Laserfiche WebLink
Metadata
Document management portal powered by Laserfiche WebLink 9 © 1998-2015 Laserfiche. All rights reserved.
Form No. 148(f); Revised 1/25/16 <br />AGREEMENT FOR <br />ARBITRAGE REBATE COMPLIANCE SERVICES <br />BETWEEN <br />CITY OF: PARIS, TEXAS <br />(Hereinafter Referred to as the "Issuer") <br />AND <br />FIRST SOUTHWEST ASSET MANAGEMENT, LLC <br />(Hereinafter Referred to as "FSAM") <br />It is understood and agreed that the Issuer, in connection with the sale and delivery of certain bonds, notes, certificates, or <br />other tax-exempt obligations (the "Obligations"), will have the need to determine to what extent, if any, it will be required to <br />rebate certain investment earnings (the amount of such rebate being referred to herein as the Arbitrage Amount") from the <br />proceeds of the Obligations to the United States of America pursuant to the provisions of Section 148(f)(2) of the Internal <br />Revenue Code of 1986, as amended (the "Code"). For purposes of this Agreement, the term "Arbitrage Amount" includes <br />payments made under the election to pay penalty in lieu of rebate for a qualified construction issue under Section 148(f)(4) of <br />the Code. <br />We are pleased to submit the following proposal for consideration; and if the proposal is accepted by the Issuer, it shall <br />become the agreement (the "Agreement') between the Issuer and FSAM effective at the date of its acceptance as provided for <br />herein below. <br />This Agreement shall apply to all issues of tax-exempt Obligations delivered subsequent to the effective date of the <br />rebate requirements under the Code, except for (i) issues which qualify for exceptions to the rebate requirements in <br />accordance with Section 148 of the Code and related Treasury regulations, or (ii) issues excluded by the Issuer in <br />writing in accordance with the further provisions hereof, (iii) new issues effected in a fashion whereby FSAM is <br />unaware of the existence of such issue, (iv) issues in which, for reasons outside the control of FSAM, FSAM is <br />unable to procure the necessary information required to perform such services. <br />Covenants of First Southwest Asset Management <br />We agree to provide our professional services in determining the Arbitrage Amount with regard to the Obligations. <br />The Issuer will assume and pay the fee of FSAM as such fee is set out in Appendix A attached hereto. FSAM shall <br />not be responsible for any extraordinary expenses incurred on behalf of Issuer in connection with providing such <br />professional services, including any costs incident to litigation, mandamus action, test case or other similar legal <br />actions. <br />We agree to perform the following duties in connection with providing arbitrage rebate compliance services: <br />a. To cooperate fully with the Issuer in reviewing the schedule of investments made by the Issuer with (i) <br />proceeds from the Obligations, and (ii) proceeds of other funds of the Issuer which, under Treasury <br />Regulations Section 1.148, or any successor regulations thereto, are subject to the rebate requirements of <br />the Code; <br />b. To perform, or cause to be performed, consistent with the Code and the regulations promulgated thereunder, <br />calculations to determine the Arbitrage Amount under Section 148(f)(2) of the Code; and <br />C. To provide a report to the Issuer specifying the Arbitrage Amount based upon the investment schedule, the <br />calculations of bond yield and investment yield, and other information deemed relevant by FSAM. In <br />undertaking to provide the services set forth in paragraph 2 and this paragraph 3, FSAM does not assume <br />any responsibility for any record retention requirements which the Issuer may have under the Code or other <br />applicable laws, it being understood that the Issuer shall remain responsible for compliance with any such <br />record retention requirements. <br />128857-1 <br />