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HomeMy WebLinkAbout9 Facility District Study Agenda Item # Memorandum To: Board of Directors From: Peter Holzmeister Date: April 10, 2003 Subject: Community Facilities District study 1. Why this matter is before the board We have been discussing the possible formation of a Mello-Roos Community Facilities District (CFD). This is new to us and we are proceeding cautiously. Part of our caution is to bring all matters related to CFD to the board for consideration and direction. 2. History East West Partners asked the District to consider forming a CFD to help finance infrastructure at Old Greenwood and Grays Crossing developments. The board said it would study the matter provided there was no cost to the District. The board approved a Community Facilities District Study Funding and Reimbursement Agreement that has been executed by East West Partners. Under the terms of that Agreement East West Partners agrees to pay the cost of a feasibility study, and to deposit an initial sum of $20,000. They have done so. 3. New information The next step is to retain the services of a financial advisor who has experience in CFD formation. Attached for your review is a proposal from Fieldman Rolapp &Associates to perform that service. Also attached is information about the Fieldman Rolapp firm that I got from their Web page. Fieldman Rolapp has extensive experience in the area of CFD formation. They have worked extensively with John Murphy and Muni-Financial. They come highly recommended by the staff at Eastern Municipal Water District, who has worked with them extensively. Their proposal is to conduct a Phase 1 study, the key elements of which are 1. Meet with staff of TDPUD to understand the District goals and objectives 2. Meet with the developer to review its public finance plan 3. Evaluate the developer's finance plan and provide recommendations that would make the CFD consistent with industry standards while achieving TDPUD goals 4. Present a report to the Board of TDPUD 5. Conduct additional research as needed The proposal from Fieldman and Rolapp is an hourly fee schedule, but Larry Rolapp believes the total cost of Phase 1 is about $10,000. Phase 2 would not be initiated until the board is happy with the results of Phase 1 and authorizes proceeding to the next step. The time to complete Phase 1 is about six seeks. 4. Recommendation I recommend that the board accept the proposal from Fieldman and Rolapp to conduct a review of forming a CFD. DUPLICATE Fieldman, Rolapp & Associates PRINCIPALS INDEPENDENT FINANCIAL ADVISORS TO GOVERNMENT WILLIAM L.HELDMAN 11I111o11 LAWRENCE G.ROLAPP THOMAS G.JOHNSEN March 31, 2003 THOMAS M.DEMARS Peter Holzmeister TIMOTHY I.SCHAEFER Truckee-Donner PUD KATHERINE A.KOSTER P.O. Box 309 Truckee, CA 96160 SOUTHERN CALIFORNIA OFFICE Dear Mr. Holzmeister: 2100 MAIN STREET SUITE210 Pursuant to our discussion, enclosed please find a copy of our standard Professional IRVINE,CA 92614-6266 Services Agreement. This form of agreement has been the basis for over 200 949-660.8500 engagements that we have undertaken on behalf of other California public agencies FAX 949-474•9773 considering the formation of community facilities districts and the financing of public infrastructure improvements. Since you requested additional clarity regarding our role, we would like to direct you to Exhibit A, which is the portion of the Agreement that outlines NORTHERN CALIFORNIA OFFICE our scope of services. Exhibit A and the entire Agreement has been divided into phases 925.933-W96 to coincide with the process that we understand the Board is pursuing. FAX 925.933.6098 The first phase is the feasibility study phase to determine whether the Board wishes to pursue the formation of a "CFD." If after deliberation by the Board it decides to move CHARTER MEMBER forward, the next phase would be the initial financial structuring of a CFD and the NATIONAL ASSOCIATION commencement of formal proceedings that could result in such a formation. If the Board OF INDEPENDENT PUBLIC and the landowner mutually agree to complete the CFD formation, and the financing team is directed to prepare for the sale of bonds, the final phase would include the pre- and FINANCE ADVISORS post- bond sale activities that would result in the issuance of municipal debt. We would like to emphasize that all fees paid to us in the initial phase would be subject to funds advanced by East-West Partners pursuant to "The Community Facilities District Study Funding and Reimbursement Agreement. If the District proceeds to the next phase, our fees would also be subject to advances from East-West Partners pursuant to a similar type of agreement (usually entitled a "Cash Advance and Reimbursement Agreement"). If the Board formed a CFD and the financing team was directed to sell bonds, our fees would be paid from the proceeds of any bonds sold. This type of compensation arrangement avoids having the District use its funds to pay for our services (or the services of all other professionals) and also permits us to be fully compensated if the Board decides at any point not to proceed with the CFD. Because we are uncertain how long the process will take for each phase, the amount of support that will be available from other consultants (i.e. special tax consultants, bond counsel, etc.), the amount of data available from East-West Partners and its consultants, and the extent of the study and any follow-up to be requested by the Board, we are unable at this time to provide an accurate estimate of costs. At such time as we meet with you and the other parties to be involved in each phase of proposed community facilities district, we will provide an estimate our costs for each phase. Mr. Peter Holzmeister March 31, 2003 Page 2 of 2 Please feel free to contact our office if you need any further clarification or information. We are excited about the opportunity to serve you and the Truckee-Donner Public Utilities District and once directed by you we will be pleased commence our activities. Sincerely, FIELDMAN, ROLAPP & ASSOCIATES Lawrence G. Rolapp, CIPFA Chairman and CEO LGR:jc Encl. Accepted this day of 2003 TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT By: PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR This agreement has been entered into this day of 2003 by and between the Truckee-Donner Public Utilities District, California (herein, the "District") and Fieldman, Rolapp &Associates, (herein,the "Consultant"). WHEREAS, the District desires independent financial advisory services to be performed in connection with the proposed funding of water, electric and other public improvements (herein, the "Project') through the possible formation of one or more land secured financing districts (herein,the"Community Facilities District"or"CFD"); and WHEREAS, the District desires to retain the professional and technical services of the Consultant for the purpose of financing feasibility, planning and structuring and possible debt issuance, (herein, the "Services"). WHEREAS, the Consultant is well qualified to provide professional financial advice to public entities such as the District; NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and conditions hereinafter set forth,it is agreed as follows: Section I Financial Advisory Services. As directed by the District, Consultant will provide services in connection with the possible funding of water, electric and other system public improvements utilizing a Community Facilities District, such Services are fully described in Exhibit A attached to this Agreement. Consultant is engaged in an expert financial advisory capacity to the District only. It is expressly understood that the Services rendered hereunder are rendered solely to the Truckee-Donner Public Utilities District. Consultant does not undertake any responsibility to review disclosure documents on behalf of owners or beneficial owners of bonds or debt that may arise from the Consultant's work hereunder. Section 2 Additional Services. Services performed for the District by Consultant that are not otherwise specifically identified in Exhibit A to this Agreement, shall be additional services. Additional services include,but are not limited to,the following: 2.01 Assisting the District in obtaining enabling legislation or conducting referendum elections. 2.02 Extraordinary services and extensive computer analysis in the structuring or planning of any debt issue or financing program. 2.03 The repeat of any element of a service described in Exhibit A to this Agreement which is made necessary through no fault of Consultant. TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FIELDMAN,ROLAPP&ASSOCIATES Page 1 2.04 Financial management services, including, capital improvement plans, economic development planning, credit analysis or review and such other services that are not ordinarily considered within the scope of services described in Exhibit A to this Agreement. 2.05 Services rendered in connection with any undertaking of the District relating to a continuing disclosure agreement entered into in order to comply with Securities and Exchange Commission Rule 15c2-12 or other similar rules. 2.06 Services rendered to the District in connection with calculations or determination of any arbitrage rebate liability to the United States of America arising from investment activities associated with debt issued to fund the Project. Section3 Compensation 3.01 For Consultant's performance of Services as described in Section I of this Agreement the Consultant's compensation will be as provided in Part I and Part 11 of Exhibit B attached to this Agreement, plus Consultant's expenses incurred in rendering such Services. Consultant's expenses may include, but are not limited to travel, telephone/conference calls, postage, courier, database access services, and printing. 3.02 For Consultant's performance of additional services as described in Section 2 of this Agreement, the Consultant's compensation will be as provided in Part I of Exhibit B attached to this agreement, plus Consultant's expenses incurred in rendering such services. Consultant's expenses may include, but are not limited to travel, telephone/conference calls, postage, courier, database access services and printing. 3. 03 Payment for Consultant's Services rendered pursuant to Section I of this Agreement shall be as provided for in Exhibit B to this Agreement, unless specified to the contrary elsewhere in this Agreement. The Consultant may submit monthly invoices for payment for services provided pursuant to Section 2 of this Agreement unless an alternate date or dates have been specifically agreed to in writing. Unless otherwise specified, payment of Consultant's compensation and expenses is due thirty (30) days after submission of Consultant's invoice for services. 3.04 In the event the Services of the Consultant are abandoned prior to completion of Consultant's work, Consultant shall be compensated for Services performed to the point of abandonment as if such Services were an additional service pursuant to Section 2 of this Agreement. An act of abandonment shall be deemed to have occurred if there has been a written notification to the Consultant of an abandonment of the Project by the District. 3.05 Consultant fees set forth in this Agreement and Exhibits are guaranteed by Consultant for a period of twenty-four (24) months from the date of this Agreement. TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FIELDMAN,ROLAPP&ASSOCIATES Page ....... .... Section 4 Personnel. Consultant has, or will secure, all personnel required to perform the services under this Agreement. Consultant shall make available other qualified personnel of the firm as may be required to complete Consultant's services. The District has the right to approve or disapprove any proposed changes in Consultant's staff providing service to the District. The District and Consultant agree that such personnel are employees only of Consultant and shall not be considered to be employees of the District in any way whatsoever. Section 5 Term of Agreement. This Agreement shall continue in full force and effect for a period of twenty-four (24) months from the date hereof unless terminated by either party by not less than thirty (30) days written notice to the other party except that the Agreement shall continue in full force and effect until completion of Consultant's services or until an abandonment shall have occurred as described in Section 3.04 hereof, This Agreement may be extended from time to time as agreed by the District and the Consultant. Section 6 Modification. This Agreement contains the entire agreement of the parties. It may be amended in whole or in part from time to time by mutual consent of the parties. This shall not prohibit the District and Consultant from entering into separate agreements for other services. Section 7 Assignment. The rights and obligations of the District under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the District. This agreement may not be assigned by the Consultant without the consent of the District except for compensation due Consultant. Section 8 Disclosure. Consultant does not assume the responsibilities of the District, or the responsibilities of the other professionals and vendors representing the District, in the provision of services and the preparation of the financing documents, including initial and secondary market disclosure, for financings undertaken by the District. Information obtained by Consultant and included in any disclosure documents is, by reason of experience, believed to be accurate; however, such information is not guaranteed by Consultant. Section 9 Confidentiality. The Consultant agrees that all financial, statistical, personal, technical and other data and information designated by the District as confidential shall be protected by the Consultant from unauthorized use or disclosure. TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FIELDMAN,ROLAPP&ASSOCIATES Page 3 Section 10 Indemnification. The District and Consultant shall each indemnifv and hold harmless the other from and against any and all losses, claims, damages, expenses, including legal fees for defense, or liabilities, collectively, damages, to which either may be subjected by reason of the other's acts, errors or omissions, except however, neither will indemnify the other from or against damages by reason of changed events and conditions beyond the control of either or errors of judgment reasonably made. Section 11 Insurance. 11.01 Consultant shall maintain workers' compensation and employer's liability insurance during the term of this Agreement. 1 L02 Consultant, at its own expense, shall obtain and maintain insurance at all times during the prosecution of this contract. Such insurance must be written with a Best Guide "A"-rated or higher insurance carrier admitted to write insurance in the state where the work is located. 11.03 Certificates of insurance naming the District as an additional insured shall be submitted to the District evidencing the required coverages, limits and locations of operations to which the insurance applies, and the policies of insurance shall contain a 30 day notice of cancellation or non-renewal. 11.04 Insurance coverages shall not be less than the following: A. Workers' Compensation 1. State worker's compensation statutory benefits 2. Employer's Liability-policy limits of not less than $1,000,000. B. Comprehensive General Liability coverage with policy limits of not less than $1,000,000 combined single limit for bodily injury and property damage and including coverage for the following: 1. Premises operations 2. Contractual liability 3. Products 4. Completed operation C. Errors and omissions with policy limits of$1,000,000. Section 12 Permits/Licenses. The Consultant shall obtain any permits or licenses, as may be required for it to complete the services required under this Agreement. TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FIELDMAN,ROLAPP&ASSOCIATES Page 4 Section 13 Binding Effect. 13.01 A waiver or indulgence by the District of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver of any subsequent breach by the Consultant. 13.02 All agreements and covenants contained herein are severable and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein, and the remaining provisions of this Agreement shall not be affected by such determination and shall remain in full force and effect. This Agreement shall not fail because any part or any clause hereof shall be held indefinite or invalid. 13.03 Each party hereto represents and warrants that this Agreement has been duly authorized and executed by it and constitutes its valid and binding agreement, and that any governmental approvals necessary for the performance of this Agreement have been obtained. 13.04 The validity, interpretation and construction of this Agreement and of each part hereof shall be governed by the laws of the State of California. Venue for any lawsuit concerning this agreement is Orange County, California. IN WITNESS Whereof, the parties have duly executed this Agreement as of the day and year first above set forth. TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT By: Title: Fieldman, Rolapp &Associates 2100 Main Street, Suite 210 Irvine, CA 92614 By Title: TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FIELDMAN,ROLAPP&ASSOCIATES Page 5 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR BY AND BETWEEN THE TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT AND FIELDMAN, ROLAPP&ASSOCIATES Scope of Services A. General Services. The Consultant shall perform an independent review of the proposed financing program The Consultant's findings will be presented to the Board for its review and comment. If the Board elects to proceed with a Community Facilities District, the Consultant shall assume primary responsibility for assisting the District in coordinating the planning and execution of the formation of the CFD. Insofar, as the Consultant is providing services, which are rendered only to the District,the overall coordination of the proposed financing shall be such as to minimize the costs of the transaction. Coincident with the financing review and maximizing the District's financing flexibility and capital market access if the District decides to proceed with a financing program, Consultant will provide the following: Phase I• 1. Community Facilities District Study. Initially Consultant will meet with District staff to outline the goals and objectives of the Board in order to commence a Community Facilities District study and feasibility analysis. In consultation with any other professionals also engaged in the process, Consultant will meet with the landowner and its representatives to understand its public financing plan. Consultant will evaluate the landowner's proposed financing program and provide recommendations that would make the proposed Community Facilities District consistent with industry practices and common industry benchmarks and also achieve the stated goals and objectives of the District. Consultant will present a summary of its findings to the Board and will respond to comments and questions raised by the Directors. To the extent that additional information is requested by the Board, Consultant will conduct additional research and present additional findings to the Board. Phase II: 1. Establish the Finanei—Objectives If the Board decides to proceed in concept with a Community Facilities District, the Consultant shall work with District staff identify the other required financing team members and begin the process of coordinating their activities, consistent with the stated goals and objectives of the District. TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FIELDMAN,ROLAPP&ASSOCIATES Exhibit A,Page 1 As required by the California Government Code, the Consultant will take the lead in the in the creation of local goals and policies to be considered and adopted prior to any action by the Board to commence proceedings to form a CFD. Unless previously determined, Consultant shall recommend the method of sale of debt and outline the steps required to achieve efficient market access. 2. Develop the Pre-Community Facilities District Formation Timetable The Consultant shall take the lead role in preparing a schedule and detailed description of the interconnected responsibilities of each team member and update this schedule, with refinements, as necessary,as the work progresses. 3. Monitor the Community Facilities District Formation and Transaction Process The Consultant shall have primary responsibility for the successful implementation of the financing strategy and timetable that is adopted for each debt issue relating to the Project_ The Consultant shall prepare the timetables and work schedules necessary to create a Community Facilities District and, if the CFD is formed,the activities required to sell and deliver bonds. These timetables and work schedules will be designed to achieve the desired results in a timely, efficient and cost-effective manner and Consultant will coordinate and monitor the activities of all parties engaged in the financing transaction, including conference calls and meetings of the financing team and the landowner. TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FIELDMAN,ROLAPP&ASSOCIATES Exhibit A,Page 2 Phase III• The Services described in Phase III will commence upon appropriate action of the District completing the final election creating the CFD. Except for certain tasks outlined in Phase II, paragraph 3, Phase I and II services shall be deemed completed upon commencement of Phase III services unless "change proceedings" are conducted or unless tasks outlined in Phase II are required after the issuance of the first series of bonds and in advance of a resolution of issuance for an additional series of bonds. Specifically in Phase III,the Consultant will: 4. Review the Official Statement Generally, SEC, MSRB, and GFOA guidelines encourage full disclosure so that potential investors have sufficient data to analyze each proposed financing. Upon direction of the District, the Consultant shall take the lead in review of the official statement for each debt issue relating to the Project to insure that the District's official statement is compiled in a manner consistent with industry standards,typically including the following matters: ❑ Legal Authority for the Financing 0 Security for the Financing 0 Restrictions on Additional Financings ❑ Purpose and Funds for which the Financing is Being Issued 0 Sources and Uses of Proceeds Fi Revenue Sources: 0 Outstanding Financings 0 Planned Future Financings 0 Legal Opinions Regarding Tax Exemption ❑ Such Other Matters as the Context May Require. 5. Procure and Coordinate Additional Service Providers. Should the District desire,the Consultant may act as District's representative in procuring the services of financial printers for the official statement and related documents, and for the printing of any securities. In addition, the Consultant may act as the District's representative in procuring the services of trustees, paying agents, fiscal agents, feasibility consultants, or escrow verification agents or other professionals, if the District directs. 6. Provide Financial Advice to the District Relating to Financing Documents. Simultaneous with assisting in the preparation of official statements for each debt issue relating to the Project, the Consultant shall assist the managing underwriters, bond counsel and/or other legal advisors in the drafting of the respective financing resolutions, notices and other legal documents. In this regard,the Consultant shall monitor document preparation for a consistent and accurate presentation of the recommended business terms and financing structure of each debt issue relating to the Project, it being specifically understood however that the Consultant's services shall in no manner be construed as the Consultant engaging in the practice of law. TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FIELDMAN,ROLAPP&ASSOCIATES Exhibit A,Page 3 7. Compute Sizing and Design Structure of Debt Issue. The Consultant shall work with the District's staff to design a financing structure for each debt issue relating to the Project that is consistent with the District's objectives, that coordinates each transaction with outstanding issues and that reflects current conditions in the capital markets. 8. Plan and Schedule Investor Briefin-gs. If appropriate,the Consultant shall develop a plan for presenting the financing program to the investor community. The Consultant shall schedule underwriter and/or investor visits, if appropriate; to assure the appropriate and most knowledgeable personnel are available for the presentation and, if requested, will develop presentation materials and assist the District officials in preparing for the presentations. 9. Conduct Credit Enhancement Evaluation. If appropriate and at the District's direction, the Consultant will initiate discussions with the landowner regarding letter of credit providers and vendors of other forms of credit enhancements to provide credit support for the financing. 10. Conduct Market Analvsis and Evaluate Timing of Market Entry. The Consultant shall provide regular summaries of current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the District's proposed financing. In the case of a negotiated sale of debt, the Consultant shall perform a thorough evaluation of market conditions preceding the negotiation of the terms of the sale of debt and will assist the District with the negotiation of final issue structure, interest rates, interest cost, reoffering terms and gross underwriting spread and provide a recommendation on acceptance or rejection of the offer to purchase the debt. This assistance and evaluation will focus on the following areas as determinants of interest cost: J Size of financing 0 Sources and uses of funds 0 Terms and maturities of the debt issue Review of the rating in pricing of the debt issue 0 Investment of debt issue proceeds 0 Distribution mix among institutional and retail purchasers 0 Interest rate, reoffering terms and underwriting discount with comparable issues 0 Redemption provisions 11. Recommend Award of Debt Issuance. Based upon activities outlined in Task 10 above, the Consultant will recommend accepting or rejecting offers to purchase the debt issue. If the District elects to award TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FIELDMAN,ROLAPP&ASSOCIATES Exhibit A,Page 4 } i the debt issue, the Consultant will instruct all parties and help facilitate the actions required to formally consummate the award. 11 Provide Pre-Closing and Closing Activities. The Consultant shall assist in arranging for the closing of each financing. The Consultant shall assist counsel in assuming responsibility for such arrangements as they are required, including arranging for or monitoring the progress of bond printing, qualification of issues for book-entry status, signing and final delivery of the securities and settlement of the costs of issuance. TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FIELDMAN,ROLAPP&ASSOCIATES Exhibit A,Page 5 s> t J f f EXHIBIT B #. TO FINANCIAL ADVISORY SERVICES AGREEMENT BY AND BETWEEN TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT AND FIELDMAN,ROLAPP &ASSOCIATES i s s Part 1-Fees and Expenses Phase I and Phase H Services ourly rates per the table provided below; however,the District agrees to pay at the Consultant's h maximum fee to be paid under this agreement for Phase I and Phase II services shall not exceed the amounts advanced under any landowner funding or cash advance agreement between the District and any landowner. The District agrees to request funds and pursue funding in advance from the landowner for Consultant's services. Fees earned by Consultant for Phase I and II services will be billed monthly and will be payable within 30 days. Personnel Hourly Rate Managing PrincipaVE, cutive Officers of the Firm $275.00 Principals/Senior Vice Presidents ......................I............$240.00 VicePresidents...............................................................$185.00 Assistant Vice Presidents............................................ -.$170.00 .00 Associates of the Firm................................................... Administrative Assistants.................................................$80.00 ............ ............... ........ ........ . Clerical(Other) ................ $35.00 .. . . . Part 2-Fees and Expenses Phase III Services For all services rendered under Phase III resulting in a negotiated sale of bonds, the District shall pay consultant a fee based upon the following schedule for each negotiated sale of bonds: A separate schedule of fees will be provided if the District elects to sell bonds at competitive sale. Par Value of Bonds Fees $1 to $5,000,000 $24,500 $5,000,001 to $7,500,000 $36,500 Over$7,500,000 to be negotiated Payment of fees earned by Consultant pursuant to this Phase III shall be contingent on, and payable at the closing of the debt issue(s)undertaken to finance the Project. Expenses Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, computer, and fax transmission charges. Advances made on behalf of the District for costs of preparing,printing or distributing disclosure materials or related matter whether by postal services or electronic means, may also be billed through to the District TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT/FlnDMAN,ROLAPP&ASSOCIATES Exhibit C,Page 1 i upon prior authorization. Additionally, a surcharge of 6% of the net fee amount is added to g verifiable out-of-pocket costs for recovery of costs such as telephone, postage, document reproduction and the like. ' G Limiting Terms and Conditions The above fee is based on completion of work orders within twenty four months of the District's s initial authorization to proceed, and assumes that the District will provide all necessary e information in a timely manner and require other parties, including any landowner, to make available such other information required in order for Consultant to perform and complete its g assignments. Abandonment If, once commenced, the services of the Consultant are terminated prior to completion of its Phase I study for any reason, or Consultant is directed to proceed with any subsequent phase of the assignment and later requested to terminate its services, Consultant is to be reimbursed for professional services and direct expenses incurred up to the time it receives notification of such termination at the standard hourly rates described in Phases I and H of this Exhibit B. DMAN,ROLAPP&ASSOCIATES Exhibit C,Page 2 TRUCKEE-DONNER PUBLIC UTILITIES DISTRICTJFIEL