HomeMy WebLinkAbout6.F.8. Approval of Municipal Advisor Contract with Sprinsted, Inc. Consent Business 6. F. 8.
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TO: Mayor and City Council
FROM: William H. Reynolds, City Administrator
DATE: 12/01/2015
SUBJECT: Approval of Municipal Advisor Contract with Springsted, Inc. (F)
Action Sought
Authorize the City Administrator to enter into a contract for Municipal Advisory
Services with Springsted, Inc.
Background
As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010, All Municipal Advisors (MA) are required to establish contractual terms and
conditions with their clients.
Discussion
The attached contract outlines the role of MA in advising municipalities, how and
when the MA is to be paid, a contract termination clause (30-day notice), and
conflict of interest disclosure. In addition, Appendix A provides a specific scope of
services that may be provided in the following four areas: General Municipal
Advisory Services, Securities Issuance, Arbitrage Monitoring Services and
Continuing Disclosure Services. Appendix B provides compensation scale and
hourly rates and fees. The City Attorney has reviewed the contract.
Recommendation
Approval.
Budget Impact
Budgetary impact will not be affected. Any additional project fees from services
outlined will require Council approval.
Relationship to Vision
This is a housekeeping item. (F)
Requested Action
Authorize the City Administrator to enter into the attached contract.
Attachments: Springsted MA Contract
AGREEMENT FOR MUNICIPAL ADVISOR SERVICES
THIS AGREEMENT FOR SERVICES("Agreement")is made as of the 07 day of October,2015(the"Effective Date"),
by and between City of Shakopee, Minnesota("Client")and Springsted Incorporated("Advisor").
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WHEREAS, the Client wishes to retain the services of the Advisor on the terms and conditions set forth herein, and
the Advisor wishes to provide such services;and
NOW, THEREFORE,the parties hereto agree as follows:
1. Dodd-Frank Compliance. Springsted is a Municipal Advisor as defined in Section 15B of the Securities
Exchange Act of 1934 and as amended by Section 975 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act. For purposes of any Municipal Advisor Services rendered by Advisor, Springsted affirms that it is
registered as a Municipal Advisor and in good standing with both the Securities and Exchange Commission
(registration #867-00226) and the Municipal Securities Rulemaking Board (registration #K0457). The Advisor
shall maintain such registration and compliance with applicable laws and regulations as they pertain to Municipal
Advisors during the term of this Agreement.
2. Engagement; Duties. On the terms and conditions set forth herein, Client hereby engages Advisor as its
Municipal Advisor. Advisor shall provide those services described in Appendix A to Client on an as-requested
basis by Client; provided, however, that Advisor's obligations under this Agreement shall be expressly limited to
such services. Notwithstanding the foregoing, if Client requests Advisor to provide services in connection with a
particular municipal issuance-related matter and the parties agree that the services that will be required to be
provided in connection therewith differ in scope from those services set forth on Appendix A, the parties shall
negotiate a mutually agreeable set of services that will be provided by Advisor to Client. Upon the parties'
agreement to a particular set of alternate services,Advisor shall deliver to Client an addendum to this Agreement
(an "Addendum"). Any such Addendum shall set forth the scope of Advisor's engagement with respect to such
municipal issuance-related matter, as well as any alterations to the terms of this Agreement that may have been
agreed upon by the parties in connection with such alternate services.
Client authorizes its City Administrator ("Client Representative") to discuss with Advisor the terms of any such
Addendum, and authorizes Client Representative to consult with other Client staff or counsel in order to take any
and all actions necessary to negotiate, receive, acknowledge or undertake any other step(s) necessary to
effectuate any such Addendum on behalf of Client.
3. Compensation and Expenses. Client shall compensate the Advisor and be responsible for the payment of such
expenses as set forth on, and in accordance with, Appendix B attached hereto. Unless otherwise noted in
Appendix B, compensation shall be due to the Advisor within thirty (30) days of the invoice date. The fees set
out herein shall be effective for the twelve (12) month period immediately following the Effective Date and shall
extend to any service provided by the Advisor pursuant to this Agreement within said 12-month period.
Thereafter, the Advisor's compensation shall be at the rates charged other similar clients as of the time a Debt
Obligation is commenced.
4. Term and Termination. This Agreement shall be effective as of the Effective Date and shall remain in effect until
terminated by either party for any reason upon thirty(30) days prior written notice to the other party. Provided,
however, that a termination of this Agreement shall not relieve Client of its obligations to pay Advisor for all
services rendered and reimbursable expenses incurred prior to the effective date of termination.
5. Indemnification; Sole Remedy. The Client and the Advisor each hereby agree to indemnify,defend and hold the
other harmless from and against any and all losses, claims, damages, expenses, including without limitation,
reasonable attorney's fees, costs, liabilities, demands and cause of action (collectively referred to herein as
"Damages") which the other may suffer or be subjected to as a consequence of any act, error, material
misstatement or omission of the indemnifying party in connection with any information provided, or the
performance or nonperformance of its obligations hereunder, less any payment for damages made to the
indemnified party by a third party.
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Notwithstanding the foregoing, no party hereto shall be liable to the other for Damages suffered by the other to
the extent that those Damages are the consequence of: (a)events or conditions beyond the control of the
indemnifying party, including without limitation, changes in economic conditions; (b)actions of the indemnifying
party which were reasonable based on facts and circumstances existing at the time and known to the
indemnifying party at the time the service was provided; or(c)errors made by the indemnifying party due to its
reliance on facts and materials provided to the indemnifying party by the indemnified party.
Neither party shall be entitled to indemnification under this Agreement for Damages related to any service
provided hereunder more than three years prior to the date on which a claim for indemnification is first asserted
in writing and delivered to the party from which indemnification is asked.
Whenever the Client or the Advisor becomes aware of a claim with respect to which it may be entitled to
indemnification hereunder, it shall promptly provide written notice to the other, which shall include a description
of the nature of the claim. If the claim arises from a claim made against the indemnified party by a third party,
the indemnifying party shall have the right, at its expense, to contest any such claim, to assume the defense
thereof, to employ legal counsel in connection therewith, and to compromise or settle the same, provided that
any compromise or settlement by the indemnifying party of such claim shall be deemed an admission of liability
hereunder. The remedies set forth in this section shall be the sole remedies available to either party against the
other in connection with any Damages suffered by it.
6. Confidentiality; Disclosure of Information.
6.1 Client Information. All information,files, records, memoranda and other data of the Client which the Client
provides to the Advisor, or which the Advisor becomes aware of in the performance of its duties
hereunder("Client Information"), shall be deemed by the parties to be the property of the Client. Advisor
may disclose Client Information to third parties in connection with the performance by it of its duties
hereunder.
6.2 Advisor Information. The Client acknowledges that, in connection with the performance by the Advisor of
its duties hereunder, the Client may become aware of internal files, records, memoranda and other data,
including without limitation computer programs of the Advisor ("Advisor Information"). The Client
acknowledges that all Advisor Information, except reports prepared by the Advisor for the Client, is
confidential and proprietary to the Advisor, and Client agrees that it will not, directly or indirectly, disclose
the same or any part thereof to any person or entity except upon the express written consent of the
Advisor.
7. Conflicts of Interest. Client acknowledges that it has received those disclosures set forth and contained within
Appendix C attached hereto and incorporated herein by reference. Client further acknowledges that it has been
given the opportunity to raise questions and discuss the above-referenced matters with Advisor and that ft fully
appreciates the nature of these conflicts and corresponding disclosures. Client hereby waives such conflicts. In
the event any conflict arises during the term of this Agreement, Advisor will promptly disclose the same. Upon
receiving any additional disclosures, Client agrees that it will carefully consider any such conflicts, will seek
independent advice if it determines it is appropriate, and will, in a writing executed by Client Representative,
specifically acknowledge the conflict(s) and, so long as Client believes that Advisor is able to appropriately
manage the above-referenced conflicts, authorize Advisor to proceed with the engagement.
8. Dispute Resolution. Upon any dispute under this Agreement, and for a period of 30 days following written notice
of a claim or dispute,the senior management of the parties shall first attempt to resolve the dispute informally. If
informal dispute resolution is unsuccessful, within 30 days thereafter,the parties shall submit the matter to non-
binding mediation before a mutually agreed, certified, neutral third party mediator. If the parties cannot agree
upon a mediator, the matter shall be submitted to the American Arbitration Association, Commercial Mediation
Division, for selection of a mediator. The parties shall share the cost of the mediator and pay their own
mediation expenses and attorney fees. If mediation is unsuccessful, the parties may pursue all available legal
and equitable remedies.
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9. Miscellaneous.
9.1 No Underwriting Participation. The Advisor shall not during the term of this Agreement directly or
indirectly engage in the underwriting of any securities issuance.
9.2 Delegation of Duties. The Advisor shall not delegate its duties hereunder to any third party without the
express written consent of the Client.
9.3 No Third Party Beneficiary. No third party shall have any rights or remedies under this Agreement.
9.4 Entire Contract; Amendment This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior written or oral negotiations, understandings
or agreements with respect hereto. This Agreement may be amended in whole or in part by mutual
consent of the parties, and this Agreement shall not preclude the Client and the Advisor from entering into
separate agreements for other projects.
9.5 Governing Law. The parties agree and acknowledge that any action brought for breach of this Agreement
or to enforce any of its provisions shall be brought in Ramsey County District Court, Minnesota. This
Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.
9.6 Change in Laws or Regulations. The parties agree and acknowledge that changes in law or regulations
issued by federal or state authorities may affect the terms of this Agreement. If there are any changes in
law or regulations made after the date of this Agreement, the Client agrees to amend this Agreement if
required, to maintain compliance with all applicable laws and regulations. Unless stated otherwise in this
Agreement, Advisor may amend this agreement at any time by providing thirty (30) days advance written
notice to Client. If no objection is made by the client within thirty (30) days following delivery of such
notice,Advisor will assume Client's inactivity constitutes consent.
9.7 Severability. To the extent any provision of this Agreement shall be determined invalid or unenforceable,
the invalid or unenforceable portion shall be deleted from this Agreement, and the validity and
enforceability of the remainder shall be unaffected.
9.8 Notice. All notices required hereunder shall be in writing and shall be deemed to have been given when
delivered, transmitted by first class, registered or certified mail, postage prepaid and addressed as
follows:
If to the Client: If to the Advisor,to:
City of Shakopee, MN Springsted Incorporated
129 South Holmes Street 380 Jackson Street,Suite 300
Shakopee, MN 55379-1376 Saint Paul, MN 55101-2887
Attention: Bill Reynolds Attention: Managing Principal
The foregoing Agreement is hereby entered into on behalf of the respective parties by signature of the following
persons each of whom is duly authorized to bind the parties indicated.
FOR CLIENT SPRINGSTED INCORPORATED
Bill Reynolds Paul Steinman
Print Name Print Name
City Administrator Vice President, Client Representative
Title Title
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APPENDIXA OF AGREEMENT BETWEEN
City of Shakopee,Minnesota
AND
Springsted Incorporated
Effective as of October 7,2015
SCOPE OF SERVICES
A. General Municipal Advisory Services
Unless otherwise agreed to by the parties, in connection with any request for services relative to any financial
topic, new project concept planning or other financially related topic or project(each referred to herein as a
"Project"),the Advisor shall perform the following services, as applicable:
1. Provide general financial advice relative to a Project.
2. Survey the resources available to determine the financial feasibility of a Project.
3. Assist in the development of a plan or plans for a particular Project that may be available and appropriate for
such Project.
4. Recommend to the Client a plan for any Project.
5. Advise the Client on current market conditions,federal,state or other law considerations, and other general
information and economic data that might be relevant to any Project.
6. Assist Client in coordinating the activities between various parties to any Project as needed.
7. Assist Client in selecting and,working with, members of a working group to procure services deemed
necessary to a Project.Services that may be procured may include, but are not limited to:general counsel;
special tax counsel;credit facilities;credit rating;and engineering or design services.
8. Assist with the review of all documents,including but not limited to any governing body resolutions,
purchase agreement, and any other relevant documents.
9. Assist the Client with other components of a Project as requested and agreed upon.
10. Coordinate with the proper parties and oversee the completion of each Project.
B. Securities Issuance
Unless otherwise agreed to by the parties, in connection with any request for services relative to any new money
issuance, refunding of a prior issuance or other financings(each referred to herein as a"Transaction"),the
Advisor shall perform the following services, as applicable:
1. Provide general financial advice relative to any Transaction.
2. Survey the financial resources of the Client to determine its borrowing capacity and analyze existing debt
structure as compared to the existing and projected sources of revenues.
3. Assist in the development of a plan or plans for the financing or refinancing of any improvements through
the issuance of general bond obligations, loans and/or notes,school bonds, revenue or refunding bonds,or
other type of financing alternatives that may be available and appropriate for the particular issuance("Debt
Obligations").
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4. Recommend to the Client an amount,the maturity structure,call provisions, pricing, and other terms and
conditions of the Debt Obligation.
5. Advise the Client on current market conditions,forthcoming bond, loans and note issues,federal,state or
other tax law considerations,and other general information and economic data that might normally be
expected to influence the interest rates of the financing.
6. Assist the Client in the analysis of and the selection of a credit rating firm or Firms for the Debt Obligation
and further assist in the development and presentation of information to obtain a credit rating or credit
ratings for the Debt Obligation.
7. Advise the Client on utilizing credit enhancement and provide assistance in seeking such credit
enhancement if,in the opinion of the Advisor,such credit enhancements would be advantageous to the
Client.
8. Assist Client in coordinating the financing activities between various parties to any Transaction as needed.
9. Assist Client in selecting and,working with, members of a working group to procure services deemed
necessary to the issuance or post-issuance requirements of the Debt Obligation.Services that may be
procured may include, but are not limited to: bond counsel;special tax counsel;disclosure counsel;trustee
selection; paying agent selection;credit facilities; underwriter;and printing services.
10. Assist with the review of all financing documents, including but not limited to the preliminary and final
offering statement,any governing body resolutions, purchase agreement, and any official notice of sale.
11. Communicate with potential underwriters or investors,as appropriate to any Transaction, to ensure that
each is furnished with the information they need to render an independent, informed purchase or investment
decision concerning the Client's proposed financing.
12. Coordinate with the proper parties and oversee the closing process so as to ensure the efficient delivery of
the Debt Obligations to the applicable purchaser.
C. Arbitrage Monitoring Services
Upon receipt of written authorization by the Client to proceed,Advisor shall, based on information supplied by
Client,make arbitrage calculations(to include for purposes of this document, rebate and yield reduction
calculations) required by Section 148 of the Internal Revenue Service("IRS") Code and related U.S.Treasury
regulations with respect to specified Debt Obligations for the period of time designated for any such Debt
Obligation. In carrying out its duties,the Advisor shall periodically,for each specified Debt Obligation:
1. Determine the yield on the applicable Debt Obligation;
2. Determine if spending exceptions have been met;
3. Determine the amount of any arbitrage payment due the IRS;
4. Notify Client and/or its designee of any liability amount;
5. Prepare for submission by Client the forms with which to submit any payment amount due to the IRS at the
appropriate intervals throughout the term of the engagement relative to each specified Debt Obligation;
Client agrees to timely provide the Advisor with accurate information concerning cash and investment activity
within all funds relative to the subject Debt Obligations. The information to be provided shall include:
1. Deposits and withdrawals of proceeds or money from other sources within any funds subject to the IRS
arbitrage rules;
2. Payments of principal and interest on the Debt Obligations;and
3. All investment activity including:
a) Date of purchase or acquisition;
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b) Purchase price of investments including any accrued interest;
c) Face amount and maturity date;
d) Stated rate of interest;
e) Interest payment dates;
f) Date of sale,transfer,or other disposition;
g) Sale or disposition price;and
h) Accrued interest due on the date of sale or disposition;
4. Any other information necessary for the Advisor to make the calculations required for the specified Debt
Obligation.
D. Continuing Disclosure Services -
Upon receipt of written authorization from the Client to proceed,Advisor shall, based on the information supplied
thereby, assist Client in satisfying its obligations for specified Debt Obligations under any applicable continuing
disclosure undertaking executed by and requiring the Client to provide certain financial information and operating
data and timely notices of the occurrence of certain events determined to be significant to investors. Such
assistance will include the following for each specified Debt Obligation:
1. Compile,as needed,and file an annual report according to the continuing disclosure undertaking(the
"Undertaking") executed by Client pursuant to SEC Rule 15c2-12(b)(5)for the Debt Obligation(s)for
submission by Client to the Municipal Securities Rulemaking Board (MSRB)and the State Information
Depository(SID), as applicable. The annual report will generally include:
a) An annual audited financial statement to be prepared by Clients accountants.
b) Updates of certain specified operating and financial data if not included in the annual audited financial
statement.
2. Monitor through periodic requests for information,the significant events listed in the Undertaking and assist,
as necessary,in the drafting and filing of a significant event notice relative thereto.
3. Advisor will furnish a receipt of filing for any continuing disclosure filing made within 30 days after its
submission to the MSRB.
Client agrees to provide the Advisor with accurate information with respect to compiling the annual report in a
timely manner and to fully disclose to Advisor any significant events as they occur.
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APPENDIX B OF AGREEMENT BETWEEN
City of Shakopee,Minnesota
AND
Springsted Incorporated
Effective as of October 7,2015
A. COMPENSATION FOR SERVICES RELATING TO CLIENTS DEBT OBLIGATIONS
1. a. General obligation debt:
• Base fee of$7,500 for a bond issuance, plus
• $5 per$1,000 for the first$2,500,000 of bonds issued
• $1 per$1,000 for amounts over$2,500,000 of bonds issued
b. The foregoing schedule shall include the Advisor's services through closing of a Debt Obligation. If the
Advisor performs post-closing services relative to a Debt Obligation,it shall be compensated for such
services at the hourly rates set out in paragraph B of this appendix.
c. A single Debt Obligation with multiple financing plans is charged per plan with a discount of$4,000 per
plan applied after the first plan.
d. Non ad valorem supported debt and advance refunding shall be compensated at 1.25 times the fee set
out in paragraph 1.a. above.
e. Debt Obligations dependent on successful referenda shall be compensated at 1.10 times the fee set
out in paragraph 1.a.above.
f. In the event it is necessary for the Advisor to repeat Debt Obligation services because of events
beyond the Advisor's control,the Advisor shall be compensated for such repetitive services at the
hourly rates set out in the foregoing paragraph B.of this Appendix. The Advisor shall not be entitled to
compensation under this section for failed referenda unless otherwise provided by agreement between
the Client and the Advisor.
g. The Advisor's fees shall be payable as follows:
(i) For a Debt Obligation,fees shall be contingent upon closing of the Debt Obligation,except that if
the Debt Obligation is awarded but cannot be closed by reason of an error, act or omission of the
Client,the Advisor shall be paid the amount which it would have been due upon closing.
(ii) If an issuance does not close for a reason that is beyond the control of the Client and without fault
of the Client,then the Advisor shall be compensated at one-half the amount which would have
been due upon closing.
(iii) Fees for services provided in connection with a private placement are not contingent on the
successful placement of the Debt Obligation.
(iv) If a Client Debt Obligation is abandoned for any reason and the Advisor is without fault for such
abandonment,the Advisor shall be paid a fee in the amount that would have been due if the
Advisor's services to the point of abandonment had been charged at the hourly rate set out in
paragraph B. herein however not more than the fee had the Debt Obligation been issued. A Debt
Obligation shall be deemed abandoned upon notice by the Client to the Advisor of abandonment or
whenever the Client has taken no action with respect to the Debt Obligation within one year,
whichever occurs first. Delay in the issuance of Debt Obligations resulting from failed authorization
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referenda shall not constitute abandonment unless otherwise provided by agreement between the
Client and the Advisor.
2. The Client shall be responsible for issuance expenses including,without exclusion of other expenses:
(i)posting and distributing the Official Statement, (ii)legal fees,(iii)printing, (iv)delivery and settlement,(v)
travel, (vi) rating fees, (vii)out-of-pocket Debt Obligation related expenses,and(viii)governmental and
governmental agency fees and charges.
B. HOURLY RATES FOR NON-DEBT ISSUANCE RELATED SERVICES
Principal,Senior Officer $260
Senior Professional Staff $215
Professional Staff $160
Associates $ 75
C. ARBITRAGE AND REBATE MONITORING SERVICES
1. Fees for arbitrage services shall be as applied as follows:
a. $1,500 per determination per Debt Obligation when such determinations are made annually as of the
selected computation date of the applicable Debt Obligation's date of issuance,or
b. $1,500 for the first year, plus $400 for each additional year up to a five year period per determination for
each Debt Obligation when such determinations are made for periods in excess of one year.
2. At such time as the original proceeds and investment earnings thereon are completely expended and only a
non-commingled bona fide debt service fund remains,the Advisor will notify the Client if compliance with the
arbitrage provisions can be accomplished through monitoring of the Debt Service fund. In the event such
recommendation is made and it is accepted by the Client, the Advisor will perform monitoring activities for a
fee of$400 for annual monitoring or$850 for monitoring at the close of every fifth bond year. If, for any
determination period, monitoring reveals that the debt service fund is no longer bona fide and a rebate
calculation must be performed, any charge for monitoring for that determination period will apply toward the
applicable fee for rebate and arbitrage services.
3. If (i) separate information for each Debt Obligation is not provided, (ii) Advisor is required to perform
allocations of investments among funds, or(iii) the Advisor is required to perform other analysis, additional
compensation will be charged for such allocations/analyses at the hourly rates in paragraph B.
D. CONTINUING DISCLOSURE SERVICES
Report preparation and filing per type of obligation: .
a. Full disclosure report created by Advisor,$1,300, plus$200 each debt obligation
b. Full or limited disclosure official statement with updated data that can be referenced, $0, plus
$200 each debt obligation
c. Full disclosure all operating data included within CAFR,$600,plus$200 each debt obligation
d. Limited disclosure, $600,plus$200 each debt obligation
Client shall be responsible for county auditor certification fees, if required, and any legal fees incurred in
connection with determining compliance with continuing disclosure certificates or interpretation of significant
events or filing of the annual report.
E. EXPENSES AND HOURLY FEES
Amounts due the Advisor for expenses and services charged at hourly rates shall not be contingent.
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APPENDIX C OF AGREEMENT BETWEEN
City of Shakopee,Minnesota
AND
Springsted Incorporated
Effective as of October 7,2015
VARIOUS FORMS OF COMPENSATION
In connection with our fiduciary duty,we are hereby providing to you written disclosures about the actual or potential
conflicts of interest presented by various forms of compensation.
We must provide this disclosure unless you have required that a particular form of compensation be used.
Forms of compensation: potential conflicts. The forms of compensation for municipal advisors vary according to
the nature of the engagement and requirements of the client, among other factors.Various forms of compensation
present actual or potential conflicts of interest because they may create an incentive for an advisor to recommend
one course of action over another if it is more beneficial to the advisor to do so. This document discusses various
forms of compensation and the timing of payments to the advisor.
Fixed fee. Under a fixed fee form of compensation,the municipal advisor is paid a fixed amount established at the
outset of the transaction.The amount is usually based upon an analysis by the client and the advisor of, among other
things,the expected duration and complexity of the transaction and the agreed-upon scope of work that the advisor
will perform. This form of compensation presents a potential conflict of interest because,if the transaction requires
more work than originally contemplated,the advisor may suffer a loss.Thus,the advisor may recommend less time-
consuming alternatives,or fail to do a thorough analysis of alternatives. There may be additional conflicts of interest
if the municipal advisor's fee is contingent upon the successful completion of a financing,as described below.
Hourly fee. Under an hourly fee form of compensation,the municipal advisor is paid an amount equal to the number
of hours worked by the advisor times an agreed-upon hourly billing rate. This form of compensation presents a
potential conflict of interest if the client and the advisor do not agree on a reasonable maximum amount at the outset
of the engagement, because the advisor does not have a financial incentive to recommend alternatives that would
result in fewer hours worked. In some cases,an hourly fee may be applied against a retainer(e.g., a retainer
payable monthly),in which case it is payable whether or not a financing closes. Alternatively, it may be contingent
upon the successful completion of a financing, in which case there may be additional conflicts of interest,as
described below.
Fee contingent upon the completion of a financing or other transaction. Under a contingent fee form of
compensation, payment of an advisor's fee is dependent upon the successful completion of a financing or other
transaction.Although this form of compensation may be customary for the client, it presents a conflict because the
advisor may have an incentive to recommend unnecessary financings or financings that are disadvantageous to the
client. For example,when facts or circumstances arise that could cause the financing or other transaction to be
delayed or fail to close,an advisor may have an incentive to discourage a full consideration of such facts and
circumstances,or to discourage consideration of alternatives that may result in the cancellation of the financing or
other transaction.
Fee paid under a retainer agreement. Under a retainer agreement,fees are paid to a municipal advisor
periodically(e.g., monthly)and are not contingent upon the completion of a financing or other transaction. Fees paid
under a retainer agreement may be calculated on a fixed fee basis(e.g.,a fixed fee per month regardless of the
number of hours worked)or an hourly basis(e.g.,a minimum monthly payment,with additional amounts payable if a
certain number of hours worked is exceeded). A retainer agreement does not present the conflicts associated with a
contingent fee arrangement(described above).
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Fee based upon principal or notional amount and term of transaction. Under this form of compensation,the
municipal advisor's fee is based upon a percentage of the principal amount of an issue of securities(e.g., bonds)or,
in the case of a derivative, the present value of or notional amount and term of the derivative. This form of
compensation presents a conflict of interest because the advisor may have an incentive to advise the client to
increase the size of the securities issue or modify the derivative for the purpose of increasing the advisor's
compensation.
OTHER MATERIAL CONFLICTS OF INTEREST
In connection with our fiduciary duty,we are hereby providing to you a written disclosure regarding actual or potential
material conflicts of interest. The following represent the material conflicts of interest known to us as of the date of
this Agreement:
Affiliated Entities and Subsidiaries. Advisor's wholly owned subsidiary,Springsted Investment Advisors
Incorporated ("SIA") may provide services to Client in connection with the investment of proceeds from an issuance
of securities. In such instances,such services will be provided under a separate engagement,for an additional fee.
Notwithstanding the foregoing,Advisor may recommend the use of SIA,but Client shall be under no obligation to
retain SIA or to otherwise utilize SIA relative to Client's investments.
No additional conflicts of interest have been identified by Advisor.
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Arbitrage Monitoring Services
Authorization to Engage Services
Pursuant to the Agreement for Arbitrage Monitoring Services("Agreement")by and between City of Shakopee,
Minnesota("Client")and Springsted Incorporated("Advisor")effective October 7,2015, Client wishes to retain the
services of the Advisor to provide arbitrage calculations required by Section 148 of the Internal Revenue Service
Code and related U.S.Treasury regulations with respect to the following Debt Obligation(s):
Bond Issue Closing Frequency
Date
$2,275,000 General Obligation Building Refunding Bonds,Series 2004B 5/4/2004 5th Year
$3,440,000 General Obligation Improvement Bonds,Series 2006A 7/6/2006 5th Year
$1,370,000 General Obligation Improvement Bonds,Series 2007A 2/14/2007 5th Year
$1,445,000 General Obligation Improvement Bonds, Series 2007B 9/19/2007 5th Year
$2,170,000 General Obligation Improvement Bonds, Series 2008A 9/4/2008 5th Year
$1,555,000 General Obligation Improvement Bonds, Series 2010A 8/19/2010 5th Year
$4,865,000 General Obligation Improvement Refunding Bonds, Series 2012A 6/14/2012 5th Year
Acceptance:
FOR CLIENT SPRINGSTED INCORPORATED
Bill Reynolds Paul Steinman
Print Name Print Name
City Administrator Vice President, Client Representative
Title Title
Continuing Disclosure Services
Authorization to Engage Services
Pursuant to the Agreement for Continuing Disclosure Services("Agreement")by and between the City of Shakopee,
Minnesota("Client")and Springsted Incorporated("Advisor")effective October 7, 2015,Client wishes to retain the
services of the Advisor to provide continuing disclosure services required by Securities and Exchange Commission
Rule 15c2-12(b)(5)for submissions to the Municipal Securities Rulemaking Board with respect to the following Debt
Obligation(s):
General Obligation
• $2,275,000 General Obligation Building Refunding Bonds, Series 2004B
• $3,440,000 General Obligation Improvement Bonds, Series 2006A
• $1,370,000 General Obligation Improvement Bonds, Series 2007A
• $1,445,000 General Obligation Improvement Bonds, Series 2007B
• $2,170,000 General Obligation Improvement Bonds, Series 2008A
• $1,555,000 General Obligation Improvement Bonds, Series 2010A
• $4,865,000 General Obligation Improvement Refunding Bonds,Series 2012A
Scott County Community Development Agency, Minnesota—City of Shakopee General Obligation
• $905,000 Taxable Tax Increment Development Revenue Refunding Bonds
(City of Shakopee, Minnesota—General Obligation),Series 2006D(River City Centre Project)
• $2,330,000 Governmental Development Refunding Bonds
(City of Shakopee, Minnesota—General Obligation),Series 2013A(River City Centre Project)
• $1,220,000 Governmental Tax Increment Development Refunding Bonds
(City of Shakopee, Minnesota—General Obligation),Series 2013E(River City Centre Project)
Acceptance:
FOR CLIENT SPRINGSTED INCORPORATED
Bill Reynolds Paul Steinman
Print Name Print Name
City Administrator Vice President, Client Representative
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