HomeMy WebLinkAboutNBS Government Finance Group; 2020-12-02;City Attorney Approved Version 6/12/18
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AGREEMENT FOR SPECIAL FINANCE DISTRICT ADMINISTRATION SERVICES
NBS GOVERNMENT FINANCE GROUP
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 NBS Government Finance Group, a corporation, ("Contractor").
RECITALS
A. City requires the professional services of a contractor that is experienced in 1915
Act Assessment District and Community Facility Districts (CFDs).
B. Contractor has the necessary experience in providing professional services and
advice related to Special Finance District Administration.
C. Contractor 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 attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement’s terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from the date first above
written. The City Manager may amend the Agreement to extend it for one additional two (2) year
periods or parts thereof. Extension will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will prepare
a written amendment indicating the effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be in
an amount not to exceed thirty-five thousand dollars ($35,000) per Agreement year. No other
compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not
exceed thirty-five thousand dollars ($35,000) per Agreement year. The City reserves the right to
withhold a ten percent (10%) retention until City has accepted the work and/or Services specified
in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City’s election, City may deduct the indemnification amount from any balance
owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. 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.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor’s
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus
line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating
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in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by
the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the
Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage
will not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available
and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an
“occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work
for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor
has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any extensions
of it and will not be canceled without thirty (30) days prior written notice to City sent by certified
mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
the required coverages. Contractor is responsible for any payments made by City to obtain or
maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement.
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10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor’s records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Ryan Green Name Stephanie Parson
Title Assistant Finance Director Title Director
Department Finance Department Address 32605 Temecula Parkway, Suite 100
City of Carlsbad Temecula, CA 92592
Address 1635 Faraday Avenue Phone No. 800-676-7516
Carlsbad, CA 92008 Email sparson@nbsgov.com
Phone No. 760-602-2414
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
16. 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 categories.
Yes No
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17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon
notification of termination, Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City address contained in this Agreement. City will make a
determination of fact based upon the work product delivered to City and of the percentage of work
that Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product and
put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work
performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed
and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
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employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
23. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor
and their respective successors. Neither this Agreement nor any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
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26. 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
By: By:
(sign here) Laura Rocha,
Deputy City Manager – Administrative
Services
David Ketcham, Vice President
(print name/title)
ATTEST:
By:
(sign here) BARBARA ENGLESON
Michael Rentner, Secretary City Clerk
(print name/title)
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 Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President 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. BREWER, City Attorney
BY: _____________________________
Assistant City Attorney
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EXHIBIT “A”
SCOPE OF SERVICES
Our team's first step is to schedule a meeting with the appropriate City staff to determine if there
has been a change in the desires or preferences of staff. On an annual basis our staff reviews
each district's data in our proprietary expert D-FAST® software and various quality check
reports are run. Our findings are reviewed with the City and the annual timeline and deliverables
are determined. By using the NBS approach, the City gets the following advantages:
QUALITY CONTROL
The following demonstrates NBS’ approach to quality of work and attention to detail. All reports
must go through a multiple review process. Prior to commencement of each administration
period, report standards and processes are reviewed and improved as necessary.
CASH FLOW ANALYSIS
NBS will perform multiple cash flow analysis throughout the year to ensure funds are available
to pay debt service. A typical cash flow analysis includes projections on future expenses as well
as anticipated delinquencies and considerations for future county apportionments.
Review fund statements to ensure that deposits, transfers, and payments are posted properly.
NBS will perform this task; however, will need fund statements and other information from the
City to perform an accurate review.
Reconcile annual levy with County collections; reconcile County receipts, payoffs, and debt
service payments with the City's general ledger balance as of the end of each fiscal year. NBS
will perform this task; however, will need general/ledger balances, County receipt information,
and other information from the City to perform an accurate review.
SUBMIT THE ANNUAL ASSESSMENT/SPECIAL TAX LEVY
NBS has developed proprietary software, called D-FAST® for District Fees, Assessments, and
Special Taxes. This software is a powerful administrative tool which we use in-house to
administer your districts. It is also used by public agencies across the United States. D-FAST
allows for accurate completion and tracking of annual assessments and special tax levies.
NBS will work with the County Assessor to aid in complying with the requirements of Revenue
&Taxation Code 163. This includes providing data such as parcel number, original assessment
and current principal balance to the County Assessor.
NBS will provide AB 2109 parcel tax reporting to allow the City to comply with recent legislation
and requirements recently released by the State Controller's Office.
PREPARE ANNUAL REPORT
NBS will perform this task on an annual basis however, it is imperative the City provides NBS
with current fund balances.
RESPOND TO INQUIRIES
Property owners or third parties can reach a live Customer Care representative during our
normal business hours of 8 AM to 5 PM. Our Customer Care team can also be reached via
CustomerCare@nbsgov.com. Bilingual personnel are available to assist with Spanish speaking
customers.
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Beyond these normal business operation hours, property owners and third parties can access
the "Property Owners" link (https://public.dfast.com/) which can be accessed via the NBS
homepage (www.nbsgov.com). This links to our self-service portal where any interested party
can search by a parcel’s address or Assessor's Parcel Number (APN) to view information about
special assessments or special taxes on that parcel.
The Client Services Director is consistently available to the City. The Client Services Director is
able to answer questions and perform work on the spot or reach staff to do the same. The City
gets the most responsive and dedicated professional consulting team in the industry at no extra
charge.
PROVIDE PREPAYMENT QUOTES AND AMORTIZATION SCHEDULES
NBS will provide assessment prepayment calculations and amortization schedules to interested
parties. The requester will pay the cost of this service; however, there will be no charge to the
City or property owners.
BOND CALLS
NBS will prepare the spread of principal to be called within maturities for all bond calls and
coordinate the call with the Paying Agent/Trustee.
DISTRICT DELINQUENCIES
NBS will develop a comprehensive delinquency management program which includes a
discussion and interpretation of the issuer's foreclosure covenant together with a review of the
existing policies and procedures of the City. This service can be provided as part of overall
annual administration or as a stand-alone service. When deemed as the appropriate course of
action, NBS will perform the following:
Delinquency Reports. NBS will provide the City with an updated list of delinquencies prior
to sending any of the below letters. This report will also detail each district's percentage of
delinquencies, as well as a detailed list of each delinquent parcel.
Reminder Letter. At the City's direction, send a reminder letter to the property owner of
each delinquent parcel for the December 10th installment. The purpose of the letter is to
inform and educate the property owner of their obligation to pay assessments.
Demand Letter. At the City's direction, send a demand letter to the property owner of each
delinquent parcel for the April 10th installment. This letter will be mailed to any property
owner who remains delinquent for both installments or who is delinquent for April 10th only.
The purpose of this letter is to further educate the property owner and advise them of a
potential foreclosure.
Lienholder Letter. At the City's direction, send a demand letter to the lienholders of
loandefaulted parcels where a Notice of Default has been filed, notifying them of the special
tax / assessment delinquency and the loss of their lien position when judicial foreclosure
occurs. The purpose of this letter is to educate the lienholders and to spur quick payment of
delinquencies in order to protect their interest in the property.
Lienholder Research. At the City's direction, perform detailed search of public records to
identify lienholders on non-loan-defaulted parcels. The purpose of this is to allow further
communication from the City to educate the lienholders and to spur quick payment of
delinquencies in order to protect their interest in the property.
Foreclosure Letter. This type of letter is typically sent after the installments for a parcel
have been removed from the tax roll. The letter delineates what amount must be paid
directly to the City to forestall the turnover of documents to the foreclosure attorney.
Tax Roll Removal and Notice. NBS will provide the information required to remove parcels
from the tax roll and coordinate with the County Auditor Controller to verify the removal. This
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step is in preparation of turning the parcels over for foreclosure. Once removed from the tax
roll, each property owner will receive one final foreclosure letter indicating the amount due
and payment instructions. NBS will file the Notice of Intent to Remove Delinquent
Installments and remove such Notice upon payment of the delinquency.
Payment Plans. At the City's discretion, NBS will offer payment plans to property owners in
lieu of turning parcels over to the City's foreclosure counsel.
Subsequent Foreclosure Services. NBS will prepare and deliver all information to the
City's foreclosure counsel. We will also continue to supply the City's counsel with additional
information throughout the foreclosure process. We will continue to respond to property
owner and City staff phone calls regarding the status of all cases, and will coordinate and
audit status reports on a bimonthly basis from the City's foreclosure counsel.
SECONDARY MARKET DISCLOSURE
NBS offers the City the ability to host continuing disclosure reports on the NBS website. Any
interested parties will simply log onto www.nbsgov.com where the Continuing Disclosure
Reporting download feature is posted prominently on the homepage.
D-FAST ONLINE
NBS has developed proprietary software, called D-FAST® for District Fees, Assessments, and
Special Taxes. This software is a powerful administrative tool which we use in-house to
administer your districts. It is also used by public agencies across the United States. D-FAST
Online will give you "real-time" access to your districts and underlying parcel data, allowing you
to:
• Answer questions in-house
• Understand a particular parcel status within a district
• Confirm if there are overlapping districts on a single parcel
• Research other issues
With this software, you and your staff have enhanced access to the data while NBS still
provides the full administration and toll-free phone support.
CONTINUING DISCLOSURE
In accordance with the Continuing Disclosure Certificate of the Bonds, NBS will support with the
annual disclosure filing requirements of the SEC Continuing Disclosure Rule 15c2-12.
Specifically, NBS will perform the following:
Document Review. NBS will review pertinent documents of the Bonds, including the Official
Statement and Continuing Disclosure Certificate. We will identify material such as the
Comprehensive Annual Financial Report and/or other operating data that the City has
agreed to provide in the Continuing Disclosure Certificate.
Data Collection. NBS will collect the annual financial information and operating data that
the City has agreed to provide to the Electronic Municipal Market Access system, or EMMA.
Report Preparation. NBS will prepare the Annual Disclosure Report as required in the
Disclosure Certificate.
Annual Dissemination. NBS will disseminate the Annual Disclosure Report to EMMA, and
post to our website to allow public access free of charge.
Significant Events. NBS will prepare and disseminate a "Notice of Significant Events," as
listed on the Continuing Disclosure Certificate, to EMMA, as required in the certificate.
Action will commence upon notification by the City of the occurrence of any of the events.
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Optional Services
These services will not be performed unless formally requested by the City.
ARBITRAGE REBATE
To assist in compliance with the IRS Code and U.S. Treasury Regulations, NBS will provide the
following services, at the fees quoted, through the firm of Bond Logistix, LLC ("BLX"), the
premiere firm for the provision of these services. The following outlines the specific services
provided relating to arbitrage rebate calculation and consulting services:
Document Review. Pertinent documents of the issue will be reviewed including the Official
Statement, Trust Indenture, Tax Certificate, and IRS form 8038-G to determine whether the
issue is subject to the rebate requirement and identify what general and/or elective
exceptions are available to the issue.
Bond Yield. Sources and uses of all proceeds will be identified to determine how the rebate
requirement applies to each fund. Produce a debt service schedule for the issue and
calculate and/or verify the bond yield.
Excess Earnings Calculation. Trust statements and/or City accounting records will be
utilized to create a cash flow report for each fund. These reports will be used to identify all
investment activity and interest earnings attributable to the funds. Calculate the arbitrage
earnings on investment of funds subject to rebate and determine the issuer's net rebate
and/or penalty liability.
Investment Yield Calculation. The investment yield will be calculated for each fund as a
"reality check" to reaffirm the accuracy of the cash flow report. This measure not only
ensures the accuracy of the report but also is a useful tool when analyzing investment
opportunities.
Summary. A report will be prepared that summarizes the rebate liability of the issue,
identifies the methodology employed, computational assumptions, conclusions, and any
recommended changes in record keeping and investment policies. Analyze all transactions
and explore every legally permissible avenue to minimize the rebate liability. Identify
outstanding proceeds subject to the rebate requirement, and identify the instruments and
yields of the investment vehicles utilized by each fund.
Filing Requirement. NBS will coordinate the preparation and filing of the IRS form 8038-T
with the payment as required.
Review. NBS will review the rebate report with City staff and discuss the policies and
procedures as they relate to the rebate requirement to ensure compliance with treasury
regulations. The review will also be used to determine the necessity of any future
calculations.
ASSESSMENT REAPPORTIONMENTS
Parts 10 and 10.5 of the Streets and Highways Code detail the methodology and procedure that
the City must follow in apportioning the assessment lien on parcels that are reconfigured and/or
subdivided. With our experience in district formation and the development of methods of
assessment, we are able to ensure that apportionments are properly performed.
Assuming proceeding under the preferred procedure of Part 10.5, NBS will perform the
following:
Application Forms. NBS will provide apportionment application forms and instructions to
the City's Engineering representative for inclusion as a condition of approval for subdivision
within an assessment district.
Segregation. NBS will apportion the special assessment according to the method of spread
as described in the engineer's report.
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Notice of Apportionment. NBS will prepare a notice of apportionment and send it via
certified mail to the issuing underwriter, as required.
Assessment Diagram. NBS will prepare an amended assessment diagram and notice. The
diagram and notice will be filed and recorded with the County Recorder.
Amortization Schedule. NBS will prepare an amortization schedule for each newly created
assessment type.
Apportionment Report. NBS will prepare and submit to the City an Apportionment Report
showing the finalized apportionment and the amended assessment diagram.
In the event proceedings are undertaken under Part 10, the following additional items are
required:
Resolutions. NBS will prepare the required resolutions to order the amended assessment,
the amended assessment diagram, notices to the property owner, and fix the amount of
costs to perform the apportionment.
Public Meetings. NBS will be available to attend any public meetings required to complete
the apportionment.
City’s Responsibilities
The City shall furnish NBS with any pertinent information that is available to the City and
applicable to the services. The City shall designate a person to act with authority on its behalf in
respect to the services. The City shall promptly respond to NBS' requests for reviews and
approvals of its work, and to its requests for decisions related to the services. City understands
and agrees that NBS is entitled to rely on all information, data and documents (collectively,
"Information") supplied to NBS by City or any of its agents, contractors or proxies or obtained by
NBS from other usual and customary sources including other government sources or proxies as
being accurate and correct and NBS will have no obligation to confirm that such Information is
correct and that NBS will have no liability to City or any third party if such Information is not
correct.
Deadlines / Project Schedule
NBS proactively manages timelines and deadlines. After working with the City since 1996, NBS
has the ability to meet all City of Carlsbad and San Diego County required deadlines for this
endeavor. Deadlines will be stated in definite terms and will be met.
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FEE SCHEDULE
NBS has provided the following fee proposal based on the information provided and our
understanding of the overall level of effort required.
Special Financing District Administration
Not-To-Exceed Annual Fee .............................................................................................. $20,260
D-FAST® Administration Software (Online)
Not-To-Exceed Annual Fee ................................................................................................ $2,345
CONTINUING DISCLOSURE
Report Fee .......................................................................................................................... $1,250
Significant Event Fee .............................................................................. hourly or $250 per event
Delinquency Management
Reminder Letters (1) ............................................................................................................... $15
Demand Letters (1) ................................................................................................................... 30
Lienholder Letters (1, 2) ............................................................................................................ 40
Lienholder Research (Notice of Default Not Filed) .............................................................. Hourly
Foreclosure Letters .................................................................................................................... 50
Payment Plan Administration .................................................................................................. 300
Tax Roll Removal (3, 4) ............................................................................................................. 75
Removal of the Notice of Intent to Remove Delinquent Installments (4) ................................... 25
Subsequent Foreclosure Fees (4) ........................................................................................... 100
All fees are based on a per parcel/per district basis, except as noted below.
1. This fee will be recovered as part of the next levy.
2. Letter is sent to lienholders where public Notice of Default has been filed. Fee reduced to $20
when sent jointly with Demand or Foreclosure Letter to same parcel.
3. This fee includes filing of the "Notice of Intent to Remove Delinquent Installments" but does
not include County fees for removal from the tax roll.
4. This fee is per parcel/per district/per year from the initiation of the foreclosure.
The above fees apply to the following districts:
Assessment Districts (1913/1915 Act)
AD No. 96-1 (Rancho Carrillo)
ReAD No. 2012-1 (Poinsettia Lane East)
ReAD No. 2012-1 (College/Cannon- Benefit Area 1)
Community Facilities Districts
CFD No. 3- Improvement Area 1
CFD No. 3- Improvement Area 2
Expenses
Customary out-of-pocket expenses will be billed to the City at actual cost to NBS. These
expenses may include, but not be limited to, mailing fulfillment, postage, reproduction,
telephone, travel, meals and various third-party charges for data, maps, and recording fees.
Additional Optional Services – Hourly Rates
The following table shows our current hourly rates. Optional services authorized by the City of
Carlsbad but not included in the scope of services will be billed at this rate or the then
applicable hourly rate. This may include attendance at additional meetings, notice and ballots,
etc. Title H
ourly Rate
TITLE HOURLY RATE
Director $225
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Associate Director $210
Senior Consultant / Manager $175
Consultant $155
Analyst $130
Clerical/Support $ 105
Terms
Administration services fees are for the first year, with possible CPI adjustment in subsequent
years, as referenced above. Such fees will be invoiced at the beginning of each quarter.
Expenses will be itemized and included in the next regular invoice. Fees for all other services
will be invoiced upon completion of the task. If the project is prematurely terminated by either
party, NBS shall receive payment for work completed. Payment shall be made within 30 days of
submittal of an invoice. If payment is not received within 90 days, simple interest will begin to
accrue at the rate of 1.5% per month. Either party can cancel administration contracts with 30
days’ written notice.
Annual Fee Increases
Cost of living increases may be applied to the services listed above in October each year,
beginning with October 2021, should the City extend for additional year(s). The increase would
be the actual cost of living increase based on the U.S. Department of Labor, Bureau of Labor
Statistics, Consumer Price Index (CPI) for all urban consumers for the City’s area.
OPTIONAL SERVICES
These fees are only applicable when the service is formally requested by the City.
DISSEMINATION SERVICES
Report Dissemination (per recipient) ....................................................................................... $25
Significant Event Dissemination (per recipient) ....................................................................... $25
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ARBITRAGE REBATE
Base Fees.
Commitment Fee: .................................................................................................................... $0
Report Fee (per report): ..................................................................................................... 2,250
Additional Service Fees.
Computation Periods in Excess of 18 Months (per year): .................................................... $500
Commingled Funds Analysis (as appropriate): ....................................................................... 500
Transferred Proceeds Analysis (as appropriate): ................................................................... 500
Variable Rate Issues: .............................................................................................................. 500
ASSESSMENT REAPPORTIONMENTS
Apportionments will be performed upon request and paid for by the requesting party at our then
current fee structure, as shown below. NBS will apportion the assessment according to the
original method of spread, prepare the amended assessment diagram, and record the notice of
apportionment and amended diagram per Parts 10 and 10.5 of the Streets and Highways Code.
Part 10.5
Apportionment Fee (Four parcels or less): ............................................................................ $950
Apportionment Fee (Five or more parcels): ........................................................................ $1,800
(plus $35 per parcel)
Recording Fee (each): ............................................................................................................. $40
Part 10 (In addition to fees shown as Part 10.5 above)
Resolutions: ........................................................................................................................... $300
Meeting Attendance: .............................................................................. hourly, plus travel costs*
* reasonable and customary travel costs, as needed
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