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HomeMy WebLinkAbout25-314 - Contract - Piper Sandler - Financial Advisory ServicesCity of Tukwila Contract Number. 25-314 6200 Southcenter Boulevard, Tukwila WA 98188 Council Approval N/A PROFESSIONAL SERVICES AGREEMENT (Includes consultants, architects, engineers, accountants, and other professional services) THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City" or "the Client," and Piper Sandler & Co., hereinafter referred to as "the Consultant', in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Consultant is retained by the City to perform municipal advisory services. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. The Consultant is required under MSRB Rule G-42 to describe any limitations on the scope of the activities to be performed for the City. Accordingly, the Scope of Services are subject to the following limitations: The Scope of Services is limited solely to the services described in Exhibit "A" hereto and is subject to limitations set forth within the descriptions of the Scope of Services. Any duties created by this Agreement do not extend beyond the Scope of Services or to any other contract, agreement, relationship, or understanding, if any, of any nature between the City and the Consultant. The City agrees that if the Consultant is asked to evaluate the advice or recommendations of third parties, the City will provide the Consultant with written direction to do so. The Scope of Services does not include tax, legal, accounting or engineering advice with respect to any issuance of bonds (the "Issue(s)") or municipal financial product (the "Product(s)") or in connection with any opinion or certificate rendered by counsel or any other person at closing The Scope of Services may be changed only by written amendment or supplement. The parties agree to amend or supplement the Scope of Services promptly to reflect any material changes or additions to the Scope of Services. 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending five years after commencement, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than five years after commencement unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "B" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $59,000 without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. F. The Consultant will be responsible for all of the Consultant's out-of-pocket expenses unless otherwise agreed upon or if travel is directed by the City. If travel is directed by the City, the City will reimburse the Consultant for their expenses. In the event a new issue of securities is contemplated by this Agreement, the City will be responsible for the payment of all fees and expenses commonly known as costs of issuance, including but not limited to: publication expenses, local legal counsel, bond counsel, ratings, credit enhancement, travel associated with securing any rating or credit enhancement, printing of bonds, printing and distribution of required disclosure documents, trustee fees, paying agent fees, CUSIP registration, and the like. In addition, the City will reimburse the Consultant for the preparation, distribution, printing and mailing costs associated with any preliminary and final official statement for any Issues. 5. IRMA Matters. If the City has designated Consultant as its independent registered municipal advisor ("IRMA") for purposes of SEC Rule 1513a1-1(d)(3)(vi) (the "IRMA exemption"), the extent of the IRMA exemption is limited to the Scope of Services and any limitations thereto. Any reference to Consultant, its personnel and its role as IRMA in the written representation of the City contemplated under SEC Rule 1513a1-1(d)(3)(vi)(B) is subject to prior approval by the Consultant and the City agrees not to represent, publicly or to any specific person, that the Consultant is the City's IRMA with respect to any aspect of municipal financial products or the issuance of municipal securities, or with respect to any specific municipal financial product or any specific issuance of municipal securities, outside the Scope of Services without the Consultant's prior written consent. 6. Consultant's Regulatory Duties When Servicing the City. MSRB Rule G 42 requires that the Consultant undertake certain inquiries or investigations of and relating to the City in order for the Consultant to fulfill certain aspects of the fiduciary duty owed to the City. Such inquiries generally are triggered: (a) by the requirement that the Consultant know the essential facts about the City and the authority of each person acting on behalf of the City so as to effectively service the relationship with the City, to act in accordance with any special directions from the City, to understand the authority of each person acting on behalf of the City, and to comply with applicable laws, regulations and rules; (b) when the Consultant undertakes a determination of suitability of any recommendation made by the Consultant to the City, if any or by others that the Consultant reviews for the City, if any; (c) when making any representations, including with regard to matters pertaining to the City or any Issue or Product; and (d) when providing any information in connection with the preparation of the preliminary or final official statement, including information about the City, its financial condition, its operational status and its municipal securities or municipal financial products. Specifically, the City agrees to provide to the Consultant any documents on which the City has relied in connection with any certification it may make with respect to the accuracy and completeness of any official statement for the Issues. The City agrees to cooperate, and to cause its agents to cooperate, with the Consultant in carrying out these duties to inquire or investigate, including providing to the Consultant CA revised May 2020 Page 2 accurate and complete information and reasonable access to relevant documents, other information and personnel needed to fulfill such duties. In addition, the City agrees that, to the extent the City seeks to have the Consultant provide advice with regard to any recommendation made by a third party, the City will provide to the Consultant written direction to do so as well as any information it has received from such third party relating to its recommendation. 7. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. 8. Compliance with Laws. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement. 9. Required Disclosures. IVISRB Rule G 42 requires that Consultant provide you with disclosures of material conflicts of interest and of information regarding certain legal events and disciplinary history. Such disclosures are provided in Consultant's Disclosure Statement attached as Exhibit C to this Agreement. 10. Limitation of Liability. In the absence of willful misconduct, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Consultant or any of its associated persons, The Consultant and its associated persons shall have no liability to the City for any act or omission in the course of, or connected with, rendering services hereunder, or for any error of judgment or mistake of law, or for any loss arising out of any issuance of municipal securities, any municipal financial product or any other investment, or for any financial or other damages resulting from the City's election to act or not to act, as the case may be, contrary to any advice or recommendation provided by the Consultant to the City. No recourse shall be had against Consultant for loss, damage, liability, cost or expense (whether direct, indirect or consequential) of the City arising out of or in defending, prosecuting, negotiating or responding to any inquiry, questionnaire, audit, suit, action, or other proceeding brought or received from the Internal Revenue Service in connection with any Issue or Product, if any or otherwise relating to the tax treatment of any Issue or Product if any, or in connection with any opinion or certificate rendered by counsel or any other party. Notwithstanding the foregoing, nothing contained in this paragraph or elsewhere in this Agreement shall constitute a waiver by the City of any of its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived, nor shall it constitute a waiver or diminution of Consultant's fiduciary duty to City under Section 15B(c)(1), if applicable, of the Securities Exchange Act of 1934, as amended, and the rules thereunder 11. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile Liability insurance CA revised May 2020 Page 3 shall cover all owned, non -owned, hired and/or leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. 2. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury and advertising injury. The City shall be included as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. Professional Liability insurance shall be appropriate to the Consultant's profession. B. Public Entity Full Availability of Consultant Limits. If the Consultant maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Consultant. C. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A -:VII. E. Verification of Coverage. Consultant shall furnish the City with original certificates evidencing the insurance requirements of the Consultant before commencement of the work. F. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation where the policy is not replaced, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 12. Official Statement. The City acknowledges and understands that state and federal laws relating to disclosure in connection with municipal securities, including but not limited to the Securities Act of 1933 and Rule 10b 5 promulgated under the Securities Exchange Act of 1934, may apply to the City and that the failure of the Consultant to advise the City respecting these laws shall not constitute a breach by the Consultant or any of its duties and responsibilities under this Agreement. The City acknowledges that any Official Statement distributed in connection with an issuance of securities are statements of the City and not of the Consultant. CA revised May 2020 Page 4 13. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. 14. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 15. Discrimination Prohibited. Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 16. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 17. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 18. Termination. A. This Agreement may be terminated with or without cause by either party upon the giving of at least thirty (30) days prior written notice to the other party of its intention to terminate, specifying in such notice the effective date of such termination. All fees due to Consultant shall be due and payable upon termination. Upon termination, the obligations of Consultant under this Agreement, including any amendment shall terminate immediately and Consultant shall thereafter have no continuing fiduciary or other duties to the City. The provisions of the Sections hereof titled Payment, Consultant's Regulatory Duties When Servicing the City, Limitation of Liability, Official Statement, Notices, Applicable Law; Venue; Attorneys Fees, and Exhibit B shall survive termination of this Agreement. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. 19. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such CA revised May 2020 Page 5 action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 20. Counterparts; Severability and Survival. This Agreement may be executed in two or more separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 21. Waiver of Jury Trial. THE PARTIES EACH HEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIP BETWEEN THE PARTIES. PARTIES AGREE TO WAIVE CONSEQUENTIAL AND PUNITIVE DAMAGES. 22. No Third Party Beneficiary. This Agreement is made solely for the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 23. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the following address: Justin Monwai Piper Sandler & Co. 1420 Fifth Avenue, Suite 1425 Seattle, WA 98101 24. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. DATED this 16th day of December , 2025 CA revised May 2020 Page 6 CITY OF TUKWILA Signed by: AAB F -s Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Signed by: E6da4F Andy Youn-Barnett, City Clerk APPROVED AS TO FORM: L by: 'I. S" Office of the City Attorney CONSULTANT: By: " Print d Name Title: Director Justin Monwai CA revised May 2020 Page 7 EXHIBIT A SCOPE OF SERVICES Scope of Services. The Scope of Services to be provided respecting the Issue(s) may consist of the following, if directed by the Client: 1. Evaluate options or alternatives with respect to the proposed new Issue(s), 2. Review recommendations made by other parties to the Client with respect to the new Issue(s).' 3. Consult with and/or advise the Client on actual or potential changes in market place practices, market conditions or other matters that may have an impact on the Issues or Products. 4. Assist the Client in establishing a plan of financing 5. Assist the Client in establishing the structure, timing, terms and other similar matters concerning the Issue 6. Prepare the financing schedule 7. Provide assistance as to scheduling, coordinating and meeting procedural requirements relating to any required bond referendum 8. Consult and meet with representatives of the Client and its agents or consultants with respect to the Issue 9. Attend meetings of the Client's governing body, as requested 10. Advise the Client on the manner of sale of the Issue 11. Make arrangements for printing, advertising and other vendor services necessary or appropriate in connection with the Issue 12. Advise the Client with regard to continuing disclosure matters, as requested 13. In a competitive bid sale, prepare the bid package, obtain CUSIP numbers, assist the Client in collecting and analyzing bids submitted by underwriters and in connection with the Client's selection of a winning bidder 14. At the time of sale, provide the Client with relevant data on comparable issues recently or currently being sold nationally and by comparable Clients 15. In a negotiated sale, coordinate pre -pricing discussions, supervise the sale process, advise the Client on matters relating to retail or other order periods and syndicate priorities, review the order book, and if directed by the Client, advise on the acceptability of the underwriter's pricing and offer to purchase 16. Assist the Client in identifying an underwriter in a negotiated sale or other deal participants such as an escrow agent, accountant, feasibility consultant, etc. to work on the Issue 17. Respond to questions from underwriters 18. Arrange and facilitate visits to, prepare materials for, and make recommendations to the Client in connection with credit ratings agencies, insurers and other credit or liquidity providers 19. Coordinate working group sessions, closing, delivery of the new Issue and transfer of funds 20. Prepare a closing memorandum or transaction summary 21. Advise Client on potential exercise of optional or other call rights, or potential tender offers, for outstanding Issue(s) 22. Advise Client on potential refunding or other refinancing opportunities of its outstanding Issue(s) 23. If directed by the Client, review recommendations made by third parties with respect to outstanding issue(s)2 11 Note: The acceptance of this duty will require you to document in writing the suitability or non -suitability of the third party recommendation. 2 Note: The acceptance of this duty will require you to document in writing the suitability or non -suitability of the CA revised May 2020 Page 8 24. Consult with and/or advise Client on actual or potential changes in marketplace practices, market conditions or other matters that may have an impact on Client's outstanding Issue(s) 25. Advise Client on post -issuance disclosure compliance matters, including specific issues that may arise from time to time and the preparation, review and revision of applicable policies and procedures, relating to outstanding Issue(s) 26. Assist Client and its dissemination agent in the preparation of annual filings or other continuing disclosures required under continuing disclosure undertakings for outstanding Issue(s) 27. Advise Client on matters relating to compliance with, including testing and/or reporting on compliance with, bond or other covenants relating to outstanding Issue(s) 28. Review documentation of outstanding Issue(s) with Client personnel and with Client's bond counsel and other consultants 29. Assist Client in responding to inquiries from investors or other market participants in connection with Client's outstanding Issue(s) For Services Respecting Official Statement. Piper Sandler will assist in performing a review of certain information in the preliminary or final official statement at your direction and will review the accuracy of certain information respecting the bond issue set forth therein such as mathematical tables, including with respect to bond prices, yields, debt service schedules and coverage ratios. Piper Sandler is not responsible for the preparation of the preliminary or final official statement or for verifying or certifying as to the overall accuracy or completeness of any statements therein. third party recommendation. CA revised May 2020 Page 9 Bond Issuance Fees Short-term Notes or Loans Less than $500,000' $500,000 to $1,000,000' Less than $1,000,0002 $1,000,000 to $5,000,000 $5,000,000 to $10,000,000 $10,000,000 and over 1. LID Bonds only. 2. GO Bonds and Revenue Bonds only. Type of Transaction Refunding and taxable issues Variable rate debt Direct bank loans 63-20 lease revenue bonds 00MI1:1111r:� COMPENSATION STRUCTURE $15,000 plus $0.50/$1,000 $15,000 plus $1.00/$1,000 $15,000 plus $1.00/$1,000 $15,000 plus $1.00/$1,000 $15,000 plus $1.00/$1,000 for the first $50 million; $0.25/$1,000 for increment exceeding $50 million $20,000 plus $0.50/$1,000 $20,000 plus $1.00/$1,000 $20,000 plus $1.00/$1,000 $20,000 plus $1.00/$1,000 $20,000 plus $1.00/$1,000 for the first $50 million; $0.25/$1,000 for increment exceeding $50 million $15,000 plus $0.50/$1,000 $20,000 plus $2.00/$1,000 $20,000 plus $2.00/$1,000 $20,000 plus $1.00/$1,000 $20,000 plus $1.00/$1,000 $20,000 plus $1.00/$1,000 for the first $50 million; $0.25/$1,000 for increment exceeding $50 million Base Fee Adjustment No adjustment to the above schedule 130% of the above fee schedule; includes commercial paper programs 80% of the above fee schedule 130% of the above fee schedule Fee Schedule for Specialized Bond Issuance and Non -Bond Financial Consulting For compensation for services beyond the normal responsibilities performed by the financial advisor associated with specific debt transactions, the following hourly rates would apply. Managing Director $300/hour Senior Vice President $300/hour Vice President $250/hour Assistant Vice President $225/hour Associate $200/hour CA revised May 2020 Page 10 EXHIBIT C DISCLOSURE STATEMENT Municipal Securities Rulemaking Board Rule G-42 (the Rule) requires that Piper Sandler & Co. ("Piper Sandler") provide the City of Tukwila, Washington (the "City" or "you") with the following disclosures of material conflicts of interest and of information regarding certain legal events and disciplinary history. Accordingly, this Exhibit C provides information regarding conflicts of interest and legal or disciplinary events of Piper Sandler required to be disclosed to pursuant to MSRB Rule G - 42(b) and (c)(ii). (A) Disclosures of Conflicts of Interest. The Rule requires that Piper Sandler provide to you disclosures relating to any actual or potential material conflicts of interest, including certain categories of potential conflicts of interest identified in the Rule, if applicable. If no such material conflicts of interest are known to exist based on the exercise of reasonable diligence by us, Piper Sandler is required to provide a written statement to that effect. Accordingly, we make the following disclosures with respect to material conflicts of interest in connection with the Scope of Services under the Agreement, together with explanations of how we address or intend to manage or mitigate each conflict. To that end, with respect to all of the conflicts disclosed below, we mitigate such conflicts through our adherence to our fiduciary duty to you in connection with municipal advisory activities, which includes a duty of loyalty to you in performing all municipal advisory activities for the Client. This duty of loyalty obligates us to deal honestly and with the utmost good faith with you and to act in your best interests without regard to our financial or other interests. In addition, as a broker dealer with a client oriented business, our success and profitability over time is based on assuring the foundations exist of integrity and quality of service. Furthermore, Piper Sandier's supervisory structure, utilizing our long-standing and comprehensive broker-dealer supervisory processes and practices, provides strong safeguards against individual representatives of Piper Sandler potentially departing from their regulatory duties due to personal interests. The disclosures below describe, as applicable, any additional mitigations that may be relevant with respect to any specific conflict disclosed below. Compensation -Based Conflicts. The fees due under the Agreement are based on the size of the Issue and the payment of such fees is contingent upon the successful delivery of the Issue. While this form of compensation is customary in the municipal securities market, this may present the appearance of a conflict or the potential for a conflict because it could create an incentive for Piper Sandler to recommend unnecessary financings or financings that are disadvantageous to the Client, or to advise the Client to increase the size of the issue. We believe that the appearance of a conflict or potential conflict is mitigated by our duty of care and fiduciary duty and the general mitigations related to our duties to you, as described above. Transactions in Client's Securities. As a municipal advisor, Piper Sandler cannot act as an underwriter in connection with the same issue of bonds for which Piper Sandler is acting as a municipal advisor. From time to time, Piper Sandler or its affiliates may submit orders for and acquire your securities issued in an Issue under the Agreement from members of the underwriting syndicate, either for its own trading account or for the accounts of its customers. Again, while we do not believe that this activity creates a material conflict of interest, we note that to mitigate any perception of conflict and to fulfill Piper Sandier's regulatory duties to the Client, Piper Sandier's activities are engaged in on customary terms through units of Piper Sandler that operate independently from Piper Sandier's municipal advisory business, thereby eliminating the likelihood that such investment activities would have an impact on the services provided by Piper Sandler to you under the Agreement. CA revised May 2020 Page 11 (B) Disclosures of Information Regarding Legal Events and Disciplinary History. The Rule requires that all municipal advisors provide to their clients certain disclosures of legal or disciplinary events material to a client's evaluation of the municipal advisor or the integrity of the municipal advisor's management or advisory personnel. Accordingly, Piper Sandler sets out below required disclosures and related information in connection with such disclosures. I. Material Legal or Disciplinary Event. There are no legal or disciplinary events that are material to the Client's evaluation of Piper Sandler or the integrity of Piper Sandier's management or advisory personnel disclosed, or that should be disclosed, on any Form MA or Form MA -1 filed with the SEC. 11. Most Recent Change in Legal or Disciplinary Event Disclosure. Piper Sandler has not made any material legal or disciplinary event disclosures on Form MA or any Form MA -1 filed with the SEC. (C) How to Access Form MA and Form MA -1 Filings. Piper Sandier's most recent Form MA and each most recent Form MA -1 filed with the SEC are available on the SEC's EDGAR system at http://www.sec.gov/edgar/searchedgar/companysearch.htm1. The Form MA and the Form MA -1 include information regarding legal events and disciplinary history about municipal advisor firms and their personnel, including information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The SEC permits certain items of information required on Form MA or MA -1 to be provided by reference to such required information already filed by Piper Sandler in its capacity as a broker- dealer on Form BD or Form U4 or as an investment adviser on Form ADV, as applicable. Information provided by Piper Sandler on Form BD or Form U4 is publicly accessible through reports generated by BrokerCheck at http://brokercheck.finra.org, and Piper Sandier's most recent Form ADV is publicly accessible at the Investment Adviser Public Disclosure website at http://www.adviserinfo.sec.gov. For purposes of accessing such BrokerCheck reports or Form ADV, Piper Sandier's CRD number is 665. (D) Future Supplemental Disclosures. As required by the Rule, this Section 5 may be supplemented or amended, from time to time as needed, to reflect changed circumstances resulting in new conflicts of interest or changes in the conflicts of interest described above, or to provide updated information with regard to any legal or disciplinary events of Piper Sandler. Piper Sandler will provide you with any such supplement or amendment as it becomes available throughout the term of the Agreement. CA revised May 2020 Page 12