RES 2022-0294 - PSA with MuniCap for financial consulting services for Modern Streetcar Project City Clerk Office Use Only:
1��ZZ-D204 Publication Date(if pplica le):
RESOLUTION NO. ; G A ^\
Agenda Date: �� 26
Department: {�D�(
td
G�V Submitter: �� M1 rrg O
CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha, Nebraska
RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
WHEREAS, the City of Omaha has proposed the future construction of Modern Streetcar; and,
WHEREAS, the City is in need of financial consulting services pertaining to public bond
financing for the development of the Modern Streetcar Project; and,
WHEREAS, the Mayor's Office wishes to enter into a Professional Services Agreement with
Municap, Inc. to provide such financial consulting services and prepare a written report to be included in the
offering documents for the issuance of tax increment revenue bonds to finance the Modern Streetcar Project;
and,
WHEREAS, it is in the best interest of the citizens of Omaha to enter into this Professional
Services Agreement with MuniCap, Inc. in order to ensure that all efforts to fund the Modern Streetcar Project
are appropriate and viable and to secure the background information and report necessary for the offering
documents.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
THAT, the Mayor is authorized to sign, and the City Clerk to attest, the attached Professional
Services Agreement between the City of Omaha and MuniCap, Inc. for a period from March 1, 2022 to the
completion of service, which shall be no later than December 31, 2022, at the rates on Exhibit B of the
Agreement and funding for such Agreement shall come from 2022 Budget-Parking 21116, Organization
116251 (Parking Admin), 42911 (Professional Svcs).
APPROVED AS TO FORM:
5/ Z SIZ.d ZZ
ASSIST T CITY ATT NEY DATE
Adopted: MAR 2 9 2022 1 -1)
Attest:
City Clerk
Approved: . J )'k, -1/ttd
Mayor
AGREEMENT FOR
CONSULTING SERVICES
THIS AGREEMENT is made and entered into as of March 1, 2022, by and between the
City of Omaha, Nebraska, hereinafter called "Client," and MuniCap, Inc., hereinafter called
"Consultant," for consulting services related to the Client's Omaha Streetcar project. The Client
and Consultant, in consideration of the mutual promises and conditions herein contained, agree as
follows.
In consideration of the mutual promises and covenants contained in this Agreement, and
for good and valuable consideration, the Consultant and Client agree as follows:
1. This Agreement shall become effective following signature by all parties.
2. A. Consultant shall provide services to Client as described in Exhibit A,which
is attached and incorporated by reference.
B. 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, Consultant shall furnish
monthly reports to Client from time to time,in such form and number as may be required by Client
and shall make such final reports as may be required by Client concerning the work and services
performed.
D. Consultant shall be preparing work for the issuance of bonds and will be
relying on information provided by other parties. The Consultant does not have the expertise to
confirm the accuracy or validity of this information and it shall not be the responsibility of
Consultant to confirm its accuracy or validity.
3. Consultant's compensation for these services shall be as provided for in Exhibit B
attached and incorporated by reference. Compensation due to Consultant will be paid upon the
submission to Client of an invoice providing for compensation as provided for in Exhibit B.
Compensation for additional services not included in Exhibit A shall require the approval of Client.
4. Client shall provide access to all documents reasonably necessary to the
performance of Consultant's duties under this Agreement. Consultant shall not use or disclose
information concerning Client without prior written consent of Client.
5. Consultant agrees to maintain in confidence, to refrain from disclosing to third
parties, and to use only for the purposes intended by this Agreement all information which
Consultant obtains from Client related to the project or which Consultant develops under this
Agreement,except to the extent expressly permitted by the prior written consent of Client, specific
information is released to the public by or with the consent of Client(e.g. the official statement for
the issuance of bonds), or as required by law, regulation, or legal process.
6. In performance of work and services under this Agreement, Consultant shall act
solely as an independent contractor, and nothing contained or implied in this Agreement shall at
any time be so construed as to create the relationship of employer and employee, partnership,
principal and agent, or joint venturers as between Client and Consultant.
Page 1
7. 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 Client with the
following information:
A. 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 the Client 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.
B. As part of this registration, the Consultant is required to disclose any legal or
disciplinary event that is material to the Client's evaluation of the Consultant or the
integrity of its management or advisory personnel. The Consultant has determined
that no such event exists.
C. 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.
D. 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.
8. This agreement shall terminate upon the completion of the services described in
Exhibit A or upon written notice by either party to the other. Upon cancellation of the Agreement,
Consultant shall provide to Client any work completed as of the cancellation of the Agreement and
Consultant shall be compensated for services through such date.
9. Any notices to be given hereunder by either party to the other may be affected either
by personal delivery in writing or by mail. 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 and shall be effective upon confirmation of receipt.
Page 2
To Consultant: Mr. Keenan S. Rice
MuniCap, Inc.
8965 Guilford Road
Suite 210
Columbia, MD 21046
Email: keenan.rice@municap.com
To Client: Ms. Jean Stothert
City of Omaha
1819 Farnam Street
Suite 804
Omaha,NE
Email: Jean.Stathert@CityofOmaha.org
10. 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
parties with respect to the rendering of such services. Each party to this Agreement acknowledges
that no representations, inducements, promises, or agreements, orally or otherwise, have been
made by any party, or anyone acting on behalf of any party, which are not embodied in this
Agreement, and that no other agreement, statement, or promise not contained in this Agreement
shall be valid or binding. Any modification of this Agreement (including any modification to an
exhibit) will be effective if it is in writing and signed by the parties to this Agreement.
11. Failure of either party to enforce any provision of this Agreement shall not
constitute a waiver of that or any other provision of this Agreement.
12. If any provision in this Agreement is held by a court of competent jurisdiction to
be invalid,void,or unenforceable,the remaining provisions will nevertheless continue in full force
without being impaired or invalidated in any way. A prevailing party in any effort to enforce this
agreement may recover expenses attributable to that effort.
IN WITNESS WHEREOF this Agreement has been executed as of the date and year first above
written.
City of Omaha MuniCap, Inc.
B BY:
Jean Stothert Keenan S. Rice
Mayor President
Page 3
Exhibit "A"
Consulting Services Scope of Work
This scope of work describes financial consulting services to be provided by Consultant to
Client related to public bond financing for the development of the Client's project. The following
services are typically provided by Consultant on similar financings, but all services are provided
on an as requested basis.
PHASE I CONDUCT RESEARCH AND PREPARE REVENUE PROJECTIONS
Phase I services include the following efforts, which pertain to conducting research and prepare
projections of tax increment revenues:
• Attend kickoff meeting to discuss project scope, goals, and constraints with appropriate
stakeholders.
• Provide preliminary information request for Client and applicable parties.
• Review existing documentation of established and proposed tax increment financing (TIF)
district boundaries.
• Review potential revenue streams, along with established statutory and financial
constraints, with Client and, as appropriate, underwriter and counsel, to frame financial
models.
• Request and analyze current composition of parcels within applicable districts.
• Review proposed developments within districts, along with development pro forma and
any applicable third-party studies regarding developments.
• Coordinate with local property tax assessor to determine methodology of valuing property
for tax purposes.
• Research real estate assessed values of property similar to developments for purposes of
estimating future assessed values.
• Research historical increases in assessed values of property absent any improvements.
• Research tax collection procedures, available property tax credits and exemptions, and
historical tax rates and collections.
• Estimate TIF revenue to be produced withing districts and available to repay debt service
by bond year, taking into consideration lag between development, assessment, tax
collection, and remittance of tax revenues to pay debt service.
• Distribute projections to Client and working group for review and discuss on call.
B-1
• Revise projections for comments as Consultant deems appropriate.
• Prepare sensitivity projections and credit analyses after discussing scenarios and issues with
underwriter.
• If requested,prepare an estimate of economic impact of project, including tax revenues,job
creation, and economic output and prepare tables and charts to illustrate impacts.
• If requested, estimate jobs and wages for various development types using IMPLAN
software (the cost of ordering economic data from IMPLAN is approximately $1,000).
PHASE II PREPARE WRITTEN REPORT
Phase II services include the efforts to prepare a written report to be included in the offering
document for the bonds and to assist with the efforts to issue bonds. This phase includes the
following services:
• Modify projections if appropriate as the result of any additional information or market
studies.
• Prepare the written report that provides estimates of tax increment revenues and other
background information relevant to projections for inclusion in offering document.
• Attend meetings of finance team to implement financing.
• Review financing documents to ensure consistency with the projections of tax increment
revenues and provide comments, if appropriate, to Client and parties drafting documents.
• Provide certifications and reports required for sale and closing of bonds.
Upon request, and as additional services billed on an hourly basis, Consultant shall provide
additional services to assist with matters related to the project. 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 unless otherwise indicated. Consultant will not rely
on information it does not believe to be reasonable and valid,but it will not investigate the validity
of information provided to it. 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.
B-1
Exhibit "B"
Consulting Services Fee Schedule
Consultant shall provide services on a time and material basis. Services shall be billed at
Consultant's hourly rates, which are currently as shown in the following fee schedule:
Professional Services Rates
Title Hourly Rate
President $300
Senior Vice President 275
Vice President 250
Manager 225
Senior Associate 200
Associate 175
Costs are estimated to be $30,000 to $50,000 for Phase I and$30,000 to $ 50,000 for Phase
II, for a total estimate of$60,000 to $100,000 for all efforts delineated herein. The actual costs will
vary depending on the complexity of the analysis, availability and condition of information
required for the analysis, scope of development, number of meetings, iterations requested, and
other factors.
Client shall reimburse Consultant for the actual out of pocket cost of expenses without
markup (mileage shall be charged at the approved IRS rate). Consultant shall not incur an expense
in excess of $100 without authorization from Client, with the exception of expenses related to
travel required by Consultant to complete requested services.
Consultant shall send Client a monthly invoice for work performed and expenses. These
invoices will include a detailed description of the work performed by Consultant, the person
performing the work, the date the work was performed, and the time spent on the work. The
invoices shall also include an itemization of any expenses to be reimbursed. Client shall pay these
invoices within thirty days of the date the invoice is received by Client. Invoices not paid within
thirty days shall be subject to interest charges of one percent(1%) per month.
B-1