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Home My WebLink AboutContract 45274-A3 i CITY SECRETARY CONTRACT NO.' �srFOT�1��BO F�9��Y ry AMENDMENT NO.3 TO CITY SECRETARY CONTRACT NO. 45274 FINANCIAL ADVISORY 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 Estrada Hinojosa& Company,Inc. (hereafter"Consultant'), a Texas Corporation. WHEREAS, the parties have previously entered into City of Fort Worth City Secretary Contract No.45274 (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 expires on July 31,2014;and WHEREAS, the term of the contract 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 of the contract for an additional year in City Secretary Contract 45274 A-1 with an expiration date of July 31, 2017; and WHEREAS,the contract was amended to extend the term of the contract for an additional year in City Secretary Contract 45274 A-2 with an expiration date of July 31, 2018; and WHEREAS, the City and Consultant, now wish to extend the term of the Contract for continued services pursuant to the original Contract. NOW, THEREFORE, City and Consultant acting herein by the through their duly authorized representatives,enter into the following agreement to amend the contract: 1. OFVICML RECORD CM NCRRI ARV ".1lIom,"PX Section 2,Term. The term of the Contract is hereby amended to extend the term to expire July 31, 2019, 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. (Signature page Follows) CFW/Estrada Hiaojosa&Company Page 2 of 3 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONSULTANT.• By: &222= By: ame• Susan Alanis Name:/2o Gr7� /Q• ES a. Assistant City Manager Title: Date: & Date: e/�� APPROVAL RECOMMENDED: ATTEST: By: "I — Name: Aaron Bovos By: Title: Chief Financial Officer FORT�'tle: ATTEST: 0. By: /City Se ret CONTRACT COMPLIANCE MAPS By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance a report' g i ents. By: Name: John Samford Title: Assistant Finance Director APPROVED AS TO FORM AND LEGALITY: By: _ e: Jo Ann ate itle: Assistant City Attorney CONTRACT AUTHORIZATION: 1295: t$ CFW/Estrada I inojosa&Company Page 3 of 3 OFHLIA&k&ORD CITY SECRETARY FT.Wow"*'X City of Fort Worth, Texas Mayor and Council Communication CDIJNCII�<�l Ti l � .1#pprov dY+�h 612412Q18i DATE: Tuesday, June 26, 2018 REFERENCE NO.: **C-28735 LOG NAME: 13AMEND NO. 2 FA CONTRACT MM FMS SUBJECT: Authorize Amendments and Extensions to Existing Agreements 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 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 amendments to existing Agreements 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: The purpose of this Mayor and Council Communication is to authorize amendments to existing Agreements to allow the current providers to continue delivering financial advisory, arbitrage rebate compliance, and continuing disclosure services for the City. On July 23, 2013, (M&C C-26350) the City Council authorized contracts with First Southwest Company (City Secretary Contract (CSC) No. 45144) and Estrada Hinojosa & Company (CSC No. 45274) to provide financial advisory services and with First Southwest Asset Management, Inc. (CSC No. 45387) and FSC Disclosure Services, a Division of First Southwest Company (CSC No. 45200) to provide 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. In accordance with 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 Logname: 13AMEND NO. 2 FA CONTRACT MM FMS Page 1 of 2 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, 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 2018 budget of the General Fund, Finance Department appropriations. FUND IDENTIFIERS (FIDs): TO Fund Department ccoun Project Program ctivity Budget Reference # moun ID ID Year (Chartfield 2) FROM Fund Department ccoun Project JProgram ctivity Budget Reference # moun ID ID Year Chartfield 2 CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Alex Laufer (2268) ATTACHMENTS 1. Form 1295 and CIQ FirstSouthwest A Division of Hilltop Securities Inc.pdf (Public) Logname: 13AMEND NO. 2 FA CONTRACT MM FMS Page 2 of 2 CERTIFICATE OF INTERESTED PARTIES FORM 1295 loft 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 parries. 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 12018-365734 Estrada Hinojosa&Co., Inc. Dallas,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which t e farm is 06108/2018 being filed. City of Fort Worth Date Ackn wledged: g 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. 45274 Municipal Advisory Services Nature of interest 4 Name of Interested Part ,State,Country ace of business Party City, try(p1 ) (check applicable) Controlling Intermediary Hinojosa,Noe Dallas,TX United States X Estrada,Robert Dallas,TX United States X Nolan,Thomas Dallas,TX United States X Garza,Jorge Dallas,TX United States X Gonzales,Donald Dallas,TX United States X Williams,Ulysses Houston,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is �e3M Q S and my date of birth Is Myaddressis ��t�] M0. .. 01 S 1 fljZ.OlA (street) (City) (state) (zip coda) (country) I declare under penalty of perjury that the foregoing Is true and correct. ^� Executedin 1 Q s County, State of��G S on the2.Vk day of J uta @ 20 (month) (year) Signature ofaut orf ed agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523