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HomeMy WebLinkAboutContract 42607-A2R3 C31Y SECRETARY CONTRACT NO. SECOND AMENDMENT AND THIRD RENEWAL OF CITY SECRETARY CONTRACT NO. 42607 -MASTER PAYING AGENT/REGISTRAR AGREEMENT This Second Amendment and Third Renewal of City Secretary Contract No. 42607 — Master Paying Agent/Re istzar Agreement ("Third Renewal") is made and entered into this day of Se ` �` r,�2016, by and between the City of Fort Worth ("City"), a home- rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and BOKF, NA, a national banking association (`Bank"), acting by and through its duly authorized Vice President. WITNESSETH: WHEREAS, the City is authorized to issue certain debt obligations in accordance with the respective ordinances adopted by the City and, in the case of certain refunding obligations, the terms of one or more applicable purchase agreements; WHEREAS, in 2011, City engaged the services of Bank to function as paying agent and registrar for debt obligations issued on or after October 1, 2011, pursuant to a Master Paying Agent/Registrar Agreement, the same being Fort Worth City Secretary Contract No. 42607 (the "Agreement"); and WHEREAS, in 2013, the parties amended the Agreement to encompass paying agent and registrar services for certain identified debt obligations that had been issued prior to the inception of the Agreement, that amendment being Fort Worth City Secretary Contract No. 42607-A1; and WHEREAS, the Agreement provides for an initial three-year term and two, one-year renewal options WHEREAS, the second renewal term expires September 30, 2016; and WHEREAS, the parties wish to amend the Agreement to provide for additional renewal options, to revise the fee schedule, and to extend the Agreement for an additional one-year period. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, City and Bank hereby agree as follows: 1. That Subsection D, "Renewals," of Section 1.10, "Term and Appointment" of Fort Worth City Secretary Contract No. 42607 is hereby deleted in its entirety and replaced with the following: D. Renewals. This Agreement may be renewed for eight additional terms of one year each at the City's sole discretion at the same rate and under the same terms. OFFICIAL RECJY Second Amendment and Third Renewal—Master Paying Agent/Registrar Agreement CITY SECRETPage 1 of 4 FT. WORTH, 2. City and Bank mutually agree to renew and extend Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract No. 42607-A1 and as amended herein, for a one-year third renewal period under the same terms and conditions unless otherwise further amended herein, with such renewal term to begin October 1, 2016, and continue thereafter in full force and effect through September 30, 2017 or until all Obligations have matured and/or have been redeemed, whichever occurs last. 3. That the definition of "Obligations" in Section 1.01 of Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract No. 42607-A1 and as amended herein, is hereby deleted in its entirety and replaced with the following: "Obligations" means, except as otherwise provided below, any obligations authorized and issued by the City on or after October 1, 2011 through September 30, 2017, including but not limited to, Certificates of Obligations, General Obligations, Refunding Obligations, Bonds, Tax Notes, and Equipment Notes. In addition, "Obligations" shall also mean and encompass those specific debt obligations previously issued by the City and identified in Exhibit B, which is attached to Fort Worth City Secretary Contract No. 42607-A1 and incorporated herein for all purposes as though it were set forth at length. Notwithstanding the generality of the foregoing, the City may, in its sole discretion, exclude an obligation from this Agreement and make alternate arrangements for paying agent/registrar services when such exclusion is deemed to be in the best interests of the City; circumstances giving rise to such an exclusion may include, but are not limited to, instances in which designation of a particular entity as paying agent/registrar is required under the negotiated terms of a private placement transaction. Bank shall not be responsible for providing any services for an obligation excluded by the City in accordance with the foregoing sentence. 4. That Exhibit A, "Fee Schedule — Note Registrar, Transfer Agent, and Paying Agent," of Fort Worth City Secretary Contract No. 42607 is hereby deleted in its entirety and replaced with a new Exhibit A, which is attached hereto and incorporated herein for all purposes as though it were set forth at length. 5. All other terms and conditions of Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract 42607-A1, that are not amended herein shall remain in full force and effect throughout the third renewal term. [Remainder of Page Intentionally Left Blank] Second Amendment and Third Renewal—Master Paying Agent/Registrar Agreement Page 2 of 4 IN WITNESS WHEREOF, the parties hereto have executed this Amendment, this l W day of Steer, 2016. CITY OF FORT WORTH BOKF, NA Susan danis ose A. Gaytan, J Assistant City Manager ,Vice President Approved as to Form and Legality: By:,--4 t IV Denis C. ' cElro Assistant City A t ney No M&C Required Attest: By: �� ° °�°°� Mary J. ay 0 a oo go City Secretary 0 o;a 40'°°°°000°000 /4S EOFFICIAL RECORD CRETARYRTH TTX Second Amendment and Third Renewal—Master Paying Agent/Registrar Agreement Page 3 of 4 EXHIBIT A FEE SCHEDULE NOTE REGISTRAR, TRANSFER AGENT, AND PAYING AGENT Annual Administration Fee for Services Rendered through September 30, 2016 for Each Outstanding Series of Obligations: ........................................................................................$300 Annual Administration Fee for Services Rendered on or after October 1,2016 for Each Outstanding Series of Obligations: ........................................................................................$400 Second Amendment and Third Renewal—Master Paying Agent/Registrar Agreement Page 4 of 4