HomeMy WebLinkAboutContracts & Agreements_136-2001_CCv0001.pdf /1 \'N, 77-7 South.Figueroa Street,Suite 3200
Los Angeles,CA 90017
BOND LOG ISTIXULC
Phone 213 612 2200 Fax 213 612 2499
INSIGHT. INNOVATION, INTEGRATION, wvvw.bondlogistix.com
August 1, 2001
City of Redlands
35 Cajon Street, Suite 30
Redlands,CA 92373
Arbitrage Rebate Payment Refund Request
Dear Sir or Madam:
This letter is to confirm the engagement of Bond Logisfix LLC ("BLV) by the City of Redlands
(the "Cit-y")for the purpose of filing a refund claim(the "Refund Claim") for recovery of an overpayment
of arbitrage rebate liability previously made by the City. The Refund Claim will be filed with respect to
the bond issue(the "Bonds"), referenced on Exhibit A hereof, applying applicable federal tax laws, rules,
regulations, and procedures. In connection with the Refund Claim, the City acknowledges that BLX will
engage Orrick, Herrington& Sutcliffe 1.1-P("Orrick")to provide any required legal opinions in connection
with the Refund Claim and the City consents to such engagement.
BLX will prepare the necessary documentation to support the Refund Claim. This documentation
primarily consists of providing arbitrage rebate calculations and accompanying Orrick legal opinions
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addressing the City's arbitrage rebate liability with respect to the Bonds. After review by the City, BLX
will file the necessary forms and documentation with the Internal Revenue Service (the "Service") in
accordance with Revenue Procedure 92-831, BLX will process the Refund Claim with the Service to
completion, including responding to any requests for additional information or calculations made by the
Service. The City undertakes to provide or cause to be provided to BLX all such relevant data, as
specified by BLX from time to time, with respect to the Refund Claim, and BLX will be entitled to rely
entirely on such information without independent verification.
BLX is not being engaged hereunder, and BLX is not hereby obligated, to represent the City with
respect to an audit or review of the Bonds, or the tax-exempt status thereof, except as it relates to the
rebate liability of the City or any documentation prepared by BLX in connection with a refund claim
being filed. Should the City,desire BLX to undertake any of the foreooino, such work will be the subject
of a separate engagement and a separate fee. If the Bonds become the subject of an audit by the Service,
and the City decides to engage BLX to represent it in such audit, BLX agrees that it will attempt to
commit to a fixed fee for such representation to be determined at that time. Such fee will need to take
into account the nature and extent of the audit and other factors which shall be determined at such time, if
applicable.
The fees with respect to services provided in connection with the Refund Claim will include a
$3,000 filing fee and a contingent fee payable if and when the City receives a refund of all or a portion of
its rebate overpayment or such lesser amount as actually received by the City (the "Refund Amount") in
the amount of 10%,payable upon receipt of the Refund Amount.
City of Redlands
BalloL€l 6 ( STIX August 1, 2001
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Page e 2
This engagement is terminable by BLX by written notice to the City, such termination to be
effective immediately. If the City terminates this engagement for reasons other than inadequate
performance by BLX of its responsibilities hereunder, the City shall pay a termination fee equal to the
amount of the contingent fee specified in the above paragraph upon receipt of its refund.
BLX and/or Orrick may have had, have, or in the future have, attorney-client relationships with
other parties involved in some manner with the Bonds or the City (for example, underwriters, trustees,
rating agencies, insurers, credit providers, lenders, contractors, developers, advisors, investment
advisors/providers/brokers, public entities and others) whether with the respect to the Bonds or some
unrelated matter(s). However,to the extent that a conflict-of-interest, is or may be created by any of such
relationships or from this engagement, the City, by accepting this engagement letter, shall be deemed to
waive any such conflict, whether now existing or hereafter arising.
If this letter is satisfactory, please have an authorized official execute one copy and return to the
undersigned.
Very truly yours,
Bond Logistix LLC
By:
Glenn R. Casterline
Associate Director
Accepted:
City of Redlands
BysiG ��
Title Pat Gilbreath, Mayor
Date: September 4, 2001
Attest:
By:C .,
orrie'Ety CWrZ
EXHIBIT A
Description
1. $17,905,000
City of Redlands, California
Certificates of Participation
(Sewer Facilities Improvement Project)
Redlands Public, Improvement Corporation