HomeMy WebLinkAbout#5221 Ice Miller LLP Vle 0 f Ul A-
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Ice' "I I Ie" 00 W.Madison Street 1 Suite 3500 1 Chicago, IL 60606-3417
LEGAL COUNSEL 2 W h 9 '
ER:(312)726-7127
January 15, 2020 WRITER'SD DIRECUTFAX :(312)726-2696
EMAM:James.Snyder@icemiller.com
CONFIDENTIAL ATTORNEY/CLIENT PRIVILEGED COMMUNICATION
Kent A.McDowell,Mayor
City of Canton
2 North Main Street
Canton, Illinois 61520
RE: Letter of Engagement of Ice Miller LLP
Dear Mayor McDowell:
We are pleased you have asked us to serve as bond and disclosure counsel to handle the
engagement described in this letter, and appreciate the opportunity to serve you. Please take a
moment to review this letter (and the enclosed standard Ice Miller Terms and Conditions) to
confirm our mutual understanding regarding your retention of Ice Miller, the scope of the
engagement and the basis on which we will provide legal services to you.. Please let us know if
there is anything you do not understand or would like to discuss changing.
Client and Nature and Scone of the Relationship
We understand that we will be serving as bond and disclosure counsel to the City of
Canton, Fulton County, Illinois (the "Issuer") in connection with its General Obligation
Refunding Bonds (Alternate Revenue Source), Series 2020 (the "Bonds"). As bond counsel, our
job is principally to render certain approving opinions regarding the validity of the financing
under applicable state and federal laws and to render certain opinions concerning the tax status of
the Bonds. In order to perform those functions we will be required to perform the following
functions:
1. Preparation or review of all documentation (e.g., ordinances, resolutions, agreements,
leases, indentures, bonds, notices and other forms) requisite to the authorization,
issuance, and sale of the Bonds (including the documents previously prepared);
2. Attendance at meetings of the Issuer,when necessary, at which proceedings affecting the
transaction will be considered or voted upon;
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Kent A. McDowell,Mayor
January 15,2020
Page 2
3. Consultations with the various parties (normally the financial advisor, other consultants,
if any, you and the Issuer's attorney), including bond insurers,rating agencies, or letter of
credit issuers, involved in the transaction regarding the details and problems of the
transaction and the legal proceedings required for the transaction;
4. Responding to inquiries from prospective purchasers of the Bonds;
5. Attendance at and supervision of the closing of the financing;
6. Examination of the executed transcript documents;
7. Furnishing to the Issuer and to the purchasers of the Bonds an approving opinion as to the
legality of the issue and the exclusion from gross income of interest on the Bonds for
federal income tax purposes; and
8. Assembling, duplicating, and binding the transcript documents for delivery to the parties
to the transaction.
We will draft documents (or review documents drafted by other parties) and generally
supervise the proceedings as they move toward closing. While our primary responsibility is to
the Issuer, we also have a responsibility to those persons or entities who will ultimately hold the
Bonds to render an independent, objective opinion on the Bonds. Our main functions are to
opine objectively that the Bonds have been lawfully issued, that their tax status is that for which
the purchasers have bargained and agreed, and that certain legal steps have been undertaken
regarding timely payment of the Bonds and the interest on the Bonds. Unless the Issuer decides
to make special arrangements, our engagement does not include post issuance advice or any
obligation to monitor or give advice on the Issuer's continuing compliance with any tax
requirements, as set forth in the Bonds and the closing documents, which must be followed after
issuance of the Bonds in order to preserve the exclusion from gross income of interest on the
Bonds for federal income tax purposes or to give advice on continuing compliance with
securities law requirements.
As disclosure counsel, our job is principally to prepare the document pursuant to which
the Bonds will be offered into the market for sale. In order to perform those functions we will be
required to perform the following functions:
1. Prepare and/or review Preliminary Official Statement(s) and Official Statement(s);
2. Review any stated representation by Bernardi Securities, Inc. (the "Underwriter") as to
review of Official Statement;
3. Assist in coordinating the delivery of the Official Statement to the Underwriter on a
timely basis as soon as possible;
4. Participate in customary due diligence for the offering;
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Kent A. McDowell,Mayor
January 15,2020
Page 3
5. Review legal issues relating to the structure of the Bonds, the authorization for the
offering, and the structure of the offering;
6. Prepare Bond Purchase Agreement drafts, if applicable;
7. Review opinions and closing documents from other parties;
8. Render 10b-5 statement covering Official Statement as of its date and as of the Closing
Date (the"Statement"); and
9. Prepare or review a Continuing Disclosure Agreement.
We understand that the proceeds of the Bonds will be used to (i) refund the City's
outstanding"Debt Certificates and(ii)pay the costs of issuance associated with the Bonds. In this
transaction, our job as disclosure counsel is principally to counsel the Issuer, as an issuer of
municipal or other governmental securities,to comply with applicable federal and state securities
laws. As such, we will work with officials of the Issuer, the Underwriter or financial advisor to
review certain information compiled to be provided by the Issuer in an Official Statement. We
will also conduct due diligence to investigate the accuracy of the materials compiled or provided
for the Official Statement. The Statement we render will be based on facts and law existing as of
its date. In rendering our Statement, we will rely upon the certified proceedings and other
certifications of public officials and other persons furnished to us without undertaking to verify
the same by independent investigation, and we will assume continuing compliance by the Issuer
and the Underwriter with applicable laws relating to the Bonds. We have agreed that our
engagement as disclosure counsel is limited to performance of services related to this matter.
Except to the extent otherwise specifically agreed and confirmed by us in writing, this
engagement does not extend to advice or representation concerning other matters. We may agree
with you to further limit or to expand the scope of our representation from time to time,provided
that any such change is confirmed by us in writing. No other party is being represented by us.
Please understand that while we cannot, and do not, guarantee the outcome or success of this or
any other engagement or professional undertaking,we will earnestly strive to represent and serve
your interests in this engagement effectively, efficiently, and responsibly while endeavoring to
accomplish your objectives in this engagement.
Our engagement is for legal services, and it is understood that you are not relying on us
for business, investment or accounting advice or decisions, nor to investigate the character or
credit of any person with whom you may be dealing in connection with this matter. We have not
been engaged to review the financial condition of the Issuer, the feasibility of the refunding, or
the adequacy of the security provided to Bond owners, and we will express no opinion related
thereto. We are not financial advisors or municipal advisors as contemplated by the Dodd-Frank
Act.
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Kent A.McDowell,Mayor
January 15,2020
Page 4
I will be the primary contact as to this relationship with Ice Miller LLP. Any questions or
concerns that may arise in this regard may always be directed to me, Mark Huddle, or Shelly
Scinto who will also provide services on the engagement.
Conflicts of Interest/Disclosure of Potential Conflicts of Interest
This engagement letter will also serve to give express written notice to the Issuer that (a)
from time to time we represent in a variety of capacities and consult with most underwriters,
including investment bankers, financial advisors and other persons active in the Illinois public
finance market on a wide range of issues, and (b) prior to your execution of this engagement
letter we may have consulted with a number of such firms regarding the Bonds, including,
specifically, the Underwriter. Your acceptance of our services and execution of the enclosed
copy of this letter to evidence our agreement constitutes your consent to these other engagements
with the Underwriter. Neither our representation of the Issuer nor such additional relationships
or prior consultations will affect,however, our responsibility to render an objective statement.
Compensation; Other Important Terms and Conditions
We estimate that our fees for this financing will be $15,000 for bond counsel services and
$7,500 for disclosure counsel services, based upon what we know about the financing,time to be
expended by us and our experience in working on similar transactions. None of our fees will be
based upon, or related in any way to, the costs of a capital project. If, at any time, we believe
that circumstances require an adjustment of our original fee estimate,we will consult with you.
Unless otherwise specifically agreed, our fees are based primarily on our hourly billing
rates for attorneys, paralegals and other professionals as applied to the amount of time that we
expend in providing services. When appropriate in our judgment,we will involve other attorneys
and paralegals or other legal assistants on work that can be performed effectively at their rates.
The hourly rates of our professionals are periodically reviewed and adjusted upward to reflect the
current cost of delivering comparable legal services and other market conditions. Accordingly,
in preparation of our statements for professional services,we will use those hourly rates in effect
at the time the services are rendered.
In addition to fees that we charge for our legal services, we also charge for ancillary
services and expenses. Such charges and expenses may include long distance telephone charges,
photocopying, facsimile transmission, computer research, mileage, travel expenses and other
similar charges specifically applicable to the engagement. Our charges and expenses for such
ancillary services are pursuant to a schedule of charges, as the same is revised from time to time.
A copy of current charges and expenses is available to you upon request.
Ice Miller's standard Terms and Conditions of Engagements for Legal Services is
enclosed. These Terms and Conditions, which cover various other aspects of this engagement,
including a waiver of future conflicts of interest and provisions regarding termination and
withdrawal, are important and are to be read as part of this letter, as they apply to this
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Kent A.McDowell,Mayor
January 15,2020
Page 5
engagement to the same extent as if they were typed as part of this letter. Unless a different
engagement letter is executed in the future, the basic terms of this engagement letter will also be
applicable to, and govern our professional relationship on any subsequent matters, on or in which
we may become involved or engaged on your behalf.
Acceptance
We hope that this letter and the enclosed Terms and Conditions are helpful and accurately
state the scope of the representation agreed upon. We intend to provide legal services based on
this letter, and will assume that this letter accurately reflects our mutual agreement(regardless of
whether you sign and return this letter to us), unless you notify us in writing to the contrary. If
you have any questions or wish to discuss any portion of this letter,please call me.
Otherwise, please confirm for our records your acceptance of these terms and conditions
by signing the copy of this letter in the space provided,and return the same to me.
Sincerely yours,
IG MILLER LLP
awes Snyde
Acknowledged and Agreed:
CITY OF CANTON, FULTON CO UNTY, ILLINOIS
Date:
Autho ' Official
Enclosures: Terms and Conditions of Engagements for Legal Services
Copy of Engagement Letter
cc: Accounting Department
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ICE MILLER LLP
Terms and Conditions of Engagements for Leal Services
Ice Miller LLP has prepared this statement of the terms and conditions that are generally applicable to its legal services
representations of its clients, in the absence of an express agreement specifically to the contrary. These terms and conditions,
together with the letter or other document that references them,are the Terms and Conditions applicable to our engagement by
you. When used in this document,"we"or"us"or"our"and similar terms refer to Ice Miller LLP,a limited liability partnership,
and"you"or"your"and similar terms refer to the person or persons specifically identified in this statement as the client or clients
of Ice Miller LLP.
Our Responsibilities lawyer-client relationship with any such other individual,
person or affiliate. Accordingly our representation of you
We are responsible to provide legal services to you in will not give rise to a conflict of interest in the event other
accordance with these Terms and Conditions and with our clients of ours are or become adverse to any such other
express understandings with you concerning the nature and individual, person or affiliate. For clients that are trade
scope of our representation. associations or other group=type organizations, our clients
would not include their members or other constituents.
Your Responsibilities
How We Will Work For You
You are responsible for paying our statements for services
and expenses. You also are responsible for being candid We provide services to you through our attorneys and other
and cooperative with us and for keeping us informed with professionals. We will designate a mutually agreeable
complete and accurate information, documents and other partner whom you may contact should you have any
communications relevant to the subject matter of our questions or concerns at any time about our representation
representation or otherwise requested by us. Because it is of you or your interests. You will keep us advised of the
important that we be able to contact our clients at all times name(s) and contact information of the person(s) who are
in order to consult with them regarding our representation, authorized to instruct us as to the performance of our legal
we expect that you will inform us, in writing, of any services for you.
changes in the name, address, telephone number, contact
person, e-mail address, state of incorporation or other Our engagement is for legal services. While from time to
relevant changes regarding you and your business or time we may share with you as part of our legal advice
affairs. If you affiliate with, acquire or your company is information and insights based on our experience with
acquired by or merged with another company, you will respect to certain market, industry or business practices,
provide us with sufficient notice to permit us to withdraw structures, or the like, it is understood that you will be
as your attorneys if we determine that such an affiliation, solely responsible for determining the extent to which other
acquisition or merger creates a conflict of interest between professional services and advice are obtained and for
any of our clients and the other party to such affiliation, making all decisions concerning business, investment and
acquisition or merger,or if we determine that it is not in the accounting matters. In addition, it is understood that we
best interests of the Firm with respect to the resulting will not have any responsibility to investigate the character
association with the new entity. Your failure to or credit of any person with whom you may be dealing in
communicate and cooperate with us in these respects could connection with any matter directly or indirectly related to
have an adverse effect on our ability to effectively and our engagement.
efficiently represent your interests in this matter and may
require that we suspend the rendition of further services in How We May Communicate With You
respect of or entirely withdraw from this engagement.
Unless you instruct otherwise in writing, we may
Client(s)Represented communicate with you using unencrypted e-mail,facsimile
transmission and cellular telephone with the understanding
The client or clients for this engagement are as specifically that these methods carry an inherent risk of interception.
identified in the engagement letter. Our client(s) do not
include natural persons or entities that are not identified as About Our Fees
a client in the engagement letter. For clients that are
companies, unless otherwise specified or agreed,this does We will charge you fees based upon the time expended and
not include individuals or persons who are shareholders, other factors applicable to legal fees that are specified by
partners, members or owners of the company, or its applicable professional rules and standards. Unless
officers, directors, managers or other representatives, or otherwise specifically agreed, our fees are based on our
family members, nor does it include affiliates of the hourly rates as applied to the amount of time that we
company. Our representation of you for the matter expend in providing services. Our base hourly rates for
described in the engagement letter does not give rise to a
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work performed by our attorneys, absent special agreement to the contrary,we will hold any such retainers
engagements or circumstances, are established effective in our firm's agency account until disbursed in accordance
January 1 of each calendar year. Hourly rates may change with these terms and conditions or other mutual written
periodically without prior notice to clients, typically after agreement. We may apply funds held as retainers to any
the end of each calendar year, but a current schedule for past due account balance of your account. We will return
anyone working on your engagement is available at any any unapplied excess of your retainers to you within a
time upon request. reasonable period of time following the conclusion of the
related engagement. Unless we determine in our discretion
Payment of our fees and other charges is in no way to apply all or a portion of the retainers sooner, we will
contingent on the outcome of any matter,unless and to the apply the retainers to the final invoice for the related
extent that there is a mutual written agreement to the engagement. If we determine for any client or matter to
contrary. initially waive the required retainer deposit,we nonetheless
reserve the right at a later date to require a retainer deposit
Other Charges and Expenses if conditions concerning either the extent or nature of the
matter in our discretion so warrant, or should our
Our charges for ancillary services and expenses, such as statements not be timely paid.as expected.
photocopying,computer research,electronic data discovery
services,mileage,travel expenses and other similar charges Your Consent to Future Conflicts of Interest
are pursuant to a schedule of charges and expenses, as the
same is revised from time to time, a copy of which is You are aware that the Firm has grown geographically and
available to you upon request. represents many other entities and individuals. Thus,
during the time that we are representing you, some of our
Estimates present or future clients may have disputes or transactions
with you or other interests that may be adverse to yours.
The total amount of fees and costs relating to this matter As part of this engagement, you agree that we may
are difficult to predict. Accordingly, we have made no undertake in the future to represent existing or new clients
commitment to you concerning the maximum fees and in any matter that is not substantially related to any matter
costs that will be necessary to resolve or complete this as to which we have represented or advised you,even if the
matter. If requested to provide an estimate of our fees for a interests of such clients in those other matters are directly
given matter,we will endeavor in good faith to provide our or indirectly adverse to yours, and you agree not to
best estimate, but unless there is a mutual written disqualify our Firm for those conflicting representations.
agreement to a fixed fee, the actual fees incurred on any Of course, we agree that we will keep confidential any
project will likely differ from the estimate. information of a nonpublic nature provided to us as a result
of our representation of you. You acknowledge that we
may obtain confidential information as a result of our
Billing Procedures representation of other clients that might be of interest to
you but for the same reasons cannot be shared with you.
Unless we agree to an alternative billing arrangement,you
will receive a statement on a monthly basis for services Document Retention
rendered, and for costs and other charges posted to your
account, in the prior month. Payment is due upon receipt Unless you indicate otherwise to us in writing, we will
of our billing statement or within 30 days thereafter. If assume that all papers and property that you provide to us
your account becomes more than 30 days past due, our are duplicates and that you retain all originals, so that we
Billing and Collection Committee will decide whether do not need to return them to you. When the representation
additional legal work will be performed while the account concludes, we will (if you request) return any papers and
remains past due,taking into account obligations we owe to property that you have provided to us (or that we have
you under applicable professional conduct rules. While we obtained for you and that belong to you)if we have them in
typically do not charge interest on past due amounts, we our possession. Our drafts and work product that we create
reserve the right to charge interest on any amount invoiced in relation to our work for you,however,belong to us. We
that remains unpaid after 30 days at the rate of 1% per reserve the right,subject to any applicable laws or rules of
month until paid in full, plus all costs of collection professional responsibility to the contrary,to apply records
(including reasonable attorneys' fees). Any questions or retention policies and procedures to these items and also to
disagreements should be brought to our attention in writing destroy within a reasonable time any items described in this
within 60 days of the billing date. paragraph that are retained by us.
Retainers Personal Data from the European Economic Area
As a matter of standard practice for new clients and/or new ff you will be providing the Firm with the personal data of
matters, we typically request a retainer deposit before we individuals in the European Economic Area during the
begin work, and we may request retainers or additional course of the engagement, then it is your responsibility to
retainers from time to time with respect to existing clients obtain all appropriate consents, make any necessary
and existing matters. Unless there is a mutual written.
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disclosures,and take all other required steps to comply with withdrawal is required by a court,we will promptly apply
any applicable data privacy and protection laws and for such permission, and you agree to engage successor
regulations in connection with your use of the Firm's counsel to represent you. Otherwise, this representation
services. As used herein, "personal data" means any will terminate(a)once the specific services covered within
information relating to an identified or identifiable natural the scope of the representation have been completed and
person,to the extent that such personal data are associated we have sent you our final statement for services rendered
with individuals in the European Economic Area or are in this matter, or (b)if the engagement is open-ended
otherwise within the scope of the General Data Protection without any specific services being described, when more
Regulation(EU)2016/679. than six months have elapsed from the last time you
requested and we furnished legal services to you. We are
Response to Audit Inquiries not obligated to provide advice or other legal services
concerning this representation to you after our
If you ask that we do so, we will respond to your auditors representation of you is completed, or has terminated.
concerning certain "loss contingencies" as defined by After completion of a matter in which we have represented
accounting standards by preparing a letter to your auditors. you, changes may occur in the applicable laws or
To assist us in responding timely to your auditors, please regulations that could have an impact upon your future
direct all audit inquiries to: rights and liabilities. Even though we may send you
newsletters or the like after the date of termination of our
Audit Letter Coordinator engagement,we will have no responsibility to provide you
Ice Miller LLP with updates or advice concerning any changes in the law
One American Square,Suite 2900 or regulations or future legal developments on any matter,
Indianapolis,Indiana 46282-0200. including those matters that may have been the subject of a
prior representation, unless you and we have expressly
If there are any questions presented by your audit Feed that we will provide this service.
inquiry letter, our Audit Letter Coordinator will contact Certain Limitations
you. Absent special circumstances, our current fee
structure for the preparation of these letters is a minimum
of$300 and a maximum of$700, depending on the extent Any opinions or views, formal or informal, that we may
and number of any matters reported. However,the fee may express to you or to third parties about the outcome of a
exceed$700 if there are many matters to be reported upon, legal matter are only our best professional estimates. Those
or if the letter requires extensive substantive attention to opinions or views are necessarily limited by our knowledge
disclosure or other related issues. This charge will appear of facts at the time that we express them and the law and
on your statement as a line item for "Services rendered in regulations that are then in effect. You understand and
connection with preparation of response to audit inquiry." agree that we cannot—and will not—promise to you, or
guarantee to you, that any particular outcome will result
Termination or Withdrawal from your legal matters.
Both you and we have the right to terminate any Identification of Relationship
engagement at any time after providing reasonable advance
written notice,and our withdrawal or termination is further We are pleased that you have chosen Ice Miller LLP as
subject to applicable rules of professional responsibility. In your legal advisor.and would like to have your permission
the event that we terminate the engagement, we will, to share this with others. By signing the acknowledgement,
subject to the terms hereof, take such steps as are you hereby grant us the authority to use your name and
reasonably practicable to protect your interests in the above logo in connection with'Ice Miller LLP's marketing
matter and, if you so request, we will suggest to you activities, including, without limitation, identification of
possible successor counsel and provide that counsel with you as a client of Ice Miller LLP on its website and other
whatever papers you have provided to us. If permission for printed marketing materials and publications issued by Ice
Miller LLP. You may revoke the consent granted in this
paragraph at any time by contacting our marketing
department at enewsa_icemiller.com.
Revised: July 2018
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