HomeMy WebLinkAboutCAG2002-0047 - Original - Arbitrage Compliance Specialists, Inc. - Professional Arbitrage Services - 01/02/2003 /''►, ecords M erne
KENT Document
WA9MINOTON
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission to City Clerks Office. All
portions are to be completed, if you have questions, please contact Mary Simmons, City
Clerks Office.
Vendor Name: Vendor Number:
JD Edwards Number
Contract Number:
This is assigned by Mary Simmons + _
Description: E tm 9=
Detail: n
Project Name:
Contract Effective Date:\& Termination Date:
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: � Department:"- A .4 o
Abstract:
ADCL7832 07/02
KENT
CONSULTANT SERVICES AGREEMENT
between the City of Kent and
Arbitra;_e Compliance Specialists, Inc.
THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation
(hereinafter the "City"), and Arbitrage Compliance Specialists, Inc., organized under the laws of the State of
Colorado, located and doing business at 3800 South Albion Street, Suite 200, Englewood, CO 80110-4239
(hereinafter the "Consultant")
I. DESCRIPTION OF WORK.
Consultant shall perform the following services for the City in accordance with the following described
plans and/or specifications
See, Scope of Work, dated December 18, 2002,
attached as Exhibit"A" and incorporated by this reference.
Consultant further represents that the services furnished under this Agreement will be performed in
accordance with generally accepted professional practices in effect at the time those services are performed
II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in
Section I above immediately upon the effective date of this Agreement The parties agree that the work
described in Exhibit "A" is to be prosecuted with diligence and completed no later than January 18, 2003, to
accommodate Internal Revenue Service arbitrage audit requirements, unless the City does not provide required
data reports by January 6, 2003, in which case Consultant will complete the work as soon as possible and will
use its best efforts to accommodate Internal Revenue Service arbitrage audit requirements.
III. COMPENSATION.
A The City shall prepay the Consultant, based on time and materials, an amount not to exceed
FORTY-FIVE THOUSAND AND 00/100 DOLLARS ($45,000) for the services described in
this Agreement Consultant shall perform the tasks in the scope of work and deduct payments
earned from this prepaid amount as earned This is the maximum amount to be paid under this
Agreement for the work described in Section I above, and shall not be exceeded without the prior
written authorization of the City in the form of a negotiated and executed supplemental
agreement The Consultant agrees that the hourly or flat rate charged by it for its services
contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year
from the effective date of this Agreement The Consultant's billing rates shall be as delineated in
Exhibit A
B The Consultant shall submit monthly payment invoices to the City for work performed, and a
final bill upon completion of all services described in this Agreement The City shall provide
payment within forty-five (45) days of receipt of an invoice If the City objects to all or any
CONSULTANT SERVICES AGREEMENT- 1
(Over$10,000)
portion of an invoice, it shall notify the Consultant and reserves the option to only pay that
portion of the invoice not in dispute In that event, the parties will immediately make every
effort to settle the disputed portion
IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-
Employer Relationship will be created by this Agreement and that the Consultant has the ability to control and
direct the performance and details of its work, the City being interested only in the results obtained under this
Agreement.
V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon
providing the other party thirty (30) days written notice at its address set forth on the signature block of this
Agreement After termination, the City may take possession of all records and data within the Consultant's
possession pertaining to this project, which may be used by the City without restriction If the City's use of
Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the
Consultant
VI. DISCRIMINATION. In the hiring of employees for the performance of work under this
Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the
Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national
origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is
qualified and available to perform the work to which the employment relates Consultant shall execute the
attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative
Policy 12, and upon completion of the contract work, file the attached Compliance Statement.
VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits,
including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of
this Agreement,but only to the extent of Consultant's negligence or comparative fault
The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to
avoid any of these covenants of indemnification
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4 24 115,
then, in the event of liability for damages ansing out of bodily injury to persons or damages to property caused
by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees,
agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's
negligence
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF
IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF
THIS INDEMNIFICATION THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE
MUTUALLY NEGOTIATED THIS WAIVER
The provisions of this section shall survive the expiration or termination of this Agreement.
VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may anse from or in connection
with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-
consultants or sub-contractors
CONSULTANT SERVICES AGREEMENT-2
(Over$]0,000)
Any payment of deductible or self-insured retention shall be the sole responsibility of the Consultant.
All required policies shall be provided on an `occurrence" basis except professional liability insurance (if
required), which shall be provided on a"claims-made"basis
The Consultant's insurance shall be primary insurance as respects the City and the City shall be given
thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension
or material change in coverage
The City also reserves its unqualified right to require at any time and for any reason, proof of coverage
in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage.
IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide
reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work
under this Agreement.
X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents,
drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and
become the property of the City All records submitted by the City to the Consultant will be safeguarded by the
Consultant Consultant shall make such data, documents, and files available to the City upon the City's request
The city's use or reuse of any of the documents, data and files created by Consultant for this project by anyone
other than Consultant on any other project shall be without liability or legal exposure to Consultant
XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor
with the authority to control and direct the performance and details of the work authorized under this
Agreement, the work must meet the approval of the City and shall be subject to the City's general right of
inspection to secure satisfactory completion.
XII. WORK PERFORMED AT CONSULTANT'S RISK Consultant shall take all necessary
precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the
performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be
done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools,
or other articles used or held for use in connection with the work
XIII. MISCELLANEOUS PROVISIONS.
A Recyclable Materials Pursuant to Chapter 3 80 of the Kent City Code, the City requires its
contractors and consultants to use recycled and recyclable products whenever practicable A price preference
may be available for any designated recycled product.
B Non-Waiver of Breach The failure of the City to insist upon strict performance of any of the
covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement
in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements
or options, and the same shall be and remain in full force and effect.
C Resolution of Disputes and Governing Law This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington If the parties are unable to settle any dispute,
difference or claim ansmg from the parties' performance of this Agreement, the exclusive means of resolving
that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction
CONSULTANT SERVICES AGREEMENT-3
(Over$10,000)
of the King County Superior Court, King County, Washington, unless the parties agree in writing to an
alternative dispute resolution process. In any claim or lawsuit for damages ansing from the parties'
performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending
or bringing such claim or lawsuit, to addition to any other recovery or award provided by law; provide d,
however, nothing in this paragraph shall be construed to limit the Crty's right to indemnification under Section
VII of this Agreement
D Written Notice. All communications regarding this Agreement shall be sent to the parties at the
addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice
hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail,
and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such
other address as may be hereafter specified in writing
E. Assi nment Any assignment of this Agreement by either party without the written consent of
the non-assigning party shall be void If the non-assigning party gives its consent to any assignment, the terms
of this Agreement shall continue in full force and effect and no further assignment shall be made without
additional written consent.
F Modification. No waiver, alteration, or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant
G Entire Agreement. The written provisions and terns of this Agreement, together with any
Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the
City, and such statements shall not be effective or be construed as entering into or forming a part of or altering
in any manner this Agreement All of the above documents are hereby made a part of this Agreement
However, should any language in any of the Exhibits to this Agreement conflict with any language contained in
this Agreement, the terns of this Agreement shall prevail
CONSULTANT SERVICES AGREEMENT-4
(Over$10,000)
H. Compliance with Laws The Consultant agrees to comply with all federal, state, and municipal
laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business,
equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance
of those operations.
IN WITNESS, the parties below execute this Agreement, which shall become effective on the last
date entered below.
CONSULTANT: CITY OF KENT:
By. By.
r (s gna ure) (sig ure)
Print Name 4 J ou U 0h� Pnnt e hm White
Its Ft,%anuj_ Its Mayor
(Tu7 (Title)
DATE Z�(�yU 2- DATE / - oZ - D 3
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
CONSULTANT: CITY OF KENT:
Attn (l aq P4l1 n G Attn: May Miller, Finance Director
Arbitrage Compliance Specialists, Inc. City of Kent
3800 South Albion St., Suite 200 220 Fourth Avenue South
Englewood, CO 80110-4239 Kent, WA 98032
(303) 756-5100 (telephone) (253) 856-5264 (telephone)
(303) 756-0901 (facsimile) (253) 856-6255 (facsimile)
APPROVED AS TO FORM:
,� a 4;e�-
Kent City Attorney
CONSULTANT SERVICES AGREEMENT-5
(Over$10,000)
DECLARATION
CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY
The City of Kent is committed to conform to Federal and State laws regarding equal opportunity As such all
contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with
the regulations of the City's equal employment opportunity policies.
The following questions specifically identify the requirements the City deems necessary for any contractor,
subcontractor or supplier on this specific Agreement to adhere to An affirmative response is required on all of
the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier
willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of
contract and it will be at the City's sole determination regarding suspension or termination for all or part of the
Agreement,
The questions are as follows
1 I have read the attached City of Kent administrative policy number 12
2 During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color,
national origin, age, or the presence of all sensory, mental or physical disability
3 During the time of this Agreement the prime contractor will provide a written statement to all new
employees and subcontractors indicating commitment as an equal opportunity employer
4 During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of
women and minorities
5 Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime
Contractor, that the Prime Contractor complied with the requirements as set forth above
By signing below, I agree to fulfill the five requirements referenced above.
Dated this day of , 200 Z
By
For.
Title. C(1"ytU4' �Gntryt✓
Date /i�l�lo�✓
EEO COMPLIANCE DOCUMENTS- I
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER 12 EFFECTIVE DATE January 1, 1998
SUBJECT MINORITY AND WOMEN SUPERSEDES. April 1, 1996
CONTRACTORS APPROVED BY Jim White, Mayor
POLICY.
Equal employment opportunity requirements for the City of Kent will conform to federal and state laws All
contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity
within their organization and, if holding Agreements with the City amounting to $10,000 or more within any
given year,must take the following affirmative steps.
1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal
opportunity employer.
2. Actively consider for promotion and advancement available minorities and women
Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and
equal opportunity requirements shall be considered in breach of contract and subject to suspension or
termination for all or part of the Agreement
Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works
Departments to assume the following duties for their respective departments
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are
familiar with the regulations and the City's equal employment opportunity policy
2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines
EEO COMPLIANCE DOCUMENTS-2
CITY OF KENT
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the
Agreement
I, the undersigned, a duly represented agent of Company, hereby
acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement
known as that was entered into on the (date,
between the firm I represent and the City of Kent.
I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent
Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part
of the before-mentioned Agreement
Dated this day of 200_
By.
For.
Title
Date
EEO COMPLIANCE DOCUMENTS-3
FROM :CITY OF KENT FINANCE 263 6S6 625S 1902,12-13 15:11 #743 P.09/10
Ann I T R A 'G E
G O M F r- I A N Q E
$ I+ E CIALI S TS
I N C O E P O R A 2 E P
3800 South Arbon S11ee1 SWe 20D
December 11,2002 Englewood, Colorado 80110.4239
303 759 6100 Fax,303, 756 0901
ArbCom®Earrhhnk not
Ms May Miller,Finance Director www,RabalebyACS com
C* of Rent("City") 800 672. 9922
Rmth omvee
FinanceDeparnnent 0=w FM aem"aa%w
220 4t6 Avenue South ,Z awuncvy wu
Kmt,Wastungton 98032
IWOICE #21250
BILLING IIWOICE FOR
RETAINER FEE
FOR ARBITRAGE COMPLIANCE SERVICES
1R5 CONS[TM NG
CITY
FOR THE Y
EmcTrn FOR THE PERIOD 12/9,102-12131/BSs XCO
Upfront Retamer Fee for:
Arbitrage Rebate Reports and MS Consulting Hourly Fees S45.000
Total Dtte Upon Receipt + -0 6
OThe retaner u required to order for Arbitrage Compliance Specialists, lac to commit their resources to the Arbitage Rebate
Services Agreement. Actual expenses, report fees, and bouily consulting fees occurred would be subtracted from the beginning
balance of S45,000, The Cry wM be provided a rem;monthly billsng summary hsung actual fees and remammg balance in the
retamcr If there Is a remaining balance to the retainer after all sermes requested by the City have been performed by Arbvrap
Compliances Specialists,Inc than a refund will be given w;thm two weeks from the completon of any work m process
I
FROM •CITY OF VENT FINANCE 2S3 8SS 62SS 1902,12-13 SS:12 #743 P.10/10
.tc,Uai Uc 10:JJ UJUJ 730 0901 ACS Qj OOJ
A A R I T R A G E
December 9,2002 C O M P X. I A N C E
S F E C I A L I 8 T 9
Ms.May Miller,Finance Director
City of Kent("City ) 3800 Saafh A0106$1,604 Suns 200
Finance Department Empiewaad, Cowide HIM 4239
220 4e Avenue South Sol.7W.ffn Far.303.756 0001
Kant, WashiaM 93032 www Rv al9byA5dm
wwv P9b9l9byAC5 com
800.672 9993
FEE SCHEDULEAGUMAENT 8nnep0eej
r No rwura 007.
FOR ARBURAGE CONTUANCE SERVICES L&AftC Sr s o r*W_`
POR THE cny
EFFECTIVE FOB THE PERIOD 12(9J02-1213VOS
SERVICE FEES F$R YEAR:
REBATE REPORT MS PER YEAR)
01%5-I1ME It II77AL W-UP FIN 5500 WUE)
F=D RATE BONDS $1,2M
VARL BU RAT$BONDS $2 830
FmATERYDRT EnwsiON PEES:
REPORTS COVEMG COMPGTATION PERIOD IN EXCLW OF I YEAR FOR $875
EACH ADDITIONAL PARTIAL OR FULL YEAR
SIX YtAR,10TH YEAR OR FINAL REBATE REPORT To IRS ON-1Da5375,
LATE$500
REBATE SUPPLEMefrAL FEE fm REPORT):
RFFriMING BONDS%MH TRANSFERRED FROC=S ALLocAnONS HOURLY:
RATE$150
ALLOCAMoN/REVIDW/VEmncAmoNOFCoNauNc=FuNDS I HOURLY,
RATF$T50
Ynzv RESTRICTION CALCERATION6
SET-UP FU(ONE-TAffi CHARGE) 5500 PSRtSSUE
YIPLD RESTRICTION CALCULATIONS(S1,500 EACH FOR YEAR4 AND YEAR 5, $1,=+00
S1.250 PER YEAR THQiggm
PENALTY/SFEMING TLTCEPIION RIFORT FEES:
SPiNDING ExcEFnON CALCULATIONS-PER SE14-AMMAL SP=MING PERIOD $1,500
EvzorrZIRUSH SERVICE FEE
ADDISIONAL 50'% ON ANY ABOVE 57ATED FEES(FORSaa%gCFS REQLWrzD/TO BP PERPORMED 30% RUSH FE.
IN LEM THAN 14 WORFONG DAYS)(UPFRONT RETAINER REQUIRED FOR ACS
Ift-MNNEL CAi\9vITIb ENT
IRS AUDIT ASSISTANCE
HOURLY CON'SULTLNG FEES(UPFRONT RETAINER REQUIRED FOR ACS FERSoNNEL HOIIP.LY.
COTrIIvdfMENT)• RATE$275
DLiSCrOR RATE$175
.NIANAG6R/STAFF
ExPENsl RI aURsE%TENr:
Attachment A
Tax-Exempt Debt Subject to Arbitrage Rebate and Yield Restncition Requirements
December 18,2002
CONTROL
# BOND ISSUE
05 LID 313 Guaranty Fund Bonds,1936
10 Limited Tax GO Refunding Bonds,1986
20 Sewerage System Revenue Bonds,1986
31 Unlimited Tax General Obligation Bonds,1986
32 Limited Tax General Obligation Bonds,1986
40 Water Revenue Refunding Bonds,1987
50 Consolidated Local Improv Dist No 297 at al Guaranty Fund Bonds,1987
60 Limited Tax General Obligation Bonds,1987
TO Consolidated Local Improv Dist No 316 at al Guaranty Fund Bonds,1988
80 Golf Complex Revenue Bonds,1988
90 Consolidated Local Improv.Dist No 322 at at Guaranty Fund Bonds,1939
100 Limited Tax General Obligation Bonds,1989
110 Local Improv Diet No 327 Guaranty Fund Bonds,1989
120 Consolidated Local Improv Diet No 3281334 Guaranty Fund Bonds,1990
130 Local Improvement District No 330 Bonds,1990
140 UIL Tax GO,1990
160 LID No 331,336 Bonds
160 LID No 336 Bonds Guaranty Fund Bonds,1991
170 Limited Tax GO Refunding,1992
180 Consolidated Local Improv Dist No 333,et al Bonds
19 0 UIL Tax GO Refunding Bonds,1993
Limited Tax GO Refunding Bonds,1993
200 Sewerage Sys Improv and Refunding Rev Bonds,1993
201 LID 342
202 LID 344
210 Limited Tax General Obligation and Refund Bonds,1996
220 LID No 346 Bonds
230 Water Revenue Refunding Bonds,1995
240 Limited Tax General Obligation Bonds,1996 San"A(Tax-Exempt)
260 Local Improv Dist No 345 Bonds
260 Consolidated Local Improvement Dist No 347 and 348 Bonds
270 Limited Tax General Obligation Bonds,1999
280 LID No 340,349
300 Limited Tax GO 3 Refunding Bonds,2000
320 LID No 351 Bonds
325 Consolidated LID District No 340 and 349 Bonds
330 Limited Tax GO Bonds,2002