CONTRACT TO PROVIDE ARBITRAGE COMPLIANCE SERVICESCONTRACT
THIS CONTRACT, entered into this (l' day of j )I n1 ,
2016, by and between the CITY OF CLEARWATER, a Florida municipal
corporation, hereinafter referred to as "City, " P.O. Box 4748, Clearwater, Florida
33758 and Arbitrage Compliance Specialists, Inc. ( "ACS "), a Colorado
corporation, hereinafter referred to as "ACS ", 5975 Quebec St. #205, Centennial,
Colorado 80111.
WHEREAS, the City finances Iong -term capital projects with tax- exempt
bond issues and seeks a qualified firm to provide arbitrage compliance services;
and
WHEREAS, ACS agrees to Provide appropriate advisory services to the
City to ensure compliance with arbitrage regulations concerning but not limited to
various areas such as spending exceptions, and yield restrictions;
NOW THEREFORE, in consideration of the promises stated herein, the
City and ACS mutually agree as follows:
1. SCOPE OF PROJECT.
ACS agrees to provide arbitrage services under the terms and conditions
set forth in Request for Proposal (RFP) No. 40 -16, Arbitrage Compliance
Services, and ACS's response dated 7- 25 -16, and described in attached Exhibit
A - Scope of Work.
2. TIME OF PERFORMANCE.
The initial Contract Term shall commence on October 1, 2016 and end
September 30, 2021. The City reserves the right to extend the term of this
contract, provided however, that the City shall give written notice of its
intentions to extend this contract no later than thirty (30) days prior to the
expiration date of the contract.
3. COMPENSATION.
The City will pay ACS as described in attached Exhibit B -- Fee
Schedule, inclusive of all reasonable and necessary direct expenses, if
applicable. The City may, from time to time, require changes in the scope of the
project of ACS to be performed hereunder. Such changes, including any
increase or decrease in the amount of ACS's compensation and changes in the
terms of this Contract which are mutually agreed upon by and between City and
ACS shall be effective when incorporated in written amendment to this Contract.
4. METHOD OF PAYMENT.
ACS's invoices shall be submitted to the City for approval for payment on
a monthly basis. The City agrees to pay after approval under the terms of the
Florida Prompt Payment Act F.S. 218.70.
The City's performance and obligation to pay under this Contract is
contingent upon an annual appropriation of the City's budget.
5. NOTICES AND CHANGES OF ADDRESS.
Any notice required or permitted to be given by the provisions of this
Contract shall be conclusively deemed to have been received by a party hereto
on the date it is hand delivered to such party at the address indicated below (or
at such other address as such party shall specify to the other party in writing), or
[A04 -09821 1190396/1) Page 2 of 6
if sent by registered or certified mail (postage prepaid) on the fifth (5th) business
day after the day on which such notice is mailed and properly addressed.
ACS City of Clearwater
Doug Pahnke, CPA
Managing Director
5975 S. Quebec St. #205
Centennial, Colorado 80111
Telephone (800) 672 -7526
Fax (800) 756 -6505
Brian Jay Ravins
Finance Director
P.O. Box 4748
Clearwater, Florida 33758
Telephone (727)562 -4538
Fax (727) 562 -4535
6. TERMINATION OF CONTRACT.
Termination by the City is pursuant to RFP No. 40 -16 Terms and
Conditions.
7. INDEMNIFICATION AND INSURANCE.
ACS agrees to comply with all terms, provisions, and requirements
contained in RFP No. 40 -16, made a part hereof as if said document were fully
set forth at length herein.
8. PROPRIETARY MATERIALS.
Upon termination of this Contract, ACS shall transfer, assign and
make available to City or its representatives all property and materials in ACS's
possession belonging to or paid for by the City.
9. INTERESTS OF PARTIES.
ACS covenants that its officers, employees and shareholders have
no interest and shall not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance and/or provision of
services required under the terms and conditions of this Contract.
[A04 -09821 /190396/1] Page 3 of 6
10. CONFORMANCE WITH LAWS.
(ACS) agrees to comply with all applicable federal, state and local laws during
the life of this Contract.
11. ATTORNEY FEES.
In the event that either party seeks to enforce this Contract through attorneys at
law, then the parties agree that each party shall bear its own attorney fees and
costs.
12. GOVERNING LAW AND VENUE.
The laws of the State of Florida shall govern this Contract, and any action
brought by either party shall lie in Pinellas County, Florida.
13. CONDITIONS AND ASSURANCES.
A. Access to Records: Consultant agrees that Client or any of its
duly authorized representatives shall have access to any books,
documents, papers, and records of the Consultant for the
purposes of making audit, examination, excerpt, and transcripts.
B. Retention of Records: The Consultant will be required to comply
with Section 119.0701, Florida Statutes, specifically to:
a. Keep and maintain public records required by the City of
Clearwater to perform the service;
b. Upon request from the City's Custodian of Records,
provide the City of Clearwater with a copy of the
requested records or allow the records to be inspected or
[A04 -09821 /190396/1] Page 4 of 6
copied within a reasonable time at a cost that does not
exceed the cost provided in Chapter 119 or as otherwise
provided by law;
c. Ensure that public records that are exempt or confidential
and exempt from public records disclosure requirements
are not disclosed except as authorized by law for the
duration of the contract term and following completion of
the contract if the contractor does not transfer to the City
of Clearwater, and
d. Upon completion of the contract, transfer, at no cost, to
the City of Clearwater all public records in possession of
the contractor or keep and maintain public records
required by the City of Clearwater to perform the service.
If the Consultant transfers all public records to the City of
Clearwater upon completion of the contract, the
Consultant shall destroy any duplicate public records that
are exempt or confidential and exempt from public
records disclosure requirements. If the Consultant keeps
and maintains public records upon completion of the
contract, the Consultant shall meet all applicable
requirements for retaining public records. All records
stored electronically must be provided to the City of
Clearwater, upon request from the City of Clearwater's
1A04 -09821 /190396/1] Page 5 of 6
Custodian of Public Records, in a format that is
compatible with the information technology systems of
the City of Clearwater.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS, ROSEMARIE CALL AT 727 -562-
4090, rosemarie .call @myclearwater.com, and /or 112 S. Osceola Ave.,
Clearwater, FL, 33617
IN WITNESS WHEREOF, the parties hereto have executed this Contract
as of the date set forth above.
Countersigned:
— G(WOrte'\ c Q. V,0$
George N. Cretekos
Mayor
A raved as o form:
�
l
i
Pamela K. n
City Attorney
Attest:
Print Name:
Secretary
[A04 -09821 /19039611j
CITY OF CLEARWATER, FLORIDA
By:
4d2Ai'1 )8.1Amick
William B. Horne II
City Manager
Attest:
Rosemarie CaII
City Clerk
Arbitrage Compliance Specialist, Inc.
By:
Print Name:
Title:
Page 6 of 6
Exhibit A- Scope of Work
Scope of Work
Annually: prepare the required computations and rebate reports to determine the amount of arbitrage rebate, if
any, due to the Internal Revenue Service for each outstanding tax - exempt bond issue as of September 30.
Complete the IRS Form 8038 -T for filing with the IRS. When appropriate confirm that a Debt Service Fund meets
the requirements of a bona fide debt service fund.
Provide appropriate advisory services to the City to ensure compliance with arbitrage regulations
concerning but not limited to various areas such as spending exceptions, and yield restrictions.
Calculation Services
1. Review the documents related to the debt issue to include the Official Statement, Tax Certificate, IRS
Form 8038 -G and CPA Verification Report.
2. Complete an in -depth analysis of the debt structure by our in -house tax attorney to determine if the debt
issue is subject to rebate and /or yield restriction and identify applicable exceptions.
3. Monitor IRS filing deadlines, election requirements and restricted periods in our database tracking
system to ensure timely reporting.
4. Perform the rebate, yield restriction /yield reduction or spending exception /penalty calculations in
compliance with Internal Revenue Code of 1986.
5. Provide calculations with legal opinion and CPA certified professional opinion that can be relied upon by
the City regarding the liability. The report will provide supporting documentation to include the
calculation method employed, assumptions and conclusions.
6. Prepare payment Form 8038 -T with detailed filing instructions for accurate and timely filing to the IRS, if
applicable.
Support Services
7. Discuss the report and findings to ensure a complete understanding of the procedures and
recommendations in such report.
8. Prepare a debt compliance monitoring schedule that identifies all- important relevant information by
issue including prior calculations, liability amounts, future calculation due dates and important status
notes.
9. Advise on how future changes in the Tax Code may affect the debt issue.
10. Provide technical assistance and consultation in matters related to the arbitrage compliance regulations.
11. Assist in the IRS record retention requirements, which include storage of records related to the debt
issue.
12. Provide no cost audit support in the event of an IRS audit.
Exhibit B- Fee Schedule
Fixed Project Fee Schedule
Fees are quoted on a per project basis for the arbitrage rebate calculation and report portion of this fee
schedule.
i. Annual calculation fee, per debt issue, if gross proceeds remain during the current computation period.
Includes spending exception analysis, yield restriction analysis, transferred proceeds analysis, commingled
fund analysis and bona fide debt service fund analysis.
Fee per year of calculation: $495.00*
Estimated hours per calculation: 5 -10 hours
Price increase for years two (2) through five (5), and each applicable extension(s): $0.00, ACS will not
increase the price.
* Reduction in annual calculation fee, per debt issue, if gross proceeds were spent prior to the current
computation period. Includes bona fide debt service fund analysis (other types of analysis would be
unnecessary).
Fee per year of calculation: $100.00
Estimated hours per calculation: 1- 3 hours
Price increase for years two (2) through five (5), and each applicable extension(s): $0.00, ACS will not
increase the price.
Hourly Fee Schedule
Licensed Manager (Tax Attorney)
Fee per hour - $0.00 (Waived. Normally $250.00 per hour.)
Licensed Manager (CPA)
Fee per hour - $0.00 (Waived. Normally $150.00 per hour.)
Non - Licensed Manager (Managing Director, Vice President)
Fee per hour - $0.00 (Waived. Normally $75.00 - 125.00 per hour.)