The URL can be used to link to this page

Home My WebLink AboutA4447 - PECK SHAFFER WILLIAMS TOLLING AGR MO7002 Peck Shaffer & Williams • • Tolling Agreement AGRFEmENT #4447 1407008, 2-6-02 TOLLING AGREEMENT This Tolling Agreement(the"Agreement") is made between City of Palm Springs (the"City"), on the one hand, and Peck Shaffer&Williams, LLP ("PS&W`� on the other hand (collectively the City and PS&W are the "Parties"). The effective date of the Agreement is October 12, 2001. Recitals A, The City may claim to have a legal malpractice or other claim against PS&W. Neither party admits or concedes the validity of any such claims. PS&W specifically denies any liability to the City. Neither of the Parties admits liability to the other by entering into the Agreement. The Agreement neither creates nor waives rights or remedies for or against either of the Parties to the Agreement. The Parties agree that this Agreement, its terms or existence cannot be used adversely to any of the Parties, except to enforce its terms. B. The Agreement is solely for the benefit of the Parties. No person or entity that is not either of the Panics shall have the right, standing or authority to invoke its terms,benefits, or obligations without the express written consent of all of the Parties, Terms 1. In consideration, the Parties agree not to commence a legal, equitable, judicial or administrative proceeding against one another in connection with the audit by the Internal Revenue Service (the "IRS") of the following issuances (the "Audit"): (1) $2,366,00 City of Palm Springs Certificates of Participation (Palm Springs Assisted Living Centers), 1991 Subordinate Series B; (ii) $5,481,489 City of Palm Springs Certificates of Participation (Palm Springs Assisted Living Centers), 1991 Series A; (iii) $798,012 City of Palm Springs Refunding and Improvement Certificates of Participation (Palm Springs Assisted Living Center), 1993 Series B; and (iv) $8,099.248 City of Palm Springs Refunding and Improvement Certificates of Participation (Palm Springs Assisted Living Center), 1993 Series A (the "Issues"). All time limits, in law or equity, for commencing such proceedings or for asserting a defense shall be tolled as of the date of this Agreement until the Agreement is terminated. 2. The Agreement shall terminate on the earliest of(a) the completion of the Audit and issuance of a letter by the IRS determining the Issues to be taxable, or (b) 30 days after either of the Parties gives written notice to the other of the election to terminate the Agreement. Written notice terminating the Agreement shall be delivered, by facsimile and either by personal service or by a nationally recognized courier service with a receipt,to the other party's counsel, at such counsel's normal address. 3. The Agreement shall not revive any claim that is time-barred on or before October 12, 2001,the effective date of the Agreement. 1 �uu.a yy, y.,, ul anu ia.�l rnn ci+ ,;,'uu • 4. The Agreement shall be deemed to have been drafted by both of the Parties, and shall not be construed against either of the Parties on the premise that either of the Parties drafted the Agreement. 5. The Agreement may be extended only on or before the day it is to terminate, by a writing that establishes a date certain to which the Agreement shall be extended, executed by both of the Parties. 6. In any action to enforce the Agreement or seeking relief for its breach, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 7. The Agreement is confidential and shall not be disclosed to any person or entity by any party to the Agreement, or their counsel and their insurer, except as necessary to establish whether a claim or defense falls within the Agreement. 8. The Agreement may be signed in counterparts, each of which, when fully executed, shall constitute the Agreement. 9. The Agreement is the entire agreement among the parties. Iu executing the Agreement, neither party is relying on or acting on any promise, inducement, or agreement not expressed in the Agreement. 10. The Agreement is controlled by the law of California. CITY OF PALM SPRINGS DATED:_ By: `i/tGrf �L�ac� y,i/y Thomas M, Kanarr , Di r of Finance David H. Ready, q Manager PECK SHAFFER&WILLIAMS, LLP .DATED: �� By: ��s e lJ Carol Duane Olson 7 2 J VUV !L 1YV1 16V 11.01 rt L1U IOU LJVU • THE AGREEMENT IS APPROVED AS TO FORM AND CONTENT: BURKE,WII.LIAMS&SORENSEN,LLP DATED: ti a .�✓ ,_t !�„�.. �-,�.o-_ - { I7rban J. Schreiner Attomeys for CITY OF PALM SPRINGS ,PECK SHAFFER&WILLIAMS, LLP DATED; ac F. rcb eys for PECK SHAFFER& WILLIAMS, LLP 3 UU� AV1J, V1 1IIU 1Y.JV "' L1J" "" LAW OFFICES 1010, $URKE, WrLLJAMS& SORENSEN, LLP OM KALE ANAMUM,NTY SUITE 611 WEST SMH STREET 5AH DIEGO COUNTY 0MCE 16101 VON,Cklr 1 AYEAUl,2-100 1050 tnvlH Teti CAuroRNu n612-1DD9 SUITE 2500 sow 07GO,GLL3FOANG s81o1-a5a3 F= ("g)%3-3367 COS ANGELESN: (619)615-6511 rec (4/9)E63.3350 ,CALIFORNIACALiFORNIA 90017.3102 Fax; (619)fits-E673 Tel: (213)236-060o Fax: (213)236.2700 RIVERSIDE COUNTY OMCE www.bWslaw,com VENFURA COUNTY OFFICE 3403 TENTH STREET,MfZ 300 2310 EAST PONDEROSA DRtYE,SUITE 25 RNPRgTl; (WO)A R 92E01-3G29 CMMU-0,CAUFDRNU,93390.4747 Td: (909)ie6-0100 Tel (Y05)9E7-3466 W. (9D9)78517C5 Fax: (WS�4E M4 win"Dvect DW 213-23E2834 OM RLE NO' 9parkQ6w4*w..m 04D64-Og01 November 1 VIA FACCSIMME(513)241.4771 AND U.S. MAI Jack F. Fuchs, Esq. Thornpsou Hine f 322 Walnut Street, 14th Floor — Cincinnati, OH 45202 y �/ Re: rRS Audit of Bond Issue l� ! /J Dear Mr. Fuchs: ?ut%EE's This is a follow-up to my letter dated Oct telephone conversations since October 9, 2001 with you that your revised version of the tolling agreemen�,*wvcptaDle except for Paragraph 10. For the obvious reasons,we advised you that Paragraph 10 must read as follows: "The Agreement is controlled by the law of California." We informed you that our client is prepared to sign the tolling agreement with those changes to Paragraph 10. You advised me that you would discuss this hatter with your client and get b - ^^ aq Dossible. Attached is a revised version of the tolling agreement .i To date, we have yet to he; ad return the ��_ - agreement to us by no later than No f / s he agreement by such,date, we will have no choir c ant's available. remedies. -71 0 I look forward to your anti / � �u '� �'ti / � s or comments regarding any of the above matter v C? � 2 I L aASEN LLP L Enclosure - -- . or: David J. Aleshire,Esq., City Attorney Urban J. Schreiner,Esq. • � A 19 MA es VIP a - j �� — 8 X He Edit Corirtection Setup Macro VJindo Ip l� l974 -- __ �l Enter a command, ,(push' return to search wit keywords) 11 Enter the Index (Retikrn to cancel ) TOLLING 'Would you Like .to lindex 'hy, the first 4, character Y (N) TOLLING TELENOMICS Would you Aike to use all of the key words shown-above (N) Would ,you, like to"'add a key :word simiij ar, to, TOLLING (N) i The following counts were found :far each ;k,eyword TOLLING ( 2) i 2 Actions ,'were 'se lected VISION CBD LAWSUIT 'MCWETHY PALM MT T0LLING AG A3481 2-1-95 133-0115-0040 'VISION CBD LAWSUIT 'MCWETHY PALM 'MT MOU STLMNT A3519 4-12-95 C 133-005-0042M ITACHEVAH G/C INCL TOLLING' AGR A3481. , ;Enter a co'mman'd (push return to search with keywords) Next Set : Search ., Search Select Prey Next Refresh Set 1 , ' � Agree Date Action Action Action Screen Exit — - - — = - Nurn Caps � :... . I - u !�SCad • ciky.rlw - ReFI.., �3j In bo,=-MirmsofP... ®MicrosyftVJord ' �"-y't;CERTR.liKPm4....+ ,�r�l _��' 3:1E�F'f-i r �G� S �i