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Home My WebLink AboutContract 42607-A4AR10CSC No. 42607-MR10 FOURTH AMENDMENT AND TENTH RENEWAL OF CITY SECRETARY CONTRACT NO. 42607 - MASTER PAYING AGENT/REGISTRAR AGREEMENT This Fourth Amendment and Tenth Renewal of City Secretary Contract No. 42607 — Master Paying Agent/Registrar Agreement ("Tenth Renewal") is made and entered to be effective October 1, 2023, 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 Senior 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-Al;and WHEREAS, in 2016, the parties amended the Agreement to provide for additional renewal options, that instrument being Fort Worth City Secretary Contract No. 42607-A2; and WHEREAS, in 2023, the parties amended the Agreement to provide for and effect a ninth renewal option, that instrument being Fort Worth City Secretary Contract No. 42607- A3R9; and WHEREAS, as amended, the Agreement provides for an initial three-year term and nine, one-year renewal options; and WHEREAS, the ninth renewal term expires September 30, 2023; and WHEREAS, the parties wish to amend the Agreement to add certain terms and conditions required by state law and provide for additional renewal options 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: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Fourth Amendment and Tenth Renewal — Master Paying Agent/ Registrar Agreement Page 1 of 5 1. That Subsection D, "Renewals," of Section 1.10, "Term and Appointment" of Fort Worth City Secretary Contract No. 42607, as amended, is hereby deleted in its entirety and replaced with the following: D. Renewals. This Agreement may be renewed for twelve additional terms of one year each at the City's sole discretion at the same rate and under the same terms. 2. That City and Bank mutually agree to renew and extend Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract Nos. 42607-Al and 42607-A2 and as amended herein, for a one-year tenth renewal period under the same terms and conditions unless otherwise further amended herein, with such renewal term to begin October 1, 2023, and continue thereafter in full force and effect through September 30, 2024 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-Al and 42607-A2 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, 2024, 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-Al 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 Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract Nos. 42607-A1 and 42607-A2, is hereby further revised to add a new Section 6.17 to apply during the term of the tenth renewal period and any subsequent renewals thereafter and to read as follows: SECTION 6.17 Prohibition on BovcottinR of Israel. Bank acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification Fourth Amendment and Tenth Renewal — Master Paying Agent/ Registrar Agreement Page 2 of 5 from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Seventh Renewal, Bank certifies that Bank's signature provides written verification to the City that Bank and any wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of the Bank (1) do not boycott Israel; and (2) will not boycott Israel during the term of the Seventh Renewal. 5. That Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract Nos. 42607-Al and 42607-A2, is hereby further revised to add a new Section 6.18 to apply during the term of the tenth renewal period and any subsequent renewals thereafter and to read as follows: SECTION 6.18 Prohibition on Engaging in Business with Certain Countries and Terrorist Organizations To the extent the Seventh Renewal constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable federal law, by signing this Seventh Renewal, Bank certifies that neither the Bank, nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the Bank (i) engages in business with Iran, Sudan, or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" in this paragraph the meaning assigned to such term in Section 2252.151 of the Texas Government Code. 6. That Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract Nos. 42607-A1 and 42607-A2, is hereby further revised to add a new Section 6.19 to apply during the term of the tenth renewal period and any subsequent renewals thereafter and to read as follows: SECTION 6.19 Prohibition on Bovcottina Enerav Companies Bank acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Fourth Amendment and Tenth Renewal — Master Paying Agent/ Registrar Agreement Page 3 of 5 Bank certifies that Bank's signature provides written verification to the City that Bank: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 7. That Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract Nos. 42607-Al and 42607-A2, is hereby further revised to add a new Section 6.18 to apply during the term of the tenth renewal period and any subsequent renewals thereafter and to read as follows: SECTION 6.20 Prohibition on Discrimination Against Firearm and Ammunition Industries Bank acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000, or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Bank certifies that Bank's signature provides written verification to the City that Bank: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 8. That this Tenth Renewal 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. 9. That all other terms and conditions of Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract Nos. 42607-Al and 42607-A2, that are not amended herein shall remain in full force and effect throughout the tenth renewal term. [Remainder of Page Intentionally Left Blank] Fourth Amendment and Tenth Renewal — Master Paying Agent/ Registrar Agreement Page 4 of 5 IN WITNESS WHEREOF, the parties hereto have executed this Amendment, to be effective October 1, 2023. CITY OF FORT WORTH Davie City anager Approved as to Form and Legality: By: Denis C. McElroy Assistant City Attorney 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: / U* Alex Laufer, Debt Manager BOKF, NA dba BANK OF TEXAS Caresse'TV5ersley (Oct�313:19 CDT) No M&C Required �p44�nnb ° v FORp��d� C Attest: ado Pvoo o 0=4 EX000d A5o4a bbnaaod By: Jannette S. Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Fourth Amendment and Tenth Renewal — Master Paying Agent/ Registrar Agreement Page 5 of 5