ARBITRAGE COMPLIANCE SERVICES RETAINER AGREEMENTARBITRAGE COMPLIANCE SERVICES RETAINER AGREEMENT
THIS AGREEMENT made this Jrday ofoj%&&, 2009 by and between
the CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA (the "City'),
P.O. Box 4748, Clearwater, Florida 33758-4748, and the Arbitrage Consultant of
ARBITRAGE COMPLIANCE SPECIALISTS, INC ("ACS"), 5975 S. Quebec St.
#205, Centennial, CO 80111.
WITNESSETH:
WHEREAS, the City wishes to retain a consultant to provide assistance to
the City in connection with IRS arbitrage compliance requirements for five (5)
years; and
WHEREAS, pursuant to the City's request for proposals, ACS has been
selected to provide the desired services on terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the promises and mutual
covenants contained herein contained, the parties do hereby agree as follows:
SECTION 1. AUTHORIZATION TO PROCEED AS ARBITRAGE
CONSULTANTS. ACS is hereby authorized to provide Arbitrage consulting
services as described in this Agreement and for the professional fees described
in this Agreement.
SECTION 2. TERM. This Agreement will be effective for five (5) years
from the date of execution.
SECTION 3. ARBITRAGE CONSULTING SERVICES. ACS hereby
agrees to provide its professional services and facilities in connection with all
applicable report(s) opining to the arbitrage compliance liability for the tax-
exempt debt and related services for the City subject to the conditions and in
consideration of the payment of fees set forth herein.
SECTION 4. PROFESSIONAL FEES FOR ARBITRAGE CONSULTING
SERVICES.
A. The City and ACS agree to the following schedule of fees in connection
with arbitrage consulting services:
ACS agrees, at the request of the City, to perform all services in
accordance with the fee schedule listed in Addendum 1 attached hereto. As the
City issues additional bonds in the future the following fee schedule will apply:
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Annual Fees Per Issue
Gross Proceeds Spent before the Computation Period
Annual Calculation Fee for the Debt Service Residual O $300
Gross Proceeds Remain During Computation Period
Annual Calculation Fee O $650
Other: 5500 for I" year period
Refunding Bonds With No Other Gross ProceedsO 5300 annually thereafter
OPossible Reduction in Fees: For new money issues, after all gross proceeds
(project funds, cost of issuance funds, reserve funds, and capitalized interest
funds) have been spent; ACS' fee will be lowered from $650 per bond, per year
to $300 per bond, per year. This minimal fee will ensure compliance with all
applicable provisions of the Code, and most importantly, include the Debt Service
Fund in the calculation through the maturity date of each debt issue. For
refunding debt issues, $500 will be charged for the first 12 month period of the
debt; fees will be reduced to $300, per year, annually thereafter to ensure
compliance with the applicable provisions of the Code, including all Debt Service
Funds.
SECTION 5. INDEMNIFICATION AND INSURANCE. ACS agrees to
protect, defend, indemnify and hold the City and its officers, employees and
agents free and harmless from and against any and all losses, penalties,
damages, settlements, costs, charges, professional fees or other expenses or
liabilities of every kind and character arising out of or due to any negligent act or
omission of ACS, its employees, agents and subcontractors in connection with or
arising directly or indirectly out of this Agreement and/or the performance hereof.
Without limiting its liability under this Agreement, ACS shall procure and maintain
during the life of this Agreement professional liability insurance of at least
$2,000,000. This provision shall survive the termination of this Agreement.
SECTION 6. CONFLICT OF INTEREST. It is understood by the City and
ACS that ACS is not aware of any clients of ACS that currently present any
conflict between the interest of the City and other clients of ACS. If any potential
conflict of interest arises during the time ACS is representing the City, ACS will
promptly inform the City. The City is under no obligation to agree to permit the
conflict representation.
SECTION 7. CONSTRUCTION AND AMENDMENTS. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Florida. This Agreement may be amended only by a writing duly entered into by
the City and ACS.
SECTION 8. CANCELLATION OF AGREEMENT. The City may cancel
or terminate this Agreement upon thirty days advance written notice to ACS. In
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the event of cancellation, ACS shall immediately cease work hereunder and
shall be reimbursed for eligible and documented reimbursable expenses
incurred prior to the date of cancellation.
IN WITNESS WHEREOF, the City and ACS have executed this Agreement
as of the date first written above.
Countersigned:
CITY OF CLEARWATER, FLORIDA
?' BY=
Frank V. Hibbard William B. Horne, II
Mayor City Manager
Approved as to form: Attest:
e
_'o k k 4u'- ?'
Pamela K. A in C n is E. Goudeau ?~
City Attorney Cit y_ylerk m
Witnesses:
c?bZ--
Ck';5+.&, Rost
Arbitrage Compliance Specialists, A
By:
Doug ahnke
Title: Director, Vice President
?y S?oFr?
?r f
Page 3 of 4
ADDENDUMI
GUARANTEED TOTAL FEES PER CONTRACT YEAR
Fee to Bring u _,_._...?_.._..?
Calculations Current
to for Each Bond's Fee .for Fee for Fee for Fee for
Anniversary date FY ending FY ending FY end Dg FY ending
Outstanding Bond Issues before 9/30/10
ending )/30/11
? 9/30/12 9/30/
13
9/30/14
2001 Irnrovement Revenue _
$650 $650 _
$650 $650 $650
2001 Sales Tax Infrastructure $300 r
0 $0 $0 $0
Revenue
2002 Spring Training Facility $300 U $300 $300 $300
Revenue
2002 Stonnwatcr System Revenue $650 $650 $650 $650 $650
2002 Water & Sewer System _
$650 $650 $650 $650 $650
Revenue
-
--
_
-- - ---
.... ..........
_...
............
2003 Wat...r-k
ewer System
Sewer $650 $55U $650 $650
6511
$
Revenue
_
2004 Gas System Revenue $300 $300 $300 $300 $300
2004 Stormwater System Revenue $650 $650 $650 $650 $650
2005 Stormwater System Revenue $300 $300 $300 $300 5300
2005 Gas System Revenue $300
. $300 $300 $300 f $300
?.
2006 Water & Sewer System. _.._....
_
.....
$650
$650
$650
$650
$650
Revenue
2007 Gas System Revenue $650 $650 $300 $300 5300
2008Improvement Revenue $650 $650 $650 $650 $650
2009A Water & Sewer Revenue
2009B Water & Sewer Revenue $650 $650 $650 $650 $650
Refundin
Maximum Total Fee per Fiscal
$7,350 $7,050 $6,750 $6,750 $6,750
Year
•Possible Reduction in Fees: ACS has quoted an all inclusive calculation fee per bond issue,
per year. The fee covers all services as requested in Section B of the RFP. For new money
issues, after all gross proceeds (project funds, cost of issuance funds, reserve funds, and
capitalized interest funds) have been spent; ACS' fee will be lowered from $650 per bond, per
year to $300 per bond, per year. This minimal fee will ensure compliance with all applicable
provisions of the Code, and most importantly, include the Debt Service Fund in the calculation
through the maturity date of each debt issue. For refunding debt issues, $500 will be charged for
the first 12 month period of the debt; fees will be reduced to $300, per year, annually thereafter to
ensure compliance with the applicable provisions of the Code, including all Debt Service Funds.
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