RES 2019-37 Adopted 0 0
RESOLUTION NO. 2019-37
A RESOLUTION AUTHORIZING THE CITY TO ENTER INTO AN At
WITH MUNICAP INC. TO PROVIDE SPECIALIZED SERVICES RELATED TO THE
ADMINISTRATION OF SPECIAL ASSESSMENTS ON PARCELS OF REAL
PROPERTY WITHIN THE BALLPARK VILLAGE MUNICIPAL IMPROVEMENT
DISTRICT
WHEREAS,the City of North Augusta authorized the creation of the
Ballpark Village Municipal Improvement District(the"District')via Ordinance 2016-23,
and
WHEREAS,the City approved imposition of special assessments on parcels
of real property within the District to fund certain public improvements, and
WHEREAS,the City will need specialized services related to the
administration of the assessments in the District, and
WHEREAS, an assessment consultant has expertise to provide these
specialized and other related services, and
WHEREAS,the City already has an established relationship with MuniCap,
Inc. from the Series 2017B bond issuance and the simultaneous creation of the District,and
WHEREAS,the Mayor and City Council find that the authorization of such
agreement is in the best interest of the City.
NOW THEREFORE,BE IT RESOLVED by the Mayor and City Council of the
City of North Augusta in meeting duly assembled and by the authority thereof that the
Interim City Administrator shall be authorized to enter into an agreement with MuniCap,
Inc. to administer special assessments in the District.
BE IT FURTHER RESOLVED that the funding source for this agreement shall be
from revenue streams generated in the District and be billed as appropriate to those parcels
of real property within the District requiring special assessments.
DONE,RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE
I Y OFF/NORTH AUGUSTA, SOUTH CAROLINA, ON THIS
_/, DAY OF
=2019.
Robert A.Pettit,Mayor
ATTEST:
kh t blL t 4Y11Rti.J
Sharon Lamar,City Clerk
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AGREEMENT FOR
ADMINISTRATIVE SERVICES
THIS AGREEMENT is made and entered into as of the last date specified below by and
between MUNICAP, INC. ("Assessment Consultant") and the THE CITY OF NORTH
AUGUSTA(the "CITY').
WHEREAS,the CITY has approved the imposition of special assessments on parcels of
real property within the Ballpark Village Municipal Improvement District(the"District')to fund
certain public improvements;and
WHEREAS, the CITY will need specialized services related to the administration of the
Assessments,as more fully set forth in this Agreement; and
WHEREAS, the CITY has approved the issuance of a borrowing that will be supported
by the Assessments(the "Bonds")to finance certain public improvements; and
WHEREAS, the CITY will need specialized services related to the administration of the
Assessments,the District and the Bonds,as more fully set forth in this Agreement; and
WHEREAS, Assessment Consultant has expertise to provide these specialized services
and other related services;
NOW,THEREFORE, In consideration of the mutual promises and covenants contained
in this Agreement, and for good and valuable consideration, the Assessment Consultant and the
CITY agree as follows:
1. Following signature by both parties, this Agreement shall become effective.
Capitalized terms not otherwise defined herein shall have the meaning given thereto in the
documents approved by the City that established the Assessments,including the Rate and Method
of the Apportionment of Assessment A and the Rate and Method of Apportionment of Assessment
B.
2. (a) Assessment Consultant shall provide financial and administrative services
to the CITY related to the Assessments and Bonds as described in Exhibit A, which is attached
and incorporated by reference.
(b) Assessment Consultant will supply all tools and means necessary to the
performance of those services and production of those work products described in Exhibit A.
(c) As a part of the work and services to be performed, Assessment Consultant
shall famish intermediate reports to the CITY from time to time, when requested, in such form
and number as may be required by the CITY,and shall make such final reports as may be required
by the CITY concerning the work and services performed,
(d) Should any errors caused by Assessment Consultant be found in any
services or work products, Assessment Consultant will correct those errors, and if the errors are
in final services or products, make such corrections at no additional charge, by revising the
services and work products as necessary to eliminate the errors.
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(e) The work and services shall be performed personally by Assessment
Consultant and no other person or corporation shall be engaged for the work or services by
Assessment Consultant, except upon the written approval of the CITY, provided, however, that
this provision shall not apply to secretarial, clerical, and similar incidental services needed by
Assessment Consultant.
3. Assessment Consultant's compensation for these services shall be as provided for
in Exhibit B attached and incorporated by reference.
4. - The CITY shall provide access to all documents reasonably necessary to the
performance of Assessment Consultant's duties under this Agreement. All such documents shall
remain the property of the CITY. Except as may be necessary for the performance of this
Agreement, and to the extent not generally known as available to the public, the Assessment
Consultant shall not use or disclose information concerning the CITY without prior written
consent of the CITY.
5. Assessment Consultant may not disclose information relating to the work and
services med under this Agreement to any person not entitled to receive it.
6. In performance of work and services under this Agreement,Assessment Consultant
performed
shall act solely as an independent contractor, and nothing contained or implied in this Agreement
shall at any time be construed as to create the relationship of employer and employee,partnership,
principal and agent,or joint ventures as between the CITY and Assessment Consultant.
7. This Agreement shall terminate upon the formal termination of the imposition and
collection of the Assessments on all Parcels within the District. This Agreement may be canceled
upon the completion of the services for any year with or without cause effective on 60 days notice.
8. Any notices to be given hereunder by either party to the other may be effected either
by personal delivery in writing or by mail and shall be effective upon confirmation of receipt.
Mailed notices shall be addressed to the parties at the addresses appearing below, or such other
address as given by written notice from one party to the other.
To Assessment Consultant:
MuniCap, Inc.
8965 Guilford Road
Suite 210
Columbia,Maryland 21046
Attention: President
To CITY:
City of North Augusta
100 Georgia Avenue
North Augusta, SC 29841-3843
Attention: City Manager
tglover@northaugusta.net
9. This Agreement, including the Exhibits, supersedes any and all agreements, either
oral or written,between the parties,and contains all of the covenants and agreements between the
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parties with respect to the rendering of such services. Each party to this Agreement acknowledges
that no representations, inducements, promises, or agreements, orally or otherwise, have been
made by any party, or anyone acting on behalf of any party, which is not embodied in this
Agreement, and that no other agreement, statement, or promise not contained in this Agreement
shall be valid or binding. Any modification of this Agreement(including any modification to an
Exhibit)will be effective if it is in writing and signed by the parties to this Agreement.
10. Failure of either party to enforce any provision of this Agreement shall not
constitute a waiver of that or any other provision of this Agreement.
11. If any provision in this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full
force without being impaired or invalidated in any way.
12. This Agreement may he signed in counterparts,each of which shall be an original
and all of which together shall constitute one and the same instrument.
13. Assessment 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, Assessment Consultant(MuniCap, Inc.) is required to provide the
CITY with the following information.
The MSRB has made available on its website (www msrb.ore) 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.
Assessment 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, Assessment Consultant will provide information concerning any
material conflicts of interest in the form of a written supplement to this agreement.
As part of this registration,Assessment Consultant is required to disclose to the SEC information
regarding criminal actions,regulatory actions, investigations,terminations,judgments,liens,civil
judicial actions, customer complaints, arbitrations and civil litigation involving Assessment
Consultant.
As part of this registration, the Assessment Consultant is required to disclose any legal or
disciplinary event that is material to the CITY's evaluation of Assessment Consultant or the
integrity of its management or advisory personnel.Assessment Consultant has determined that no
such event exists.
Copies of Assessment Consultant filings with the SEC are available via the SEC's EDGAR system
by searching"Company Filings,"which is available via the Internet at:
httos�//www.see.gov/edgar/searchedgar/compmvsearch.html.
Search for"MuniCap" or for Assessment Consultants CIK number,which is 000161774.
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IN WITNESS WHEREOF this Agreement has been agreed to,accepted and executed as of this
day of ,2019.
MUNICAP,INC.
By:
Keenan Rice
President
CITY OF NORTH AUGUSTA
By:
Todd Glover
City Manager
Exhibit A—Scope of Services
Exhibit B—Fee Schedule
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EXHIBIT A
Scope of Services
The Assessment Consultant shall provide services to the CITY in accordance with this
scope of services. The following services are typically provided by Assessment Consultant for
similar special assessment districts, but all services are provided on an as requested basis. There
are seven sections to this scope of services relating to seven general types of administration
services provided. These sections are as follows: (i) administrative services related to the special
assessments, (ii) special assessment delinquency management, (iii) prepayment of special
assessments,(iv)arbitrage rebate services,(v)continuing disclosure services,(vi)IRS compliance
monitoring and(vii)services relating to other revenues,including tax increment finance revenues,
that may be utilized for the Bonds and or may impact the District. Certain services (IV through
VI) are only relevant to the extent that the CITY requests the services. The seven specific service
types expected to be provided by the Assessment Consultant are described below.
Upon request,and as additional services billed on an hourly basis,Consultant shall provide
additional services to assist with matters related to the District. All services are provided on an as
requested basis. The services provided herein do not include conducting due diligence on
information provided to or used by Consultant. Consultant will not rely on information that
Consultant does not believe to be reasonable and valid, but Consultant 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.
I ADMINISTRATIVE 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,
management of assessment funds and accounts and providing public information.
A. Calculate the Annual Payment
This task entails determining the Annual Payment of the special assessments to be collected
from each parcel and includes the following sub-tasks:
I. Background Research
This task involves gathering and organizing the information required to
form a database necessary to calculate and to allocate the Annual Payment and includes the
following:
(a) Subdivision Research: Identify parcel subdivisions and any other
information relevant to the collection of the Annual Payment.
(b) Assessor's Parcel Research: Upon publication of property tax roll,
review the Aiken County Assessor's parcel maps to compile a list of
the parcels that will be valid for the collection of the Annual
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Payment.
(c) Ownership/Exempt Property Research: Research changes in
ownership and dedication and offers of dedication of real property to
public agencies and other exempt uses. Identify date real property
conveyed or offered to exempt entities.
(d) Database Management: Prepare database to include all relevant
property characteristics for the parcels in the District.
2. Calculate the Annual Payment to be Collected
This task involves calculating the Annual Payment to be collected and
includes the following sub-tasks:
(a) Preparation of the Annual Revenue Requirement: Prepare a
calculation of the Annual Revenue Requirement for the subsequent
year.
(b) Calculate Other Funds Available: Calculate other funds available,
such as tax increment revenues, excess revenues from prior years,
reserve fund income and other funds relating to the Bonds.
(c) Calculate the Annual Parcel Credit: Calculate the Annual Parcel
Credit for the parcels within the District on the basis of the Rate and
Method of Apportionment of Special Assessments.
3. Determine Updates to the Assessment Roll
This task involves determining the updates to the special assessment roll
and making those amendments pursuant to the Rate and Method of Apportionment of Special
Assessments.
4. Preparation of Report
This task involves the preparation of an annual assessment report
explaining,among other things, the research,methodology and assumptions utilized in preparation
of the Annual Revenue Requirement,the Annual Payment to be collected and amendments to the
special assessment roll.
5. Support Services Related to Billing of Annual Payments
(a) Present Findings to the City: The report prepared by the
Assessment Consultant will be provided to the CITY for its approval.
(b) Provide to City: The Assessment Consultant shall assist the CITY
with the necessary distribution of the amounts of the Annual
Payments to be collected each year to process the proper billing of
the Assessments.
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(c) supplemental Billing: The Assessment Consultant shall assist the
City with any supplemental billing that should be necessary.
B. Administration of Funds
This task involves the review and reconciliation of the accounting and account
statements relating to the Assessment revenues and Bond related funds. The accounts and
transactions are checked for accuracy and consistency with the Bond Indenture.
C. Public Information
This task involves responding to inquiries from property owners and other
interested parties who have questions regarding the Assessments. These calls may be related to a
tax bill or an inquiry related to the purchase or sale of property subject to the Assessments. If
requested,the Assessment Consultant shall provide a toll-free phone number for property owners
to call with questions.Additionally,this number may be given to people who call the City to obtain
information about the Assessments.
D. Administrative Review
At the request of the CITY, the Assessment Consultant shall review any notice from a
property owner alleging an error in the calculation of any matters related to the 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.
It. DELINQUENCY MANAGEMENT
These services are provided only if there are delinquencies in the payment of Annual
Payments.At appropriate times,the Assessment Consultant will prepare a report which lists each
parcel delinquent in the payment of the Annual Payment and the corresponding amount of
delinquency,plus penalties if any.As needed,the Assessment Consultant will work with the City
to address any potential problems resulting from the delinquent payments.
III. PREPAYMENT OF SPECIAL ASSESSMENTS
The Assessment Consultant shall coordinate the prepayment of Assessments, including
both voluntary and mandatory prepayments,with the CITY,the property owner,the Bond Trustee
and other interested parties. This coordination shall include calculation of the amount due to
prepay the Special Assessment, including mandatory prepayments,and transmittal of a letter with
the prepayment amount, prepayment instructions and if appropriate the recordable form of the
Assessment lien release,as well as other required steps and related documents.
IV. ARBITRAGE REBATE SERVICES
Arbitrage rebate services encompass those activities associated with computing the rebate
liability (if any) related to the Bonds(assuming Bonds have been issued). The computations will
be prepared as described in Section 148(f)(2)of the Internal Revenue Code of 1986,as amended.
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Arbitrage rebate services are typically provided for a set fee established prior to the provision Of
services.
The specific activities and tasks associated with such requirements and the determination
of arbitrage rebate liability include the following:
A. Arbitrage Background Research
This task involves the review of documents,including the Bond Indenture,the non-
arbitrage certificate, IRS form 8038-G,Trustee fund/account statements, and prior rebate reports,
and consultations with bond counsel or special counsel,as needed. The funds subject to arbitrage
rebate and any available exceptions will be identified. The flow of funds in the accounts with the
Trustee will be identified as necessary to perform the arbitrage rebate calculations.
B. Calculation of Bond Yield
This task involves preparation of a debt service table and an independent
calculation of the yield on each issue. The resulting yields will be verified with those stated on
the non-arbitrage certificates.
C. Calculation of Rebate Liability
Based on the yields previously calculated,the Assessment Consultant will compute
the allowable arbitrage earnings and compare the result to the actual investment earnings for each
issue.
D. Preparation of Rebate Report
This task involves the preparation of a written report containing the findings of the
financial analysis and an explanation of the underlying methodology followed to compute the
rebate liability for each issue. In addition to identifying any arbitrage liability,each report contains
a separate investment yield comparison and analysis for each fund. Standard features also include
the following items as defined by U.S.Treasury Regulations:
• Explanation of calculation methodology
• Overview of applicable rebate requirements and treasury regulations
• Summary of all pertinent dates
• Identification of major assumptions
• Review of sources and uses of funds
• Bond yield calculation
• Investment yield by fund with comparison to bond yield
• Rebate liability by fund
• Aggregate liability for the issue
E. Rebate Liability Discharge
The Assessment Consultant will coordinate the filing of IRS Form 8038-T and
provide instructions for installment payments as necessary.
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F. Assistance with IRS Inquiries
The Assessment Consultant will provide assistance in the event of an IRS inquiry
related to any issue for which the Assessment Consultant computed rebate liability. In the event
of an audit,the Assessment Consultant will provide supporting documentation used to prepare the
calculations and will explain the calculations in a meeting with the IRS, if necessary. These
services are provided on a time and material basis and are not included in the base fee for arbitrage
rebate services.
V. CONTINUING DISCLOSURE SERVICES
Continuing disclosure services encompass those activities associated with the preparation
and disbursement of required continuing disclosure documents,if any,established at the issuance
of Bonds. The specific activities and tasks associated with continuing disclosure services include
the following:
A. Continuing Disclosure/Annual Report Preparation
1. Annual Report Preparation
The Assessment Consultant will prepare and disseminate the issuer's annual
report as required by the continuing disclosure agreement.
2. Developer's Disclosure Statements
The Assessment Consultant will request the developer's disclosure
statements and disseminate these statements pursuant to the continuing disclosure agreement.
3. Material Event Notices
Upon notification by the CITY or any responsible party or if the Assessment
Consultant independently becomes aware of such knowledge, the Assessment Consultant will
prepare notices of events,if material,covering the events enumerated in the continuing disclosure
agreement.
4. Dissemination
The Assessment Consultant will disseminate the annual reports, quarterly
reports from the Developer,and notices of material events to the Municipal Securities Rulemaking
Board(MSRB),and any other required repository in a timely manner. The Assessment Consultant
shall also disseminate information to bond holders requesting information as provided for in the
Continuing Disclosure Agreement.
VI. IRS REPORTING
IRS reporting services encompass those activities associated with compliance monitoring
and tax reporting, to be established at the issuance of Bonds. The specific activities and tasks
associated with IRS reporting services include the following:
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A. Compliance Monitoring
This task involves maintenance of an audit file and preparation of a report confirming
compliance with applicable requirements of the tax certificate for the bonds. This task includes
the following subtasks:
1. Ownership and Transfer of Public Improvements
Confirm that all public improvements have been transferred to a public entity,once
appropriate, as required by the applicable agreement with the developer.
2. No Post-Closing Agreements
Confirm with any relevant parties to confirm that there are no post-closing
agreements that give any private business user a special legal entitlement to any public
improvement,except for those agreements reviewed by bond counsel.
3. No Disposition of the Public Improvements
Confirm that there have been no sales, leases, or other dispositions of any public
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 Assessment
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.
B. Tax Reporting
Assessment Consultant will request and compile all information related to IRS-required
tax reporting (e.g., W 9s)from all vendors and report this information annually to all vendors and
the IRS in accordance with IRS regulations.
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VII. OTHER REVENUES
Other revenue services encompass all work relating to other revenues, including but not
limited to tax increment finance revenues, which may be utilized to help fund the Bonds or may
impact the District.
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EXHIBIT B
Fee Schedule
Administrative services shall be provided on a time and material basis pursuant to the
Assessment Consultant's hourly fee schedule,except as set forth below.
Annual arbitrage rebate estimates are provided for a cost of$1,250 per year plus an initial
setup fee of$500. Calculations provided each five (5) years in lieu of annual calculations are
provided for a cost of$4,000 plus an initial setup fee of$500.
Expenses are billed at actual costs without any mark up. The Assessment Consultant shall
check with the CITY and receive prior written approval before incurring any expense in excess of
$100.
The Assessment Consultant's prevailing hourly rates are currently as follows:
Associate"
The Assessment Consultant's hourly rates and arbitrage rebate fees shall be adjusted from
time to time to reflect increased costs of labor and providing services.Assessment Consultant must
provide 45 days notice to the CITY prior to any increase in hourly rates.
The CITY, or a representative of the CITY, shall pay or shall instruct the Trustee to pay,
as applicable, invoices within thirty (30)days of the date the invoice is received by the CITY.
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