HomeMy WebLinkAboutC2016-671 - 6/21/2016 - Approved BLUE ROSE
N' CAPITAL ADVISORS
August 1, 2016
Constance Sanchez, Director of Finance
City of Corpus Christi, Texas
1201 Leopard
Corpus Christi,TX 78401
RE: Bidding Agent Services in Connection with Series 2016 Bonds
Dear Ms. Sanchez:
Blue Rose Capital Advisors, LLC ("Blue Rose"), a registered Municipal Advisor, has been asked to serve
as bidding agent in connection with the purchase of open market securities to fund an escrow for the City
of Corpus Christi, Texas (the "Issuer"or the"City") in connection with the Issuer's Utility System Junior
Lien Revenue Refunding Bonds, Series 2016 (the "Bonds"), expected to price on or about August 3,
2016.
As an independent municipal advisor, we owe a fiduciary duty to you, the Issuer. Our role as bidding
agent in your financing is to obtain bids for open market securities in accordance with federal regulations.
If you have any questions about the services we provide, the pricing, or our Certificate, we welcome you
to contact us at(952)746-6050.
In order to acknowledge the services to be provided and the fee quoted to you, please sign the enclosed
contract and return a copy to us via e-mail.
Thank you for the opportunity to serve the City.
Sincerely,
BLUE ROSE CAPITAL ADVISORS, LLC
Erik T. Kelly ��
President Via =- UIiRi ..
ty (`Otl1fCIL.. 1
"-',"
SECRET/! y
C2016-671
6/21/16
Ord. 030883 Suite 212 O Minneapolis,MN 55344 • www.blueroseadvisors.com
ephone: 952-746-6050 O Fax: 952-460-5776
Blue Rose Capital Advisors
SCANNED
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 Ph day of August, 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 Utility System Junior Lien Revenue 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 Engagement. 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 $25,000,
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
Blue Rose Capital Advisors, LLC /City of Corpus Christi, Texas Contract 1
Rulemaking Board Rule G-42 to disclose any legal or disciplinary events related to the
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/companysearch.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 Agreement. 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 August,2016.
CITY OF CORPUS CHRISTI, TEXAS
By: Constance P. Sanchez
Its: Director of Financial Services
Blue Rose Capital Advisors, LLC/City of Corpus Christi, Texas Contract 4
CERTIFICATE OF INTERESTED PARTIES
FORM 3.295
1of1
Complete Nos.1-4 and B if there are interested parties. OFFICE USE ONLY
Complete Nos.1.2,3,5,and 5 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.
BB&T Securities.LLC 2018.84818
Richmond,VA United States
Date Fled:
governmental entity or state
2 Naame Of
bng Nagency that is a party to the contract for which the form is 07/14/2018
City of Corpus Crisd Q
Date Acknowledged: �✓y
3 Provide the Identification number used by the governmental entityor state contract,I �
description of the services,goods,or other property to be provideunder theemcontract.
«I provide a
GIRB 2016 OMS
Sale of Defeasance Securities
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling IntermediaryBlue Rose
Capital Advisors Prairie,MN United States
X
BB&T Corporation Winston-Salem.NC United States X
5 Check only if there Is NO Interested Party. o
6 AFFro6wY D� •,
at0�:. N �•,� I swear,or affkm,under penally of perjury,that the above disclosure is true and correct.
+ pie
rARY• d'c•
FXpf /4h:
)j21/RES Q'4' nature of aul agent of contracting business entity
f1
AFFIX AL ABOVE
slostirresio
Sworn to and subscribed before me,by the said J Lj t1 � 'Nbr.•7s\this the 1, day of
201 l D •to certify which.witness my hand and seal of office.
Signature of administering oath Printed name of officer administering oath Title of decor adm tori g oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
f , I BLUE ROSE
Ick. CAPITAL ADVISORS
August 1,2016
Constance Sanchez, Director of Finance
City of Corpus Christi,Texas
1201 Leopard
Corpus Christi,TX 78401
RE: Bidding Agent Services in Connection with Series 2016 Bonds
Dear Ms. Sanchez:
Blue Rose Capital Advisors, LLC ("Blue Rose"), a registered Municipal Advisor, has been asked to serve
as bidding agent in connection with the purchase of open market securities to fund an escrow for the City
of Corpus Christi, Texas (the "Issuer"or the "City") in connection with the Issuer's Utility System Junior
Lien Revenue Refunding Bonds, Series 2016 (the "Bonds"), expected to price on or about August 3,
2016.
As an independent municipal advisor, we owe a fiduciary duty to you, the Issuer. Our role as bidding
agent in your financing is to obtain bids for open market securities in accordance with federal regulations.
If you have any questions about the services we provide, the pricing, or our Certificate, we welcome you
to contact us at(952) 746-6050.
In order to acknowledge the services to be provided and the fee quoted to you, please sign the enclosed
contract and return a copy to us via e-mail.
Thank you for the opportunity to serve the City.
Sincerely,
BLUE ROSE CAPITAL ADVISORS, LLC
•
Erik T. Kelly O. ,A WAPresident
IT C�tiKCll�._ 2y1
SECRETQV
j).
6400 Flying Cloud Drive, Suite 212 O Minneapolis, MN 55344 • www.blueroseadvisors.com
Telephone: 952-746-6050 6 Fax: 952-460-5776
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 1d' day of August, 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 Utility System Junior Lien Revenue 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 Eneagement. 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 $25,000,
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
Blue Rose Capital Advisors, LLC/City of Corpus Christi, Texas Contract 1
Rulemaking Board Rule G-42 to disclose any legal or disciplinary events related to the
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/companysearch.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 Agreement. 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 August, 2016.
CITY OF CORPUS CHRISTI, TEXAS
By:
Its:
Blue Rose Capital Advisors, LLC /City of Corpus Christi, Texas Contract 4
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. 2016-94993
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 08/04/2016
being filed.
City of Corpus Christi Dat Ackn wledged:
92 1(4;
3 Provide the identification number used by the governmental entity or state agency to track or identify the contra and provide a
description of the services,goods,or other property to be provided under the contract.
USRRB 2016 OMS
Sale of Defeasance Securities
Nature of interest
4
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.
ID
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
in a
': -a DIANE K. MILLER /
14. .. NOTARY PUBLIC-MINNESOTA ///
r� 070
,rte, ;4' My Commission Expires Jan.31,2017
r Signature of authorized agent o ontracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE /
Sworn to and subscribed before me,by the said >.f2.\i< I /._.C..`-/ ,this the t day of
20(,b ,to certify which,witness my hand and seal of office.
L______ L i I.Csto.... I Cb,,,_ (_..,. 1`., -blL S _ s5 &S►5+1.14...—+-
Signature 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