HomeMy WebLinkAboutWilldan Financial Services; 2013-06-28;AGREEMENT FOR ARBITRAGE REBATE SERVICES
WILLDAN FINANCIAL SERVICES
^^THIS AGREEMENT is made and entered into as of the ^?C^ day of
UyU/lX^ , 20/? . by and between the CITY OF CARLSBAD, a municipal
corpo|^tion, ("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 Assessment District - "AD" - No.
2002-01, Poinsettia Lane East and AD No. 2003-01, College Blvd./Cannon Rd. East), attached
and incorporated by this reference in accordance with the terms and conditions set forth in this
Agreement.
2. TERM
This Agreement will be effective for a period of 12 months from the date first above written.
3. COMPENSATION
The total not-to-exceed fee payable for the Services to be performed will be three thousand two
hundred fifty dollars ($3,250) 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 the completion of arbitrage services for AD 2002-01, Poinsettia Lane East ($1,500) and
AD 2003-01, College Blvd./Cannon Rd. East ($1,750) 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'
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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.
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 Risk Manager 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 which shall provide primary coverage to the
City. 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
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 sea. Contractor further
acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to
terminate this Agreement.
11. JURISDICTIONS AND VENUE
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.
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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.
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
)irector
Anne C. Pelej, Vice President
(print name/title)
By:
ATTEST:
(signh'^)
Roy Gill, Secretary City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contribjtp^^^^b^^''^
attached. If a corporation. Agreement must be signed by one corporate officer from'''6racRflfvth^e
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:
CELIA A. BREWERTCity Attorney
Assistant City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
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 - Group 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
AD 2002-01 (Poinsettia Lane East) $1,500
AD 2003-01 (College Blvd./Cannon Rd. East) $1,750
TOTAL: $3,250
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.
4
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ATTACHMENT 1
SCOPE OF SERVICES
Phase 1 Task
Document Collection Coordinate with the Bond Trustee the collection of bond documents and cash flow infonnation required for the arbitrage
rebate computation.
Document Review 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.
File Setup Load subject bond issues into Willdan Financial Services' proprietary tracking system.
Work Plan Discussion Review tax-exempt financings subject to the federal compliance regulations and discuss the work plan.
Phase II Task
Calculate the bond yield and identify gross proceeds and replacement proceeds allocated to the issue.
Computation
Compare allowable arbitrage earnings to actual earnings by fund.
Computation
Review and consider application of alternative regulatory provisions.
Determine the cumulative arbitrage liability pursuant to Section 148(f) ofthe Internal Revenue Code.
Quality Control 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 Sen/ices will
prepare a certification ofthe exception that has been met.
Deliverable
For bond issues subject to the arbitrage rebate requirements, Willdan Financial Sen/ices 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.
Phase Hi Task
Procedural Support Review current policies and procedures for tracking expenditure and investment earnings allocations and make
recommendations to improve funds and records management.
Regulatory Changes
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 perfonned at our hourly
rates.
Audit Support Assist staff in the event of a rebate calculation audit.
Document Retention Provide assistance with record retention and documentation relating to arbitrage rebate.
Willdan Financial Sen/ices City of Carlsbad