Works to provide District administration services; NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for good and valuable consideration, P3Works and the Town agree as follows: ARTICLE I TERM OF AGREEMENT 1.0 The Agreement shall be effective as of its approval by all parties,and shall be for a period of three (3)years and shall automatically continue on a year to year basis until terminated pursuant to Article V of this Agreement. Resolution 18-16 Page 1 of 8 ARTICLE II SERVICES TO BE PROVIDED BY P3WORKS 2.0 The scope and timing of services to be performed by P3Works are set forth in Exhibit A,which is attached hereto and incorporated into this Agreement by this reference. 2.1 P3Works agrees that its services pursuant to this Agreement shall at all times be subject to the control and supervision of the Town and that nothing in this Agreement shall constitute an assignment of any right or obligation of the Town under any applicable contract, agreement, or law. P3 Works shall not represent to any property owner or any other person that it or any of its employees are acting as the Town or employees of the Town. 2.2 No substantial changes in the scope of services shall be made without the prior written approval of P3Works and the Town. 2.3 P3Works shall supply all tools and means necessary to perform the services and production of the work product described in Exhibit A. ARTICLE III PAYMENT TERMS AND CONDITIONS 3.0 In consideration for the services to be performed by P3Works,the Town agrees to pay P3Works the fees for all services and related costs and expenses set forth in Exhibit A, beginning the first day of the month following the execution of this Agreement. Beginning on February 1, 2019, and each February 1 thereafter,the fees shall increase by 2%. 3.1 Monthly invoices shall be submitted to the Town for work completed. Town agrees to pay the amount due to P3 Works upon receipt of each invoice. 3.2 Copies of all invoices to P3Works for expenses, materials, or services provided to P3Works will accompany the invoice to the Town. P3Works will pass any third-party cost through to the Town without markup, and will not incur any expense in excess of$200 without written consent of the Town. 3.3 The only source of payment for P3Works' fees and services shall be the special assessments levied against property in the District or funds advanced by the developer. The Town general fund shall never be used to pay for any expenses relating to P3Works' administration of the District. In the event there is insufficient District funds in a given year to pay P3Works' fees and expenses, P3Works agrees to defer the fees and expenses until such time as there are sufficient District funds or funds advanced by the developer. ARTICLE IV TERMINATION OF THIS AGREEMENT 4.0 Notwithstanding any other provisions of this Agreement, either party may terminate this Agreement at any time by giving sixty(60)days written notice to the other party without penalty and without limitation of its right to seek damages. Town shall pay P3Works,within 30 days of such termination, all of P3Works' fees and expenses actually accrued or incurred to and including the date of termination, including any amount incurred or accrued in connection with work in progress. Resolution 18-16 Page 2 of 8 ARTICLE V GENERAL PROVISIONS 5.0 This Agreement supersedes any and all agreements, including the Original PID Administration Agreement, either oral or written, between the parties hereto with respect to rendering of services by P3 Works for the Town and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party of this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. 5.1 This Agreement shall be administered and interpreted under the laws of the State of Texas. This Agreement shall not be construed for or against any party by reason of who drafted the provisions set forth herein. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall remain in full force and effect. 5.2 Neither this Agreement nor any duties or obligations under this Agreement may be assigned by P3 Works without the prior written consent of the Town. 5.3 The waiver by either party of a breach or violation of any provision of this Agreement will not operate as or be construed to be a waiver of any subsequent breach thereof. 5.4 All records,reports, and other documents prepared by P3 Works for the purposes of providing the services described in this Agreement shall be property of the Town. All such documents shall be made available to the Town during the course of performance of this Agreement, and in a format that is accessible from a commercial available software system. Any reports, studies, photographs,negatives, or other documents or drawings prepared by P3Works in the performance of its obligations under this Agreement shall be the exclusive property of the Town and all such materials shall be remitted to the Town by P3 Works upon completion,termination, or cancellation of this Agreement. 5.5 The Town acknowledges P3 Works' ownership of its software, programs, inventions, know-how, trade secrets, confidential knowledge, source code, or other proprietary information relating to products, processes, services, software, formulas, developmental or experimental work, business plans, financial information,or other subject matter("Confidential Information")pertaining to the business of MWorks. This Agreement shall not in any way give rise to any requirement or obligation for P3 Works to disclose or release any Confidential Information. 5.6 The headings and article titles of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part hereof. 5.7 Should either party commence any legal action or proceeding against the other based upon this Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees and costs. 5.8 All notices, requests, demands, and other communications which are required to be given under this agreement shall be in writing and shall be deemed to have been duly given upon the delivery by registered or certified mail, return receipt requested, postage prepaid thereon, as follows: Resolution 18-16 Page 3 of 8 To P3 Works: Mary V. Petty P3 Works, LLC 350 Rufe Snow Drive Suite 200 Keller, Texas 76248 To Town: Town Manager Town of Westlake 1500 Solana Blvd, Bldg 7, Suite 7200 Westlake,TX 76262 5.9 The parties hereby warrant that the persons executing this Agreement are authorized to execute this Agreement and are authorized to obligate the respective parties to perform this Agreement. A facsimile signature on this Agreement shall be treated for all purposes as an original signature. This agreement will be construed,the rights and obligations created hereby will be governed, and the remedies available will be provided in accordance with the laws of the State of Texas,regardless of the conflict of law principles customarily applied by the courts of any jurisdiction. Venue and adjudication will be in the courts having jurisdiction in Tarrant County, Texas. Executed on this L� day of �1D�,� , 2018: P3Works, LLC BY Mary e / tty Ma ging Principal Town of Westlake BY: -7Z�- -�f7%fifiO Thomas E. Brymer Town Manager Resolution 18-16 Page 4 of 8 EXHIBIT A SERVICES TO BE PROVIDED PID FORMATION,SERVICE AND ASSESSMENT PLAN PREPARATION,AND BOND ISSUANCE SUPPORT SERVICES Billed at P3 Works'prevailing hourly rates, which are currently as follows: Title Hourly Rate Managing Partner $250 Vice President $185 Senior Associate $160 Associate $135 Administrative $75 *P3 Works'hourly rates may be adjusted from time to time to reflect increased costs of labor and/or adding/reclassifying titles. District Due Diligence and Preparation of PID Plan of Finance 1. P3 Works with Town's Financial Advisor,will review project information and prepare a plan of finance for the proposed transaction, including a. Assessed value schedules,value to lien analysis, and overall structuring to achieve Town goals and objectives b. Identify areas of risk and solutions to mitigate the risks, c. Bond sizing and bond phasing by improvement area, d. Sources and uses of funds by improvement area, e. Debt service schedules, and f. Assessment allocation and associated estimated annual installment by lot type for each improvement area. Preparation of Service and Assessment Plan 1. P3Works will prepare a complete and final Service and Assessment Plan to be adopted by Town Council and included in the Official Statement for the Bonds based on the Plan of Finance. 2. P3Works will present the Service and Assessment Plan to Town Council and request approval of Assessment Roll. Bond Issuance Support 1. P3Works will ensure bond documents, including the PID financing agreement, bond indenture, and official statement are all consistent with the Service and Assessment Plan. 2. P3Works will provide ad-hoc analysis as requested by the underwriter in preparation of the preliminary official statement 3. P3Works will execute a certificate in a form standard in PID bond financings,with such certificate to be addressed to all requested parties to the bond financing as required by a bond purchase agreement or other PID bond document. Resolution 18-16 Page 5 of 8 Participation in Presentations to Town Council or other Public Forums 1. P3Works will prepare and present information as requested to the Town Council or any other public forum. BASIC DISTRICT ADMINISTRATION SERVICES If no bonds are sold: Monthly Fee =$1,500 beginning the first of the month following execution of this Agreement for the first improvement area; and$1,000 per month for each improvement area thereafter. (Proration will occur for any partial month if not begun on the l"day of the month.) If bonds are sold: Monthly Fee amounts will be adjusted to $2,500 for the first improvement area beginning the first month following the issuance of bonds; and$1,250 per month for each improvement area thereafter. See Section below related to "Consulting Services Relating to Future Improvement Areas and related Bond Issuance"for hourly fees if bonds are contemplated. Prepare Annual Service and Assessment Plan Update 1. If possible, obtain updated construction cost estimates(or actual costs for completed facilities)for District improvements, and update service and assessment plan text and tables. 2. Update service and assessment plan text and tables as necessary to account for any changes in development plan or land uses. 3. Update annual District assessment roll 4. Identify parcel subdivisions, conveyance to owner's associations, changes in land use, and any other information relevant to the levy of special assessments. 5. Review maps of tax parcels to compile/audit list of parcels that are within the District for the upcoming bond year. Classify each parcel pursuant to the approved service and assessment plan. 6. Identify and parcels dedicated to any property types classified as exempt by the service and assessment plan. 7. Update District database with newly subdivided parcels and property type classifications. 8. Calculate annual special assessment for each parcel. Verify the sum of annual installments for all parcels in the District is sufficient to meet the annual debt service requirement, administration expenses, and any provisions for delinquency or prepayment reserves. 9. Calculate other funds available, such as reserve fund income, capitalized interest, and interest income. Reduce annual assessment based on findings according to approved service and assessment plan. 10. Present preliminary annual assessment roll to Town. Upon approval by Town, submit final annual assessment roll to County Tax Collector. Administration of Bond Funds (if bonds are sold) 1. Review and reconcile the account statements for the funds maintained by the trustee. Ensure annual special assessment calculation is compliant with Indenture as it relates to each fund. 2. Provide annual summary of all District accounts maintained by Trustee at the time the annual service and assessment plan update is performed. Provide Public Information Request Support 1. If requested, P3Works will respond to any calls and or emails relating to the District. P3Works will only provide technical answers relating to the annual assessments or the District generally. P3Works will not provide any commentary on Town policy relating to PIDs. Resolution 18-16 Page 6 of 8 2. If the Town receives a notice from a property owner alleging an error in the calculation of any matters related to the annual assessment roll for the District, P3Works will review and provide a written response to the Town. If a calculation error occurred,P3Works will take corrective action as required to correct the error. Delinquency Management 1. After the end of the annual assessment installment collection period, P3Works will prepare a delinquent special assessment report, which details which parcels are delinquent and the amount of delinquency. 2. P3Works will advise the Town what action must be taken relating to delinquent parcels, if any,to remain in compliance with the District bond documents. DISTRICT ADMINISTRATION SETUP SERVICES (Required for any existing PID not created by P3Works.) $7,500 One Time Lump Sum Fee 1. Prepare District Administration Manual 2. P3 Works will review the full bond transcript and identify all requirements of the Town relating to District administration and/or disclosure requirements. 3. Prepare written summary of all Town administration and disclosure requirements. 4. Prepare calendar of all relevant dates and deadlines for District administration and disclosure requirements. 5. Meet with County Assessor's office to establish procedure for obtaining parcel information for assessment roll. 6. Meet with County Tax Office to establish procedure to include District assessment roll on property tax bill. 7. Meet with Town representatives to finalize policies and procedures relating to District Administration. ADDITIONAL DISTRICT ADMINISTRATION SERVICES Billed at P3 Works'prevailing hourly rates, which are currently as follows: Title Hourly Rate Managing Partner $250 Vice President $185 Senior Associate $160 Associate $135 *P3Works'hourly rates may be adjusted from time to time to reflect increased costs of labor and/or adding/reclassifying titles. Resolution 18-16 Page 7 of 8 Continuing Disclosure Services 1. P3Works will prepare the form of the annual report as required by the continuing disclosure agreements and work with the Town and the Developer to complete. 2. P3Works will request from developer the reports due pursuant to the developer disclosure agreement and disseminate these reports pursuant to the disclosure agreement. 3. Upon notification by any responsible party or if P3Works independently becomes aware of such knowledge,P3Works will prepare notices of material events covering the events enumerated in the disclosure agreements. 4. P3Works will coordinate with the Trustee to disseminate the annual reports, quarterly reports from the developer, and notice of significant events to the Municipal Securities Rulemaking Board (MSRB) and any other parties required in the continuing disclosure agreement. Developer Payment Request Administration 1. P3Works will review all developer payment requests to ensure the request complies with the PID Financing Agreement,the District service and assessment plan, and any other relevant provisions contained in the District documents. 2. P3Works will audit the developer payment request to ensure there is proper backup documentation and that the accounting is accurate. 3. P3Works will coordinate with the Town's designated representative to ensure the improvements were built to the standards of the accepting governing body. 4. P3Works will ensure improvements to be dedicated are free and clear of all liens and encumbrances. Consulting Services Relating to Future Improvement Areas and related Bond Issuance(to be paid from Developer funds advanced to Town) 1. P3Works will update the Service and Assessment Plan to comply with Bond documents. 2. P3Works will prepare an updated Assessment Roll including the future Improvement Area 3. P3Works will coordinate with Town's bond counsel, financial advisor, and the bond underwriter to ensure the Bonds and all related documents are in compliance with State Law. 4. P3Works will prepare any additional reports or analyses as needed to successfully issue the Bonds. Resolution 18-16 Page 8 of 8 CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-342751 P3Works , LLC Keller,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 04/20/2018 being filed. The Town of Westlake,Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 2018-04 Special Taxing District Administration Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION 1 ,/�,, My name is Y f' `�l1Gi : and my date of birth is My address is J �� �VYC c��r J T'% 12 . R�0c) �1—el l e r (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in (amr'% County, State of t, —on the Z/ day of a Pr; 2o_A_. (month) (year) Sign r of authorized kent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523 Form TCG 2270 VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE CHAPTER 2279 By signing below, Company herby verifies the following: 1. Company does not boycott Israel; and 2. Company wi n t boyc t during the term of the contract. SIGNED BY: Print Name of P 1"`a.✓� V• �, Signing, Title, and Company Date signed: 21 Ahy,; 2wi t STATE OF TEXAS § COUNTY OF-Uran}- § B ORE ME, the undersigned Notary Public on this day personally appeared t+ t . Pchu (Name), on behalf of WUrC LLC (Company) who being duly sworn, stated under oath thathe/she Pas read the foregoing verification re6Iuired by Texas Government Code Section 2270.002 and said statements contained therein are true and correct.. n SWORN AND SUBSCRIBED TO before me, is 2� day of I 1 Pr"1 2010. Y OF PUBLIC, FOR THE STATE OF TEXA _ ly Commission Expires: �O``PVP' CORI MARTIN 0-- i3_ ZV t ,.o,P...�@ Notary Public,State of Texas 9 Comm, Expires 10-13-2021 Notary ID 131315058 Government Code§ 2270.002. Provision Required in Contract Effective: September 1, 2017 A governmental entity may not enter 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 following definitions apply: (1) "Boycott Israel' means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. (2) "Company" means a for-profit sole proprietorship, organization, association, corporation, partnership,joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. (3) "Governmental entity' means a state agency or political subdivision of this state. State law requires verification from a Company for contracts involving goods or services (regardless of the amount) before the City can enter into the contract. Contract identifier: Department: