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Home My WebLink About04-13-10 Regular Meeting of the La Porte Area Water Authority LA PORTE AREA WATER AUTHORITY MINUTES APRIL 13, 2010 1. The meeting was called to order at 6:00 PM by President Dennis Steger. Members Present: President Dennis Steger, Vice President David Janda, Secretary Kenneth Sch1ather, Member Steve Va1erius. Members Absent: None. Others Present: General Manager Ron Bottoms, Assistant City Manager John Joems, City Secretary Martha Gillett, Director of Public Works Steve Gillett, Director of Finance Michael Dolby, John Robuck ofRBC Capital Markets and Margo White of Andrews Kurth LLP. 2. The minutes from the meeting held March 10, 2010 were reviewed. Motion by Steve Valerius, second by Kenneth Schlather to approve the minutes as presented. Motion was unanimous. 3. John Robuck of RBC Capital Markets distributed bid tabulations for the Contract revenue Refunding Bonds, Series 2010. Five (5) bids were received, with low bid submitted by Robert W. Baird & Company, with a net interest rate of 2.2888896%. This results in a net savings to the Authority of$314,685. Motion by Steve Valerius, second by Kenneth Schlather to approve the Resolution Authorizing Issuance of La Porte Area Water Authority Contract Revenue Refunding Bonds, Series 2010. Motion was unanimous. 4. Margo White of Andrews Kurth LLP outlined the proposed agreement with the Bank of New York as the Paying Agent for the Refunding Bonds. Motion by Steve Valerius, second by David Janda to approve the agreement. Motion was unanimous. 5. Margo White reviewed the Engagement Letter for Bond Counsel. This engagement is for this bond issue only. The proposed fee is a one-time fee and is included in the net savings calculations outlined in Item 3 above. Motion by Steve Valerius, second by Kenneth Schlather to approve the Agreement for Bond Counsel. Motion was unanimous. 6. There was no General Manager's report. 7. There were no Board comments. 8. There being no further business, the meeting adjourned at 6: 12 PM. ~~ Secr ary 21!'/~ PASSED AND APPROVED ON THIS DAY City of La Porte La Porte Area Water Authority Fund (016) Summary Working Capital 9/30/09 $ 1,831,395 1,042,880 Plus Estimated 09- 10 Revenues Less Estimated 09-10 Expenses and commitments Equals Estimated WOI'king Capital 9/30/10 Plus 10-11 Revenues: Water Revenue Billing for Capital Reserve Interest Total Revenues Equals Total Resources Less 10-11 Expenses: Operations Total Expenses Equals Estimated WOl'king Capital 9130/11 1,103,835 101,676 13,500 859,175 2,015,100 1,219,011 3,234,111 1,040,920 1,040,920 $ 2,193,191 Estimated Projected 2009-10 201 0-11 $ 1,042,880 $ 1.219,011 859,175 1,040,920 $ 183,705 $ 178,091 Revenues Expenses Revenues over Expenses Talgeled ll'oJ'kbzg capital- 60 to 90 days Estimated workittg capital- 769 days Goal: $256,665 1 Day =: $2,851 City of La Porte, Texas 016.7075.533 La Porte Area Watcl" Authority Detail of Expenditures Actua[ Budget Estimated Requested 2008-69 2009-10 2009.10 2010-11 Supplies: 2001 Office Supplies $ $ 100 $ 75 $ 100 2002 Postage 10 100 2015 Other Supplies 100 100 100 2090 Machinery/ Tools & Equip 7,040 15,800 11,768 8,000 2093 Computer Equipment 500 250 500 Supplies Subtotal 7,050 16,600 12,193 8,700 Services & CIlarges: 4002 M achineryfI'oolslEquipment 4,503 4,000 4,000 4,000 4012 Water Line Maintenance 5,179 2,500 2,500 4060 Computer Lease Fees 2,512 2,280 2,280 1,008 4065 Computer Maintenance Fees 7,002 10,883 10,883 5001 Accounting 6,000 6,000 6,000 6,500 5003 Legal 58 5007 Other Professional Services 1,480 1,650 1,650 1,650 7003 Telephone 156 210 716 716 7004 Water 818,482 834,471 759,877 918,547 9050 Contingency 15,000 15,000 9014 Admin Trans to Fund 014 1,593 1,305 1,305 1,305 9072 Operator's Agreement 60,719 60,271 60,271 61,619 Services & Charges Subtotal 907,684 938,570 846,982 [,012,845 Capital Outlay: 8021 Machineryl Tools & Equip 19,375 19,375 Capital Outlay Subtotal 19,375 19,375 Division Total $ 914,734 S 974,545 S 859,175 S 1,040,920 ;0 m < en m o :::::! ......l.. ~ '" o ~ o s: ?\ C- :e G) :n fT1 9 () OJ ;x> (") ~. -::::z So -r Tim ..-... 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W C>> <fl -" C>> N C>> 0 -..J 0 01 co (j) +>- 0 0 (.,j -..J N 0 -..J 01 ~ co :oR 0 r "'IJ ~ )>11 0-< c:~ 000 -I~ ON S:O m~ ;o-lo. o o 00 -I en Public Works and Engineering Department <<fCEt~tD JUL' i Q'2010 ~u ell C WDRK~;~;e D. Parker Michael S. Marcotte, P.E., D.WRE:, BCEE Director P.O. Box 1562 Houston, Texas 77251-1562 w\wl.houstontx.gov CITY OF HOUSTON July 12,2010 Steve Gillett, Public Works Director La Porte Area Water Authority City of La Porte 2963 North 23 rd St. LaPorte, Texas 77571 Subject: Annual O&M Budget per Contract Number C52797 (Ordinance #2001-0417 Dated May 16, 2001) Restated and Amended Cost Sharing Agreement (Ordinance #2007-0927 Dated 08/15/2007) Dear Mr. Gillett: The Fiscal Year 2011 Operational and Maintenance Budget has been prepared in accordance with Section 4.3 of the above stated contract. This FY2011 Annual O&M budget is based on the total projected production of 28,895,833 Thousand Gallons (79.17 MGD). The rate of $0.5486/1000 gallons'is calculated based on the FY2011 budget. Please see Attachment I. In addition, the co-participants will be billed monthly for the debt service for CW A 96" line. Please see Attachment II. If you have any questions, please contact Sophia Chang at (832) 395-2580. Sincerely,./ _ /. ;/ ~ Susan Bandy / f~. Deputy Director Resource Management Division Attachments I & II Council Members: Brenda Stardlg JaNis Johnson Anne Clutlerbuck Wanda Adams Mike Sullivan AI Hoang Oliver Pennington Edward Gonzalez James G. Rodrtguez Stephen C. CosleUo Sue Lovell Melissa NorIega C.O. 'Brad" Bradford Jolanda .Jo. Jones ControlJer: Ronald C. Green %~ ., :'1- t3"'%!S '..-i~\~ tg1'gtt ~ili;~ ')(o:~Q~ ~%i~a "~"io ~t\a~~ ){"i "",~g \!}~~ So 't.1td""'\'\~z <;;;f%t~ '.1%.,..\"! ~?~ i Ol 1A ~ ~ ~~~ '" rl'l5'0l f.) (l) ~ tf '5 .~.!' 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(.ol i.n :... '" (0 (.ol co i.n ~ (j) in ~ (,) ~ (1t :.... 01 0 .... ~ N ~ <fl. Q) Q RBC Capital Markets0 Ryan O'Hara Director Municipal Finance - Houston Municipal Markets Phone: 713-853-0830 Fax: 713-651-3347 EmaiI: ryan.ohara@rbccm.com April 13, 2010 La POlte Area Water Authority 604 W. Fairmont Parkway La Porte, TX 77571 Ladies and Gentlemen: 1. Retention of RBC Capital Markets Corporation. The La Porte Area Water Authority ("Issuer" or "you") hereby agrees to retain RBC Capital Markets Corporation ("RBG GM") as your financial advisor in accordance with the terms of this financial advisory agreement ("Agreement"). This Agreement shall apply to the $4,085,000 Contract Revenue Refunding Bonds, Series 2010 ("Obligations") delivered May 13,2010. 2. Scope of Services. As financial advisOl", we agree to perform the following services; (a) Analyze the financing alternatives available to the Issuer, taking into account its borrowing capacity, future financing needs, policy considerations, and such other factors as we deem appropriate to consider. (b) Recommend a plan for the issuance of Obligations that will include: (1) the type of bonds (current interest, capital appreciation, defelTed income, etc.); (2) the date of issue; (3) principal amount; (4) interest structure (fixed or variable); (5) interest payment dates; (6) a schedule of maturities; (7) early redemption options; (8) security provisions; (9) appropriate management fee and takedown; and (to) other matters that we consider appropriate to best serve the Issuer's interests. To the extent appropriate, the plan will address strategies in addition to the issuance of obligations, such as interest rate derivative transactions. (c) Advise you of current conditions in the relevant debt market, upcoming bond issues, and other general information and economic data which might reasonably be expected to influence interest rates, bidding conditions or timing of issuance. (d) Organize and coordinate the financing team. Unless otherwise directed by you, we will select the paying agent, escrow agent and verification agent, as the particular transaction may require, each of whom will be retained and compensated by you. In a negotiated offering, we will solicit and evaluate underwriter proposals upon request and make a recommendation for the hiring of the underwriter(s). FA Agreement (Combined) 03/03/08 (e) Work with counsel on the transaction, including bond counsel whom you retain, who will be recognized municipal bond attorneys, whose fees will be paid by you, and who will prepare the proceedings, provide legal advice concerning the steps necessary to be taken to issue the Obligations, and issue an unqualified opinion (in a form standard for the particular type of financing) approving the legality of the Obligations and (as applicable) tax exemption of the interest paid thereon. ill addition, bond counsel will issue an opinion to the effect that the disclosure document does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Generally, working with counsel will mean coordinating with the attorneys and assisting in the financial advisory aspects of preparing appropriate legal proceedings and documents, including documents concerning any required election. (f) Assist in the Issuer's preparation of the Preliminary Official Statement ("POS") and the Official Statement ("OS") or equivalent document as the particular transaction may require (such as a private placement memorandum). (g) In connection with a competitive sale, we will; i. coordinate the preparation of the Official Notice of Sale, the Uniform Bid Form (containing provisions recognized by the municipal securities industry as being consistent with the securities offered for sale) and other such documents which you may request or deem appropriate; ii. submit all such documents for examination, approval, and certification by appropriate officials, employees, and agents of the Issuer, including bond attorneys; ill. coordinate delivery of these documents to a list of prospective bidders; 1V. where appropriate, organize investor meetings; v. coordinate the receipt of bids; vi. advise as to the best bid, including acceptance or rejection of the best bid; vii. if a bid is accepted, coordinate the delivery of and payment for the Obligations; viii. assist in verification of final closing figures; ix. provide copies of documents to the purchaser of the Obligations in accordance with the terms of the Official Notice of Sale and the Uniform Bid Form. (h) Make recommendations as to the need for credit rating(s) for the proposed Obligations and, should the Issuer seek a rating, coordinate the process of working with the rating agency or agencies and assist in the preparation of presentations as necessary. (i) Make recommendations as to obtaining municipal bond insurance, a liquidity facility or other credit enhancement for the Obligations and, should the issuer seek any such credit enhancement, coordinate the process and assist in the preparation of presentations as necessary. FA Agreement (Combined) 03/03/08 (j) Attend meetings of governing bodies of the Issuer, its staff, representatives or committees as requested. (k) After closing, we will deliver to the Issuer and the paying agent(s) definitive debt records, including a schedule of annual debt service requirements on the Obligations. You acknowledge that advice and recommendations involve professional judgment on our part and that the results cannot be, and are not, guaranteed. 3. Information to be Provided to RBC CM. You agree (upon our request) to provide or cause to be provided to us information relating to the Issuer, the security for the Obligations, and other matters that we consider appropriate to enable us to perform our duties under this Agreement. With respect to all information provided by you or on your behalf to us under this Agreement, you agree upon our request to obtain certifications (in a form reasonably satisfactory to us) from appropriate Issuer representatives as to the accuracy of the information and to use your best efforts to obtain certifications (in a form reasonably satisfactory to us) from representatives of parties other than the Issuer. You acknowledge that we are entitled to rely on the accuracy and completeness of all information provided by you or on your behalf. 4. Official Statement. You acknowledge that you are responsible for the contents of the POS and OS and will take all reasonable steps to ensure that the governing body of the Issuer has reviewed and approved the content of the POS and OS. You acknowledge that you are subject to and may be held liable under federal or state securities laws for misleading or incomplete disclosure. 5. Fees and Expenses. In connection with the authorization, issuance, and sale of Obligations, you agree that our fee will be computed as shown on the "Fee Schedule" attached hereto. Our fee will become due and payable simultaneously with the delivery of the Obligations to the Purchaser. Our fee does not include and we will be entitled to reimbursement from you for any actual "out-of-pocket" expenses incurred in connection with the provision of our services, including reasonable travel expenses or any other expenses incurred on your behalf. These expenses will be due and payable when presented to the Issuer, which normally will be simultaneously with the delivery of the Obligations to the Purchaser. 6. Interest Rate Derivatives. If you decide to consider the use of interest rate derivative products as part of the financing plan for Obligations covered by this Agreement, we will be pleased to provide our assistance upon request. The nature of our assistance will be set forth in an amendment to this Agreement or in another separate document. 7. Term of Al!reement and Waiver of Sovereil!n Immunitv. This Agreement shall be for the issuance of the Series 2010 Contract Revenue Refunding Bonds. You agree and understand that this Agreement is a contract for services and waive any claims you may have that you are immune from suit by virtue of any law, statute, or claim for any matter arising from or relating to this Agreement. Paragraphs 4, 5 (insofar as it concerns reimbursable expenses) and 8 (insofar as it concerns waiver of sovereign immunity) will survive any termination of this Agreement. FA Agreement (Combined) 03/03/08 8. Miscellaneous Provisions. This Agreement is submitted in duplicate originals. Your acceptance of this Agreement will occur upon the return of one original executed by an authorized Issuer representative, and you hereby represent that the signatory below is so authorized. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties as to the subject matter thereof and supersedes any prior understandings or representations. This Agreement may be amended or modified only by a writing signed by both parties. This Agreement is solely for the benefit of you and RBC CM, and no other person. RBC CM may not assign this Agreement without your prior written consent. Respectfully submitted, :C CAJ:t: ~ CO~ORATION Name If rjtZ2'fflf'A~ Title Director Date ACCEPTANCE A. ~Ip ACCEPTED pursuant to motion adopted by the governing body of La Porte Area Water Authodty on August~ 2010 (effective date of Apri113, 1). By /0 /V; Name Title Attest: By Name Title Date If:$~ ~~.v~ ~-bly~ . ~ ~-r~ (An-- 19 O(lNe?' / As H/ ~1<Jv1 FA Agreement (Combined) 03/03/08 FEE SCHEDULE In consideration for the services rendered by RBC CM, the Issuer agrees that our fee for each issue of Obligations will be as follows: STANDARD FEE SCHEDULE More And Not Than More Than The Fee Is $ -0- $ 50D,OOO $ 5,000 (minimum fee) $ 500,000 $ 1,000,000 $ 5,000 plus $5.00 per $1,000 for all over $500,000 $ 1,000,000 $ 5,000,000 $ 7,500 plus $2.50 per $1,000 for all over $1,000,000 $ 5,000,000 $10,000,000 $ 17,500 plus $1.25 per $1,000 for all over $5,000,000 $10,000,000 $20,000,000 $ 23,500 plus $1.00 per $1,000 for all over $10,000,000 $20,000,000 No Limit $ 33,500 plus $0.40 per $1,000 for all over $20,000,000 * Fees for refunding bonds are 125% of the fee quote above. Fees for refunding Obligations andlor other Obligations involving escrow Agreements, will be the fee schedule set out above plus 25%, and, in addition to our Financial Advisory fee, we will charge a structuring fee to be negotiated on a case-by-case basis. RBC eM will bill the Issuer at Closing for each issue of Obligations a net amount which will include a fee calculated on the above schedule as well as any "out-of-pocket" expenses incurred on behalf of the Issuer. FA Agreement (Combined) 03/03/08 RBC Capital Markets~ Ryan O'Hara Director Municipal Finance - Houston Municipal Markets Phone: 713-853-0830 Fax: 713-651-3347 EmaiI: ryan.ohara@rbecm.eom July 1,2010 La POlte Area Water Authority 604 W. Fairmont Parkway La Porte, TX 77571 Ladies and Gentlemen: 1. Retention of MC Capital Markets Corporation. We understand that the La Porte Area Water Authority ("Issuer" or "you") will have under consideration the issuance of obligations evidencing indebtedness ("Obligations"), either in a single financing or in a series of financings, and that in connection with the issuance of such Obligations you hereby agree to retain RBC Capital Markets Corporation (<CREC CM") as your financial advisor in accordance with the terms of this financial advisory agreement ("Agreement"). This Agreement shall apply to all Obligations that may be authorized and/or issued or otherwise created Of assumed during the period in which this Agreement is effective. 2. Scope of Services. As financial advisor, we agree to perform the following services: (a) Analyze the financing alternatives available to the Issuer, taking into account its borrowing capacity, future financing needs, policy considerations, and such other factors as we deem appropriate to consider. (b) Recommend a plan for the issuance of Obligations that will include: (1) the type of bonds (current interest, capital appreciation, deferred income, etc.); (2) the date of issue; (3) principal amount; (4) interest structure (fixed or variable); (5) interest payment dates; (6) a schedule of maturities; (7) early redemption options; (8) security provisions; (9) appropriate management fee and takedown; and (10) other matters that we consider appropriate to best serve the Issuer's interests. To the extent appropriate, the plan will address strategies in addition to the issuance of obligations, such as interest rate derivative transactions. (c) Advise you of cun-ent conditions in the relevant debt market, upcoming bond issues, and other general information and economic data which might reasonably be expected to influence interest rates, bidding conditions or timing of issuance. (d) Organize and coordinate the financing team. Unless otherwise directed by you, we will select the paying agent, escrow agent and verification agent, as the particular transaction may require, each of whom will be retained and compensated by you. In a negotiated offering, we will solicit and evaluate underwriter proposals upon request and make a recommendation for the hiring of the underwriter(s). FA Agreement (Combined) 03/03/08 (e) Work with counsel on the transaction, including bond counsel whom you retain, who will be recognized municipal bond attorneys, whose fees will be paid by you, and who will prepare the proceedings, provide legal advice concerning the steps necessary to be taken to issue the Obligations, and issue an unqualified opinion (in a form standard for the particular type of financing) approving the legality of the Obligations and (as applicable) tax exemption of the interest paid thereon. In addition, bond counsel will issue an opinion to the effect that the disclosure document does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Generally, working with counsel will mean coordinating with the attorneys and assisting in the financial advisory aspects of preparing appropriate legal proceedings and documents, including documents concerning any required election. (f) Assist in the Issuer's preparation of the Preliminary Official Statement ("POS") and the Official Statement ("OS") or equivalent document as the particular transaction may require (such as a private placement memorandum). (g) In connection with a competitive sale, we will: i. coordinate the preparation of the Official Notice of Sale, the Uniform Bid Form (containing provisions recognized by the municipal securities industry as being consistent with the securities offered for sale) and other such documents which you may request or deem appropriate; ii. submit all such documents for examination, approval, and certification by appropriate officials, employees, and agents of the Issuer, including bond attorneys; iii. coordinate deli very of these documents to a list of prospective bidders; lV. where appropriate, organize investor meetings; v. coordinate the receipt of bids; vi. advise as to the best bid, including acceptance or rejection of the best bid; vii. if a bid is accepted, coordinate the delivery of and payment for the Obligations; Wi. assist in verification of final closing figures; lX. provide copies of documents to the purchaser of the Obligations in accordance with the terms of the Official Notice of Sale and the Uniform Bid Form. (h) Make recommendations as to the need for credit rating(s) for the proposed Obligations and, should the Issuer seek a rating, coordinate the process of working with the rating agency or agencies and assist in the preparation of presentations as necessary. (i) Make recommendations as to obtaining municipal bond insurance, a liquidity facility or other credit enhancement for the Obligations and, should the issuer seek any such credit enhancement, coordinate the process and assist in the preparation of presentations as necessary. FA Agreement (Combined) 03/03/08 G) Attend meetings of governing bodies of the Issuer, its staff, representatives or committees as requested. (k) After closing, we will deliver to the Issuer and the paying agent(s) definitive debt records, including a schedule of annual debt service requirements on the Obligations. You acknowledge that advice and recommendations involve professional judgment on our part and that the results cannot be, and are not, guaranteed. 3. Information to be Provided to RBC eM. You agree (upon our request) to provide or cause to be provided to us information relating to the Issuer, the security for the Obligations, and other matters that we consider appropriate to enable us to perform our duties under this Agreement. With respect to all information provided by you or on your behalf to us under this Agreement, you agree upon our request to obtain certifications (in a form reasonably satisfactory to us) from appropliate Issuer representatives as to the accuracy of the information and to use your best efforts to obtain certifications (in a form reasonably satisfactory to us) from representatives of parties other than the Issuer. You acknowledge that we are entitled to rely on the accuracy and completeness of all information provided by you or on your behalf. 4. Official Statement. You acknowledge that you are responsible for the contents of the POS and OS and will take all reasonable steps to ensure that the governing body of the Issuer has reviewed and approved the content of the POS and OS. You acknowledge that you are subject to and may be held liable under federal or state securities laws for misleading 01' incomplete disclosure. 5. Fees and Exuenses. In connection with the authorization, issuance, and sale of Obligations, you agree that our fee will be computed as shown on the "Fee Schedule" attached hereto. Our fee will become due and payable simultaneously with the delivery of the Obligations to the Purchaser. Our fee does not include and we will be entitled to reimbursement from you for any actual"out-of-pocket" expenses incurred in connection with the provision of our services, including reasonable travel expenses or any other expenses incurred on your behalf. These expenses will be due and payable when presented to the Issuer, which normally wiII be simultaneously with the delivery of the Obligations to the Purchaser. 6. Interest Rate Derivatives. If you decide to consider the use of interest rate derivative products as part of the financing plan for Obligations covered by this Agreement, we will be pleased to provide our assistance upon request. The nature of our assistance will be set forth in an amendment to this Agreement or in another separate document. 7. Term of A2l'eement and Waiver of Sovereil!n Immunitv. This Agreement shall be for a period of 60 months (the "Term") from its date; however, this Agreement may be terminated by either p31ty upon 30 days written notice. If neither party provides written termination prior to the end of the Term, this Agreement will automatically renew for another Term. You agree and understand that this Agreement is a contract for services and waive any claims you may have that you are immune from suit by virtue of any law, statute, or claim for any matter arising from or relating to this Agreement. Paragraphs 4, 5 (insofar as it concerns reimbursable expenses) and 8 (insofar as it concerns waiver of sovereign immunity) wiII survive any termination of this Agreement. FA Agreement (Combined) 03/03/08 8. Miscellaneous Provisions. This Agreement is submitted in duplicate originals. Your acceptance of this Agreement will occur upon the return of one original executed by an authorized Issuer representative, and you . hereby represent that the signatory below is so authorized. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties as to the subject matter thereof and supersedes any prior understandings or representations. This Agreement may be amended or modified only by a writing signed by both parties. This Agreement is solely for the benefit of you and RBC CM, and no other person. RBC CM may not assign this Agreement without your prior written consent. Respectfully submitted, By Name Title Date ACCEPTANCE ACCEPTED pURuant to motion ad ted by the governing body of La Porte Area Water Authority on ,fu,(/Sf :!~201O. By Name Title Attest: By Name Title Date ~~ ~,.~ ~ #~~ ~?# ~~~ c IT 111-,O({f.../try' I 11;-- h7 ,::::.oR-iv? FA Agreement (Combined) 03f03f08 FEE SCHEDULE In consideration for the services rendered by RBC CM, the Issuer agrees that our fee for each issue of Obligations will be as follows: STANDARD FEE SCHEDULE More And Not Than More Than The Fee Is $ -0- $ 500,000 $ 5,000 (minimum fee) $ 500,000 $ 1,000,000 $ 5,000 plus $5.00 per $1,000 for all over $500,000 $ 1,000,000 $ 5,000,000 $ 7,500 plus $2.50 per $1,000 for all over $1,000,000 $ 5,000,000 $10,000,000 $ 17,500 plus $1.25 per $1,000 for all over $5,000,000 $10,000,000 $20,000,000 $ 23,500 plus $1.00 per $1,000 for all over $10,000,000 $20,000,000 No Limit $ 33,500 plus $0040 per $1,000 for aU over $20,000,000 * Fees for refunding bonds are 125% of the fee quote above. Fees for refunding Obligations andlor other Obligations involving escrow Agreements, will be the fee schedule set out above plus 25%, and, in addition to our Financial Advisory fee, we will charge a structuring fee to be negotiated on a case-by-case basis. RBC CM will bill the Issuer at Closing for each issue of Obligations a net amount which will include a fee calculated on the above schedule as well as any "out-of-pocket" expenses incurred on behalf of the Issuer. FA Agreement (Combined) 03/03/08