Urban Renewal Authority of Dacono

Urban Renewal Authority of Dacono Meeting AGENDA Tuesday, December 15, 2020 6:00pm This meeting will be held remotely. Members of the public interested in joining the electronic work session, please visit: https://www.cityofdacono.com/1079/Urban-Renewal-Authority-of-Dacono I. Roll Call II. Approval of the October 12, 2020 Urban Renewal Authority of Dacono Meeting Minutes. III. General Business A. *Public Hearing and Approval of Resolution URAD 20-14, approving the 2021 Budget. B. *Presentation of the URAD Financials. C. *Consideration and Approval of Resolution URAD 20-15, approving and Engagement Agreement with Brownstein Hyatt Farber Schreck. IV. Adjournment *Materials in Packets. Accommodations for the handicapped can be made upon request.  Urban Renewal Authority of Dacono Meeting Special Meeting Minutes Thursday, October 12, 2020 Meeting held remotely via Zoom called to order at 6:03pm Members Present Danny Long Debbie Nasta, Chairperson Kathryn Wittman Kevin Plain Robin Dunlap Joe Baker Members Absent Bark Kirkmeyer, excused Jackie Thomas, excused Derrick Worden, excused Chico Garcia, excused Cody Childers, unexcused Staff Present AJ Euckert, City Manager Valerie Taylor, Clerk Jennifer Krieger, Secretary/Executive Director Carolynne White, Special Counsel Approval of the October 1, 2020 Urban Renewal Authority of Dacono Meeting Minutes. Authority Member Whitman moved to approve the October 1, 2020 Urban Renewal Authority of Dacono Meeting Minutes. The vote was unanimous with Chairperson Nasta declared the motion carried. General Business Consideration and Approval of Resolution URAD 20-13, Authorizing the Urban Renewal Authority of Dacono to Issue Its Tax Increment Revenue Bonds, Series 2020, in an Aggregate Principal Amount of up to $19,000,000 for Purposes of Financing a Portion of the Costs of Designing, Acquiring, Constructing and Equipping an Urban Renewal Project and Paying the Costs of Issuance of Such Bonds; Authorizing a Limited Offering Memorandum for Use by the Underwriter In Its Offer and Sale of the Bonds; Authorizing the Execution and Delivery by the Authority of an Indenture of Trust, the Bond Purchase Agreement, the Continuing Disclosure Agreement and Such Other Documents and Certificates Necessary or Appropriate to Effect the Foregoing; Appointing an Authority Representative to Act on Behalf of the Authority Under the Indenture; Adopting an Authority Policy Regarding Tax-Exempt Obligations and Appointing a Responsible Person in Connection Therewith; Delegating Authority to the Authorized Delegate Pursuant to Section 11-57-205(1), C.R.S. to Make Certain Determinations Regarding Such Bonds; and Establishing the Effective Date of this Resolution. Carolynne, White, Special Counsel presented her report. Kamille Curylo and Kristen Cade with Kutak Rock LLP, were present and available for questions. For the record Jennifer Krieger was present at City Hall. She stated no one from the public was present. Commissioner Wittman moved to approve Resolution URAD 20-14, Authorizing the Urban Renewal Authority of Dacono to Issue Its Tax Increment Revenue Bonds, Series 2020, in an Aggregate Principal Page 1 of 2  Amount of up to $19,000,000 for Purposes of Financing a Portion of the Costs of Designing, Acquiring, Constructing and Equipping an Urban Renewal Project and Paying the Costs of Issuance of Such Bonds; Authorizing a Limited Offering Memorandum for Use by the Underwriter In Its Offer and Sale of the Bonds; Authorizing the Execution and Delivery by the Authority of an Indenture of Trust, the Bond Purchase Agreement, the Continuing Disclosure Agreement and Such Other Documents and Certificates Necessary or Appropriate to Effect the Foregoing; Appointing an Authority Representative to Act on Behalf of the Authority Under the Indenture; Adopting an Authority Policy Regarding Tax-Exempt Obligations and Appointing a Responsible Person in Connection Therewith; Delegating Authority to the Authorized Delegate Pursuant to Section 11-57-205(1), C.R.S. to Make Certain Determinations Regarding Such Bonds; and Establishing the Effective Date of this Resolution. The vote was unanimous with Chairperson Nasta declaring the motion carried. Adjournment: With no further business to be discussed the meeting was adjourned at 6:13 p.m. Approved this 15th day of December, 2020. _______________________________ Robin Dunlap, Vice-Chairperson Attest: ______________________________________ Jennifer Krieger, Secretary/Executive Director Page 2 of 2  Agenda Item: III-A. Meeting Date: December 15, 2020 Subject: Resolution 20-14, a Resolution of the Urban Renewal Authority of Dacono Adopting the Annual Budget and Appropriating Expenditures for the Urban Renewal Authority of Dacono for Fiscal Year 2021. Presenter: Carrie Bartow, Chief Financial Officer Jennifer Krieger, Executive Director Background: The proposed amended 2021 Budget reflects expected revenues and expenditures for Dacono Plan Area I and Dacono Plan Area II for the Urban Renewal Authority of Dacono. Incremental property tax revenue is the primary funding sources for the URAD. Proposed 2021 projects, funded by the Dacono I Urban Renewal Plan include: • Preliminary roadway engineering for Weld County Road 12 (Grand View Blvd). • I-25 corridor land use and economic development study. The purpose of this project is to conduct a market study and identify economic development opportunities along the I-25 corridor to leverage private investment in the Dacono Plan Area I. In January 2021, the URAD will review a scope of work and professional services agreement for the I-25 corridor study. Incremental revenue generated from the Dacono Plan Area II is pledged revenue for debt service payment of the Authority Tax Increment Revenue Bonds, Series 2020. Recommended Action: Staff recommends approval of Resolution 20-14, adopting the fiscal year 2021 budget.  URBAN RENEWAL AUTHORITY OF DACONO RESOLUTION NO. 20-14 A RESOLUTION OF THE URBAN RENEWAL AUTHORITY OF DACONO ADOPTING THE ANNUAL BUDGET AND APPROPRIATING EXPENDITURES FOR THE URBAN RENEWAL AUTHORITY OF DACONO FOR FISCAL YEAR 2021 WHEREAS, the Urban Renewal Authority of Dacono’s proposed annual budget for the fiscal year 2021 has been prepared and submitted to the Board of Commissioners; and WHEREAS, such budget contains all of the matters required by law, and said budget is in balance as required by law; and WHEREAS, a public hearing has been held on the proposed budget following public notice of the same; NOW THEREFORE, BE IT RESOLVED BY THE URBAN RENEWAL AUTHORITY OF DACONO: Section 1. The Annual Budget for the Urban Renewal Authority of Dacono, for the Fiscal Year beginning January 1, 2021 and ending December 31, 2021, is hereby approved and adopted. Such 2021 Annual Budget document is attached hereto and made a part of this Resolution. Section 2. Moneys are hereby appropriated for said fiscal year as provided in said budget document. INTRODUCED, READ, and ADOPTED this 15th day of December, 2020. Robin Dunlap, Vice-Chairperson ATTEST: Jennifer Krieger, Executive Director/Secretary URBAN RENEWAL AUTHORITY OF DACONO ANNUAL BUDGET FOR THE YEAR ENDING DECEMBER 31, 2021 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO SUMMARY 2021 BUDGET WITH 2019 ACTUAL AND 2020 ESTIMATED For the Years Ended and Ending December 31, 12/8/2020 ACTUAL BUDGET ACTUAL ESTIMATED BUDGET 2019 2020 10/31/2020 2020 2021 BEGINNING FUND BALANCES $ 364 $ 488 $ 31,816 $ 31,816 $ 2,267,691 REVENUES Incremental property taxes - Plan Area I 111,272 411,650 410,916 411,650 810,424 Incremental property taxes - Plan Area 2 - - - - 18,807 Interest income - - 8 400 500 Royalties 14,774 - - - - City loan 77,000 - - - - Transfer from City - - - - 3,000 Bond proceeds - - 16,043,000 16,043,000 - Total revenues 203,046 411,650 16,453,924 16,455,050 832,731 TRANSFERS IN - - - - 315,111 Total funds available 203,410 412,138 16,485,740 16,486,866 3,415,533 EXPENDITURES General Accounting - - 17,151 20,000 50,000 Audit - - - - 7,000 County Treasurer's fee - - 6,164 6,175 12,438 Legal services 15,516 - 45,201 50,000 60,000 Professional services 79,070 105,000 59,688 100,000 100,000 Staffing - - - - 70,000 Contingency - - - - 10,844 Debt principal 75,558 - - - - Debt interest 1,450 - - - - Property tax increment payments - - - - 7,613 Debt Service Trustee fees - - - - 3,000 Capital Projects Bond issuance costs - - 472,994 543,000 - Capital outlay - Plan Area I - - - - 315,000 Capital outlay - Plan Area II - - 13,500,000 13,500,000 2,000,900 Total expenditures 171,594 105,000 14,101,198 14,219,175 2,636,795 TRANSFERS OUT - - - - 315,111 Total expenditures and transfers out requiring appropriation 171,594 105,000 14,101,198 14,219,175 2,951,906 ENDING FUND BALANCES $ 31,816 $ 307,138 $ 2,384,542 $ 2,267,691 $ 463,627 No assurance provided. See summary of significant assumptions. 1 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO PROPERTY TAX SUMMARY INFORMATION PLAN AREA I 2021 BUDGET WITH 2019 ACTUAL AND 2020 ESTIMATED For the Years Ended and Ending December 31, 12/8/2020 ACTUAL BUDGET ACTUAL ESTIMATED BUDGET 2019 2020 10/31/2020 2020 2021 ASSESSED VALUATION - WELD COUNTY TIF Increment $ 799,689 $ 3,017,862 $ 3,017,862 $ 3,017,862 $ 5,921,051 Total TIF Certified Assessed Value $ 799,689 $ 3,017,862 $ 3,017,862 $ 3,017,862 $ 5,921,051 MILL LEVY General Fund 138.256 136.407 136.407 136.407 136.872 Total mill levy 138.256 136.407 136.407 136.407 136.872 PROPERTY TAXES General Fund 110,562 $ 411,657 $ 411,657 $ 411,657 $ 810,424 Levied property taxes 110,562 411,657 411,657 411,657 810,424 Adjustments to actual/rounding 710 (7) (741) (7) - Refunds and abatements - - - - - Budgeted property taxes $ 111,272 $ 411,650 $ 410,916 $ 411,650 $ 810,424 BUDGETED PROPERTY TAXES General Fund $ 111,272 $ 411,650 $ 410,916 $ 411,650 $ 810,424 $ 111,272 $ 411,650 $ 410,916 $ 411,650 $ 810,424 No assurance provided. See summary of significant assumptions. 2 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO PROPERTY TAX SUMMARY INFORMATION PLAN AREA II 2021 BUDGET WITH 2019 ACTUAL AND 2020 ESTIMATED For the Years Ended and Ending December 31, 12/8/2020 ACTUAL BUDGET ACTUAL ESTIMATED BUDGET 2019 2020 10/31/2020 2020 2021 ASSESSED VALUATION - WELD COUNTY TIF Increment $ - $ - $ - $ - $ 159,460 Total TIF Certified Assessed Value $ - $ - $ - $ - $ 159,460 MILL LEVY Debt Service - - - - 117.942 Total mill levy - - - - 117.942 PROPERTY TAXES Debt Service $ - $ - $ - $ - $ 18,807 Levied property taxes - - - - 18,807 Adjustments to actual/rounding - - - - - Refunds and abatements - - - - - Budgeted property taxes $ - $ - $ - $ - $ 18,807 BUDGETED PROPERTY TAXES Debt Service $ - $ - $ - $ - $ 18,807 $ - $ - $ - $ - $ 18,807 No assurance provided. See summary of significant assumptions. 3 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO GENERAL FUND 2021 BUDGET WITH 2019 ACTUAL AND 2020 ESTIMATED For the Years Ended and Ending December 31, 12/8/2020 ACTUAL BUDGET ACTUAL ESTIMATED BUDGET 2019 2020 10/31/2020 2020 2021 BEGINNING FUND BALANCES 364 488 31,816 31,816 $ 267,291 REVENUES Incremental property taxes - Plan Area I 111,272 411,650 410,916 411,650 810,424 Royalties 14,774 - - - - City loan 77,000 - - - - Total revenues 203,046 411,650 410,916 411,650 810,424 TRANSFERS IN Debt Service Fund - administration fees - - - - 111 Total transfers in - - - - 111 Total funds available 203,410 412,138 442,732 443,466 1,077,826 EXPENDITURES Accounting - - 17,151 20,000 50,000 Audit - - - - 7,000 County treasurer's fee - - 6,164 6,175 12,156 Legal services 15,516 - 45,201 50,000 60,000 Professional services 79,070 105,000 59,688 100,000 100,000 Staffing - - - - 70,000 Contingency - - - - 10,844 Debt principal 75,558 - - - - Debt interest 1,450 - - - - Total expenditures 171,594 105,000 128,204 176,175 310,000 TRANSFERS OUT Capital Projects Fund - Plan Area I - - - - 219,765 Capital Projects Fund - Plan Area I (Mountain View Fire) - - - - 95,235 Total transfers out - - - - 315,000 Total expenditures and transfers out requiring appropriation 171,594 105,000 128,204 176,175 625,000 ENDING FUND BALANCES $ 31,816 $ 307,138 $ 314,528 $ 267,291 $ 452,826 No assurance provided. See summary of significant assumptions. 4 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO DEBT SERVICE FUND 2021 BUDGET WITH 2019 ACTUAL AND 2020 ESTIMATED For the Years Ended and Ending December 31, 12/8/2020 ACTUAL BUDGET ACTUAL ESTIMATED BUDGET 2019 2020 10/31/2020 2020 2021 BEGINNING FUND BALANCES $ - $ - $ - $ - $ - REVENUES Incremental property taxes - Plan Area II - - - - 18,807 Transfer from City - - - - 3,000 Total revenues - - - - 21,807 Total funds available - - - - 21,807 EXPENDITURES Trustee fees - - - - 3,000 County Treasurer's fee - - - - 282 Property tax increment payment - AIMS Junior College - - - - 94 Property tax increment payment - Northern Colorado Water - - - - 154 Property tax increment payment - School Dist RE1J - - - - 4,567 Property tax increment payment - School Dist RE8 - - - - 88 Property tax increment payment - St Vrain Sanitation - - - - 74 Property tax increment payment - Weld County - - - - 1,179 Property tax increment payment - Mountain View Fire - - - - 1,457 Total expenditures - - - - 10,895 TRANSFERS OUT General Fund - administation fees - - - - 111 Total transfers out - - - - 111 Total expenditures and transfers out requiring appropriation - - - - 11,006 ENDING FUND BALANCES $ - $ - $ - $ - $ 10,801 No assurance provided. See summary of significant assumptions. 5 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO CAPITAL PROJECTS FUND - PLAN AREA I 2021 BUDGET WITH 2019 ACTUAL AND 2020 ESTIMATED For the Years Ended and Ending December 31, 12/8/2020 ACTUAL BUDGET ACTUAL ESTIMATED BUDGET 2019 2020 10/31/2020 2020 2021 BEGINNING FUND BALANCES $ - $ - $ - $ - $ - REVENUES Total revenues - - - - - TRANSFERS IN General Fund - - - - 315,000 Total transfers in - - - - 315,000 Total funds available - - - - 315,000 EXPENDITURES I-25 Corridor (market analysis) - - - - 150,000 URAD Property (site planning) - - - - 65,000 County Road 12 (design/survey) - - - - 100,000 Total expenditures - - - - 315,000 Total expenditures and transfers out requiring appropriation - - - - 315,000 ENDING FUND BALANCES $ - $ - $ - $ - $ - No assurance provided. See summary of significant assumptions. 6 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO CAPITAL PROJECTS FUND - PLAN AREA II 2021 BUDGET WITH 2019 ACTUAL AND 2020 ESTIMATED For the Years Ended and Ending December 31, 12/8/2020 ACTUAL BUDGET ACTUAL ESTIMATED BUDGET 2019 2020 10/31/2020 2020 2021 BEGINNING FUND BALANCES $ - $ - $ - $ - $ 2,000,400 REVENUES Bond proceeds - - 16,043,000 16,043,000 - Interest income - - 8 400 500 Total revenues - - 16,043,008 16,043,400 500 Total funds available - - 16,043,008 16,043,400 2,000,900 EXPENDITURES Bond issuance costs - - 472,994 543,000 - Capital outlay - - 13,500,000 13,500,000 2,000,900 Total expenditures - - 13,972,994 14,043,000 2,000,900 Total expenditures and transfers out requiring appropriation - - 13,972,994 14,043,000 2,000,900 ENDING FUND BALANCES $ - $ - $ 2,070,014 $ 2,000,400 $ - No assurance provided. See summary of significant assumptions. 7 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO 2021 BUDGET SUMMARY OF SIGNIFICANT ASSUMPTIONS Services Provided The Economic Development Authority of Dacono was formed by resolution passed March 23, 2015, by the City Council of the City of Dacono, Colorado (the City) pursuant to the Colorado Urban Renewal Law, Colorado Revised Statutes. On June 8, 2020, a resolution was passed to change the name of the organization to the Urban Renewal Authority of Dacono (Authority). The purpose of the Authority is to acquire and develop certain blighted areas in the City to maintain the public welfare. The Authority is considered a component unit of the City since the Authority’s tax increment financing indicates financial accountability with the City, due to the benefits redevelopment will provide the City. The Mayor appoints the Authority board members and the City Council reviews the Urban Renewal Plans and any changes thereto. Legal counsel is of the opinion that under state statues, the City is not liable with respect to the bonds issued by the Authority. The Authority has no employees and all administrative functions are contracted. The Authority prepares its budget on the modified accrual basis of accounting in accordance with the requirements of Colorado Revised Statutes C.R.S. 29-1-105 using its best estimates as of the date of the budget hearing. These estimates are based on expected conditions and its expected course of actions. The assumptions disclosed herein are those that the District believes are significant to the budget. There will usually be differences between the budget and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Revenues Incremental Property Taxes The Authority receives incremental property tax revenue for each of the active Urban Renewal areas. Incremental property tax revenues are the property tax revenues in excess of an amount equal to the ad valorem property taxes produced by the levy at the rates fixed for such year by or for the governing bodies of the various taxing jurisdictions within or overlapping the Urban Renewal area upon a valuation for assessment equal to the property tax base amount. The property tax base amount is certified by the County Assessor as the valuation for assessment of all taxable property within the Urban Renewal area last certified by the County Assessor prior to the adoption of the Urban Renewal plan. The base amount may be proportionately adjusted for general reassessments in accordance with Colorado law. The calculation of the incremental property taxes budgeted is displayed on the Property Summary Information pages the budget at the estimated mill levies for each project area. Interest Income Interest earned on the Authority’s available funds has been estimated based on the interest rate of approximately 0.15%. 8 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO 2021 BUDGET SUMMARY OF SIGNIFICANT ASSUMPTIONS Expenditures Administrative Expenditures Administrative expenditures include the services necessary to maintain the administrative viability such as legal, accounting, audit, contractual, and professional services, and other administrative expenses for the Authority. County Treasurer’s Fees County Treasurer’s collection fees have been computed at 1.5% of the incremental property taxes. Property Tax Increment Payment City Cooperation Agreement. On December 16, 2019, the Authority entered into a Cooperation Agreement (Dacono II Urban Renewal Plan) with the City (the “City Cooperation Agreement”). Pursuant to the City Cooperation Agreement, the parties agreed that, in furtherance of carrying out the purposes of the Plan, the Authority may retain and expend, 100% of the following revenue: (a) incremental property tax revenues derived from the City’s mill levy and transferred by the County Treasurer to the Authority for deposit into the Special Fund (the “City Property Tax Increment”) and (b) the incremental sales and use tax revenues from the portion of the City’s 3.0% general fund sales and use tax which are in excess of the sales tax base amount which revenues are deposited into the Special Fund by the City (the “City Sales Tax Increment” and together with the City Property Tax Increment, the “City Increment”). Under the City Cooperation Agreement, the Authority agreed to use the City Increment to pay eligible costs of the redevelopment of the TIF Area. The City Sales Tax Increment is not pledged to the Bonds and will be used by the Authority for other uses. The City presently imposes a debt service mill levy for the payment of general obligation indebtedness (2.62 of its 25.082 mills imposed in 2019, all of which will contribute to the Pledged Revenues) with a final maturity date of December 1, 2025. County Tax Increment Revenue Sharing Agreement. On December 16, 2019, the Authority entered into a Tax Increment Revenue Sharing Agreement with the County (the “County Sharing Agreement”). The parties agreed that the Authority may retain 50% of the net property tax increment revenues generated from the County’s mill levy during the TIF Period (the “County Increment”) and the Authority will remit to the County the remaining 50% of the net property tax increment revenues. St. Vrain Valley School District IGA. On December 16, 2019, the Authority and St. Vrain Valley School District RE-1J (the “St. Vrain School District”) entered into an Intergovernmental Agreement for Tax Increment Revenue Sharing By And Between the Economic Development Authority of Dacono and St. Vrain Valley School District (the “St. Vrain School District IGA”). The parties agreed that the Authority may retain the property tax increment revenues generated from the St. Vrain School District’s mill levy (currently in the amount of 24.995 mills) established by the Colorado Public School Finance Act, Section 22-54-106, C.R.S. (the “St. Vrain Total Program Mill Levy Increment”) and the Authority will remit to the St. Vrain School District all of the property tax increment revenues derived from the St. Vrain School District’s other mill levies and any future mill levies. The parties agreed that the Authority may retain an annual administrative fee equal to 1% of property tax increment revenues received by the Authority to pay the administrative costs of the Authority. 9 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO 2021 BUDGET SUMMARY OF SIGNIFICANT ASSUMPTIONS Expenditures (Continued) Property Tax Increment Payment (Continued) Weld RE-8 School District IGA. On December 11, 2019, the Authority and Weld RE-8 School District (the “Weld School District”) entered into an Intergovernmental Agreement for Tax Increment Revenue Sharing By And Between the Economic Development Authority of Dacono and Weld RE-8 School District (the “Weld School District IGA”). The parties agreed that the Authority may retain the property tax increment revenues generated from the Weld School District’s mill levy (currently in the amount of 12.143 mills) established by the Colorado Public School Finance Act, Section 22-54-106, C.R.S. (the “Weld Total Program Mill Levy Increment”) and the Authority will remit to the Weld School District all of the property tax increment revenues derived from the Weld School District’s other mill levies and any future mill levies. Carbon Valley Parks and Recreation District IGA. On November 19, 2019, the Authority and Carbon Valley Parks and Recreation District (the “Parks and Recreation District”) entered into an Intergovernmental Agreement for Property Tax Increment Revenue Sharing (Carbon Valley Parks and Recreation District) (Dacono II Urban Renewal Plan) (the “Parks and Recreation District IGA”). The parties agreed that the Authority may retain and expend in furtherance of the Urban Renewal Project 100% of the property tax increment revenues generated from the Parks and Recreation District’s mill levy (the “Parks and Recreation District Increment”). The parties agreed that the Authority may retain an annual administrative fee equal to 1% of the incremental property tax revenue received by the Authority to pay the administrative costs of the Authority. Mountain View Fire Rescue District IGA. On December 9, 2019, the Authority and Mountain View Fire Rescue District (the “Fire District”) entered into an Intergovernmental Agreement for Property Tax Increment Revenue Sharing (Mountain View Fire Rescue District) (Dacono II Urban Renewal Plan) (the “Fire District IGA”). The parties agreed that the Authority may retain and expend in furtherance of the Urban Renewal Project 42% of the property tax increment revenues generated from the Fire District’s mill levy (the “Fire District Increment”), subject to a limit of $16,000,000 (the “Fire District Increment Cap”). If the Authority collections hit the Fire District Increment Cap prior to expiration of the TIF Period, then the Authority will not be entitled to retain the Fire District Increment and will remit it to the Fire District. The parties agreed that the Authority may retain an annual administrative fee equal to 1% of the property tax increment revenues received by the Authority to pay the administrative costs of the Authority. The Authority agreed to use the Fire District Increment solely for transportation infrastructure projects identified in the Plan. Given the restrictions on the use of the Fire District Increment in the Fire District IGA, the Fire District Increment is not pledged to the payment of the Bonds. High Plains Library District IGA. On December 16, 2019, the Authority entered into an Intergovernmental Agreement for Property Tax Increment Revenue Sharing (High Plains Library District) (Dacono II Urban Renewal Plan) with High Plains Library District (the “Library District”) (the “Library District IGA”). The parties agreed that the Authority will remit to the Library District all of the property tax increment revenues derived from the Library District’s mill levy allocated to the Special Fund, except that the Authority may retain an annual administrative fee equal to 1% of such property tax increment revenues to pay the administrative costs of the Authority. 10 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO 2021 BUDGET SUMMARY OF SIGNIFICANT ASSUMPTIONS Expenditures (Continued) Property Tax Increment Payment (Continued) St. Vrain Sanitation District IGA. On November 20, 2019, the Authority and St. Vrain Sanitation District (as previously defined, the “Sanitation District”) entered into an Intergovernmental Agreement for Property Tax Increment Revenue Sharing (St. Vrain Sanitation District) (Dacono II Urban Renewal Plan) (the “Sanitation District IGA”). The parties agreed that the Authority will remit to the Sanitation District all of the property tax increment revenues derived from the Sanitation District’s mill levy allocated to the Special Fund, except that the Authority may retain an annual administrative fee equal to 1% of property tax increment revenues received by the Authority to pay the administrative costs of the Authority. Aims Junior College District IGA. On December 3, 2019, the Authority and Aims Junior College District (the “College District”) entered into an Intergovernmental Agreement for Property Tax Increment Revenue Sharing (Aims Junior College District) (Dacono II Urban Renewal Plan) (the “College District IGA”). The parties agreed that the Authority will remit to the College District all of the property tax increment revenues derived from the College District’s mill levy allocated to the Special Fund. Northern Colorado Water Conservancy District. On November 25, 2019, the Authority sent a letter to the Northern Colorado Water Conservancy District (the “Water District”) to notify the Water District that the Authority would remit to the Water District all of the property tax increment revenues derived from the Water District’s mill levy. Accordingly, the Authority did not enter into an intergovernmental agreement with the Water District governing the sharing of incremental property tax revenues. Debt and Leases City Loan Between 2016 and 2019, the City of Dacono General Fund loaned the Authority $877,677 to implement plan objectives. These objectives include eliminating and preventing the spread of blight within the Plan Area and to stimulate growth and investment within the Area boundaries. The funds were used for property acquisition and public improvements in the Plan Area. Currently, the Authority is to retain all of the TIF funds collected. In future years, the Authority anticipates TIF revenues to increase and the loan will be repaid at that time. Tax Increment Revenue Bonds, Series 2020 On October 28, 2020, the Authority issued $16,043,000 in Tax Increment Revenue Bonds, Series 2020. Proceeds from the bonds will be used to: (i) acquire certain water rights known as the Windy Gap Units for use in the TIF Area and elsewhere within the City, (ii) finance a portion of the costs of the design, construction, acquisition, and equipping of certain water and sewer infrastructure within the TIF Area and elsewhere within the City, and (iii) pay costs of issuing the bonds. The bonds bear interest rat of 6.250% per annum and are payable annually on December 1, beginning on December 1, 2020 from and to the extent of available pledged revenue. The bonds mature on December 1, 2039 an are subject to mandatory redemption on December 1 of each year to the extent 11 PRELIMINARY DRAFT - SUBJECT TO REVISION  URBAN RENEWAL AUTHORITY OF DACONO 2021 BUDGET SUMMARY OF SIGNIFICANT ASSUMPTIONS Debt and Leases (Continued) Tax Increment Revenue Bonds, Series 2020 (Continued) of available pledged revenue. The bonds are structured as cash flow bonds meaning that there are no scheduled payments of principal or interest prior to the final maturity date. Pledged revenue consists of pledged property tax revenues and any other legally available moneys, which the Authority determines, in its absolute discretion, to transfer to the Trustee for application as pledged revenue. Pledged property tax revenues are generally defined as that portion of the property tax increment revenues that is derived solely from property classified as oil and gas real property or oil and gas personal property as certified by the County Assessor in the TIF Area, net of any costs of collection of the City and/or County and any tax refunds or abatements authorized by or on behalf of the City and/or County. Property tax increment revenues generated from other taxable property in the TIF Area are not pledged to the payment of the bonds. To the extent principal of any bonds is not paid when due, such principal shall remain outstanding until the termination date of December 2, 2044 and shall continue to bear interest at the rate then borne by the bonds. To the extent interest on any bonds is not paid when due, such interest shall compound annually on each interest payment date at the rate then borne by the bonds. The bonds will be deemed discharged on the termination date. The District has no capital or operating leases. This information is an integral part of the accompanying budget. 12 PRELIMINARY DRAFT - SUBJECT TO REVISION URBAN RENEWAL AUTHORITY OF DACONO FINANCIAL STATEMENTS PERIODS ENDED OCTOBER 31, 2020  URBAN RENEWAL AUTHORITY OF DACONO BALANCE SHEET - GOVERNMENTAL FUNDS OCTOBER 31, 2020 Capital General Projects Total ASSETS Cash - Checking $ 325,230 $ - $ 325,230 URAD Series 2020 Tax Incr Proj Fd - 2,000,008 2,000,008 URAD Series 2020 Tax Incr COI Fd - 70,006 70,006 Receivable from County Treasurer 1,651 - 1,651 TOTAL ASSETS $ 326,881 $ 2,070,014 $ 2,396,895 LIABILITIES AND FUND BALANCES CURRENT LIABILITIES Accounts payable $ 12,353 $ - $ 12,353 Total Liabilities 12,353 - 12,353 FUND BALANCES Total Fund Balances 314,528 2,070,014 2,384,542 TOTAL LIABILITIES AND FUND BALANCES $ 326,881 $ 2,070,014 $ 2,396,895 No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures and changes in fund balances – governmental funds have been omitted. 1  URBAN RENEWAL AUTHORITY OF DACONO STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL FOR THE TEN MONTHS ENDED OCTOBER 31, 2020 GENERAL FUND Annual Year to Date Budget Actual Variance REVENUES Incremental property taxes $ 411,650 $ 410,916 $ (734) TOTAL REVENUES 411,650 410,916 (734) EXPENDITURES Professional Services 105,000 59,688 45,312 Accounting - 17,151 (17,151) County Treasurer's fee - 6,164 (6,164) Legal services - 45,201 (45,201) TOTAL EXPENDITURES 105,000 128,204 (23,204) NET CHANGE IN FUND BALANCES 306,650 282,712 (23,938) FUND BALANCES - BEGINNING 488 31,816 31,328 FUND BALANCES - ENDING $ 307,138 $ 314,528 $ 7,390 No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures and changes in fund balances – governmental funds have been omitted. 2 SUPPLEMENTARY INFORMATION  URBAN RENEWAL AUTHORITY OF DACONO SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL FOR THE TEN MONTHS ENDED OCTOBER 31, 2020 CAPITAL PROJECTS FUND Annual Year to Date Budget Actual Variance REVENUES Interest income $ - $ 8 $ 8 Bond proceeds - Series 2020 - 16,043,000 16,043,000 TOTAL REVENUES - 16,043,008 16,043,008 EXPENDITURES Bond issue costs - Series 2020 - 472,994 (472,994) Capital outlay - 13,500,000 (13,500,000) TOTAL EXPENDITURES - 13,972,994 (13,972,994) NET CHANGE IN FUND BALANCES - 2,070,014 2,070,014 FUND BALANCES - BEGINNING - - - FUND BALANCES - ENDING $ - $ 2,070,014 $ 2,070,014 No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures and changes in fund balances - governmental funds have been omitted. 4  URBAN RENEWAL AUTHORITY OF DACONO 2020 BUDGET ASUMMARY OF SIGNIFICANT ASSUMPTIONS The Economic Development Authority of Dacono (EDAD) is an urban renewal authority authorized to exercise all powers granted by the Urban Renewal Law. The principal goals of the Dacono Urban Renewal Plan are to help provide important services to the area, attract private investment, utilize underdeveloped land, and leverage public investment to provide necessary public infrastructure to serve the subject area, all for the purpose of remedying and preventing blight. The 2020 budget for the Economic Development Authority of Dacono is funded by tax increment derived from property taxes within the urban renewal plan area. For tax year 2019 the anticipated amount to be collected by the Authority is $411,650. Budgeted expenditures in the amount of $105,000, in 2020 are for professional services. Professional services will include special legal counsel, financial planning services, and other consultants as necessary. Between 2016 and 2019, the City of Dacono General Fund loaned the Authority $877,677 to implement plan objectives. These objectives include eliminating and preventing the spread of blight within the Plan Area and to stimulate growth and investment within the Area boundaries. The funds were used for property acquisition and public improvements in the Plan Area. In 2020, the Authority will retain all of the TIF funds collected during the 2020 budget year. In future years, the Authority anticipates revenue projections to increase and the loan will be repaid at that time. No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures and changes in fund balances – governmental funds have been omitted 5  ECONOMIC DEVELOPMENT AUTHORITY OF DACONO SCHEDULE OF CASH POSITION October 31, 2020 Updated as of December 2, 2020 General Capital Projects Fund Fund Total TBK Bank - Checking Account Balance as of 10/31/2020 $ 325,229.79 $ - $ 325,229.79 Subsequent activities: 11/10/20 October Ptax TIF 1,650.72 - 1,650.72 Anticipated vouchers payable (12,352.54) - (12,352.54) Anticipated Balance 314,527.97 - 314,527.97 UMB Bank - Tax Incr Rev 2020 - Proj Fd Balance as of 10/31/2020 - 2,000,008.38 2,000,008.38 Subsequent activities: 11/30/20 Interest Income - 230.93 230.93 Anticipated Balance - 2,000,239.31 2,000,239.31 UMB Bank - Tax Incr Rev 2020 - COI Fd Balance as of 10/31/2020 - 70,006.21 70,006.21 Subsequent activities: 11/13/20 Cost of issuance - (51,000.00) (51,000.00) 11/30/20 Interest Income - 3.82 3.82 Anticipated Balance - 19,010.03 19,010.03 Anticipated Balances $ 314,527.97 $ 2,019,249.34 $ 2,333,777.31 No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures and changes in fund balances – governmental funds have been omitted 6  URBAN RENEWAL AUTHORITY OF DACONO DACONO URA TIF Revenue Reconciliation 2020 Current Year Delinquent Net % of Total Property Property Taxes, Rebates Treasurer's Due to Amount Taxes Received Taxes and Abatements Interest Fees County Received Monthly Y-T-D January $ 2,410.87 $ (11.25) $ - $ (35.98) $ - $ 2,363.64 0.58% 0.58% February 73,904.42 - - (1,108.49) - 72,795.93 17.95% 18.54% March 27,869.91 - - (418.03) - 27,451.88 6.77% 25.31% April 159,342.38 - - (2,390.13) - 156,952.25 38.71% 64.01% May 13,847.25 - - (207.64) - 13,639.61 3.36% 67.38% June 64,718.67 - - (970.77) - 63,747.90 15.72% 83.10% July 188.54 - - (2.84) - 185.70 0.05% 83.15% August - (240.83) - 3.61 237.22 - -0.06% 83.09% September 67,209.97 - - (1,008.09) (237.22) 65,964.66 16.33% 99.41% October 1,675.87 - - (25.15) - 1,650.72 0.41% 99.82% November - 0.00% 99.82% December - 0.00% 99.82% $ 411,167.88 $ (252.08) $ - $ (6,163.51) $ - $ 404,752.29 99.82% 99.82% Property Taxes % Collected to Taxes Levied % of Levied Collected Amount Levied Property Tax General Fund $ 411,650.00 100.00% $ 410,915.80 99.82% $ 411,650.00 100.00% $ 410,915.80 99.82% Treasurer's Fees General Fund $ 6,174.75 100.00% $ 6,163.51 99.82% $ 6,174.75 100.00% $ 6,163.51 99.82% No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures and changes in fund balances – governmental funds have been omitted 7  Agenda Item: III-C. Meeting Date: December 15, 2020 Subject: Urban Renewal Authority of Dacono Resolution 20-15, A Resolution Approving an Engagement Agreement for Urban Renewal Authority Legal Services- General Counsel to the Urban Renewal Authority Presenter: Jennifer Krieger, AICP, Executive Director Background: By EDAD Resolution 19-01, the EDAD approved an Engagement Agreement appointing the firm Brownstein Hyatt Farber Schreck, to serve as special counsel to the Authority for legal advice regarding urban renewal issues and adoption of a new plan. Resolution 20-15 approves a Letter Agreement with Brownstein Hyatt Farber Schreck appointing the firm to serve as general counsel to the Authority. Recommended Action: Staff recommends approval of Resolution 20-15, approving a Letter Agreement appointing Brownstein Hyatt Farber Schreck as general counsel to the URAD.  URBAN RENEWAL AUTHORITY OF DACONO RESOLUTION NO. 20-15 A RESOLUTION APPROVING AN ENGAGEMENT AGREEMENT FOR URBAN RENEWAL AUTHORITY LEGAL SERVICES- GENERAL COUNSEL TO THE URBAN RENEWAL AUTHORITY BE IT RESOLVED BY THE URBAN RENEWAL AUTHORITY OF DACONO, COLORADO: Section 1. The proposed Engagement Agreement for Legal Services between the Urban Renewal Authority of Dacono (“URAD”) and Brownstein Hyatt Farber Schreck for general counsel legal services regarding urban renewal issues is hereby approved in essentially the same form as the copy of such Agreement accompanying this resolution. Section 2. The Vice-Chairman is hereby authorized to execute the Agreement, and is further authorized to negotiate and approve on behalf of the URAD such revisions to the Contract as the Vice-Chairman determines are necessary or desirable for the protection of the URAD, so long as the essential terms and conditions of the Agreement are not altered. INTRODUCED, READ, and ADOPTED this 15th day of December, 2020. ______________________________ Robin Dunlap, Vice-Chairman ATTEST: By: ____________________________ Jennifer Krieger, Secretary/Executive Director DocuSign Envelope ID: 0579464B-D597-423D-8373-2EE3E5366D6A Carolynne C. White Attorney at Law December 3, 2020 303.223.1197 tel cwhite@bhfs.com VIA DOCUSIGN: JKrieger@CityofDacono.com Jennifer Krieger, Executive Director Urban Renewal Authority of Dacono 512 Cherry Street Dacono, CO 80514 RE: Engagement Agreement for Legal Services – General Counsel to the Urban Renewal Authority of Dacono (URAD) Dear Jennifer Krieger: Thank you for selecting Brownstein Hyatt Farber Schreck, LLP (the “Firm”) to serve as legal counsel to the Urban Renewal Authority of Dacono (“URAD”) in connection with general legal advice to URAD effective January 1, 2021. We are very pleased and privileged to work with you, and we appreciate the opportunity to represent you. The purpose of this engagement letter (the “Agreement”) and the attached Standard Terms and Conditions which are incorporated into this letter by this reference (the “Terms”) is to outline the nature and scope of the engagement and our respective responsibilities and expectations. The Client: The Firm will represent URAD but not its principals, corporate parents or other owners, subsidiaries, or other affiliates. Scope of Engagement: This Agreement and the Terms apply to the engagement described above as well as future engagements with respect to which you ask and the Firm agrees to represent you, unless we execute a separate agreement for one or more separate engagements. Services rendered to you prior to your signing this Agreement are subject to the provisions of this Agreement and the Terms. Staffing, Fees, Costs and Billing Arrangements: In the course of our representation, it is anticipated that I will supervise and coordinate most of the work on this matter, with the assistance of any attorneys, land use planners, paralegals, law clerks, legal assistants, and other staff working with me. My hourly rate is $535.00. I can be reached directly at 303.223.1197 and via email at cwhite@bhfs.com. To best serve your interests, we may assign other attorneys affiliated with the Firm to represent you if, in our judgment, that becomes necessary or desirable. We also may assign attorneys who are independent contractors to the Firm and whose hourly billing rate will be passed on to you with a factor for the firm’s overhead and profit. Our fees are based primarily on the actual amount of time spent by our attorneys and other professionals performing services for you, including attending, conducting or making, as applicable, telephone calls, conferences, court appearances, research and investigations, traveling, and preparing letters, pleadings, briefs, agreements, and other documents. We will bill for our services at our applicable hourly billing rates in effect at the time we render the services, which are available upon request. In the course of providing services to you, it may be necessary for us to incur certain costs. You agree to reimburse us in accordance with the Terms for all reasonable costs that we actually incur and for the Firm’s administrative fee. For more information on billing, including third party and other costs for which you will be billed, rate changes and other factors affecting fees and other charges, please refer to the Terms. Billing Period and Payments: We will bill you on a monthly basis or such other periodic basis as we may determine. Except as otherwise set forth herein, you agree to make payment of all outstanding fees and 410 Seventeenth Street, Suite 2200 Denver, Colorado 80202-4432 21936001.2 main 303.223.1100 bhfs.com Brownstein Hyatt Farber Schreck, LLP DocuSign Envelope ID: 0579464B-D597-423D-8373-2EE3E5366D6A Urban Renewal Authority of Dacono (“URAD”) December 3, 2020 Page 2 costs within 30 days of your receipt of a billing statement. We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month, or the maximum interest rate permitted by law, whichever is less, from the date due until paid. You agree to pay such interest on the outstanding balance in addition to the balance of fees and expenses due. Retainer Deposit: Given your relationship with the Firm, we agree to waive an upfront deposit for this matter, and you agree to pay our bills timely pursuant to the Terms. We reserve the right to require a deposit in the future if we feel that circumstances warrant it, and in such event you agree to post such a deposit. Conflicts of Interest: We have conducted a search in our conflicts database of your name and the names of your owners, principals and affiliates and all adverse parties and their owners, principals and affiliates that you provided to us, as applicable. Based on the information provided, we have discovered no conflicts. To help us continue to assess conflicts, however, we will depend on you to keep us advised of changes in Dacono’s owners, principals, affiliates and potential adverse parties that might affect our analysis of actual or potential conflict of interests. Complete Agreement: This Agreement and the Terms contain all the terms and provisions of and related to our engagement. This Agreement and the Terms may only be amended in a writing signed by a representative of the Firm and you. If you agree with the terms and provisions of this Agreement and the Terms, please countersign this letter where indicated below and return it to us at your earliest opportunity. If you have any questions, please feel free to contact me or a member of our team. Sincerely, BROWNSTEIN HYATT FARBER SCHRECK, LLP By: Carolynne C. White Acceptance of Agreement and Standard Terms and Conditions: The undersigned entity represents and warrants that it has the power and authority and that the individual signing on its behalf below has been authorized to enter into and sign this Agreement. The undersigned does hereby engage Brownstein Hyatt Farber Schreck, LLP in accordance with the terms of this Agreement and the attached Standard Terms and Conditions, effective as of the date of this Agreement. URBAN RENEWAL AUTHORITY OF DACONO By: Name: Jennifer Krieger Its: Executive Director 21936001.2 DocuSign Envelope ID: 0579464B-D597-423D-8373-2EE3E5366D6A BROWNSTEIN HYATT FARBER SCHRECK, LLP STANDARD TERMS AND CONDITIONS Duties of the Parties: Brownstein Hyatt Farber Schreck, LLP licensing and installing special computer applications used to (the “Firm”) agrees to represent you in accordance with the manage your case; secretarial overtime (when required by the accompanying Engagement Agreement for Legal Services (the urgency of your matter); extraordinary administrative, technical “Agreement”) and these Standard Terms and Conditions (the or accounting support; professional mediator, arbitrator, and/or “Terms”). You agree to fully cooperate with us, be open and special master fees; other vendor costs; and reasonable truthful, provide us with complete information pertaining to the expenses for travel, meals and hotel accommodations. representation, keep us informed of developments, promptly respond to our inquiries and communications, and pay our bills For matters that involve e-Discovery, it may be necessary for in a timely manner. the Firm to undertake the tasks of collecting, processing, filtering, hosting, reviewing and/or producing electronic data. A Fees: We record time in 6-minute increments unless other listing of e-Discovery services along with the specific rate at arrangements are made, and our billing statements will be which each service will be billed, which accounts for both the based on time recorded in those increments. You agree to pay Firm’s direct cost and overhead and related expenses, is our fees based on time expended on your behalf, computed on available upon request. Charges for services such as hosting an hourly basis at our then applicable rates for this may continue to be billed for as long as we continue to engagement for the applicable attorneys and staff assigned to maintain e-Discovery data in an active or inactive server the matter. Generally speaking, these hourly rates currently environment. are, with limited exceptions, as follows: We may select experts, consultants and investigators who in Shareholders: From $425 to $1,435 per hour our judgment are necessary to aid in the preparation of your Counsel: From $380 to $1,195 per hour matter. We will inform you of the persons selected and their Associates: From $310 to $ 550 per hour charges. You authorize us to incur all reasonable costs and to Lit Support Analysts: From $205 to $ 365 per hour hire such experts, consultants and investigators, and you Land Use Planners: From $235 to $ 455 per hour agree to pay these expenses. Paralegals: From $150 to $ 370 per hour Law Clerks: From $235 to $ 385 per hour At our discretion, all costs may be included on your statement Legal Assistants: From $ 95 to $ 305 per hour or billed directly to you. We may also require that you advance to us the estimated amount for such items prior to our incurring We change our rates, as well as our other standard charges, them on your behalf. You agree to pay such costs, and we from time to time (typically on January 1 of a calendar year), to assume no obligation to advance any costs on your behalf or reflect competitive or market conditions, inflation, changes in to pay vendors, experts, consultants or other third parties we attorney seniority or status, changes to our rates generally, engage on your behalf. changes in the nature or scope of the services performed and other factors. Unless otherwise agreed to in writing, you agree Estimates Not Binding: It is often impractical to determine in that any new rates or charges apply prospectively to all matters advance the amount of time and effort that will be needed to then being handled by the Firm for you. You agree to pay all complete all the necessary work on a matter or the total fees billed at the then-current rates. Individual rate changes will amount of fees, charges, and costs that may be incurred. be reflected in the first billing statement that includes the new Additionally, if any estimates or budgets are provided, they rates and will be evident from the information you receive with may need to be adjusted upward or downward in response to each bill. changing circumstances. Accordingly, unless otherwise expressly agreed in writing, our estimates and budgets are not Outside Contract Attorneys and Legal Assistants: You agree intended to be binding, are subject to unforeseen or that we may utilize contract attorneys and legal assistants who unanticipated circumstances, and do not limit or “cap” our fees are supervised by our attorneys but not employed by the Firm, and other charges or costs. and who may reside inside or outside of the United States. Contract attorneys typically will be billed at the rates of the No Guarantees: Comments or expressions of opinion about attorneys at the firm who provide a comparable, applicable the potential outcome of your matter or any phase thereof are level of service, if not otherwise agreed to in writing. expressions of opinion only. We cannot guarantee the outcome or make any promises in that regard. Unless In-House Costs and External Expenses: In addition to fees otherwise specifically agreed in writing, our fees are not incurred for legal work, your statement will include other contingent upon the outcome or completion of a matter. charges and costs, some of which are summarized below, that you agree to pay. Billing Disputes: You agree to inform us of any dispute you may have with respect to a billing statement within ten (10) Charges for long distance telephone calls, in-office copying, days of the statement date. Even if you dispute a portion of a ordinary postage, and deliveries made by in-house staff are billing statement, you agree to pay the undisputed portion covered by an administrative fee, currently calculated at 2.5% within 30 days of your receipt of the statement. You will be of fees incurred. This administrative fee is charged in lieu of responsible for any costs of collection incurred by the Firm, itemizing those costs. including reasonable attorneys’ and paralegals’ fees and costs. Other costs which you agree to pay include, but are not limited Retainer Deposits: You agree to pay advance fee deposits in to: computer-assisted legal research; third party vendor fees accordance with the provisions of the Agreement and the (including document copying, transcript production, Terms. In addition, for matters involving litigation, arbitration, or depositions, e-discovery file processing, and trial preparation adjudication of disputes in other tribunals, we reserve the right materials); messenger and other delivery fees; the cost of to request from you an additional deposit before trial or hearing Rev’d 7/15/20 21936001.2 DocuSign Envelope ID: 0579464B-D597-423D-8373-2EE3E5366D6A in an amount reflective of the anticipated fees and costs of that files. Accordingly, we advise you to maintain your own files proceeding. You agree to timely provide such a deposit. If you relating to the matters which we are handling. Alternatively, do not provide this deposit, we shall have the right to withdraw you may request, prior to our scheduled destruction date, that from this representation, consistent with our obligations under we deliver all or certain portions of these client files to you applicable law and the rules of professional conduct, and you rather than destroying them. agree not to oppose our withdrawal. Termination: You may terminate our services at any time. If Responses to Auditors’ Inquiries: We are frequently asked to you choose to do so, you agree to give us prompt notice of the provide information to third-party auditing firms regarding legal termination. Upon such termination, you will remain obligated matters of our clients. We respond to those inquiries with the to pay for all services rendered and costs paid or incurred on same level of care that we use to handle our clients’ other legal your behalf before the termination or which are reasonably work, and we will charge for these services at the hourly rates necessary thereafter. If we are attorneys of record in any applicable to your engagement. When an auditing firm proceeding, you agree to promptly execute and return to us requests information on your behalf, that request will be appropriate documents effecting our substitution or withdrawal. deemed to be your consent for us to disclose the requested We will promptly return to you any remaining balance of your information to that auditing firm and to bill for those services. retainer as well as a copy of your client file, as described above. Permission to List the Company as a Client: Occasionally, we may provide lists of representative clients or matters to legal or Except to the extent limited by applicable law or rules of other publications and may use our clients’ names or a professional conduct, we may also withdraw from this description of their matters in marketing materials. Unless you representation at any time. We may withdraw, by way of instruct otherwise, you agree that such use is acceptable. example, if: Communications and Special Requirements: During the course  You fail to fulfill an obligation to the Firm or to honor of our engagement, we may exchange emails and electronic the terms of the Agreement or these Terms, such as versions of documents with you using commercially available by failing to pay our statements or to post deposits in software. Such communications are occasionally victimized by a timely manner; the creation and dissemination of viruses and other destructive electronic programs and hackers who compromise the privacy  You make it unreasonably difficult to represent you; of electronic communications. Our virus scanning software may also occasionally reject a communication that you send to  Our continued representation of you will result in an us, or we may send you a message that is rejected by your unreasonable financial burden on the Firm; or system. Although infrequent, these occurrences are to be expected as part of the ordinary course of business.  Facts or circumstances arise that, in our view, render Accordingly, we cannot guarantee that our communications our continuing representation unlawful or unethical. and documents will always be virus-free or immune from invasions of expected privacy. If for these or other reasons you If we elect to withdraw, you agree to take all steps reasonably would prefer or require that we not use electronic necessary to free us of any obligation to perform further communications or that we follow special instructions or services. Notwithstanding such withdrawal, you will remain encrypt emails or other communications, you should promptly obligated to pay us for all services provided and to reimburse advise in writing those working on your matters of such us for all costs paid or incurred on your behalf before the preferences or requirements. termination or which are reasonably necessary thereafter. Public Policy Services and Business Conflicts: The Firm Our representation of you will be considered terminated at the provides a wide array of public policy services to many clients earliest of your termination of our representation, our around the world. These services include legislative and withdrawal from our representation of you, or the substantial administrative representation on matters that may affect your completion of our work for you (as may be evidenced by a final interests, directly or indirectly. As a condition of our bill, by a substantial period of inactivity, or otherwise). undertaking to represent you, you hereby waive any objection to any conflict of interest that might be deemed to be created Disputes: All disputes arising out of or relating to the by our representation of other clients in legislative or Agreement and these Terms shall be resolved in a binding administrative policy matters that are unrelated to the specific arbitration administered by JAMS pursuant to its representation we have been asked to undertake on your Comprehensive Arbitration Rules and Procedures. The behalf. Your waiver permits us to represent another client in arbitration will take place in, and be administered in advocating a change in law or policy areas even if the policy accordance with the laws of, the state in which the legal we advocate would or might have a direct or indirect adverse services provided by the Firm were primarily performed. The impact upon your interests. arbitrator shall award the substantially prevailing party its reasonable attorney fees and costs, and judgment on the Ownership of Records and Files: You understand and agree award may be entered by a court of competent jurisdiction. that your client file consists of any correspondence, legal memoranda, pleadings, agreements, or other documents that Interpretation and Effective Date: The Agreement and these the Firm retains in its electronic document management Terms supersede all other prior and contemporaneous written system, which is duplicated in hard copy. It is our policy to and oral agreements and understanding between us, including destroy all client files (including all documents and materials any outside counsel guidelines or service level agreements, or therein) no less than eight years following completion of each the like, that you adopt, unless such outside counsel guidelines matter. This file destruction procedure is automatic, and you or service level agreements have been provided to us prior to will not receive further notice prior to the destruction of these the date of the Agreement or unless the Agreement and these Rev’d 7/15/20 21936001.2 DocuSign Envelope ID: 0579464B-D597-423D-8373-2EE3E5366D6A Terms have been made expressly subject thereto. You acknowledge that no promises have been made to you by us other than those in the Agreement and these Terms. In the event that these Terms conflict with the Agreement, the Agreement will govern. If any provision of these Terms or the Agreement is found unenforceable, the remaining provisions will remain in effect. If the Agreement does not take effect for any reason, you will still be required to pay us the reasonable value of any services we performed for you and all costs actually and reasonably incurred on your behalf. Rev’d 7/15/20 21936001.2