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Home My WebLink AboutContract 42607-R7 CITY SECRETARY CONTRACT NO 42607-R7 SEVENTH RENEWAL OF CITY SECRETARY CONTRACT NO. 42607 MASTER PAYING AGENT/REGISTRAR AGREEMENT This Seventh Renewal of City Secretary Contract No. 42607 — Master Paying Agent/Registrar Agreement ("Seventh Renewal") is made and entered into this 24th day of August , 2020, 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-Al; 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, 2020; and WHEREAS, City and Bank wish to exercise the seventh 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-A1 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, 2020, and continue thereafter in full force and effect through September 30, 2021 or until all Obligations have matured and/or have been redeemed, whichever occurs last. OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Seventh Renewal—Master Paying Agent/Registrar Agreement Page 1 of 3 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-Al 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, 2021, 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-Al and 42607-A2, is hereby further revised to add a new Section 6.17 to apply during the term of the seventh 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 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. 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 seventh renewal period and to read as follows: 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 Seventh Renewal—Master Paying Agent/Registrar Agreement Page 2 of 3 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 806.051.9 807.051, 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 Seventh 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 seventh renewal term. IN WITNESS WHEREOF, the parties hereto have executed this Seventh Renewal, this 24th day of August 12020. CITY OF FORT WORTH BOKF,NA Jesus J.Chapa(Aug 25,202010:34 CDT Jesus "Jay" Chapa Caresse Tankersley Deputy 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 performance and reporting requirements. John Samford, Assistant Director— Financial Management Services Department Approved as to Form and Legality: By: , Denis C. McElroy, Assistant City Attorney No M&C Required 444��nn4� p� Attest: ° p~o �o os By: �a P.Gonzales(Aug 2 202012 2:33 CDT *000 0 0 Mary J. Kayser, City Secretary ��an4rEXA54aa� OFFICIAL RECORD bnuaa44 CITY SECRETARY FT.WORTH, TX Seventh Renewal—Master Paying Agent/Registrar Agreement Page 3 of 3