HomeMy WebLinkAboutWilldan Financial Services; 2009-03-18;AMENDMENT NO. 1 TO AGREEMENT FOR ARBITRAGE REBATE SERVICES
WILLDAN FINANCIAL SERVICES
~his Amendment No. 1 is entered into and effective as of the ,A5 day of
occs /- 200^_, amending the agreement dated March 18th, 2009 (the
"Agreement) by and between the City of Carlsbad, a municipal corporation, ("City), and Willdan
Financial Services, a California Corporation, ("Contractor") (collectively, the "Parties") for
arbitrage rebate services.
RECITALS
A. On March 18th, 2009, the Parties executed the Agreement to provide arbitrage rebate
services; and
B. The Parties desire to alter the Agreement's scope of work to include commingled
funds analysis for Bond issues AD 2002-01 and AD 2003-01; and
C. The Parties have negotiated and agreed to a supplemental scope of work and fee
schedule, which is attached to and incorporated by this reference as Exhibit "A-1", Scope of
Services and Fee.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have
been amended from time to time, Contractor will provide those services described in Exhibit "A-
1".
2. City will pay Contractor for all work associated with those services
described in Exhibit "A-1" on a time and materials basis not-to-exceed one thousand dollars
($1,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed
to include hours performed, hourly rates, and related activities and costs for approval by City.
Payment for services will be due upon completion of commingled funds analysis services for AD
2002-01, Poinsettia Lane East (not-to-exceed $500) and AD 2003-01, College Blvd./Cannon Rd.
East (not-to-exceed $500) respectively.
3. Contractor will complete all work described in Exhibit "A-1" by September
18th, 2010.
4. All other provisions of the Agreement, as may have been amended from
time to time, will remain in full force and effect.
5. All requisite insurance policies to be maintained by Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
6. The individuals executing this Amendment and the instruments referenced in it on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions of this Amendment.
City Attorney Approved Version #05.22.01
CONTRACTOR
*By:
(sign here)
Anne C. Pelej . Vice President
(print name/title)
apelej@willdan.com
(e-mail address)
v tsign here)
(print name/title')
(e-mail address)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
ffity Manager or Moyor
-ORRAINE M. W0ODJ
City CI6rkj ^-^
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a Corporation. Agreement must be signed by one corporate officer from each of the following
two groups.
*Group A.
Chairman,
President, or
Vice-President
*Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
, City Attorney
City Attorney Approved Version #05.22.01
EXHIBIT "A-1"
SCOPE OF SERVICES AND FEE
Contractor will perform and the deliverables Contractor will provide as part of Contractor's
Amendment No. 1 to Arbitrage Rebate Services:
TEAM:
The Federal Compliance Division of Willdan Financial Services is staffed with experts in tax
rules, municipal credit analysis, securities law and electronic reporting, who understand the
importance of meeting federal compliance requirements on time and in full.
The following Contractor team members will be assigned to the project:
Anne Pelej - Division Manager
Steve Bearce - Senior Project Manager
David Davies - Senior Analyst
SCOPE OF SERVICES:
Contractor will perform commingled funds analysis, as necessary, pursuant to the terms and
conditions of this Amendment for AD 2002-01, Poinsettia Lane East, and AD 2003-01, College
Blvd./Cannon Rd. East.
PRICE:
The following is a list of the Bond Issues and prices associated with this Amendment:
Bond Issue Price
AD 2002-01 (Poinsettia Lane East) $500
AD 2003-01 (College Blvd/Cannon Rd East) $500
TOTAL: $1,000
City Attorney Approved Version # 05.22.01
AGREEMENT FOR ARBITRAGE REBATE SERVICES
WILLDAN FINANCIAL SERVICES
THIS AGREEMENT is made and entered into as of the /Q day of
Oyy 20Qg_, by and between the CITY OF CARLSBAD, a municipal
corporation^City^and Willdan Financial Services, a California Corporation, ("Contractor").
RECITALS
City requires the professional services of a firm that is experienced in Arbitrage Rebate
Services. Contractor has the necessary experience in providing these professional services,
has submitted a proposal to City and has affirmed its willingness and ability to perform such
work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render,
those services (the "Services") that are defined in Exhibit "A" (for Bond issues AD 2002-01 and
AD 2003-01), attached and incorporated by this reference in accordance with the terms and
conditions set forth in this Agreement. In the event of a conflict between this Agreement and any
exhibit attached, the following order of precedence will apply: (1) Agreement, (2) Exhibit A; and
(3) Attachment 1.
2. Term. This Agreement will be effective for a period of 18 months from the date first
above written.
3. Compensation. The total not to exceed fee payable for the Services to be performed will
be five thousand dollars ($5,000) as further stated in Exhibit A. No other compensation for the
Services will be allowed except for items covered by subsequent amendments to this
Agreement. City reserves the right to withhold a ten percent (10%) retention until City has
accepted the work and/or the Services specified in Exhibit "A." Payment for Services will be due
upon completion of arbitrage services for AD 2002-01, Poinsettia Lane East (not-to-exceed
$2,500) and AD 2003-01, College Blvd./Cannon Rd. East (not-to-exceed $2,500) respectively.
4. Status of Contractor. Contractor will perform the Services as an independent contractor
and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor
will be under the control of City only as to the results to be accomplished.
5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its
officers, officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that
this section will survive the expiration or early termination of this Agreement.
City Attorney Approved Version #05.06.08
6. Insurance. Contractor will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of workers' compensation,
employers liability insurance, and professional liability insurance from an insurance company
authorized to transact the business of insurance in the State of California which has a current
rating in the Best's Key Rating guide of at least A-:VII OR with a surplus line insurer on the State of
California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless
otherwise authorized and approved by the City Attorney or the City Manager. Contractor will
obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to the City by certified mail. City will be
named as an additional insured on General liability. Contractor will furnish certificates of
insurance to the Contract Department, with endorsements to City prior to City's execution of this
Agreement.
7. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to
determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code
is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it
be determined that disclosure is required, Contractor or Contractor's employees, agents, or
subcontractors will complete and file with the City Clerk those schedules specified by City and
contained in the Statement of Economic Interests Form 700.
8. Compliance With Laws. Contractor will comply with all applicable local, state and federal
laws and regulations prohibiting discrimination and harassment and will obtain and maintain a
City of Carlsbad Business License for the term of this Agreement.
9. Termination. City or Contractor may terminate this Agreement at any time after a
discussion, and written notice to the other party. City will pay Contractor's costs for services
delivered up to the time of termination, if the services have been delivered in accordance with
the Agreement.
10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to
civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et sea., and Carlsbad Municipal Code Sections 3.32.025, et
sect. Contractor further acknowledges that debarment by another jurisdiction is grounds for the
City of Carlsbad to terminate this Agreement.
11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any
monies due or to become due under it, without the prior written consent of City.
13. Amendments This Agreement may be amended by mutual consent of City and
Contractor. Any amendment will be in writing, signed by both parties, with a statement of
estimated changes in charges or time schedule.
City Attorney Approved Version #05.06.08
14. Authority. The individuals executing this Agreement and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF
corporatio
By:
SBAD, a/toiunicipal
(sign here)
Anne C. Pelej. Vice President
(print name/title)
apelej@willdan.com
ATTEST:
(e-mail address)
'By:LORRAINE M. WOOD
City Clerk
(sign here)
(print name/title)
ILL <
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
Corporation. Agreement must be signed by one corporate officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-President
*Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R
By:_
Attorney
/Assistant City Attorney
City Attorney Approved Version #05.06.08
EXHIBIT "A"
Contractor will perform and the deliverables Contractor will provide as part of Contractor's
Arbitrage Rebate Services:
TEAM:
The Federal Compliance Division of Willdan Financial Services is staffed with experts in tax
rules, municipal credit analysis, securities law and electronic reporting, who understand the
importance of meeting federal compliance requirements on time and in full.
The following Contractor team members will be assigned to the project:
Anne Pelej - Division Manager
Steve Bearce - Senior Project Manager
Randal Webb - Principal Consultant
David Davies - Senior Analyst
SCOPE OF SERVICES:
Please see Attachment 1, attached hereto and incorporated herein, providing an itemized list of
services that Contractor will perform pursuant to the terms and conditions of this Agreement.
PRICE:
The following is a list of the Bond Issues and prices associated with this contract:
Bond Issue Price
AD 2002-01 (Poinsettia Lane East)
AD 2003-01 (College Blvd/Cannon Rd East)
$2,500
$2,500
TOTAL:$5,000
Additional Services Price
Online Compliance Management System
Preparation of IRS Form 8038T
Request for Refund of Overpayment
IRS Audit Assistance
* Amendment to Agreement required.
No Charge
No Charge
"Hourly Rates
"Hourly Rates
City Attorney Approved Version #05.06.08
[Attachment 1 |
Scope of Services -Arbitrage Rebate
Phase 1 Process
Review
Collect
Analyze
File Set Up
Data Entry &
Analysis
Review existing debt
Review current recordkeeping practices for funds subject to arbitrage. Make recommendations to
improve funds and records management.
Coordinate the collection of bond documents and cash flow data required for the arbitrage rebate
computation.
Analyze pertinent documents relating to the debt to confirm that the financing is subject to the
arbitrage rebate requirements and identify relevant exceptions, elections, and yield restrictions.
Load subject bond issues into Willdan Financial Services tracking system.
Identify appropriate accounts and track activity. Allocate earnings to accounts and issues, if necessary.
Phase II Task
Computation
Compute the amount of excess earnings and determine the cumulative arbitrage liability for each issue
on the fifth year anniversary date.
Prepare annual calculations for issues with unspent proceeds.
Prepare summary status report, at least annually, of all bond liabilities.
Compute spend-down penalties if provision has been elected.
Phase III Task
Deliverable
Provide the necessary IRS Forms and provide filing instructions.
Provide documentation to support the calculation including:
Rebate liability by fund and aggregate liability for the issue
Arbitrage/Investment Yield Comparison Graph
Rebate Calculations by fund
Outstanding Investments Summary
Provide summary of methodology, assumptions and recommendations including:
Executive Summary
Summary Analysis of all relevant dates and assumptions
Sources and uses of funds
Arbitrage yield and yield restriction requirements
Phase IV Task
Portfolio
Maintenance
Document Retention
Regulatory
Consultation
Audit Support
Add new debt issues throughout the term of the contract.
Provide assistance with record retention and documentation relating to arbitrage rebate.
Keep staff apprised of enforcement actions and Code/Regulation changes.
Assist staff in the event of an IRS inquiry during the term of the contract and subsequent to
contract as the inquiry relates to work performed by Willdan Financial Services.
the
[Attachment 1 |
Fees -Arbitrage Rebate
Bond Issue Report Period Fee
(AD 2003-01)
$11,760,000
Poinsetfia Lane (AD 2002-01 )
$33,085,000
6/10/04-6/10/09
2/14/05-2/14/10
$2,500
$2,500
Optional Service Fees
Spending Exception Analysis. The Regulations offer a few
exceptions to the arbitrage rebate rules if the proceeds of a
bond issue are spent within a spedfic time frame.
Commingled Funds Analysis. Clients providing data with
commingled funds will incur an additional charge to
uncommingte transaction^ data.
Transferred Proceeds Analysis. The regulations require an
additional level of analysis for proceeds of Refunding and
Refunded bonds.
Yield Restriction Computation. If we determine that a yield
reduction payment is due on yield restricted nonpurpose
investments, an additional fee will be charged to analyze and
determine the yield reduction payment due.
Request for Refund of Overpayment
IRS Audit Assistance
Online Compliance Management System
Preparation of IRS Form 8038T (Payment)
$500 per
period
$250 per
fund
$500 per
fund
$500 per
fund
$150 per
hour
$150 per
hour
No Charge
No Charge