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Home My WebLink About2003-337 i6 - os -a 7666 Fifth Avenue of \\' BOND LO G T 11 X LLC New York , NY 10103 r` Phone 212 506 5200 Fax 212 506 5151 `., INSIGHT . INNOVATION . INTEGRATION . www. bondlogistix . com November 10 , 2003 Mr. Edwin M. Fry Finance Director Indian River County Clerk of Circuit Court 1840 25th Street Vero Beach, FL 32960 -3394 Re : Arbitrage Rebate Compliance Services Dear Mr. Fry : This letter is to confirm the engagement of Bond Logistix LLC ( "BLX" ) by Indian River County ("Obligor" ) for the purpose of performing calculations relating to the arbitrage and rebate requirements contained in the Internal Revenue Code (the " Code" ) . The calculations are to be performed with respect to the bond issue(s) listed on Exhibit A hereto (the "Bonds ") applying applicable federal tax rules . BLX will calculate the amount of rebate liability with respect to the Bonds once per year as of the end of each bond year (unless specifically directed in writing otherwise by the Obligor) and as of the final maturity or redemption of the Bonds (each such date on which a rebate calculation is performed is referred to herein as a " Rebate Calculation Date " ) applying regulations of the United States Department of the Treasury (" Treasury" ) in effect on such Rebate Calculation Date . In addition, if a "penalty in lieu of rebate" election under Code Section 148 (f)(4) (C)(vii) has been made by the Obligor with respect to the Bonds , BLX will calculate, every six months , the amount of such "penalty" as of the end of each six- month period beginning on the date of issue of the Bonds (each such date on which a penalty calculation is performed is referred to herein as a "Penalty Calculation Date" ) . (The term " Calculation Date " as used herein shall refer to a Rebate Calculation Date or a Penalty Calculation Date, as appropriate .) In addition, if required or requested by the Obligor, BLX will include in each report delivered to the Obligor an analysis of compliance with applicable arbitrage yield restrictions . With respect to each Calculation Date , BLX will prepare or cause to be prepared schedules reflecting the relevant calculations and the assumptions involved and will deliver a rebate or penalty liability report addressed to the Obligor as to the amount of the rebate or penalty liability as of such Calculation Date . At the Obligor ' s election, which election is made by the Obligor ' s signature of this engagement letter, each such rebate or penalty liability report will include a legal opinion provided by the law firm, Orrick, Herrington & Sutcliffe LLP (" Orrick") . BLX will engage Orrick to provide legal oversight and review as it deems necessary to render its opinion that the computations shown in the report were performed in accordance with applicable federal law and regulations . Because BLX is an Orrick subsidiary, you may choose to consult counsel other than Orrick about the terms of this engagement. The Obligor undertakes to provide or cause to be provided to BLX all such relevant data (the "Data" ) , as specified by BLX from time to time , and shall cooperate with all reasonable requests of BLX in connection therewith. Bond Logistix LLC (" BLX") is authorized hereby to obtain Data held by a Trust Bank (the " Trustee ") concerning funds and accounts established with regard to the bond issue(s) of the Obligor listed on Exhibit A hereto . If available, BLX is authorized to obtain access to view and download said Data from any "online" or "internet based" system or application maintained by the Trustee for such purposes . If such systems or applications are not maintained by the Trustee BLX is authorized to request the Data from the Trustee in a format useful to BLX, and otherwise available to the Trustee . The Obligor D A L L A S L O S AN G E L E S NEW YORK S AN F R AN C IS C O Indian River County November 10, 2003 \j B0NOIQGISTI iLLC Paget INSIGHT . INNOVATION . INTEGRATION . also agrees to inform BLX of any actual or planned early redemption of the Bonds at its earliest opportunity. BLX is not being engaged hereunder, and BLX is not hereby obligated, to undertake any of the following: (1) independently determine whether there were "prohibited payments " or " imputed receipts " within the meaning of the Treasury Regulations; (Z) perform an audit or review of the investments acquired with gross proceeds or the payment of debt service on the Bonds ; (3) perform calculations or other research as to the desirability of elections or selections that may be available under applicable federal tax law; (4) review the tax-exempt status of interest on the Bonds or any other aspect of the Bond program except for rebate and penalty liability to the extent set forth in this engagement letter; (5) consider any information obtained by BLX pursuant to this engagement for any purpose other than determining such rebate and penalty liability; and (6) 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 . Should the Obligor desire BLX to undertake any of the foregoing, such work will be the subject of a separate engagement and a separate fee, if any. In addition, BLX will be entitled to rely entirely on information provided by the Obligor and the Trustee and/or their agents and assigns without independent verification. The fee with respect to the Bonds will be determined pursuant to Exhibit B hereto . Engagement Fees are due upon each engagement and Report Fees are due upon delivery of each report by BLX. This engagement is terminable by either party by written notice to the other, such termination to be effective immediately; provided that, if BLX terminates this engagement prior to delivering any calculations, the engagement fee (if previously paid) shall be refunded. BLX shall be entitled to assign its rights and obligations under this engagement in whole or in part upon prior written notice to the Obligor; provided that no such notice is required so long as Orrick retains the obligation to deliver legal opinions hereunder . No additional fees will be charged by Orrick for providing the legal services described herein . BLX will separately compensate Orrick for such services . BLX and/or Orrick may have client relationships with other parties involved in some manner with the Bonds or the Obligor (for example, underwriters, trustees, rating agencies, insurers, credit providers , lenders , contractors, developers, advisors, investment advisors/providers/brokers , public entities . and others) whether with respect to the Bonds or some unrelated matter(s) . However, to the extent that a conflict-of-interest is created by this engagement, the Obligor hereby waives any such conflict . If this engagement letter is satisfactory, please have an authorized official execute one copy and return it to the undersigned . Very truly yours, BOND LOGISTIX LLC Alan Bond Associate Director Accepted: INDIAN RIVER COUNTY By: Print Name : eth R . Macht Title : Chairman Date : December 16 , -2002 E-mail Address : kmassun @q 1 r cgoy . com tw i BOND LOGESTIXuc INSIGHT. INNOVATION . INTEGRATION . EXHIBIT A Description 1 . $ 7 , 5301000 Refunding Revenue Bonds Series 1992 2 . $50152000 Water and Sewer Revenue Bonds Series 1993 A and B 3 . $9 , 875 ,000 Recreational Revenue Refunding Bonds Series 1993 ` 13 \ BOND LOG ( STfuC INSIGHT. INNOVATION . INTEGRATION , EXHIBIT B ARBITRAGE REBATE COMPLIANCE SERVICES FEE SCHEDULE BASE FEE Service Fee Report Fee (per report) $ 1 , 750