HomeMy WebLinkAboutContract CITY OF
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CAG-17-039
AGREEMENT FOR FINANCIAL ADVISORY SERVICES
CAG-1� -039
THIS AGREEMENT, dated March 1, 2017, is by and between the City of Renton (the "City"), a
Washington municipa) corporation, and PiperJaffray & Co. ("Consultant" or "Piper Jaffray"),
Financial Advisor. The City and the Consultant are referred to collectively in this Agreement as
the "Parties." Once fully executed by the Parties, this Agreement is effective as of the last date
signed by both parties.
1. Scope of Work: Subject to the limitations described in Exhibit A, Consultant agrees to
provide financial advisory services as specified in Exhibit A — Request for Proposal for
Financial Advisory Services (RFP#13140) , which is attached and incorporated herein and
may hereinafter be referred to as the "Work."
2. Chan�es in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions,deletions or modifications.Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit B or as otherwise mutually
agreed by the Parties.
3. Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later
than March 1, 2021.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall depend on the size and type of bond issue and based on the schedule
shown in Exhibit B plus any applicable state and local sales taxes. Compensation shall
be paid based upon Work actually performed according to the rate(s) or amounts
specified in Exhibit B. The Consultant agrees that any hourly or flat rate charged by it
for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to
in writing or provided in Exhibit B. Except as specifically provided herein, the
Consultant shall be solely responsible for payment of any taxes imposed as a result of
the performance and payment of this Agreement.
B. Method of Pavment. The Consultant shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Consultant shall also submit a final bill after bonds have been
issued or upon completion of all Work. Payment shall be made by the City for Work
performed within thirty (30) calendar days after receipt and approval by the
appropriate City representative of the voucher or invoice. If the Consultant's
performance does not meet the requirements of this Agreement, the Consultant will
correct or modify its performance to comply with the Agreement. The City may
withhold payment for work that does not meet the requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10)calendar days' notice to the Consultant in writing. In the event
of such termination or suspension,all finished or unfinished documents,data,studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B. In the event this Agreement is terminated by the City,the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6. Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
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and laws. Compliance with professional standards includes, as applicable, performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bride and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non-
exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and
display all final work product produced pursuant to this Agreement. The City's or other's
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required by
applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/orto complywith the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act,Consultant shall make a due diligent search
of aIl records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disclosure, it may, at
Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City for all costs, including attorneys' fees, attendant to any claim
or litigation related to a Public Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this section
shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement.The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
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employee.The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual,the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant's failure to do so.
10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or
by any and all persons or entities, caused directly by the negligent acts, errors or
omissions of the Consultant in its performance of this Agreement, except for that portion
of the claims caused by the City's sole negligence. IVotwithstanding anything else in this
Agreement,no recourse shall be had against Consultant for any loss,damage,liability,
cost or expense (whether direct, indirect or consequential) of the City 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 bonds or otherwise relating to the tax treatment of
interest on any bonds, or in connection with any opinion or certificate rendered by
bond or disclosure counsel or any other person at closing.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction,alteration, improvement,etc., of structure or improvement attached to real
estate...) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
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Consultant and the City, its officers, officials, employees and volunteers, Consultant's
liability shall be only to the extent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law,the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant's performance of the Work.
12. Citv of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good standing
throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://rentonwa.�ov/business/default.aspx?id=548&mid=328.
Information regarding State business licensing requirements can be found at:
http://dor.wa.�ov/content/doingbusiness/re�istermvbusiness/
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of$1,000,000.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased,hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant's vehicles on the City's Premises by or on
behalf of the City, beyond normal commutes.
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E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City's insurance policies shall
not be a source for payment of any Consuttant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
F. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation,within
two (2) business days of their receipt of such notice.
14. Delavs: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's reasonable
control occur,the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
15. Successors and Assi�ns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service.Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON CONSULTANT
Jan Hawn, Admin Services Administrator Lindsay Sovde, Managing Director
1055 South Grady Way PiperJaffray
Renton, WA 98057 1420 Fifth Avenue, Suite 1425
Phone: (425) 430-6858 Phone: 206-628-2875
jhawn@rentonwa.gov Lindsay.a.sovde@pjc.com
Fax: (425) 430-6855 Fax: 206-343-2103
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
Page 6 of 16 �
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution Number 4085.
18. Miscellaneous: The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached Exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached Exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
Page 7 of 16 �
E. This is a non-exclusive agreement and Consuitant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authoritv. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Mana�ement. The City's project manager is Jan Hawn. fn
providing Work, Consultant shall coordinate with the City's contract manager or
his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevai�. Any Exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared Exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E. Governin� Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. loint Draftin� Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
Page 8 of 16 �
A. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce
or interpret this Agreement or any of its terms or covenants shall be brought in the
King County Superior Court for the State of Washington at the Maleng Regional
Justice Center in Kent, King County, Washington, or its replacement or successor.
The parties each hereby agree 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 punitive damages.
B. Severabilitv. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceabte shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
C. Sole and Entire A�reement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
D. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant's performance of
this Agreement.
E. Third-Partv Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken�ursuant to this Agreement will
be for the sole and exclusive benefit of the Rarti�s and no ol�e etse:�
F. Assi�ns and Successors. The Parties each bind themselves, their partners, successors,
assigns, and legal representatives to the other party to this Agreement, and to the
partners, successors, assigns, and legal representatives of such other party with
respect to all covenants of the Agreement.
G. Waivers. All waivers shall be in writing and sign�d by the waiving party. Either party's
failure to enforce any provision of this Agreement sh'all not be a waiver and shall not
prevent either the City or Consultant from ehforcing tk�at provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
H. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an origina�, and all of which will together
constitute this one Agreement.
Page 9 of 16 �
i. Exhibit A and B are attached and incorporated herein.
IN WITNE55 WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON CONSULTANT
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By: By: ���r`�
Denis Law Lindsay Sov
Mayor Managing Director
3 6 � �r5 j � �-
Date Date
Attest
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Jaso A. Se
City lerk
Approved as to Legal Form
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Lawrence J. Warren
Renton City Attorney
Agreementform Updated O1/31/2017
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Page 10 of 16 ,*�'
EXHIBIT A
Provide financial advisory services related to debt issuance. Such services include: 1) devising and
recommending to the City a financing plan for debt obligations to be issued, including bond
structuring alternatives, size, timing, and method of bond sale, and credit enhancement if
necessary, 2) preparing rating agency presentations, schedule and assist in the presentations,
and act as a liaison with the agencies, providing information as needed, 3) assisting in the
evaluation and selection of underwriters for a negotiated sale and negotiation of underwriting
fees and interest costs, and defining process for competitive sale, 4) preparing bond disclosure
information, and 5) coordinating the sale and closing of bonds.
Provide general financial advisory services in the areas of financial planning and capital
financing. These services include: 1) reviewing client's financing objectives, financial forecast,
and financial position, 2) providing technical financial analysis related to financing options of
various economic development project proposals as they pertain to the City's credit ratings, 3)
developing economic modeling, sensitivity analyses and general information relevant to
structuring and financing alternatives, and 4) assisting the City in long-range financial planning
as needed.
Limitations on Scope of Services. The Scope of Services are subject to the following limitations:
In connection with the issuance of revenue bonds by the City, Piper Jaffray has not assumed
responsibility for preparing or certifying as to the accuracy or completeness of any preliminary
or final official statement, other than with respect to written information about Piper Jaffray as
the municipal advisor if provided by Piper Jaffray in writing for inclusion in such documents.
In connection with general obligation bonds, Piper Jaffray will assemble the preliminary and
final official statement from information received from the City, third parties and its agents,
such as bond counsel. Piper Jaffray will rely on the City to provide us with accurate and
complete information, access to relevant personnel and agents, and final approval to the
distribution and use of the preliminary and final official statements to carry out these duties. In
addition the City agrees to allow the Consultant to rely on any opinion or representation of the
City or counsel as to the accuracy or completeness of the preliminary and final official
statement.
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 City and the Consultant. 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 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.
Page 11 of 16 �"'
IRMA Matters. �f the City 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 laffray, its personnel and its role as IRMA in the written representation of
the City contemplated under SEC Rule 15Ba1-1(d)(3)(vi)(B) is subject to prior approval by Piper
Jaffray and City agrees not to represent, publicly or to any specific person, that Piper Jaffray is
City'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.
PiperJaffray's Regulatory Duties When Servicing the City. MSRB Rule G-42 requires that Piper
Jaffray undertake certain inquiries or investigations of and relating to the City in order for Piper
Jaffray to fulfill certain aspects of the fiduciary duty owed to the City. Such inquiries generally are
triggered: (a) by the requirement that Piper Jaffray know the essential facts about the City and
the authority of each person acting on behalf of the City so as to effectively service the
relationship with the City, to act in accordance with any special directions from the City, to
understand the authority of each person acting on behalf of the City, 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 City, if any or by others that Piper
Jaffray reviews for the City, if any; (c) when making any representations, including with regard to
matters pertaining to the City 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 City, its financial condition, its operational status and its municipal
securities or municipal financial products. Specifically, City agrees to provide to Piper Jaffray any
documents on which the City has relied in connection with any certification it may make with
respect to the accuracy and completeness of any Official Statement for the Issue.
City 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 City agrees that, to the extent the City seeks to have Piper Jaffray
provide advice with regard to any recommendation made by a third party, the City 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.
Official Statement. 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 10b-5 promulgated under the Securities Exchange Act of 1934, may apply
to the City and that the failure of the Financial Services Provider to advise the City respecting
Page 12 of 16 �
these laws shall not constitute a breach by the Financial Services Provider or any of its duties
and responsibilities under this Agreement. The City acknowledges that any Official Statement
distributed in connected with an issuance of securities are statements of the City and not of
Piper Jaffray.
Required Disc/osures. MSRB Rule G-42 requires that Piper Jaffray provide the City 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 below.
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 Disclosure Statement
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) (the Rule).
(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 City. 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
deater with a City 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 bond 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
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create an incentive for Piper Jaffray to recommend unnecessary financings or financings that
are disadvantageous to the City, or to advise the City 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 City'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 the City's 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
City, 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 Citys certain disclosures of legal or
disciplinary events material to a City'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 City'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-1 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.�ov/ed�ar/searched�ar/companysearch.html. The Form MA and the Form MA-
1 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 ht�://brokercheck.finra.or�,
Page 14 of 16 �
and Piper Jaffray's most recent Form ADV is publicly accessible at the Investment Adviser Public
Disclosure website at http://www.adviserinfo.sec.�ov. For purposes of accessing such
BrokerCheck reports or Form ADV, Piper Jaffray's CRD number is 665.
(D) Future Supp/emental Disclosures. As required by the Rule,this Section 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.
Page 15 of 16 �''
Exhibit B
FEES
. -.
.- -. �- -. ..
, .- . .- ii� . .-.
.- . ,., .. - ... . . •
LTGO issues up to$30M
Fixed Rate $20,000 $0.75/$1,000
LTGO issues over$30M $25,000 $0.50/$1,000
Fixed Rate
LTGO Refunding Add$10,000 to above fees Same as above
Revenue Bonds up to$30M $20,000 $1.00/$1,000
Fixed Rate
Revenue Bond over$30M $25,000 $0.75/$1,000
Fixed Rate
Revenue Bond Refunding Add$10,000 to above fees Same as above
Short-term Financing
(BANs,TANs,TANs, Etc) $10,000 $0.50/$1,000
Taxable issues
(non-subsidized) Same as above Same as above
Taxable issues
(subsidized e.g. BABs) Same as above Same as above
63-20 revenue bonds $40,000 $0.50/$1,000
(1) The City will not pay fees related to work on a debt issue if the debt issue is not closed.
(2) Fees are subject to annual adjustment based on the Seattle-Tacoma-Bremerton CPI
(3) Fees for any work that is not otherwise included in these tables(e.g. Federal Loans,variable rate or other non-
traditional financing)will be negotiated at time of service
Hourly rates will be charged for projects that do not have a corresponding bond issue.
. . . .
. . .
Lindsay Sovde, Managing Director $300.00 per hour
Richard Schober, Managing Director $300.00 per hour
Justin Monwai,Assistant Vice President $250.00 per hour
Mark Lee, Underwriter $300.00 per hour
Blended Hourly Rate Total $287.50 per hour
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