HomeMy WebLinkAboutContract 45274-A6 CSC No. 45274-A6
AMENDMENT NO. 6 TO
FORT WORTH CITY SECRETARY CONTRACT NO. 45274
FINANCIAL ADVISORY AGREEMENT
This Amendment No. 6 to Fort Worth City Secretary Contract No. 45274
("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 Estrada Hinojosa &
Company, Inc., a Texas Corporation ("EH" or"Consultant").
WHEREAS, Issuer and EH previously entered into an agreement for financial advisory
services, the same being Fort Worth City Secretary Contract No. 45274 (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 45274-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. 45274-A4; and
WHEREAS, in 2020, the parties again entered into an amendment to extend the term for
a six month period,that amendment being Fort Worth City Secretary Contract No. 45274-A5; and
WHEREAS, the current renewal term expires on January 31, 2021; and
WHEREAS, the Issuer and EH wish to again amend the Agreement, as previously
amended by Fort Worth City Secretary Contract No. 45274-A4, to provide an additional twelve
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.
45274, 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, 2022,
unless terminated earlier in accordance with Section III of the Agreement.
OFFICIAL RECORD
CITY SECRETARY
Amendment No.6—Financial Advisory Agreement
FT. WORTH, TX
2.
That all other provisions of the Agreement, as amended, that are not expressly amended
herein shall remain in full force and effect.
3.
That 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 February 1,2021.
CITY OF FORT WORTH: ESTRADA HINOJOSA&COMPANY,INC.:
By. msa aw flab bmz 3 sn By. w%
Name: Jesus"Jay"Chapa Name: U.S.Williams,Jr.
Deputy City Manager Title: Managing Director
Date: Feb 18,2021 Date: Feb 17,2021
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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:
Name: John Samford,City Treasurer
APPROVED AS TO FORM AND LEGALITY:
By: ..r1K
Denis C.McElroy,Assistant City Attorney
Contract Authorization: M&C 21-0012
OFFICIAL RECORD
CITY SECRETARY
Amendment No.6—Financial Advisory Agreement
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: 1/12/2021 REFERENCE NO.: **M&C 21-0012LOG NAME: 13FIN ADVISOR
AM E N D_2021
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL)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
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 year ending January 31,
2022.
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. As a result of the unanticipated City Hall
financing transaction, staff recommends for City Council to authorize amendments to the above
mentioned contracts for an additional one year period ending January 31, 2022. This will ensure
continuity of these critical services as staff works diligently to complete the City Hall financing
transaction and as staff begins preparation work for the upcoming spring debt program.
On July 23, 2013, (M&C C-26350)the City Council authorized contracts with Hilltop Securities, Inc.
(formerly known as FirstSouthwest) (City Secretary Contract(CSC) No. 45144) and Estrada Hinojosa
&Company(CSC No. 45274)to provide financial advisory services and with Hilltop Securities Asset
Management, LLC (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.
On June 23, 2020, (M&C 20-0442)the City Council authorized amendments to the above mentioned
contracts under the same terms and conditions until January 31, 2021.
Hilltop Securities, Inc. and Estrada Hinojosa & Company, Inc., have satisfactorily served as the City's
co-financial advisors for over two decades. 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
http://apps.cfwnet.org/council_packet/mc review.asp?ID=28566&councildate=1/12/2021 3/3/2021
M&C Review Page 2 of 2
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 and senior vice presidents or administrative personnel. 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
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 issue per computation year.
Additional fees would apply for specialized arbitrage-related services, if needed, in connection with an
IRS refund request or if assistance is required to respond to IRS information requests.
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
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FROM
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Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Alex Laufer(2268)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc review.asp?ID=28566&councildate=1/12/2021 3/3/2021