HomeMy WebLinkAboutPFM 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