The URL can be used to link to this page

Home My WebLink AboutContract 45200-A2 CITY sECRETARY1 CONTRACT NO. CITY SECRETARY CONTRACT NO. AMENDMENT NO. 2 TO CITY SECRETARY CONTRACT NO. 45200 CONTINUING DISCLOSURE SERVICES AGREEMENT 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 FSC Continuing Disclosure Services, 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. 45200 (the "Contract"), which was executed on August 1, 2013; and WHEREAS,the Contract for the purpose to perform continuing disclosure 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. 45200 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: h61 g91011r2 Ep OFFICIAL RECORD g oll'oF ? CITY SICRI l`ARY Imo.WORTH,TX a`�<110l 6 % L 1. Section 8, 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. 2. All other provisions of the Contract which are not expressly amended herein shall remain in full force and effect. [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] (SIGNATURE PAGE FOLLOWS) CFW/FSC Continuing Disclosure Services Page 2of3 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONSULTANT e Susan Alanis OCLI—� Assistant City Manager By. Name: U 7—an Ya a 1 V' Date: Title: � �� lI Date: APPROVAL RECOMMENDED: ATTEST: By: x4m,////, Name: a on ovos Title: Chief Financial Officer By: ATTEST: Title: Bity Secretary OF .... /7'ST� �' •:�Z CONTRACT COMPLIANCE MANAGER: '0 By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance ,qs"" and reporting requirements. By: Name: ohn Samford Title: Assistant Finance Director APPROVED AS TO FORM AND LEGALITY: By: 1,'14�2 a o e T' e: Assistant City Attorney OFFICIAL RECORD CONTRACT AUTHORIZATION: CITY SECRETARY M&C: P-12054 1295 Certification: 2017-195091 FT.WORTHO TX CFW/FSC Continuing Disclosure Services Page 3 of 3 M&C Review Page 1 of 2 Official site of the City of Fort Worth.Texas CITY COUNCIL AGENDA RAT II 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. Arbitrage rebate compliance services will be provided by First Southwest Asset Management, LLC, http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24629&councildate=6/6/2017 8/4/2017 M&C Review Page 2 of 2 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 Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I ID I I Year Chart field 2 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: May Ma (2058) Jack Dale (8357) ATTACHMENTS Form 1295 and CIQ Estrada Hinoiosa and Company Inc.pdf Form 1295 and CIQ FirstSouthwest A Division of Hilltop Securities Inc_pdf Form 1295 and CIQ FirstSouthwest Asset Management.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 8/4/2017 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. 2017-195091 FSC Continuing Disclosure Services,a Division of Hilltop Securities Inc. Dallas,TX United States Date Filed: 2 Name of governmental entity or state agency that is a parry to the contract for which the form is 04/19/2017 being filed. City of Fort Worth Date Acknowledged: / �G 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 Contract No.45200 Continuing Disclosure Services Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling 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 Parry. ❑ 6 AFFIDAVIT I swear,or affirm,under n of u that the above disclosure is true and correct. mreaross.rs..rar Pe �Y ParlrY• ,PYvPPATRICK BUTTS .ea:'.. 3�Z a° a Notary Public,State of Texas i;? Comm.Expires 01-19-2021 Notary ID 3886969' qZ4� h arnN Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the saidy �i��I! • this the day of 20� certify which,witne hand and s� I of office. T&-(V,a ignature of o icer administering oath Printed name of officer administering oath itle of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883