HomeMy WebLinkAboutMBIA Agreement to Provide Revenue Enhancement Services -2002 08 26• ~,;
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AGREEMENT TO PROVIDE
REVENUE ENHANCEMENT SERVICES,
FOR THE CITY OF WINTER SPRINGS FLORIDA
/~.~ ~.~ s -t ~ co, 2002
By
MBIA MuniServices Company
MBIA MuniServices Company
MBIA MuniServices Co.
Page 1 of 18
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TABLE OF CONTENTS
CONSULTANT SERVICES AGREEMENT
EXHIBIT A PROPERTY TAX DISCOVERY SERVICE
MBIA MuniServices Co.
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CONSULTANT SERVICES AGREEMENT
THIS AGREEMEN"I` is made at Winter Springs, Florida, on
/~`,~,,s~- ~~ 2002 by and between the City of Winter Springs a municipal
corporation (hereafter referred to as "City") and MBIA MuniServices Company
(hereafter referred to as "Consultant" or "MMC"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this
Agreement, Consultant shall provide to City the services described in Exhibit "A", (the
Exhibit). Consultant shall provide said services at the time, place, and in the manner
specified in the Exhibits. Consultant shall not be compensated for services outside the
scope of the Exhibits.
2. Payment. City shall pay Consultant for services rendered pursuant to
this Agreement at the times and in the manner set forth in the Exhibits. The payments
specified in the Exhibits shall be the only payments to be made to Consultant for
services rendered pursuant to this Agreement unless the City approves additional
compensation for additional service. Consultant shall submit all billings for services
rendered pursuant to this Agreement to City in the manner specified in the Exhibits.
3. Facilities and Equipment. Consultant shall, at its sole cost and expense,
furnish all facilities and equipment that may be required for furnishing services pursuant
to this Agreement.
4. Extra Services. City shall pay Consultant for those City authorized extra
services, not reasonably included within the services described in Exhibits "A", such
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amounts as mutually agreed to in advance. Unless the City and Consultant have agreed
in writing before the performance of extra services, no liability and no right to claim
compensation for such extra services or expenses shall exist.
5. Assi ng ment. This Agreement may be assigned by Consultant provided
the City has consented in writing to any assignment.
6. Term. The initial term of this Agreement shall be for 3 years from
the date of execution. After the initial term, this Agreement shall remain in force until
terminated by either party in accordance with Section 23 below.
7. Hold Harmless. MMC shall indemnify and hold harmless City, its
officers, agents and employees, from and against any and all claims, demands, actions,
suits and proceedings by others against all liability arising out of negligent acts of
MMC, its employees and agents in the performance of this Agreement. In turn, the City
shall defend, indemnify and hold harmless MMC, its officers, agents and employees,
from any and all claims, demands, actions, suits and proceedings by others, resulting
from erroneous information provided to MMC by City and upon which MMC can
reasonably be expected to rely.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
10. Severability. If any provision of this Agreement is declared or found to
be illegal, unenforceable, or void, then both parties shall be relieved of all obligations
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under that provision. The remainder of the Agreement shall be enforced to the fullest
extent permitted by law.
1 1. Waivers. All conditions, covenants, duties and obligations contained in
this Agreement can be waived only by written agreement executed by all parties.
Forbearance or indulgence in any form or manner by a party shall not be construed as a
waiver nor in any way limit the legal or equitable remedies available to that party. No
waiver by either party of any default or breach shall constitute a waiver of any
subsequent default or breach.
12. Arbitration. All Claims, demands, disputes, controversies, differences,
or misunderstandings between the parties arising out of, or by virtue of, this Contract
shall be submitted to and determined by arbitration in accordance with the Rules of the
American Arbitration Association for commercial arbitration, such arbitration to be held
in Florida. The arbitrator's decision shall be final, binding and conclusive on all parties:
it will not be appealable and shall include a finding for payments of the costs of such
arbitration, not including fees and expense of counsel and witnesses. Judgment of a
court of competent jurisdiction may be entered upon the award and may be enforced as
such in accordance with the provisions of the award. This agreement to arbitrate is
specifically enforceable by the parties to this Contract. Nothing within this paragraph
shall prevent any party from resorting to judicial proceedings if interim injunctive or
other equitable relief is necessary to prevent and irreparable injury to a party.
l3. Independent Contractor. At all times during the term of this Contract,
MB[A MuniServices Company (Consultant) shall be an Independent Contractor and
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shall not be an employee of the City of Winter Springs, Florida (City). City shall have
the right to control Consultant only insofar as the results of Consultant's services
rendered pursuant to this Agreement; however, City shall not have the right to control
the means by which Consultant accomplishes services rendered pursuant to this
Agreement.
14. Subcontracts. Any subcontracts entered into by Consultant for services
to be rendered towards the completion of Consultant's portion of this Agreement-shall
be for Consultant's benefit alone, and as such shall be its responsibility with no liability
resting on the City. Consultant agrees to provide a list of all subcontractors to be used
in connection with services to be rendered toward the completion of its portion of this
Agreement to the City within ten (10) working days of execution of this Agreement.
15. Licenses, Permits, Etc. Consultant represents and warrants to City that
they have all licenses, permits, qualifications and approvals of whatsoever nature, which
are legally required for Consultant to practice his profession. Consultant represents and
warrants to City that Consultant shall, at his sole cost and expense, keep in effect or
obtain at all times during the term of this Agreement any licenses, permits, and
approvals which are legally required for Consultant to practice his profession.
16. Time. Consultant shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary for satisfactory
performance of Consultant's obligations pursuant to this Agreement. Neither party shall
be considered in default of this Agreement to the extent performance is prevented or
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delayed by any cause, present or future, which is beyond the reasonable control of the
party.
l7. [nsurance.
a. Public Liability. During the term of this Agreement, Consultant
shall maintain in full force and effect a policy of public liability insurance
with minimum coverage's as follows: $1,000,000 for injury to one person
in any one occurrence; $1,000,000 aggregate; and, $50,000.00 for property
damage. Consultant shall cause the City, its officials and employees to be
named on all liability policies described above as insured as respects: (1)
activities performed for the City by or on behalf of the named insured, (2)
products and completed operations of the Named Insured, and (3)
premises owned, leased or used by the Named Insured.
b. Worker's Compensation. During the term of this Agreement,
Consultant shall fully comply with the terms of the law of Florida
concerning worker's compensation. Said compliance shall include, but not
be limited to, maintaining in full force and effect one or more policies of
insurance insuring against any liability Consultant may have for worker's
compensation.
18. Consultant Not Agent. Except as the City may specify in writing,
Consultant shall have no authority, express or implied to act on behalf of City in any
capacity whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
19. Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the removal of any
person or persons assigned by Consultant to perform services pursuant to this
Agreement, Consultant shall remove any such person immediately upon receiving
notice from City of the desire of City for the removal of such person or persons.
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20. Standard of Performance. Consultant shall perform all services
required pursuant to this Agreement in the manner and according to the standards
observed by a competent practitioner of the profession in which Consultant is engaged
in the geographical area in which Consultant practices his/her profession. All products
of whatsoever nature, which Consultant delivers to City pursuant to this Agreement,
shall be prepared in a substantial and workmanlike manner and conform to the
standards of quality normally observed by a person practicing in Consultant's
profession.
21. Reports, Charts or Other Products. All reports, charts and other
products resulting from the performance of this agreement are the property of the City.
22. City Representative. The City Manager or his/her designee is the
representative of the City and will administer this Agreement for the City.
23. Termination. This Agreement may terminate on thirty (30) days written
notice by either party, or within such time as both parties may find necessary to
conclude the work in progress and to summarize Consultant's findings. Termination
shall not affect the payment of any compensation due MMC. In the event of
termination under this Section, City shall pay Consultant for services performed up to
the effective date of termination for which Consultant has not been previously paid.
Because the services performed by Consultant prior to termination may result in City's
receipt of revenue after termination and because this receipt of revenue entitles
Consultant to payment from the City even after termination, City agrees to provide to
Consultant after termination of this Agreement such information as is necessary to
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enable Consultant to calculate the compensation due to Consultant as a result of this
receipt of revenue by the City. The Consultant shall maintain the confidentiality of this
information.
24. Whole and Entire Agreement. This instrument contains the whole and
entire agreement of the parties hereto and correctly sets forth the rights, duties and
obligations of each to the others as of its date. Any prior agreements, promises,
negotiations or representations not expressly set forth in this Agreement are of no force
and effect.
25. Equal Employment Opportunity. During the performance of this
Agreement, Consultant, for itself, its assignees and successors in interest, agrees as
follows:
a. Compliance With Regulations: Consultant shall comply with the
Executive Order 11246 entitled "Equal Employment Opportunity": as
labor regulations (41 C.F.R. Part 60), hereinafter referred to as the
"Regulations."
b. Nondiscrimination: Consultant, with regard to the work performed
by it after award and prior to completion of the work pursuant to this
Agreement, shall not discriminate on the ground of race, color, religion,
sex or national origin in the selection and retention of subcontractors,
including procurements of materials and leases of equipment.
MBIA MuniServices Co.
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c. Solicitation for Subcontractor Including Procurements of
Materials and Equipment: In all solicitations either by competitive
bidding or negotiations made by Consultant for work to be performed
under any subcontract, including procurements of materials or equipment,
such potential subcontractor or supplier shall be notified by Consultant of
Consultant's obligation under this Agreement and the Regulations relative
to nondiscrimination on the ground of race, color, religion, sex or national
origins.
d. Information and Reports: Consultant shall provide all information
and reports required by the Regulations, or orders and instructions issued
pursuant thereto, and will permit access to its books, records, accounts,
other sources of information and its facilities as may be determined by the
City to be pertinent to ascertain compliance with such Regulations, orders
and instructions. Where any information required of Consultant is in the
exclusive possession of another who fails or refuses to furnish this
information, Consultant shall so certify to the City and shall set forth what
efforts it has made to obtain the information.
e. Sanctions for Noncompliance: In the event of noncompliance by
Consultant with the nondiscrimination provisions of this Agreement, the
City shall impose such contract sanctions as it may determine to be
appropriate, including, but not limited to:
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(1) Withholding of payments to Consultant under the contract
until Consultant complies;
(2) Cancellation, termination, or suspension of the Agreement,
in whole or in part.
f. Incorporation of Provisions: Consultant shall include the
provisions of paragraphs "a" through "e" in every subcontract, including
Regulations, order, or instructions issued pursuant thereto. Consultant
shall take such action with respect to any Regulations, order or
instructions issued pursuant thereto. Consultant shall take such action
with respect to any subcontract or procurement as the City may direct as a
means of enforcing such provisions including sanctions for
noncompliance. In the event the Consultant becomes involved in, or is
threatened with, litigation with a subcontractor or supplier as a result of
such direction, the Consultant may request City to enter such litigation to
protect the interests of the City.
26. Confidentiality. Consultant agrees that it shall keep all information it
receives concerning City taxpayers confidential and that it shall not use this information
for any purpose other than as expressly provided in this Agreement or otherwise
expressly consented to by City.
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27. Notices. Any notice to be given ti-om one party to the other pursuant
to this Agreement shall be deposited with the United States Postal Service postage
prepaid and addressed as follows:
To City: ~. ~ - _ .t ,.~.+v- ~r~r ,-.SS
1 \ ~ - _ ~ ~ ~ .5 ~ n -Its ~ sra c l `'k 3 ~{
J ~. - ~ c_ J.. ~"
To Consultant: ~3-~ -~i~'~r ~e ' ~ ~C ~~ F ~ir'd ~
Nothing in this Paragraph shall be construed to prevent the giving of notice by personal
service.
28. Exhibits. Al1_ Exhibits referred to herein are attached hereto and are by
this reference incorporated herein.
29. Counterparts. This Agreement shall be signed by the parties in two (2)
original counterparts, both of which shall constitute but one (1) Agreement.
EXECUTED as of the day and year first above stated.
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CITY OF WINTER SPRINGS,
A Municipal Corporation
By: '~u~l~ ~~% --
Title: C, •, -~~, ,-.r.~r.c_> ~~r- --
MBIA MuniServices Co.
Page 12 of 18
Date: ~ ~L~.~ti ~P ~vL
ATTEST:
~.e,~,c.~ CITY CLERK
ATT O FORM:
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CITY ATTORNEY
MBIA MuniServices Company/MMC
By:
Marc Herman
Title: Chief Operating Officer
Date:
MBIA MuniServices Company/MMC
j
By: _ -
evin Cerutti
Title: Chief Financial Officer
Date: /y~3~0 ~
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M[3IA MuniServices Co.
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E;XI-IIQIT A
PROPF,Rr['Y TAX DISCOVERY SERVICES
MBIA MuniServices Company (MMC) proposes to provide to the City of Winter
Springs, Florida (City) property tax discovery services. The background, objectives,
scope of services, timing and compensation are set forth as follows:
BACKGROUND AND OBJECTIVES
It is common for cities to be deprived of property tax revenue to which they are entitled.
This is largely due to administrative and procedural errors and omissions related to the
assessment and assignment and/or coding of properties within City boundaries.
Administrative and procedural errors and omissions are virtually assured given the non-
standard, complex nature of state and locally assessed property taxes with regard to
applicability, millage rates, exceptions, exemptions, and procedural inconsistencies.
Human fallibility, fragmented responsibilities, reduced staffing and staffs turnover further
compound the problem.
Because there are time limitations on the City's ability to recover tax revenue that has
been understated or incorrectly allocated, it is incumbent upon the City to detect these
property tax deficiencies as quickly as possible, before they become unrecoverable.
The objective of MMC's property tax discovery services is to assist the City in realizing
all of the tax revenue to which it is entitled from the taxable valuations within its
jurisdiction. MMC's property tax discovery services result in the detection and
documentation of errors and omissions causing deficiencies and thereby recover tax
revenue that would not otherwise have been realized by the City.
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PROPERTY TAX DISCOVERY PROCEDURES
The scope of services includes, but is not limited to, MMC providing the services
summarized as follows:
^ Meet with designated City staff to review discovery service objectives and
scope, procedures, county/public agency relations and logistical matters; we
will also establish an appropriate liaison with City management and staff and
logical checkpoints for measuring progress;
^ Establish a comprehensive, valid inventory of every parcel located within City
boundaries and the database elements needed to facilitate a comparative
analysis with the County's local real and personal taxable values;
^ Represent the City for the purpose of examining records pertaining to locational
coding of properties to identify properties that are within the City but are
miscoded to another jurisdiction resulting in reduced revenue to the City.
^ Represent the City for the purpose of examining records pertaining to
homestead exemptions, and utilizing MMC databases and others available to
MMC to identify improperly claimed homestead exemptions that are resulting
in non-payment and/or deficient payment of property tax to the City.
^ Represent the City for the purpose of examining records pertaining to taxable
valuations to identify and confirm errors/omissions that are resulting in non-
payment and/or deficient payment of property tax to the City.
^ For each error/omission/miscoding identified and confirmed, prepare
documentation to substantiate and facilitate recovery of tax revenue due from
prior periods (plus applicable interest and penalties, where appropriate) and
prevent recurring deficiencies in current and future years;
^ Prepare and forward to the County Property Appraiser and County Tax
Collector requests for corrective action of the noted errors;
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^ Meet with designated City staff to review and discuss our discovery service
tindings and recommendations; and
^ Provide additional assistance as necessary to support City in recovering and
preventing future revenue deficiencies.
TIMING AND REPORTING
MMC is prepared to commence the property tax service within 10 working days
following authorization. Annually, MMC shall provide the City with a report
summarizing discovery service progress to date.
MMC will undertake the property tax discovery effort by service segment, in the
following order: discovery of miscoded properties, discovery of improper homestead
exemptions, and discovery of unreported personal property tax. If the results of MMC's
effort indicates that MMC's performance-based fee for providing any segment of the
service is not likely to exceed the cost of providing it, MMC may cease providing that
segment of the service. In any case, such cessation of any segment of the service may
only occur after MMC has notified the City of the reasons for cessation and shall not
affect MMC's provision of any of the other service segments.
MMC shall deliver the initial set of the property tax discovery service reports within 90
to 180 working days following authorization and receipt of data necessary to conduct the
work. The City and MMC will mutually agree on the frequency and type of periodically
updated property tax discovery service reports to be provided thereafter.
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DATA AND FILE RETENTION
All data reports and other documentation (other than MMC's drafts, notes and internal
memorandum) shall become the property of the City upon termination of this Agreement
and upon payment in full of all compensation due MMC. Upon termination of this
Agreement and at the request of the City, MMC shall deliver all, or the designated
portions of such, to the Client within 90 days of such request. Absent such a request from
the City after 90 days, MMC shall have the authority to archive and or destroy such
information. MMC does not warehouse data (magnetic media on computer disk drives)
and will not retain data used to perform the contracted services, except for data that is
available through "Public Domain." All magnetic media will be returned to the City
immediately after it has been processed by MMC. All Data that has been derived from
"Public Domain" data is the property of MMC.
COMPENSATION
MMC's compensation for providing the property tax discovery service is 35% of the
additional tax revenue realized by the City as a result of MMC detecting and
documenting the error(s)/omission(s) causing the property tax deficiencies. Said 35%
apply to the additional revenue realized by the City during the first 3 years following
correction. MMC will also pursue recovery of revenue for eligible prior periods, if any.
For retroactive adjustments MMC's 35% shall apply to the amount of the adjustment.
Under this arrangement, the City agrees to notify MMC within 10 days following receipt
by the City of payments resulting from MMC's discovery service. Upon the City's
receipt of payment, MMC will then invoice the City for its fee. Earned compensation is
due and payable upon receipt of invoice.
City agrees that it will pay all MMC invoices within thirty (30) days of receiving the
invoice. If City does not make payment within thirty (30) days of receiving MMC's
invoice and does not dispute the billing in writing, MMC has the discretion to collect one
percent (1%) interest per month for each month the invoice remains unpaid.
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If said property tax deficiencies are detected and documented during the teen of this
Agreement, but not collected by the City until after this Agreement has expired, City
shall nevertheless pay Consultant its fee, including interest and penalties, upon receipt of
the revenue.
All expenses incurred by MMC in providing the property tax discovery service are
absorbed by MMC. These expenses include items such as salaries and benefits,
insurance, airfare, auto rentals, meals, lodging, keypunching, computer processing,
clerical, communications (e.g. meetings, telephone, mail, etc.) photocopying, overhead
and miscellaneous out-of-pockets for consumable supplies and research materials etc.
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/rIQ~ MBIA MuniServices Company
October 7, 2002
Louise C. Frangoul, CPA
Director of Finance
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708
Dear Ms. Frangoul:
MBIA MuniServices Company The Curtis Center
Independence Square West
Suite 507 East
Philadelphia, PA. 19106
215.574.8533
800.627.3491
Fax: 215.923.0739
Enclosed you will find an original Agreement to Provide Revenue Enhancement
Services for the City of Winter Springs Florida that has been executed by the City and
MBIA MuniServices Company. This is an original executed contract that should be
retained by the City for their records.
We will be contacting you shortly to discuss our plans to begin providing the
Property Tax Discovery Service.
If you have any questions, or need additional information feel free to contact me at
215.982.4045 or toll free at 800.800.8181 extension 4045.
Regards,
.a'
Patrick Scott
Director, Client Services
Enclosure