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Home My WebLink AboutRES.1216.12-02-1996 BIL�_ NO. 96-345 R��QL'�1 i iON IV�. _ % �' ;;�� A r�LSO�JT€O�V AU�HC�FtlZli�v THc t��-["Y M1A�AGER TO EX��UT� A COivT��CT V"�;:��i Pl��R �SA,Fi R�Y, �N�. AND A. G. EDWAr�t7S 3c jt�t15, ��C., ��7�4 !��/�STME1l� BANKiNG SERVICv� B� IT RESOLVED 'r3Y ?'t-?E ��EJl�Cl� �ir �H� �!TY �i� CAPE C!RAR�EAU, �!lISSOUi�i, AS FO�LOIN�: A�;3iC�� . Tne Ci�y �ta�aqe�, *�: ar:d an �Qhaffi of t€�� City o� Cape Girarcieau, �Vlissau�i, is he��y� authorized t� execute a ��traL+ �,r✓it� Pipe� .ta�firay, fnc., and A. G, E�wards & S�ns� in^., fc�r ir�vestrne�t bdzk'sng services for the City of Cape Girarde�u. A copy et s�id C�ntr�ct Es attacned to th�s Resofutia� �nd made a part hereaf. PASSED AN� R!�°F?O�/'�D �s-iIS :"��,�.� _ ��Y n�= ��: s� :sur , , �9_��. f ; . ,a.= . Spsa� in�, !;i :��a ya s� �a��sT: � �� .Jf��C<. ��'1l/C�G�. ,,, - �>' Cayle � �onra� � ��puty C�ty �I�r;< f, � :�' -�- � . . .' � Piper Jaffray Inc. Plaza West Building Suite izoo �}C,00 Madison Avenue NOVe1Tlbe2'26�1�6 Kansas Ciry,MO 64iiz-3oz5 Ri6 360-;000 City of Cape Girardeau Cape Girardeau Public Facilities Authority City Hall 401 Independence Cape Girardeau, MO 63701 Re: Contract for Investment Banking Services Piper Jaffray Inc. and A.G. Edwards & Sons, Inc. are pleased to present this Agreement to the City of Cape Girardeau (the "City") and to the Cape Girardeau Public Facilities Authority (the "Authority"). As Investment Bankers to the City and Authority, we pledge all of our energy and expertise to completing the City's and Authority's issues on a timely basis. As part of this Agreement, we will provide the following services to the City and Authority. 1. We will provide assistance structuring the issues of the City and Authority and in determining the term of amortization, call provisions, and other factors that are relevant to marketing the bonds. We will provide maturity schedules and debt service projections to coincide with the wishes of the City and Authority in this regard. We will analyze and evaluate the various financing mechanisms available and will suggest alternative financing methods, as needed. 2. We will give advice on current market conditions with emphasis on timing of the sale of the bond issue and interest rates for similar issues already on the market. 3. With Bond Counsel, we will assist in preparation and distribution of the Preliminary Official Statement, the Official Statement and any other related documents. 4. We will arrange for the printing of the bonds and their delivery to the Bond Regisfrar for registration. Since i895�Membersmc, New York Stock Exchange,Inc. 5. Piper Jaffray and A.G. Edwards & Sons shall submit any necessary documentation to the municipal bond rating agencies and bond insurance companies. Should the City desire, we will assist the City and Authority in preparation of a presentation to the rating services and will accompany City officials to any such presentation. The Project Team will be available as necessary to answer any questions of the agencies and to provide assistance to the City and Authority in obtaining a favorable recommendation. 6. We will assist and advise the City and Authority on the investment of bond proceeds and arbitrage rebate compliance. 7. Piper Jaffray will provide financial advisory services for financings including the state revolving loan program. Piper will serve as an advocate for the City during discussions with the SRF Financing Team concerning application forms, terms, conditions and pricing. The fee for Financial Advisor services shall be $5,000 for any borrowing through the SRF program. Our fees shall include all normal expenses including local travel and office expense. The City shall be responsible for paying the costs of issuance charged by the SRF Program. 8. Representatives of Piper Jaffray and A.G. Edwards & Sons will attend the closing and all other meetings deemed necessary by the City and Authority to provide assistance in the capacity of investrnent bankers. Our fee for serving as Underwriter to the City and Authority shall be as follows: Management& Underwriting Fee: $3.50 per$1,000 of par issued up to $5,000,000 $2.75 per$1,000 of par issued thereafter The takedown or commission for selling the City's and Authority's bond issues will be determined at the time of offering. The total takedown will be determined with the mutual agreement of the Authority and the Underwriters based on bond issues priced closely to the date of the City's and the Authority's offering. The Underwriters agree to provide complete takedown information for similar issues in the market prior to the offering of the City's and Authority's issues. Prior to the pricing of the City's and Authority's issues, the Underwriters will present to the City and Authority an analysis which summarizes the municipal bond market conditions, the proposed pricing of the Authority's issue and a comparison of the interest rates on bond issues priced closely to the proposed offering. We will keep the City and the Authority informed throughout the offering of the bond issues as to the market conditions and orders received. Representatives of the Authority and the City are welcome to be present on the underwriting desks of either Piper Jaffray or A.G. Edwards &Sons during the offering. Piper Jatfra�'Inc. The City, Authority and Underwriters agree to negotiate in good faith. However, if agreement as to interest rates and takedown does not occur, the Authority and City may terminate this agreement upon written notice to the Underwriters. Our fee shall include all normal expenses including local travel and office expense. The Authority shall be responsible for paying the costs of printing the preliminary and official statements, bond printing, out-of-state travel, bond counsel, registrar/paying agent fees, rating or insurance agency fees and any other bond issuance expense. Additionally, as a part of their work with the City and Authority, bond counsel will provide an opinion relating to the accuracy and completeness of offering materials. By this agreement, the City of Cape Girardeau and the Cape Girardeau Public Facilities Authority hereby appoints Piper Jaffray Inc. and A.G. Edwards &Sons, Inc. to complete all details related to the issuance of the City's and the Authority's bonds. It is understood that Piper Jaffray Inc. and A.G. Edwards & Sons, Inc. will only be compensated upon completion of bond issues. This agreement will be in effect until December 31, 2001. Should this proposal be acceptable to you, please indicate by signing below. We look forward to the opportunity to be of service to the Authority and the City. Respectfully submitted, PIPER JAFFRAY INC. A.G. EDWARDS & SONS INC. . l(C�C ack Dilli am Amelia A.J. Bond Managing Director Vice President CITY OF CAPE IRARDEAU, MISSOURI ,/ ACCEPTE � IS�day of �'i,��,�►�cX?�ir� , 1996. i ' nager CITY E GIRARDEAU PUBLIC FACILITIES AUTHORITY ACCE D THIS ��.1�. day of 1996. �. ^._._--�._ President Piper �atfra�� Inc. T One North Jefferson �.G.Edwards�Sons�lnL. St. Louis, Missouri 63103 INVESTMENT BANKING (314)955-3000 December 4, 1996 Mr. John Richbourg Finance Director/Treasurer City of Cape Girardeau 401 Independence St. Cape Girardeau, MO 63702-0617 Dear John: I would like to personally thank you for selecting the Piper Jaffray/ A.G. Edwards investment banking team for the City's upcoming bond issues. I have enclosed sign copies of the Contract for Investment Banking Services. After the City signs the contracts please forward them to Jack Dillingham at Piper Jaffray, Inc. If you have any questions please give me a call at (800) 999-8230 and again, thank you, we look forward to working with you. Best Re ards, �- � mothy . Guilin Associate es' ent Investment Banking