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HomeMy WebLinkAboutC21-120 Arbitrage ComplianceAGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
ARBITRAGE COMPLIANCE SPECIALISTS, INC.
THIS AGREEMENT (“Agreement”) is effective as of the __5th__ day of __March___, 2021 by
and between Arbitrage Compliance Specialists, Inc. a Colorado Corporation (hereinafter
“Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic
(hereinafter “County”).
RECITALS
WHEREAS, County desires to hire Consultant to provide IRS arbitrage compliance services for
the $7,190,000 Airport Terminal Project Revenue Refunding Bonds, Series 2011A (the
“Project”); and
WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time,
skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1
hereof; and
WHEREAS, this Agreement shall govern the relationship between Consultant and County in
connection with the Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant
and County agree as follows:
1.Services. Consultant agrees to diligently provide all services, labor, personnel and
materials necessary to perform and complete the services described in Exhibit A (“Services”)
which is attached hereto and incorporated herein by reference. The Services shall be performed in
accordance with the provisions and conditions of this Agreement.
a.Consultant agrees to furnish the Services no later than February 28, 2022 and in
accordance with the schedule established in Exhibit A. If no completion date is specified in
Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner
consistent with the applicable standard of care. By signing below Consultant represents that it
has the expertise and personnel necessary to properly and timely perform the Services.
b.In the event of any conflict or inconsistency between the terms and conditions set
forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and
conditions set forth in this Agreement shall prevail.
c. Consultant agrees that it will not enter into any consulting or other arrangements
with third parties that will conflict in any manner with the Services.
2. County’s Representative. The Finance Department’s designee shall be Consultant’s
contact with respect to this Agreement and performance of the Services.
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C21-120
3. Term of the Agreement. This Agreement shall commence upon the date first written
above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect
through the 28th of February, 2021.
4. Extension or Modification. This Agreement may not be amended or supplemented, nor
may any obligations hereunder be waived, except by agreement signed by both parties. No
additional services or work performed by Consultant shall be the basis for additional
compensation unless and until Consultant has obtained written authorization and
acknowledgement by County for such additional services in accordance with County’s internal
policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change
orders, express or implied acceptance of alterations or additions to the Services, and no claim that
County has been unjustly enriched by any additional services, whether or not there is in fact any
such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder.
In the event that written authorization and acknowledgment by County for such additional
services is not timely executed and issued in strict accordance with this Agreement, Consultant’s
rights with respect to such additional services shall be deemed waived and such failure shall
result in non-payment for such additional services or work performed.
5. Compensation. County shall compensate Consultant for the performance of the Services
in a sum computed and payable as set forth in Exhibit A. The performance of the Services under
this Agreement shall not exceed $1,250. Consultant shall not be entitled to bill at overtime
and/or double time rates for work done outside of normal business hours unless specifically
authorized in writing by County.
a. Payment will be made for Services satisfactorily performed within thirty (30)
days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail
regarding the hours spent, tasks performed, who performed each task and such other detail as
County may request.
b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by
County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any
additional mark-up thereon and are included in the not to exceed contract amount set forth above.
Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation
to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth
on Exhibit A unless specifically approved in writing by County.
c. If, at any time during the term or after termination or expiration of this
Agreement, County reasonably determines that any payment made by County to Consultant was
improper because the Services for which payment was made were not performed as set forth in
this Agreement, then upon written notice of such determination and request for reimbursement
from County, Consultant shall forthwith return such payment(s) to County. Upon termination or
expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be
returned to County.
d. County will not withhold any taxes from monies paid to the Consultant
hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment
of any taxes related to payments made pursuant to the terms of this Agreement.
e. Notwithstanding anything to the contrary contained in this Agreement, County
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shall have no obligations under this Agreement after, nor shall any payments be made to
Consultant in respect of any period after December 31 of any year, without an appropriation
therefor by County in accordance with a budget adopted by the Board of County Commissioners
in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government
Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution,
Article X, Sec. 20).
6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement
in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter
into any sub-consultant agreements for the performance of any of the Services or additional
services without County’s prior written consent, which may be withheld in County’s sole
discretion. County shall have the right in its reasonable discretion to approve all personnel
assigned to the subject Project during the performance of this Agreement and no personnel to
whom County has an objection, in its reasonable discretion, shall be assigned to the Project.
Consultant shall require each sub-consultant, as approved by County and to the extent of the
Services to be performed by the sub-consultant, to be bound to Consultant by the terms of this
Agreement, and to assume toward Consultant all the obligations and responsibilities which
Consultant, by this Agreement, assumes toward County. County shall have the right (but not the
obligation) to enforce the provisions of this Agreement against any sub-consultant hired by
Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible
for the acts and omissions of its agents, employees and sub-consultants or sub-contractors.
7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and
expense, the following insurance coverage with limits of liability not less than those stated below:
a. Types of Insurance.
i. Workers’ Compensation insurance as required by law.
ii. Auto coverage with limits of liability not less than $1,000,000 each
accident combined bodily injury and property damage liability insurance, including coverage for
owned, hired, and non-owned vehicles.
iii. Commercial General Liability coverage to include premises and
operations, personal/advertising injury, products/completed operations, broad form property
damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate
limits.
iv. Professional liability insurance with prior acts coverage for all Services
required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of
liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the
professional liability insurance is on a claims-made basis, Consultant warrants that any
retroactive date under the policy shall precede the effective date of this Agreement. Continuous
coverage will be maintained during any applicable statute of limitations for the Services and
Project.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be
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endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns,
elected officials, employees, agents and volunteers as additional insureds.
ii. Consultant’s certificates of insurance shall include sub-consultants as
additional insureds under its policies or Consultant shall furnish to County separate certificates
and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to
the same minimum requirements identified above. Consultant and sub-consultants, if any, shall
maintain the foregoing coverage in effect until the Services are completed. In addition, all such
policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of
limitations for the Project and the Services has expired.
iii. Insurance shall be placed with insurers duly licensed or authorized to do
business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII.
iv. Consultant’s insurance coverage shall be primary and non-contributory
with respect to all other available sources. Consultant’s policy shall contain a waiver of
subrogation against Eagle County.
v. All policies must contain an endorsement affording an unqualified thirty
(30) days notice of cancellation to County in the event of cancellation of coverage.
vi. All insurers must be licensed or approved to do business within the State
of Colorado and all policies must be written on a per occurrence basis unless otherwise provided
herein.
vii. Consultant’s certificate of insurance evidencing all required coverage(s)
is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual
insurance policy and/or required endorsements required under this Agreement within five (5)
business days of a written request from County, and hereby authorizes Consultant’s broker,
without further notice or authorization by Consultant, to immediately comply with any written
request of County for a complete copy of the policy.
viii. Consultant shall advise County in the event the general aggregate or
other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own
expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish
County a new certificate of insurance showing such coverage.
ix. If Consultant fails to secure and maintain the insurance required by this
Agreement and provide satisfactory evidence thereof to County, County shall be entitled to
immediately terminate this Agreement.
x. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
xi. The parties hereto understand and agree that the County is relying on,
and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or
rights, immunities and protections provided by the Colorado Governmental Immunity Act, as
from time to time amended, or otherwise available to County, its affiliated entities, successors or
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assigns, its elected officials, employees, agents and volunteers.
xii. Consultant is not entitled to workers’ compensation benefits except as
provided by the Consultant, nor to unemployment insurance benefits unless unemployment
compensation coverage is provided by Consultant or some other entity. The Consultant is
obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement.
8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of
its officers, agents and employees against any losses, claims, damages or liabilities for which
County may become subject to insofar as any such losses, claims, damages or liabilities arise out
of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance
by Consultant or any of its sub-consultants hereunder; and Consultant shall reimburse County for
reasonable attorney fees and costs, legal and other expenses incurred by County in connection
with investigating or defending any such loss, claim, damage, liability or action. This
indemnification shall not apply to claims by third parties against the County to the extent that
County is liable to such third party for such claims without regard to the involvement of the
Consultant. This paragraph shall survive expiration or termination hereof.
9. Ownership of Documents. All documents prepared by Consultant in connection with the
Services shall become property of County. Consultant shall execute written assignments to
County of all rights (including common law, statutory, and other rights, including copyrights) to
the same as County shall from time to time request. For purposes of this paragraph, the term
“documents” shall mean and include all reports, plans, studies, tape or other electronic
recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or
prepared by or for Consultant (including any employee or subconsultant in connection with the
performance of the Services and additional services under this Agreement).
10. Notice. Any notice required by this Agreement shall be deemed properly delivered when
(i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid,
or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the
parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the
sending party can provide facsimile machine or other confirmation showing the date, time and
receiving facsimile number for the transmission, or (v) when transmitted via e-mail with
confirmation of receipt. Either party may change its address for purposes of this paragraph by
giving five (5) days prior written notice of such change to the other party.
COUNTY:
Eagle County, Colorado
Attention:Jill Klosterman
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-3511
Facsimile: 970-328-3519
E-Mail: Jill.Klosterman@EagleCounty.us
With a copy to:
Eagle County Attorney
500 Broadway
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Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E-Mail: atty@eaglecounty.us
CONSULTANT:
Arbitrage Compliance Specialists, Inc.
Attention: Dawn Coleman, Account Manager
6041 South Syracuse Way, Suite 310
Greenwood Village, CO 80111
Telephone: 303-867-7556
Email: Dawn@RebateByACS.com
11. Coordination. Consultant acknowledges that the development and processing of the
Services for the Project may require close coordination between various consultants and
contractors. Consultant shall coordinate the Services required hereunder with the other
consultants and contractors that are identified by County to Consultant from time to time, and
Consultant shall immediately notify such other consultants or contractors, in writing, of any
changes or revisions to Consultant’s work product that might affect the work of others providing
services for the Project and concurrently provide County with a copy of such notification.
Consultant shall not knowingly cause other consultants or contractors extra work without
obtaining prior written approval from County. If such prior approval is not obtained, Consultant
shall be subject to any offset for the costs of such extra work.
12. Termination. County may terminate this Agreement, in whole or in part, at any time and
for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’
prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall
immediately provide County with all documents as defined in paragraph 9 hereof, in such format
as County shall direct and shall return all County owned materials and documents. County shall
pay Consultant for Services satisfactorily performed to the date of termination.
13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies
related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle
County, Colorado, which shall be the sole and exclusive forum for such litigation. This
Agreement shall be construed and interpreted under and shall be governed by the laws of the
State of Colorado.
14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. The parties approve the use of electronic signatures for
execution of this Agreement. Only the following two forms of electronic signatures shall be
permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully
executed copy of the signature page; (ii) the image of the signature of an authorized signer
inserted onto PDF format documents. All documents must be properly notarized, if applicable.
All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act,
C.R.S. 24-71.3-101 to 121.
15. Other Contract Requirements.
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a. Consultant shall be responsible for the completeness and accuracy of the
Services, including all supporting data or other documents prepared or compiled in performance
of the Services, and shall correct, at its sole expense, all significant errors and omissions therein.
The fact that the County has accepted or approved the Services shall not relieve Consultant of any
of its responsibilities. Consultant shall perform the Services in a skillful, professional and
competent manner and in accordance with the standard of care, skill and diligence applicable to
Consultants performing similar services. Consultant represents and warrants that it has the
expertise and personnel necessary to properly perform the Services and covenants that its
professional personnel are duly licensed to perform the Services within Colorado. This paragraph
shall survive termination of this Agreement.
b. Consultant agrees to work in an expeditious manner, within the sound exercise of
its judgment and professional standards, in the performance of this Agreement. Time is of the
essence with respect to this Agreement.
c. This Agreement constitutes an agreement for performance of the Services by
Consultant as an independent contractor and not as an employee of County. Nothing contained in
this Agreement shall be deemed to create a relationship of employer-employee, master-servant,
partnership, joint venture or any other relationship between County and Consultant except that of
independent contractor. Consultant shall have no authority to bind County.
d. Consultant represents and warrants that at all times in the performance of the
Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations.
e. This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all other agreements or understanding between the
parties with respect thereto.
f. Consultant shall not assign any portion of this Agreement without the prior
written consent of the County. Any attempt to assign this Agreement without such consent shall
be void.
g. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective permitted assigns and successors in interest. Enforcement of this
Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to
any third party.
h. No failure or delay by either party in the exercise of any right hereunder shall
constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding
or succeeding breach.
i. The invalidity, illegality or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision hereof.
j. Consultant shall maintain for a minimum of three years, adequate financial and
other records for reporting to County. Consultant shall be subject to financial audit by federal,
state or county auditors or their designees. Consultant authorizes such audits and inspections of
records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully
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cooperate during such audit or inspections.
k. The signatories to this Agreement aver to their knowledge, no employee of the
County has any personal or beneficial interest whatsoever in the Services or Property described in
this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in
any manner or degree with the performance of the Services and Consultant shall not employ any
person having such known interests.
l. The Consultant, if a natural person eighteen (18) years of age or older, hereby
swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully
present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with
C.R.S. 24-76.5-103 prior to the effective date of this Agreement.
16. Prohibitions on Government Contracts.
As used in this Section 16, the term undocumented individual will refer to those individuals from
foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If
Consultant has any employees or subcontractors, Consultant shall comply with C.R.S.
8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies
that it does not knowingly employ or contract with an undocumented individual who will perform
under this Agreement and that Consultant will participate in the E-verify Program or other
Department of Labor and Employment program (“Department Program”) in order to confirm the
eligibility of all employees who are newly hired for employment to perform Services under this
Agreement.
a. Consultant shall not:
i. Knowingly employ or contract with an undocumented individual to
perform Services under this Agreement; or
ii. Enter into a subcontract that fails to certify to Consultant that the
subcontractor shall not knowingly employ or contract with an undocumented individual to
perform work under the public contract for services.
b. Consultant has confirmed the employment eligibility of all employees who are
newly hired for employment to perform Services under this Agreement through participation in
the E-Verify Program or Department Program, as administered by the United States Department
of Homeland Security. Information on applying for the E-verify program can be found at:
https://www.uscis.gov/e-verify
c. Consultant shall not use either the E-verify program or other Department
Program procedures to undertake pre-employment screening of job applicants while the public
contract for services is being performed.
d. If Consultant obtains actual knowledge that a subcontractor performing work
under the public contract for services knowingly employs or contracts with an undocumented
individual, Consultant shall be required to:
i. Notify the subcontractor and County within three (3) days that
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Consultant has actual knowledge that the subcontractor is employing or contracting with an
undocumented individual; and
ii. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor
does not stop employing or contracting with the undocumented individual; except that Consultant
shall not terminate the contract with the subcontractor if during such three (3) days the
subcontractor provides information to establish that the subcontractor has not knowingly
employed or contracted with an undocumented individual.
e. Consultant shall comply with any reasonable request by the Department of Labor
and Employment made in the course of an investigation that the department is undertaking
pursuant to its authority established in C.R.S. 8-17.5-102(5).
f. If Consultant violates these prohibitions, County may terminate the Agreement
for breach of contract. If the Agreement is so terminated specifically for breach of this provision
of this Agreement, Consultant shall be liable for actual and consequential damages to County as
required by law.
g. County will notify the Colorado Secretary of State if Consultant violates this
provision of this Agreement and County terminates the Agreement for such breach.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set
forth above.
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
COUNTY MANAGER
By: ______________________________
Jeff Shroll, County Manager
CONSULTANT:
By:________________________________
Print Name: _________________________
Title: ______________________________
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Account Manager
Dawn Coleman
EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
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We appreciate the opportunity to provide assistance to help the Issuer 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
Eagle County, Colorado ("Issuer")
P.O. Box 850
Eagle, CO 81631-0850
February 23, 2021
ENGAGEMENT LETTER FOR ARBITRAGE COMPLIANCE SERVICES
Arbitrage Compliance Specialists, Inc. (“ACS”) is pleased to present our fees to provide arbitrage compliance
services for the Issuer. 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
ACS has provided a 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 fee schedule listed on
page 2 provides fees for reports covering the applicable periods. 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
call us at (800) 672-9993 ext.7556.
Sincerely,
Arbitrage Compliance Specialists, Inc.
Please acknowledge acceptance of this engagement by signing and faxing this letter in its entirety to Arbitrage
Compliance Specialists, Inc. at (800) 756-6505 or scanning and e-mailing to Dawn@rebatebyacs.com.
Accepted by – Signature Print Name, Title Date
Dawn Coleman, Account Manager
$7,190,000.00 AIRPORT TERMINAL PROJECT REVENUE REFUNDING BONDS, SERIES 2011A
CONTROL #6.00
each and every client we represent.
Revenue Code of 1986 that governs the arbitrage rebate requirements (the “Tax Code”).
Ms. Jessica Clark, Finance Director
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Dawn Coleman
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Bond Compliance Program Services: Fees
$1,250.00Arbitrage Rebate Calculation 10th Year: 06/28/2016 to 06/28/2021
TOTAL $1,250.00
Optional Fees (If Applicable)
Preparation of IRS Form 8038-T and IRS Filing Instructions Included
Arbitrage Rebate Calculation Services
Comprehensive Arbitrage Compliance Analysis/Set-Up Included
Yield Restriction Calculation (Per Report Period)Included
Spending Exception Calculations (Per 6-Month Report Period)Included
Commingled Funds and / or Transferred Proceeds Included
Legal Services
IRS Audit Assistance (For Bond Issues Completed By ACS)Included
Post-Calculation Services
Debt Compliance Monitoring Service Included
Record Retention Service Included
Discuss the report and findings to ensure a complete understanding of the procedures and recommendations in such report.
Calculation Services
Support Services
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
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.
Advise on how future changes in the Tax Code may affect the debt issue.
Provide technical assistance and consultation in matters related to the arbitrage compliance regulations.
Assist in the IRS record retention requirements, which include storage of records related to the debt issue.
Provide no cost audit support in the event of an IRS audit.
Review the documents related to the debt issue to include the Official Statement, Tax Certificate, IRS Form 8038-G and
CPA Verification Report.
Perform the rebate, yield restriction/yield reduction or spending exception/penalty calculations in compliance with Internal
Revenue Code of 1986.
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.
Monitor IRS filing deadlines, election requirements and restricted periods in our database tracking system to ensure timely
reporting.
Provide calculations with legal opinion and CPA certified professional opinion that can be relied upon by the Issuer
regarding the liability. The report will provide supporting documentation to include the calculation method employed,
assumptions and conclusions.
Prepare payment Form 8038-T with detailed filing instructions for accurate and timely filing to the IRS, if applicable.
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EXHIBIT B
Insurance Certificate
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