HomeMy WebLinkAboutWILLDAN FINANCIAL SERVICES; 2011-05-04;AGREEMENT FOR ARBITRAGE REBATE SERVICES
WILLDAN FINANCIAL SERVICES
THIS AGREEMENT is made and entered into as of the ^/- day of
20 //. 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 issue CFD No. 3, 2006
Special Tax Bonds), 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 to Exhibit A.
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 two thousand five hundred dollars ($2,500) 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 CFD No. 3, 2006 Special Tax
Bonds.
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 2.18.11
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. The Contractor shall file a Conflict of Interest Statement with the City
Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The
Contractor shall report investments or interests in all four categories.
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 seq.. and Carlsbad Municipal Code Sections 3.32.025, et
seq. 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 2.18.11
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
David Davies - Project Manager
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
CFD No. 3 (2006 Special Tax Bonds) $2,500
TOTAL: $2,500
Additional Services Price
Online Compliance Management System No Charge
Preparation of IRS Form 8038T No Charge
Yield Restriction Computation $500 per Fund*
Commingled Funds Analysis $250 per Fund*
Transferred Proceeds Analysis $500 per Fund*
Request for Refund of Overpayment Hourly Rates*
IRS Audit Assistance Hourly Rates*
* Amendment to Agreement required.
City Attorney Approved Version 2.18.11
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 CARLSBAD, a municipal
corporation of the State of California
(sign hereft/Manager or Mayor or Director
(print name/title^
ATTEST:
*By:
(sign here)LORRAINE M. WOOD
City Clerk^
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must
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:
RON ^ City Attorney
Assistant/BSptRy City Attorney
City Attorney Approved Version 2.18.11
ATTACHMENT 1
SCOPE OF SERVICES
Phase I
Document Collection
Document Review
File Set Up
Work Plan Discussion
Phase II
Quality Control
Deliverable
Phase III
Procedural Support
Regulatory Changes
Audit Support
Document Retention
Task
Coordinate with the Bond Trustee the collection of bond documents and cash flow information required for the arbitrage
rebate computation.
Review 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' proprietary tracking system.
Review tax-exempt financings subject to the federal compliance regulations and discuss the work plan.
Task
Calculate the bond yield and identify gross proceeds and replacement proceeds allocated to the issue.
Compare allowable arbitrage earnings to actual earnings by fund.
Review and consider application of alternative regulatory provisions.
Determine the cumulative arbitrage liability pursuant to Section 148(f) of the Internal Revenue Code.
Employ a triple-tiered review of the calculation and summary findings.
For bond issues not subject to the arbitrage rebate or yield restriction requirements, Willdan Financial Services will
prepare a certification of the exception that has been met.
For bond issues subject to the arbitrage rebate requirements, Willdan Financial Services will prepare a comprehensive
rebate report that includes:
Summary of methodology, assumptions, conclusions and recommendations
Statement of relevant dates
Sources and uses of funds
Arbitrage yield and yield restriction requirements
Rebate liability by fund and aggregate liability for the issue
Arbitrage/Investment Yield Comparison Graph
Outstanding Investments Summary
Prepare the necessary IRS Forms and provide filing instructions.
Provide copies of completed rebate reports in electronic or hardcopy format as directed.
Provide work papers upon request.
Task
Review current policies and procedures for tracking expenditure and investment earnings allocations and make
recommendations to improve funds and records management.
Keep abreast of enforcement actions and Code/Regulation changes that may affect arbitrage compliance requirements.
Retroactive changes requiring recalculation of a previously submitted arbitrage report shall be performed at our hourly
rates.
Assist staff in the event of a rebate calculation audit.
Provide assistance with record retention and documentation relating to arbitrage rebate.
Willdan Financial Services City of Carlsbad