HomeMy WebLinkAboutRes 2018-11-511 P3 Works Service AgreementAGREEMENT FOR PUBLIC IMPROVEMENT DISTRICT (PID) AND TAX INCREMENT
REINVESTMENT ZONE (TIRZ) CREATION AND
ADMINISTRATION SERVICES
This Agreement for Public Improvement District ("PID") and Tax increment Reinvestment Zone
("TIRZ") Creation and Administration Services ("Agreement") is entered into this J.,aik:2 dayof
Kom anti tr 2018, by and between P3Works, LLC ("P3 Works"), and the City of Anna,
Texas ("City").
RECITALS
WHEREAS, the City Council passed Resolution No.90(5-tt- onNoveniber 13, 2018, approving
and authorizing the creation of Hurricane Creek PublicImprovementDistrict (the "District") to
finance the costs of certain public improvements forthe benefit of property within the District; and
WHEREAS, the City may consider issuing 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 City Council passed Ordinance No. 708-2015 on December 8, 2015
designating Tax Increment Reinvestment Zone Number One, City of Anna (the "TIRZ"), the
boundary of which is coterminous with the boundary of the District, to fund certain
improvements as authorized by the Tax Increment Financing Act, of the Texas Tax Code,
Chapter 311, as amended; and
WHEREAS, the City requires specialized services related to the creation, revision and updating
of the Set -vice and Assessment Plan ("Service and Assessment Plan"), bond issuance, and the
administration of the District; the creation, revision and updating of the Final Project and Finance
Plan ("Final Plan") and the Annual Reporting of the TIRZ as more fully set forth in this
Agreement; and
WHEREAS, P3Works has the expertise to properly establish and administer the District and the
TIRZ and ensure compliance with Texas Local Government Code Chapter 372, and Texas Tax
Code 311; and
WHEREAS, the City desires to retain P3Works to provide District and TIRZ creation and
administration services;
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this
Agreement, and for good and valuable consideration, P3 Works and the City 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.
ARTICLE II
SERVICES TO BE PROV_I_DED BY MWORKS
2.0 The scope and timing of services to be performed by P3 Works are set forth in Exhibits A and
B, which are attached hereto and incorporated into this Agreement by this reference.
2.1 P3 Works agrees that nothing in this Agreement shall constitute an assignment of any right or
obligation of the City 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 City or
employees of the City. P3 Works shall perform all services it is obligated to perform under this
Agreement as an independent contractor, and the City shall have no control over the means,
methods, sequences, procedures, operations, or decisions that P3Works undertakes or utilizes to
perform said services. The Parties agree that this Agreement does not establish a joint venture,
employment or agency relationship.
2.2 No substantial changes in the scope of services shall be made without the prior written
approval of P3 Works and the City.
2.3 P3Works shall supply all tools and means necessary to perform the services and production
of the work product described in Exhibits A and B.
2.4 For the purposes of this Agreement including without limitation Exhibits A and B,
"improvement area" shall have the following meaning: the improvement area as defined in the
Service and Assessment Plan.
ARTICLE III
PAYMENT TERMS AND CONDITIONS
3.0 In consideration for the services to be performed by P3Works, the City agrees to pay
P3 Works the fees for all services and related costs and expenses set forth in Exhibit A and B,
beginning the first day of the month following the execution of this Agreement. Beginning on
February 1, 2020, and each February 1 thereafter, the Annual Collection fee shall increase by up
to 2%, based upon experience, and subject to final approval by the City. P3 W orks will notify the
City via the December and January invoices prior to the February increase.
3.1 Monthly invoices shall be submitted to the City for work completed. City agrees to paythe
amount due to P3 Works within 30 days of receipt of each invoice.
3.2 Copies of all invoices to P3 Works for expenses, materials, or services provided to P3 Works
will accompany the invoice to the City. P3 Works will pass any third -party cost through to the City
without markup and will not incur any expense in excess of $200 without written consent of the City.
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3.3 The only source of payment for P3 Works' fees and services shall be the District or funds
advanced by the developer. The City general find shall never be used to pay for any expenses
relating to P3Works' administration of the District or services performed in connection with the
TIRZ. 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. City 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.
ARTICLE V
GENERAL PROVISIONS
5.0 This Agreement supersedes any and all agreements, either oral or written, between the parties
hereto with respect to rendering of services by P3 Works for the City 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. Exclusive jurisdiction and venue
for any litigation arising out of this Agreement shall lie in Collin County, Texas.
5.2 Neither this Agreement or any duties or obligations under this Agreement may be assigned
by P3 Works without the prior written consent of the City.
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 The parties by
entering into this Agreement do not intend to waive any immunities otherwise conferred by
applicable law and there are not third -party beneficiaries to this Agreement.
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 City. All such documents shall be
made available to the City during the course of performance of this Agreement. Any reports, studies,
photographs, negatives, or other documents or drawings prepared by P3 Works in the performance of
its obligations under this Agreement shall be the exclusive property of the City and all such materials
shall be remitted to the City by P3 Works upon completion, termination, or cancellation of this
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Agreement.
5.5 The City acknowledges P3Works' ownership of its software, programs, inventions, know-
how, trade secrets, confidential knowledge, source code, or other proprietary infonnation 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 P3 Works. Except to the extent required under applicable law, this Agreement shall not
in any way give rise to any requirement or obligation for P3Works 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, asfollows:
To P3Works:
Mary V. Petty
Managing Partner
P3Works, LLC
350 Rufe Snow Drive
Suite 200
Keller, Texas 76248
To City:
Jim Proce
City Manager
City of Anna
111 N Powell Parkway
Anna, TX 75409
Mailing Address
P.O. Box 776
Anna, TX 75409
5.9 (a) P3Works agrees to indemnify and hold Client harmless from and against all claims,
liabilities, suits, demands, losses, costs and expenses (including reasonable attorneys' fees and
costs of defense) ("Claims"), to the extent such Claims are determined by a court of competent
jurisdiction to have been caused by the negligence or willful misconduct of P3Works. (b) Client
agrees, to the extent permitted by law, to indemnify and hold P3Works harmless from and against
all Claims to the extent they are detennined by a court of competent jurisdiction to have been
caused by the negligence or willful misconduct of Client. (c) Neither Party shall have an upfront
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duty to defend the other but shall reimburse reasonably incurred defense fees and costs to the
extent of its indemnity obligation herein or as the parties otherwise agree in settlement.
5.10 Anti -Boycott Verification: P3Works represents that, to the extent this Agreement constitutes a
contract for goods or services within the meaning of Section 2270.002 of the Texas Government
Code, as amended, solely for purposes of compliance with Chapter 2270 of the Texas Government
Code, and subject to applicable Federal law, neither P3Works nor any wholly owned subsidiary,
majority-owned subsidiary, parent company or affiliate of P3Works (i) boycotts Israel or (ii) will
boycott Israel through the term of this Agreement. The terms "boycotts Israel" and "boycott Israel"
as used in this paragraph have the meanings assigned to the term "boycott Israel" in Section
808.001 of the Texas Government Code, as amended.
5.11 Iran, Sudan and Foreign Terrorist Organizations: P3Works represents that, as of the date of this
Agreement, to the extent this Agreement constitutes a governmental contract within the meaning of
Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance
with Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by
applicable federal law, neither P3Works nor any wholly owned subsidiary, majority-owned
subsidiary, parent company or affiliate of P3Works is an entity listed by the Texas Comptroller of
Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code.
The term "foreign terrorist organization" in this paragraph has the meaning assigned to such term
in Section 2252.151 of the Texas Government Code.
5.12 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.
Executed on this-J.day of 2018:
P3 Works, LLC
BY:
Maty .Petty
Managing Partner
City of
EXHIBIT A
PUBLIC IMPROVEMENT DISTRICT 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
Houi7= y Rate
Managing Partner
$250
Vice President
$185
Senior Associate
$160
Associate
$135
Administrative 1
$100
*P3 Works' hourly rates may be adjusted from time to time to reflect increased costs of tabor and or
adding/reclass�ing titles. Travel times will be billed at hourly rates.
District Due Diligence and Preparation of PID Plan of Finance
P3 Works will review project information and prepare a plan of finance for the proposed
transaction, including:
1. Assessed value schedules, value to lien analysis, and overall structuring to achieve
City goals and objectives
2. Identify areas of risk and with the City's Financial Advisor, solutions to mitigate the
risks,
3. Bond sizing and bond phasing by improvement area,
4. Sources and uses of funds by improvement area,
5. Debt service schedules, and;
6. Assessment allocation and associated estimated amlual installment by lot type
for each improvement area.
Preparation of Service and Assessment Plan
1. P3 Works will prepare a complete and final Service and Assessment Plan to be adopted by
City 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 City 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. AssessmentPlan.
2. P3Works will provide ad-hoc analysis as requested by the underwriter in preparation of the
preliminary official statement.
Participation in Presentations to City Council or other Public Forums
1. P3Works will prepare and present information as requested to the City Council or any other
public forum.
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BASIC DISTRICT ADMINISTRATION SERVICES
If no bonds are sold:
Monthlv 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 I" day of the month.)
If bonds are sold:
Monthly Fee amounts will be $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.
For PIDs that P3 Works did not assist with creation but that the City has requested P3 Works to
provide services for: Monthly Collection Fees will not begin until the first Annual SAP Update is
drafted by P3 Works and approved by Council, therefore all work completed to that point will be
billed hourly.
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 Sei vice 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 andtables.
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 owners' 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 supply the City with pertinent information concerning 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 City. Upon approval by City, submit final
annual assessment roll to County Tax Collector. Consult with County Tax Collector as
necessary to ensure County collection of payment of District assessments.
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.
E?
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 City policy relating to
PIDs.
2. If the City 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 City. If a calculation error occurred, P3Works will take
corrective action as required to correct the error.
Delinquency Mana eemme_nt
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. P3 Works will advise the City what action must be taken relating to delinquent parcels, if any,
to remain in compliance with the District bond documents.
Website Setup
1. Prepare website database searchable by property tax ID for use by property owners, title
companies, mortgage companies, or other interested parties. The search results will provide
assessment information, including outstanding principal, annual installment amount, payment
infor►nation, and a breakdown of the assessment installment by use (principal, interest,
reserve fiend accounts, administrations, etc.)
2. Prepare "District Information" page for website. Information will include a background of
the District formation and bond issuance process, District boundary map, and description of
improvements. In additions, P3Works will provide a link to District documents.
DISTRICT ADMINISTRATION SETUP SERVICES (Required for any existing PID not
created by City with the assistance of P3Works.)
$7,500 One Time Lump Sure Fee
1. Prepare District Administration Manual
2. P3Works will review the fiill bond transcript and identify all requirements of the City relating
to District administration and/or disclosure requirements.
3. Prepare written surnmary of all City 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 City representatives to finalize policies and procedures relating toDistrict
Administration.
E
ADDITIONAL DISTRICT ADMINISTRATION SERVICES
Billed at P3 Works' prevailing hourly rates, which are currently as follows:
Title
Hourly hate
Managing Partner
$250
Vice President
$185
Senior Associate
$160
Associate
$135
Administrative
$100
*P3Works' Hourly rates maybe adjusted from time to time to reflect increased costs of labor and/or
adding/reclassifying titles. Travel will be billed at the hourly rates.
Continuing Disclosure Services
1. P3Works will prepare the form of the annual report as required by the continuing disclosure
agreements and work with the City 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; including
Seller's Disclosures.
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 City'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 City)
1. P3 Works will update the Service and Assessment Plan to comply with Bond documents.
2. P3 Works will prepare an updated Assessment Roll including the future Improvement Area
3. P3Works will coordinate with City'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 issuetbe
Bonds.
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EXHIBIT B
TAX INCREMENT REINVESTMENT ZONE SERVICES TO BE PROVIDED
TIRZ FORMATION, PRELINIINARY AND FINAL PROJECT AND FINANCE PLAN
PREPARATION SERVICES
Billed at P3Works' prevailing hourly rates, which are currently as follows:
Title
Hourly Rate
Managing Partner
$250
Vice President
$185
Senior Associate
$160
Associate
$135
Administrative
$100
*P3 Works' hourly rates may be adjusted from time to time to reflect increased costs of labor and or
adding/reclassifying titles. Travel times will be billed at hourly rates.
District Due Diligence and Preparation of TIRZ Project and Finance Plan
1. P3 Works will review project information and prepare a Preliminary Plan for the proposed
creation, including:
a) Assessed value schedules and overall structuring to achieve City goals and
objectives.
b) Drafting the TIRZ Agreement.
c) At the direction of Staff, facilitate presentations to the Council and the TIRZ Board.
2. Estimated annual TIRZ Credit by lot type for each improvement area.
Preparation of Preliminary and Final Project Plan
1. P3Works will prepare a Preliminary Project and Finance Plan ("PPFP") and a Final Project
and Finance Plan ("FPFP") to be adopted by the TIRZ Board and the City Council and
included in the Official Statement for the PID Bonds based on the Plan of Finance.
2. P3 Works will prepare a draft TIRZ Agreement to be adopted by the TRIZ Board
3. P3 Works will present the PPFP to the Council at the creation of the TIRZ and request
approval of TIRZ Creation Ordinance.
4. P3 Works will present the FPFP to the Council after conducting all necessary steps for public
hearings and notifications and request approval of TIRZ FPFP.
5. P3 Works will file the necessary creation forms with the Secretary of the State of Texas after
the creation of the TIRZ.
Bond Issuance Support
1. P3 Works will ensure bond documents, including the bond indenture and official statement
are all consistent with the TIRZ Final Plan.
2. P3 Works will provide ad-hoc analysis as requested by the underwriter in preparation of the
preliminary official statement.
Participation in Presentations to Ci!y Council or other Public Forums
1. P3 Works will prepare and present information as requested to the City Councilor any other
public forum.
2. If requested by the City, P3 Works will respond to any calls and or emails relating to the
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TIRZ.
3. P3 Works will only provide technical answers relating to the annual TIRZ Creditor the TIRZ
generally.
4. P3 Works will not provide any commentary on City policy relating to TIRZs.
BASIC DISTRICT ADMINISTRATION SERVICES
Billed at P3Works' prevailing hourly rates, which are currently as follows:
Title
Hourly Rate
Managing Partner
$250
Vice President
$185
Senior Associate
$160
Associate
$135
Administrative
$100
Preparation of the Annual Report to be filed with the Secretary of State and then presented to the
TIRZ Board and City Council for approval.
See Section below related to "Consulting Services Relating to Future Improvement Areas and related
Bond Issuance " for hourly fees if fixture TIRZ changes are contemplated.
Consulting Services Relating to Future Improvement Areas and related Bond Issuance (to be paid
from Developer funds advanced to City)
I . P3 Works will update the Service and Assessment Plan to comply with Bond documents.
2. P3 Works will prepare an updated Assessment Roll including the future Improvement Area
3. P3Works will coordinate with City'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.
Prepare Annual Report
1. If possible, obtain updated construction cost estimates (or actual costs for completed
facilities) for TIRZ improvements
2. Update Annual Report as necessary to account for any changes in development plan or land
uses.
3. Identify parcel subdivisions, conveyance to owners' associations, changes in land use, and
any other information relevant to anticipated estimate of Tax Increment to be generated.
4. Calculate annual TIRZ Credit for each parcel.
5. Present preliminary Annual Report to TIRZ Board. Upon approval by TIRZ Board, submit
final Annual Report to the Texas Secretary of State.
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ORGANIZATIONAL ROFILE
MARY V. PETTY
CO-FOUNDER & MANAGING PARTNER
JON SNYDER
CO-FOUNDER & MANAGING PARTNER
COMPANY HEADQUARTERS ADDITIONAL OFFICES
P3WORKS, LLC P3WORKS, LLC
350 RUFE SNOW DR. 3901 S. LAMAR BLVD.
SUITE 200 SUITE 440
KELLER, TX 76248 AUSTIN, TX 78704
(817) 393-0353 EIN# 82-2014630
(888) 417-7074 WWW.P3-WORKS.COM
OVERVIEW OF THE FIRM
Mary Petty and Jon Snyder joined together to create P3Works, LLC, to assist cities, counties, and
management districts with the creation and administration of their special districts. Special taxing districts
such as PIDs, MMDs, and. TIRZs are created to meet the unique needs of each city, county and management
district. As such, each district is different and requires a wide range of skills to understand the impact to the
residents. P3Works operates out of two offices located in Keller, TX, and Austin, TX, with principal and
support staff at each location. Superior customer service by the principal and support staff goes beyond the
City and onto the residents by providing dedicated information on their special district, the nature and sum
of their assessments, and answering frequently asked questions.
Jon has over 15 years' experience in the fields of real estate and municipal finance. His areas of expertise
include municipal finance programs for infrastructure and public facilities development, fiscal and
economic impact analysis, and land development project feasibility studies. Jon has established,
restructured, and administered public finance districts that have funded more than $300 million in
infrastructure. Financings on which Jon has consulted have included new issues, parity bonds, refundings,
workouts, senior and subordinated bonds, and combined revenue bonds. In addition to implementing public
financing districts to fund the construction of public improvements, Jon has also assisted in the formation
and administration of districts to specifically fund public services. Prior to creating P3Works, Jon founded
PIDWorks to provide municipal finance consulting services to cities in the Austin area. Jon holds a
Bachelors of Science degree in mathematics and economics.
Mary has 22 years' experience in banking, management and public administration. Her experience and
skills combine to provide expert support in forensic analysis, revenue and expenditure projections,
assessment and reimbursement alternatives, as well as project negotiations and reporting. Many municipal
clients have engaged P3Works Principals to provide development consulting and analysis to add value to
their respective projects. Mary recently concluded negotiations and document preparation for high profile
projects like the new Charles Schwab headquarters in Westlake and has just concluded a new TIRZ
development for Weatherford and Ennis, and continues to quarterback various PID projects across
the Metroplex. She has become a sought-after resource for municipal clients — from bond underwriters to
financial advisors and bond counsel — when evaluating project feasibility and financial viability. Mary is a
graduate of LINT with a Bachelors in Business Administration, Finance.
EXPERIENCE WITH PIDS AND/QR TIRZS
The principals of P3Works have implemented numerous districts, both statewide and nationally, ranging in
size from $2 million to $102 million, and have consulted with cities on the following projects in the State
of Texas. A partial list:
❑ Town of Argyle, Waterbrook PID (Mixed -Use with TIRZ overlay)
❑ Town of Westlake, Entrada Mixed Use Development, Developer Agreement and PID
❑ City of Ennis, TIRZ #1 and TIRZ #2
❑ City of Mesquite, various Tax Increment Finance Districts
❑ City of Mesquite, Economic Development Incentive Analysis/PIDS
❑ City of Oak Point — Shahan Prairie PID
❑ City of Oak Point — PDI Property PID
❑ City of Oak Point — Wildridge PID, Capital and O&M PIDS
❑ The Crossings PID — Comal County
❑ City of Ferris PID #I — City of Ferris
❑ City of Marble Falls — La Ventana PID
o Travis County — Bella Fortuna PID
❑ Travis County — Wildhorse PID
❑ Hays County — La Cima PID
❑ City of Justin — Timberbrook PID
❑ Town of Argyle — Highlands PID
❑ Wolfforth PID No. 2 — City of Wolffortli
❑ City of Haslet — Haslet PID Nos. 1, 2, 5, 6
❑ City of Royse City — Union Square
❑ City of Royse City — Waterscape
❑ Town of Ponder — Ponder PID No. I
❑ Town of Hickory Creek — Hickory Creek PID 41 and #2
❑ Comal County —Grove Policy
❑ City of Manor, PID Policy
❑ City of Manor, Entrada Glen PID
❑ Travis County — Various PIDS
o City of Weatherford, TIRZ #I
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EXPERIENCE WITH FIRST TIME PID DEBT ISSUERS/FIRST TIME TIRZ
P3Works principals have developed a particular expertise in quarterbacking the negotiations and creation
of PIDs as well as overseeing the TIRZ overlay of a PID, with experience both in PID assessment reduction
and performance-based developer reimbursement protocols and related documentation. We believe that
making the City fully aware of all the risks and responsibilities associated with a PID and/or TIRZ is
essential so that the City understands the implication of giving up tax increment and how it relates to the
cost of providing City services, as well as understanding the impact of continuing disclosures, both by the
City and the developer. In addition, the City must have policies and procedures in place to ensure all bond
covenants are fully complied with, that the PID/TIRZ is transparent to property owners, and new
homebuyers are fully aware they are purchasing a home subject to a PID assessment.
Both Mary and Jon have worked with numerous first time PID issuers, ranging from communities with a
population of less than 5,000 to some of the largest municipalities in the State, as well as Counties new to
PID assessments. They have worked with the financial advisor and bond counsel to educate the city and set
up policies and procedures to protect the City's interests.
A P3 Works principal is involved from start to finish and continues to provide administrative support in
every PID project. Our principals have years of experience with Financial Advisors and Bond Counsel
throughout the state in managing risk and minimizing city exposure in TIF/PID transactions, P3Works is
one of few, if not the only firm in the State that has developed a trademark process for projecting city
expenses based on land use and projected revenue streams charted against TIRZ debt and/or reimbursement
obligations in order to properly inform Cities of their actions.
EXPERIENCE WITH TEXAS TAXING ENTITIES AS IT RELATES TO COLLECTION OF
PID ASSESSMENTS
P3Works currently works with Denton County, Tarrant County, Rockwall County, Hays County, Comal
County, Travis County, Lubbock County, and Williamson County to provide the setup and support for the
PID assessment process.
POLICIES, PROCEDURES, PROCESSES AND REPORTS FOR CITY PIDS
P3Works has created policies, procedures and processes to assist Cities in the PID creation and administration
process, and works closely with the City and the City's advisors to compile the appropriate procedures to
accurately establish and support the economic and financial goals of the City.
EXAMPLES OF POLICIES, PROCEDURES, PROCESSES AND REPORTS FOR SEC
REPORTING
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During the PID Administration Process, P3Works will work closely with the developer to collect and
compile quarterly and annual financial information and operating data related to the development and
construction of public improvements within the PID. For annual reports, the PID Administrator will assist
the City to ensure that this information is provided to the City and/or its designated agent ("dissemination
agent"). The City is the Issuer of the PID bonds and will assert control of its securities with regard to
continuing disclosures to EMMA. Sample Document can be provided as requested.
11
FOR SERVICES
Every PID, TIRZ and MMD is different, therefore PID. MMD and TRIZ creation is billed hourly and PID
Administration, TIRZ Administration and MMD Administration is billed at a flat rate monthly, with some
hourly billing.
Proposed fee schedule can be provided upon. request.
City of Oak Point
1.00 Naylor Road
Oak Point, TX
75068
Amy Bockes
City Secretaty/Human. Resources Manager
(972)294-2312
abockes cgoakpointtexas.com
Dates of Contract Period: 3/2018 - Current
Description of Services Provided: Due diligence on Existing PID documents, structure and
assessment collection, PID Administration, Continuing Disclosure, Annual SAP Updates, Draw
Reviews, Improvement Area Bond Issuance Support
Contract Amounts: Combination of hourly at standard rates and fixed monthly
administration. fees.
City of Royse City
305 N. Arch St.
Royse City, TX
75189
Shannon Raymond
Director of Finance
(972) 524-4820
srgymondni ro s�ecit co
Dates of Contract Period: Continuous Until Terminated
Description of Services Provided: PID Administration, Annual SAP Updates
Contract Amounts: Combination of hourly at standard rates and fixed monthly administration fees.
City of Justin
PO Box 129
Justin, TX
76247
Cori Reaume
City Manager
(940) 648-2541
creaume a cityot ustin.com
Dates of Contract Period: Continuous Until Terminated
Description of Services Provided: PID Feasibility/Due Diligence, PID Formation, SAP preparation,
PID Administration, Continuing Disclosure, Draw Reviews, Annual SAP Updates, improvement
Area Bond Issuance Support
Contract Amounts: Combination of hourly at standard rates and fixed monthly
administration fees.
Town of Argyle
308 Denton St
Argyle, TX
76226
Kim Collins
Finance Director
(940)464-7273
kcollins@argyletx.com
Dates of Contract Period: Continuous Until Terminated
Description of Services Provided: PID Setup and Administration
Contract Amounts: Various; depends on the size and complexity of the PID (i.e. PID w/ TIRZ
overlay in more expensive)
Denton County
1505 E. McKinney St.
Denton, TX
76209-4525
Stacey Dvoracek
Chief Deputy for Michelle French, Denton County Tax
Assessor/Collector
(940) 349-3523
Stacey.Dvoracek@dentoncounty.com
CITY ATTORNEY REFERENCES
Matthew Boyle
Boyle and Lowry, LLP
4201 Wingren Drive, Suite 108
Irving, TX 75062
(972) 650-7101
Mboylegboyle-lowsy com
Robert D. Dransfield
Partner
Norton Rose Fulbright
2200 Ross Avenue
Suite 3600
Dallas, Texas 75201
(214) 855-8068
robert dransfield a nortonrosefulbrightcom
Julie K. Partain
Counsel
Bracewell, LLP
1445 Ross Avenue
Suite 3800
Dallas, TX 75202-2724
(214)758-1606
Juiie.partain(cubracewell.com
• r 0 i. # 1 f
R.R. "Tripp" Davenport, III
Director
FMSbonds, Inc.
100 Crescent Court, Suite 700
Dallas, Texas 75201
(214) 418-1588
tdavenportAfnisbonds.com
Julia R. "Julie" Houston
Partner
Orrick, Herrington & Sutcliffe
LLP
500 W. 2nd Street, Suite 1900
Austin, Texas 78701
(512)575-6010
JHouston car orrick.com
Nick Bulaich
Managing Director
First Southwest, A Division of Hilltop Securities
777 Main Street, Suite 1200, Fort Worth, TX 76102
(817) 332-9710
nick bulaich2cc hithopsecurities.corn
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