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HomeMy WebLinkAboutContract 42607-RA2 g;`i 'SECRETAW RECEIVEa REVISED SECOND RENEWAL OF CITY SECRETARY COP T.NO. q�60"7'Rkc M, _6 2015 NO. 42607 MASTER PAYING AGENT/REGISTRAR AGREEMENT CM OF FORTWOnhis Revised Second Renewal of City Secretary Contract No. 42607 — Master Paying Ot[YSE RETRRY gent/Registrar A reelm el-nIt ("Revised Second Renewal") is made and entered into this day of ,(X40b9r", 2015, 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; and 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-Al; and WHEREAS, the Agreement provides for an initial three-year term and two, one-year renewal options; and WHEREAS, the first renewal term expires September 30, 2015; and WHEREAS, the parties previously entered into a contract to renew the Agreement for a second renewal term, the same being Fort Worth City Secretary Contract No. 42607-R2 ("Second Renewal"); WHEREAS, the parties have discovered that the Second Renewal lacks a key term; and WHEREAS, both parties desire, by execution of this document, to simultaneously terminate Fort Worth City Secretary Contract No. 42607-R2, and enter into this Revised Second Renewal. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, City and Bank hereby agree as follows: 1. 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, for a one- year second renewal period under the same terms and conditions unless otherwise further C07 amended herein, with such renewal term to begin October 1, 2015, and continue OFFICIAL Z RECORD © CITY SECRETARY FT. WORTH, TX Revised Second Renewal—Master Paying Agent/Registrar Agreement Page 1 of 2 thereafter in full force and effect through September 30, 2016 or until all Obligations have matured and/or have been redeemed,whichever occurs last. 2. 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, 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, 2016, 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 hereto 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. 3. 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 second renewal term. IN WITNESS WHEREOF, the parties hereto have executed this Second Renewal, this 3� day of September, 2015 CITY OF FORT WORTH BOKF, NA dha BANK O S Susa' anis,Asst. City Manager A. Gaytan ice resident Approved as to Form and Legality: By: Denis C'WicOro , sst. City Attorn No M&C Required Attest. SX By: Mary . Kays ecr ry OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Revised Second Renewal—Master Paying Agent(Registrar Agreement Page 2 of 2