BOND LOGISTIX, LLC 4-2009 - Laserfiche WebLink

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iNSURf;IVGL ON FILE '7';ORK MAY PROCEED UNTI! INSURANCE EXPIRES 10-01-D~l CLERK OF COUNCIL DATE:3_~_Oy AGREEMENT FOR EXAMINATION SERVICES N-2009-015 (1, ~~ ~~nanCL ~~ck lam THIS AGREEMENT is entered into as of March 2, 2009, by and between the CITY OF SANTA ANA (the "Issuer") and BOND LOGISTIX LLC ("BLX"), as follows: Recitals A. The Issuer has been notified by the Internal Revenue Service (the "IRS") that its Certificates of Participation (Santa Ana Recycling Project), 1996 Series A (the "Bonds"), which were issued by the Issuer in the principal amount of $11,990,000, are the subject of an examination by the IRS (the "IRS Examination"). B. The Issuer desires to engage the services of ORRICK, HERRINGTON & SUTCLIFFE LLP ("Orrick") through BLX for special tax counsel services to represent it in connection with the IRS Examination of the Bonds. C. The Issuer has determined that BLX and Orrick possess the necessary professional capabilities and resources to provide the services required by the Issuer in connection with the IRS Examination and as described in this Agreement. Agreement 1. Scone of Services To Be Provided by BLX. Subject to any exclusions as set forth below, BLX shall, with the assistance of Orrick as appropriate, perform the following services: (a) BLX shall appoint Omek to act as the primary contact with the IRS Agent in connection with the IRS Examination of the Bonds. (b) BLX, with the assistance of Orrick, as appropriate, shall be responsible for handling all aspects of the IRS Examination. 2. Scone of Services Not To Be Provided By BLX or Orrick. (a) Neither BLX nor Orrick is not currently being engaged to provide disclosure services to the Issuer with respect to disclosure to the "market" as to the status of the IRS Examination or tentative or final determinations by the IRS with respect to its examination. (b) The services of BLX and Orrick are limited to those specifically set forth above. Those services do not include representation of the Issuer in any litigation or other legal, administrative or legislative proceeding or matter, including without limiting the foregoing, any other examination, audit or review by any state or federal agency of any other Issuer financing. The services also do not include any financial advice or analysis.