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HomeMy WebLinkAbout2017 CON Hilltop Securities - Placement Agent Agreement - Series 2017 Energy Conservation BondPLACEMENT AGENT AGREEMENT This Placement Agent Agreement ("Agreement") is made and entered into as of June 20, 2017 by and between the City of National City, a municipal corporation (the "City") and Hilltop Securities Inc., a Delaware corporation ("HilltopSecurities"). WITNESSETH: WHEREAS, the City presently intends to issue indebtedness in the approximate amount of $5,403,308.00 (the "Series 2017 Energy Conservation Bonds") and, in connection with the authorization, sale, issuance and delivery of such indebtedness, the City desires to obtain the professional services of HilltopSecurities to serve as the placement agent for the Series 2017 Energy Conservation Bonds; and WHEREAS, HilltopSecurities is willing to provide its professional services and its facilities as placement agent, acting not as a fiduciary, in connection with the issuance of the Series 2017 Energy Conservation Bonds. NOW, THEREFORE, the City and HilltopSecurities, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, do hereby agree as follows: SECTION I DESCRIPTION OF SERVICES Upon the request of an authorized representative of the City, HilltopSecurities agrees to provide its professional services and its facilities as placement agent in connection with the issuance of the Series 2017 Energy Conservation Bonds; and for having rendered such services, the City agrees to pay to HilltopSecurities the compensation as provided in Section III hereof. SECTION II TERM OF AGREEMENT This Agreement shall become effective as of the date executed by the City as set forth on the signature page hereof and, shall remain in effect thereafter until the City has paid HilltopSecurities in full the placement agent fee and all reimbursable expenses. SECTION III COMPENSATION AND EXPENSE REIMBURSEMENT The fees due to HilltopSecurities for the services set forth and described in Section I of this Agreement with respect to the issuance of the Series 2017 Energy Conservation Bonds during the term of this Agreement shall be calculated in accordance with the schedule set forth on Appendix "A" attached hereto. Unless specifically provided otherwise on Appendix "A" or in a separate written agreement between City and HilltopSecurities, such fees, together with any other fees as may have been mutually agreed upon and all expenses for which HilltopSecurities is entitled to reimbursement, shall become due and payable concurrently with the delivery of the proceeds of the Series 2017 Energy Conservation Bonds to the City. HilltopSecurities has not received nor will it collect any compensation or other consideration from the buyer(s). SECTION IV ADMINISTRATIVE PROVISIONS 1. Choice of Law. This Agreement shall be construed and given effect in accordance with the laws of the State of California. 2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the City and HilltopSecurities, their respective successors and assigns; provided however, neither party hereto may assign or transfer any of its rights or obligations hereunder without the prior written consent of the other party. 3. Entire Agreement. This instrument contains the entire agreement between the parties relating to the rights herein granted and obligations herein assumed. Any oral or written representations or modifications concerning this Agreement shall be of no force or effect except for a subsequent modification in writing signed by the parties hereto. 4. No Fiduciary Duty. The City acknowledges and agrees that: (i) the transaction contemplated by this Agreement is an arm's length, commercial transaction between the City and HilltopSecurities in which HilltopSecurities is not acting as a municipal advisor, financial advisor or fiduciary to the City; (ii) HilltopSecurities has not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures Ieading thereto irrespective of whether HilltopSecurities or any of its affiliates has provided other services or is providing other services to the City on other matters; (iii) the only obligations HilltopSecurities has to the City with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (iv) the City has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. IN WITNESS WHEREOF, the City and HilltopSecurities have duly executed this Agreement as of June 22, 2017. CITY OF NATIONAL CITY HILLTOP SECURITIES INC., a Delaware corporation (Signatur of two corporate officers required) By:. Leslie Deese, City Manager (Name) APPROVED AS TO FORM: Angil Morris -Jones City Attorney By: R . erto Contreras Deputy City Attorney (Title) By: (`(La C—Tkiitt (Name) 4A0e..Y4- Coll-'ev (Print) (Title) �.1 APPENDIX A The fees due HilltopSecurities shall not exceed those contained in the fee schedule as listed below: 2017 CREB FEE: $5,000.00 2017 TAX EXEMPT LEASE PURCHASE FEE: $14,500.00 COMBINED TOTAL SERIES 2017 ENERGY CONSERVATION BONDS FEE: $19,500.00 The City shall be responsible for the following expenses: Bond counsel fee and charges Bank counsel fee and charges Financial advisor Third -party reports or providers such as an appraisal, title insurance, fiscal consultant, assessment engineer, or special tax consultant CDIAC MSRB fees HilltopSecurities will be responsible for its own travel expenses and legal fees. Its fees are entirely contingent on the successful completion of a financing. If the issue fails to close, HilltopSecurities will not be reimbursed for any expenses.