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HomeMy WebLinkAboutAgreement for Investment Banking Services with First Security Van KasperAGREEMENT FOR INVESTMENT BANKING SERVICES THIS AGREEMENT, effective the o2 day of ~ , 2000, is by and between the City of Meridian (the "Issuer"), a public body corporate and politic established u~statutes of the State of Idaho and First Security Van Kasper, Inc. (the "Underwriter/Placement Agent"), and a firm fully registered with the United States Securities and Exchange Commission and the National Association of Securities Dealers. WITNESSETH WHEREAS, the Issuer desires to engage in the issuance of bonds, notes, or other evidences of indebtedness issued by the Issuer (hereinafter the "Bonds"), for the purposes of, among others, fmancing the provision of capital/municipal improvements within and/or benefiting the Issuer; and WHEREAS, the Issuer desires to appoint anUnderwriter/Placement Agent to provide investment banking services and/or to underwrite the Bonds to be issued for such purposes by the Issuer and sold on a negotiated basis; and WHEREAS, the Issuer desires to engage for purposes of underwriting such Bonds the services of the Underwriter/Placement Agent; and WHEREAS, the Underwriter/Placement Agent desires to perform such investment banking underwriting services, and, in the course of acting in such capacity, and solely for such purposes, rendering advice to the Issuer, including advice with respect to the structure, timing, terms and other similar matters concerning a new issue or issues of Bonds; The Underwriter/Placement Agent is engaged in the business of providing fmancial consulting services in connection with the issuance of Bonds and has indicated to the Issuer a desire to furnish certain services to the Issuer in connection with the Issuer's municipal securities offerings. The parties hereto understand that this Agreement is not intended and is not, under any circumstances, to be construed as requiring the Underwriter/Placement Agent to perform any services, which constitute the practice of law or accountancy. NOW, THEREFORE, in consideration of the mutual promises therein contained, the parties hereto (each a "Party" and, collectively, the "Parties") hereby agree as follows: The Underwriter/Placement Agent agrees to render the following services on behalf of the Issuer: Prior to the sale of the Bonds, the Underwriter/Placement Agent will provide assistance on fmancing techniques and options and will prepare for the Issuer's consideration feasibility studies concerning various maturity schedules with probable interest costs that show how each new bond issue or issues will fit into the Issuer's then current debt structure, as well as their estimated impact on tax levies and other appropriate financial considerations that should be made. Term. This Agreement shall be for a period of 36 months commencing from the effective date of this agreement and may be terminated by either Party by giving sixty (60) days written advance notice to the other Party, with such termination becoming effective as of the sixty- first (61st) day following such provision of written notice. First 5ecurity~ Van Kasper a. Services To Be Provided. The Issuer hereby hires the Underwriter/Placement Agent, and the Underwriter/Placement Agent hereby agree, to provide investment banking and underwriting services to the Issuer in connection with the issuance of Bonds, including the original issuance of such Bonds and the refunding, remarketing or other disposition of such Bonds. Unless the Underwriter/Placement Agent shall waive its right in writing, the Underwriter/Placement Agent shall be, and the Issuer shall recognize the Underwriter/Placement Agent as, the "lead" or "managing" Underwriter/Placement Agent with respect to any such issue of Bonds. b. The Underwriter/Placement Agent shall provide to the Issuer in connection with such Bonds advice with respect to the structure, timing, terms and other similar matters concerning such Bonds, all as more fully set forth herein. The Issuer and the Underwriter/Placement Agent mutually recognize that no "fmancial advisor relationship ", shall be construed to exist by virtue of this Agreement and that the Underwriter/Placement Agent shall not be deemed a fiduciary of the Issuer hereby. In its capacity as Underwriter/Placement Agent to the Issuer, the Underwriter/Placement Agent shall perform the following services in connection with each issue of Bonds: (a) The Underwriter/Placement Agent will assist in the selection of and consult with nationally recognized bond counsel selected by the Issuer ("Bond Counsel") in developing the necessary fmancing documents under which the Bonds will be issued and secured; (b) The Underwriter/Placement Agent will use its best efforts to secure credit enhancement on the Bonds that will result in the Bonds receiving a rating of at least "A" or better from Moody's Investors Services or Standard and Poor's Corporation. (c) The Underwriter/Placement Agent will on behalf of the Issuer and with the assistance of the Issuer and Bond Counsel, prepare the Preliminary and Final Official Statement for each issue of the Bonds (the "Official Statement"), which Official Statement will serve as the primary marketing document for each issue of the Bonds. The Official Statement will present pertinent fmancial, legal, and other economic data in order to, among other things, enable prospective Bond owners to evaluate the credit-worthiness of the Bonds; (d) The Underwriter/Placement Agent will assist the Issuer in developing presentations to nationally recognized rating agencies (Moody's Investor's Service, Fitch's and/or Standard & Poor's Corporation), if deemed appropriate in the judgment of the Issuer and the Underwriter/Placement Agent; (e) As the lead or managing Underwriter/Placement Agent or, in the Underwriter/Placement Agent's exclusive discretion, with the Issuer's prior approval, the Placement Agent will use its best efforts to accomplish the formal marketing of the Bonds at the earliest date possible consistent with sound investment banking and underwriting principles. The Underwriter/Placement Agent will reoffer the Bonds to the public on the basis of an immediate "Bona fide public offering" or through a "private placement", all as more fully set forth in the Bond Purchase Contract to be entered into with at the time that the Bonds are priced with respect to each issue of the Bonds (the "Bond Purchase Contract"), which shall set forth the defmitive structure, timing and interest rates payable with respect to such Bonds and the conditions precedent to the Underwriter/Placement Agent's purchase of such Bonds. Compensation; Contracts of Purchase. In connection with the provision of the services outlined herein, the Underwriter/ Placement Agent and the Issuer each hereby agrees to enter into a separate Contract of Purchase in form and substance mutually satisfactory to the Parties hereof in connection with each issue or series of obligations to be underwritten by the Underwriter/Placement Agent. The Underwriter/Placement Agent shall be compensated for the services it renders under each such Bond Purchase Contract as set forth therein. Such Bond Purchase Contract shall serve to supplement this Agreement but shall not be construed to supersede or terminate this Agreement. The Issuer, at its option, may choose not to issue such bonds or Bonds if in their opinion the benefits provided are insufficient to warrant issuance. Costs of Issuance. In addition, the Issuer agrees to pay, at closing, all reasonable costs associated with the issuance and sale of the Bonds, including but not limited to, the costs of Bond Counsel, printing and mailing of the Official Statement, printing and delivery of the Bonds, the fees of the Trustee on the Bonds, any fees of the rating agency, the cost of its own counsel and accountant, and any reasonable accountable out-of-pocket expenses of the Underwriter Agent. In connection with the provisions of the services outlined herein, the Underwriter/Placement Agent and the Issuer each hereby agrees to enter into a separate Bond Purchase Contract in form and substance mutually satisfactory to the Parties hereof in connection with the obligations to be underwritten by the Underwriter/Placement Agent. FIRST SECURITY VAN KASPER, INC. By G~~ William H. a Vice President Approval: ~ ~ '~ r Issuer lG~,~l"'JJJ By Dat [Seal] /~, ,~ Attest: "~~ -~ ~~~~~~1~IifIf1~ Nfl~r~~~ ~~ (° ~ i Vy O S~~L - y ~`~ Q '~~~/i~ri-: o ~r ~, ~ttN~~