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Home My WebLink AboutContract 42607-A6R12CSC No. 42607-A6R12 SIXTH AMENDMENT AND TWELFTH RENEWAL OF CITY SECRETARY CONTRACT NO. 42607 - MASTER PAYING AGENT/REGISTRAR AGREEMENT This Sixth Amendment and Twelfth Renewal of City Secretary Contract No. 42607 — Master Paying Agent/Registrar Agreement ("Twelfth Renewal") is made and entered to be effective October 1, 2025, 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 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-A 1; 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 and effect a tenth renewal option, that instrument being Fort Worth City Secretary Contract No. 42607-A4R10; and WHEREAS, in 2024, the parties entered into another amendment and renewal, that instrument being Fort Worth City Secretary Contract No. 42607-A5R11CR. with the term of the eleventh renewal term expiring September 30, 2025; and WHEREAS, the parties wish to amend the Agreement to update the definition of "Obligations" under the Agreement and to extend the Agreement for an additional one-year period additional one-year period. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Sixth Amendment and Twelfth Renewal — Master Paying Agent/ Registrar Agreement Page 1 of 5 NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, City and Bank hereby agree as follows: 1. 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 twelfth renewal period under the same terms and conditions unless otherwise further amended herein, with such renewal term to begin October 1, 2025, and continue thereafter in full force and effect through September 30, 2026 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 Nos. 42607-A1, 42607-A2, 42607-A3R9, and 42607-A4R10, 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, 2026, 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. 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-A4R10, in their entirety and to delete Section 8.10 as added by Contract No. 42607-A5R11CR, in its entirety and enact a new Section 6.17 to apply during the term of the twelfth renewal period and any subsequent renewals thereafter and to read as follows: SECTION 6.17. 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 Sixth Amendment and Twelfth Renewal — Master Paying Agent/ Registrar Agreement Page 2 of 5 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. (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, Sixth Amendment and Twelfth Renewal — Master Paying Agent/ Registrar Agreement Page 3 of 5 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 Twelfth 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- A4R10, that are not amended herein shall remain in full force and effect throughout the twelfth renewal term. [SIGNATURES APPEAR ON FOLLOWING PAGE] Sixth Amendment and Twelfth 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, 2025. CITY OF FORT WORTH Jay Ch�(Ju[ 17, zoz� CDT) Jesus "Jay" Chapa City Manager Approved as to Form and Legality: By: --0M 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, Assistant Finance Director No M&C Required Attest: By: Jannette S. Goodall City Secretary 44p40pn�� Pveo a=d P�Q* 000 oog*? da�� nEab o'Oao§?' BOKF, NA dba BANK OF TEXAS C "� Caresse Tankersley Texas Corporate Trust Regional Manager Senior Vice President OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Sixth Amendment and Twelfth Renewal — Master Paying Agent/ Registrar Agreement Page 5 of 5 From: McElrov. Denis C. To: Hillman. Yan; zz CSO Administration Cc: Laufer. Alex Subject: RE: CSC42607-A6R12 - Updated Contract with Approved Page 2 Date: Tuesday, July 22, 2025 10:02:26 AM Attachments: Contract 42607-A6R12 (corrected Do 2).Ddf imaae003.Dna imaaeQ05.nna CSO Admin team, Please see below regarding a swapped page/request to update your records. We have the email from the vendor confirming their agreement to the page swap if you need it. Denis McElroy Assistant City Attorney 100 Fort Worth Trail Fort Worth, Texas 76102 (817) 392-2758 den is. mcelrov anfortworthtexas.aov City of Fort Worth — Working together to build a strong community FoRTWORTH. From: Hillman, Yan <Yan.Hillman@fortworthtexas.gov> Sent: Tuesday, July 22, 2025 9:56 AM To: zz_CMO_MC Center <MandCCenter@fortworthtexas.gov> Cc: Laufer, Alex <Alex.Laufer@fortworthtexas.gov>; McElroy, Denis C. <Denis.McElroy@fortworthtexas.gov> Subject: CSC42607-A6R12 - Updated Contract with Approved Page 2 Good morning, For CSC42607-A6R12, we had to swap out page 2, and the revision has been approved by BOKF. Please update the contract on file to reflect the slipsheeting and let me know if you need anything else. Thank you! Yan Hillman, CPA Treasury Supervisor Department of Financial Management Services 817-392-6102 (office) 100 Fort Worth Trail, Fort Worth, Texas 76102 Yan.Hillman(@FortWorthTexas.aov FORT WON 111 Working together to build a strong community. C7,*rmtw"MwunwcwM*:.x l X ilk