Loading...
HomeMy WebLinkAboutPFM Asset Management, LLC - Arbitrage Engagement Letter Oct 2015A&- a PFM The PFM Group Financial &. kluestinent &dvisus One Keystone Plaza Suite 300 800.937.2736 North Front & Market Streets 717.232.2723 Harrisburg, PA 17101-2044 717.233.6073 fax Two Logan Square Suite 1640 800.937.4736 1 8t & Arch Streets 215.567.6140 Philadelphia, PA 19103-2270 215.567.4180 fax www.pfm.com ARBITRAGE REBATE COMPLIANCE SERVICES AUTHORIZATION LETTER September 11, 2015 Mr. Shawn Boyle Finance and Administrative Services Director City of Winter Springs 1126 East SR 434 Winter Springs, FL 32708 Re: Arbitrage Rebate Compliance Services Dear Mr, Boyle: This letter confirms the engagement of PFM Asset Management LLC ("PFMAM") by the City of Winter Springs, Florida (the "Issuer") for the purpose of performing calculations relating to the rebate requirements contained in Section 148(f) of the Internal Revenue Code of 1986 (the "Code"). The calculations are to be performed with respect to the debt obligations listed on Exhibit A hereto (the "Bonds"), applying applicable federal tax rules. The Issuer acknowledges that it is engaging PFMAM hereunder in connection with the performance by PFMAM of only those services specifically set forth below. PFMAM will calculate the amount of rebate liability with respect to the Bonds as of the end of each bond year (or other appropriate period) and as of the final maturity or redemption of the Bonds (each such date herein referred to as a "Calculation Date") applying regulations of the United States Department of the Treasury in effect on such Calculation Date. PFMAM will provide the following services: (i) calculation of the amount of rebate liability with respect to the Bonds as of each Calculation Date, and (ii) delivery of schedules reflecting such rebate liability calculation and the assumptions involved. The Issuer undertakes to provide or cause to be provided to PFMAM all relevant data, as requested from time to time, with respect to each Calculation Date within 15 days after such date and the Issuer agrees to cooperate with all reasonable requests in connection herewith. This information will be necessary to identify the amount of "gross proceeds" (as that term is used in the Code) of the Bonds subject to the rebate requirement, investment income thereon and applicable yields on the Bonds and on such investments in order to calculate the rebate liability of the Issuer with respect to the Bonds as of the Calculation Date. PFMAM is not being engaged to duplicate work performed by the prior Rebate Calculation Agent, if any, to independently determine whether there were "prohibited payments" or "imputed receipts" within the meaning of Treasury Regulations or to perform an audit or review of the investments acquired with gross proceeds or the payment of debt service on the Bonds, and PFMAM will be entitled to rely entirely on information provided by the Issuer without independent verification. PFMAM is also not being engaged to audit or review the tax exempt status of interest on the Bonds or any other aspect of the Bond program except for the rebate liability to the extent set forth in this engagement letter, and PFMAM shall be under no obligation to consider any information obtained by PFMAM pursuant to this engagement for any purpose other than determining such rebate liability. PFMAM shall not have any obligation to update any report delivered hereunder because of events City of Winter Springs, Florida September 11, 2015 Page 2 occurring, changes in regulations, or data or information received, subsequent to the date of delivery of such report. The fees payable to PFMAM with respect to the Bonds are as determined pursuant to Exhibit B hereto. Calculation Date fees are due upon delivery of each calculation. This engagement is terminable in its entirety by either party hereto upon thirty (30) days' written notice to the other party. If PFMAM terminates the engagement prior to the initial Calculation thereunder, the initial set-up fee (if previously paid) shall be refunded to the Issuer. PFMAM is being retained hereunder only to perform the services specified above. However, the Issuer may request PFMAM to advise the Issuer on matters not covered by such services. Should PFMAM undertake to provide such advice, PFMAM will only do so only if specifically requested in writing by the Issuer for a separate fee based on a separate agreement. PFMAM may rely upon the advice of counsel, who may be counsel to the Issuer, and upon statements of accountants, brokers and other persons believed by it in good faith to be experts in the matters upon which they are consulted. To the extent authorized by Florida Statutes §768.28 the issuer agrees to indemnify, defend, and hold harmless PFMAM and its officers, directors, and employees from any and all losses, liabilities, darnages and claims, and all related costs and expenses, including attorneys' fees and costs of investigation, litigation, settlement, judgment, interest and penalties arising from or in connection with any claim made against PFMAM based upon the negligent act or omission of the Issuer or its employees while acting within the course and scope of their employment. Nothing herein is intended to serve as a waiver of sovereign immunity by the Issuer nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this engagement letter. Additional Issues may be added, from time to time, to Exhibit A hereto by written notice from the Issuer to PFMAM, and the fee schedule on Exhibit B shall apply unless other fees are agreed to in writing. If this engagement letter is satisfactory, please have an authorized official acknowledge below and return one copy to the undersigned. Very truly yours, PFM Asset Management LLC 6;x6w P 0, I'Naw Joan M. DiMarco Managing Director Accepted: City of Winter Springs 11R,da By: U l Name: Title: (I f - Oia`Tf Date: City of Winter Springs, Florida September 11, 2015 Page 3 Exhibit A Description 1. $7,998,969.75 Improvement Refunding Bonds, Series 1999 2. $6,969,191.35 Water and Sewer Refunding Revenue Bonds, Series 2000 3. $8,870,000 Improvement Refunding Revenue Bonds, Series 2003 4. $8,464,906 Water and Sewer System Revenue Refunding Note, Series 2011 A 5. $870,617 Water and Sewer System Revenue Refunding Note, Series 2011B 6. $3,730,050 Water and Sewer System Revenue Refunding Note, Series 2011C 7. $1,377,246 Improvement Refunding Revenue Note, Series 2011 8. $1,765,000 Special Assessment Revenue Refunding Note, Series 2011 9. $2,739,107 Limited General Obligation Refunding Note, Series 2012 10. $3,494,000 Improvement Refunding Revenue Note, Series 2014 City of Winter Springs, Florida September 11, 2015 Page 4 Exhibit B ARBITRAGE REBATE COMPLIANCE SERVICES FEE SCHEDULE