HomeMy WebLinkAboutContract 45200 AGREEMENT
CITY*ewmiARY
FOR CONMCT NO*
CONTINUING DISCLOSURE SERVICES
BY AND,BETWEEN
CITY OF FORT WORTH, TEXAS
(HEREINAFTER REF RRED TO AS THE"ISSUER")
AND
FSC CONTINUING DISCLOSURE SERVICES,
A DIVISION of FIRST SOUTHWEST COMPANY
In connection with the sale and delivery of certain bonds, notes, certificates, or other municipal
obligations (the! "Bonds"), tae Issuer has made certain undertakings to diselose to the investing public,
on a periodic and continuing basis, certain inp nnration, as more fully set forth in such undertakings and
as contemplated by the provisions of Securities and Exchange Co,m nission Rule 15c2-12, as amended
(the"Rule").
The Issuer has agreed to engage FSC Continuing Disclosure Services, a Division of First Southwest
Company (",Continuing Disclosure Services"), to assist it with these continuing disclosure obligations,
for the consideration and on the terrors and conditions set forth herein, including the preparation and
submission of annual reports (the "Arn ual Reports") and the reporting of certain specified events (the
"Events"),, which are set fordo in the Issuer's undertakings, the Rule and in Subsection 2e. below.
This agreement (the "Agreement") between the Issuer and the Continuing Disclosure Services shall be
effective in accordance with the terns of Section 8, "Effective Dates of Agreement" as provided for
below.
The parties agree as follows:
I. This Agreement shall apply to all issues of Bonds delivered subsequent to the effective date of
the continuing disclosure requirements as specified in the Rule, to the extent that any particular
issue does not qualify for exceptions to the continu.in.g disclosure requirements of the rule.
2, Continuing Disclosure Services agrees to perform the following in connection with providing
services relating to the Issuer's continuing disclosure obligations,.,
a. assist the Issuer,in compiling data determined or selected by the Issuer to be disclosed,
h. assist the Issuer in identifying other information to be considered by Issuer for
continuing disclosure reporting purposes;
e. assist the Issuer in preparing the presentation of such information,at on, to include annual
Reports containing financial information and operating data of the type provided in the
final official statement of applicable issues, and notices concerning the occurrence of the
specified Events and other items listed below.
l principal and interest payment delinquencies ,�ry
2 Non-payment related defaults OFFICIAL RECORI)LE
REC-ORD
FSC Contintiing Disclosure Services
RECEIVED 1
aTH or
Page I of 6 FTe WORTH, X
YX
ti
3) Unscheduled draws on debt service reserves reflecting financial difficulties
4) Unschedtiled draws on credit enhancements reflecting financial difficulties
5) Substitution of credit or liquidity providersl or their failure to perfo:n-n
6) Adverse tax opinions, or events affecting the tax-exempt status of the
security
7') Modifications to rights of security holders
8) Bond calls
9) Defeasances
10) Release, substitution, or sale of property securing repayment of the
securities
11) Rating changes
12) The issuance by the IRS of proposed or final determinations of taxability,
Notices of Proposed Issue (IRS Form 57,01-TEB) or other material notices
or determinations with respect to the tax status of the securities of the Issuer
1 ) Tender offers
'14) Bankniptcy, insolvency,, receivership or similar proceeding
1,5) Mergers, consolidations, acquisitions, the sale of"all. or substantially all of
the assets of the obligated person or their termination
16) Appointment of a successor, or additional trustee or the change of the name
of a tnistee
17) Noncompliance with the Rule
d. assist the Issuer in distributing or filing, in the Issuer's name, the above mentioned
Annual Reports, notices and audited annual financial statements to the Nationally
Recognized Municipal Securities Information Repository ("NRM SIR"), wh'ich is the
Municipal Securities, Rulemaking Board C'MSRB"), appropriate State Information
Depository ("SID"), rating agencies, and other entities, as required by the Issuer's
continuing disclosure obligations.
e., provide to the Issuer confi rmation of distribution or dissemination of reports and notices.
3. Issuer acknowledges, and agrees to the following.-
a. Continuing Disclosure Services will be compensated for the performance of services
with respect to assisting the Issuer with preparation and submission of continuing
disclosure reports in accordance with the schedule as set forth below.-
1) $1,5010, per year for assistance in distribution of audited annual financial
statements, if Issuer is not exempt from filing with the SID an or NRMISIR
or
2) $3,500 per year for assistance in preparation and distribution of each annual
report and assistance in distribution of audited annual financial statements,
if Issuer is not exempt from filing reports with the SID and NRMSIR, plus
3) $100 minimum fee for assistance in preparation and distribution of each
notice concerning occurrence of an Event or noncompliance with the Rule;
in addition, a fee of$125, per hour for, all time in excess of five (5) hours
FSC—Continuing Disclosure Services
Page 2 of 6
spent in assisting with preparation and distribution of each notice
concerning occurrence of an Event or noncompliance with the Rule.
b. Issuer will provide to Continuing Disclosure Services, and Continuing Disclosure
Services shall be entitled to rely upon, all information regarding the issuance of the
f I itment or undertaking
Bonds, including the final of-ic'al statement and the Issuer's comm*
regarding continuing disclosure as contained in the resolution authorizing issuance of the
Bonds or separate contract or,agreeme�nt annual financial,information and operating data
of the type provided in the final official, statement; inforn'lation concerning the
occurrence of an Event or noncompliance with the Rulel- and any other information
necessary to prepare continuing disclosure reports.
c. Issuer will provide to Continuing Disclosure Services, and Continuing Disclosure
Services shall be entitled to rely upon, annual written confirmation of all outstanding
Bond issues for which the Issuer has a continuing disclosure obligation.
d. Issuer will provide to Continuing Disclosure Services all information required for
preparation of each Annual. Report, including financial information and operating data of
the type provided in the final official statement and other information deemed necessary
by Issuer, no later than 45 days prior to the date on which each Annual,Report is due.
e. Issuer will provide ftill and complete copies of the audited annual financial statement ilko,
later than ten (10) days prior to the date on which it is due.
f. Issuer will notify Continuing Disclosure Services immediately upon 'the occurrence or
immediately -upon the Issuer's knowledge of the occurrence of each Event or
noncompliance with the Rule, and the Issuer will immediately provide all infomiatlon
necessary for preparation of the notice of occurrence of each such Event or
noncompliance with the Rule.
g. Issuer shall have the sole responsibility for determining the disclosure to be made in all
cases. The Issuer shall review and provide approval of the content and form of all
continuing disclosure reports and notices, with the exception of the following, which
will be filed automatically on the Issuer's behalf, unless the Issuer has notified
Contint'ling,Disclosure Services otherwise in writing,: bond calls,, defeasances, and rating
changes. In the event of a disagreement between the Issuer and Continuing Disclosure
Services, regarding the disclosure to be made, either the Issuer or Continuing Disclosure
Services may, but neither is, obligated to, terminate this Agreement by written notice to
the other party.
h. A separate Annual Report will be prepared and distributed for each type of security
pledge in effect for outstanding financing issues or Bonds of the Issuer.
i. Issuer will inform Continuing Disclosure Services of the retirement of any Bonds
included under the scope of this Agreement within 30 days of such retirement.
4. In the event that Continuing Disclosure Services, and the Issuer determIne that advIce of counsel
is appropriate with respect to any question concerning disclosure, then (i) the Issuer may consult
with its counsel, or (ii), the Issuer may authorize Continuing Disclosure Services, to seek legal,
.F SC—Continuing Disclosure Services
Page 3 of 6
advice, from independent counsel regarding the disclosure. The Issuer agrees that it shall be
responsible for the fees and expenses of its own counsel. The Issuer agrees to reimburse
Continui
f°
necessary in order for Continuing Disclosure Services to erfu�rm the services contracted for
hereunder.
8. Effective Dates, of Agreement- This Agreement shall become effective as of August 1., 2013
and remain in effect thereafter for a period of one 1 year from the date of acceptance. Unless
(i) terminated prior to the anniversary date or (ii) Continuing Disclosure services or Issuer shall
notify the other party in writing at least thirty (30) days In advance of the applicable anniversary
date that this Agreement, will net be renewed, this Agreement will be automatically renewed on
the first and second anniversary of the date hereof for an additional acne-year period. This
agreement may be terminated with or without cause by the Issuer or Continuing Disclosure.
Services upon thirty 3 days' written, notice to the other party. In the event of such
termination 11 it is understood and agreed that only the amounts due to Continuing visclosure
Services for services provided and eXpen.ses incurred to and including the date of termination
will be due and payable. No penalty will be assessed for termination of this Agreement. In the
event this Agreement expires or is terminated prior to its stated terms., all records, provided to
Continuing Disclosure Services by the Issuer shall be returned to the Issuer as son as
practicable. In addition, the parties hereto agree
that upon termination of t this Agreement
Continuing Disclosure Services shall have no continuing obligation to the .Issuer regarding any
service contemplated herein. Notwithstanding the foregoing, all indemnification, hold harmless
and/or contribution, obligations, pursuant to Section 5 of this Agreement, shall survive any
termination, regardless of whether the termination occurs as a result of the expiration of the ter
hereof or the Agreement is terminated sooner by either the Issuer or Continuing :disclosure
Services under this Section 8, pursuant to SubsectioD 3. ., or otherwise.
Provision of Notices
Provision of information, delivery of certification and notices of':events and noncompliance with
the Rule, unless directed otherwise in writing, shall be sent to:
City of Fort Worth., Texas
1000 T rockmo ton Street
Fort worth, Texas 761,02
Susan Manus
Assistant C it manager
Phone: 17 392-6222
Fax,,- (8,17) 392-61314
Email: susan.alanls@fortworthtexa,s.gov
FSC Continuing Disclosure Services, a Divisio:u of First Southwest Company
325 North St Paul Street, Suite 800
Dallas, Texas 75201
Attention: Julie James
Vice President for Continuing Disclosure
Phone: 21 953.8701.
Fay.: 14 953-4050
Email:j
FSC—CoWinuing Disclosure Services
Page 5 of 6
Acceptance of Agreement
lug
mu
9I. his Agreement is su b mitted "in triplicate ors gi,nals. N"en accepted by the Issuer, it will
constitute the entire Agreement, between the Issuer and Continuing Disclosure Services for the purposes,
and the consideration specified above.
Acce I copies and returned to Continuirip elosu
p
fiance will be ind*cated on all Dis re crvices. An executed
ors,Final will be returned, for_yoar files.
Respectfully submitted,,
F Continuing Disclosure Services, a Division of First
Southwest Company
By
Will A. F--einberg
Chairman and Chief Executive
10�
B y Ile"
Jv�V*e James
Vice President
.Date
ACCEPTANCE CLAUSE
The above and, fc re *s hereby in all t are accepted and approved by the City of Fort Worth,
6
Texas, on this the day of 0 13.
...........
By
AtdhM,zed Representative
a v-
Title
ROVE13 AS TO
IFO A 'EGAL]'"N:
01
WIN
T O)W AOT81117TO Ilu
14
00090
ictAL RECORD
OFF
elyy SEr.R9TAKY 00
6E OR
STA
rH FSC—Continifitig Disclosure Services
Page 6 of 6
city
M&C - Council Agenda Page I of 2
C'Am w
ity of Fort Worth Texas
o uncil uom, uln:icatioln
Y
COUNCIL ACTION: Approved on 7/2312013
DATE: Tuesday, July 23, 2013 REFERENCE NO..- **C-26350
LOG NAME: 13,13 FA CONTRACT
SUBJECT:
Authorize Necessary and Related Agre,emen�ts,with First Southwest Company, First Southwest Asset
Management, Inc., and Estrada H'inlojosa & Company, Inc., for the Provision olf Financial Advi,sory,,
Arbitrage Rebate and Continuing Disclosure Services (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Colun,cil-
1. Authorize the execution of necessary and related Agreements with First Southwest Company, First
Southwest Asset Management, Inc., and Estrada Hinojosa & Company, Inc., for the provision of financial
advisory, arbitrage rebate and continuing disclosure services; and
2,. Authorize a!l commencement date of August 1, 2013 and expiration date of July 31, 2,014 with two one-
year renewal options for each Agreement.
DISCUS&ION:
First Southwest Company and Estrada Hinojosa & Company, Inc., (Estrada Hinojosa), have satisfactorily
served as the City s Coo-financial advisors for over a decade,. During this same period, First Soluthwest
Asset Management, Inc., and First Southwest Company's FSC Disclosure Services Division have
pirovidled arbitrage rebate compliance services and continuing disclosure services to the City.
Staff is recommending that the City continue these relationships with First Southwest Company serving as
lead financial aidviisolr and Estrada Hinojosa, a minority-owned firm, acting, as co-finanicia,l advisor.
Approval of the Agreements will ensure continuity as the City enters, its traditional debt issuance season.
The fee structure for financial advisory services,will be, a base fee in the amount of'$3l5,000.00 plus $0.7'5
per$1,000.00 denomination for each series of bond iissues. As in the current contract, the fee will be split
65/35 between the two firms, respectively.
First Southwest Company, the lead financial advisor, and Estrada Hinojos,a, a certified minority-owned firm
and the co-financial advisor, are in compliance with the City's BDE Ordinance by committing to the work
feels on bond transactions being split 65/351 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 ails,o provide for the financial advisors to provide special
financial consulting work not directly related to a bond sale with compensation, plaid based on ain, 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, e c,ecutive 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 bly First Southwest Asset Management, Inc.,, and
FSC Disclosure Services, a Division of First Southwest Company, will provide continuing disclosure
services. Disclosure services will be compensated at a rate of$2,5100.0O per year for assistance in
http-,//apps. iiet.org/'ecounclil/'printtiic.as,p?lid--..I 87()9&i i-'iii t=-,ti-Lie&DocType=Pi-iiit 12/-3/2 0 13
M&C - COLUICil Agenda Page 2 ot'2
preparation and distribution of each annual report and the amount of$3,500.0lO per year for distribution of
audited financial statements. Arbitrage rebate compliance services will be compensated at a rate of
$1,400.00 per computation ylelar., Additional fees would apply for specialized arbitrage-related services, if
needed, in connection wlithi! an IRS refund request of commercial paper calulatioins. The costs for those
services are reflected in the fee schedule, which is attached.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Slervices Director certifies that funds required to pay financial advisory fees
will be available from proceeds of blond sales, appropri ate debt service funds, and/or appropriate,
operating funds,
FUND CEN.TERS,,.-
Ti O Fund!/Account/Centers FROM F'u�ndl/Acco u nt/C enters,
PE47 554010 0132000 $0,00
GD06 554010 0132000 a.
CERTIFICATIONS:
Susan Alanis (81180)
Submitted! for Pity Manaar Offic
Geri ginating Department Head: Jay Chapa (8517)
Additional Information Contact: Lisa Parks (66310)
ATTACHMENTS
1. C F 2013 Fee, Scheldule,pw,f (Public)
2. exampleodf (CFW Internal)
htt,p-,//apps.cfwnet.,oirg,/e OLincit/print.t,iic,.LAsp'.?*i(i�--18709&print--ti'Lie&Do,c,',[,'yr)L- Plri*nt 12/3/2013