HomeMy WebLinkAboutContract 45144-A2 4� 3 CITY SECRETARY qvZ�(� - Z
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C rY OF FORT WORTH AMENDMENT NO.2
CITY SECRETARY TO CITY SECRETARY CONTRACT NO. 45144
FINANCIAL ADVISORY SERVICES AGREEMENT
.9
This Amendment is entered into by and between the City of Fort Worth (hereafter
"City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise
Counties, Texas, with its principal place of business at 200 Texas Street, Fort Worth, Texas, and
FirstSouthwest, A Division of Hilltop Securities, Inc., (hereafter "Consultant"), a Delaware
Corporation.
WHEREAS, the parties have previously entered into City of Fort Worth City Secretary
Contract No. 45144 (the "Contract"),which was executed on August 1, 2013;and
WHEREAS, the Contract for the purpose to perform financial advisory services; and
WHEREAS, the original term of the Contract expired on July 31, 2014; and
WHEREAS, the term was renewed for two one-year terms with an expiration date of
July 31,2016; and
WHEREAS, the Contract was amended to extend the term for one year in City Secretary
Contract No. 45144 A-1 with an expiration date of July 31, 2017; and
WHEREAS, the City and Consultant, now wish to amend the contract to extend the term of the
Contract for continued services pursuant to the original Contract for an additional year.
NOW, THEREFORE, City and Consultant acting herein by the through their duly
authorized representatives, enter into the following agreement to amend the contract:
1.
Section 2, Term. The term of the Contract is hereby amended to extend the term to
expire July 31, 2018, unless terminated earlier in accordance with the Contract. Extension of the
term shall not require an increase of Consultant's Fee under the Contract.
OFFICIAL RECORD
CI'T'Y SECRETARY
FT.WORTH,TX
2.
All other provisions of the Contract which are not expressly amended herein shall remain
in full force and effect.
[REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK]
(SIGNATURE PAGE FOLLOWS)
CFW/FirstSouthwest
Page 2 of 3
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONSULTAP,".
By: By: _
Susan Alanis Name: k"A-V I K ,0&fdxja-f,f"<4'
Assistant City Manager Title: V t& GkGu rrr►4-h
Date: 72 c7- Date: fel Z 01 -7
APPROVAL RECOMMENDED:
ATTEST:
By: il—Ak
Name: Aaron Bovos By:
Title: Chief Financial Officer
Title: q �-e A755k t4-h1
ATTEST:
Of FOR�,l2
By:
City Sec
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person AS
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By:
Name:lohn Samford
Title: Assistant Finance Director
APPROVED AS T FORM AND LEGALITY:
By: �.----
me: Jo Ann
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: P-12054
1295 Certification: 2017-194120
CFW/FirstSouthwest LOFFICIAL
Page 3 of 3
CORDARY
O 1rx
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTWORT11
COUNCIL ACTION: Approved on 6/6/2017
REFERENCE ** 13P1313AMEND NO. 2 FA
DATE: 6/6/2017 NO.: P-12054 LOG NAME: CONTRACT MM FMS
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Amendment No. 2 to Existing Contracts with FirstSouthwest, A
Division of Hilltop Securities, Inc., FSC Continuing Disclosure Services, A Division of
Hilltop Securities, Inc., First Southwest Asset Management, LLC, and Estrada Hinojosa &
Company, Inc., Extending the Term of the Contracts for an Additional Year for the
Financial Advisory, Arbitrage Rebate and Continuing Disclosure Services for the
Financial Management Services Department (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of necessary Amendment No. 2 to
existing contracts with FirstSouthwest, A Division of Hilltop Securities, Inc., FSC Continuing
Disclosure Services, A Division of Hilltop Securities, Inc., First Southwest Asset Management, LLC,
and Estrada Hinojosa & Company, Inc., extending the term of the contracts for an additional year for
the provision of financial advisory, arbitrage rebate and continuing disclosure services for the
Financial Management Services Department.
DISCUSSION:
On July 23, 2013, (M&C C-26350) the City Council authorized contracts with First Southwest
Company (City Secretary Contract (CSC) No. 45144), First Southwest Asset Management, Inc. (CSC
No. 45387), FSC Disclosure Services, a Division of First Southwest Company (CSC No. 45200) and
Estrada Hinojosa & Company (CSC No. 45274) to provide financial advisory, arbitrage rebate
compliance services and continuing disclosure services to the City. The Amendment No. 2 will allow
the City to continue these services for an additional year.
FirstSouthwest, a Division of Hilltop Securities, Inc., and Estrada Hinojosa & Company, Inc., have
satisfactorily served as the City's co-financial advisors for over a decade. The fee structure for
financial advisory services will be a base fee in the amount of$35,000.00 plus $0.75 per$1,000.00
denomination for each series of bond issues. As in the current contract, the fee will be split 65/35
between the two firms, respectively.
M/WBE Office- FirstSouthwest, a Division of Hilltop Securities, Inc., the lead financial advisor, and
Estrada Hinojosa & Company, Inc., a certified minority-owned firm and the co-financial advisor, are in
compliance with the City's BDE Ordinance by committing to the work fees on bond transactions being
split 65/35 between the two firms respectively on this project.
Typically, no charges for financial advisory services related to bond transactions are incurred unless
bonds are actually sold. The Agreements will also provide for the financial advisors to provide special
financial consulting work not directly related to a bond sale with compensation paid based on an
hourly rate ranging from the amount of$75.00 for work performed by administrative assistants to the
amount of$250.00 per hour for work performed by managing directors, executive vice presidents or
senior vice presidents. An individual engagement letter will be executed for each special project
compensated on an hourly basis.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24629&councildate=6/6/2017 7/26/2017
M&C Review Page 2 of 2
Arbitrage rebate compliance services will be provided by First Southwest Asset Management, LLC,
and FSC Disclosure Services, A Division of Hilltop Securities, Inc., will provide continuing disclosure
services. Disclosure services will be compensated at a rate of$2,500.00 per year for assistance in
preparation and distribution of each annual report and the amount of$3,500.00 per year for
distribution of audited financial statements. Arbitrage rebate compliance services will be
compensated at a rate of$1,400.00 per computation year. Additional fees would apply for specialized
arbitrage-related services, if needed, in connection with an IRS refund request of commercial paper
calculations.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds required to pay financial advisory fees will be available
from proceeds of bond sales and/or appropriate operating funds. Expenses associated for arbitrage
calculations and continuing disclosure are included in the Fiscal Year 2017 budget of the General
Fund, Finance Department appropriations.
BQN\\MM
TO
Fund Department Account Project Program Activity Budget I Reference# Amount
ID ID Year Chartfield 2) T
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID I I Year Chartfield 2
Submitted for City Manager's Office b- Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: May Ma (2058)
Jack Dale (8357)
ATTACHMENTS
Form 1295 and CIQ Estrada Hinojosa and Company Inc.pdf
Form 1295 and CIQ FirstSouthwest A Division of Hilltop Securities Inc..pdf
Form 1295 and CIQ FirstSouthwest Asset Manac
jernent.pdf
Form 1295 and CIQ FSC CONTINUING DISCLOSURE SERVICES.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=24629&councildate=6/6/2017 7/26/2017
CERTIFICATE OF INTERESTED PARTIES FORM 1295
101`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. 12017-194120
FirstSouthwe%a Division of Hilltop Securities Inc.
Dallas,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 04/18/2017
being filed.
City of Fort Worth Date Acknow edged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contr ct,and provide a
description of the services,goods,or other property to be provided under the contract
Contract No.45144A2
Financial Advisory Services
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Feinberg, Hill A Dallas,TX United States X
Peterson,Robert W Dallas,TX United States X
Muschalek,John R Dallas,TX United States X
Edge,J Michael Dallas,TX United States X
Leventhal, Laura Dallas,TX United States X
Hilltop Securities Holdings LLC Dallas,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penally of perjury,that the above disclosure is true and correct.
tr'O
= '"= KELLY BRAGG
:.I My Notary ID 8125389720 •
I:xprea September 20.2020
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Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworntoand subscribed before me,by the said -...R rA ZL LJs'jj'%0jffiS ,this the day of
20 T ,to certify which,witness my hand and seal of office.
41t.-&A Oki&q!l A-4,41 g ;u
%natu(bof officirladrillinisteri~ Printed name of officer adifirilkering oath Tule of ministering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883