2024-11-18_item_4.13_approve_agreement_with_nbs_goverment_finance_group_to_provide_sp._district_adminstration_svcs

CITY MANAGER' SREPORT
NOVEMBER 18, 2024 CITY COUNCIL SPECIAL MEETING
ITEM:

ITEM 4. 13

APPROVE A MASTER AGREEMENT WITH NBS

GOVERNMENT FINANCE GROUP DBA NBS TO

PROVIDE SPECIAL DISTRICT ADMINISTRATION

SERVICES
RECOMMENDATION: Adopt Resolution to Approve a Master Agreement with NBS Government Finance Group to Provide
Special District Administration Services
SUMMARY:

Since 2004, the City of Lathrop has been receiving special district administration support from NBS Government Finance Group ( NBS). NBS provides comprehensive district administration services to assist the City with maintaining assessment district data, preparing tax roll levies, managing delinquencies, analyzing arbitrage rebates, providing on -going continuing disclosure reporting, and preparing annual reports as required by county, state and federal agencies. NBS is well- known among many municipalities and is regarded as one of the highest rated special tax administrators with knowledgeable and responsive staff.

The City has continually relied upon NBS to help administer a total of twenty- sven districts, which includes eight maintenance districts, fifteen special tax districts, and four reassessment districts. Each category of district is managed differently and requires an extensive annual process to meet strict deadlines, ensuring the City can maintain high quality services for its community. The original Master Agreement, executed 20 years ago, is still active. Since then, new districts have been created and there have been changes to disclosure filing requirements. The City has requested NBS to provide a new scope of services that includes both existing districts and additional services needed to meet continuing disclosure reporting requirements.

Therefore, a new Master Agreement is necessary to incorporate these services and to include new districts established since the Master Agreement was executed in 2004.

BACKGROUND:

On January 5, 2004, the City entered into a Master Agreement with NBS to provide special district administration services to fifteen assessment districts that were formed at that time. The Master Agreement remains active today.

Currently the City, with the knowledgeable resources of NBS, administers twentyseven assessment districts which includes eight maintenance districts, fifteen special tax districts, and four re -assessment districts all listed on the following page. Since the original Master Agreement was executed 20 years ago, a total of twelve new districts have been created.

CITY MANAGER' SREPORT PAGE 2
NOVEMBER 18, 2024 CITY COUNCIL SPECIAL MEETING

APPROVE A MASTER AGREEMENT WITH NBS TO PROVIDE SPECIAL DISTRICT

ADMINISTRATION SERVICES
Maintenance Districts:

Industrial Lighting Maintenance
Mossdale Lighting & Landscaping Maintenance
Residential Lighting Maintenance
Stonebridge Drainage & Lighting Maintenance
Stonebridge Landscape Maintenance
Woodfield Park Lighting & Landscape Maintenance
City Zone 1 Storm Drainage
City Zone 1A Storm Drainage
Special Tax Districts ( CFD):

CFD No. 2003- 1 (Mossdale Village)
CFD No. 2003- (Joint WW Project)
CFD 2004- 1 (Mossdale Services)
CFD 2005- 1 (Historic Lathrop Services)
CFD 2013- 1 (River Island Services)
CFD 2018- 1Area 1 ( CLSP Facilities)
CFD 2018- 1Area 2 ( CLSP Facilities)
CFD 2018- 1Area 3 ( CLSP Facilities)
CFD 2018- 1Area 4 ( CLSP Facilities)
CFD 2018- 1 Area 5 ( CLSP Facilities)
CFD 2019- 1 (South Lathrop Services)
CFD 2019- (Central Lathrop Services)
CFD 2021- 1 (Gateway Business Park)
CFD 2023- 1 (River Island Services & Facilities)
CFD 2024- 1 (Eagles Landing Services)
Reassessment Districts ( 1915 Act AD):

Sanitary Sewer Assessment District No. 1
Crossroad Assessment District Series 2015
Reassessment District No. 2015- 1 Mossdale Village
Reassessment District No. 2023- 1 Mossdale Village
Maintenance districts are created to fund the costs of ongoing maintenance and operations of improvements which includes landscaping, parks, street lighting, and storm drainage that provide special benefits to properties in certain areas of the City.

Special tax districts, also known as Community Facilities Districts ( CFD), are formed in developing areas to fund needed infrastructure to service current and future residents within the proposed developing areas. Reassessment districts are created to fund major capital improvements related to water and sewer infrastructures.

Each type of district is managed differently and requires an extensive annual process to meet strict deadlines, ensuring that the City can maintain high quality services for its community. Over the years, there have been changes to the disclosure filing requirements needing additional services from NBS to prepare the necessary reports.

These requirements may include submissions to the California Debt and Investment Advisory Commission, the State Controller' s Office, the Municipal Securities CITY MANAGER' S REPORT PAGE 3
NOVEMBER 18, 2024 CITY COUNCIL SPECIAL MEETING

APPROVE A MASTER AGREEMENT WITH NBS TO PROVIDE SPECIAL DISTRICT

ADMINISTRATION SERVICES
Rulemaking Board, and the Securities and Exchange Commission.

In light of these changes, the City has requested NBS to provide a new scope of services that includes both existing districts and additional services required for ongoing disclosure reporting requirements. Therefore, a new Master Agreement with NBS is necessary to include these services and to include new districts established since the original Master Agreement was executed in 2004.

NBS has been providing comprehensive district administration services to help the City manage assessment district data, prepare tax roll levies, manage delinquencies, analyze arbitrage rebates, provide on -going continuing disclosure reporting, and prepare annual reports as mandated by county, state and federal agencies. NBS is well- known among many municipalities and is regarded as one of the highest rated special tax administrators with knowledgeable and responsive staff. For these reasons, a formal request for proposals process was not used to procure NBS for these specialized services, pursuant to Lathrop Municipal Code 2. 36. 110 (A) which exempts professional services from bidding procedures.

City staff anticipates that residential and commercial development will continue to expand, especially in Central Lathrop and River Islands development areas. This growth will create a need for new district formations and ongoing district administration services.

REASON FOR RECOMMENDATION:

Given the high level of expertise and quality of service provided by NBS, Staff is recommending that Council adopt a resolution approving a Master Agreement with NBS to continue providing special district administration services for the City.

FISCAL IMPACTS:

The district administration services provided by NBS are funded through the special tax and assessments revenues collected from the districts following the levy of assessments. The expenditures for these services are appropriated in each of the district' s
operating budget.

ATTACHMENTS:

A. Resolution to Approve Master Agreement with NBS to Provide Special District Administration Services
B. City of Lathrop Master Agreement between the City of Lathrop and NBS CITY MANAGER' S REPORT PAGE 4
NOVEMBER 18, 2024 CITY COUNCIL SPECIAL MEETING

APPROVE A MASTER AGREEMENT WITH NBS TO PROVIDE SPECIAL DISTRICT

ADMINISTRATION SERVICES
APPROVALS:
ita
Chia Lor
Senior Accountant
Cari Ja jj"es
Directo of Finance
a. 7t. mn/
Date
0l3ilaoa¢
Date
10 Salvador Navarrete Date
City Attorney
Zo
Thomas Hedegard Date
Deputy City Manager
Stephen J. Salvatore Date
City Manager
LL • 14- •24 -
RESOLUTION NO. 24-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP

APPROVING A MASTER AGREEMENT WITH NBS GOVERNMENT FINANCE

GROUP DBA NBS TO PROVIDE SPECIAL DISTRICT ADMINISTRATION

SERVICES
WHEREAS, on January 5, 2004, the City entered into a Master Agreement with NBS to provide special district administration services to fifteen assessment districts that were formed at that time; and
WHEREAS, NBS provides comprehensive district administration services to assist the City with maintaining assessment district data, preparing tax roll, managing delinquencies, analyzing arbitrage rebates, providing on -going continuing disclosure reporting, and preparing annual reports as required by county, state and federal agencies; and
WHEREAS, the City has continually relied upon NBS to help administer a total of twenty- sven districts, which include eight maintenance districts, fifteen special tax districts, and four reassessment districts; and WHEREAS, each type of district is managed differently and requires an extensive annual process to meet strict deadlines ensuring that the City can maintain high quality services for its community; and
WHEREAS, since the original Master Agreement was executed 20 years ago new districts have been created and there have been changes to disclosure filing requirements; and
WHEREAS, the City has requested NBS to provide a new scope of services that includes both existing districts and additional services required for ongoing disclosure reporting requirements; and
WHEREAS, NBS is well- known among many municipalities and is regarded as one of the highest rated special tax administrators with knowledgeable and responsive staff; and
WHEREAS, a formal request for proposals process was not used to procure NBS for these specialized services, pursuant to Lathrop Municipal Code 2. 36. 110 A) which exempts professional services from bidding procedures; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Lathrop does hereby approve a Master Agreement with NBS Government Finance Group dba NBS to provide Special Districts Administration Services.

Resolution No. 24- Page 1 of 2
The foregoing resolution was passed and adopted this 18th day of November 2024, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney Resolution No. 24- Page 2 of 2

CITY OF LATHROP

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION

SERVICES BETWEEN THE CITY OF LATHROP AND NBS

GOVERNMENT FINANCE GROUP, DBA NBS
THIS AGREEMENT, dated for convenience this 18th day of November 2024, is by and between NBS (" CONSULTANT") and the CITY OF LATHROP, a California municipal corporation (" CITY");
RECITALS:

WHEREAS, CITY desires district administration services in connection with special assessment districts, and
WHEREAS, CONSULTANT is specially trained, experienced, and competent to perform special services which will be required by this agreement; WHEREAS, CITY selected the CONSULTANT pursuant to said qualifications; and WHEREAS, CONSULTANT is willing to render such professional services, as hereinafter defined, on the following terms and conditions; and NOW, THEREFORE, CONSULTANT and the CITY agree as follows:

AGREEMENT
1) Scope of Service
CONSULTANT agrees to perform special district administration services described in conformance with the CONSULTANT' sscope of services attached hereto as Exhibit "A" and with each approved Task Order submitted by the CONSULTANT incorporated herein by this reference. CONSULTANT agrees to diligently perform these services in accordance with the upmost standards of its profession and CITY' Ssatisfaction.
2) Compensation
CITY hereby agrees to pay CONSULTANT the amounts provided in Exhibit " B" and with each approved Task Order for Special District Administration Services as requested by the City. City agrees to pay CONSULTANT within thirty ( 30) days of receipt of billings containing all information required per Paragraph 5 below. In no event shall CONSULTANT be entitled to compensation for work not included in Exhibit "A" or in an approved Task Order Scope of Work unless a written change order or authorization describing the extra work and payment terms has been executed by CITY' Sauthorized representative prior to the commencement of the work.

ATTACHMENT " B"
CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES 3) Effective Date and Term
The effective date of this Agreement is November 18, 2024, and it shall terminate no later than June 30, 2025 provided, that the City may extend this agreement under the same terms and conditions for additional twelve ( 12) month periods, commencing on July 1 of each year and terminating on June 30 of each subsequent year. Each such extension shall be automatic unless CONSULTANT is given thirty 30) days written notice of CITY' sintention not to extend this agreement. 4) Independent Contractor Status
It is expressly understood and agreed by both parties that CONSULTANT, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the CITY.

CONSULTANT expressly warrants not to represent, at any time or in any manner, that CONSULTANT is an employee of the CITY.
5) Billings
CONSULTANT shall bill CITY periodically for services render by CONSULTANT.

CONSULTANT' sbills shall include the following information: a brief description of services performed, the period during which the services were performed, the rates thereof, and the CONSULTANT' s
signature. Except as specifically authorized by
CITY, CONSULTANT shall not bill CITY for duplicate services performed by more than one person. In no event shall CONSULTANT submit any billing for an amount in excess of the maximum amount of compensation provided in section (2) for either task or for the entire Agreement, unless modified by a properly executed change order.
6) Advice and Status Reporting
CONSULTANT shall provide the CITY with timely reports, orally or in writing, of all significant developments arising during performance of its services hereunder, and shall furnish to CITY such information as is necessary to enable CITY to monitor the performance of this Agreement.
7) Assignment of Personnel
CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. If CITY asks CONSULTANT to remove a person assigned to the work called for under this Agreement, CONSULTANT agrees to do so immediately, regardless of the reason, or the lack of a reason, according to the CITY' Srequest.

The services shall be performed by, or under the direct supervision, of CONSULTANT' sAuthorized Representative: Kristin Harvey, CONSULTANT shall not replace its Authorized Representative without the prior written approval by the CITY.

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CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES 8) Confidentiality
a) General. CONSULTANT agrees not to disclose any data submitted to CONSULTANT by CITY or obtained without the prior approval of the CITY, provided, however, that CONSULTANT shall not be required to keep confidential any information that is ( i) publicly available from other sources, or ( ii) required to be disclosed to governmental authorities.
b) Public Statements. CONSULTANT shall not issue nor cause the issuance of any public statement in a way regarding the Services without CITY' Sprior approval.
c) Public Release of Information. CONSULTANT shall not release any information concerning the Services or CITY without CITY' Sprior approval. CONSULTANT shall provide for CITY' Sapproval of both the material sought to be released and the identity of the publisher of such material.
d) Survival. The provisions of this Agreement governing the confidentiality of material delivered to or generated by CONSULTANT during the Term of this Agreement shall survive the termination or cancellation of this Agreement.
9) Assignment and Subcontracting
It is recognized by the parties hereto that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of CONSULTANT. Neither this Agreement nor any interest therein may be assigned by CONSULTANT without the prior written approval of CITY' S City Manager. CONSULTANT shall not subcontract any portion of the performance contemplated and provided for herein, other than the subcontractors noted in the proposal, without prior written approval of the CITY' Sauthorized representative. 10) Insurance
On or before beginning any of the services or work called for by any term of this Agreement, CONSULTANT, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the CITY the insurance specified in subsections ( a) through ( c) below with insurers and under forms of insurance satisfactory in all respects to the CITY. CONSULTANT shall not allow any subcontractor to commence work on any subcontract until all insurance required of the CONSULTANT has also been obtained for the subcontractor. Verification of this insurance shall be submitted and made part of this Agreement prior to execution.

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CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES a) Workers'
sole cost
Compensation.
and expense, maintain

CONSULTANT
Statutory
shall,
Workers'
at CONSULTANT' S
Compensation
Insurance and Employer' sLiability Insurance for any and all persons employed directly or indirectly by CONSULTANT. Said Statutory Workers' Compensation Insurance and Employer' sLiability Insurance shall be provided with limits of not less than one million dollars. In the alternative, CONSULTANT may rely on a self- insurance program to meet these requirements provided that the program of self- insurance complies fully with the provisions of the California Labor Code. The insurer, if insurance is provided, or the CONSULTANT, if a program of self- insurance is provided, shall waive all rights of subrogation against the CITY for loss arising from work performed under this Agreement. b) Commercial General and Automobile Liability Insurance.

CONSULTANT, at CONSULTANT' Sown cost and expense, shall maintain commercial general and automobile liability insurance for the period covered by this Agreement in an amount not less than one million dollars per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles.

Coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 ( ed. 11/ 88) and Insurance Services Office Automobile Liability form CA 0001 ( ed. 12/ 90) Code 1 ( any auto).

Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:
i) CITY, its officers, employees, agents, and volunteers are to be covered as insured with respect to each of the following:
liability arising out of activities performed by or on behalf of CONSULTANT, including the insider' s
general supervision of
CONSULTANT; products and completed operations of
CONSULTANT; premises owned, occupied or used by
CONSULTANT. The coverage shall contain no special
limitations on the scope of protection afforded to CITY, its

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CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES officers, employees, agents, or volunteers.
ii) The insurance shall cover on an occurrence or an accident basis, and not on a claim made basis.
iii) An endorsement must state that coverage is primary insurance and that no other insurance affected by the CITY will be called upon to contribute to a loss under the coverage.
iv) Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. v) Insurance is to be placed with California - admitted insurers with a Best' srating of no less than A: VII.
vi) Notice of cancellation or non -renewal must be received by CITY at least thirty days prior to such change.
c) Professional Liability. CONSULTANT, at CONSULTANT' Sown cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than One Million Dollars ($ 1, 000,0) per claim made and per policy aggregate covering the licensed professionals' errors and omissions, as follows:
i) Any deductible or self -insured retention shall not exceed 150, 00 per claim.
ii) Notice of cancellation, material change, or non -renewal must be received by the CITY at least thirty days prior to such change shall be included in the coverage or added as an endorsement to the policy.
iii) The following provisions shall apply if the professional liability coverages are written on a claims made form:

1. The retroactive date of the policy must be shown and must be before the date of the Agreement.

2. Insurance must be maintained and evidence of
insurance must be provided for at least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.

3. If coverage is canceled or not renewed and it is not

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CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES replaced with another claims made policy form with a
retroactive date that precedes the date of this
Agreement, CONSULTANT must provide extended
reporting coverage for a minimum of five years after
completion of the Agreement or the work. The CITY
shall have the right
cost, any extended
to
reporting
exercise
provisions
at the CONSULTANT' S
of the policy
should the CONSULTANT cancel or not renew the
coverage.

4. A copy of the claim reporting requirements must be
submitted to the CITY prior to the commencement of
any work under this Agreement.
d) Deductibles and Self -Insured Retentions. CONSULTANT shall disclose the self -insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.

During the period covered by this Agreement, upon express written authorization of the CITY' s City Manager, CONSULTANT may increase such deductibles or self -insured retentions with respect to CITY, its officers, employees, agents, and volunteers. The CITY' s City Manager may condition approval of an increase in deductible or self -insured retention levels upon a
requirement that CONSULTANT
procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
e) Notice of Reduction in Coverage. In the event that any coverage required under subsections ( a), (b), or ( c) of this section of the Agreement is reduced, limited, or materially affected in any other manner, CONSULTANT shall provide written notice to CITY at CONSULTANT' Searliest possible opportunity and in no case later than five days after CONSULTANT is notified of the change in coverage.
f) In addition to any other remedies CITY may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY may, at its sole option:
i) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
ii) Order CONSULTANT to stop work under this Agreement or withhold any payment which becomes due to CONSULTANT
hereunder, or both stop work and withhold any payment, until

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CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES CONSULTANT demonstrates compliance with the
requirements hereof;
iii) Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONSULTANT' Sbreach. 11) Indemnification - CONSULTANT' SResponsibility
As to the CONSULTANT' S work hereunder, it is understood and agreed that ( a) CONSULTANT has the professional skills necessary to perform the work, (b) CITY relies upon the professional skills of CONSULTANT to perform the work in a skillful and professional manner, and ( c) CONSULTANT thus agrees to so perform.

Acceptance by CITY of the work performed under this Agreement does not operate as a release of said CONSULTANT from such professional responsibility for the work performed. It is further understood and agreed that CONSULTANT is apprised of the scope of the work to be performed under this Agreement and CONSULTANT agrees that said work can and shall be performed in a fully competent manner in accordance with the standard of care applicable to CONSULTANT' Sprofession.

CONSULTANT shall indemnify, defend, and hold CITY, its officers, employees, agents, and volunteers harmless from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused by the willful misconduct or negligent acts or omissions of CONSULTANT, its employees, subcontractors, or agents, or on account of the performance or character of this work, except for any such claim arising out of the negligence or willful misconduct of the CITY, its officers, employees, agents, or volunteers. It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause.

This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

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CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES 12) Licenses
If a license of any kind, which term is intended to include evidence of registration, is required of CONSULTANT, its employees, agents, or subcontractors by federal or state law, CONSULTANT warrants that such license has been obtained, is valid and in good standing, and CONSULTANT shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations.
13) Business Licenses
CONSULTANT shall obtain and maintain a CITY of Lathrop Business License until all Agreement services are rendered and accepted by the CITY. 14) Termination
Either CITY or CONSULTANT may cancel this Agreement upon 30 days written notification to the other party. In the event of termination, the CONSULTANT shall be entitled to compensation for services performed to the effective date of termination; provided, however, that the CITY may condition payment of such compensation upon CONSULTANT' Sdelivery to the CITY of any or all documents, photographs, computer software, video and audio tapes, and other materials provided to CONSULTANT or prepared by or for CONSULTANT or the CITY in connection with this Agreement.
15) Funding
CONSULTANT agrees and understands that renewal of this agreement in subsequent years is contingent upon action by the City Council consistent with the appropriations limits of Article XIII ( B) of the California Constitution and that the Council may determine not to fund this agreement in subsequent years. 16) Notices
All contracts, appointments, approvals, authorizations, claims, demands, change orders, consents, designations, notices, offers, requests and statements given by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if ( 1) personally served, (2) sent by the United States mail, postage prepaid, (3) sent by private express delivery service, or (4) in the case of a facsimile transmission, if sent to the telephone FAX number set forth below during regular business hours of the receiving party and followed with two ( 2) Days by delivery of a hard copy of the material sent by facsimile transmission. Personal service shall include, without limitation, service by delivery and service by facsimile transmission.

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CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES To City: City of Lathrop
City Clerk
390 Towne Centre Drive
Lathrop, CA 95330
Copy to: City of Lathrop
Finance Department
390 Towne Centre Drive
Lathrop, CA 95330
To Consultant:

Main: (209) 941- 7320
Fax: (209) 941- 7339
NBS Government Finance Group
32605 Temecula Parkway
Suite 100
Temecula, CA 92592
17) Miscellaneous
a) Consent. Whenever in this Agreement the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent.
b) Controlling Law. The parties agree that this Agreement shall be governed and construed by and in accordance with the Laws of the State of California.
c) Definitions. The definitions and terms are as defined in these specifications.
d) Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement, which directly results from an Act of God or an act of a superior governmental authority.
e) Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement.
f) Incorporation of Documents. All documents constituting the Agreement documents described in Section 1 hereof and all

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CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in the Agreement and shall be deemed to be part of this Agreement. g) Integration. This Agreement and any amendments hereto between the parties constitute the entire Agreement between the parties concerning the Project and Work, there are no other prior oral or written agreements between the parties that are not incorporated in this Agreement.

Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties.

Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Agreement shall define or otherwise control, establish or limit the performance required or permitted or to be required of or permitted by either party. All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.

Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the provisions of this Agreement not so affected shall remain in full force and effect.

Status of CONSULTANT. In the exercise of rights and obligations under this Agreement, CONSULTANT acts as an independent contractor and not as an agent or employee of CITY. CONSULTANT shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of CITY, and CONSULTANT expressly waives any and all claims to such right and benefits.

Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the parties.

Time of the Essence. Time is of the essence of this Agreement and each of its provisions. In the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday or any Day observed as a legal holiday by CITY, the time for performance shall be extended to the following Business Day.

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CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES n) Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California. o) Recovery of Costs. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement fees,
may recover
incurred
its
or expended
reasonable
in
costs,
connection
including
with such
reasonable
action against
attorney' s
the
non -prevailing party.
18) Notice to Proceed
Prior to commencing work under this agreement, CONSULTANT shall receive a written "Notice to Proceed" from CITY. A Notice to Proceed shall not be issued until all necessary bonds and insurances have been received. City shall not be obligated to pay CONSULTANT for any services prior to issuance of the Notice to Proceed. 19) Signatures
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the CONSULTANT and the CITY. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

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CITY OF LATHROP — NBS

MASTER AGREEMENT FOR SPECIAL DISTRICT ADMINISTRATION SERVICES Approved as to Form: City of Lathrop
City Attorney
Salvador Navarrete
Recommended for Approval: City of Lathrop
Director of Finance
to ‘:1 - 1/" -0 -1 -
Date
Cari James Date
Approved By: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
CONSULTANT:

Stephen J. Salvatore Date
City Manager
NBS Government Finance Group
32605 Temecula Parkway
Suite 100
Temecula, CA 92592
Fed ID #
Business License #
Michael Rentner Date
President and Chief Executive Officer

Page 12 ends

EXHIBIT A

CONSULTANT SCOPE OF SERVICES
1915 Act Assessment District Administration

KICK- OFF MEETING, PROJECT SCHEDULE
NBS will meet with City staff, legal counsel and other interested parties to:

Establish lines of communication.

Clarify the specific project goals and criteria that will meet the City' s preference.

Identify and resolve any special circumstances that may be involved in the administration of the districts.

Develop project schedules to meet legal requirements and provide for effective interaction of all involved parties.

Establish meeting dates consistent with schedule to achieve project milestones.

DATA COLLECTION
NBS will gather and review data relevant to the administration of the Assessment District. Data will be obtained from various sources, including City records, Assessor' sparcel maps, and County Assessor information. NBS will maintain and periodically update a database of all parcels within the district along with relevant parcel information.

POLICY REVIEW
NBS will review policies and procedures that have been established by the City for compliance with the governing documents and law. These policies will be incorporated into our service to the City.

COST RECOVERY
NBS will assist the City in identifying all costs associated with the administration of the Assessment District and recover those costs through the levy process as outlined in § 8682 and § 8682. 1of the California Streets and Highways Code. These costs may include, but not be limited to Registrar/ Transfer/ Paying Agent fees, Arbitrage Rebate calculation fees, bank fees, and expenses of the City and its consultants related to the administration of the district.

FUND ANALYSIS
NBS will determine the balance requirements and acquire the current cash balances for the district. We will make recommendations to ensure that the flow of funds and fund balances are in compliance with bond documents. Cash flow analysis will also be performed to determine any levy shortfall or surplus.

LEVY SUBMITTAL
NBS will submit the levy to the County Auditor - Controller in the required format. Assessments rejected by the County Auditor -Controller will be researched and resubmitted for collection on the County Tax NBSCity of Lathrop
Administration Services Master 1 Agreement
Roll. Any parcels that are not accepted by the County for collection will be invoiced with payment to be directed to the City.

MAINTAIN DISTRICT DATA
NBS will annually track all parcel changes to ensure that all changes are documented. Historical parcel change and assessment apportionment data will be maintained by NBS.

ANNUAL REPORT
NBS will provide a comprehensive Annual Report that will show a detailed listing of the amounts submitted to the County or directly billed for collection, details of delinquent assessments, fund analysis, paid off parcels, all bond call activity, and assessed valuation information.

DELINQUENCY MONITORING
NBS will provide a comprehensive list of delinquencies after each installment becomes due. The delinquency report will provide the district' s overall delinquency percentage as well as a detailed list of each delinquent parcel, with the name and address of the delinquent parcel owner, the delinquent amount, and penalties.

PREPAYMENT CALCULATION/ AMORTIZATION SCHEDULE
NBS will provide assessment prepayment calculations and amortization schedules to interested parties.

The requester will pay the cost of this service; however, there will be no charge to the City or property owners.

BOND CALLS
NBS will prepare the spread of principal to be called within maturities for all bond calls and coordinate the call with the Paying Agent/ Trustee.

RELEASE OF LIENS
NBS will prepare all documents required to release the liens of parcels that have prepaid the assessment.

NOTICE OF SPECIAL ASSESSMENT
NBS will provide a " Notice of Special Assessment" disclosure notice to requesting parties as required by 53754 of the Government Code of the State of California. The fee of any Notice of Special Assessment shall be paid by the party requesting the disclosure notice.

SENATE BILL 1029 CDIAC REPORTING
NBS will perform necessary reporting to the California Debt and Investment Advisory Commission as required by California Government Code Section 8855( k), including filing the report online by the January 31st annual deadline. This report is subject to additional fees per bond issue based on the requirements.

M FBS City of LathropAdministration Services Master Agreement 2

CONSULTING SUPPORT
NBS will provide a toll -free phone number for use by the City, other interested parties and all property owners. Our staff will be available to answer questions regarding the formation and ongoing collection of assessments for the district. Bilingual staff is available for Spanish- speaking property owners.

COUNTY ASSESSOR REPORTING
NBS will work with the County Assessor to aid in complying with the requirements of Revenue & Taxation Code 163. This includes providing data such as parcel number, original assessment and current principal balance to the County Assessor.

Community Facilities District Administration ( Bonded)

KICK- OFF MEETING, PROJECT SCHEDULE
NBS will meet with City staff, legal counsel and other interested parties to:

Establish lines of communication.

Clarify the specific project goals and criteria that will meet the City' s preference.

Identify and resolve any special circumstances that may be involved in the administration of the districts.

Develop project schedules to meet legal requirements and provide for effective interaction of all involved parties.

Establish meeting dates consistent with schedule to achieve project milestones.

DATA COLLECTION
NBS will gather and review data pertinent to the administration of the Community Facilities District.

Data will be obtained from various sources such as Assessor' s parcel maps, building permits and County Assessor information as determined to be necessary based on the requirements of the Rate and Method of Apportionment. NBS will maintain and periodically update a database of all parcels within the district, along with relevant parcel information.

ADMINISTRATIVE COST RECOVERY
NBS will identify all costs associated with the administration of the Community Facilities District and recover those costs through the levy process as outlined in § 53317( e) and § 53340 of the Government Code of the State of California. Such costs may include, but are not to be limited to: Bank fees, legal fees, county tax collection fees, and all costs and expenses of the City Council and its consultants related to district administration.

CASH FLOW ANALYSIS
NBS will determine the cash flow requirement, acquire current fund balances and make recommendations to keep the flow of funds and fund balances in compliance with the bond documents.

Fund transfers might include the transfer of available surplus funds to be used as levy credits or the transfer of reserve funds to the redemption fund upon the prepayment of special taxes. Cash flow analysis will also be performed to determine any levy shortfall or surplus collections.

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Administration Services Master Agreement 3

SPECIAL TAX REQUIREMENT
NBS will calculate the annual Special Tax Requirement that will include all necessary components as outlined in the Rate and Method of Apportionment, such as principal and interest due, administrative expenses, collection for direct financing of services or facilities, and a fund credit or replenishment as determined from analysis of the district funds.

LEVY CALCULATION
NBS will calculate the annual special tax levy for each parcel within the Community Facilities District following the guidelines established in the Rate and Method of Apportionment.

MEETING ATTENDANCE
NBS will attend up to two ( 2) City Council meetings related to district administration, as requested by the City. NBS will attend additional meetings as requested by the City subject to additional expenses for time and travel.

LEVY SUBMITTAL
NBS will submit the levy to the County Auditor -Controller in the required format. Special Taxes rejected by the County Auditor -Controller will be researched and resubmitted for collection on the County Tax Roll. Any parcels that are not submitted by the County for collection will be invoiced with payment to be directed to the City.

MAINTAIN DISTRICT DATA
NBS will annually track all parcel changes to ensure that all changes are documented. Historical parcel change data will be maintained by NBS.

SPECIAL TAX LEVY REPORT
NBS will provide an annual Special Tax Levy Report. This report will include a parcel listing with levy amounts and other parcel information, the details of the annual Special Tax Requirement, current delinquency information, fund analysis, administrative expenses to be recovered, and status of the project and current issues affecting the district.

DELINQUENCY MONITORING
NBS will provide a comprehensive list of delinquencies after each installment becomes due. The delinquency report will provide the district' soverall delinquency percentage as well as a detailed list of each delinquent parcel, with the name and address of the delinquent parcel owner, the delinquent amount, and penalties.

PREPAYMENT CALCULATIONS
NBS will provide special tax prepayment calculations to interested parties. The party requesting the calculation shall pay the fee of any prepayment calculation.

M NBS City of LathropAdministration Services Master Agreement 4

BOND CALLS
NBS will prepare the spread of principal to be called within maturities for all bond calls and coordinate the call with the Paying Agent/ Trustee.

RELEASE OF LIENS
NBS will prepare all documents required to release the liens of parcels that have prepaid the special tax.

CDIAC REPORTING
NBS will perform the necessary reporting to the California Debt and Investment Advisory Commission as required by the Government Code of the State of California.

For each of the following reporting requirements, NBS will review all pertinent documents and obtain the information needed to:

Prepare and file the report online as required by GC § 53359.(b) and § 53359.(c) by the October 30th annual deadline.

Prepare and file the report online as required by GC § 8855( k) by the January 31st annual deadline.

This report is subject to additional fees per bond issue based on the requirements.

ADDITIONAL REPORTING
NBS will be a resource to the City by staying current and identifying any new legislation and reporting requirements as they relate to the CFD.

For each of the following reporting requirements, NBS will review all pertinent documents and obtain the information needed to:

Prepare the required reporting to the California State Controller' sOffice California Government Code, Section 12463. 2, enacted as part of AB 2109. Provide to City staff for inclusion in the annual financial transaction report.

Assist in the filing of the SB 165 report to the City Council each year to comply with legislation that enforces additional reporting requirements. California Government Code, Sections 50075. 3or 53411.

Prepare other reports as required by any State and/ or Federal disclosure reporting requirements pertaining to each CFD, as applicable, amended, or newly enacted and required.

This may be subject to additional fee.

NOTICE OF SPECIAL TAX DISCLOSURE
NBS will provide Notice of Special Tax Disclosure notices to requesting parties as required by § 53340. 2 and § 53341. of the Government Code of the State of California. The fee of any Notice of Special Tax shall be billed to the requesting party.

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Administration Services Master Agreement 5

CONSULTING SUPPORT
NBS will provide a toll -free phone number for use by the City, other interested parties and property owners. Our staff will be available to answer questions regarding the CFD and ongoing collection of the special tax. Bilingual staff is available for Spanish- speaking property owners.

Community Facilities District Administration ( Non -Bonded)

DATA COLLECTION
NBS will gather and review data pertinent to the administration of the Community Facilities District CFD). Data will be obtained from various sources such as assessor' sparcel maps, building permits and county assessor information as determined to be necessary based on the requirements of the Rate and Method of Apportionment. NBS will maintain and periodically update a database of all parcels within the CFD and relevant parcel information.

ADMINISTRATIVE COST RECOVERY
NBS will assist the City in identifying all costs associated with the administration of the CFD and recover those costs through the levy process as outlined in § 53317( e) and § 53340 of the Government Code of the State of California. Such costs may include, but are not to be limited to: bank fees, legal fees, county tax collection fees, and costs and expenses of the City and its consultants related to administration of the CFD.

SPECIAL TAX REQUIREMENT
NBS will calculate the annual Special Tax Requirement that will include all necessary components as outlined in the Rate and Method of Apportionment, such as funds necessary for authorized services and maintenance, administrative expenses, collection costs for direct financing of services or facilities, and credits as determined from the analysis of the CFD funds.

LEVY CALCULATION
NBS will calculate the annual special tax levy for each parcel within the CFD following the guidelines established in the Rate and Method of Apportionment.

MEETING ATTENDANCE
NBS will attend CFD- related City Council meetings as requested by the City.

LEVY SUBMITTAL
deadline.

NBS will submit the levy to the County Auditor -Controller in the required format by the County' s Special Taxes rejected by the County Auditor -Controller will be researched and resubmitted for collection on the County Tax Roll. Any parcels that are not accepted by the County for collection will be invoiced directly to the parcel owner, with payment to be directed to the City.

SPECIAL TAX LEVY REPORT
NBS will provide an annual Special Tax Levy Report. This report will include a parcel listing with levy amounts and other parcel information, the details of the annual Special Tax Requirement, fund M NBS City of Lathrop
Administration Services Master Agreement 6
analysis, administrative expenses to be recovered, and status of the project and current issues affecting the CFD.

ADDITIONAL REPORTING
NBS will be a resource to the City by staying current and identifying any new legislation and reporting requirements as they relate to the CFD.

For each of the following reporting requirements, NBS will review all pertinent documents and obtain the information needed to:

Prepare other reports as required by any State and/ or Federal disclosure reporting requirements pertaining to each CFD, as applicable, amended, or newly enacted and required.

This may be subject to additional fee.

KICK- OFF MEETING, PROJECT SCHEDULE
NBS will meet with City staff, legal counsel and other interested parties to:

Establish lines of communication.

Clarify the specific project goals, components and criteria that will meet the City' s preference.

Identify and resolve any special circumstances that may be involved in the administration of the District.

Develop project schedules to meet legal requirements and provide for effective interfacing of all involved parties.

Establish meeting points consistent with schedule to achieve project milestones.

YT Establish and coordinate with City staff a schedule to assure completion of necessary actions and compliance with statutes.

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Administration Services Master 7
Agreement

DATABASE DEVELOPMENT
NBS will update the database with current County Assessor' sinformation including property owner names and addresses, and any other available data that will augment the existing database.

BUDGET PREPARATION
NBS will meet with City staff to review the District budget for the coming fiscal year. This budget will be based on historical costs and actual and/ or projected changes in costs and/ orimprovements to be maintained. Cost categories may include, but are not limited to capital improvements and maintenance costs, incidental costs ( engineering, legal, City administration) and reserve funds.

ASSESSMENT COMPUTATION AND RATE ANALYSIS
NBS will compute the assessment for each parcel within the District according to the Method of Assessment. NBS will provide an assessment summary which will include the maximum assessments and current year assessments, separated by zone and method of assessment categories, if applicable.

ENGINEER' S REPORT PREPARATION
NBS will prepare the annual Engineer' sReport and provide to City staff. The annual Engineer' s Report does not require a Registered Professional Engineer ( PE) signature and stamp unless an assessment increase, as defined by Proposition 218, occurs. The Report will consist of:

District background information.

A detailed and technically supported Method of Assessment.

A description of the improvements and services that are being funded by the District.

A cost estimate for the improvements and services being funded.

Copy or reference to the original District Diagram.

A table showing assessment levies by zone and method of assessment categories.

An Assessment Roll listing assessments by parcel or reference a complete roll on file with the City.

REPORT REVIEW AND APPROVAL
NBS will meet via conference call with City staff to review the Engineer' sReport for modifications and approval.

NOTICING AND RESOLUTION COORDINATION
NBS will coordinate activities to ensure that required tasks are completed within the scheduled time frame. NBS will assist the City ( or the City' slegal counsel) with preparation of any notice of public hearing or other meetings requiring publication. NBS will assist the City ( or the City' slegal counsel) with preparation of the staff report, all legal notices and the associated resolutions described below:

Resolution describing improvements, initiating proceedings, and ordering the engineer to prepare and file a report for the City.

Resolution preliminarily approving the Engineer' sReport.

Resolution of Intention declaring the intention of the City Council to levy and collect assessments and setting a date for the public hearing.

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Administration Services Master Agreement 8
Resolution authorizing the placement of assessments on the secured property tax bills.

PUBLIC HEARING ATTENDANCE
NBS will attend the public hearing as requested by the City.

LEVY SUBMITTAL
NBS will submit the levy to the County Auditor - Controller in the required format. Assessments rejected by the County Auditor -Controller will be researched and resubmitted for collection on the County Tax Roll. Any parcels that are not accepted by the County for collection will be invoiced with payment to be directed to the City.

MAINTAIN DISTRICT DATA
NBS will annually track all parcel changes to ensure that all changes are documented. Historical parcel change data will be maintained by NBS.

ANNUAL LEVY REPORT
NBS will provide an annual Levy Summary Report. The report will include a parcel listing with key rate identifiers and final levy amounts. Parcel and levy data can be provided via an emailed electronic file and printed, if desired.

CONSULTING SUPPORT
NBS shall provide a toll -free phone number for use by the City, other interested parties and all property owners. NBS will be available to answer questions regarding the District and the ongoing collection of assessments. Bilingual staff is available to assist Spanish- speaking property owners.

PROPOSITION 218 COMPLIANCE
NBS has worked with many public agencies to comply with the requirements of Proposition 218. Each agency has different requirements and resources to complete the necessary tasks of assessment balloting procedures. Therefore, NBS recommends an individually tailored approach to Proposition 218 compliance. Fees for such services will be negotiated at the appropriate time.

ASSESSMENT DIAGRAM
NBS will obtain the existing assessment diagram and will make reference to any annexations or parcel changes, as necessary, for an additional fee.

ENGINEER SIGNATURE AND STAMP OF ANNUAL ENGINEER' S REPORT ( OPTIONAL) NBS will have our Registered Professional Engineer (PE) review the Engineer' s Report for signature and stamp as requested by the City.

CONTINUING DISCLOSURE
In accordance with the Continuing Disclosure Certificate of the Bonds, NBS will support with the annual disclosure filing requirements of the SEC Continuing Disclosure Rule 15c2-. Specifically, NBS will perform the following:

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Administration Services Master Agreement 9

DOCUMENT REVIEW
NBS will review pertinent documents of the Bonds, including the Official Statement and Continuing Disclosure Certificate. We will identify material such as the Comprehensive Annual Financial Report and/ or other operating data that the City has agreed to provide in the Continuing Disclosure Certificate.

DATA COLLECTION
NBS will collect the bond issue - specific financial information and operating data that the City has agreed to provide in the Continuing Disclosure Certificate.

REPORT PREPARATION
NBS will prepare the Annual Disclosure Report as required in the Disclosure Certificate.

ANNUAL DISSEMINATION
NBS will disseminate the Annual Disclosure Report including City Financials to the Electronic Municipal Market Access system, or EMMA, to other required parties.

SIGNIFICANT EVENTS
NBS will prepare and disseminate a " Notice of Significant Events", as listed on the Continuing Disclosure Certificate, to EMMA, as required in the certificate. Action will commence upon notification by the City of the occurrence of any of the events.

CITY' S RESPONSIBILITIES FOR DISCLOSURE SERVICES:

The City shall:

Furnish NBS with any pertinent information that is available to the City and applicable to the services.

Designate a person to act with authority on its behalf in respect to the services.

Notify NBS of the occurrence of any events listed in the Continuing Disclosure Certificate.

Promptly respond to NBS' requests for reviews and approvals of its work, and to its requests for decisions related to the services.

Understand and agree that NBS is entitled to rely on all information, data and documents collectively, "Information") supplied to NBS by the City or any of its agents, contractors or proxies or obtained by NBS from other usual and customary sources including other government sources or proxies as being accurate and correct and NBS will have no obligation to confirm that such Information is correct and that NBS will have no liability to City or any third party if such Information is not correct.

Apportionments
Parts 10 and 10. 5 of the Streets and Highways Code detail the methodology and procedure that the City must follow in apportioning the assessment lien on parcels that are reconfigured and/ or subdivided.

With our experience in district formation and the development of methods of assessment, we are able to ensure that apportionments are properly performed.

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Administration Services Master Agreement 10
Assuming proceeding under the preferred procedure of Part 10. 5, NBS will perform the following:

APPLICATION FORMS
NBS will provide apportionment application forms and instructions to the City' s Engineering representative for inclusion as a condition of approval for subdivision within an assessment district.

SEGREGATION
NBS will apportion the special assessment according to the method of spread as described in the Engineer' sReport.

NOTICE OF APPORTIONMENT
NBS will prepare a Notice of Apportionment and send it via certified mail to the issuing underwriter, as required.

ASSESSMENT DIAGRAM
NBS will prepare an Amended Assessment Diagram and notice. The Diagram and Notice will be filed and recorded with the County Recorder.

AMORTIZATION SCHEDULE
NBS will prepare an amortization schedule for each newly created assessment.

APPORTIONMENT REPORT
NBS will prepare and submit to the City an Apportionment Report showing the finalized apportionment and the Amended Assessment Diagram.

In the event proceedings are undertaken under Part 10, the following additional items are required:

RESOLUTIONS
NBS will prepare the required resolutions to order the amended assessment, the Amended Assessment Diagram, notices to the property owner, and fix the amount of costs to perform the apportionment.

PUBLIC MEETINGS
NBS will be available to attend any public meetings required to complete the apportionment.

Delinquency Management
NBS will develop a comprehensive delinquency management program which includes a discussion and interpretation of the issuer' foreclosure covenant together with a review of the existing policies and procedures of the City. This service can be provided as part of overall annual administration or as a stand- alone service. When deemed as the appropriate course of action, NBS will perform the following.

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Administration Services Master Agreement 11

DELINQUENCY REPORTS
NBS will provide the City with an updated list of delinquencies prior to sending any of the below letters.

This report will also detail each district' s percentage of delinquencies, as well as a detailed list of each delinquent parcel.

REMINDER LETTER
At the City' s direction, send a reminder letter to the property owner of each delinquent parcel for the December 10th installment. The purpose of the letter is to inform and educate the property owner of their obligation to pay the delinquent special tax and/ or assessment.

DEMAND LETTER
At the City' s direction, send a demand letter to the property owner of each delinquent parcel for the April 10th installment. This letter will be mailed to any property owner who remains delinquent for both installments or who is delinquent for April 10th only. The purpose of this letter is to further educate the property owner and advise them of a potential foreclosure.

LIENHOLDER LETTER
At the City' s direction, send a demand letter to the lienholders of loan -defaulted parcels where a Notice of Default has been filed, notifying them of the special tax and/ or assessment delinquency and the loss of their lien position when judicial foreclosure occurs. The purpose of this letter is to educate the lienholders and to spur quick payment of delinquencies in order to protect their interest in the property.

LIENHOLDER RESEARCH
At the City' s direction, perform detailed search of public records to identify lienholders on non -loan - defaulted parcels. The purpose of this is to allow further communication from the City to educate the lienholders and to spur quick payment of delinquencies in order to protect their interest in the property.

FORECLOSURE LETTER
This type of letter is typically sent after the installments for a parcel have been removed from the tax roll. The letter delineates what amount must be paid directly to the City to forestall the turnover of collection to foreclosure counsel.

TAX ROLL REMOVAL AND NOTICE
NBS will provide the information required to remove delinquencies from the tax roll and coordinate with the County Auditor Controller to verify the removal. This step is in preparation of turning the delinquencies over to foreclosure counsel. Once removed from the tax roll, each property owner will receive one final foreclosure letter indicating the amount due and payment instructions. NBS will file the Notice of Intent to Remove Delinquent Installments and remove such Notice upon payment of the delinquency.

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Administration Services Master Agreement 12

PAYMENT PLANS
At the City' s discretion, NBS will offer payment plans to property owners in lieu of turning delinquencies over to the City' sforeclosure counsel.

SUBSEQUENT FORECLOSURE SERVICES
NBS will prepare and deliver all information to the City' sforeclosure counsel. We will also continue to supply the City' s counsel with additional information throughout the foreclosure process. We will continue to respond to property owner and City staff phone calls regarding the status of all cases, and will coordinate and audit status reports on a bi- monthly basis from the City' sforeclosure counsel.

CONSULTING SUPPORT
NBS will provide a toll -free phone number for use by the City, other interested parties and all property owners. Our staff will be available to answer questions regarding the formation and ongoing collection of assessments and/ or special taxes for the districts. Bilingual staff is available for Spanish- speaking property owners.

Arbitrage Rebate
To assist in compliance with the IRS Code and U. S. Treasury Regulations, NBS will provide the following services, at the fees quoted, through the firm of Bond Logistix, LLC (" BLX"), the premier firm for the provision of these services. The following outlines the specific services provided relating to arbitrage rebate calculation and consulting services.

DOCUMENT REVIEW
Pertinent documents of the issue will be reviewed including the Official Statement, Trust Indenture, Tax Certificate, and IRS form 8038- Gto determine whether the issue is subject to the rebate requirement and identify what general and/ or elective exceptions are available to the issue.

DATA COLLECTION
Collect third -party data and other statistical, financial, and cash flow information required for the reports.

BOND YIELD
Sources and uses of all proceeds will be identified to determine how the rebate requirement applies to each fund. Produce a debt service schedule for the issue and calculate and/ or verify the bond yield.

EXCESS EARNINGS CALCULATION
Trust statements and/ or City accounting records will be utilized to create a cash flow report for each fund. These reports will be used to identify all investment activity and interest earnings attributable to the funds. Calculate the arbitrage earnings on investment of funds subject to rebate and determine the issuer' net rebate and/ or penalty liability.
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Administration Services Master Agreement 13

INVESTMENT YIELD CALCULATION
The investment yield will be calculated for each fund as a " reality check" to reaffirm the accuracy of the cash flow report. This measure not only ensures the accuracy of the report but also is a useful tool when analyzing investment opportunities.

SUMMARY REPORT
A report will be prepared that summarizes the rebate liability of the issue, identifies the methodology employed, computational assumptions, conclusions, and any recommended changes in record keeping and investment policies. Analyze all transactions and explore every legally permissible avenue to minimize the rebate liability. Identify outstanding proceeds subject to the rebate requirement, and identify the instruments and yields of the investment vehicles utilized by each fund.

FILING REQUIREMENT
NBS will coordinate the preparation and filing of the IRS form 8038- T with the payment as required.

REVIEW
NBS will review the rebate report with City staff and discuss the policies and procedures as they relate to the rebate requirement to ensure compliance with treasury regulations. The review will also be used to determine the necessity of any future calculations.

LEGAL COUNSEL
Engage, upon request and at additional cost, the services of a tax counsel; whereupon, an independent legal opinion shall be rendered. All BLX reports include a legal opinion from Orrick at no additional charge.

ARBITRAGE COMPLIANCE
Keep abreast of enforcement actions and changes to the code/ regulations that affect arbitrage compliance requirements. Assist, upon request and at additional cost, the City in the event of a rebate calculation audit. Consult, upon request and at additional cost, with respect to the structuring of new bond issues and other matters that will affect any eventual arbitrage liability.

D -FAST Online Software
D - FAST® is an optional service enhancement for the City' s experience that allows direct access to the relevant data. This option is not part of the base Annual Administration services and fees.
6FAST' Software
NBS developed D -FAST®, an acronym for District Fees, Assessments, and Special Taxes, which has become the industry -leading software. We use this powerful administrative tool in- house to administer a wide range of special taxes, special assessments, and other parcel charges for our clients. It is also licensed to public agencies across the United States for their internal use. D -FAST® is an optional service enhancement for the District' s
experience to access the data; however, this selection is completely optional and is not conditional to perform the Annual Administration services.

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Administration Services Master Agreement 14
Our D -FAST' web portal, called D -FAST® Online Pro, is available to our clients ( small annual subscription fee) and uniquely combines real- time D - FAST data with County parcel boundaries and Google Maps. It provides " real- time" access to districts and
underlying parcel data, allowing the City to:

Gain enhanced insight with integrated
Google Map' ssatellite imagery, street
maps, and 360° street view.

View ownership, property information,
and boundaries for each parcel.

See detailed billing & payment history
for each account.

Understand a particular parcel' s
background and status.

Confirm if there are overlapping
districts on a single parcel.

With D -FAST® Online Pro, City staff have enhanced access to the data while NBS still provides the full administration and toll -free phone support.

Closeout Analysis
The goal of the closeout analysis (" Project") is to identify any unused funds related to the District and then determine the appropriate disposition of such funds.

FUND DISPOSITION ANALYSIS
NBS will perform an analysis of all remaining funds to determine their appropriate disposition in accordance with applicable laws, District documents, and City preferences.

DELINQUENCIES
NBS will verify the payment status for all District parcels against the County' srecords. NBS will prepare a detailed delinquency report for the District.

PARCEL LIST
If it is determined that property owner refunds will be provided, NBS will compile a detailed list of parcels within the District. The list will include property owner names and mailing addresses as shown on the most recent secured roll. The list will also include the lien amount for each parcel. If any parcels within the District do not have a lien amount assigned to them because they have been reconfigured or subdivided, additional work will be required to apportion the lien amounts to the new parcels. This apportionment work is described in the Apportionment of Liens section below, and is subject to additional fees. Any refunds will be processed by the City.

NOTICE OF COMPLETION
NBS will prepare or obtain a Notice of Completion of Public Work for the improvements related to the District.
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CLOSEOUT REPORT
NBS will prepare a detailed Closeout Analysis and Findings Report. The Report will provide a brief history of the District, the fund balances, the results of the Fund Disposition Analysis, a list of delinquencies, the requirements for fund disposition per the formation documents and applicable statutes, instructions for proper fund disposition, and the list of parcels and their refund amount if applicable.

RESOLUTIONS
NBS will prepare any resolutions necessary for the closeout of the District.

Apportionment of Liens for Closeout Services
If any parcels have been reconfigured or subdivided within the District, it may be necessary to apportion certain liens in order to determine each parcel' sproportionate share of any refund to be provided. After determining which, if any, parcels require an apportionment, NBS will perform the following:

RESEARCH
NBS will research historical and current Assessor' sdata including maps in order to determine the current parcel configuration in the District.

APPORTIONMENT
NBS will apportion a lien amount to each of the current parcels in accordance with the method of assessment for the District. The lien amount will be used to determine each parcel' s proportionate share of any refund to be provided.

REPORT INCLUSION
NBS will use the apportioned lien amounts in the Refund Analysis and include them in the Closeout Analysis and Findings Report.

Arbitrage Rebate for Closeout Services
To assist in compliance with the IRS Code and U. S. Treasury Regulations, NBS will provide the following services ( if necessary) through the firm of BLX Group, LLC (" BLX"), the premiere firm for the provision of these services.

DOCUMENT REVIEW
Pertinent documents of the issue will be reviewed including the Official Statement, Trust Indenture, Tax Certificate, and IRS form 8038- Gto determine whether each District is subject to the rebate requirement and to identify what general and/ or elective exceptions are available to each District.

BOND YIELD
Sources and uses of all proceeds will be identified to determine how the rebate requirement applies to each fund. A debt service schedule will be produced and the bond yield will be calculated and/ or verified for each District.
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Administration Services Master Agreement 16

EXCESS EARNINGS
Trust statements and/ or City accounting records will be utilized to create a cash flow report for each fund. These reports will be used to identify all investment activity and interest earnings attributable to the funds. In addition, the arbitrage earnings on investment of funds subject to rebate will be calculated and the City' s net rebate and/ or penalty liability will be determined.

INVESTMENT YIELD
The investment yield will be calculated for each fund as a " reality check" to reaffirm the accuracy of the cash flow report. This measure not only ensures the accuracy of the report but also is a useful tool when analyzing investment opportunities.

REPORTS
Reports will be prepared that summarize the rebate liability of each District, identify the methodology employed, computational assumptions, conclusions, and any recommended changes in record keeping and investment policies. All transactions will be analyzed and every legally permissible avenue to minimize the rebate liability will be explored. Outstanding proceeds subject to the rebate requirement as well as the instruments and yields of the investment vehicles utilized by each fund will be identified.

FORM 8038- T
NBS will coordinate the preparation and filing of the IRS Form 8038- Twith any required payments.

Single Fund Closeout Analysis

FUND DISPOSITION ANALYSIS
NBS will perform an analysis of the remaining Improvement Fund to determine the appropriate disposition in accordance with applicable laws, District documents, and City preferences.

PARCEL LIST
If it is determined that property owner refunds will be provided, NBS will compile a detailed list of parcels within the District. The list will include property owner names and mailing addresses as shown on the most recent secured roll. The list will also include the assessment lien amount for each parcel. If any parcels within the District do not have a lien amount assigned to them because they have been reconfigured or subdivided, additional work will be required to apportion the lien amounts to the new parcels. This apportionment work is described in the Apportionment of Liens section below and is subject to additional fees. Any refunds will be processed by the City.

NOTICE OF COMPLETION
NBS will prepare or obtain a Notice of Completion of Public Work for the improvements related to the District.

CLOSEOUT REPORT
NBS will prepare a detailed Closeout Analysis and Findings Report. The Report will provide a brief history of the District, the Improvement Fund balance, the results of the Fund Disposition Analysis, the requirements for fund disposition per the formation documents and applicable statutes, instructions MN BS City of Lathrop
Administration Services Master Agreement 17
for proper fund disposition, new auditor' srecords to reflect the adjusted principal amount of the remaining assessment, and a list of parcels and their refund amount, if applicable.

RESOLUTIONS
NBS will prepare any resolutions necessary for the closeout of the District' s Improvement Fund.

City Responsibilities for Closeout Services
The City shall furnish NBS with any pertinent information that is available to the City and applicable to the project. The City shall designate a person to act with authority on its behalf with respect to the project. The City shall promptly respond to requests for review and approval of work prepared by NBS, and to requests for decisions related to the project.

The City understands and agrees that NBS is entitled to rely upon all information and documents supplied to NBS by the City or any of its agents or contractors and other government sources or proxies thereof as being accurate and correct, that NBS will have no obligation to confirm that such information and documentation is correct, and that NBS will have no liability to the City or any third party if such information is not correct.

It is strongly recommended the City seek approval from the City' slegal counsel prior to proceeding with any disposition of funds recommended in the Closeout Analysis and Findings Report.

NBSCity of LathropAdministration Services Master Agreement 18

EXHIBIT B

COMPENSATION FOR SERVICES
Administration Services
District Name
1915 Act Assessment Districts
Sanitary Sewer Assessment District No. 1
Crossroads Assessment District Series 2015
Reassessment District No. 2015- 1 (Mossdale Village)
Reassessment District No. 2023- 1 (Mossdale Village)
Total
Fiscal Year
2024/5
7, 175. 74
4,84. 83
8, 192. 90
8, 145. 91
27, 999. 38
Bonded Community Facilities Districts
CFD No. 2003- 1 (Mossdale Village)
CFD No. 2003- (Joint Wastewater Project) Special Tax Bonds, Series 2003 CFD No. 2018- 1 (CLSP Facilities) Improvement Area 1
CFD No. 2018- 1 (CLSP Facilities) Improvement Area 2
CFD No. 2018- 1 (CLSP Facilities) Improvement Area 3
CFD No. 2018- 1 (CLSP Facilities) Improvement Area 4
CFD No. 2018- 1 (CLSP Facilities) Improvement Area 5
7, 409. 16
3, 704. 61
4, 250. 0
4, 250. 0
4, 250. 0
4, 250. 0
4, 250. 0
Total 32,63. 77
Non -Bonded Community Facilities Districts
CFD No. 2004- 01 (Mossdale Services)
CFD No. 2005- 1 (Historic Lathrop Services) (1)
CFD No. 2013- 1 (River Islands Public Svc & Facilities) CFD No. 2019- 1 (South Lathrop City Services)
CFD No. 2019- (Central Lathrop City Services) ( 1)
CFD No. 2021- 1 (Gateway Business Park City Services)
CFD No. 2023- 1 (River Islands Public Services & Facilities # 2) CFD No. 2024- 1 (Eagles Landing Services)
6, 791.5
4, 650. 0
6, 174. 32
5, 936. 84
5, 936. 84
5, 086.1
5, 185. 00
5, 185. 00
Total 44, 945. 76
1) 2024/5 Fee is based on two Tax Zones. Each Tax Zone added to the CFD will be added at the Per Zone Fee of $650 inflated to the applicable initial year.

M NBS City of LathropAdministration Services Master Agreement 19 Maintenance Districts
Industrial Lighting Maintenance District
Mossdale Landscape & Lighting Maintenance District
Residential Lighting Maintenance District
Stonebridge Drainage & Lighting Area of Benefit
Stonebridge Landscaping Maintenance District
L&MD No. 93- 1 (Woodfield Park Maintenance Zone)
City Zone 1 Storm Drainage
City Zone 1A Storm Drainage
1, 939. 02
7, 347. 70
4, 526. 65
2, 650. 30
2, 574. 86
2, 125. 07
4, 032. 28
2, 430. 56
Total 27, 626. 44
Administration Expenses
Estimated Expenses ( 1) $
750
1) See description of expenses below
Continuing Disclosure
Continuing Disclosure

11. 455 Loan Agreement ( Refi Revenue Bonds 2003)
CFD 2003- (Joint Wastewater Project) STB Series 2003
Refunding Revenue Bonds ( Mossdale Village Refundings) 2023 Series A Reassessment District Series No. 2015- 1 Mossdale Village Crossroads Assessment District LOB Improvement Series 2015 1, 362.4
2, 389. 05
5, 480. 64
1, 976. 51
1, 976. 51
Total 13,85. 0

CONTINUING DISCLOSURE ANNUAL REPORT FEES
New Report Fee per Additional Bond Issue $ 1, 500-$ 2, 500 Significant Event Notification ( As Needed) Hourly or $ 250 per event

DISSEMINATION SERVICES
Report Dissemination ( Per Bond Issue) $ 25
Significant Event Dissemination ( Per Recipient) $ 25
Annual GC § 8855( k) Report to CDIAC
Consulting Fee ( Per Bond Issue) $ 619. 80
1915 Act Apportionments
Part 10. 5
Apportionment Fee $ 1, 800 plus $ 50 per parcel
Recording Fee At Cost
City of Lathrop
Administration Services Master Agreement 20
Part 10 I
In addition to fees shown as Part 10. 5above
Resolutions $ 500
Meeting Attendance Hourly, plus travel costs*
Reasonable and customary travel costs, as needed
Delinquency Management
Reminder Letters ( 11 $
15 Demand Letters (1) $
30 Lienholder Letters ( 1.2) $
40 Lienholder Research ( Notice of Default Not Filed) Hourly Foreclosure Letters $ 50
Payment Plan Administration $ 300
Tax Roll Removal (3. 41 $
75 Removal of the Notice of Intent to Remove Delinquent Installments ( 4) $ 25 Subsequent Foreclosure Fees (4) $
100
All fees are based on a per-arcel/ per- distict basis, except as noted below.

1. This fee will be recovered as part of the next levy.

2. Letter is sent to lienholders where public Notice of Default has been filed. Fee reduced to $20 when sent jointly with Foreclosure Letter to same parcel.

3. This fee includes filing of the " Notice of Intent to Remove Delinquent Installments" but does not include County fees for removal from the tax roll.

4. This fee is per parcel/ per district/ per year from the initiation of the foreclosure.

Rebate Reporting
The following fees are for typical bond issues and analysis required. If there are unusual issues or commingled funds, there could be additional fees. We will recommend strategies to minimize the effort and fees for this work.

BASE FEES
Commitment Fee: $ Waived
Report Fee ( Per Report): $ 2,50

ADDITIONAL SERVICE FEES
Computation Periods in Excess of 18 Months ( per year): $ 500 Commingled Funds Analysis ( As Appropriate) $ 500
Transferred Proceeds Analysis ( As Appropriate) $ 500
Variable Rate Issues $ 500
TFBS City of Lathrop
Administration Services Master Agreement 21
D -FAST Online Pro Web Portal
Annual Fee $ 7, 338. 23
D -FAST® is an optional service enhancement for the City' s experience that allows direct access to the relevant data. This option is not part of the base Annual Administration services and fees.

District Closeout Analysis
District Closeout Analysis and Report TBD if and when services are needed Single Fund Closeout Analysis
Fund Closeout Analysis and Report TBD if and when services are needed

ANNUAL FEE INCREASES
Cost of living increases may be applied to the Administration services listed above on October 1 each year, beginning with the invoices issued on October 1, 2025. The COLA would be the actual cost of living increase based on the 12 - month change from April/ May to April/ May in the U. S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all urban consumers for the applicable region for the City' slocation.

EXPENSES
Customary out-f- pocket expenses will be billed to the City at actual cost to NBS. These expenses may include, but not be limited to, mailing fulfillment, postage, reproduction, telephone, travel, meals and various third -party charges for data, maps, and recording fees.

ADDITIONAL SERVICES
The following table shows our current hourly rates. Additional services authorized by the City but not included in the scope of services will be billed at this rate or the then applicable hourly rate.

Title
Director
Hourly Rate
250
Associate Director/ Engineer 225
Senior Consultant / Manager 200
Consultant 175
Financial Analyst 150
Clerical / Support 110
B City of Lathrop
Administration Services Master Agreement 22
TERMS
Administration Services and Continuing Disclosure will be invoiced at the beginning of each quarter.

Expenses will be itemized and included in the next regular invoice. Fees for all other services will be invoiced upon completion of the task. If the project is prematurely terminated by either party, NBS shall receive payment for work completed. Payment shall be made within 30 days of submittal of an invoice. If payment is not received within 90 days simple interest will begin to accrue at the rate of

1.5% per month. Either party may cancel this contract with 30 days' written notice.

City' sResponsibilities For Administration Services
The City shall furnish NBS with any pertinent information that is available to City and applicable to the Services. The City shall designate a person to act with authority on its behalf in respect to the Services.

The City shall promptly respond to NBS' requests for reviews and approvals of its work, and to its requests for decisions related to the Services. City understands and agrees that NBS is entitled to rely on all information, data and documents ( collectively, "Information") supplied to NBS by City or any of its agents, contractors or proxies or obtained by NBS from other usual and customary sources including other government sources or proxies as being accurate and correct and NBS will have no obligation to confirm that such Information is correct and that NBS will have no liability to City or any third party if such Information is not correct.

NBS Ad
of Lathrop
k
Administration Services Master Agreement 23

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Lathrop City CouncilNovember 18, 2024

Lathrop City Council
November 18, 2024