HomeMy WebLinkAboutContract 45200-A5 CSC No. 45200-A5
AMENDMENT NO.5 TO
FORT WORTH CITY SECRETARY CONTRACT NO.45200
AGREEMENT FOR CONTINUING DISCLOSURE SERVICES
This Amendment No. 5 to Fort Worth City Secretary Contract No. 45200
("Amendment") is made and entered into by and between the City of Fart Worth, a home rule
municipal corporation of the State of Texas ("Issuer" or "City'), and Disclosure Services, a
Division of Hilltop Securities,Inc.formerly known as FSC Continuing Disclosure Services,
a Division of First Southwest Company, a Delaware Corporation ("Continuing Disclosure
Services"or"Consultant").
WHEREAS, issuer and Continuing Disclosure Services previously entered into an
agreement for continuing disclosure services,the same being Fort Worth City Secretary Contract
No. 45200(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 45200-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.45200-A4;and
WHEREAS,the current renewal term expires on July 31,2020;and
WHEREAS, the Issuer and Continuing Disclosure Services wish to again amend the
Agreement, as previously amended by Fort Worth City Secretary Contract No. 45200-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 8, "Effective Dates of Agreement," of Fort Worth City Secretary Contract
No. 45200, 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 the Agreement.
OFFICIAL RECORD
CITY SECRETARY
Amendment No.5—Continuing Disclosure Services Agreement Pagel of2 FT.WORTH, TX
2.
All other provisions of the Agreement,as amended,that are not expressly amended herein
shall remain in full force and effect
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: CONTINUING DISCLOSURE SERVICES,A
'7efar,7. CA= DIVISION OF HILLTOP SECURITIES INC:
By:Jesus J.Chapa(Aug 12,2 201029 CDT) By: L44141
Name: Jesus"Jay"Chapa Name: I-ctu-res
Deputy City Manager 'Title: I Alinl Y
Date: Aug 12,2020 0�FoeTaa Date:a ooao
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City Secretary
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: Q
Name: John Samford,Assistant Finance Director
APPROVED AS TO FORM AND LEGALITY:
By:
Denis C.McElroy,Assistant City Attorney
Contract Authorization: M&C 20-0442
OFFICIAL RECORD
CITY SECRETARY
Amendment No.5—Continuing Disclosure Services Agreement Page 2of2 FT.WORTH, TX
8/25/2020 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTTII
DATE: 6/23/2020 REFERENCE **M&C 20- LOG NAME: 13FIN ADVISOR AMEND
NO.: 0442 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.
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
apps.cfwnet.org/council_packet/mc_review.asp?ID=28011&councildate=6/23/2020 1/2
8/25/2020 M&C Review
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 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
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