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HomeMy WebLinkAbout1507 Appointing Gilmore and Bell as Special Legal Counsel IRS Bond Examination BILL NO. 2017-005 ORDINANCE NO. I,"D 7 AN ORDINANCE APPOINTING GILMORE AND BELL, P.C. AS SPECIAL LEGAL COUNSEL WHEREAS, Section 79.230 of the Revised Statutes of Missouri provides that the Mayor and Board of Aldermen may employ special counsel by ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE,MISSOURI, AS FOLLOWS: SECTION 1 — APPOINTMENT. That Gilmore and Bell, P.C. is hereby employed as special legal counsel for the City of Riverside in connection with the IRS bond examination, and the Mayor is hereby authorized to execute the attached engagement letter agreement on behalf of the City. SECTION 2. FURTHER AUTHORITY. The Mayor, City Administrator, Finance Director, and other employees and agents of the City, are hereby authorized and directed to execute such other documents, certificates and instruments and take such actions as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform tasks with respect to the IRS examination. SECTION 3 — EFFECTIVE DATE. This ordinance shall be in full force and effect from and after the date of its passage and approval. BE IT REMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside this Jlt day of , 2017. 4yor Kathleen L. Rose obinJKi ttaid, City-0erk , GILMOkEBELL GILMORE S BELL PC 2405 GRAND BOULEVARD,SUITE 1100 KANSAS CITY,MISSOURI 64108-2521 816-221-10001816-221-1018 FAX OILMOREBELL.COM January 5,2017 Via email:doliverkriversidemo.com Ms.Donna Oliver Finance Director City of Riverside,Missouri 2950 NW Vivion Road Riverside,MO 64150 Re: $20,000,000 City of Riverside,Missouri Recovery Zone Facility Revenue Bonds (Hoover Universal,Inc.Project)Series 2010(the"Bonds")—IRS Examination Dear Ms.Oliver: I have enclosed the following items in connection with the above-referenced IRS Examination: 1. A proposed engagement letter setting forth our fees for services to be provided in connection with the IRS Examination. 2. A letter explaining rules relating to conflicts of interest contained in regulations governing practice before the IRS. 3. Form 2848 (Power of Attorney and Declaration of Representative). In order for Gilmore &Bell, P.C. to represent the City before the IRS in this IRS Examination, the IRS requires that the City execute a power of attorney naming us to act on its behalf. Once the Form 2848 has been executed and returned to us,we will fax or email a copy to the IRS agent conducting the IRS Examination. 4. A suggested letter agreement between the City and Adient US LLC regarding procedures to be followed in connection with the IRS Examination. If you have any questions,please do not hesitate to call me or Gary Anderson. Very truly yours, 2mes K.Dummitt JKD:nm Enclosures cc: Gary Anderson Marc McCarty GILMOkEBELL GILMORE&BELL PC 2405 GRAND BOULEVARD,SUITE 1100 KANSAS CITY,MISSOURI 64108-2521 816-221-10001816-221-1018 FAX GILMOREBELL.COM January 5, 2017 Via email: doliverna riversidemo.com Ms. Donna Oliver Finance Director City of Riverside, Missouri 2950 NW V ivion Road Riverside, MO 64150 Re: $20,000,000 City of Riverside, Missouri Recovery Zone Facility Revenue Bonds (Hoover Universal, Inc. Project)Series 2010(the"Bonds")—IRS Examination Dear Ms. Oliver: The purpose of this letter is to generally describe the scope of our engagement and to set forth our hourly fees in connection with our representation of the City of Riverside, Missouri (the "City") in matters pertaining to the above-referenced IRS Examination(the"Examination"). Scope of Engagement The proceeds of the Bonds under examination were made available to Hoover Universal, Inc., a Michigan corporation("Hoover")under a lease agreement. All of Hoover's right,title and interest in and to the Lease Agreement has subsequently been assigned to Adient US LLC, a Michigan limited liability company ("Adient"). As a result, following the issue date of the Bonds, the City had a very limited role in determining the use and investment of Bond proceeds and the use of the financed facilities. We also recognize that your legal counsel will be representing the interests of the City. As special tax counsel to the City, we expect our primary role will be to advise and consult with YOU, your general counsel, Adient and the Adient's counsel on strategic matters related to the Examination. Our goal, of course, will be to protect the City's interest in maintaining the tax-exempt status of the Bonds. In this engagement, we expect to perform the following duties on behalf of the City in the conduct of the Examination: 1. Coordinate the preparation, execution and filing of IRS Form 2848, "Power of Attorney and Declaration of Representative." 2. Assist the City in communicating and responding to requests for information during the Examination. 3. Review Information Document Requests ("IDRs") and work with the City, Adient and Adient's counsel in responding to questions raised in the IDRs. 4. Review legal issues relating to questions raised by the IRS during the Examination. When appropriate, prepare or assist in the preparation of written correspondence, memoranda and other documents as necessary to respond to questions raised by the IRS in connection with the issuance of the Bonds or compliance with tax requirements after the issue date. 5. Deal directly with the IRS by correspondence and, if necessary, by telephone and in person, regarding questions that arise during the Examination. 6. If necessary, represent the City's interest in any closing agreement negotiations with the IRS or any proceedings before the IRS,such as Administrative Appeals under Rev.Proc. 99-35 and 2006-40. Fees 1 will be the primary contact for matters related to the Examination. From time-to-time other lawyers, legal assistants or analysts may be involved when appropriate to provide the most cost-effective delivery of services to the City. Our fees will be based on the following hourly rate schedule: Fee Shareholder $425 Associate $225 Legal Assistant/Financial Analyst $110 The rates in this fee schedule will be subject to adjustment in connection with annual fee adjustments at the beginning of each year. In addition, we expect to be reimbursed for all client charges made on your behalf, such as travel costs, photocopying,deliveries,computer-assisted research and other expenses. We will bill you on a monthly basis and will expect to be paid within 30 days of the invoice date. We understand that the City will seek reimbursement of our fee and expenses from Adient. You can provide Adient with a copy of this letter if you feel that is appropriate. Otherwise, we will expect that you will confirm these arrangements with Adient. If the foregoing terms are acceptable to you, please return a signed copy of this engagement letter to us and retain the original for your files. Very truly yours, James K. Dummitt JKD:nm cc: Gary Anderson Marc McCarty GILMOR,EBELL Agreed: CITY Of RIVERSIDE, MISSOURI �y. pate: -7z `rte 17 GILMOF,EBELL GILMOkEBELL GILMORE 6 BELL PC 2405 GRAND BOULEVARD.SUITE 1100 KANSAS CITY,MISSOURI 64108-2521 816-221-10001816-221-1018 FAX GILMOREBELL.COM January 5,2017 Via email: dolivero)rlversidemo.com Ms. Donna Oliver Finance Director City of Riverside, Missouri 2950 NW Vivion Road Riverside, MO 64150 Re: $20,000,000 City of Riverside, Missouri Recovery Zone Facility Revenue Bonds (Hoover Universal, Inc. Project)Series 2010(the"Bonds")—IRS Examination Dear Ms. Oliver: We are writing this letter in connection with our representation of the City of Riverside, Missouri (the "City"), as special tax counsel, in the IRS Examination of the above-referenced Bonds (the "Examination"). While this letter is not specifically required by any specific regulation, we provide this letter whenever we are representing an issuer in an examination and we also acted as Bond Counsel for the issue. Regulations issued by the U.S. Department of the Treasury (Circular 230, 31 C.F.R. Part 10) contain rules governing the practice of attorneys and other persons representing taxpayers before the IRS. Section 10.29 generally prohibits a practitioner from representing a client before the IRS if the representation involves a conflict of interest. A conflict of interest exists if: (1) The representation of one client will be directly adverse to another client;or (2) There is a significant risk that the representation of one or more clients will be materially limited by the practitioner's responsibilities to another client, a former client or a third person,or by a personal interest of the practitioner. Even if a conflict of interest exists or arises later, the Regulations permit a practitioner to represent a client if(a) the practitioner reasonably believes that he or she will be able to provide competent and diligent representation; (b) the representation is not prohibited by law; and (c) the client waives the conflict of interest and gives informed consent,confirmed in writing. We believe that Gilmore & Bell, P.C. is in the best position to represent the City during the Examination because(a)we served as Bond Counsel for the Bonds,(b)we have significant experience in representing issuers and borrowers in IRS examination of tax-exempt and tax-advantaged bonds, and (c) we are able to provide competent and diligent representation to the City on this matter. In our judgment, 9 our representation of the City in this Examination is not prohibited by law, will not be directly adverse to another client, will not be materially limited by our responsibilities to another client, a former client or a third person, and will not be materially limited by the personal interests of the Gilmore & Bell, P.C. attorneys who will represent the City in this matter. For these reasons, we do not believe any conflict of interest exists, and we have no reason to believe that any conflict is likely to arise in the future. However, it is possible that, during the course of the Examination, a situation could develop in which our representation of the City would be materially limited by the interests of Gilmore&Bell, P.C. For example, if the IRS determined that Gilmore& Bell, P.C. had incorrectly interpreted the rules relating to the investment of bond proceeds,thereby causing the arbitrage investment rules to be violated, then we would be placed in the position of defending actions of Gilmore & Bell, P.C. at the same time we were representing the City. That situation might impair our ability to provide impartial,effective counsel to the City. In the future, if we believe such a situation has arisen,then after consulting with you,we may(1) ask that the City sign a waiver acknowledging the conflict and give informed consent to our continued representation of the City or (2) withdraw from our representation of the City in the Examination. Of course, the City may decide to terminate our engagement as special tax counsel and hire a different counsel at any point during the process of the Examination. We would certainly cooperate with the City and its counsel in that event. If you have questions concerning this, please call me. Very truly yours, 2mes K. Dummitt JKD:nm cc: Gary Anderson Marc McCarty GILMOkEBELL No. Power of Attorney OMB IRS Use Only Farm � ! Far IRB UN Only (Rev.Dec.2015) and Declaration of Representative Received by: Department of the Treasury Internal Revemn Service ►Information about Form 2648 and Its Insbvctions is at www.hr /fomt2848. Name Power of Attorney Telephone Caution:A separate Form 2848 must be completed for each taxpayer.Form 2848 will not be honored Funcson for any purpose other than representation before the IRS. Date 1 Taxpayer information.Taxpayer must sign and date this fpm on page 2,line 7. Taxpayer name and address Taxpayer Identification number(s) City of Riverside,Missouri 44-6005867 2950 N.W.Vivion Road Daytime telephone number Plan number fit applicable) Riverside MO 64150 816-741-3993 hereby appoints the following representative(s)as attomey(s)-in-fact: 2 Representative(s)must sign and date this form on page 2,Part 11. Name and address CAF No. -- ------------- 0310-90424R James K.Dummitt PTIN ----- . ---_--_--P01062537_.. Gilmore&Bell,P.C. Telephone No. ------------816-221.1000 2405 Grand Blvd.,Suite 1100,Kansas City,MO 64108 Fax No. .. _-____--_816.221-1018 Check if to be sent copies of notices and communications Q Check if new:Address❑ Telephone No.❑ Fax No. ❑ Name and address CAF No. 4096-184028 Marcus C.McCarty Telephone No PTIN P01066191 ------------ - Gilmore&B011,P.C. ____________816-221.10 _0 ________________ 2405 Grand Blvd.,Suite 110,Kansas City,MO 64108 Fax No. __------------816.221.1018 - Check if to be sent capias of notices and communications Q Check if new:Address❑ Telephone No.❑ Fax No.❑ Name and address CAF No. PTIN Telephone No. FaxNo. _______________________________________________ Note:IRS sends notices and communications to on two representatives.) Check if new:Address❑ Telephone No.ElFax No.❑ Name and address CAF No. PTIN Telephone No. ........................................ Fax No. Note:IRS sends notices and communications to only two representatives.) 1 Check 8 new:Address❑ Telephone No.❑ Fax No.❑ to represent the taxpayer before the Internal Revenue Service and perform the following acts: 3 Acts authorized(yrou are required to compete this in 3).With the exception of the acts described in line 5b.I authorize my representativa(s)to receive and inspect my confidential tax information and to perform acts that 1 can perform with respect to the tax matters described below.For exempla my repraNntative(s) shall have the authority to sign any agreements,consents,or similar documents(sea instructions for line 5a for authorizing a representative to sign a return). Description of Matter(Income,Employment,Payroll,Excise,Estate,Gift,Whistleblower, Tax Form Number Year(s)or Period(s)(if applicable) Practitioner Discipline,PLR,FOIA,Civil Penalty,Sec.5000A Shared Responsibility (1040,941,720,etc.)Of applicable) (see instructions) Payment,Sec.4980H Shared Respauibility Payment,etc.)(see instructions) Examination of$20,00,00 Recovery Zone Facility Revenue Bonds Hoover Universal Inc.Project)Series 2010 038 201012 IRS Report F Unknown Issued 12/21/2010;CUSIP:None I _ 4 Specific use not recorded on Centralized Authorization File(CAF).If the power of attorney Is for a specific use not recorded on CAF, check this box.See the instructions for Line 4.Specific Use Not Recorded on CAF ► 6a Additional acts authorized.In addition to the acts listed on line 3 above,I authorize my representative(s)to perform the following acts(see instructions for line Sa for more information): ❑Authorize disclosure to third parties; ❑Substitute or add reprewntative(s); ❑Sign a return; Nona ❑Other acts authorized: For Privacy Act and Paperwork Reduction Act Notice,Na the instructions. Cat.No.11990) Form 2846(Rev.12-2015) Form 2848(Rev.12-2015) Page 2 Is Specific acts not authorized.My representative(s)is(are)not authorized to endorse or otherwise negotiate any check(including directing or accepting payment by any means,electronic or otherwise,Into an account owned or controlled by the representative(s)or any firm or other entity with whom the representative(s)is(are)associated)Issued by the government in respect of a federal tax liability. List any other specific deletions to the acts otherwise authorized in this power of anomey(see instructions for line 5b):None -------------------- -------------------------------------------------------- 6 _-______-__-___________6 Retardion/revocatlon of prior power(s) of attorney.The filing of this power of attorney automatically revokes all earlier power(s) of attorney on file with the Internal Revenue Service for the same matters and years or periods covered by this document.if you do not want to revoke a prior power of attorney,check here . . . . . ► ❑ YOU MUST ATTACH A COPY OF ANY POWER OF ATTORNEY YOU WANT TO REMAIN IN EFFECT. 7 Signature of taxpayer.If a tax matter concerns a year in which a joint return was filed,each spouse must file a separate power of attorney even if they are appointing the same representative(s). If signed by a corporate officer, partner,guardian,tax matters partner, executor, receiver, administrator,or trustee on behalf of the taxpayer,I certify that I have the legal authority to execute this form on behalf of the taxpayer. ►IF NOT COMO,re IGNED,AND DATED,THE IRS WILL RETURN THIS POWER OF ATTORNEY TO THE TAXPAYER. Date Title(N applicable) Finance Directa___-_-_____-_________________--__.________ CitYof Riverside,Missouri Print Name Print name of taxpayer from line 1 if other than individual Declaration of Representative Under penalties of perjury,by my signature below I declare that: •I am not currently suspended or disbarred from practice,or ineligible for practice,before the internal Revenue Service; •1 am subject to regulations contained in Circular 230(31 CFR,Subtitle A.Part 10),as amended,governing practice before the Internal Revenue Service; •I am authorized to represent the taxpayer identified in Part I for the matter(s)specified there;and •I am one of the following: a Attomey—a member in good standing of the bar of the highest court of the jurisdiction shown below. b Certified Public Accountant—licensed to practice as a certified public accountant is active in the jurisdiction shown below. c Enrolled Agent—enrolled as an agent by the Internal Revenue Service per the requirements of Circular 230. d Officer—a bona fide officer of the taxpayer organization. e Full-Time Employee—a full-time employee of the taxpayer. I Family Member—a member of the taxpayer's immediate family(spouse,parent,child,grandparent,grandchild,step-parent,stepchild,brother,or sister). g Enrolled Actuary—enrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C.1242(the authority to practice before the Internal Revenue Service Is limited by section 10.3(4)of Circular 230). h Unenrolled Return Preparer—Authority to practice before the IRS is limited.An unenrolled return preparer may represent,provided the preparer(1) prepared and signed the return or claim for refund(or prepared 8 there Is no signature space on the form);(2)was eligible to sign the return or claim for refund;(3)has a valid PTIN;and(4)possesses the required Annual Filing Season Program Record of Completion(s).See Special Rules and Requirements for Unenroged Return Preparers In the Instructions for adoytlkara/Information. k Student Attorney or CPA—receives permission to represent taxpayers before the IRS by virtue of his/her status as a law,business,or accounting student working in an UTC or STCP.See instructions for Part 11 for additional Information and requirements. r Enrolled Retirement Plan Agent—enrolled as a retirement plan agent under the requirements of Circular 230 Rhe authority to practice before the Internal Revenue Service is limited by section 10.3(e)). No IF THIS DECLARATION OF REPRESENTATIVE IS NOT COMPLETED,SIGNED,AND DATED,THE IRS WILL RETURN THE POWER OF ATTORNEY.REPRESENTATIVES MUST SIGN IN THE ORDER LISTED IN PART I,LINE 2. Note:For designations d-f,enter your title,position,or relationship to the taxpayer In the"Licensing jurisdiction'column. Designation— Licensing jurisdiction Bar,license,certification, Insert above (State)or other registration,or enrollment Signature Date letter(s-r). licensing authority number Of applicable). Of applicable). a Missouri 61534 5 a Missouri 28717 Farm 2848(Rev.12-2015)