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HomeMy WebLinkAboutArbitrage Compliance Specialists, Inc. - 2020-08-23 q'tyi-%Yki 0'7 AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND ARBITRAGE COMPLIANCE SPECIALISTS, INC. FOR ARBITRAGE REBATE COMPLIANCE SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and ARBITRAGE COMPLIANCE SPECIALISTS, INC., a Corporation, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated August 23, 2020, entitled"Professional Services Contract Between the City of Huntington Beach and Arbitrage Compliance Specialists, Inc. for Arbitrage Rebate Compliance Services"which agreement shall hereinafter be referred to as the "Original Agreement"; and City and Consultant wish to amend the Original Agreement to increase the amount of compensation to be paid to Consultant as well as extend the term. NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant at the rates specified in Exhibit B which is attached hereto and incorporated by reference into this Agreement. City further agrees to pay Consultant an additional sum not to exceed Three Thousand Dollars ($3,000.00). The additional sum shall be added to the original sum of Thirteen Thousand Five Hundred Dollars ($13,500.00), for a new contract amount not to exceed Sixteen Thousand Five Hundred Dollars ($16,500.00). 23-13684/322899 1 2. TERM The term of the Agreement is extended for one additional year until August 22, 2024. 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers on October 12 , 2023. ARBITRAGE COMPLIANCE CITY OF HUNTINGTON BEACH, a SPECIALISTS, INC. municipal corporation of the State of California By: print name Chief Fi 'rcial Officer ITS: (circle one)Chairman/PresidentNice President AND APPROVED RM: By: print name y Attorney ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer RECEIVE AND FILE efoiK, q.61461 City si COUNTERPART 23-13684/322899 2 2. TERM The term of the Agreement is extended for one additional year until August 22, 2024. 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized offccrs on October 12 , 2023. ARBITRAGE COMPLIANCE CITY OF HUNTINGTON BEACH, a SPECIALISTS, INC4V/4/. municipal corporation of the State of California By: naae6//bi kL Chief Financial Officer ITS: (circle one)Criairman/PresidentNice President AND APPROVED AS TO FORM: By: print name City Attorney ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer RECEIVE AND FILE City Clerk COUNTERPART 23-13684/322899 2 ` DATE;(MMIDDlYYY.YY)' • A3 RL CERTIFICATE OF LIABILITY INSURANCE E;MMIo 23 THIS.CERTIFICATE:IS ISSUED AS A MATTER.OF INFORMATION ONLY:•AND CONFERS NO RIGHTS UP RTI ON THE CEFICATE HOLDER THIS 'CERTIFICATE'DOES NOT AFFIRMATIVELY OW NEGATIVELY AMEND,EXTEND OR ALTER THE;COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES:NOT CONSTITUTE A CONTRACT BETWEEN.THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE Olt PRODUCER;:AND THE'.CERTIFICATE HOLDER; IMPORTANT.:If the:certificate holderissan:ADDITIONALINSURED;the::policy(ies)must have.ADDITIONAL INSURED•provisions or be endorsed: If SUBROGATION IS WAIVED1 subject the terms and conditions of the polIcy,:'certaln policies`mayrequire an,endorsement A.statement on ' this certificate does;not confer rights to the certificate holder in[lewd-such endorsetnent(s). PRODUCER CONTACT . . -NAME:. Lisa LNOSKI: Diversified Insurence.industnes,InC. :PHONE: FAX-.. (AIM No:EM):410-319,0652: (A/c.Not:410,433 3440 S ii I.nterrlat oval Circle AIL: Iisa.droskl(..,_ 'nsc0m Suite 610, HUnt Valiey'MD'21030 INSURER(S)AFFORDING COVERAGE, .. . NAIC'aq. INSURER A:Aspen American Ins Go' .. 43460: INSURED :ARBICOM-44 INSURER EL:. Arbiirage Compliance Specialists,Inc. • So INsu10.. c 6041, uth Syracuse Way#31;U Greenwood Village CO 8011'1:. INSURER:: INSURERS: • 'INSURER F t: .._ COVERAGES CERTIFICATE NUMBER:587515721 REVISION.NUMBER: THIS IIS TO CERTIFY THAT 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 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;. , ARQL SUER - POLICY EFF.. POLICY EXP:. I`TSRR:. . TYPEOEINSURANCE 1NSD 1W0'. . POLICY NUMBER- .. (MMIDOrYYYY) (MMIDDIYYYYI'.. d:IMRs COMMERCIALGENERALLIABILITY • EACH OCCURRENCE S DAMAGE TO RENTED.. • • CLAIMS-MADE f I•OCCUR: PREMISES(Eaocourrense) $ • MED ECP,(My.one person) $ .. ... • PERSONAL&ADV.INJURY $ • • • GE AGGREGATE ITAT!PLIE$PER3 GENERAL AGGREGATE'GEM: • • JT . POLICY En:LOC' S PRODUCTS-COMP/OP:AGO S .. OTHER:- . .. .. .. . AUTOMOBILELIABIL)LY COMBINED EINGLELIMIT ,$ lEs.aceidenll ANY AUTO BODILYINJURY(Perperson),, .$ AUTOS SCHEDULE¢ BODILY INJURY(Perecctdent):$ _{HIRED . . _'AUTOS PROPERTY DAMAGE • HIRED . . .. NON-OWNED S _ AUTOS ONLY AUTOS ONLY . (Per acddenti UMBRELLA LIAB. OCCUR;; • • EACH OCCURRENCE $ EXCESS I-lAB. CLAIMS MALIE AGGREGATE S. DEO I RETENTIONS S. PER . : OTH:. , . RS COMPENSATION - STATUTE �ERA AIID EM NDPLOYERS'LIABILITY YIN ANYPROPRIETORMARTNER/EXECUTNE El,EACH ACCIDENT S: .. . OFFICERIM.EMBEREXCLUDED? n NIA (MandatorylnNH): E.L.DISEA5E-EA EMPLOYEE S• I(yes daattiNNunder E:I.DISEASE=POUCYLIMIT $ DESCRIPTION OF.OPERATIONS Wow. A :peo.1aaal nettlahildy ,. ACCT10051403' V/6/2023 '1/6/2024 LimnP0(Clalm • $3,000';000' CLAIMS MADE Limit Per Aggregate $3,000,000: :.RetsO Oate;1I3011994, Per Claim,&Agg Ded:, $5;000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101`,Addi,leaal Remarhs.Schedule,may Be attached II more space Is requ r PgoleS0 AS TO roRM B MICHAEL Er GATES CITY ArrQ RNEV CITY of HUNTINGT NO BEACH. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THEABOVEDESCRIBED'POLICIESBE.CANCELLED BEFORE THE EXPIRATION DATE THEREOF; NOTICE WILL BE DELIVERED .IN .ACCORDANCE WITH THE POLICY'PROVISIONS, The City of Huntington Beach 2000 Main Street AUTNORIZEDREPRESENTATIVE Huntington Beach CA 92648.' .. • ©1988-2O15 ACORD•CORPORATION: All•rights reserved.. ACORD:2S(2016I03) The ACORD name:and logo are registered marks of ACORD �404TY46,rd CITY OF HUNTINGTON BEACH 4 x. ;,_� )2 Professional Service Approval Form FeQ2 :���©` Amendment # 1 1. Date Requested: 10/6/2023 2. Contract Number to be Amended: 3. Department: Finance 4. Requested By: Glynis Litvak 5. Name of Consultant: Arbitrage Compliance Specialist, Inc. 6. Amount of Original/Prior Contract: $ 13,500 7. Additional Compensation Requested: $3,000 8. Original Commencement Date: 8/20/2020 9. Original Termination Date: 8/20/2023 10. Extended Date Requested: 8/20/2024 11. Reason for Contract Amendment: Exercise additional one year extension �0�1� \,v- to-a o .3 Purchasin Approval Signature Date 12. Are sufficient funds available to fund this contract? Yes E iNo❑ 13. Business Unit and Object Code where funds are budgeted: Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 33 23/24 64rueg.Vat %5v $ Soo $ $ $ \G-10-. o3 Budget royal Signature Date '; `\--.° Gpf1a/7022, Depart �. t ead Sig '. e Date `Nlkt d ill 1 City Manager Ap. oval` •nature Date professional service approval form-amendment.doc REV:2016 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: 1. 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. 232181/20-8737 agree/surfnet/protlessionalsvcs to$49 10/12 1 of 11 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 U mil` , 20 c�Z (the "Commencement Date"). This Agreement Li 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 Thirteen Thousand Five Hundred Dollars ($13,500). 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 232181/20-8737 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 indemnity shall apply to all claims and liability regardless of whether any insurance policies are 232181/20-8737 agree/surfnet/professionalsves to$49 10/12 3of11 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 232181/20-8737 agree/surfnet/professionalsvcs 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. 232 1 8 1/20-873 7 agree/surfnet/professional Svcs 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. 23 2 1 8 1/20-8 73 7 agree/surfnet/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 1 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: TO CONSULTANT: City of Huntington Beach Arbitrage Compliance Services, Inc. ATTN: Dahle Bulosan 5975 S. Quebec St. #205 2000 Main Street Centennial, CO 80111 Huntington Beach, CA 92648 232181/20-8737 agree/surfnet/professional svcs to$49 10/12 7 of 11 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 232181/20-8737 agree/surfnet/professionalsvcs 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. 232181/20-8737 agree/surfnet/professionalsvcs to$49 10/12 9 of 11 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 232181/20-8737 agree/surfnet/professionalsvcs to$49 10/12 10 of I I 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, CITY OF IIUNTINGTON BEACH, a municipal corporation of the State of Arbitrage Compliance Specialist, Inc. California COMPANY NAME 0/1 a Director/Chief By: / (Pursuant To HBMC§3.03.100) plut name ITS: (circle one)Chai an/Presiden ice President APPROVED AS TO FORM: AND City Attorney PV By: /MA Aq I-f A)lG Date print name ITS: (circle one)Secreta hief Financial Officer sst. Secretary—Treasurer COUNTERPART 232181/20-8737 agree/surfnet/professional svcs to$49 10/12 11 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, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Arbitrage Compliance Specialist, Inc. California COMPANY NAME via O n Director/Chief By: Pursuant To HBMC§3.03.100) print name ITS: (circle one)Chairman/President/Vice President APPROVE TO FO M: AND s� City Attorney PU By: Date print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary—Treasurer Receive and Me COUNTERPART city Clerk 232181/20-8737 agree/surfnet/professional Svcs to$49 10/12 11 of 11 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 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 EXHIBIT A 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 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: TBD EXHIBIT A Exhibit "B" Annual Maximum Arbitrage Rebate Calculation Fee Per Issue:$500 per year until funds are fully spent,$0 $500 thereafter Comprehensive Arbitrage Compliance Analysis/Set-Up Yield Restriction Calculation(Per Report Period) Spending Exception Calculations(Per 6-Month Report Period) Included i � Commingled Funds and/or Transferred Proceeds ' Variable Rate Issues IRS Audit Assistance(For Bond Issues Completed By ACS) Review of Pre-Issuance Bond Document to Ensure Elections are Correctly Applied to Reduce Future Arbitrage Included Rebate Liabilities Bond Compliance Program Budgets $10.835M Redevelopment Agency 1999 Tax Allocation Refunding Bonds Huntington Beach Redevelopment Project) 5500 $500 $2.155M Community Facilities District No. 1990-1 2001 Special Tax Refunding $300 Bonds -- $20.9M Redevelopment Agency,2002"Tax Allocation Refunding Bonds $500 $500: (Huntington Beach Redevelopment Project) - $4.9A4 Improvement Area A Community Facilities District No.2002-1 zoo $500 McDonnell Centre Business Park Special Tax Bonds,2002-A - $36.275M Huntington Beach Public Financing Authority,Lease Revenue Refunding Bonds 2011 Series A $500 N/A; $12.965M Community Facilities District No.2000-1(Grand Coast Resort)2013 $500 $500;' Special Tax Refunding Bonds $20.915M Community Facilities District No.2003-1(Huntington Center)2013 $500 $500: Special Tax Refunding Bonds $15.295M Huntington Beach Public Financing Authority,Lease Revenue Bonds, $500 $500 2014 Series A Senior Center Project Total *The City's Bond Issues requiring Arbitrage Rebate Compliance Services may change from year to year. 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. -2- Exhibit B 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 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ARBITRAGE COMPLIANCE SPECIALISTS, INC. FOR ARBITRAGE REBATE COMPLIANCE SERVICES Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation ..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent ....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings .....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Signatories.................................................................................................................10 28 Entirety......................................................................................................................10 29 Effective Date.................................................................................I I --� ARBIT-1 OP ID: KC AC©RO" DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 06/30/2020 PRODUCER Phone:970-249-6661 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Western Group Inc-Montrose ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 540 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 Arbitrage Compliance INSURER A:State Auto Insurance 25135 Sppeciafitst,Inc. 6041 South Syracuse Wayy#310 INSURER B: Greenwood Village,CO 80111 INSURERC: INSURER D: INSURER E: COVERAGES 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 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD' POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR INSR TYPE OF INSURANCE POLICY NUMBER DATE MM/DD/YYYY DATE MM/DD/Y GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A X X COMMERCIAL GENERAL LIABILITY BOP261747009 07/18/2020 07/18/2021 RENTE pREM SESO:a o.'aance $) 300,000 CLAIMS MADE 1K OCCUR MED EXP(Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 POLICY I PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 A X ANY AUTO BOP261747009 07/18/2020 07/18/2021 (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (PER PERSON) $ I', HIRED AUTOS BODILY INJURY NON-OWNEDAUTOS (PER ACCIDENT) $ PROPERTY DAMAGE $ (PER ACCIDENT) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION WC STATU-JQBOER TH- - - AND EMPLOYERS'LIABILITY Y I IT Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED WITH WAIVER OF SUBROGATION IN THEIR FAVOR. COVERAGE IS PRIMARY AND NON-CONTRIBUTORY. CERTIFICATE HOLDER CANCELLATION HUNTIN1 SHOULD ANY OF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL City of Huntington Beach Fiscal Services Manager IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 2000 Main St REP ESENTATIVES. Huntington,CO 92648 AU RIZED REP SENTATIVEAIOX re (��.. ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION. All rights r rved. The ACORD name and logo are registered marks of ACORD q�oRo® CERTIFICATE OF LIABILITY INSURANCE DATE 07/29/202/YYW, o7/2s/2o2o THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. 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). PRODUCER CONTACT NAME: AUTOMATIC DATA PROCESSING INSURANCE AGCY INC PHONE FAX A/C,No,Ext: 877 677-0428 AIC,No): 877 677-0430 1 ADP BLVD MS 625 E-MAIL ROSELAND,NJ 07068 ADDRESS:spcbicadp@travelers.com (877)677-0428 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:THE TRAVELERS INDEMNITY COMPANY INSURED INSURER B: ARBITRAGE COMPLIANCE SPECIALIST INC INSURERC: 6041 S SYRACUSE WAY INSURER D: STE 310 INSURER E: GREENWOOD VILLAGE,CO 80111 INSURER F COVERAGES CERTIFICATE NUMBER: 845271658291112 REVISION NUMBER: THIS IS TO CERTIFY THAT 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 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY1:1 FEET LOC PRODUCTS-COMP/OP AGG $ OTHER $ COMBINED AUTOMOBILE LIABILITY (Ea accident) INGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE H (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DIED RETENTION$ $ A WORKERS COMPENSATION N/A UB-3L539741-19 11/01/2019 11/01/2020 X STATUTE ER" AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE 1$1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION CITY OF HUNTINGTON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 MAIN STREET THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN HUNTINGTON BEACH,CA 92648 ACCORDANCE WITH THE POLICY PROVISIONS. ,I�?7 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Corporate Office JORM 10150 York,Road; 5th Floor' 1. 1 risks Hunt Valley. MD 21030. (800) 366-5810 or(410) 828-5810 Flax (410)828-8179 www.calirisks.com CERTIFICATE OF INSURANCE TO: Fiscal Services Manager CITY OF HUNTINGTON BEACH 2000 Main Street Huntington, CO 92648 This is to,certify that the described insurance is in force at this date with: INSURANCE.COMPANY:: ASPEN AMERICAN INSURANCE COMPANY(A XV) NAME AND ADDRESS OF INSURED: ARBITRAGE COMPLIANCE SPECIALISTS, INC. 6041 South.Syracuse Way, Suite.310 Greenwood Village, CO 801.11 TYPE.OF INSURANCE: ACCOUNTANTS PROFESSIONAL LIABILITY AMOUNT OF COVERAGE $3,000,000 per claim,1$3,000,000 annual aggregate Deductible $5,000{Damages 010WOVED AS TO FORM g '.�� ;POLICY PERIOD January 6,,2020 to January 6, ICHAEL E. GATES CITY ATTORNEY .POLICY NUMBER ACCT100514-00 CTMOFHUNTINGTON 13EACN This certificate is furnished to you as a matter of information only and confers no rights upon the Certificate .holder.The issuance of the Certificate does not make the person or organization to whom it 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 undersigned will endeavor to.give 30 days written notice to the party to whom this Certificate is issued,but failure to give such notice shall impose no obligation upon the undersigned. DATE: January 19,_2020 Autt prized Representative. AAI�4GA Arizona • California • DC Metro • Florida • Georgia • Illinois * Marylond. New:York + North Carolina + Pennsylvania + Tennessee •Virginia + Washington CITY OF HUNTINGTON BEACH Professional Service Approval Form PART I Date: 7/29/2020 Project Manager Name: Sunny Rief Requested by Name if different from Project Manager: Department: Finance PART 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/ MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Arbitrage Rebate Compliance Services for bonds. 2) Estimated cost of the services being sought: $ 13,500 3) Are sufficient funds available to fund this contract? ® 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. ® MC 3.03.08—Contract Limits of$30,000 or less exempt procedure will be utilized. ❑ MC 8.61.040(B)(1)—Contract is below simplified acquisition threshold exempt procedure for FEMA/Uniform Guidance/Federal Grant Funded. 5) Check if applicable for contract provisions: ❑ FEMA/Uniform Guidance/Federal Grant Funded (please also indicate on RLS) 6) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer �o this question is "No," the contract will require approval from the City Council.) ® Yes ❑ No 7� Purch Ar sing Approval Signature Date 7) Amount, Business Unit (8 or 9 digits) and Object Code (5 digits)where funds are budgeted Please note that a bud et check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 20/21 21/22 22/23 See attached $4500 $4500 $4500 $ BudgetApproval Signature Date 5/2,�, Department Head Signature I Date 7 2,* e--) Chief Financial Officer Signature Date '-Assistant City Manager Signature Date APPROVED] DENIED ❑ City Manager Signature Date professional service approval form-part i.doc(REV:06/2020) Arbitrage Rebate Compliance Services Contractual Dollar Amount(Estimate) Account Number FY 20/21 FY 21/22 FY 22/23 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 $ 500 $ 500 $ 500 $ 1,500 2010A Lease Revenue Bond 40140106.88150 $ 500 $ 500 $ 500 $ 1,500 2011A Lease Revenue Bond 40140107.88150 $ 500 $ 500 $ 500 $ 1,500 2014A 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 41040105.88150 $ 500 $ 500 $ 500 $ 1,500 CFD 2003-1 Refund 2013 $ 4,500 $ 4,500 $ 4,500 $ 13,500 CITY OF HUNTINGTON BEACH Professional Service Approval Form PART 11 Date: 7/29/2020 Project Manager: Sunny Rief Requested by Name if different from Project Manager: Department: Finance PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I& 11 MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Arbitrage Compliance Services 2) Contract Number: FINA' Wz 3) Amount of this contract. $13,500 Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 20/21 21/22 22/23 See attached $4,500 $4,500 $4,500 $ 4) Is this contract less than $50,000? ® Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 6) Is this contract over$100,000? ❑ Yes ® 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? ❑ Yes ® No If No, please explain: MC 3.03.08-Contract limits of$30k or less exempt procedure will be utilized. 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 Exhibit B, which describes the payment terms of the contract. 7 Department Head Signature D to Purchasing App valiSignature Date Budget Managee Approval Signature Date Z U Chief Financial Officer(or designee) Signature Da e professional service approval form-part ii.doc REV: 05/2020 ARBITRAGE July 16,2020 COMPLIANCE SPECIALISTSI1- B!:�U<<�:;e'�i nitCi:5i;i?VICES Ms. Sunny Rief,CPA,CFE,Assistant Chief Financial Officer City of Huntington Beach("City") 2000 Main Street Huntington Beach,CA 92648-2702 Dear Ms.Rie£ CONTRACT FOR ARBITRAGE COMPLIANCE SERVICES 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 three (3) years from Acceptance Date. The City may renew this Agreement for an optional (1) year period. The City or ACS can terminate this 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 10/1/17 to 09/30/20 provides fees for reports covering the applicable three (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, Arbitra ompliance Sp i 'sts,Inc Robert Goubert,Director Accepted by—Signature Print Name,Title Date Arbitrage Compliance Specialists, Inc. 6041 S. Syracuse Way#310 1 Greenwood Village, Colorado 80111 1 800.672.9993 1 www.rebatebyacs.com Bond Couiptiance Program Arbitrage Calculation Services: Annual Maximum Arbitrage Rebate Calculation Fee Per Issue: $500 her%car until funds are fully spent,$0 $ �00 thereafter _ r ddtbol# b#age Rebate Calcuatton ServicesIfRequared} _ A... Comprehensive Arbitrage Compliance Analysis/Set-Up Yield Restriction Calculation(Per Report Period) Spending Exception Calculations(Per 6-Month Report Period) Included Commingled Funds and/or Transferred Proceeds Variable Rate Issues IRS Audit Assistance(For Bond Issues Completed By ACS) Review of Pre-Issuance Bond Document to Ensure Elections are Correctly Applied to Reduce Future Arbitrage Included Rebate Liabilities Bond Com liance Program Budgets WIMP" Bond 1 $10.835M Redevelopment Agency 1999 Tax Allocation Refunding Bonds $500 $5001 $500 - $500 (Huntington Beach Redevelopment Project $2.155M Community Facilities District No. 1990-1 2001 Special Tax Refunding Bonds $500 NiA N/A N/A $20.9M Redevelopment Agency,2002 Tax Allocation Refunding Bonds $500 $500 $500 $500 (Huntington Beach Redevelopment Project $4.9M Improvement Area A Community Facilities District No.2002-1 $500 $500 $500 $500 McDonnell Centre Business Park Special Tax Bonds,2002-A $36.275M Huntington Beach Public Financing Authority,Lease Revenue $500 $500 NIA N/A Refunding Bonds,2011 Series A $12.965M Community Facilities District No.2000-1 (Grand Coast Resort)2013 $500 $500 $500 $500 Special Tax Refunding Bonds $20.915M Community Facilities District No.2003-1 (Huntington Center)2013 $500 $500 $500 $500 Special Tax Ref indin Bonds $15.295M Huntington Beach Public Financing Authority,Lease Revenue Bonds, $500 $500 $500 $500 2014 Series A Senior Center Project Total $4"1194 * $ 144 'U.01111* *The City's Bond Issues requiring Arbitrage Rebate Compliance Services may change from year to year. 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. -2- 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 for bond issues completed by ACS. -2-