HomeMy WebLinkAboutContract 45387-A5 9 � CITY SECRETARY CONTRACT NO. LIS 3gr1
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gj)'Or 0"OjB AMENDMENT NO. 5 TO
C/�SFC9�Rr ' CITY SECRETARY CONTRACT NO. 45387
ARBITRAGE REBATE COMPLIANCE SERVICES
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
First Southwest Asset Management,LLC, (hereafter"Consultant"), a Delaware Corporation.
WHEREAS, the parties have previously entered into City of Fort Worth City Secretary
Contract No. 45387 (the"Contract"), which was executed on August 1, 2013; and
WHEREAS,the Contract for the purpose to perform arbitrage rebate compliance 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. 45387 A-3 with an expiration date of July 31, 2017; and
WHEREAS, the Contract was amended to extend the term for one year in City Secretary
Contract No. 45387 A-4 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 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;
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
1.
Section 7, 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/'First Southwest Asset Management
Page 2 of 3
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONSULTANT:
By: - 4-->
tsa� Susan Alanis By:
sis nt City Manager Name:
Date: "71 1-A 1 4—IS21<kj Title: 4\cr—
Date:
APPROVAL RECOMMENDED:
ATTEST:
By:
Name: Aar n ovos
Title: Chief Financial Officer By: I�7QJ
ATTEST: SOF F.op;�' e-
)e
50
By:
City Se et
CONTRACT COMPLIANCE M
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all performance
and reporting requirements.
By:
Samford-----"'
Title: Assistant Finance Director
APPROVED AS TO FORM AND LEGALITY:
By: 'Nte
Rame: Jo Ann
Ptic: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:C--c;Lg
1 3C -1 red fx)C4 i aLA
1295 Certification:NL4-(-NL i
CFW/First Southwest Asset Management OFFICIAL RECORD
Page 3 of 3 CITY SECRETARY
FT.WORTH,TX
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