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Home My WebLink AboutContract 45144-A5 CSC No. 45144-A5 AMENDMENT NO.5 TO FORT WORTH CITY SECRETARY CONTRACT NO.45144 FINANCIAL ADVISORY AGREEMENT This Amendment No. 5 to Fort Worth City Secretary Contract No. 45144 ("Amendment")is made and entered into by and between the City of Fort Worth, a home rule municipal corporation of the State of Texas("Issuer"or"City"),and FirstSouthvvest,A Division Of Hilltop Securities,Inc.,a Delaware Corporation ("FSC"or"Consultant"). WHEREAS,Issuer and FSC previously entered into an agreement for financial advisory services,the same being Fort Worth City Secretary Contract No.45144(the"Agreement");and WHEREAS,the Agreement provided for an initial term of one year and two one year renewals;and WHEREAS,the Agreement was subsequently amended three times,with each amendment extending the term for an additional one year period, those amendments being Fort Worth City Secretary Contracts 45144-A1,A2,and A3;and WHEREAS,in 2019 the parties again entered into an amendment to extend the term and also to add language conforming with changes in Texas law, that amendment being Fort Worth City Secretary Contract No.45144-A4;and WHEREAS,the current renewal term expires on July 31,2020;and WHEREAS, the Issuer and FSC wish to again amend the Agreement, as previously amended by Fort Worth City Secretary Contract No.45144-A4,to provide an additional six month extension for continued services. NOW, THEREFORE, City and Consultant, acting herein by and through their duly authorized representatives,agree as follows: 1. That Section II,"TERM OF AGREEMENT,"of Fort Worth City Secretary Contract No. 45144, as previously amended, is hereby further amended and revised to provide that the Agreement shall continue in effect under the same terms and agreements until January 31, 2021, unless terminated earlier in accordance with Section III of the Agreement. 2. All other provisions of the Agreement,as amended,that are not expressly amended herein shall remain in full force and effect. Amendment No.5—Financial Advisory Agreement OFFICIAL RECORD Page 1 of 2 CITY SECRETARY FT. WORTH, TX 3. This Amendment may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. IN WITNESS WHEREOF,the parties have executed this Amendment to be effective August 1.2020. CITY OF FORT WORTH: FIRSTSOUTHWEST,A DIVISION OF HILLTOP SECURITIES,INC. By: Jesus J.Chapa(Aug 12, 020 09:53 CDT) By: U-01� Name: Jesus"Jay"Chapa Name: Deputy City Manager Title: ��►�,�1 /t1�,��;��,��,� Aug2 2020 4d44oun�Il Date: g �0 FORT°9�o Date: w- (� 7. � ATTEST: p° _° ATTEST: aoo *� Z /� Oaan nEapSdpp 13y: By: nr.. City Secretary Title: V, e- ?(,rur,9 „4- CONTRACT COMPLIANCE MANAGER: 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: = r SZ Name: John Samford,Assistant Finance Director APPROVED AS TO FORM AND LEGALITY: Denis C.McElroy,Assistant City Attorney Contract Authorization: M&C 20-0442 Amendment No.5—Financial Advisory Agreement OFFICIAL RECORD Page 2 of 2 CITY SECRETARY FT. WORTH, TX M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT WORTH DATE: 6/23/2020 REFERENCE NO.: **M&C 20-0442 LOG NAME: 13FIN ADVISOR AMEND 4 CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Amendments to Existing Agreements with Hilltop Securities, Inc. and Estrada Hinojosa &Company, Inc. for Financial Advisory Services and with HTS Continuing Disclosure Services, a Division of Hilltop Securities, Inc., and Hilltop Securities Asset Management, LLC for Continuing Disclosure and Arbitrage Rebate Services for the Financial Management Services Department with Amendments Extending the Term of Each Agreement(ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of necessary amendments to existing Agreements with Hilltop Securities, Inc. (formerly known as FirstSouthwest) and Estrada Hinojosa & Company, Inc. for the provision of financial advisory services and with HTS Continuing Disclosure Services, a Division of Hilltop Securities, Inc., and Hilltop Securities Asset Management, LLC, for continuing disclosure and arbitrage rebate services for the Financial Management Services Department, with amendments extending each agreement for an additional six month period with one six month renewal for each. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) 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 while staff undertakes a new procurement process for these services. On July 23, 2013, (M&C C-26350)the City Council authorized contracts with Hilltop Securities, Inc. (formerly known as First Southwest) (City Secretary Contract (CSC) No. 45144)and Estrada Hinojosa & Company(CSC No. 45274)to provide financial advisory services and with Hilltop Securities Asset Management, Inc. (CSC No. 45387)and HTS Disclosure Services, a Division of Hilltop Securities (CSC No. 45200)to provide arbitrage rebate compliance services and continuing disclosure services to the City. The proposed amendments will allow the City to continue these services for an additional six month period with a further six month renewal option, at the City's discretion, if needed. 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. Typically, no charges for financial advisory services related to bond transactions are incurred unless bonds are actually sold. Funds required to pay financial advisory fees will be available from proceeds of bond sales and/or participating operating funds. 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. http://apps.cfwnet.org/council_packet/mc—review.asp?ID=2801 1&councildate=6/23/2020 8/21/2020 M&C Review Page 2 of 2 Arbitrage rebate compliance services will be provided by Hilltop Securities Asset Management, LLC, and HTS 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. Funds required to pay arbitrage calculation and continuing disclosure fees will be paid from the General Fund and General Debt Service Fund. 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. M/WBE Office- 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. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds will be available from proceeds of bond sales and/or participating operating funds upon issuance of bonds, and that funds are currently available in the General Fund and General Debt Service Fund as previously appropriated, to support the approval of the recommendation and execution of the contracts. Prior to any expenditure being incurred, the Financial Management Services Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account I Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Jesus Chapa (5804) Originating Department Head: Reginald Zeno (8517) Additional Information Contact: John Samford (2318) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc—review.asp?ID=2801 1&councildate=6/23/2020 8/21/2020