HomeMy WebLinkAboutContract 42607-A5R11CRCSC No. 42607-A5R11 CR
CORRECTED AND REVISED
FIFTH AMENDMENT AND ELEVENTH RENEWAL OF CITY SECRETARY
CONTRACT NO. 42607 - MASTER PAYING AGENT/REGISTRAR AGREEMENT
This Corrected and Revised Fifth Amendment and Eleventh Renewal of City Secretary
Contract No. 42607 — Master Paying Agent/Registrar Agreement ("Eleventh Renewal") is made
and entered to be effective October 1, 2024, 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 2022, 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, in 2023, the parties amended the Agreement to provide for three additional
renewal options, add certain anti -boycott and anti -discrimination provisions required under state
law, and effect a tenth renewal option, that instrument being Fort Worth City Secretary Contract
No. 42607-A4R10; and
WHEREAS, the tenth renewal term expires September 30, 2024; and
WHEREAS, the parties previously executed instruments to amend the Agreement to
update the definition of "Obligations" under the Agreement and to extend the Agreement for an
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Corrected and Revised Fifth Amendment and Eleventh Renewal — Master Paying Agent/ Registrar Agreement Page I of 5
additional one-year period, that instrument being Fort Worth City Secretary Contract No. 42607-
A5R11R; and
WHEREAS, after the instrument was executed, the parties were made aware that certain
required language was omitted; and
WHEREAS, the parties wish to rescind and terminate Fort Worth City Secretary
Contract No. 42607-A5R11R while simultaneously executing this corrected and revised version,
which incorporates by reference the previously enacted anti -boycott amendments.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, City and Bank hereby agree as follows:
That Fort Worth City Secretary Contract No. 42607-A5R11 is hereby rescinded and
terminated.
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-A1,
42607-A2, 42607-A3R9, and 42607-A4R10 and as amended herein, for a one-year
eleventh renewal period under the same terms and conditions unless otherwise further
amended herein, with such renewal term to begin October 1, 2024, and continue
thereafter in full force and effect through September 30, 2025 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 Nos. 42607-A1,
42607-A2, 42607-A3R9, and 42607-A4R10, 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 and/or City -created corporate entities on or after
October 1, 2011 through September 30, 2025, 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.
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4. That Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City
Secretary Contract Nos. Contract Nos. 42607-A1, 42607-A2, 42607-A3R9, and 42607-
MR10, is hereby further revised to delete Sections 6.17-6.20, as added by Contract No.
42607-MR10, in their entirety and enact a new Section 6.17 to apply during the term of
the eleventh renewal period and any subsequent renewals thereafter and to read as
follows:
SECTION 8.10. State Law Verifications.
Bank makes the following representations and covenants pursuant to Chapters
2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended
(the "Government Code"), in entering into this Agreement. As used in such
verifications, "affiliate" means an entity that controls, is controlled by, or is under
common control with Bank within the meaning of Securities and Exchange
Commission Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability
for breach of verifications below during the term of this Agreement shall survive
until barred by the applicable statute of limitations, and shall not be liquidated or
otherwise limited by any provision of this Agreement, notwithstanding anything
in this Agreement to the contrary.
(a) Bank hereby verifies that it and any of its parent company, wholly -
or majority -owned subsidiaries, and other affiliates, if any, do not boycott
Israel and will not boycott Israel during the term of this Agreement. As
used in the foregoing verification, "boycott Israel' has the meaning
provided in Section 2271.001, Government Code.
(b) Bank represents that neither it nor any of its parent company,
wholly- or majority -owned subsidiaries, and other affiliates is a company
identified on a list prepared and maintained by the Texas Comptroller of
Public Accounts under Section 2252.153 or Section 2270.0201,
Government Code. The foregoing representation excludes Bank and any
of its parent company, wholly- or majority -owned subsidiaries, and other
affiliates, if any, that the United States government has affirmatively
declared to be excluded from its federal sanctions regime relating to Sudan
or Iran or any federal sanctions regime relating to a foreign terrorist
organization.
(c) Bank hereby verifies that it and any of its parent company, wholly -
or majority -owned subsidiaries, and other affiliates, if any, do not have a
practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association and will not discriminate against a
firearm entity or firearm trade association during the term of this
Agreement. As used in the foregoing verification, "discriminate against a
firearm entity or firearm trade association" has the meaning provided in
Section 2274.001(3), Government Code.
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(d) Bank hereby verifies that it and any of its parent company, wholly -
or majority -owned subsidiaries, and other affiliates, if any, do not boycott
energy companies and will not boycott energy companies during the term
of this Agreement. As used in the foregoing verification, "boycott energy
companies" has the meaning provided in Section 2276.001(1),
Government Code.
(e) Bank further verifies that it has on file with the Attorney General
of the State (the "Attorney General") a standing letter with respect to the
representations and verifications in subsections (a) — (d) above, in a form
accepted by the Attorney General, and such letter remains in effect as of
the date of this Agreement. Bank agrees that it will not rescind any
applicable standing letter at any time prior to the date of Closing unless
the same is immediately replaced with a standing letter acceptable to the
Attorney General. Bank agrees to provide to the City or Bond Counsel,
upon request by the City or Bond Counsel, written verification to the
effect that its standing letter with the Attorney General remains in effect
and may be relied upon by the City and the Attorney General, which may
be in the form of an e-mail.
5. That this Eleventh 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.
6. That all other terms and conditions of Fort Worth City Secretary Contract No. 42607, as
amended by Fort Worth City Secretary Contract Nos. amended by Fort Worth City
Secretary Contract Nos. Contract Nos. 42607-A1, 42607-A2, 42607-A3R9, and 42607-
MR10, that are not amended herein shall remain in full force and effect throughout the
eleventh renewal term.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment, to be effective
October 1, 2024,
CITY OF FORT WORTH
Davi oke
City Manager
Approved as to Form and Legality:
By: U
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:
Alex Laufer, Debt Manager
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By:
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Jannette S. Goodall
City Secretary
BOKF, NA dba
BANK OF TEXAS
Caresse TfiSkersley (Nov24 09:56 CST)
Caresse Tankersley
Texas Corporate Trust Regional Manager
Senior Vice President
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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