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FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICESFirst Amendment to Agreement for Professional Services This Amendment is made and entered into this 1st day of January, 2015, by and between the City of Clearwater, Florida (CITY) and Arbitrage Compliance Specialists, Inc (CONSULTANT). WHEREAS, on October 30, 2009, the City and Consultant entered into an Agreement for professional services: and WHEREAS, the agreement term expired October 30, 2014; and WHEREAS, it is deemed to be in the City's best interests to extend the agreement with the consultant per the results of a recently completed request for quotes process. NOW THEREFORE, in consideration of the premises and the mutual benefits which will occur to the parties hereto in carrying out the terms of this Amendment, it is mutually understood and agreed as follows: SECTION 1: The term of the agreement per Section 2 is extended through October 30, 2015. SECTION 2: The Scope of services provided per Section 3. SECTION 3: The fees per Section III (A) are amended to include the following fees for the extended term of the agreement: Fees remain unchanged. SECTION 4: All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the City and Consultant have executed this agreement as of the date first written above. ARBITRAGE COMPLIANCE SPECIALISTS, INC., fri, Aji elp„/1 Countersigned: CITY OF CLEARWATER, FLORIDA Approved as to form: 4[ Pam Akin, Esq. City Attorney By: 's ! _ ulAA4 Q, 'E. William B. Horne II City Manager Attest: Rosemarie Call City Clerk ARBITRAGE COMPLIANCE SERVICES RETAINER AGREEMENT THIS AGREEMENT made this 3pday of(,,, 2009 by and between the CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA (the "City"), PD. 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; Page of4 °Possible 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 wdl 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, induding 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 direly or indirectly out of this Agreement andtor 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 Page -2 of 4 Annual Fees Per Issue Gross Proceeds Spent before the Computation Period $300 $650 Annual Calculation Fee for the Debt Service Residual 0 Gross Proceeds Remain During Computation Period Annual Calculation Fee 0 Other: Refunding Bonds With No Other Gross Proceeds° $500 for VI year period $300 annually thereafter °Possible 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 wdl 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, induding 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 direly or indirectly out of this Agreement andtor 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 Page -2 of 4 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 CLEARWATE R, FLORIDA Frank V. Hibbard Mayor Approved as to form: g K. Akin City Attorney Witnesses: By: William B. Home, II City Manager Attest: Arbitrage Compliance Specialists, By: Doug ahnke Title: Director, Vice President Page 3 of ADDENDUM 1 GUARANTEED TOTAL FEES PER CONTRACT YEAR Outstanding Bond Issues Fee to Bring Calculations Current to for Each Bond's Anniversary date ending before 9/30/10 Fee for FY ending 9/30/11 Fee for FY ending 9/30,12 Fee for FY ending 9/30/13 Fee for FY ending 9/30/14 2001 hnprovement Revenue $650 $650 $650 5650 $650 2001 Sales Tax Infrastructure Revenue $300 50 50 50 $0 2002 Spting Training Facility Revenue $300 $300 5300 S300 $300 2002 Stormwater System Rcvcnue $650 $650 $650 $650 5650 2002 Water & Sewer System Revcnue $650 $650 $650 $650 $650 2003 Water & Sewer System Revenue $650 $650 $650 5650 $650 2004 Gas System Revenue 5300 $300 $300 $300 5300 2004 Stormwater System Revenue $650 $650 $650 $650 $650 2005 Stormwater System Revenue $300 $300 $300 $300 $300 2005 Gas System Revenue $300 5300 $300 $3(X) $300 2006 Water & Sewer System Revenue $650 5650 5650 $650 5650 2007 Gas System Revenue $650 $650 $300 $300 5300 2008 Improvement Revenue $650 $650 $650 $650 $650 $650 $650 S650 $650 2009A Water & Sewer Revenue $650 2009B Water & Sewer. Revenue Refunding Maximum Total Fee per Fiscal Year 57,350 $7.050 56,750 56,750 56,750 •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 El 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 5300 per bond, per year. This minimal fec 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 an Debt Service Funds.