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Home My WebLink AboutC2016-666 - 4/19/2016 - Approved CONTRACT TO PROVIDE LIMITED MUNICIPAL ADVISOR SERVICES This Contract to Provide Limited Municipal Advisor Services(the"Contract")is entered into and is effective as of this 12th day of July, 2016, by and between City of Corpus Christi, Texas (the "City"), as its sole beneficiary, and Blue Rose Capital Advisors, LLC (the "Municipal Advisor"). The Municipal Advisor is hereby engaged to provide certain limited advisory services in connection with the purchase of open market securities with the proceeds of the City's General Improvement Refunding Bonds, Series 2016 (the "Bonds"), including the provision of a bidding agent certificate if required by bond counsel(the"Certificate"). 1. Definitions. All terms and phrases not expressly defined herein shall have their ordinary meanings, consistent with local and state law,except where the context clearly indicates a different meaning. 2. Term of Enaaaement. This Contract shall be in force from the date hereof and shall continue until the later of the closing date of the Bonds or the provision of the Certificate to the City. 3. Services and Compensation. The Municipal Advisor is engaged by the City as an independent contractor to perform,in accordance with industry best practices and in the best interest of the City, only the services described in the following paragraph (the "Municipal Advisor Services"). The Municipal Advisor's compensation for the Municipal Advisor Services shall be equal to $8,500, shall be included in the cost of the securities, and shall be paid by the winning provider on behalf of the City from the purchase price of the securities. Prior to the pricing date of the Bonds, Blue Rose will confirm eligible securities with bond counsel, ensure yield compliance for arbitrage purposes if applicable, prepare a request for bids ("RFB"), distribute the RFB to known providers of open market securities in a timely manner, and answer any questions from prospective bidders. On the bid date,we will coordinate the electronic receipt of bids at the designated time,review all bids to verify that they conform to the requested terms,tabulate and present the bids to the Issuer or its designee for review (including a cost comparison to SLGS, if available). Upon selection of the winning provider by the City or its designee, we will inform the winning provider of the award and verify the securities' cost and cash flow. Following the award and confirmation of the bid, we will review all documentation provided by the winning bidder to ensure compliance with the bid specifications and manage the escrow closing process including delivery of securities. If required by bond counsel,a Certificate would be delivered in advance of the closing of the bond transaction. The Municipal Advisor Services do not include the preparation or review of any Official Statement or other disclosure documents in connection with the Bonds or any other services not explicitly mentioned in the preceding paragraph. 4. Certain Mandatory Disclosures. The Municipal Advisor covenants and agrees to provide to the City disclosures of potential conflicts of interest and certain legal or disciplinary events required by Municipal Securities Rulemaking Board Rule G-42 (the "Disclosures"), as initially set forth below. The Municipal Advisor agrees to promptly amend or supplement the Disclosures to reflect any material changes or additions to the Disclosures. The Disclosures, and each delivery thereof, as provided from time to time, shall be incorporated by reference as of the date thereof into this Contract to the same extent as if set forth herein. a. Legal or Disciplinary Events. The Municipal Advisor is required by the Municipal Securities Rulemaking Board Rule G-42 to disclose any legal or disciplinary events related to the C2016-666 4/19/16 -• ity of Corpus Christi,Texas Contract 1 Ord. 030822 Blue Rose Capital Advisors LLC SCANNED Municipal Advisor or its Municipal Advisor Representatives. Information regarding such legal or disciplinary events is filed from time to time with the SEC on Form MA (with respect to the Municipal Advisor) or Form MA-I (with respect to an individual Municipal Advisor Representative), and currently can be found online by searching for Blue Rose Capital Advisors at http://www.sec.gov/edgar/searchedgar/companvsearch.html. As of the date of this Contract, there are no such events to disclose. b. Conflicts Associated with Contingent Fee Structures. The fees to be paid by the City to the Municipal Advisor are contingent on the successful award of the transaction. Although this form of compensation may be customary, it presents a conflict because when facts or circumstances arise that could cause the transaction to be delayed or fail to close, or that could cause the services of the Municipal Advisor to be unnecessary, Municipal Advisor may have an incentive to discourage a full consideration of such facts and circumstances, or to discourage consideration of alternatives that may result in the cancellation of the transaction or its services. c. Conflicts Associated with Affiliated Companies. Conflicts of interest may arise when any affiliate of the Municipal Advisor provides to or on behalf of a client any advice, service, or product that is directly related to the municipal advisory activities to be performed by the Municipal Advisor. MuniPriceTracker, LLC ("MPT"), and HedgeStar, LLC ("HedgeStar"), are affiliates under common ownership with the Municipal Advisor. MPT provides bond pricing transparency for business and tax compliance purposes, and may provide these services either to you directly or to bond counsel in connection with the Bonds. In connection with its services, MPT would receive a separate fee. HedgeStar provides valuations for derivatives and fixed income instruments, financial reporting, and hedge accounting services, and may provide these services to you under separate contract. Any recommendation by the Municipal Advisor to enter into, modify, transfer, novate, or terminate an interest rate swap or other derivative, or to select one type of investment versus another, to a client who contracts with HedgeStar may result in additional or decreased fees payable to HedgeStar. In addition, valuations provided by HedgeStar may be reported in your audited financial statements and may affect a creditor's or investor's assessment of your financial position or credit strength. d. Conflict Mitigation. The Municipal Advisor expects to manage and mitigate any conflicts primarily by adherence to the fiduciary duty which it owes to municipal entities such as the City which require it to put the interests of the City ahead of its own. 5. Termination. The City may terminate this Contract, in whole or in part and for any reason, prior to award of a bid pursuant to paragraph 3 above. 6. Personnel Assigned. The Municipal Advisor shall utilize the individuals identified to the City for the provision of services set forth in the Contract except as otherwise specifically approved by the chief fiscal officer of the City or such other designee(the"Chief Fiscal Officer"). 7. Records and Accounts. The Municipal Advisor shall maintain all records and accounts in connection with the services performed pursuant to this Contract in the manner and for at least the length of time prescribed by rules, regulations and industry standard guidelines governing municipal advisors. Blue Rose Capital Advisors, LLC/City of Corpus Christi,Texas Contract 2 8. Entire Azreement. This Contract, including its Exhibits and any other documents or certificates incorporated herein by reference, expresses the entire understanding of the City and the Municipal Advisor concerning the Contract. Neither the City nor the Municipal Advisor has made or shall be bound by any agreement or any representation to the other concerning this Contract, which is not expressly set forth or incorporated by reference herein. 9. Construction and Enforcement This Contract shall be construed and enforced in accordance with the laws of the State of Minnesota. 10. Authority of the Parties. Each of the parties to this Contract,and each person signing this Contract on behalf of such party,represents and warrants to the other party to this Contract as follows: (a)that such party has full power and authority to execute, deliver and carry out the terms and provisions of this Contract (b) that such party has taken all necessary action to authorize the execution, delivery and performance of this Contract; (c)that the individual(s) and/or entities executing this Contract on such party's behalf have the authority to bind it to the terms and conditions of this Contract; and(d) that this Contract has been duly executed and delivered by such party. 11. Parties Bound. This Contract shall be binding upon and inure to the benefit of all parties. This Contract is solely for the benefit of the parties and their successors in interest, and none of the provisions hereof are intended to benefit third parties. 12. Execution in Counterparts. This Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Blue Rose Capital Advisors, LLC/City of Corpus Christi,Texas Contract 3 IN WITNESS WHEREOF,this contract was approved and duly executed by City of Corpus Christi,Texas this day of July,2016. CITY OF CORPUS CHRISTI,TEXAS By: Constance P.Sanchez Its: Director of Financial Services IHUKtt� 7'f' mom..�.w�w��•� SECRETA Blue Rose Capital Advisors, LLC/City of Corpus Christi,Texas Contract 4 .�� IN WITNESS WHEREOF,this Contract was duly executed by the Municipal Advisor this 136 day of July,2016. BLUE ROSE CAPITAL ADVISORS,LLC By �� / Title: President Blue Rose Capital Advisors,LLC/City of Corpus Christi,Texas Contract 5 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-85041 Blue Rose Capital Advisors, LLC Minneapolis, MN United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/14/2016 being filed. City of Corpus Christi Date Acknowledged: - � ., l 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. GIRB 2016 OMS bidding agent services in connection with the purchase of open market securities 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary TRIL I, LP Minneapolis, MN United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT si I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. IKAY M. ROSCHILD -- .; ,NOTARY PUBLIC-MINNESOTA wA,•. My Commission Expires • • January 31,2017 — L� /"..7: r r Signature of authorized agent of--,.AIP-ractrng b siness entity / AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said •\KY ,this the 14}h day of J t_ LI . 20 I IO ,to certify which,witness my hand and seal of office. / P P . ` ai►rt.J1.`1QI Ku-y M• Rosc.h i ki 0 oia.,-•-1 Signa re of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277