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HomeMy WebLinkAboutArbitrage Compliance Specialists, Inc - 2014-09-10Name of Contractor: Arbitrage Compliance Specialists, Inc Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park Arbitrage rebate compliance services Amount of Contract: $15,000 Copy of contract distributed to: The original insurance certificate/waiver distributed Initiating Dept. Z to Risk Management Z Finance Dept. F-1 ORIGINAL bonds sent to Treasurer F1 Name/Extension City Attorney's Office A - Date: 91 '16 17 '91104o 911 U/ I G:AttyMisc/Contract Fonns/City Clerk Transmittal 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ARBITRAGE COMPLIANCE SPECIALISTS, INC. FOR ARBITRAGE REBATE COMPLIANCE SERVICES Table of Contents Scopeof Services ..................................................................................................... I CityStaff Assistance ................................................................................................ 2 Term; Time of Performance ..................................................................................... 2 Compensation.......................................................................................................... 2 ExtraWork ............................................................................................................... 2 Methodof Payment .................................................................................................. 3 Disposition of Plans, Estimates and Other Documents ........................................... 3 HoldHarmless ......................................................................................................... 3 Professional Liability Insurance ............................................................................. 4 Certificate of Insurance ............................................................................................ 5 Independent Contractor ............................................................................................ 6 Termination of Agreement ....................................................................................... 6 Assigm-nent and Delegation ...................................................................................... 6 Copyrights/Patents ................................................................................................... 7 City Employees and Officials .................................................................................. 7 Notices......................................................................................... 7 Consent.................................................................................................................... 8 Modification............................................................................................................. 8 SectionHeadings ..................................................................................................... 8 Interpretation of this Agreement .............................................................................. 8 DuplicateOriginal .................................................................................................... 9 Immigration............................................................................................................... 9 Legal Services Subcontracting Prohibited ................................................................ 9 Attorney's Fees .......................................................................................................... 10 Survival..................................................................................................................... 10 GoverningLaw ......................................................................................................... 10 Signatories................................................................................................................. 10 Entirety...................................................................................................................... 10 EffectiveDate ................................................................................. I I PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ARBITRAGE COMPLIANCE SPECIALISTS, INC. FOR ARBITRAGE REBATE COMPLIANCE SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and ARBITRAGE COMPLIANCE SPECIALISTS, INC., a Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide arbitrage rebate compliance services; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: I . SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Robert Goubert who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/surfnet/professional svcs to $49 10/12 1 of I I 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on S. 20 14' (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 3 years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Fifteen Thousand Dollars ($15,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such agree/surfnet/professional svcs to $49 10/12 2 of 11 work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indenmity shall apply to all claims and liability regardless of whether any insurance policies are agree/surfnet/professional svcs to $49 10/12 3 of 11 applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to agree/surthet/professional svcs to $49 10/12 4 of 11 forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agree/surffiet/professional sves to $49 10/12 5 of 11 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. agTee/suffnet/professional svcs to $49 10/12 6 of 11 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section I hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Dahle Bulosan 2000 Main Street Huntington Beach, CA 92648 agree/surfnet/professional svcs to $49 10/12 7 of 11 TO CONSULTANT: Arbitrage Compliance Services, Inc. 5975 S. Quebec St. #205 Centennial, CO 80111 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as agree/surfnet/professional svcs to $49 10/12 8 of 11 to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. agree/suffnet/professional svcs to $49 10/12 9 of I I 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this agree/surffiet/professional svcs to $49 10/12 10 of 11 Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, Arbitrage Compliance Specialist, Inc. COMPANY NAME By: print name ITS: Icircle on-) Chairman/Preside.�l<i—,,—::p7,,ii�I AP ED AS TO FORM: Y)-.7 1. Zen� City Attornep CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California 0 Date print name ITS: (circLe �cretary/Chief Financial Officer/Asst. Secretary Q:::J agree/surfnet/professional svcs to $49 10/12 11 of I I -Director/Chief (Pursuant To HBMC §3.03. 100) EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Arbitrage Compliance Specialists, Inc. (ACS) will provide the City with Arbitrage Rebate Compliance Services including the required arbitrage rebate, yield restriction/yield reduction, and spending exception calculations for the City's tax-exempt debt issues in compliance with the Tax Code. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Calculation Services 1. Review the documents related to the debt issue to include the Official Statement, Tax Certificate, IRS Form 803 8-G and CPA Verification Report. 2. Complete an in-depth analysis of the debt structure by our in-house tax attorney to detennine 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. EXHIBIT A Support Services 1. Discuss the report and findings to ensure a complete understanding of the procedures and recommendations in such report. 2. 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. 3. Advise on how future changes in the Tax Code may affect the debt issue. 4. Provide technical assistance and consultation in matters related to the arbitrage compliance regulations. 5. Assist in the IRS record retention requirements, which include storage of records related to the debtissue. 6. Provide no cost audit support in the event of an IRS audit for bond issues completed by ACS. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Investment Data: The City can expect their involvement to be limited to providing the contact name of the Bank Trustee. ACS will coordinate directly with the Trustee to have bank statements sent directly to our firm. 2. Bond Documents: ACS will coordinate directly with the City's Bond Counsel to be placed on the automatic bond document distribution list. 3. Provide access to data as required to perform the services. D. WORK PROGRAM/PROJECT SCHEDULE: IM-01 EXHIBIT A BITRAGE MPLIANCE June 9, 2014 E-CIALISTS Ms. Lori Ann Farrell, Finance Director City of Huntington Beach ("City") 2000 Main Street Huntington Beach, CA 92648-2702 Dear Ms. Farrell CONTRACT FOR ARBITRAGE COMPLIANCE SERVICES EXHIBIT A Arbitrage Compliance Specialists, Inc. ("ACS") is pleased to present our fees to provide arbitrage compliance services for the City. Our firm has distinctive legal and accounting experience with arbitrage compliance services dating back to the inception of the arbitrage rebate regulations of 1986. ACS is one of the most prominent and well -respected providers of arbitrage compliance services in the nation. ACS' staff members are accounting professionals who have extensive knowledge of governmental accounting, accounting allocation methods and legal interpretation skills to compute the lowest permissible liability allowed. We pride ourselves on our unprecedented commitment to each and every client we represent. This Agreement relates to the City's tax-exempt debt issues and shall become effective at the date of acceptance ("Acceptance Date") by the City and remain in effect for (3) years from Acceptance Date. The City may renew this Agreement for an optional (1) year period. The City or ACS can terminate th ' is Agreement upon a 30 day written notice and payment of any services to -date. ACS has provided our fee schedule to.encompass the various elements that we may encounter during the calculations. ACS' fees are derived by the number of years included in the calculation. The fees listed in the Bond Compliance Program Budgets for the period 10/1/14 to 9/30/17 provides fees for reports covering the applicable first (3) year period of the Agreement. Each calculation includes both a legal opinion and a CPA opinion to provide assurance that the calculations were completed according to Section 148(f) of the Internal Revenue Code of 1986 that governs the arbitrage rebate requirements (the "Tax Code"). We appreciate the opportunity to provide assistance to help the City comply with the IRS arbitrage compliance requirements. As always, if we may be of further assistance or if there are any questions, please do not hesitate'to call us at (800) 672-9993 ext. 7536. Sincerely, Arbitrage Compliance Spgcialists, Inc. Robert Goubert, Vice President Accepted by — Signature Print Name, Title Date 5975 S. Quebec St. #205 Centennial, Colorado 80111 800.672.9993 www.rebatebyacs.com Bond Compliance Program Budgets i ii - - 0 $10.835M Redevelopment Agency 1999 Tax Allocation Refunding Bonds $500,11,11, $500 _-_350W (Huntington Beach Redevelopment Project) ASAW $2.155M Community Facilities District No. 1990-1 2001 Special Tax Refunding 500 500 Bonds $20.9M Redevelopment Agency, 2002 Tax Allocation Refunding Bonds $500 NK 5 (Huntington Beach Redevelopment Project) low $4.9M Improvement Area A Community Facilities District No. 2002-1 $5W K'�11 01 � $500 (McDonnell Centre Business Park) Special Tax Bonds, 2002-A $12.5M 2004 Judgment Obligation Bonds �$500 N­­R ---------- ---------- $50Qx $14.745M Huntington Beach Public Financing Authority, Lease Revenue Refunding, Bonds, 2010 Series A Pin! $36.275M Huntington Beach Public Financing Authority, Lease Revenue 500 - ------ - -- ­­ - ----- ------ gl� Nk B Refunding Bonds, 2011 Series A $12.965M Conrmunity Facilities District No. 2000-1 (Grand Coast Resort) 2013 $500 WO 3U Special Tax Refunding Bonds $20.915M Conrmunity Facilities District No. 2003-1 (Huntington Center) 2013 $50M Special Tax Refunding Bonds Total *The City's Bond Issues requiring Arbitrage Rebate Compliance Services may change from year to year. Calculation Services I . 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. -2- 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 infori-nation 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 for bond issues completed by ACS. -3- EXHIBIT 661399 Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: B. Travel Charges for time during travel are not reimbursable. C. Billino, I All billing shall be done monthl in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; 13) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been I Exhibit B brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) Bond Compliance Prouram Bud S I 0,835M Reckvelopment Agency 1999 Tax Allocation Refunding Bonds �untinimon Beach Redevelopment Project) c ities District No. 1990-1 2001 Special Tax Refunding S11 55,\ o ... i 0 9M Redevelopment Agency. 2002 Tax Allocation Refunding Bonds wl �(i' ' " " (Huntington Beach Redevelopment Pr(Iject) S4,9M Improvenwot. Aren A Community Facilities District No. 2002-1 (McDonnell Centre Business 12,5M 2W4 Judgnicni Obligation Botick, �'-14�745M AlIntintilon Beach Public Financim-, AL111101-11�1. Leaw Revenue R� g�o.qs� 20 10 Series A Uaw Revenue eac Audi', S36.27-51M Huntington B �Fublic Fin nci-g Refundim-, Ronck, '0 11 Series A .. ................. .... acilities District No. 1-000- 1 (Grand Coast Resof i 120 13 Communitv F, Sp�,cial Tax Refundi-M! Bonds S20,915M Conmiunit% Facilities District No- 2003-1 (Huntington Center) 2013 Six-mal Tax Relundim! Bonds Total fi�'1-6i'y-`s B—om-1 l',,',",'-ues —requit"in—gA—rbitrage Rebate Compliance Services may change, fromyearto year. I . CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. Exhibit B 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B EXHIBIT "B" Payment Schedule I Charges for time during travel are nonnally not reimbursable and will only be paid if such time is actually used in perfonning services for CITY or as otherwise arranged with CITY. 2. - CONSULTANT shall be entitled to a full payment toward the fixed fee set forth herein in accordance with the following: CONSULTANT guarantees an annual fee per issue covering a three-year contract period with an option to extend the contract for an additional year as outlined in Exhibit A. Annual maximum fee per issue is $500. Totalfees shall not exceed $15, 000 for the three-year contract period. CONSULTANT agrees to inform the City when CONSULTANT is at the point Of reaching the maximum limit. CONSULTANT shall not continue with any work effort over the amount of the maximum limit unless first authorized in writing by the City authorized representative (s). 3. Delivery of work product: A copy of every memorandum, letter, report, calculation, and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each progress payment due. Such invoice shall: 1) Reference this Agreement; 2) Describe the services perfonned; 3) Show the total amount of the payment due; 4) Include a certification by a principal member of CONSULTANT's firin that the work has been perfonned in accordance with the provisions of this Agreement; and 5) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of perfonriance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past perfon-nance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is tenninated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work perfonned is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. ---ON . ARBIT-1 OP ID: AP CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDrYYYY) 1 0=012014 PRODUCER Phone: 970-24M661 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Western Group Inc - Montrose ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 640 East Main HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PO Box 788 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Montrose, CO 81402 Alex Perez INSURERS AFFORDING COVERAGE NAIC # INSURED Arbitrape Compliance INSURER K. State Auto Insurance 25135 S !a its% Inc. 5?7'5 S Quebec St It Suite 205 INSURER 8: Greenwood Village, CO 80111 INSURER C: INSURERD: INSURER E_' __ I --— THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CER71FICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A JADD'i IN-RRI, X TYPE OF INSURANCE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY POLICY NUMBER BOP261747002 POLICY EFFECTIVE DATE (MMIDD!YYYY1 0711812D14 POLICY -DATE tMOTWON, 07/1812DI 5 LIMITS EACH OCCURRENCE 2,000,000 DAMAGE T PREMISES (EaEKTED accurenm) S 300,DDO EXP (Any one person) $ 1 0,C)OC 7 CLAIMS MADE F5(]OCCUR _MED PERSONAL & ADV INJURY s 210DOIDD( GENERAL AGGREGATE 5 4,000,DOi GEKPL AGGREGATE LIMIT APPLIES PER pRDDUCTS - COMPIOP AGG $ 4,ODO,00( POLICY [7 PR11- JECT F7 LOG A AUTOMOBILE LIABILITY ANY AUTO BOP261747002 07/1812014 07/1812DIS COMBINED SINGLE LIMIT (Esacrident) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (PER PERSON) S BDDILY IWURY (PER ACCIDENT) X HIRED AUTOS NO"WNED AUTOS X PROPERTY DAMAGE (PERACCIDENT) S GARAGE LIABILITY ANYAUTO D ONLY - EA ACCIDENT OTHER THAN EAACC 6 AUTO ONLY: AGG EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE S AGGREGATE OCCUR F1 CLAIMS MADE DEDUCTIBLE $ RETENTION $ WORKFRS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER11DECUTIVE r-7 OFFICERNEMBER EXCLUDED? (Mandatory in NH) W I TOC"YSTIAIDUM I I I)ETRI i _- E L. EACH ACCIDENT 6 E.L. DISEASE - EA EMPLOYEE S EL DISEASE -POLICY LIMIT t If yes� describe under SPECIAL PROVISIONS below OTHER A Business Property BOP261747000 07/18120`14 0711 B1201 5 307,661 DESCRIPTION OF OPER4TIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Cerfificate Holder is Additional Insured HUNTINI SHOULD ANY OFTHEABOVE DESCRIBED POLICIES BECANCELLED BEFORETHE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS wRrrrEN City of Huntington Beach Fiscal Services Manager EKW-K;AIkHDLU1=KNAMt:L? 1U 1H=LEFrC%LFFFAttURET0DDSeSHftL IMPOSE NO OBLIGATION OR LIABIL17Y OF ANY )UND UPON THE INSURM ITS AGENTS OR 2000 Main St REPRESENTATIVES. Hunting ton, CO 92648 Ar,URD Z5 (ZIJU91111) The ACORD name and logo are registered marks of ACORD ARBIT-1 OP ID: AP ACORD 25 (2009/01) ACORD.. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNYYr 0812012014 PRODUCER Pinnacol Assurance 7501 E Lowry Blvd Denver, CO 80230-7006 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A.' Pinnacol Assurance 41190 Arbitrage Compliance Specialists Inc. 5975 S Quebec St #205 Greenwood Village, CO 80111 INSURER 8: INSURER C: INSURER D'. INSURER E, COVERAGES THE POLICIES OF INSUfaN-CE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWrTHSTANDNG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADUL POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE DF INSURANCE POLICY NUMBER DATE(MMIODNYYY) DATE(MMrDDM`YY) LIMITS GENERAL LIABILrrY EACH OCCURRENCE DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY CLAIMS MADE 7 OCCUR PREMISES MED EXP(Any one Pemon) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIERS PER: GENERAL AGGREGATE PRODUCTS - COMP/OP AGG -1 POLICY D PROJECTLI LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMtT ANY AUTO (Es Accident) BODILY INJURY ALL OWNED AUTDS SCHEDULED AUTOS (Per Demon) BODILY INJURY HIRED AUTOS NON -OWNED AUTDS (Per acaident) PROPERTY DAMAGE (Per accident) GARAGE LLAMUT`Y ANY AUTO AUTO ONLY - EA ACCIDENT OTHER THAN EA ACC AUTO ONLY: AG� EXCESSIUMBRELLA UuABIUT`Y OCCUR CLAIMS MADE EACH OCCURRENCE AGGREGATE DFDuc,nBLE RETENTION $ WORKERS COMPENSATION AND WC STATLI OTHER Ij A EMPLOYEFVS LJABIUT`Y ANY PROPRIETORIPARTNERIEXECLMVE 3358559 08/0112014 08/01/2015 TORY LIMITS E.L EACH ACCIDENT $1,000,000 F-L DISEASE - EA EMPLOYEE $1,0DO'Doo OFFICER/MEMBER EXCLUDED? F-L DISEASE - POLICY LIMIT simoma If yes, please describe under SPECIAL PROVISIONS balm OTHER DESCRIPTION OF OPEPATIONSILOr�ATIONSIVEHICLESIEXr�LUSIONS ADDED BY ENDORSEMENT/SPECIIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION 1557764 City of Huntington Beach Fiscal Services Manager 2000 Main Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEI I ED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR Huntington Beach, CA 92648 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Timothy Hurd ACORD 25(2001108) Underwriter ACORD CORPORATION 1988 CERTIFICATE HOLDER COPY City of Huntington Beach Fiscal Services Manager 2000 Main Street Huntington Beach, CA 92648 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. '.Mmh�m Ap-w .A 11risks Corporate Office 10 150 York Road, 5th Floor Hunt Valley, MD 2.1030. (800) 366 -58.10 or (410) 828-5810 I=. (410) 828-8179 www.att(t5ks.com CERTIFICATE OF INSURANCE TO: City of Huntington Beach Fiscal Services Manager 2000 Main Street Huntington Beach, CA 92648-2702 This is to certify that the described insurance is in force at this date with: MARKEL INSURANCE COMPANY NAME AND ADDRESS OF INSURED: ARBITRAGE COMPLIANCE SPECIALISTS, INC. 5975 S. Quebec St, Suite .205 Centennial, CO 80.111-4664 TYPE OF INSURANCE: ACCOUNTANTS PROFESSIONAL LIABILITY AMOUNT OF COVERAGE $2,000,000 per claim 1$2,000,000 annual aggregate POLICY PERIOD january 6, 2014 to January 6, 2015 POLICY NUMBER AK300189 This certificate is furnished to you as a. matter of information only and confers no rights upon the Certificate holder. The issuance of the Cartificat . e does not make the person or organization to whom ft is issued an additional insured, nor does it modify in any matter the Policy between the Insured and the Insurers. Any amendment, change or extension of such Policy can only be effected by special endorsement attached thereto. In the event of cancellation of the aforementioned Policy by the undersigned, the u.ndersigned Will endeavor to give 30 days written notice to the party to.whorn this Certificate is issued., but failure to give -such notice shall impose no obligation upon the undersigned, LkL,h�4Gk DATE: August 19, 2014 Authorized Representative Arizona + Callforrfic # DC Metro * Florida * Georgia + Illinois # Maryland New York + North Carolina + Pennsylvania * Tennessee * Virginia + Washington CITY OF HUNTINGTON BEACH Professional Service Approval ForM RECEIVED PART I JUN 1,6 2014 Date: 6/5/2014 Project Manager Name: Dahle Bulosan Finance Department Requested by Name if different from Project Manager: Department: Finance PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Arbitrage Rebate Compliance Services 2) Estimated cost of the services being sought: $15,000 3) Are sufficient funds available to fund this contract? Z Yes No If no, please explain: 4) Check below how the services will be obtained: A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized. Z MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. 5) Is this contract_gwerally desynbed on the list of professional service contracts approved by the City Council?,Ikh'e- a - o trus question is "No," the contract will require approval from the City Council.) 1e7t A Yes F� No Fiscal ServAs--Rlana�er Sig-n—aTulre (Purchasing Approval) <:5-9 -/, Date 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object# Year 1 (estimate) Year 2 (estimate) Year 3(estimate) see attached $ $ $ Budget Approval -2 D pa— ent Head Signature(s) �LMX4, Jt/�� birector Finan "s Signature Signature APPROVE4L DE ,k4 0 Manager's Signature w-&- / 14: Oate' C /-1 1 Vbate (Date' Date Date acs part i.doc REV: December /2013 a CITY OF'HUNTINGTON BEACH Professional Service Approval Form PART 11 Date: 6/20/2014 Project Manager: Dahle Bulosan Requested by Name if different from Project Manager: Department: Finance RECEIVED JUL 0 3 2014 Finance Department PARTS I & 11 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING �DEPARTMENT AND SIGNED FOR APPROVAL. PART I & I/ MUST BE FILED WITH ALL APPROVED CONTRACTS. 1 ) Name of consultant: Arbitrage Compliance Specialists, Inc. 2) Contract Number: FIN (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract: $15,000 Account number Contractual Dollar Amount Business unit. object # Year 1 (es I timate) Year 2 (estimate) Year 3(estimate) see attached $ $ $ 4) Is this contract less than $50,000? E Yes F-1 No 5) Does this contract fall within $50,000 and $100,000? E]Yes Z No 6) Is this contract over $100, 000? El Yes E No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? El Yes E No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Ex which desc ibes the payment terms of the contract. Fiscal SeFAces manager urchasing) Date 4KL 1 7 Budget Ma r Approval Signature Oate 7/5) 1 Director ofTinance (or designee) Signature DAte acs part ii.doc REV: December /2013 Arbitrage Rebate Compliance Services Contractual Dollar Amount (Estimate) Account Number FY 14/15 FY 15/16 FY 16/17 Business unit. Object # Year 1 Year 2 Year 3 Total 35080202.88150 500 $ 500 $ 500 $ 1,500 1999 Tax Allocation Bond 35080203.88150 500 $ 500 $ 500 $ 1,500 2002 Tax Allocation Bond 40140105.88150 1,000 $ 1,000 $ LOW $ 3,000 2010A Lease Revenue Bond 40140106.88150 500 $ 500 $ 500 $ 1,500 2011A Lease Revenue Bond 40540105.88150 500 $ 500 $ 500 $ 1,500 CFD 2000-1 Refund 2013 40640101.88150 500 $ 500 $ 500 $ 1,500 CFD 1990-1 40840101.88150 500 $ 500 $ 500 $ 1,500 CFD 2002-1 41040101.88150 500 $ 500 $ 500 $ 1,500 CFD 2003-1 Refund 2013 70740101.88150 500 $ 500 $ 500 $ 1,500 Judgment Obligation Bonds 5,000 $ 5,000 $ 5,000 $ 15,000