BOND LOGISTIX, LLC - 2008 - Laserfiche WebLink

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EXHIBIT 1 February 20, 2008 Santa Ana Financing Authority 20 Civic Center Plaza M17 I'.O. Box 1988 Santa Ana. CA 92701 Re: Arbitrage Rebate Compliance Services Ladies and Gentlemen: 777 South Figueroa Street. Suite 3200 Los Angeles, CA 90017 Phone 213 612 2200 Fax 213 612 2499 www. bontl lagistix.com This letter is to confirm the engagement of Bond Logistix LLC ("BLX") by the Santa Ana Financing Authority ("Obligor") for the purpose of performing calculations relating to the arbitrage and rebate requirements contained in the Internal Revenue Code (the "Code") and the legal advice described below. f he calculations aze 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 [o the Bonds once per yeaz 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"). Accordingly, the Obligor is retaining BLX for the purpose of obtaining legal advice from Orrick in the form of the legal opinion. 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 [o 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. 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