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16-034.00 DA Davidson: 2016 LTGO Bond Issue IG0-084 D'' A DAV I D S O N FIXED INCOME CAPITAL MARKETS February 10, 2016 Mr.Mike Jackson City Manager City of Spokane Valley 11707 East Sprague Avenue, Suite 106 Spokane Valley, WA 99206 Re: Underwriting/Placement Agent Engagement Letter for Limited Tax(Non-Voted)General Obligation Bonds, 2016 On behalf of D.A. Davidson & Co. ("Davidson"), we wish to thank you for the opportunity to serve as underwriter or placement agent for the City of Spokane Valley ("Issuer") on its proposed offering and issuance of Limited Tax General Obligation Bonds, 2016 (the "Securities"). This letter will confirm the terms of our engagement; however, it is anticipated that this letter will be replaced and superseded by a bond purchase agreement to be entered into by the parties (the "Purchase Agreement") if and when the Securities are priced following successful completion of the offering process. 1. Services to be Provided by Davidson. The Issuer hereby engages Davidson to serve as managing underwriter or placement agent of the proposed offering and issuance of the Securities, and in such capacity Davidson agrees to provide the following services: • Provide various bond structures, payment options and estimated bond scenarios; calculation of the debt capacity; etc. • Develop a marketing plan for the offering, including identification of potential investors • Review the official statement and other offering documents • Contact potential investors, provide them with offering-related information, respond to their inquiries and, if requested,coordinate their due diligence sessions • If the Securities are to be rated, review materials to be provided to securities ratings agencies and in developing strategies for meetings or conference calls with the ratings agencies • Consult with bond counsel, financial advisor, and other service providers about the offering and the terms of the Securities • Inform the Issuer of the marketing and offering process • Negotiate the pricing, including the interest rate,and other terms of the Securities • Obtain CUSIP number(s)for the Securities and arrange for their DTC book-entry eligibility • Plan and arrange for the closing and settlement of the issuance and the delivery of the Securities • Review a private placement as a financing option • Such other usual and customary underwriting services as may be requested by the Issuer Fixed Income Capital Markets Columbia Center • 701 5th Avenue,Suite 4050 • Seattle,WA 98104 • (206)389-4062 • 1-888-389-8001 • FAX(206)389-4040 www.davidsoncomoanies.com/ficm/ In addition,at the Issuer's request,Davidson may provide incidental financial advisory services, including advice as to the structure, timing, terms and other matters concerning the issuance of the Securities. Davidson is required to make the following disclosure pursuant to MSRB Rule G-23: As underwriter, Davidson will not be required to purchase the Securities except pursuant to the terms of the Purchase Agreement, which will not be signed until successful completion of the pre-sale offering period. This letter does not obligate Davidson to purchase any of the Securities. 2. No Advisory or Fiduciary Role. The Issuer acknowledges and agrees that: (i)the primary role of Davidson, as an underwriter, is to purchase securities, for resale to investors, in an arm's-length commercial transaction between the Issuer and Davidson and that Davidson has financial and other interests that may differ from those of the issuer.; (ii) Davidson is not acting as a municipal advisor, financial advisor, or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether Davidson has provided other services or is currently providing other services to the Issuer on other matters); (iii) the only obligations Davidson has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this agreement; and (iv) the Issuer has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. If the Issuer would like a municipal advisor in this transaction that has legal fiduciary duties to the Issuer, then the Issuer is free to engage a municipal advisor to serve in that capacity. In addition,the Issuer acknowledges receipt of certain regulatory disclosures as required by the Municipal Securities Rulemaking Board that are attached to this agreement as Exhibit A. Issuer further acknowledges that Davidson may be required to supplement or make additional disclosures as may be necessary as the specific terms of the transaction progress. 3. Fees and Expenses. Davidson's proposed underwriting spread will be $5.50 per $1,000 of the principal of the Securities issued.The underwriting fee/spread will represent the difference between the price that Davidson pays for the Securities and the public offering price stated on the cover of the final official statement. The Issuer shall be responsible for paying all other costs of issuance, including without limitation, bond counsel, financial advisor, rating agency fee, and all other expenses incident to the performance of the Issuer's obligations under the proposed offering. If the City elects private placement, Davidson's fee will be $4.00 per$1,000 of principal amount. 4. Term and Termination. The term of this engagement shall extend from the date of this letter to the closing of the offering of the Securities. Notwithstanding the foregoing, either party may terminate Davidson's engagement at any time without liability of penalty upon written notice to the other party. If Davidson's engagement is terminated by the Issuer,the Issuer agrees to reimburse Davidson for its out-of-pocket expenses incurred until the date of termination. 5. Miscellaneous. This letter shall be governed and construed in accordance with the laws of the State of Washington. This Agreement may not be amended or modified except by means of a written instrument executed by both parties hereto. This Agreement may not be assigned by either party without the prior written consent of the other party. 2 If there is any aspect of this Agreement that you believe requires further clarification, please do not hesitate to contact us. If the foregoing is consistent with your understanding of our engagement, please sign and return the enclosed copy of this letter. Again, we thank you for the opportunity to assist you with your proposed financing and the confidence you have placed in us. Very truly yours, D.A.DAVIDSON&CO. By: Dave Trageser Title: Managing Director Accepted thi day of City of Spokane Valley, Washington By: Mike Jackson Title: City Manager 3 EXHIBIT A D.A. Davidson & Co. (hereinafter referred to as"Davidson" or"underwriter") intends/ proposes to serve as an underwriter or placement agent, and not as a financial advisor or municipal advisor, in connection with the issuance of the Bonds. As part of our services as sole underwriter, Davidson may provide advice concerning the structure, timing, terms, and other si mi la-matters concerning the issuance of the Bonds Disclosures Concerning the Underwriters Role: (i) MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors (ii) The underwriters' primary role is to purchase the Bonds with a view to distribution in an arm's-length transaction with the Issuer. The underwriters' financial and other interests that may differ from those of the Issuer. (iii) Unlike a muni ci pal advisor, the underwriters do not have a fiduciary duty to the Issuer under the federal securities laws and are, therefore, not required by federal law to act in the best interests of the Issuer without regard to their own financial or other interests. (iv) The underwriters have a duty to purchase the Bonds from the Issuer at a fair and reasonable price, but must balance that duty with their duty to sell the Bonds to investors at prices that are fair and reasonabl e. (v) The underwriter will draft and review the official statement for the Bonds in accordance with, and as part of, their respective responsi bi I i ti es to investors under the federal securities laws, as appl i ed to the facts and circumstances of this transaction. Disclosures Concerning the Underwriters Compensation: As underwriter, Davidson will be compensated by a fee and/or an underwriting discount that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of the Bonds Payment or receipt of the underwriting fee or discount will be contingent on the dosing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the pri ncipal amount of the Bonds. Whi l e this form of compensation Is customary in the municipal securities market, it presents a conflict of interest since the underwriter 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 nay. Additional Conflicts Disclosure: Davidson has not identified any additional potential or actual material conflicts that requi re di sd osure. Risk Disclosures Pursuant to M SRB Rule G-17-Fixed Rate Bonds The following i s a general description of the financial characteristics and security structures of fixed rate muni cipal bonds("Fixed Rate Bond '), as well as a general description of certain financial risks that you should consider before deciding whether to issue Fixed Rate Bonds. 4 Financial Characteristics Maturity and Interest. Fixed Rate Bonds are interest-bearing debt securities issued by state and local governments, political subdivisions and agencies and authorities. Maturity dates for Fixed Rate Bonds are fixed at the time of issuance and may include serial maturities(specified principal amounts are payable on the sane date in each year until final maturity) or one or more term maturities (specified principal amounts are payable on each term maturity date) or a combination of serial and term maturities. The final maturity date typically will range between 10 and 30 years from the date of issuance. Interest on the Fixed Rate Bonds typical I y is paid semiannually at a stated fixed rate or rates for each maturity date. Redemption. Fixed Rate Bonds may be subject to optional redemption, which allows you, at your option, to redeem some or all of the bonds on a date prior to scheduled maturity, such as in connection with the issuance of refunding bonds to take advantage of lower interest rates. Fixed Rate Bonds will be subject to optional redemption only after the passage of a specified period of time, often approximately ten years from the date of issuance, and upon payment of the redemption price set forth in the bonds, which may i nd ude a redemption premium. You will be required to send out a notice of optional redemption to the holders of the bonds, usual l y not less than 30 days prior to the redemption date. Fixed Rate Bonds with term maturity dates also may be subject to mandatory sinking fund redemption, which requires you to redeem specified principal amounts of the bonds annually in advance of the term maturity date. The mandatory sinking fund redemption price is 100%of the principal amount of the bonds to be redeemed. Security Payment of principal of and interest on a municipal security, induding Fixed Rate Bonds, may be backed by various types of pledges and forms of security, some of which are described below. Limited Tax General Obligation Bond. The City irrevocably covenants and agrees that for so long as any of the Bonds are outstanding, it will include in its budget and levy taxes annually, in an amount permitted to cities without a vote of the electors of the City, on all the taxable property in the City, in amounts sufficient, together with all other money legally available and to be used therefor, to pay the principal of and interest on the Bonds as the same shall become due. The full faith, credit and resources of the City are irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. The Bonds are not obligations of the State, the County or any other municipal corporation other than the City. The description above regarding"Security" is only a brief summary of certa n possi bl a security provi si ons for the bonds and is not intended as legal advice. You should consult with your bond counsel for further information regarding the security for the bonds. Financial Risk Considerations Certain risks may arise in connection with your issuance of Fixed Rate Bonds, induding some or all of the following: 5 Issuer Default Risk. You may be in default if the funds pledged to secure your bonds are not sufficient to pay debt service on the bonds when due. The consequences of a default may be serious for you and, depending on applicable state law and the terms of the authorizing documents, the holders of the bonds, the trustee and any credit support provider may be able to exercise a range of available remedies against you. For example, if the bonds are secured by a general obligation pledge, you may be ordered by a court to rase taxes. Other budgetary adjustments also may be necessary to enable you to provide sufficient funds to pay debt service on the bonds. A default may negatively impact your credit ratings and may effectively limit your ability to publ i d y offer bonds or other securities at market interest rate levels. Further, if you are unable to provide sufficient funds to remedy the default, subject to applicable state law and the terms of the authorizing documents, you may find it necessary to consider available alternatives under state law, induding (for some issuers) state-mandated receivership or bankruptcy. A default also may occur if you are unable to comply with covenants or other provisions agreed to in connection with the issuance of the bonds. This description is only a brief summary of issues relating to defaults and is not intended as legal advice. You should consult with your bond counsel for further information regarding defaults and remedies. Redemption Risk. Your ability to redeem the bonds prior to maturity may be limited, depending on the terms of any optional redemption provisions. In the event that interest rates decline, you may be unable to take advantage of the lower interest rates to reduce debt service. Refinancing Risk. If your financing plan contemplates refi nand ng some or al I of the bonds at maturity (for example, if you have term maturities or if you choose a shorter final maturity than might otherwise be permitted under the applicable federal tax rules), market conditions or changes in law may limit or prevent you from refinancing those bonds when required. Further, limitations in the federal tax rules on advance refunding of bonds (an advance refunding of bonds occurs when tax-exempt bonds are refunded more than 90 days prior to the date on which those bonds may be retired) may restrict your ability to refund the bonds to take advantage of lower interest rates. Reinvestment Risk. You may have proceeds of the bonds to invest prior to the time that you are able to spend those proceeds for the authorized purpose. Depending on market conditions, you may not be able to invest those proceeds at or near the rate of interest that you are paying on the bonds, which is referred to as"negative arbitrage". Tax Compliance Risk. The issuance of tax-exempt bonds is subject to a number of requirements under the United States Internal Revenue Code, as enforced by the Internal Revenue Service(IRS). You must take certain steps and make certain representations prior to the issuance of tax-exempt bonds. You also must covenant to take certain additional actions after issuance of the tax-exempt bonds. A breach of your representations or your failure to comply with certain tax-related covenants may cause the interest on the bonds to become taxable retroactively to the date of issuance of the bonds, which may result in an increase in the interest rate that you pay on the bonds or the mandatory redemption of the bonds. The IRS also may audit you or your bonds, in some cases on a random basis and in other cases targeted to specific types of bond issues or tax concerns. If the bonds are declared taxable, or if you are subject to audit, the market price of your bonds may be adversely affected. Further, your ability to issue other tax- exempt bonds also may be limited. This description of tax compliance risks is not intended as legal advice and you should consult with your bond counsel regarding tax implications of issuing the bonds. If you or any other Issuer officials have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. In addition, you should consult with 6 the Issuer's own financial and/or muni ci pal, I egal, accounting, tax and other advisors, as applicable, to the extent you deem appropriate. 7 -•� DAVICOM-01 CCLINESMITH ACORO" DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 2/11/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Missoula Office PHONE 406 721-1000 FAx 406 721-9230 PayneWest Insurance,Inc. (A/C,No,Ext):( ) (NC,No): ( ) P.O.Box 4386 E-MAIL ADDRESS: Missoula,MT 59808 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Great Northern Insurance Co. INSURED INSURER B: D.A.Davidson Companies INSURER C: P O Box 5015 INSURER D: Great Falls,MT 59403 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WLIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 35809634 10/01/2015 10/01/2016 PREMISES EaoccTurence) $ 1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS UOSNON-OWNED OPERTY DAMAGE (Per accident) dent UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Request for Proposal;Underwriter/Investment Banking Services CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN p ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E Sprague Ave.Suite 106 Spokane,WA 99206 AUTHORIZED REPRESENTATIVE • I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD