HomeMy WebLinkAboutContract 45200-A1 CITY SECRETARY —
CONTRACT NO. 1�
CITY SECRETARY CONTRACT NO.
AMENDMENT NO. I 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 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:
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1.
Section 8, 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.
2.
All other provisions of the Contract which are not expressly amended herein shall remain
in full force and effect.
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(SIGNATURE PAGE FOLLOWS)
CFW 1 FSC Continuing Disclosure Services
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ACCEPTED,AGREED,AND WITH AN EFFECTIVE DATE OF AUGUST 1,2016:
CITY OF FORT WORTH:
CONSULTANT:
Susan Alanis By:
Assistant City Manager Name: 'J a--)yCn Ca vi-4
Title: C..1-0 -
Date: -,'5M / 7
Date:
APPROVAL RECOMMENDED:
ATTEST:
By:
Name: Aaron Bovos
Title: Chief Financial Officer By:
ATTEST: Title:
By- 7 �j OF f
ity Secretary J`
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person :ti
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements. qS
By: J_�_
Name: ohn Samford
Title: Assistant Finance Director
APPROVED AS TO FORM AND LEGALITY:
7
By:
Na n Pate
)Oe:
Assistant City Attorney
OFFICIAL RECORD
CONTRACT AUTHORIZATION: CITY SECRETARY
M&C: P-11889 FT.WORTH,TX
1295 Certification:
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 FORTIVORTIll
COUNCIL ACTION: Approved on 6/28/2016 _
REFERENCE ** 13P1313AMEND FA
DATE: 6/28/2016 NO.: P-11889 LOG NAME: CONTRACT 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 BIDE 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
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22412&councildate=6/28/2016 8/4/2017
M&C Review Page 2 of 2
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.
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Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Marilyn Jackson (2059)
Additional Information Contact: Jack Dale (8357)
ATTACHMENTS
Form 1295 Estrada Hinoiosa Company.pdf
Form 1295 First Southwest Company and CIQ 052516.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22412&councildate=6/28/2016 8/4/2017