HomeMy WebLinkAboutContract 42607-R6 CITY SECRETARY CONTRACT NO 4aW7--P,(o
SIXTH RENEWAL OF CITY SECRETARY CONTRACT
NO. 42607 MASTER PAYING AGENT/REGISTRAR AGREEMENT
This Sixth Renewal of City Secretary Contract No. 42607 — Master Paying
Agent egistrar Agreement ("Sixth Renewal") is made and entered into this day of
2019, 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
state law and 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-A 1; and
WHEREAS, in 2016, the parties further amended the Agreement to provide additional
renewal options and a revised fee schedule, that amendment being Fort Worth City Secretary
Contract No.42607-A2; and
WHEREAS,the current renewal term expires September 30,2019;and
WHEREAS, City and Bank wish to exercise the sixth option and renew and 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. 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, for a one-year renewal period under the same terms and conditions unless
otherwise further amended herein, with such renewal term to begin October 1, 2019, and
continue thereafter in full force and effect through September 30, 2020 or until all
Obligations have matured and/or have been redeemed, whichever occurs last.
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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 Nos. 42607-A1
and 42607-A2, 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, 2020, 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.
3. 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 sixth renewal period and to read as follows:
6.17 Prohibition on Contracts with Companies that Boycott 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
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 Sixth 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 Sixth Renewal.
4. 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 sixth renewal period and to read as follows:
6.18 Prohibition on Engaging in Business with Certain Countries and Terrorist
Organizations
To the extent the Sixth 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
Sixth Renewal—Master Paying Agent/Registrar Agreement Page 2 of 3
this Sixth 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 (il) 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.
5. This Sixth Renewal may be executed in multiple counterparts, each of which shall be
deemed an original and all of which together shall constitute one instrument.
Electronically reproduced signatures transmitted by facsimile or electronic mail shall be
treated as originals for all purposes hereof.
6. All other terms and conditions of Fort Worth City Secretary Contract No. 42607, as
amended by Fort Worth City Secretary Contract 42607-A1 and Fort Worth City Secretary
Contract 42607-A2, that are not amended herein shall remain in full force and effect
throughout the sixth renewal term.
IN WITNE WHEREOF, the parties hereto have executed this Sixth Renewal, this -�ay
of ✓�2019.
CITY OF F�T WORTH BOKF,NA
Kevin Gunn Tony H ngnoi
Assistant City Manager Vice President
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all perfo ance and reporting
requirements.
John Samford,Assistant Director—
Financial Management Services Department
ed as t F and gality:
By:
Denis cElroy sistant City A F FO
No M&C Required
Attest:
M J. ,Ka a ................
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s' OFFICIAL RECORD
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CITY SECRETARY
FT. W9,JJH,TX
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