HomeMy WebLinkAboutResolution #5025 (First Midstate) RESOLUTION NO 5025
A RESOLUTION APPROVING AN AGREEMENT BY AND BETWEEN THE CITY OF
CANTON,FULTON COUNTY, ILLINOIS AND FIRST MIDSTATE INCORPORATED OF
BLOOMINGTON, ILLINOIS TO ACT AS PLACEMENT AGENT WITH RESPECT TO THE
ISSUANCE OF $3,260,000 MORE OR LESS-GENERAL OBLIGATION REFUNDING BONDS
(ALTERNATE REVENUE SOURCE) SERIES 2015 (THE BONDS) AND DIRECTING THE
MAYOR TO EXECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF THE CITY OF
CANTON, ILLINOIS
WHEREAS,the Finance Committee of the City of Canton has determined that it is in the best interests of
the City of Canton to enter into an agreement with First Midstate, Inc. of Bloomington, IL as set forth in
Exhibit"A" attached hereto as recommendations for the City of Canton; and
WHEREAS,the City Council of the City of Canton has made a similar determination.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY
OF CANTON,ILLINOIS,AS FOLLOWS:
1. That the agreement with First Midstate Incorporated of Bloomington, IL attached hereto as Exhibit "A" is
hereby approved by the Canton City Council.
2. That the Mayor for the City of Canton, Illinois is hereby authorized and directed to execute said Agreement
on behalf of the City of Canton.
3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of
the City of Canton, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 1S`day of September, 2015
upon a roll call vote as follows:
AYES: Aldermen West, Putrich,Jim Nelson Mayhew, Ellis,Lovell, Hale
NAYS: None
ABSENT: Alderman Justin Nelson APPROVED:
Je rey , ayor
ATT T:
Din n1 a o , Clerk"
dw resolutions
9/1/15
. 306 N. MAIN ST., SUITE 3
FIRST P.O. BOX 3367
is IL MIDSTATE mc. TEL: 309-829-3311 FAX; 309-827-2171
I N V E S T M E N T B A N K E R S
AGREEMENT by and between the City of Canton, Fulton County, Illinois and First
Midstate Incorporated of Bloomington, Illinois: The said First Midstate Incorporated to
act as PLACEMENT AGENT with respect to the issuance of$3,260,000 more or less
General Obligation Refunding Bonds (Alternate Revenue Source), Series 2015 (the
"Bonds").
I. Undertakings on the part of the Placement Agent. The Placement Agent agrees to
perform the following services:
(A) Prepare the Private Placement Memorandum.
(B) Make recommendations as to the best possible date of sale in line with
market conditions.
(C) Identify potential purchasers and assist the Issuer in responding to their
inquiries.
(D) Use commercially reasonable efforts to arrange for the purchase of the
Bonds by one or more purchasers
(E) Cooperate whenever possible with your attorney and recognized Bond
Counsel.
(F) Approve Chapman and Cutler LLP to serve as bond counsel and
disclosure counsel to the Placement Agent. Chapman and Cutler LLP is
acting as bond counsel and disclosure counsel to the Placement Agent and
has an attorney-client relationship with the Placement Agent and not the
Issuer. The Issuer will refer to its general or special counsel as necessary.
II. Undertakings on the part of the Issuer. The Issuer agrees to:
(A) Cooperate with bond counsel and disclosure counsel to supervise or
prepare all necessary legal proceedings and disclosure requirements
incidental to the issuance and sale of the Bonds; we will assist wherever
possible.
306 N. MAIN ST., SUITE 3
FIRST P.O. BOX 3367
is MIDSTATE INC. TEL: 309.829-33111 IL FAX: 309-827-2171
1 N V E S T M E N T B A N K E R S
III. First Midstate Incorporated Not a Municipal Advisor
(A) First Midstate Incorporated is acting as a Placement Agent with respect to
the Bonds and not as a municipal advisor as described by the Municipal
Securities Rulemaking Board and the Securities and Exchange
Commission.
IV. Federal Securities Law Disclosures
(A) Disclosures Regarding the Underwriter's Role
(i) MSRB Rule G-17 requires a placement agent to deal fairly at all
times with both municipal issuers and investors.;
(ii) A placement agent's primary role is to place the Bonds with a
purchaser in an arm's-length commercial transaction with the Issuer. A
placement agent has financial and other interests that differ from those of
the Issuer.;
(iii) Unlike a municipal advisor, a placement agent does not have a
fiduciary duty to the Issuer under the federal securities laws and is,
therefore, not required by federal law to act in the best interests of the
Issuer without regard to its own financial or other interests;
(iv) A placement agent has a duty to place the Bonds at a fair and
reasonable price, but must balance that duty with its duty to the purchaser
to secure a price for the Bonds that is fair and reasonable; and
(v) A placement agent will review any offering document for the
Bonds in accordance with, and as part of, its responsibilities to investors
under the federal securities laws, as applied to the facts and
circumstances of the transaction. Under federal securities law, an issuer
of securities has the primary responsibility for disclosure to investors.
The review of any offering document by a placement agent is solely for
purposes of satisfying the placement agent's obligations under the federal
securities laws and such review should not be construed by an issuer as a
guarantee of the accuracy or completeness of the information in the
offering document.
_ 306 N. MAIN ST., SUITE 3
FIRST P.D. BOX 3367
is MIDSTATE INC■ TEL: 3090 29-33111 IL FAX: 3093827- 2171
1 N V E S T M E N T B A N K E R S
(B) Disclosure Regarding the Placement Agent's Compensation
(i) The Placement Agent will be compensated by a fee the payment or
receipt of which will be contingent on the closing of the transaction and
the amount of the fee is based, in whole or in part, on a percentage of the
principal amount of the Bonds. While this form of compensation is
customary in the municipal securities market, it presents a conflict of
interest since the Placement Agent may have an incentive to recommend
to the Issuer a transaction that is unnecessary or to recommend that the
size of the transaction be larger than is necessary.
Respectfully submitted,
FIRST MIDSTATE INCORPORATED
BY
President
The foregoing Agreement is hereby accepted for and on behalf of the City of Canton,
Fulton County, Illinois,pursuant to proper action by the City Council on this/S� day
of� , 2015.
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BY er is ayo