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Home My WebLink AboutContract 45144-A1 l L csc No. AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 45144 FINANCIAL ADVISORY AGREEMENT This Amendment is entered into by and between the City of Fort Worth (hereafter "City"), a home rule municipal corporation organized under the laws of the State of Texas, with its principal place of business at 1000 Throckmorton Street, Fort Worth, Texas, and FirstSouthwest, A Division of Hilltop Securities, Inc., (hereafter "Contractor"), 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 Consultant known as First Southwest Company was acquired by Hilltop Securities Holdings and is now FirstSouthwest, A Division of Hilltop Securities, Inc., and WHEREAS,the Contract for the purpose to perform financial advisory services; and WHEREAS,the original term of the Contract expires on July 31, 2016; 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. The first sentence of the agreement shall read as follows: This Financial Advisory Agreement (the "Agreement") is made and entered into by and between City of Fort Worth, a home-rule municipal corporation of the State of Texas ("Issuer") and FirstSouthwest, A Division of Hilltop Securities, Inc., a Delaware corporation(Consultant) effective as of August 1, 2013. 2. Section 2, Term. The term of the Contract is hereby amended to extend the term to expire July 31, 2017, unless terminated earlier in accordance with the Contract. Extension of the term shall not require an increase of Consultant's Fee under the Contract. 3. All other provisions of the Contract which are not expressly amended herein shall remain OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX i in full force and effect. 4. The individual signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. The other party is fully entitled to reelyy on this warranty and representation in entering into this Agreement. Executed on this thglJ day of 52016. CITY OF FORT WORTH: FIRSTSOUTHWEST, A DIVISION OF HILLTOP SECURITIES,INC. By:. By: Issan Alanis David K. ed nich sistant City Manager Vice Chairman Date: j U Q ATTEST-, By: $ y M ayser ,s City Secretary 10�°°°°°"°" APPROVED AS TO FORM AND LEGALITY: Recommend and Approved by: By: Will Trevino Assistant City Attorney Aaron Bovos, Director of Finance Contract Authorization: M&C: C-26350 approved on July 23, 2013; and P-11889 approved June 28, 2016. Form 1295 Certification: 2016-60855 Amendment No. 1 to CSC No.45144 -- Page 2 of 2 7 hK M&C Review Official ITY COUNCIILA GENDA COUNCIL ACTION: Approved on 6/28/2016 REFERENCE ** 13P1313AMEND FA CONTRACT DATE: 6/28/2016 NO.: P-11889 LOG NAME: MJ FMS CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Amendments and Extensions 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 amendments 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 amendments will allow the City to continue these services for an additional year. The amendments will also acknowledge the following changes in ownership. First Southwest Company and FSC Continuing Disclosure Services were acquired by Hilltop Securities, Inc., and First Southwest Asset Management, Inc., is now First Southwest Asset Management, LLC. 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. 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 http://www.foitworthgov.org/council_packet/mc_review.asp?ID=22412&councildate=6/28/2016[7/5/2016 3:00:53 AM] M&C keview 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, 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, appropriate debt service funds, and/or appropriate operating funds. BQN\\ TO Fund Department Account Project Program I Activity I Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID Year (Chartfield 2) Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Marilyn Jackson (2059) Jack Dale (8357) ATTACHMENTS Form 1295 Estrada Hinoiosa Coif aannv pdf Form 1295 First Southwest Company and CIQ 052516.pd http://www.fortworthgov.org/council_packet/mc_review.asp?ID=22412&councildate=6/28/2016[7/5/2016 3:00:53 AM] WF� CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f1 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. 2016-60855 FirstSouthwest,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 05/24/2016 being filed. City of Fort Worth Date Ackno leded: 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. CS-45274 Fin Adv.Agreement Financial Advisory 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 Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. KELLY NICOLE BRAGG ?_° 6S Notary Public,State of Texas u• � My Commission Expires September 10, 2016 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said S�C�f 1 W i Lt this the day of 20 Ile to certify which,witness my hand and seal of ice. Xign�qZe of i er administe ath Printed name of officer administ ath 1"itleof offi r administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021