R2024-117 2024-07-22RESOLUTION NO. R2024-117
A Resolution of the City Council of the City of Pearland, Texas, authorizing the
City Manager or his designee to enter into a 7-year Financial Advisory
Services Agreement (4-year initial term with three 1-year renewals) with BOK
Financial Securities, Inc., for the period beginning July 23, 2024 through July
22, 2028.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain contract by and between the City of Pearland and BOK Financial
Securities, Inc., a copy of which is attached hereto as Exhibit “A” and made a part hereof for all
purposes, is hereby authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to execute, and
the City Secretary to attest a contract with BOK Financial Securities, Inc.
PASSED, APPROVED and ADOPTED this the 22nd day of July, A.D., 2024.
_________________________________
J. KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
Docusign Envelope ID: 2B4A46E7-DD5F-434B-951D-EDA1E0463E78
AGREEMENT FOR FINANCIAL ADVISORY SERVICES
This Agreement for Financial Advisory Services (the "Agreement") by and between the
CITY OF PEARLAND, TEXAS, a political subdivision of the State of Texas ( `Issuer' ), and BOK
FINANCIAL SECURITIES, INC. ( `BOKFS"), is entered into and effective as of the date executed
by the Issuer, as set forth on the signature page hereof.
1. Background. The Issuer expects to have under consideration from time to time the
authorization and issuance of indebtedness in amounts and forms which cannot piesently be
determined and, in connection with the authorization, sale, issuance and delivery of such
indebtedness, the Issuer desires to retain a financial advisor.
(a) The Issuer desires to obtain the professional services of BOKFS to advise the Issuer
regarding the execution, issuance and sale of certain evidences of indebtedness or
debt obligations that may be authorized and issued or otherwise created or assumed
by the Issuer (hereinafter referred to collectively as the "Issuer Obligations") from
time to time during the period in which this Agreement shall be effective.
(b)
BOKFS represents and warrants to Issuer that BOKFS has the professional licenses,
certificates, knowledge, expertise and experience to provide the services set forth in
this Agreement. BOKFS is willing to provide its professional services and facilities
as financial advisor in connection with all programs of financing as may be
considered and authorized by Issuer during the period in which this Agreement shall
be effective.
2. Scope of Services. BOKFS will work with the Issuer, bond counsel, legal counsel,
and such others as are retained by the Issuer to provide the services ("Services") with respect to
Issuer Obligations on the following terms and conditions:
The Services shall be limited to the services described in Appendix A (the "Scope of
Services").
In addition to the Services described in Appendix A, BOKFS agrees to perform and
make available to the Issuer the services identified in Appendix B, when so requested
by the Issuer. The terms of the services identified in Appendix B shall be set forth as
an amendment to this Agreement or in a separate document.
(c) Except as otherwise provided in the Scope of Services, BOKFS shall not be
responsible for certifying as to the accuracy or completeness of any preliminary or
final official statement, other than with respect to any information about BOKFS
provided by BOKFS for inclusion in such documents.
(d)
The Scope of Services does not (A) include tax, legal, accounting or engineering
advice with respect to any Issuer Obligation or opinion or certificate rendered by
counsel or other person at closing or (B) review or advice respecting any feasibility
study, except, in either case, as may prepared by BOKFS as provided for in the Scope
of Services
(e) The Issuer agrees not to represent, publicly or to any specific person, that BOKFS is
its independent registered municipal advisor ("IRMA") for purposes of SEC Rule
15Ba1-1(d)(3)(vi) (the "IRMA exemption") without BOKFS's prior written consent.
(0
When BOKFS is designated by the Issuer as its IRMA, BOKFS shall be the Issuer's
IRMA solely with respect to the Scope of Services. BOKFS shall not be responsible
foi verifying that it is independent (within the meaning of the IRMA exemption as
interpreted by the SEC) from another party wishing to rely on the exemption from
the definition of municipal advisor afforded under the IRMA exemption. Any
reference to BOKFS, its personnel and its role as IRMA in the Issuer's written
representation contemplated under SEC Rule 15Ba1-1(d)(3)(vi)(B), shall be subject
to prior approval by BOKFS
3. BOKFS'. Regulatory Obligations When Providing Services to the Issuer.
(a) MSRB Rule G-42 requires that BOKFS (i) make a reasonable inquiry as to the facts
that are relevant to the Issuer's determination whether to proceed with a course of
action or that form the basis for and advice provided by BOKFS to the Issuer, (ii)
undertake a reasonable investigation to determine that BOKFS is not basing any
recommendation on materially inaccurate or incomplete information, and (iii) to use
reasonable diligence to know the essential facts about the Issuer and the authority
of each person acting on the Issuer's behalf.
(b)
The Issuer agrees to cooperate, and to cause its agents to cooperate, with BOKFS
in carrying out the foregoing requirements including providing to BOKFS accurate
and complete information and reasonable access to relevant documents, other
information and personnel needed to fulfill such requirements. In addition, the
Issuer agrees that to the extent it requests BOKFS to provide advice with regard to
any recommendation made by a third party, the Issuer will provide to BOKFS
written direction to do so and all information it has received from such third party
relating to its recommendation.
4. Term of this Engagement. This Agreement shall become effective as of the date
executed by the Issuer as set forth on the signature page hereof and, unless terminated by either
party as described below, shall remain in effect thereafter for a period of seven (7) years florin such
date. Unless BOKFS or Issuer shall notify the othei party in writing at least thirty (30) days in
advance of the applicable anniversary date that this Agreement will not be renewed, this
Agreement will be automatically renewed on the seventh anniversary of the date hereof foi three
(3) additional one (1) year periods.
This Agreement may be terminated with of without cause by the Issuer or BOKFS upon the
giving of at least thirty (30) days' prior written notice to the othei party of its intention to terminate,
specifying in such notice the effective date of such termination. BOKFS may not terminate for the
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express purpose of taking an underwriting position in any bonds to be issued by the Issuer. In the
event of such termination, it is understood and agreed that only the amounts due BOKFS for
services provided and expenses incurred to the date of termination will be due and payable. No
penalty will be assessed for termination of this Agieement.
5. Compensation. For the above services, you agree to pay BOKFS the following:
FEE SCHEDULE FOR FINANCIAL ADVISORY SERVICES
Sale of Issuer Obligations
Obligation Proceeds
And Not
More Than More Than The Fee Is
$ 0 $ 2,500,000 $20,000 plus $2.25 per $1,000
2,500,000 5,000,000 $25,625 plus $2.00 per $1,000
for all over $2,500,000
5,000,000 10,000,000 $30,625 plus $1.50 per $1,000
for all over $5,000,000
10,000,000 20,000,000 $38,125 plus $1.25 per $1,000
for all over $10,000,000
20,000,000 No Limit $50,625 plus $0.75 per $1,000
for all over $20,000,000
The financial advisory fee does not include any additional fees to be paid by the Issuer for
the issuance of refunding obligations. Additionally the financial advisory fee for the issuance of
debt through direct placements with a State Agency (i.e. Texas Water Development Board or State
Infrastructure Bank) shall be multiplied by 75% of the calculated fee schedule. The charges for
Issuer Obligations issued with a floating interest rate, including services provided for the
substitution of liquidity facilities or remarketing agreements, will be negotiated with the Issuer
The payment of charges for financial advisory services described in Appendix A of the
Agreement shall be contingent upon the delivery of Issuer Obligations by the Issuer and shall be due
at the time that Issuer Obligations by the Issuer are delivered. The payment of charges for services
described in Appendix B of the Agreement shall be due and payable in accordance with the mutual
agreement therefor between BOKFS and Issuer.
The Issuer shall be responsible for the following expenses, if and when applicable, whether
they are charged to the Issuer directly as expenses or charged to the Issuer by BOKFS as
reimbursable expenses: fees and expenses of the Issuer s legal counsel including bond counsel,
administrative and regulatory review and approval fees; bond printing expenses credit rating fees
credit enhancement fees; fees of other professionals, including accountants; official statement
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printing and distribution expenses; fees of paying agents, registrars, trustees or escrow agents;
travel expenses outside of the State of Texas; fees and expenses of underwriter(s) and underwriter's
counsel; and, any other miscellaneous expenses incurred on behalf of the Issuer.
The payment of reimbursable pass -through expenses that BOKFS has assumed on behalf
of the Issuer shall NOT be contingent upon the delivery of Issuer Obligations and shall be due at
the time that services are rendered and payable within thirty days receipt of an invoice therefor
submitted by BOKFS.
6. Limitation on Liability. In the absence of willful misconduct, bad faith gross
negligence or reckless disregard of the obligations of BOKFS arising under this Agreement:
(a) The liability of BOKFS and its associated persons to the Issuer 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, shall be limited to the fees paid or otherwise due and
payable under this Agreement; and,
(b)
BOKFS and its associated persons shall have no liability to the Issuer for any other
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 Issuer's election to act or not to act, as the case may be, contrary to any advice or
recommendation provided by BOKFS to the Issuer.
No recourse shall be had against BOKFS for loss, damage, liability, cost or expense
(whether direct, indirect or consequential) 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 Issuer Obligation or otherwise relating to the tax treatment of any Issuer
Obligation, or in connection with any opinion or certificate rendered by counsel or
any other party.
7. Required Disclosures. MSRB Rule G-42 requires that BOKFS provide the Issuer
with disclosures of material conflicts of interest and of information regarding certain legal events
and disciplinary history. Such disclosures are provided in BOKFS's Disclosure Statement attached
hereto as Appendix C.
8. Information. While this Agreement is in effect, the Issuer will provide or cause to
be provided to BOKFS information concerning the Issuer, including information relating to the
Issuer's financial condition and results of operations, the sources of security and payment for any
Issuer Obligations, and such other information (excluding confidential information unless such
confidential information is reasonably required to provide disclosure to investors) as BOKFS
reasonably considers necessary or appropriate to perform its duties under this Agreement. Such
information will be taken or derived from the Issuer's official records or from other sources that
the Issuer determines and reasonably believes to be accurate and reliable, based on due inquiry and
investigation by the Issuer of such other sources; and the Issuer expressly authorizes BOKFS to
rely on the accuracy and completeness of all information provided to BOKFS by or on behalf of
the Issuer.
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9. Compliance with Applicable Law. As an inducement to BOKFS to enter into this
Agreement and to perform the duties assigned to it hereunder, the Issuer agrees to comply with all
applicable requirements and procedures imposed by law relating to, and all covenants and
agreements entered into in connection with or supporting, the validity, enforceability and terms
(including terms relating to security and tax -exemption) of any Issuer Obligations. As an
inducement to Issuer to enter into this Agreement and to perform the duties assigned to it
hereunder, BOKFS agrees to comply with all applicable requirements and procedures imposed by
law relating to and all covenants and agreements entered into in connection with or supporting,
the validity, enforceability and terms (including terms relating to security and tax -exemption) of
any services by BOKFS. Further BOKFS represents and warrants to Issuer that BOKFS is familiar
with the applicable law, rules, regulations and requirements in order for BOKFS to perform
BOKFS's professional services as a highly qualified and competent provider of said financial
services.
10. Professional Judgment. All actions and recommendations of BOKFS pursuant to
this Agreement will be based on BOKFS s professional judgment and information that the Issuer
provides to BOKFS. BOKFS's recommendations represent its professional judgment based upon
BOKFS's review of information provided by the Issuer, to the extent that BOKFS deems such
information relevant to any such recommendation, and BOKFS's own knowledge and experience.
BOKFS's recommendations will be offered in reliance upon the representations and covenants
contained in the agreements certificates and other instruments prepared, executed and delivered
in connection with Issuer Obligations. The Issuer understands and agrees that this Agreement shall
constitute an agreement for professional services, and neither the performance by BOKFS of its
duties hereunder nor the implementation of any of BOKFS s recommendations shall be construed
by the Issuer as a guarantee of any result or outcome.
11. Choice of Law. This Agreement shall be construed and given effect in accordance
with the laws of the State of Texas. Venue for any dispute regarding this Agreement shall be in the
courts of Brazoria County, Texas.
12. Binding Effect: Assignment. This Agreement shall be binding upon and inure to the
benefit of the Issuer and BOKFS, their respective successors and permitted assigns; provided
however, neither party may assign or transfer any of its rights or obligations hereunder without the
prior written consent of the other party.
13. Entire Agreement. This instrument, including all appendices hereto, contains the
entire agreement between the parties relating to the rights herein granted and obligations herein
assumed. This Agreement may not be amended, supplemented or modified except by means of a
written instrument executed by both parties This Agreement and all of the provisions of this
Agreement shall be deemed drafted by all of the parties hereto.
14. Course of Dealinu. No course of prior dealing involving any of the parties hereto
and no usage of trade shall be relevant or advisable to interpret, supplement, explain or vary any
of the terms of this Agreement, except as expressly provided herein.
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15. Interpretation. This Agreement shall not be interpreted stt icily for or against any
party, but solely in accordance with the fair meaning of the provisions hereof to effectuate the
purposes and intent of this Agreement.
16. No -Third Party Beneficiaries. This is not a third -party beneficiary contract. No
person or entity other than a party hereto shall have any rights under this Agreement.
17. No Reliance. Each party hereto has entered into this Agreement based solely upon
the agreements, representations and warranties expressly set forth herein and upon its own
knowledge and investigation. No patty has relied on any representation or warranty of any other
party hereto except any such representations and warranties as are expressly set forth herein.
18. Authority. Each of the persons signing below on behalf of a party hereto represents
and warrants that he or she has full requisite power and authority to execute and deliver this
Agreement on behalf of the party for whom he or she is signing and to bind such party to the terms
and conditions of this Agreement.
19. Severability. If any provision of this Agreement is, or is held or deemed to be,
invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or
jurisdictions because it conflicts with any provisions of any constitution, statute, rule or public
policy, or for any other reason, such circumstances shall not make the provision in question invalid,
inoperative or unenforceable in any other case or circumstance, or make any other provision or
provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever.
20. Communication. Any notice or other communication to be given to the Issuer under
this Agreement may be given by delivering the same in writing to the City of Pearland, Texas,
3519 Liberty Drive, Pearland, Texas 77581, Attention: Finance Director and, any notice or other
communication to be given to BOKFS under this Agreement may be given by delivering the same
in writing to BOKFS, Inc., 1401 McKinney Street, Suite 1000 Houston, Texas 77010, Attention:
Public Finance Department.
21. Counterparts. This Agreement may be executed in counterparts, each of which shall
be an original, but which taken together, shall constitute one and the same instrument. This
Agreement shall become effective only when all of the parties hereto shall have executed the
original or counterpart hereof. This Agreement may be executed and delivered by digitized
transmission of a counterpart signature page hereof.
This Agreement shall supersede all previous agreements or engagement letters or contracts
by and between parties and shall become effective upon acceptance by the Issuer as evidence by the
execution hereof by the Issuer's Signatory as set forth below.
[Signature Page Follows]
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Date:
BOK FINANCIAL SECURITIES, INC.
By
Name:
Title:
John . ' obuck
Man. ging Director
CITY OF PEARLAND, TEXAS
By:
Name:
Title:
1
hA
Pj(UK:IrlS
SiSianZ' Cas‘j Manotioyr
APPENDIX A — SCOPE OF SERVICES — DESCRIPTION OF BASIC SERVICES
Upon the request of an authorized representative of the Issuer, BOKFS will perform the
following financial advisory services pursuant to the terms of the Agreement for Financial
Advisory Services.
Financial Planning.
•
Perform a survey of the financial resources of the Issuer to determine the extent of its
capacity to authorize, issue and service any Issuer Obligations contemplated including an
analysis of any existing debt structure as compared with the existing and projected sources
of revenue that may be pledged to secure payment of debt service. BOKFS will also survey
any trends of the assessed valuation, taxing power and present and future taxing
requirements of the Issuer, as appropriate. If the revenues of a system or facility are to be
pledged to repayment of the proposed Issuer Obligations, the survey will take into account
(i) any outstanding obligations which are payable from the revenues thereof, (ii) additional
revenues expected from any proposed rate increase, and (iii) the additional revenues as
projected by your consulting engineers as the result of the improvements to be financed by
the proposed Issuer Obligations. BOKFS will also take into account any policy
considerations, future financing needs and operational considerations, as provided or
projected by Issuer's staff and/or consulting engineers or other experts engaged by the Issuer.
• Assist in the formulation of a 5-10 Year Capital Improvement Plan to review the Issuer s
anticipated financing needs in light of future available revenues to support the Issuer's
financing needs and applicable State laws restricting debt capacity and assist in periodically
updated such plan.
•
Submit to the Issuer recommendations regarding Issuer Obligations under consideration,
including such terms as the type of debt to be issued (e.g., current interest obligation, capital
appreciation obligation, or other obligation), principal amount, interest rate mode (e.g.
fixed, floating, or other interest rate mode), type of debt instrument (e g. tax-exempt, taxable
tax -credit etc.), form of debt instrument (e.g. Permanent Improvement Bonds, Certificates
of Obligation, Water and Sewer System Revenue Bonds Sales Tax Revenue Bonds, Tax and
Revenue Anticipation Note, Contractual Obligation, etc ), date of issue interest payment
dates, schedule of principal maturities, options of prior payment, security provisions, and
such other provisions as we believe are appropriate in order to achieve the objectives of the
Issuer and make the issue attractive to investors. Such recommendations will be based on
information developed by the survey described above and other information available to us.
All recommendations will be consistent with the goal of structuring the Issuer Obligations
to be sold on terms that are advantageous to the Issuer, including the lowest interest cost
consistent with all other considerations.
• Advise the Issuer of current debt market conditions, forthcoming debt issues and general
information, including economic data, which might be expected to influence interest rates or
bidding conditions as deemed necessary.
A-1
• In the event that an election is required to authorize the Issuer Obligations then under
consideration, BOKFS will assist in gathering such information and data as may be required
for any petitions, orders, resolutions, ordinances, notices and certificates in connection with
the election, including assistance in the transmission of such data to the Issuer's legal
counsel.
• Consult with the Issuer regarding available revenues pursuant to existing or proposed rules,
as requested.
Debt Management.
• Assist in the preparation of a debt management policy for the Issuer.
•
Evaluate financing transactions contemplated by the Issuer, giving consideration to the
complexity, market acceptance, rating, size and structure of such transactions in order to
make a recommendation as to an appropriate method of sale.
• For qualified projects or financings, upon request, coordinate and assist in the preparation of
applications for financial assistance from state or federal governmental agencies.
•
In connection with the marketing, offer, sale and delivery of any Issuer Obligations, whether
such Issuer Obligations are publicly offered (through negotiated sale or competitive bidding)
or privately placed:
* Assist with the preparation of any offering materials for use in connection with the
marketing offer and sale of the Issuer Obligations, including the notice of sale and
bidding instructions, preliminary official statement, official statement, official bid form
and such other documents and information as may be required for the marketing, offer
and sale of Issuer Obligations (collectively, "Offering Documents") however Offering
Documents shall be prepared based on information provided by the Issuer and the Issuer
shall be solely responsible for the accuracy of the information contained therein, except
to the extent that any such information is expressly attributed by the Offering Document
to another source. Offering Documents will be prepared in accordance with customary
industry standards and submitted to the Issuer and its legal counsel for examination and
approval by the Issuei . Offering Documents shall be certified by the Issuer, as directed
by the Issuer's legal counsel. (See "Legal, Regulatory and Administrative Matters"
below.)
* After Issuer's examination and approval of an Offering Document, BOKFS will assist
the Issuer with any arrangements for the printing of the Offei ing Document and provide
the Issuer with Offering Documents in sufficient quantity to meet its needs and
distribute such documents by mail or where appropriate, by electronic delivery, to
prospective purchasers or the underwriters, as applicable, of the Issuer Obligations.
A-2
Provide copies of the final official statement to the purchaser or underwriters, as
applicable, of the Issuer Obligations in accordance with the notice of sale and bidding
instructions or the Issuer's agreement with the underwriters, as appropriate.
* Advise the Issuer as to the utility of credit ratings and bond insurance or other forms of
credit or liquidity enhancement for Issuer Obligations.
Coordinate the preparation of information as may be requested by, or appropriate for
submission to, a rating agency, bond insurer, or credit or liquidity enhancement
provider; and, consult with and advise the Issuer regarding the form of any oral or
written presentations to a rating agency, bond insurer or credit or liquidity
enhancement provider. Any oral or written presentation shall be based on information
provided by the Issuer and the Issuer shall be solely responsible for the accuracy of the
information provided to any rating agency, bond insurer or credit or liquidity
enhancement provider.
To the extent that the Issuer elects to make a personal presentation of information to
one or more rating agencies, bond insurers, or credit or liquidity enhancement
providers, BOKFS will arrange for such personal presentations utilizing such
composition of representatives from the Issuer as may be approved or directed by the
Issuer. Any costs and expenses incurred by representatives of the Issuer as a result of
their participation in any personal presentation shall be paid and/or reimbursed pursuant
to and in accordance with the Issuer's internal policies governing travel on official
business of the Issuer.
Coordinate and assist the Issuer's staff in the safekeeping of good faith checks, if any.
When appropriate, advise financial publications of the forthcoming sale of the Issuer
Obligations and provide them with all pertinent information.
After consulting with and receiving directions from the Issuer, arrange for such reports
and opinions of recognized independent consultants as may be appropriate for the
successful marketing of the Issuer Obligations.
• If Issuer Obligations are to be sold by an advertised competitive sale, BOKFS will:
Supervise the sale of the Issuer Obligations,
Disseminate Offering Documents to prospective bidders and organize such
informational meetings as may be necessary.
Assist the Issuer's staff in coordinating the receipt of bids and the tabulation and
comparison of submitted bids
Advise the Issuer regarding the best bid and provide advice regarding acceptance or
rejection of bids.
A-3
If Issuer Obligations are to be sold by negotiated sale, BOKFS will:
In connection with the Issuer's selection of one or more investment banking firms to
serve as managers of an underwriting syndicate for the purpose of negotiating the
purchase of Issuer Obligations, provide any advice and assistance requested by the
Issuer; however, the selection of members of an underwriting syndicate shall be
controlled by the Issuer and be approved by the Issuer.
Cooperate in the preparation of a bond purchase contract, an underwriters agreement
and other related documents; and, consult with the Issuer in connection with the Issuer's
policy concerning certain terms of the syndicate's agreement among underwriters (e.g.,
order priority and designation policy) to achieve the most efficient and lowest interest
cost for the Issuer Obligations, consistent with other considerations of the Issuer.
* Advise the Issuer as to the fairness of the price offered by the underwriters for the Issuer
Obligations.
• Upon request, advise the Issuer in the selection of professional consultants and fiscal agents
required in connection with Issuer Obligations, including trustees, paying agents, registrars,
escrow agents, verification agents, and assist in the negotiation of agreements related to these
services and the fees incident thereto, upon request.
• Attend meetings of the governing body of the Issuer, its staff, representatives or committees,
as requested by the Issuer.
•
Provide the Issuer's legal counsel with financial information requested by such counsel in
connection with such counsel's preparation of legal documents pertaining to the
authorization, sale and issuance of the Issuer Obligations.
• Upon request consult with the Issuer regarding proposed or enacted changes in federal and
state laws, rules and regulations that have (or are expected to have) a material effect on the
municipal bond market, it being understood that BOKFS does not and may not act as an
attorney for, or provide legal advice or services to, the Issuer.
• Coordinate the efforts of all interested parties to effect the delivery of the Issuer Obligations,
and assist the Issuer in the preparation or verification of final closing figures incident to the
delivery of the Issuer Obligations.
• After the closing of the sale and delivery of the Issuer Obligations, deliver to the Issuer a
schedule of annual debt service requirements for the Issuer Obligations and, in coordination
with the Issuer's legal counsel, assure that the paying agent/registrar and/oi trustee has been
provided with a copy of the authorizing ordinance, order or resolution.
A-4
Legal, Regulatory and Administrative Matters
• BOKFS will coordinate the issuance of the Issuer Obligations; however, Issuer shall retain
a firm of recognized municipal bond attorneys to prepare proceedings and advise the Issuer
regarding procedures required to issue the Issuer Obligations and issue an unqualified
opinion (in an acceptable form) approving the legality of the Issuer Obligations. BOKFS
will coordinate with such firm of bond attorneys and assist in all financial advisory aspects
involved in the preparation of appropriate legal proceedings and documentation.
• The Issuer shall also be responsible for the retention and engagement of competent legal
counsel to advise the Issuer concerning all other legal matters related to the marketing offer
sale and delivery of any Issuer Obligations including applicable federal and state securities
laws and regulations, and, the Issuer shall be responsible for the engagement of competent
legal counsel to render an opinion coveting the Issuer's exercise of appropi fate discretion
and diligence in the preparation and dissemination of any Offering Documents (e.g., a l0b-
5 opinion addressing the accuracy and completeness of each Offering Document).
• To the extent that the issuance and sale of the securities, and construction of the project in
question, requires the approval of any state or governmental agency, BOKFS will assist the
Issuer in the preparation of all financial information requited for inclusion in applications
for such approval. When requested by the Issuer, BOKFS will appeal on Issuer's behalf to
provide appropriate testimony at public hearings before state and other governmental
commissions and boards. BOKFS will also participate in any preliminary conferences with
the staff of any state or governmental agencies, as necessary.
•
BOKFS will annually coordinate the preparation and filing of the Issuer's ongoing disclosure
obligations required pursuant to SEC Rule 15(c)2-12 for Issuer's debt obligations and
provide guidance on the submission thereof.
• Issuer will coordinate the use of other consultants, as necessary, to perform ongoing
activities to ensure the Issuer remains in compliance with applicable Federal and State laws.
APPENDIX B - DESCRIPTION OF ADDITIONAL SERVICES
Upon the request of an authorized representative of the Issuer, BOKFS (or one or more
affiliates of BOKFS) will perform the following financial advisory services pursuant to the terms
of the Agreement subject to the mutual agreement of the Issuer and BOKFS regarding the terms
and conditions thereof
• Advise and assist the Issuer in connection with the administration of any of the Issuer's
outstanding obligations, including extensions or substitutions of credit or liquidity facilities
to support Issuer Obligations and mode conversions for variable rate obligations.
• Advise and assist the Issuer with regard to the exercise of any redemptions of outstanding
Issuer Obligations
• Purchase such investments as may be directed and authorized by Issuer to be purchased. To
the extent that BOKFS is entitled to receive fees or other compensation in any form from a
third party with respect to investment activities on behalf of the Issuer, BOKFS will disclose
to the Issuer the nature and amount of any such compensation so that the Issuer may consider
the information in making its investment decision.
• Provide other services (either directly or through an affiliate of BOKFS) with respect to
matters which do not involve or affect the financial advisory services covered within the
Agreement, including:
Trust Services,
* Cash/Investment Management Services,
Financial Products Advisory Services (relating to the use and execution of financial
products and certain hedging transactions),
* Other Fiscal, Consulting or Advisory Services.
APPENDIX C —
DISCLOSURE STATEMENT OF BOK FINANCIAL SECURITIES, INC.
This Disclosure Statement is provided by BOKFS to the Issuer in connection with the Agreement
and is dated as of the same date as the Agreement.
Disclosures of Conflicts of Interest
MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures
relating to any actual or potential material conflicts of interest, including certain categories of
potential conflicts of interest identified in Rule G-42, if applicable.
Accordingly, BOKFS makes the following disclosures with respect to material conflicts of
interest in connection with the Scope of Services together with explanations of how BOKFS
addresses or intends to manage or mitigate each conflict. To that end with respect to each of the
conflicts disclosed below, BOKFS mitigates such conflicts through its adherence to its fiduciary
duty to the Issuer, which includes a duty of loyalty. This duty of loyalty obligates BOKFS to deal
honestly and with the utmost good faith with the Issuer and to act in its best interests without regard
to BOKFS's financial or other interests The disclosures below describe, as applicable, any
additional mitigations that may be relevant with respect to any specific conflict disclosed below.
I. Other Municipal Advisor or Underwriting Relationships. BOKFS serves a wide
variety of other clients that may have interests that could have an impact on the Issuer's interests.
For example, BOKFS serves as municipal advisor to other municipal issuers and, in such cases,
owes a regulatory duty to such other clients just as it does to the Issuer under the Agreement. These
other clients may have competing interests and BOKFS could face a conflict of interest arising
from these competing client interests. Additionally, as a full -service broker -dealer, BOKFS is also
engaged as a bond underwriter/placement agent for other municipal issuers in either the
competitive, negotiated or private placement sale market. In this regard, BOKFS may be serving
as a bond underwriter at the same time it is providing advisory services to the Issuer and a
competing interest could arise given our role as a bond underwriter to another municipal issuer.
None of these othei engagements or relationships would impair BOKFS s ability to fulfill its
regulatory duties to the Issuer.
II. Broker -Dealer and Investment Advisory Business. BOKFS is a broker -dealer and
investment advisory firm that engages in a broad range of securities -related activities, in addition
to serving as a municipal advisor or underwriter. Such securities -related activities may be
undertaken on behalf of, or as counterparty to, the Issuer, its personnel, and current or potential
investors in its securities. These other clients may have interests in conflict with the Issuer's
interests and the interests of such othei clients could create the incentive for BOKFS to make
recommendations to the Issuer that could result in more advantageous pricing for the other clients.
Furthermore, any potential conflict arising from BOKFS effecting or otherwise assisting such other
clients in connection with such transactions is mitigated by means of such activities being engaged
in on customary terms through units of BOKFS that operate independently from BOKFS's
municipal advisory business, thereby reducing the likelihood that the interests of such other clients
would have an impact on the services provided by BOKFS to the Issuer.
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III. Municipal Activities with Other Issuer Financing Team Members. In the normal
course of business, BOKFS may engage in municipal trading and underwriting activities with other
members of the Issuer's financing team, including but not limited to, bond counsel, underwriter's
counsel and bond underwriters. This may include BOKFS serving as a bond underwriter for a
municipal issuer in which the Issuer's bond counsel is serving as BOKFS's counsel, an Issuer's
underwriter is serving as a municipal advisor and/or an Issuer's underwriter is serving as an
underwriting syndicate member with BOKFS Such a situation could present a conflict as BOKFS
and members of its financing team jointly participate, from time to time in other municipal
security transactions for compensation. None of these other engagements of relationships would
impair BOKFS's ability to fulfill its regulatory duties to the Issuer and the potential conflicts of
interest are mitigated as BOKFS relies upon the Issuer to select its other financing team members,
including bond counsel and bond underwriters.
IV. Compensation -Based Conflicts. The fees due under the Agreement will be based on
the dollar amount of bond proceeds and the payment of such fees shall be contingent upon the
delivery of a bond issue. While this form of compensation is customary in the municipal securities
market, this may present a conflict because it could create an incentive for BOKFS to recommend
unnecessary financings. Additionally, the fees due under the Agreement vary based upon the type
of sale and the financing structure implemented. As such, this may present a conflict because it
could create an incentive for BOKFS to recommend disadvantageous financings to generate a
higher fee These conflicts of interest are mitigated by our adherence to our responsibilities
described above.
V. Secondary Market Transactions in the Issuer's Securities. As part of its municipal
trading activities in the secondary market, BOKFS may take a principal position in securities
including the Issuer's securities, and therefore BOKFS could have interests in conflict with the
Issuer with respect to the value of its securities while held in inventory and the levels of mark-up
or mark-down that may be available in connection with purchases and sales thereof. In particular,
BOKFS or its affiliates may submit orders for and acquire your securities issued under the
Agreement from members of the underwriting syndicate either for its own account or for the
accounts of its customers. This activity may result in a conflict of interest with the Issuer in that it
could create the incentive for BOKFS to make recommendations to the Issuer that could result in
more advantageous pi icing of its bond in the marketplace Any such conflict is mitigated by the
applicable MSRB rules that prohibit BOKFS (as the municipal advisor) to act as an underwriter
foi an Issuer's bond sale in the primary market and BOKFS secondary market activities operate
independently from BOKFS's municipal advisory business, thereby reducing the likelihood that
such investment activities would have an impact on the services provided by BOKFS to the Issuer
VI. Affiliate Conflicts. Any affiliate of BOKFS (the `Affiliate') may provide certain
advice, services and/or products to the Issuer that may be directly related to BOKFS's activities.
In particular, BOKF, NA may serve as Paying Agent/Registrar and/or Escrow Agent on future
bond sales. The Affiliate's business with the Issuei could create an incentive for BOKFS to
recommend to the Issuer a course of action designed to increase the level of the Issuer's business
activities with the Affiliate or to recommend against a course of action that would reduce or
eliminate the Issuer's business activities with the Affiliate. This potential conflict is mitigated by
the fact that the Affiliate is subject to comprehensive regulatory review.
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VII. Disclosures of Information Regarding Legal Events and Disciplinary History.
MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of
legal or disciplinary events material to its client's evaluation of the municipal advisor or the
integrity of the municipal advisor's management or advisory personnel. Accordingly, BOKFS sets
out below required disclosures and related information in connection with such disclosures.
(a) Material Legal or Disciplinary Event. Other than the disclosures summarized
below, which may be material to the Issuer's evaluation of BOKFS or the integrity of BOKFS's
management or advisory personnel, there are no legal or disciplinary events that should be
disclosed on any Form MA or Form MA -I filed with the SEC.
• June 18, 2015 — An order was issued against BOKFS by the U.S. Securities and
Exchange Commission. The allegations were related to the due diligence
conducted by the firm to establish a reasonable basis that certain material
representations made by issuers in official statements connected with the
offerings were accurate. The violations were self -reported by BOKFS pursuant
to the SEC's Municipalities Continuing Disclosure Cooperation ("MCDC")
Initiative.
• October 21, 2015 - A regulatory action against BOKFS by FINRA was resolved
via an Acceptance, Waiver & Consent. The allegations were related to "fair and
reasonable" pricing of corporate bond transactions.
• March 11, 2019 — An order was issued against BOKFS by the U.S. Securities and
Exchange Commission. The allegations were related to inadequate disclosure
language in the firm's ADV brochures regarding the selection of mutual fund
share classes that contain 12b-1 fees when share classes that did not contain 12b-
1 fees were potentially available. The violations were self -reported by BOKFS
pursuant to the SEC's Share Class Selection Disclosure ("SCSD") Initiative.
Details of the events disclosed above can be found in the firm's Form MA available through the
SEC's EDGAR Filing System (https ://www. sec .gov/edgar/searchedgar/companysearch . html).
Search for "BOK Financial Securities, Inc." to view the firm's most recent Form MA filing.
(b) Future Supplemental Disclosures. As required by MSRB Rule G-42, this
Disclosure Statement may be supplemented or amended, from time to time as needed, to reflect
changed circumstances resulting in new conflicts of interest, or to provide updated information
with regard to any legal or disciplinary events of BOKFS. BOKFS will provide the Issuer with any
such supplement or amendment as it becomes available throughout the term of the Agreement.
VIII. Related Disclosures Relevant to You. From time to time, BOKFS will make
contributions to various charities, non -profits or associations within the Issuer boundaries. While
•related to the Issuer, the Issuer maywish
we do not believe these contributions create anyconflicts a
to consider anyfuture impact such circumstances mayhave on how BOKFS conducts its activities
p
with the Issuer.
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