HomeMy Public PortalAboutResolution 2018-12, Approving And Authorizing An Agreement With Piper Jaffray & Co. Public Finance, Des Monines, Iowa For Financial Analysis Of A Proposal For TIF Rebate Of Cetain New Incremental Tax Revenues As A Financial Incentive RESOLUTION NO. 2018-12
RESOLUTION APPROVING AND AUTHORIZING AN
AGREEMENT WITH PIPER JAFFRAY & CO,
PUBLIC FINANCE, DES MOINES, IOWA FOR
FINANCIAL ANALYSIS OF A PROPOSAL
FOR TIF REBATE OF CERTAIN
NEW INCREMENTAL TAX REVENUES AS
A FINANCIAL INCENTIVE
WHEREAS, Piper Jaffray& Co. has performed fiscal analysis for the City Council of the
City of Riverdale in prior years, with regard to TIF-generated revenues and expenditures, and is
familiar with the TIF Urban Renewal Areas of the City; and,
WHEREAS, Piper Jaffray and Co has presented a proposal for services for the City
Council to assess the impact of a draft proposal for incentive for Arconic, Inc, which will aid the
City Council in determining the fiscal outcomes of said proposal or proposals.
NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY
OF RIVERDALE IN THE STATE OF IOWA:
Section 1. That the City Council accepts the proposal from Piper Jaffray and Co. dated
March 9, 2018, and stating a not-to-exceed amount of$2,500.00.
PASSED AND APPROVED this 7 day of patic.-1-1 , 2018.
hael Bawden,"ayor
ATTEST:
Ronald Fullerlove, City Clerk
Prepared by City Administrator Tim Long March 22,2018
FINANCIAL SERVICES AGREEMENT
This Financial Services Agreement, (the Agreement) is entered into on 3-2 , 2018 by and between
Riverdale, Iowa (the "Client" or the "Client") and Piper Jaffray &Co. ("Piper Jaffray" or the "Financial Services
Provider"). This Agreement will serve as our mutual agreement with respect to the terms and conditions of our
engagement as your financial services provider, effective on the date this Agreement is executed (the Effective
Date).
1. Scope of Services.
(A) Services to Be Provided. Piper Jaffray is engaged by the Client to perform a calculation with respect
to the TIF cash flows to be created as a result of new investment at Arconic. No issuance of municipal
bonds is anticipated.
(B) Scope of Services. The Client and Piper Jaffray intend and agree that the Scope of Services to be
provided respecting the Issue(s)shall consist of the following:
1. Model TIF income and expenses periodically and update cash flow with Client input
2. As requested by Client and on dates mutually agreeable to the Client and Piper Jaffray, attend a
board or committee meeting to present updated cash flow
11. Limitations on Scope of Services.
To assist us in complying with our duties to our regulators, you agree that if we are asked to evaluate the
advice or recommendations of third parties, you will provide us written direction to do so.
The Scope of Services is limited solely to the services described herein and is subject to limitations set forth
within the descriptions of the Scope of Services. Any duties created by this Agreement do not extend beyond
the Scope of Services or to any other contract, agreement, relationship, or understanding of any nature
between the Client and the Financial Services Provider.
Unless explicitly directed by you in writing, the Scope of Services does not include evaluating advice or
recommendations received by you from third parties.
The Scope of Services does not include tax, legal, accounting or engineering advice with respect to any Issue
or Product or in connection with any opinion or certificate rendered by counsel or any other person at closing
and does not include review or advice on any feasibility study.
Ill. Amending Scope of Services.
The Scope of Services may be changed only by written amendment or supplement. The parties agree to
amend or supplement the Scope of Services promptly to reflect any material changes or additions to the
Scope of Services.
IV. Compensation.
Compensation is based on an hourly fee of $250/hour. The maximum fee shall not exceed $2,500 (excluding
time involved with travel to and from the City, should the City request travel) unless the City and we mutually
agree to extend the agreement and the amount of time. For purpose of the hourly calculation, time consumed
with travel to and from the Client, if any, shall be charged at the hourly fee.
V. IRMA Matters.
If the Client has designated Piper Jaffray as its independent registered municipal advisor("IRMA")for purposes
of SEC Rule 15Ba1-1(d)(3)(vi)(the "IRMA exemption"),the extent of the IRMA exemption is limited to the Scope
of Services and any limitations thereto. Any reference to Piper Jaffray, its personnel and its role as IRMA in the
written representation of the Client contemplated under SEC Rule 15Ba1-1(d)(3)(vi)(B) is subject to prior
approval by Piper Jaffray and Client agrees not to represent, publicly or to any specific person, that Piper
Jaffray is Client's IRMA with respect to any aspect of municipal financial products or the issuance of municipal
securities, or with respect to any specific municipal financial product or any specific issuance of municipal
securities, outside the Scope of Services without Piper Jaffray's prior written consent.
VI. Piper Jaffray's Regulatory Duties When Servicing the Client.
MSRB Rule G-42 requires that Piper Jaffray undertake certain inquiries or investigations of and relating to the
Client in order for Piper Jaffray to fulfill certain aspects of the fiduciary duty owed to the Client. Such inquiries
generally are triggered: (a) by the requirement that Piper Jaffray know the essential facts about the Client and
the authority of each person acting on behalf of the Client so as to effectively service the relationship with the
Client, to act in accordance with any special directions from the Client, to understand the authority of each
person acting on behalf of the Client, and to comply with applicable laws, regulations and rules; (b)when Piper
Jaffray undertakes a determination of suitability of any recommendation made by Piper Jaffray to the Client, if
any or by others that Piper Jaffray reviews for the Client, if any: (c)when making any representations, including
with regard to matters pertaining to the Client or any Issue or Product; and (d)when providing any information
in connection with the preparation of the preliminary or final official statement, including information about the
Client, its financial condition, its operational status and its municipal securities or municipal financial products.
Specifically, Client agrees to provide to Piper Jaffray any documents on which the Client has relied in
connection with any certification it may make with respect to the accuracy and completeness of any Official
Statement for the Issue.
Client agrees to cooperate, and to cause its agents to cooperate, with Piper Jaffray in carrying out these duties
to inquire or investigate, including providing to Piper Jaffray accurate and complete information and reasonable
access to relevant documents, other information and personnel needed to fulfill such duties.
In addition, the Client agrees that, to the extent the Client seeks to have Piper Jaffray provide advice with
regard to any recommendation made by a third party, the Client will provide to Piper Jaffray written direction to
do so as well as any information it has received from such third party relating to its recommendation.
VII. Expenses.
Piper Jaffray will be responsible for all of Piper Jaffray's out-of-pocket expenses unless otherwise agreed upon
or if travel is directed by Client. If travel is directed by the Client to a location other than Client's place of
business, Client will reimburse Piper Jaffray for their expenses.
VIII. Term of Agreement.
The term of this Agreement shall begin on the date of execution set forth above or on the date of any
amendment hereto respecting a Project and shall terminate on completion of the Project.
So long as Piper Jaffray is performing pursuant to this Agreement,the Client may not terminate this Agreement
during its term. In the event of non-performance by Piper Jaffray, the Client shall first give written notice to
Piper Jaffray of the specific event of non-performance, and shall allow Piper Jaffray 30-days to remedy the
specific item of non-performance, prior to termination. If Piper Jaffray fails to remedy the specific item of non-
performance within the prescribed 30-day period of time, the Client may immediately terminate this Agreement
by providing payment to Piper Jaffray for all Reasonable Fees. Piper Jaffray may terminate this Agreement at
any time, however, in the event of termination, only the sum of the Reasonable Fees earned, whether
previously billed to the Client or not (if not previously paid) shall be due and payable. Reasonable Fees shall
mean: With respect to each Issue, the gross fee for that component of bonds multiplied by the ratio that is the
total amount of time, in months, that have passed since the execution of this Agreement divided by the total
amount of time, in months, necessary to financial closing of the component of the Issue. By way of example, if
the Agreement is executed on January 1, 2016, and the expected completion of one component of Bonds is
September 1, 2016 (that being 8 months), and the Agreement is terminated on July 1, 2016 (6 months after
execution), then the ratio shall be gross fee multiplied by (6/8). The provisions of Sections titled:
"Compensation", "Expenses", "Limitation of Liability", "Consent to Jurisdiction", "Choice of Law", and "Waiver
of Jury Trial" shall survive termination of this Agreement.
IX. Independent Contractor.
The Financial Services Provider is an independent contractor and nothing herein contained shall constitute or
designate the Financial Services Provider or any of its employees or agents as employees or agents of the
Client.
X. Entire Agreement/Amendments.
This Agreement, including any amendments and Appendices hereto which are expressly incorporated herein,
constitute 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 by
a writing executed by both the Financial Services Provider and Client.
Xl. Required Disclosures.
MSRB Rule G-42 requires that Piper Jaffray provide you with disclosures of material conflicts of interest and of
information regarding certain legal events and disciplinary history. Such disclosures are provided in Piper
Jaffray's Disclosure Statement attached as Appendix A to this Agreement.
XII. Limitation of Liability.
In the absence of willful misconduct, bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Piper Jaffray or any of its associated persons, Piper Jaffray and its associated
persons shall have no liability to the Client for any act or omission in the course of, or connected with,
rendering services hereunder, or for any error of judgment or mistake of law, or for any loss arising out of any
issuance of municipal securities, any municipal financial product or any other investment, or for any financial or
other damages resulting from the Client's election to act or not to act, as the case may be, contrary to any
advice or recommendation provided by Piper Jaffray to the Client. No recourse shall be had against Piper
Jaffray for loss, damage, liability, cost or expense (whether direct, indirect or consequential) of the Client
arising out of or in defending, prosecuting, negotiating or responding to any inquiry, questionnaire, audit, suit,
action, or other proceeding brought or received from the Internal Revenue Service in connection with any Issue
or Product, if any or otherwise relating to the tax treatment of any Issue or Product if any, or in connection with
any opinion or certificate rendered by counsel or any other party. Notwithstanding the foregoing, nothing
contained in this paragraph or elsewhere in this Agreement shall constitute a waiver by Client of any of its legal
rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be
contractually waived, nor shall it constitute a waiver or diminution of Piper Jaffray's fiduciary duty to Client
under Section 15B(c)(1), if applicable, of the Securities Exchange Act of 1934, as amended, and the rules
thereunder.
XIII. 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 party 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 Client at:
City of Riverdale
110 Manor Drive
Riverdale, IA 52722
Or to the Financial Services Provider at:
Piper Jaffray&Co.
3900 Ingersoll Avenue, Suite 110
Des Moines, IA 50312
Timothy J. Oswald
Managing Director
515-247-2358
timothy.j.oswald@pjc.com
With a copy to:
Piper Jaffray&Co.
Legal Department
800 Nicollet Mall, Suite 1000
Minneapolis, MN 55402
XIV. Consent to Jurisdiction;Service of Process.
The parties each hereby (a) submits to the jurisdiction of any Federal court sitting in Des Moines, Iowa for the
resolution of any claim or dispute with respect to or arising out of or relating to this Agreement or the
relationship between the parties (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 Federal court sitting in Des
Moines, Iowa 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.
XV. Choice of Law.
This Agreement shall be construed and given effect in accordance with the laws of the state of Iowa.
XVI. 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.
XVII. Waiver of Jury Trial.
THE PARTIES EACH HEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO
ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIP BETWEEN THE PARTIES.
PARTIES AGREE TO WAIVE CONSEQUENTIAL AND PUNITIVE DAMAGES.
XVIII. No Third Party Beneficiary.
This Agreement is made solely for the benefit of the parties and their respective successors and permitted
assigns. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the
parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement.
XIX. Authority.
The undersigned represents and warrants that they have full legal authority to execute this Agreement on
behalf of the Client. The following individual(s) at the Client have the authority to direct Piper Jaffray's
performance of its activities under this Agreement:
Mayor, City of Riverdale Iowa
The following individuals at Piper Jaffray have the authority to direct Piper Jaffray's performance of its activities
under this Agreement:
Tim Oswald, Managing Director
IN WITNESS WHEREOF, the parties have executed this Agreement on 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.
Piper Jaffray&Co.
By:
Tim Oswal
Its: Managing Director
Date: 3/9/2018
ACCEPTED AND AGREED:
City of Riverdale
By:
Its: May. ,_��_ - 21018
APPENDIX A-DISCLOSURE STATEMENT
Municipal Securities Rulemaking Board Rule G-42 (the Rule) requires that Piper Jaffray provide you with the
following disclosures of material conflicts of interest and of information regarding certain legal events and
disciplinary history. Accordingly, this Appendix A provides information regarding conflicts of interest and legal
or disciplinary events of Piper Jaffray required to be disclosed to pursuant to MSRB Rule G-42(b)and (c)(ii).
(A) Disclosures of Conflicts of Interest.
The Rule requires that Piper Jaffray provide to you disclosures relating to any actual or potential material
conflicts of interest, including certain categories of potential conflicts of interest identified in the Rule, if
applicable. If no such material conflicts of interest are known to exist based on the exercise of reasonable
diligence by us, Piper Jaffray is required to provide a written statement to that effect.
Accordingly, we make the following disclosures with respect to material conflicts of interest in connection with
the Scope of Services under the Agreement, together with explanations of how we address or intend to
manage or mitigate each conflict. To that end, with respect to all of the conflicts disclosed below, we mitigate
such conflicts through our adherence to our fiduciary duty to you in connection with municipal advisory
activities, which includes a duty of loyalty to you in performing all municipal advisory activities for the Client.
This duty of loyalty obligates us to deal honestly and with the utmost good faith with you and to act in your
best interests without regard to our financial or other interests. In addition, as a broker dealer with a client
oriented business, our success and profitability over time is based on assuring the foundations exist of integrity
and quality of service. Furthermore, Piper Jaffray's supervisory structure, utilizing our long-standing and
comprehensive broker-dealer supervisory processes and practices, provides strong safeguards against
individual representatives of Piper Jaffray potentially departing from their regulatory duties due to personal
interests. The disclosures below describe, as applicable, any additional mitigations that may be relevant with
respect to any specific conflict disclosed below.
Compensation-Based Conflicts.
The fees due under the Agreement are based on the size of the Issue and the payment of such fees is
contingent upon the successful delivery of the Issue. While this form of compensation is customary in the
municipal securities market, this may present the appearance of a conflict or the potential for a conflict
because it could create an incentive for Piper Jaffray to recommend unnecessary financings or financings that
are disadvantageous to the Client, or to advise the Client to increase the size of the issue. We believe that the
appearance of a conflict or potential conflict is mitigated by our duty of care and fiduciary duty and the general
mitigations related to our duties to you, as described above.
Transactions in Client's Securities.
As a municipal advisor, Piper Jaffray cannot act as an underwriter in connection with the same issue of bonds
for which Piper Jaffray is acting as a municipal advisor. From time to time, Piper Jaffray or its affiliates may
submit orders for and acquire your securities issued in an Issue under the Agreement from members of the
underwriting syndicate, either for its own trading account or for the accounts of its customers.Again, while we
do not believe that this activity creates a material conflict of interest, we note that to mitigate any perception of
conflict and to fulfill Piper Jaffray's regulatory duties to the Client, Piper Jaffray's activities are engaged in on
customary terms through units of Piper Jaffray that operate independently from Piper Jaffray's municipal
advisory business, thereby eliminating the likelihood that such investment activities would have an impact on
the services provided by Piper Jaffray to you under the Agreement.
(B) Disclosures of Information Regarding Legal Events and Disciplinary History.
The Rule requires that all municipal advisors provide to their clients certain disclosures of legal or disciplinary
events material to a client's evaluation of the municipal advisor or the integrity of the municipal advisor's
management or advisory personnel. Accordingly, Piper Jaffray sets out below required disclosures and related
information in connection with such disclosures.
I. Material Legal or Disciplinary Event. There are no legal or disciplinary events that are material to the
Client's evaluation of Piper Jaffray or the integrity of Piper Jaffray's management or advisory personnel
disclosed, or that should be disclosed, on any Form MA or Form MA-I filed with the SEC.
II. Most Recent Change in Legal or Disciplinary Event Disclosure. Piper Jaffray has not made any material
legal or disciplinary event disclosures on Form MA or any Form MA-I filed with the SEC.
(C) How to Access Form MA and Form MA-I Filings.
Piper Jaffray's most recent Form MA and each most recent Form MA-I filed with the SEC are available on the
SEC's EDGAR system at http://www.sec.gov/edgar/searchedgar/companysearch.html. The Form MA and the
Form MA-I include information regarding legal events and disciplinary history about municipal advisor firms
and their personnel, including information about any criminal actions, regulatory actions, investigations,
terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The
SEC permits certain items of information required on Form MA or MA-I to be provided by reference to such
required information already filed by Piper Jaffray in its capacity as a broker-dealer on Form BD or Form U4 or
as an investment adviser on Form ADV, as applicable. Information provided by Piper Jaffray on Form BD or
Form U4 is publicly accessible through reports generated by BrokerCheck at http://brokercheck.finra.org, and
Piper Jaffray's most recent Form ADV is publicly accessible at the Investment Adviser Public Disclosure
website at http://www.adviserinfo.sec.gov. For purposes of accessing such BrokerCheck reports or Form ADV,
Piper Jaffray's CRD number is 665.
(D) Future Supplemental Disclosures.
As required by the Rule, this Section 5 may be supplemented or amended, from time to time as needed, to
reflect changed circumstances resulting in new conflicts of interest or changes in the conflicts of interest
described above, or to provide updated information with regard to any legal or disciplinary events of Piper
Jaffray. Piper Jaffray will provide you with any such supplement or amendment as it becomes available
throughout the term of the Agreement.