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Home My WebLink AboutPFM Group-The Arbitrage Rebate Compliance Services Authorization Letter -2009 06 30One Keystone Plaza 717 232-2723 Suite 300 717 233-6073 fax ~ N. Front & Market Streets www.pfm.com Harrisburg, PA ~_ The PFM Group 17101-zoaa ARBITRAGE REBATE COMPLIANCE SERVICES AUTHORIZATION LETTER June 30, 2009 Ms. Kelly Balagia Interim Finance Director City of Winter Springs 1126 East SR 434 Winter Springs, FL 32708 Re: Arbitrage Rebate Compliance Services Dear Ms. Balagia: 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 occurring, changes in regulations, or data or information received, subsequent to the date of delivery of such report. The Issuer shall pay PFMAM the following fees to prepare the initial arbitrage calculations with respect to the Bonds: .,,: ~, ,a;, 1999 Improvement Refunding Revenue. Bonds 7/20/2009 _ $2,500 2000A&B Capital Improvement Revenue Notes 6/15/2005 - _ $2,500 2000 Water & Sewer Refunding Revenue Bonds 10/12/2010 $2,500 2001 Special Assessment Revenue Bonds 5/09/2006 -- $2,500 2001 Water & Sewer Refunding. Revenue Bonds __ .8/09/2006 $2,500 _ . 2002 Water & Sewer Refunding ,Revenue Bonds 1/09/2007 $2,500 __ _ 2002 Limited GO Revenue Bonds _ _ ____ n.. 2/27/2007 _____._ __ .. ._ _. $2,500 ______. _.. 2003 Improvement Refunding Revenue Bonds 7/09/2008 v _ __ __ $2,500 2004 Capital Improvement Revenue Note 3/01/2009 $2,500 2004A Capital Improvement Revenue Note 6/02/2009 _ $2,500 _. _ ._ 2004B Capital Improvement Revenue Note 9/30/2009 _ $2,500 _ 2006 Special Assessment Revenue Bond 2/28/2011 __ _ __ $2,500 If an Issue only requires a spending exception compliance report, the fee will be $1,500 per report, per issue. Beginning on January 1, 2010, fees for any additional calculations prepared with respect to the Bonds will be the equal to the initial calculation fee of $2,500, adjusted annually, as of January 1 of each year, for inflation based on the change in prices as measured by the Consumer Price Index-All Urban Consumers. 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 PFM terminates the engagement prior to the initial Calculation there under, 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. PFMAM agrees to indemnify, defend, and hold harmless the Issuer and its commissioners, attorneys, officers and employees from any and all losses, liabilities, damages, and claims, and all related costs and expenses, including reasonable attorney's fees and costs of investigation, litigation, settlement, judgment, interest and penalties arising out of any wrongful conduct, whether negligent or intentional, of PFMAM, its officers, employees, or authorized agents, in connection with its performance under this engagement letter. This indemnification and hold harmless shall survive the termination of this engagement. This engagement shall be governed by the laws of Florida. In the event of any dispute between PFMAM and the Issuer, jurisdiction shall be in Seminole County, Florida for state actions or Orlando, Florida for federal actions. 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 herein 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 (~__~ David Reeser Managing Director Accepted: City of Winter Springs, Flo ' a By: Name: Kevin L . Smith Title: City Manager Date: July 14, 2009 EXHIBIT A Descri tion 1. $7,998,969.75 Improvement Refunding Revenue Bonds, Series 1999 2. $1,619,500 Capital Improvement Revenue Notes, Series 2000A&B 3. $6,969,191.35 Water and Sewer Refunding Revenue Bonds, Series 2000 4. $2,265,000 Special Assessment Revenue Bonds, Series 2001 5. $6,065,000 Water and Sewer Refunding Revenue Bonds, Series 2001 6. $13,980,000 Water and Sewer Refunding Revenue Bonds, Series 2002 7. $3,400,000 Limited General Obligation Refunding Revenue Bonds, Series 2002 8. $8,870,000 Improvement Refunding Revenue Bonds, Series 2003 9. $1,350,000 Capital Improvement Revenue Note, Series 2004 10. $575,907 Capital Improvement Revenue Note, Series 2004A 11. $5,000,000 Capital Improvement Revenue Note, Series 2004B 12. $430,000 Special Assessment Revenue Bonds, Series 2006