HomeMy WebLinkAboutOrdinance #4400 CERTIFICATE
THE UNDERSIGNED CERTIFIES THAT SHE IS THE CITY CLERK FOR THE CITY
OF CANTON, ILLINOIS, AND THAT THE CITY COUNCIL AT A REGULARLY
CONSTITUTED MEETING OF SAID CITY COUNCIL OF THE CITY OF CANTON ON THE
16TH DAY OF APRIL, 2024, ADOPTED ORDINANCE NO. 44009 A TRUE AND CORRECT
COPY OF WHICH IS CONTAINED IN THIS PAMPHLET.
GIVEN UNDER MY HAND AND SEAL THIS 16TH DAY OF APRIL,2024.
(SEAL)
I SMITH-WALTERS
ITY CLERK
CITY OF CANTON, ILLINOIS
ORDINANCE NO. 4 4 0 0
AN ORDINANCE APPROVING A LETTER OF ENGAGEMENT
FOR ENGAGING AN INDEPENDENT REGISTERED MUNICIPAL ADVISOR
by and between-the
CITY OF CANTON
and
THE ECONOMIC DEVELOPMENT GROUP,LTD.
PASSED BY THE CITY COUNCIL
OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS,
ON THE 16"DAY OF APRIL,2024.
PUBLISHED IN PAMPHLET FORM BY AUTHORITY OF THE CITY
COUNCIL OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS,
THIS 16TH DAY OF APRIL,2024.
EFFECTIVE: APRIL 16,2024
ORDINANCE NO. 4400
AN ORDINANCE APPROVING A LETTER OF ENGAGEMENT
FOR ENGAGING AN INDEPENDENT REGISTERED MUNICIPAL ADVISOR
by and between the
CITY OF CANTON
and
THE ECONOMIC DEVELOPMENT GROUP,LTD.
BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
CANTON, FULTON COUNTY, ILLINOIS THAT:
1. The U.S. Securities and Exchange Commission's (SEC) final municipal advisor (MA)
registration and recordkeeping rules became effective on July 1,2014. Firms that are engaged
in, or plan to be engaged in, municipal advisory activities must be registered with both the
SEC and the Municipal Securities Rulemaking Board(MSRB). Therefore,a firm must register
as an MA if it provides "advice" to a municipality.
"Advice" is defined under the MA rules promulgated by the SEC to include, without
limitation, a recommendation that is particularized to the specific needs, objectives, or
circumstances of a municipal entity or obligated person with respect to municipal financing
products or the issuance of municipal securities,including with respect to the structure,timing,
terms,and other similar matters concerning such financial products or issues,based on all the
facts and circumstances;and
2. The City of Canton desires to engage an Independent Registered Municipal Advisor;and
3. The Economic Development Group, Ltd. (EDG) located at 1701 Clearwater Avenue,
Bloomington, Illinois is registered as a Municipal Advisor with both the SEC and the MSRB;
and
4. The Mayor and City Council of the City of Canton have evaluated and recommended that the
City engage The Economic Development Group, Ltd. as an Independent Registered
Municipal Advisor for the purpose of providing the City with facts, figures and advice on the
possible structure, timing, terms, and other matters concerning the potential issuance of
municipal securities,such as bonds,bank loans or other types of debt obligations that the City
may wish to consider; and
5. Upon designating EDG as its Independent Registered Municipal Advisor, the City may
publicly post a written disclosure letter indicating that the City intends that market participants
receive and use such letter for purposes of the Independent Registered Municipal Advisor
Exemption as provided in the SEC's final rules adopted for municipal advisor registration;
and
6. The Mayor is hereby authorized and directed to enter into and execute on behalf,of the City
said Letter of Engagement attached hereto as Exhibit `A,"and the City Clerk of the City of
Canton is hereby authorized and directed to attest such execution; and
2
7. The Engagement Letter attached hereto as Exhibit`A"shall be effective on the date set forth
and executed by the Mayor in said Engagement Letter;and
8. If the City determines that it is necessary to proceed with the issuance of a specific SEC
regulated municipal security and wishes to rely on the advice of EDG for said issuance, then
EDG shall provide such advice pursuant to a separate Letter of Engagement with a fee that is
commensurate with said issuance and approved by the City of Canton at that time;and
9. This Ordinance shall be in full force and effect from and after its passage and approval as
required by law.
PASSED, APPROVED AND ADOPTED by the Corporate Authorities of the City of Canton,
Illinois,on the 16`h day of April,A.D.,2024,and deposited and filed in the Office of the City Clerk of
said City on that date.
MAYOR&ALDERMEN AYE VOTE NAY VOTE ABSTAIN/ABSENT
Angie Lingenfelter
Andra Chamberlin X
Patrick Ketcham
Ralph Grimm X
Greg Gossett X
Justin Nelson X
John Lovell
Angela Hale
Kent A.McDowell,Mayor
TOTAL VOTES 7
/4��APPROVED: , ��r�� Date / / /2024
ent TvfcDowell,M o ,City of Canton
ATTEST: Date: _/ /2024
Brea Walters-Smith, City Clerk, City of Canton
Exhibit (A) attached: Engagement Letter of The Economic Development Group,Ltd.
3
EXHIBIT A
ENGAGEMENT LETTER OF
THE ECONOMIC DEVELOPMENT GROUP,LTD.
4
THE ECONOMIC DEVELOPMENT GROUP, LTD.
April 16,2024
City of Canton
Mayor and City Council
`/o Kent McDowell,Mayor
2 N. Main St.
Canton,IL 62644
Re: Independent Registered Municipal Advisor
The Economic Development Group,Ltd. Engagement Letter
Dear Mayor McDowell and City Council:
A Municipal Advisor(MA)is one who gives advice to a municipal entity regarding municipal financial
products or the issuance of municipal securities.
The U.S. Securities and Exchange Commission's (SEC) final municipal advisor registration and
recordkeeping rules became effective on July 1,2014. Firms that are engaged in,or plan to be engaged
in, municipal advisory activities must be registered with both the SEC and the Municipal Securities
Rulemaking Board (MSRB). Therefore, a firth must register as an MA if it provides "advice" to a
municipality. "Advice" is defined under the MA rules promulgated by the SEC to include, without
limitation,a recommendation that is particularized to the specific needs,objectives,or circumstances
of a municipal entity or obligated person with respect to municipal financing products or the issuance
of municipal securities,including with respect to the structure,timing,terms,and other similar matters
concerning such financial products or issues,based on all the facts and circumstances.
The Economic Development Group,Ltd. (EDG) is registered as a Municipal Advisor with both the
SEC and the MSRB. As such, we ask that the City hereby designate the Economic Development
Group, Ltd. as its Independent Registered Municipal Advisor for the purpose of providing the City with
facts, figures and advice on the possible structure, timing, terms, and other matters concerning the
potential issuance of municipal securities,such as bonds,bank loans or other types of debt obligations
that the City may wish to consider.Activities that the Economic Development Group,Ltd.,proposes
to undertake on behalf of the City as its Independent Registered MuniczpalAdvisorinclude the following:
• Act in a fiduciary capacity for the City;
• Assist in developing the plan of finance and related transaction timetable;
• Identify and analyze financing solutions and alternatives for funding capital improvement
plans;
• Advise on the method of sale,taking into account market conditions and near-term activity in
the municipal market;
• Assist in the preparation of any rating agency strategies and presentations;
• Coordinate internal/external accountants,feasibility consultants and escrow agents;
1701 Clearwater Avenue,Bloomington,IL 61704(309)664-7777 We (309)664 7878 facrimile www.tifillinois.com
City of Canton
April 16,2024 Page 2 of 4
• Assist with the selection of underwriters,underwriter compensation issues,syndicate structure
and bond allocations;
Verify cash flow calculations;
• Prepare preliminary cash flows analysis;
• Plan and coordinate bond closings.
The City hereby acknowledges EDG is an independent company that jointly with Jacob&Klein,Ltd.,
a separate independent company under common ownership,represents the City on matters related to
the City's Tax Increment Financing Districts.
The Economic Development Group,Ltd. hereby agrees to provide IRMA services,including facts,
calculations, projections, and information relating to the potential issuance of municipal securities,
such as bonds,bank loans or other types of debt obligations at no additional fee ($0.00 annual feel.
If at any time the City determines that it is necessary to proceed with the issuance of a specific
SEC regulated municipal security or other financial product and wishes to rely on the advice
of EDG for said issuance, then EDG shall provide such advice pursuant to a separate Letter
of Engagement with a fee that is commensurate with said issuance and approved by the City
of Canton at that time.
The Economic Development Group, Ltd. has determined that it does not have any conflicts of
interest that would interfere with its ability to fulfill its duty of care and its duty of loyalty to the City
pursuant to MSRB rules.
EDG's most recent update to its Form MA occurred on January 30,2024,and Form MA-I occurred
on October 15,2021,as required by the SEC for the purpose of amending contact information relating
to its Registered Municipal Advisor Representatives. To date,EDG has not been the subject of any
legal or disciplinary complaints or other information for which the SEC requires municipal advisors
to provide. The City may access EDG's Form MA and Form MA-I information on-line by visiting
the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) found at:
ho2s://www.sec.gov/edgar/searchedgar/co=anysearch.htn-il.
Upon designating EDG as its Independent Registered Municipal Advisor, the City may publicly post a
written disclosure letter (see Exhibit 1, "Sample IRMA Disclosure Letter") indicating that the City
intends that market participants receive and use such letter for purposes of the Independent Registered
Municipal Advisor Exemption as provided in the SEC's final rules adopted for municipal advisor
registration. This Engagement Letter and the related Representation Letter may be relied upon until
amended or otherwise replaced by a new Representation Letter posted to the City's website.
EDG,in acting as your Registered Municipal Advisor,will rely on data from outside sources. EDG
will act and provide advice to the best of its ability and knowledge,however,no warranty or guarantee
is provided and by entering into this Engagement,the City hereby releases EDG,its owners,officers,
and employees from any liability in connection with advice or information provided pursuant to this
Engagement. The City hereby acknowledges that EDG is not engaged by the City for the purpose of
providing continuing disclosure services,and EDG is not responsible for the City's prior compliance
with continuing disclosure obligations as specified in Rule 15c2-12 under the Securities Exchange Act
of 1934.
1701 Clearwater Avenue,Bloomington,IL 61704(309)664-7777 telepbate (309)664 7878 facrimile www.tifillinois.com
City of Canton
April 16,2024 Page 3 of 4
We request that the Canton City Council approve this Engagement Letter and authorize the Mayor to
execute the same in order that The Economic Development Group,Ltd.may proceed as an Independent
Registered Municipal Advisor for the City of Canton, Illinois.
We look forward to assisting the City and working on future financing transactions, if any, that the
City may wish to consider.
Respectfully Submitted,
Steven X. Kline,President, gistered Municipal Advisor Principal
The Economic Development Group,Ltd.
Accepted by and on behalf of the City of Canton, Fulton County, Illinois on this
16`' day of April,2024.
City of Canton
44 g
By: , )
kenl McDowell,Mayor, City of Canton
Attest:
dreg Walters-Smith, City Clerk, City of Canton
1701 Clearwater Avenue,Bloomington,IL 61704(309)664-7777 telephone (309)664-7878 facdm k www.tifillinois.com
City of Canton
Apri116,2024 Page 4 of 4
EXHIBIT 1
SAMPLE INDEPENDENT REGISTERED MUNICIPAL ADVISOR LETTER
1701 Clearwater Avenue,Bloomington,IL 61704(309)664-7777 telephone (309)664-7878 facsimile www.dfiUinois.com
•
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FOUNDED
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April 16,2024
Independent Registered Municipal Advisor(IRMA)Representation Letter
The City of Canton, Fulton County, Illinois (the "City") is hereby disclosing and notifying all potential
underwriters, placement agents and other market participants that it has retained an Independent Registered
Municipal Advisor("Municipal Advisor" or "IRMA") pursuant to Section 975 of Title IX of the Dodd-Frank
Wall Street reform and Consumer Protection Act("Dodd-Frank Act") amended Section 15B of the Securities
Exchange Act of 1934 ("Exchange Act").
By publicly posting the following written disclosure,the City intends that market participants receive
and use it for purposes of the Independent Registered Municipal Advisor Exemption (the "IRMA
Exemption") as provided in the Securities and Exchange Commission's final rules adopted for
municipal advisor registration(the"Final MA Rules").
Disclosure of Independent Registered Municipal Advisor Representation
The City is represented by and will rely on its Municipal Advisor,The Economic Development Group,Ltd.
("EDG"), and more specifically Steven E. Kline and Gwen R Crawford for General Municipal Advisory
Services and to provide advice on proposals from financial services firms concerning the issuance of municipal
securities and municipal financial products. The individuals listed herein are on our retained team as our
Municipal Advisor and have been employed by our Municipal Advisor for two years(or more)prior to the date
of this disclosure and,thus,is not"associated"(as defined in the Final MA Rules) at either an entity level or an
individual level with persons seeking to rely on the IRMA Exemption. Any changes to the City's team going
forward will be promptly posted to the City's website. The written notice required under the IRMA
Exemption of the Final MA Rules stating that an underwriter or placement agent is not a municipal
advisor and is, therefore, not subject to a fiduciary duty to the City should be provided to the City at
the address noted below,with a copy to The Economic Development Group,Ltd. at 1701 Clearwater
Avenue,Bloomington,Illinois 61704.
Notices and proposals should be addressed to Kent McDowell,Mayor,City of Canton,2 N.Main St.,Canton,
Illinois 61520.To encourage the continued sharing of ideas and proprietary information by market participants,
the City intends to keep original materials provided by and concepts it discusses with market participants from
time to time confidential(to the extent provided by law),but hereby reserves the right,in its sole discretion,to
share any information which will be seriously considered by the City with its Municipal Advisor. Please note
that aside from regulatory mandated correspondence between an underwriter and municipal advisor,
an underwriter or placement agent should not speak directly with or send documents directly to the
City's Municipal Advisor unless specifically directed to do so by the Mayor or designated personnel.
This Representation Letter may be relied upon until amended or otherwise replaced by a new Representation
Letter posted to the City's website.
Sincerely,
�/� 4
Kent McDowell,Mayor
City of Canton,Illinois