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HomeMy WebLinkAboutRes.2888.05-04-2015BILL NO 15-65 RESOLUTION NO jjf�� A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH PIPER JAFFRAY & CO , FOR FINANCIAL ADVISORY SERVICES, IN THE CITY OF CAPE GIRARDEAU, MISSOURI BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS ARTICLE 1 The City Manager, for and on behalf of the City of Cape Girardeau, Missouri, is hereby authorized to execute an Agreement with Piper Jaffray & Co., for financial advisory services, in the City of Cape Girardeau, Missouri The Agreement shall be in substantially the form attached hereto as Exhibit A, which document is hereby approved by the City Council, and incorporated herein by reference, with such changes therein as shall be approved by the officers of the City executing the same PASSED AND ADOPTED THIS DAY OF Pau'/ , 2015 H rry E Rediger, Maycr ATTEST ���� �'ll ruce Tayl , Deputy City Clerk FINANCIAL ADVISORY SERVICES AGREEMENT This Financial Advisory Services Agreement, (the "Agreement") is entered into as of the 40' day of May, 2015, by and between the City of Cape Girardeau (the "City"), acid Piper Jaffray & Co. (the "Financial Advisor"). RECITALS WHEREAS, the City requires the provision of ongoing financial advisory services in connection with its outstanding debt obligations and the planning for and anticipated issuance of additional debt obligations for capital improvements (a "Project" or "Financing"); WHEREAS, the City desires to engage the Financial Advisor to render the Services (as defined below); NOW THEREFORE, in consideration of the mutual covenants and stipulations hereinafter set forth, the parties agree as follows: Section 1. Scone of Services. The Scope of Services (collectively the "Services") shall include, but not be limited to, assistance in the following areas: -Financial Review & Strategic Planning -Preparation and periodic review of Cash Flows to support Debt Service -Monitor and analyze assessed valuation and sales tax trends -Assistance with annual rating review process -If necessary, Reserve fund investment analysis and advice -Debt capacity analysis -Financial & Management Policy review -Capital Improvement Plan review -Monitor legislation and potential impacts on debt financing -Refunding cost -benefit analysis and bond market surveillance -Assessment of existing revenue sources & analysis of other revenue options -Evaluation of debt restructuring options -Transaction Planning -Determination of specific capital needs and/or financing goals -Determination of appropriate bond issue size and feasibility -Credit rating analysis Tax levy impact analysis Page I -Transaction Diligence & Preparation -Analyze and discuss the various methods of sale -Preparation of and advice on preliminary sizing, structure & terms of financing -Assistance and guidance for preparation of any disclosure document -Assistance with credit rating process and review of rating report(s) -Solicitation of bids from bond insurers and analysis of benefit, if applicable -Preparation of Request for Proposals (Negotiated) or Notice of Sale (Competitive) -Review of Request for Terms (Local Bank Placement) -Distribution of Official Statement & Notice of Sale to investing public (Competitive) -Review of all Legal Documents associated with any Financing -Transaction Execution -Presentation of preliminary structure and sizing of Financing -Comparison and recommendation of RFP Responses (Negotiated Sale) -Review of Term Sheets (Local Bank Placement) -Pre-pricing analysis & pre -marketing strategy optimization -Presentation of bid results (Competitive Sale) -Presentation of final pricing, sizing and structure -Presentation of approving documents -Provide a recommendation and advice on approval of any Financing -Continuing Disclosure Obligation -Review prior debt undertakings -Provide current compliance assessment -Provide education, as necessary, to the City regarding disclosure obligations -Provide ongoing advice concerning any material event notice -Post-issuance Advice -Provide post -bond issuance advice including budget planning, financial controls, project feasibility, etc. -Provide advice on the investment of bond proceeds Extent of Duties Arising under this Agreement The City and the Financial Advisor intend and agree that, to the extent the performance of Services by the Financial Adviser with respect to a Project constitutes municipal advisory activities within the meaning of proposed rule 15B(a)(1) of the Securities Exchange Act of 1934 or otherwise creates a duty of the Financial Advisor under Section 15B(c)(1) of the Securities Exchange Act of 1934 or Rile G-23 of the Municipal Securities Rulemaking Board, such duty does not extend beyond the Services to be provided with respect to that Project and such duty does not extend to or to any other contract, agreement, relationship, or understanding of any nature between the City and the Financial Advisor. Page 2 Section 2, Compensation. In consideration of the Financial Advisor's performance of the Services pursuant to this Agreement, the Financial Advisor shall be entitled to receive, and the City agrees to pay the Financial Advisor the following compensation: • Compensation for general consulting for initial term $7,500 payable $2,500 on 7/1/15, 7/1/16, 7/1/17 • Compensation for general consulting for renewal terms $2,500 per year due on July I st. • These fees will not be credited against financial advisory services related to specific bond issues. • Charges for financial advisory service related to bond issuance payable at time bond issues are closed are as follows: First $5,000,000 par value issued Par value issued over $5,000,000 Minimum issuance advisory fees Maximum issuance advisory fees 15% of par value issued 10% of par value issued over $5,000,000 $7,500 $15,000 Section 3. Exnenses. The City will pay the customary expenses for the preparation, printing and mailing costs associated with the preliminary and final official statement, including the application for CUSIP numbers, bond counsel, rating agency, state auditor registration, paying agent and any other related costs. The Financial Advisor will be responsible for all of the Financial Advisor's out-of-pocket expenses, including communication, cost of financial analysis and reports prepared in fulfilling its duties outlined herein. If out-of-state travel is directed by the City, the City will reimburse the Financial Advisor for actual expenses. Section 4. Term of Agreement. The term of this Agreement shall begin on the date of execution set forth above and shall terminate on June 30, 2018 unless extended per mutually agreeable terms. The City or the Financial Advisor may terminate this Agreement at any time upon 30 days written notice to the other party and all fees due to the Financial Advisor at that time shall be due and payable upon termination by the City The provisions of Sections 3, 9, 10 and 13 shall survive termination of this Agreement. Section 5. Independent Contractor The Financial Advisor is an independent contractor and nothing herein contained shall constitute or designate the Financial Advisor or any of its employees or agents as employees or agents of the City Section 6. Assignment. Neither the Financial Advisor nor the City shall have the right or power to assign this Agreement or parts thereof, or its respective duties, without the express written consent of the other party Section 7. Entire Aereement/Amendments. This Agreement constitutes the entire Agreement between the parties hereto and sets forth the rights, duties, and obligations of each to the other as of this date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect. This Agreement may not be modified except Page 3 by a writing executed by both the Financial Advisor and the City The Response to Request for Proposal to provide Financial Advisory Services dated March 12, 2015 is incorporated into the Agreement by reference hereto. The City acknowledges from time to time it may request that Piper Jaffray render services that are not covered under this agreement and may require a separate agreement to enable Piper Jaffray to comply with applicable securities laws and regulations. In those circumstances, Piper Jaffray will present to the City the appropriate disclosures, including fee information, and agreements for execution before the requested services can be rendered by Piper Jaffray Section 8. Legal Advice. The Financial Advisor is not legal counsel or an accountant and is not providing legal or accounting guidance. None of the Services contemplated in this Agreement shall be construed as or a substitute for legal services. Section 9. Disclosure. The City acknowledges and understands that state and federal laws relating to disclosure in connection with municipal securities, including but not limited to the Securities Act of 1933 and Rule lOb-5 promulgated under the Securities Exchange Act of 1934, may apply to the City and that the failure of the Financial Advisor to advise the City respecting these laws shall not constitute a breach by the Financial Advisor or any of its duties and responsibilities under this Agreement. Section 10. Notices. Any written notice or communications required or permitted by this Agreement or by law to be served on, given to, or delivered to either party hereto, by the other parry shall be in writing and shall be deemed duly served, given, or delivered when personally delivered to the party to whom it is addressed or in lieu of such personal services, when deposited in the United States' mail, first-class postage prepaid, addressed to the City at: City of Cape Girardeau Mr John Richbourg Director of Finance 401 Independence Street Cape Girardeau, MO 63702 or to the Financial Advisor at: Piper Jaffray & Co. Attention: Public Finance 11635 Rosewood Street Leawood, KS 66211 Section 11. Consent to Jurisdiction: Service of Process. The parties each hereby (a) submits to the jurisdiction of any Missouri State or Federal court sitting with respect to any actions and proceedings arising out of or relating to this Agreement, (b) agrees that all claims with respect to such actions or proceedings may be heard and determined in such court, (c) waives the defense of an inconvenient forum, (d) agrees not to commence any action or proceeding relating to this Agreement other than in a Missouri State or Federal court sitting in and (e) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law Page 4 Section 12 Counterparts, Severability. This Agreement may be executed in two or more separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. Section 13, Parties in Interest This Agreement, including rights to indemnity and contribution hereunder, shall be binding upon and inure solely to the bene£t of each party hereto, any Indemnitee and their respective successors, heirs and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. By the signature of its representative below, each party affirms that it has taken all necessary action to authorize said representative to execute this Agreement CITY OF CAPY011IRAIOEAU, MISSOURI W PIPER JAFFRAY & CO. By -- Title- Managing Director By Title- Managing Director Page 5