08-01-2014 Park Pavilions Project Private Placement Engagement LetterAugust 1, 2014
Town of Avon, Colorado
Finance Director
Re: Private Placement Engagement Letter— Park Pavilions Project
Dear Scott:
This letter confirms the agreement between Piper Jaffray & Co. ( "Piper Jaffray") and the Town
of Avon (the "Issuer " / "Obligor" or "Issuer ") as follows:
Engagement. The Issuer engages Piper Jaffray to act as your exclusive representative for
the proposed private transaction (the "Transaction ") by placement of Certificates of
Participation, (the "COPS "), and we accept this engagement upon the terms and
conditions set forth in this agreement.
During the term of our engagement, we will, as appropriate to the Transaction:
• consult with you in planning and implementing the Transaction;
• assist you in preparing any transaction materials (the "Transaction Materials ") we
mutually agree are beneficial or necessary to the consummation of the
Transaction;
• assist you in preparing for due diligence conducted by potential investors;
• identify potential investors and use our reasonable commercial efforts to assist in
arranging the placement of the COPS;
• consult with you in structuring the investment; and
• assist you in negotiating definitive documentation.
As currently contemplated, the Transaction will be a sale of Securities with gross
proceeds of approximately $2,050,000. You acknowledge and agree that our engagement
pursuant to this letter is not an agreement by us or any of our affiliates to underwrite or be
the lender for the COPS or otherwise provide any financing, nor an agreement by you to
issue and sell any Securities. You may in your discretion postpone, modify, abandon or
terminate the Transaction prior to closing. We may decline to participate in the
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Transaction if we reasonably determine that the Transaction has become impractical or
undesirable.
2. Fees. For our services, you agree to pay us a selling commission of 1.25 percent (1.25 %)
of the gross proceeds received by you on all sales of the COPS payable by wire transfer of
immediately available funds at closing. For avoidance of doubt, the fee shall not be
payable in the event a closing of the Transaction does not occur.
Representations, Warranties and Agreements of the Authority. You represent and
warrant to, and agree with us, that:
(a) the COPS will be sold by you in compliance with the requirements for exemptions
from registration or qualification of, and otherwise in accordance with, all federal
and state securities laws and regulations;
(b) you agree to be responsible for the accuracy and completeness of any Transaction
Materials to the extent of federal securities laws applicable to the Transaction.
You agree to notify us promptly of any material adverse changes, or development
that may lead to any material adverse change, in your business, properties,
operations, financial condition or prospects and concerning any statement
contained in any Transaction Material, or in any other information provided to us,
which is not accurate or which is incomplete or misleading in any material
respect;
(c) you will make available to us such documents and other information which we
reasonably deem appropriate and will provide us with access to your officers,
directors, employees, accountants, counsel and other representatives; it being
understood that we will rely solely upon such information supplied by you and
your representatives without assuming any responsibility for independent
investigation or verification thereof, and
(d) at the closing, you will permit us to rely on your representations and warranties,
and cause your counsel to permit us to rely upon any opinion, furnished to any
purchaser of Securities.
4. Other Matters Relating to Our Engagement. You acknowledge that you have retained
us solely to provide the services to you as set forth in this agreement. In rendering such
services, we will act as an independent contractor. You acknowledge and agree that: (i)
the primary role of us, as a placement agent, is in an arms - length commercial transaction
between you and us and we have financial and other interests that differ from your
interests (ii) we are not acting as a municipal advisor, financial advisor or fiduciary to
you or any other person or entity and has not assumed -any advisory or fiduciary
responsibility to you with respect to the transaction contemplated hereby and the
discussions, undertakings and proceedings leading thereto (irrespective of whether we
have provided other services or is currently providing other services to you on other
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matters) (iii) the only obligations we have to you with respect to the Transaction
contemplated hereby expressly are set forth in this Agreement and (iv) you have
consulted your own legal, accounting, tax, financial and other advisors, as applicable, to
the extent you deem appropriate in connection with the Transaction contemplated herein.
5. Termination. You or we may terminate our engagement under this agreement, with or
without cause, upon ten days' written notice to the other party; The fee, expense
reimbursement, your representations, warranties and agreements, and miscellaneous
provisions of this agreement will survive any termination of our engagement under this
agreement.
6. Miscellaneous. This agreement, and all claims or causes of action (whether in contract
or tort) that may be based upon, arise out of or relate to this agreement or the negotiation,
execution or performance of this agreement, will be governed by and construed in
accordance with the laws of Delaware. You and we hereby waive all right to trial by jury
in any action, proceeding, or counterclaim (whether based upon contract, tort or
otherwise) in connection with any dispute arising out of this agreement or any matters
contemplated by this agreement. This agreement embodies the entire agreement and
understanding between you and us and supersedes all prior agreements and
understandings relating to the subject matter of this agreement. This agreement may be
executed in any number of counterparts. The invalidity or unenforceability of any
provision of this agreement will not affect the validity or enforceability of any other
provisions of this agreement, which will remain in full force and effect. You and we will
endeavor in good faith negotiations to replace the invalid or unenforceable provisions
with valid provisions the economic effect of which comes as'close as possible to that of
the invalid or unenforceable provisions. This agreement is solely for the benefit of you
and us, and no other person will acquire or have any rights by virtue of this agreement.
Please confirm that the foregoing correctly and completely sets forth our understanding by
signing and returning to us the enclosed duplicate of this engagement agreement.
Sincerely,
PIPER JAFFRAY & CO.
By
P. Jonathan Heroux
Managing Director
Public Finance Investment Banking
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Agreed and accepted as of the date first above written.
Town of Avon, Colorado
By _ -:
[Name]
[Title]
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