HomeMy WebLinkAbout27465-02-2025 - City Council - OrdinanceSection 13. That it is hereby officially found and determined that the meeting at which
this Ordinance was passed was open to the public, and public notice of the time, place and
purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as
amended.
ADOPTED AND EFFECTIVE February 25, 2025.
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Mayor, ity of Fort Worth, Texas
ATTEST:
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Ci� Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
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ity, Attorney, City of F Worth
(SEAL)
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
1, Jannette S. Goodall, City Secretary of the City of Fort Worth, in the State of Texas, do
hereby certify that I have compared the attached and foregoing excerpt from the minutes of the
regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on
February 25, 2025, and of the ordinance amending Ordinance No. 23028-12-2017 and Ordinance
No. 25970-02-2023, which was duly passed at said meeting, and that said copy is a true and
correct copy of said excerpt and the whole of said ordinance. Said meeting was open to the
public, and public notice of the time, place, and purpose of said meeting was given, all as
required by Chapter 551, Texas Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said
City of Fort Worth, this _ZZ day of • G�j�, 2025.
► a+n
Secretary of the
of Fort Worth, Texas
(SEAL)
ORDINANCE NO.-02-2025
AN ORDINANCE authorizing and approving the extension of the Maximum
Maturity Date of the City's Water and Sewer System Commercial Paper Notes,
Callable CP Series, as established in Ordinance No. 23028-12-2017 and
supplemented by Ordinance No. 25970-02-2023; approving an increase in the
aggregate principal amount at any one time outstanding of such Commercial
Paper Notes from $225,000,000 to $700,000,000; amending and supplementing
Ordinance No. 23028-12-2017 as supplemented by Ordinance No. 25970-02-2023
and this Ordinance; resolving other matters incident and related to the issuance,
sale, security and delivery of such Commercial Paper Notes, including approving
and authorizing certain authorized officers and employees to act on behalf of the
City in executing amendments to the Issuing and Paying Agent Agreement, the
Dealer Agreement and the Calculation Agent Agreement currently in effect; and
providing an effective date.
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer") is a home -rule
municipality, acting as such under the Constitution and laws of the State of Texas, has a
population in excess of 50,000, and has outstanding long-term indebtedness that is rated by a
nationally recognized rating agency for municipal securities in one of the four highest rating
categories for long-term obligations; and
WHEREAS, on December 5, 2017, the City Council adopted Ordinance No. 23028-12-
2017, which authorized the issuance by the City of Fort Worth, Texas of its Water and Sewer
System Commercial Paper Notes, Callable CP Series (the "Commercial Paper Notes") in an
aggregate principal amount at any one time outstanding not to exceed $150,000,000, for the
purposes set forth in Ordinance No. 23028-12-2017; and
WHEREAS, on February 14, 2023, the City Council adopted Ordinance No. 25970-02-
2023, which amended and supplemented Ordinance No. 23028-12-2017, including extending the
Maximum Maturity Date of the Commercial Paper Notes and increasing the aggregate principal
amount at any one time outstanding of the Commercial Paper Notes from $150,000,000 to
$225,000,000; and
WHEREAS, the Commercial Paper Notes authorized to be issued pursuant to Ordinance
No. 23028-12-2017 constitute bond anticipation notes which the City intends to retire through
the issuance of its revenue bonds; and
WHEREAS, in furtherance of the issuance of Commercial Paper Notes under Ordinance
No. 23028-12-2017, the City executed and delivered, and there remain in effect, a Calculation
Agent Agreement between the City and Hilltop Securities Inc. (the "2017 Calculation Agent
Agreement"), a Dealer Agreement between the City and J.P. Morgan Securities LLC (the "2017
Dealer Agreement'), and an Issuing and Paying Agent Agreement between the City and U.S.
Bank Trust Company, National Association, as successor to U.S. Bank National Association (the
"2017 Issuing and Paying Agent Agreement"), each agreement dated as of December 1, 2017;
and
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WHEREAS, in Ordinance No. 25970-02-2023, the City executed and delivered, and
there remain in effect, a First Amendment to Calculation Agent Agreement between the City and
Hilltop Securities Inc. (the "First Amendment to Calculation Agent Agreement"), a First
Amendment to Dealer Agreement between the City and J.P. Morgan Securities LLC (the "First
Amendment to Dealer Agreement'), and a First Amendment to Issuing and Paying Agent
Agreement between the City and U.S. Bank Trust Company, National Association (the "First
Amendment to Issuing and Paying Agent Agreement'), each dated as of March 1, 2023; and
WHEREAS, there are no Water and Sewer System Commercial Paper Notes, Callable CP
Series of the City currently outstanding and unpaid; and
WHEREAS, the City Council hereby finds and determines that Ordinance No. 23028-12-
2017, as amended and supplemented by Ordinance No. 25970-02-2023, shall be amended and
supplemented, with changes made to extend the program period in which the Commercial Paper
Notes may be issued, increase the maximum amount of Commercial Paper Notes that may at any
one time be outstanding, and update certain defined terms in Ordinance No. 23028-12-2017, as
amended and supplemented by Ordinance No. 25970-02-2023, all subject to the terms,
conditions and limitations hereinafter prescribed; and
WHEREAS, the City Council hereby finds and determines that the issuance of the
Commercial Paper Notes, subject to the terms, conditions and limitations hereinafter prescribed,
should be approved and authorized at this time;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS:
Section 1. That Ordinance No. 23028-12-2017, as amended and supplemented by
Ordinance No. 25970-02-2023, is amended and supplemented and incorporates the revisions
reflected below in Sections 2 through 7 of this Ordinance. For all purposes, references to
"Ordinance" shall mean, collectively, Ordinance No. 23028-12-2017, Ordinance No. 25970-02-
2023 and this Ordinance.
Section 2. That all references in Ordinance No. 23028-12-2017, as supplemented by
Ordinance No. 25970-02-2023, to "TWO HUNDRED TWENTY-FIVE MILLION DOLLARS"
and 1225,000,000" shall be read as "SIX HUNDRED MILLION DOLLARS" and
1700,000,000" including, but not limited to, the references set forth in Sections 2.01 and 4.01
therein.
Section 3. That clause (ii) of Exhibit C-1 shall be revised to read: "the maturity date of
the Notes shall be , 20_ (which is a Business Day, is a day that is not more than
270 days from the date of issue and is not a day after February 25, 2055)".
Section 4. That (a) the definition of "Maximum Maturity Date" as set forth in Ordinance
No. 23028-12-2017, as supplemented by Ordinance No. 25970-02-2023, shall read:
"February 25, 2055", (b) the definition of "Outstanding Prior Lien Bonds" as set forth in
Ordinance No. 23028-12-2017, as supplemented by Ordinance No. 25970-02-2023, shall read:
"bonds currently outstanding or hereafter issued secured by a first lien on and pledge of Pledged
Revenues, and include the outstanding and unpaid bonds of the following series, to -wit: the City
of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2009; the City of Fort
Worth, Texas Water and Sewer System Revenue Bonds, Series 2015; the City of Fort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2015A; the
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City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 201513; the City of
Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series
2016; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2017; the
City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Series 2017A; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds,
Series 201713; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series
2018; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2019; the
City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2020; the City of
Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series
2020A; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and
Improvement Bonds, Series 2021; the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2022; the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2023; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding
Bonds, Series 2023A; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds,
Series 2024; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series
2024B CWSRF (Village Creek); and the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2024C SWIFT (Eagle Mountain)", (c) the definition of "S&P" as set
forth in Ordinance No. 23028-12-2017 shall read: "S&P Global Ratings, a Standard & Poor's
Financial Services LLC business, or, if such entity is dissolved or liquidated or otherwise ceases
to perform securities rating services, such other nationally recognized securities rating agency as
may be designated in writing by the City", and (d) the definition of "Subordinate Lien
Obligations" as set forth in Ordinance No. 23028-12-2017 shall read: bonds or other obligations
currently outstanding or hereafter issued secured by a lien on and pledge of Pledged Revenues
subordinate to the Prior Lien Obligations and the Subordinate Lien Bonds, and include the
currently outstanding City of Fort Worth, Texas Combination Tax and Revenue Certificates of
Obligation, Series 2012, City of Fort Worth, Texas Combination Tax and Revenue Certificates
of Obligation, Series 2021, and City of Fort Worth, Texas Combination Tax and Revenue
Certificates of Obligation, Series 2023. In addition, with respect to the definition of
"Subordinate Lien Bonds" set forth in Ordinance No. 23028-12-2017, as supplemented by
Ordinance No. 25970-02-2023, there currently are no Subordinate Lien Bonds outstanding and
unpaid.
Section 5. That the Second Amendment to Issuing and Paying Agent Agreement by and
between the City and the Issuing and Paying Agent, relating to the Commercial Paper Notes, in
substantially the form attached to this Ordinance as Exhibit A, is hereby approved, and any
Authorized Representative is hereby authorized and directed to execute the same for and on
behalf of the City and the City Secretary is authorized to attest and place the City seal on such
instrument. Any Authorized Representative is hereby authorized to enter into any supplemental
agreements with the Issuing and Paying Agent or with any successor Issuing and Paying Agent
in order to implement the functions of the Issuing and Paying Agent or Registrar with respect to
the Commercial Paper Notes. For all purposes, the term "Issuing and Paying Agent Agreement"
shall mean, collectively, the 2017 Issuing and Paying Agent Agreement, the First Amendment to
Issuing and Paying Agent Agreement and the Second Amendment to Issuing and Paying Agent
Agreement.
Section 6. That the Second Amendment to Dealer Agreement by and between the City
and the Dealer, in substantially the form attached to this Ordinance as Exhibit B, is hereby
approved, and any Authorized Representative is hereby authorized and directed to execute the
same for and on behalf of the City and the City Secretary is authorized to attest and place the
City seal on such instrument. For all purposes, the term "Dealer Agreement" shall mean,
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collectively, the 2017 Dealer Agreement; the First Amendment to Dealer Agreement and the
Second Amendment to Dealer Agreement.
Section 7. That the Second Amendment to Calculation Agent Agreement by and between
the City and the Calculation Agent, in substantially the form attached to this Ordinance as
Exhibit C, is hereby approved, and any Authorized Representative is hereby authorized and
directed to execute the same for and on behalf of the City and the City Secretary is authorized to
attest and place the City seal on such instrument. For all purposes, the term "Calculation Agent
Agreement" shall mean, collectively, the 2017 Calculation Agent Agreement, the First
Amendment to Calculation Agent Agreement and the Second Amendment to Calculation Agent
Agreement.
Section 8. That any Authorized Representative, the City Secretary, and the other officers
of the City, each are hereby authorized and directed, jointly and severally, to do any and all
things and to execute and deliver any and all documents which they may deem necessary or
advisable in order to consummate the issuance, sale and delivery of the Commercial Paper Notes
and otherwise to effectuate the purposes of this Ordinance, the Issuing and Paying Agent
Agreement, the Dealer Agreement, the Calculation Agent Agreement and the Offering
Memorandum. Specifically, by the adoption of this Ordinance, the City Council hereby
authorizes the payment of the fees and expenses incurred and to be paid by the City in
connection with the issuance, sale and delivery of the Commercial Paper Notes and the execution
and delivery of the Dealer Agreement, the Calculation Agent Agreement and the Issuing and
Paying Agent Agreement including, without limitation, the fee of the Attorney General of the
State of Texas payable in respect to the review of the proceedings authorizing the issuance of the
Commercial Paper Notes required under Section 1202.004, Texas Government Code. By
adoption of this Ordinance, each Authorized Representative is designated as a special Acting
Assistant City Manager for the limited purposes of executing certificates, agreements, notices,
instruction letters, requisitions, and other documents on behalf of the City in accordance with this
Ordinance.
Section 9. That the City Manager, or his designee, is directed to provide notice of the
adoption of this Ordinance to each Rating Agency currently providing a rating for the
Commercial Paper Notes, consistent with the provisions of Section 4.16 of Ordinance No.
23028-12-2017, as supplemented by Ordinance No. 25970-02-2023, as supplemented by this
Ordinance.
Section 10. That the preamble to this Ordinance shall be considered an integral part of
this Ordinance and is herein incorporated as part of the body of this Ordinance for all purposes.
Section 11. That capitalized terms used herein and not otherwise defined shall have the
meaning given such terms in Ordinance No. 23028-12-2017, as supplemented by Ordinance No.
25970-02-2023.
Section 12. That this Ordinance shall be effective immediately from and after its passage
in accordance with the provisions of Section 1201.028, Texas Government Code, as amended.
[Execution Page Follows]
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Section 13. That it is hereby officially found and determined that the meeting at which
this Ordinance was passed was open to the public, and public notice of the time, place and
purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as
amended.
ADOPTED AND EFFECTIVE February 25, 2025.
Mayor, City of Fort Worth, Texas
ATTEST:
(SEAL)
City Secretary, City of Fort Worth, Texas
i199V01LINITf,1Nr611119)R1�/so�u��xe
City Attorney, City of Fort Worth
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Jannette S. Goodall, City Secretary of the City of Fort Worth, in the State of Texas, do
hereby certify that I have compared the attached and foregoing excerpt from the minutes of the
regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on
February 25, 2025, and of the ordinance amending Ordinance No. 23028-12-2017 and Ordinance
No. 25970-02-2023, which was duly passed at said meeting, and that said copy is a true and
correct copy of said excerpt and the whole of said ordinance. Said meeting was open to the
public, and public notice of the time, place, and purpose of said meeting was given, all as
required by Chapter 551, Texas Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth, this _ day of February, 2025.
City Secretary of the
City of Fort Worth, Texas
(SEAL)
Section 4. Enterprise Funds Page 22
Fund / Department
Budget Category
Water and Sewer Fund
Revenues
License and Permits 1,910,000$ 1,910,000$
Charges for Services 562,502,751$ This M&C 245,500$ 562,748,251$
Use of Money and Property 2,596,386$ 2,596,386$
Other Revenue 13,765,000$ 13,765,000$
Sale of Capital Asset 100,000$ 100,000$
Salvage Sales 30,000$ 30,000$
Transfer from Water Impact 13,865,588$ 13,865,588$
Transfer from Sewer Impact 18,143,557$ 18,143,557$
Transfer from Environ Protection Fund 756,690$ 756,690$
Transfer from Stormwater Utility Fund 1,562,024$ 1,562,024$
Transfer from Solid Waste Fund 1,731,102$ 1,731,102$
Use of Fund Balance ‐$ M&C 24‐0872 300,000$ 300,000$
Total Revenues 616,963,098$ 545,500$ 617,508,598$
Expenditures
Water 229,115,919$ M&C 24‐0872 300,000$ 229,538,669$
This M&C 122,750$
Reclaimed Water 211,659$ 211,659$
Wastewater 129,555,320$ This M&C 122,750$ 129,678,070$
Transfer to Water Capital Fund 7,796,463$ 7,796,463$
Transfer to General Fund for Energy Savings Prog 27,005$ 27,005$
Transfer to HR for Positions 1,738,600$ 1,738,600$
Transfer for Parking 218,105$ 218,105$
Transfer to Water and Sewer Capital Fund 92,597,771$ 92,597,771$
Payment in Lieu of Taxes 6,098,464$ 6,098,464$
Street Rental 28,755,154$ 28,755,154$
Transfer to Water Debt Funds 120,666,320$ 120,666,320$
Transfer to IT Refresh Capital 182,318$ 182,318$
Total Expenditures 616,963,098$ 545,500$ 617,508,598$
FY2025 Adopted
Budget
Authority Budget
Adjustment
Revised FY2025 Budget
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This Second Amendment to Dealer Agreement, dated as of March 27, 2025 (this "First
Amendment"), is between the CITY OF FORT WORTH, TEXAS (the "City") and J.P.
MORGAN SECURITIES LLC. (the "Dealer"). For and in consideration of the mutual covenants
made herein and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1. Background and Definitions.
(a) Pursuant to the 2017 Ordinance (defined below), the City has authorized the issuance
and reissuance from time-to-time of its tax-exempt commercial paper notes (the "Commercial
Paper Notes") in the aggregate principal amount not to exceed $150,000,000 outstanding at any
time.
(b) The City authorized the issuance of the Commercial Paper Notes pursuant to its
"Ordinance approving and authorizing the issuance by the City of Fort Worth, Texas of its Water
and Sewer System Commercial Paper Notes, Callable CP Series, in an aggregate principal
amount at any one time outstanding not to exceed $150,000,000 to provide interim financing to
pay Project Costs for Eligible Projects and to refund obligations issued in connection with
Eligible Projects; approving and authorizing certain authorized officers and employees to act on
behalf of the City in the selling and delivery of such Commercial Paper Notes, within the
limitations and procedures specified herein; making certain covenants and agreements in
connection therewith; resolving other matters incident and related to the issuance, sale, security
and delivery of such Commercial Paper Notes, including the appointment of an Issuing and
Paying Agent, a Dealer and a Calculation Agent and approval of an Issuing and Paying Agent
Agreement, a Dealer Agreement and a Calculation Agent Agreement; approving the use of an
Offering Memorandum in connection with the sale from time to time of such Commercial Paper
Notes; and providing an effective date", adopted on December 5, 2017 (the "2017 Ordinance").
(c) Pursuant to the 2017 Ordinance, the City and the Dealer executed and delivered, and
there remains in effect, that certain Dealer Agreement dated as of December 1, 2017 (the "2017
Dealer Agreement").
(d) On February 14, 2023, the City adopted an ordinance (the "2023 Ordinance") to
increase the aggregate principal amount at any one time outstanding not to exceed $225,000,000,
to authorize the execution of a First Amendment to Dealer Agreement (the "First Amendment"),
and to authorize additional changes to conform documents, including the 2017 Dealer
Agreement, to changes in federal and state law enacted subsequent to the effective date of the
2017 Ordinance.
(e) There are currently no Commercial Paper Notes outstanding.
(f) On February 25, 2025, the City adopted an ordinance (the "2025 Ordinance") to
increase the aggregate principal amount at any one time outstanding not to exceed $700,000,000,
to authorize the execution of this Second Amendment, and to authorize additional changes to
conform documents, including the 2017 Dealer Agreement and the First Amendment, to changes
in state law enacted subsequent to the effective date of the 2023 Ordinance.
(g) For all purposes, the term "Agreement" shall mean the 2017 Dealer Agreement, as
amended by the First Amendment, and as further amended by this Second Amendment; the term
"Ordinance" shall mean, collectively, the 2017 Ordinance, the 2023 Ordinance and the 2025
Ordinance; the term "Calculation Agent Agreement" shall mean the Calculation Agent
Agreement, dated as of December 1, 2017, between the City and Hilltop Securities Inc., as
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amended by the First Amendment to Calculation Agent Agreement, dated as of March 1, 2023,
and the Second Amendment to Calculation Agent Agreement, dated as of March 27, 2025,
between the City and Hilltop Securities Inc.; and the term "Issuing and Paying Agent
Agreement" shall mean the Issuing and Paying Agent Agreement, dated as of December 1, 2017,
between the City and U.S. Bank Trust Company, National Association, as amended by the First
Amendment to Issuing and Paying Agent Agreement, dated as of March 1, 2023, and the Second
Amendment to Issuing and Paying Agent Agreement, dated as of March 27, 2025, between the
City and U.S. Bank Trust Company, National Association.
Section 2. Amendments to 2017 Dealer Agreement.
(a) For all purposes, any reference in the 2017 Dealer Agreement to $225,000,000 shall
be deemed to read and mean $700,000,000.
(b) Section 14(a) of the 2017 Dealer Agreement is amended to read as follows:
The City:
City of Fort Worth, Texas
100 Fort Worth Trail, 12th Floor
Fort Worth, Texas 76102
Attention: Chief Financial Officer
Telephone: (817) 392-8500
Fax: (817) 392-8966
E-Mail: reginald.zeno@fortworthtexas.gov
(c) The 2017 Dealer Agreement is amended by replacing section 16 in its entirety with
the following:
"16. State Law Verifications. The Dealer 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 the Dealer 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) The Dealer 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) The Dealer 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 the Dealer and any of its parent company, wholly- or majority-owned
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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) The Dealer 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) The Dealer 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) The Dealer 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. The Dealer
agrees that it will not rescind any applicable standing letter at any time for so long as the
Dealer remains the Dealer for the Commercial Paper Notes unless the same is
immediately replaced with a standing letter acceptable to the Attorney General. The
Dealer 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."
(d) The 2017 Dealer Agreement is amended by deleting sections 17, 18, 19 and 20 in
their entireties.
(e) Appendix A to the 2017 Dealer Agreement is amended to read as follows:
"APPENDIX A
CERTIFICATE OF AUTHORIZED REPRESENTATIVES
We are the officers and employees of the City of Fort Worth, Texas (the "City") as
specified below. We are duly authorized pursuant to Ordinance No. 23028-12-2017, Ordinance
No. 25970-02-2023 and Ordinance No. _____-02-2025 (collectively, the "Ordinance") with
respect to the City's Water and Sewer System Commercial Paper Notes, Callable CP Series,
established by the Ordinance in an aggregate principal amount at any one time outstanding not to
exceed $700,000,000 (the "Commercial Paper Notes"). The signature of each Authorized
Representative is set forth beside their respective names.
Authorized Representatives Title Signature
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Jesus "Jay" Chapa
Reginald Zeno
Tony Rousseau
Alex Laufer
Jay Rutledge
City Manager
Chief Financial Officer
Assistant Finance Director
Debt Manager
Financial Services Manager
_________________________
_________________________
_________________________
_________________________
_________________________
Executed this ____ day of _______________, 2025.
Before me, on this day personally appeared the foregoing individuals, known to me to be
the officers whose true and genuine signatures were subscribed above in my presence.
Given under my hand and seal of office this _____ day of _____________, 2025.
_________________________________
(Notary Seal) Notary Public
Section 3. Miscellaneous.
(a) Except as amended by the First Amendment and this Second Amendment, the 2017
Dealer Agreement remains in full force and effect.
(b) This Second Amendment may be executed in two or more counterparts, which when
so executed shall constitute one and the same agreement. The delivery of copies of this Second
Amendment as executed by PDF or facsimile transmission shall constitute effective execution
and delivery as to the parties and may be used in lieu of originals for all purposes.
(c) This Second Amendment shall be effective as of the execution and delivery of that
certain Second Amendment to Issuing and Paying Agent Agreement between the City and U.S.
Bank Trust Company, National Association, dated as of March 27, 2025.
[Execution Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as
of the date first above written.
CITY OF FORT WORTH, TEXAS
By: ______________________________
Name: Jesus "Jay" Chapa
Title: City Manager
ATTEST:
By: _______________________ (SEAL)
Name: Jannette S. Goodall
Title: City Secretary
J.P. MORGAN SECURITIES LLC
By: ______________________________
Name: ______________________________
Title: ______________________________
Signature page Second Amendment to Dealer Agreement
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This Second Amendment to Issuing and Paying Agent Agreement, dated as of March 27,
2025 (this "Second Amendment"), is by and between U.S. Bank Trust Company, National
Association (the "Bank") with offices at 100 Wall Street, Suite 600, New York, New York 10005
and the City of Fort Worth, Texas, a Texas home-rule municipality with offices at 100 Fort
Worth Trail 12th Floor, Fort Worth, Texas 76102 (the "City"). For and in consideration of the
mutual covenants made herein and other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Background and Definitions.
(a) Pursuant to the 2017 Ordinance (defined below), the City has authorized the issuance
and reissuance from time-to-time of its tax-exempt commercial paper notes (the "Commercial
Paper Notes") in the aggregate principal amount not to exceed $150,000,000 outstanding at any
time.
(b) The City authorized the issuance of the Commercial Paper Notes pursuant to its
"Ordinance approving and authorizing the issuance by the City of Fort Worth, Texas of its Water
and Sewer System Commercial Paper Notes, Callable CP Series, in an aggregate principal
amount at any one time outstanding not to exceed $150,000,000 to provide interim financing to
pay Project Costs for Eligible Projects and to refund obligations issued in connection with
Eligible Projects; approving and authorizing certain authorized officers and employees to act on
behalf of the City in the selling and delivery of such Commercial Paper Notes, within the
limitations and procedures specified herein; making certain covenants and agreements in
connection therewith; resolving other matters incident and related to the issuance, sale, security
and delivery of such Commercial Paper Notes, including the appointment of an Issuing and
Paying Agent, a Dealer and a Calculation Agent and approval of an Issuing and Paying Agent
Agreement, a Dealer Agreement and a Calculation Agent Agreement; approving the use of an
Offering Memorandum in connection with the sale from time to time of such Commercial Paper
Notes; and providing an effective date", adopted on December 5, 2017 (the "2017 Ordinance").
(c) Pursuant to the 2017 Ordinance, the City and the Bank executed and delivered, and
there remains in effect, that certain Issuing and Paying Agent Agreement dated as of
December 1, 2017 (the "2017 Issuing and Paying Agent Agreement").
(d) On February 14, 2023, the City adopted an ordinance (the "2023 Ordinance") to
increase the aggregate principal amount at any one time outstanding not to exceed $225,000,000,
to authorize the execution of a First Amendment to Issuing and Paying Agent Agreement (the
"First Amendment"), and to authorize additional changes to conform documents, including the
2017 Issuing and Paying Agent Agreement, to changes in federal and state law enacted
subsequent to the effective date of the 2017 Ordinance.
(e) There are currently no Commercial Paper Notes outstanding.
(f) On February 25, 2025, the City adopted an ordinance (the "2025 Ordinance") to
increase the aggregate principal amount at any one time outstanding not to exceed $700,000,000,
to authorize the execution of this Second Amendment, and to authorize additional changes to
conform documents, including the 2017 Issuing and Paying Agent Agreement and the First
Amendment, to changes in state law enacted subsequent to the effective date of the 2023
Ordinance.
2
(g) For all purposes, the term "Agreement" shall mean the 2017 Issuing and Paying
Agent Agreement, as amended by the First Amendment, and as further amended by this Second
Amendment; the term "Ordinance" shall mean, collectively, the 2017 Ordinance, the 2023
Ordinance and the 2025 Ordinance; the term "Calculation Agent Agreement" shall mean the
Calculation Agent Agreement, dated as of December 1, 2017, between the City and Hilltop
Securities Inc., as amended by the First Amendment to Calculation Agent Agreement, dated as
of March 1, 2023, and the Second Amendment to Calculation Agent Agreement, dated as of
March 27, 2025, between the City and Hilltop Securities Inc.; and the term "Dealer Agreement"
shall mean the Dealer Agreement, dated as of December 1, 2017, between the City and J.P.
Morgan Securities LLC, as amended by the First Amendment to Dealer Agreement, dated as of
March 1, 2023, and the Second Amendment to Dealer Agreement, dated as of March 27, 2025,
between the City and J.P. Morgan Securities LLC.
Section 2. Amendments to 2017 Issuing and Paying Agent Agreement.
(a) For all purposes, any reference in the 2017 Issuing and Paying Agent Agreement to
$225,000,000 shall be deemed to read and mean $700,000,000.
(b) Section 19(b) of the 2017 Issuing and Paying Agent Agreement is amended to
address changes to notice to the Bank and the City, to read as follows:
"All communications to Bank by or on behalf of City or a Dealer, by writing or telephone, which
relate to the completion, delivery or payment of any Commercial Paper Note, are to be delivered
to Bank via SPANS Online. If SPANS Online is not functioning, communications may be
directed to Commercial Paper Operations at the fax number or email address indicated below or
to such other address or telephone number as Bank specifies to City in writing.
U.S. Bank Trust Company, National Association
100 Wall Street, Suite 600
New York, NY 10005
Attention: Commercial Paper Operations
Facsimile No.: (212) 509-4529
Telephone No.: (212) 951-8508
Email address:mmi.processing@usbank.com
Notices and other communications hereunder to Bank (other than communications that relate to
the completion, delivery or payment of any Commercial Paper Note) or to City are to be directed
to the address or telephone number indicated below, or to such other address or telephone
number as the party receiving such notice shall have previously specified in writing to the party
sending such notice:
If to City at:
City of Fort Worth, Texas
100 Fort Worth Trail, 12th Floor
Fort Worth, Texas 76102
Attention: Chief Financial Officer/Director of Financial Management
Services
Telephone: (817) 392-8500
Fax: (817) 392-8966
3
E-Mail: reginald.zeno@fortworthtexas.gov
With a copy to the City Law Department at the same address.
If to Bank at:
U.S Bank Trust Company, National Association
100 Wall Street, Suite 600
New York, NY 10005
Attention: Corporate Trust Administration
Facsimile No.: (212) 509-3384
Telephone No.: (212) 951-8561"
(c) The 2017 Issuing and Paying Agent Agreement is amended by amending sections 23
and 24 to read as follows:
"23. Reserved.
24. Reserved."
(d) The 2017 Issuing and Paying Agent Agreement is amended by replacing sections 33,
34 and 35 with the following new section 33:
"33. State Law Verifications. The 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 the 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) The 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) The 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 the 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) The 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,
4
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) The 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) The 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. The Bank
agrees that it will not rescind any applicable standing letter at any time for so long as the
Bank remains the Issuing and Paying Agent for the Commercial Paper Notes unless the
same is immediately replaced with a standing letter acceptable to the Attorney General.
The 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."
(e) Section 36 of the 2017 Issuing and Paying Agent Agreement is hereby renumbered as
section 34.
(f) Exhibit A to the 2017 Issuing and Paying Agent Agreement is amended to read as
follows:
"EXHIBIT A
Certificate of Authorized Representatives
We are the officers and employees of the City of Fort Worth, Texas (the "City") as
specified below. We are duly authorized pursuant to Ordinance No. 23028-12-2017, Ordinance
No. 25970-02-2023 and Ordinance No. _____-02-2025 (collectively, the "Ordinance") with
respect to the City's Water and Sewer System Commercial Paper Notes, Callable CP Series,
established by the Ordinance in an aggregate principal amount at any one time outstanding not to
exceed $700,000,000 (the "Commercial Paper Notes"). The signature of each Authorized
Representative is set forth beside their respective names.
Authorized Representatives
Jesus "Jay" Chapa
Reginald Zeno
Tony Rousseau
Title
City Manager
Chief Financial Officer
Assistant Finance Director
Signature
_________________________
_________________________
_________________________
5
Alex Laufer
Jay Rutledge
Debt Manager
Financial Services Manager
_________________________
_________________________
Executed this ____ day of __________________, 2025.
Before me, on this day personally appeared the foregoing individuals, known to me to be
the officers whose true and genuine signatures were subscribed above in my presence.
Given under my hand and seal of office this _____ day of ____________________,
2025.
_______________________________
Notary Public
(Notary Seal)"
Section 3. Miscellaneous.
(a) Except as amended by the First Amendment and this Second Amendment, the 2017
Issuing and Paying Agent Agreement remains in full force and effect.
(b) This Second Amendment may be executed in two or more counterparts, which when
so executed shall constitute one and the same agreement. The delivery of copies of this Second
Amendment as executed by PDF or facsimile transmission shall constitute effective execution
and delivery as to the parties and may be used in lieu of originals for all purposes.
(c) This Second Amendment shall be effective as of the execution and delivery of this
Second Amendment by both parties hereto.
[Execution Page Follows]
6
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as
of the date first above written.
CITY OF FORT WORTH, TEXAS
By: ______________________________
Name: Jesus "Jay" Chapa
Title: City Manager
ATTEST:
By: _______________________ (SEAL)
Name: Jannette S. Goodall
Title: City Secretary
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
By: ______________________________
Name: ______________________________
Title: ______________________________
Signature page Second Amendment to Issuing and Paying Agent Agreement
1
This Second Amendment to Calculation Agent Agreement, dated as of March 27, 2025
(this "Second Amendment"), is between the CITY OF FORT WORTH, TEXAS (the "City") and
HILLTOP SECURITIES INC. (the "Calculation Agent"). For and in consideration of the mutual
covenants made herein and other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
Section 1. Background and Definitions.
(a) Pursuant to the 2017 Ordinance (defined below), the City has authorized the issuance
and reissuance from time-to-time of its tax-exempt commercial paper notes (the "Commercial
Paper Notes") in the aggregate principal amount not to exceed $150,000,000 outstanding at any
time.
(b) The City authorized the issuance of the Commercial Paper Notes pursuant to its
"Ordinance approving and authorizing the issuance by the City of Fort Worth, Texas of its Water
and Sewer System Commercial Paper Notes, Callable CP Series, in an aggregate principal
amount at any one time outstanding not to exceed $150,000,000 to provide interim financing to
pay Project Costs for Eligible Projects and to refund obligations issued in connection with
Eligible Projects; approving and authorizing certain authorized officers and employees to act on
behalf of the City in the selling and delivery of such Commercial Paper Notes, within the
limitations and procedures specified herein; making certain covenants and agreements in
connection therewith; resolving other matters incident and related to the issuance, sale, security
and delivery of such Commercial Paper Notes, including the appointment of an Issuing and
Paying Agent, a Dealer and a Calculation Agent and approval of an Issuing and Paying Agent
Agreement, a Dealer Agreement and a Calculation Agent Agreement; approving the use of an
Offering Memorandum in connection with the sale from time to time of such Commercial Paper
Notes; and providing an effective date", adopted on December 5, 2017 (the "2017 Ordinance").
(c) Pursuant to the 2017 Ordinance, the City and the Calculation Agent executed and
delivered, and there remains in effect, that certain Calculation Agent Agreement dated as of
December 1, 2017 (the "2017 Calculation Agent Agreement").
(d) On February 14, 2023, the City adopted an ordinance (the "2023 Ordinance") to
increase the aggregate principal amount at any one time outstanding not to exceed $225,000,000,
to authorize the execution of a First Amendment to Calculation Agent Agreement (the "First
Amendment"), and to authorize additional changes to conform documents, including the 2017
Calculation Agent Agreement, to changes in federal and state law enacted subsequent to the
effective date of the 2017 Ordinance.
(e) There are currently no Commercial Paper Notes outstanding.
(f) On February 25, 2025, the City adopted an ordinance (the "2025 Ordinance") to
increase the aggregate principal amount at any one time outstanding not to exceed $700,000,000,
to authorize the execution of this Second Amendment, and to authorize additional changes to
conform documents, including the 2017 Calculation Agent Agreement and the First Amendment,
to changes in state law enacted subsequent to the effective date of the 2023 Ordinance.
(g) For all purposes, the term "Agreement" shall mean the 2017 Calculation Agent
Agreement, as amended by the First Amendment, and as further amended by this Second
Amendment; the term "Ordinance" shall mean, collectively, the 2017 Ordinance, the 2023
Ordinance and the 2025 Ordinance; the term "Dealer Agreement" shall mean the Dealer
Agreement, dated as of December 1, 2017, between the City and J.P. Morgan Securities LLC, as
2
amended by the First Amendment to Dealer Agreement, dated as of March 1, 2023, and the
Second Amendment to Dealer Agreement, dated as of March 27, 2025, between the City and J.P.
Morgan Securities LLC; and the term "Issuing and Paying Agent Agreement" shall mean the
Issuing and Paying Agent Agreement, dated as of December 1, 2017, between the City and U.S.
Bank Trust Company, National Association, as amended by the First Amendment to Issuing and
Paying Agent Agreement, dated as of March 1, 2023, and the Second Amendment to Issuing and
Paying Agent Agreement, dated as of March 27, 2025, between the City and U.S. Bank Trust
Company, National Association.
Section 2. Amendments to 2017 Calculation Agent Agreement.
(a) For all purposes, any reference in the 2017 Calculation Agent Agreement to
$225,000,000 shall be deemed to read and mean $700,000,000.
(b) Section 9(a) of the 2017 Calculation Agent Agreement is amended to read as follows:
The City:
City of Fort Worth, Texas
100 Fort Worth Trail, 12th Floor
Fort Worth, Texas 76102
Attention: Chief Financial Officer
Telephone: (817) 392-8500
Fax: (817) 392-8966
E-Mail: reginald.zeno@fortworthtexas.gov
The Calculation Agent:
Hilltop Securities Inc.
717 N Harwood Street
Suite 3400
Dallas, Texas 75201
Attention: Brett Weaver
Telephone: 214-953-4020
Fax: 214-954-4339
Email: Brett.Weaver@hilltopsecurities.com
(c) The 2017 Calculation Agent Agreement is amended by replacing section 11 in its
entirety with the following:
"11. State Law Verifications. The Calculation Agent 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 the Calculation Agent 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.
3
(a) The Calculation Agent 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) The Calculation Agent 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 the Calculation Agent 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) The Calculation Agent 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) The Calculation Agent 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) The Calculation Agent 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.
The Calculation Agent agrees that it will not rescind any applicable standing letter at any
time for so long as the Calculation Agent remains the Calculation Agent for the
Commercial Paper Notes unless the same is immediately replaced with a standing letter
acceptable to the Attorney General. The Calculation Agent 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."
(d) The 2017 Calculation Agent Agreement is amended by deleting sections 12, 13, 14
and 15 in their entireties.
Section 3. Miscellaneous.
(a) Except as amended by the First Amendment and this Second Amendment, the 2017
Calculation Agent Agreement remains in full force and effect.
4
(b) This Second Amendment may be executed in two or more counterparts, which when
so executed shall constitute one and the same agreement. The delivery of copies of this Second
Amendment as executed by PDF or facsimile transmission shall constitute effective execution
and delivery as to the parties and may be used in lieu of originals for all purposes.
(c) This Second Amendment shall be effective as of the execution and delivery of that
certain Second Amendment to Issuing and Paying Agent Agreement between the City and U.S.
Bank Trust Company, National Association, dated as of March 27, 2025.
[Execution Page Follows]
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 02/25/25 M&C FILE NUMBER: M&C 25-0156
LOG NAME: 13WATER SEWER COMMERCIAL PAPER PROGRAM INCREASE FY25
SUBJECT
(ALL) Adopt Ordinance Authorizing the Extension and Increase of the Callable Commercial Paper Program for the Water Department with a
Final Issuance Date No Later than February 25, 2055 and in an Aggregate Outstanding Principal Amount Not to Exceed $700,000,000.00 at Any
One Time, Authorizing Conforming Amendments of Existing Dealer, Paying Agent/Registrar and Calculation Agent Agreements for the Program,
and Ordaining Other Matters Related Thereto; Adopt Amended and Restated Thirty-Second Supplemental Ordinance Authorizing Issuance and
Sale of City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds in an Amount Up to $700,000,000.00 to Allow for
Refinancing of Outstanding Commercial Paper if Needed; Adopt Appropriation Ordinances; and Amend the Fiscal Year 2025 Adopted Budget
RECOMMENDATION:
It is recommended that City Council:
1. Adopt the attached ordinance authorizing an extended and expanded callable commercial paper program for the Water Department with a
final issuance date no later than February 25, 2055, in an aggregate outstanding principal amount not to exceed $700,000,000.00 at any one
time, with an annual cost of $25,000.00; authorizing conforming amendments to the existing Dealer, Paying Agent/Registrar and Calculation
Agent Agreements for the program, authorizing certain officers and employees to act on behalf of the City in the selling and delivery of the
obligations, and resolving other matters incident and related to the issuance, sale, security and delivery of the obligations;
2. Adopt the attached Amended and Restated Thirty-Second Supplemental Ordinance authorizing issuance and sale of City of Fort Worth,
Texas Water and Sewer System Revenue Refunding Bonds in an aggregate principal amount not to exceed $700,000,000.00 to allow
outstanding commercial paper to be refunded/refinanced for a longer term if needed;
3. Adopt the attached appropriation ordinance, increasing appropriations in the Water and Sewer Callable Commercial Paper Fund, in the
amount of $475,000,000.00, for a total appropriation of $700,000,000.00, to support contracting authority under the callable commercial
paper program;
4. Adopt the attached appropriation ordinance, increasing estimated receipts and appropriations in the Water and Sewer Fund, in the amount
of $245,500.00, from future revenues, for the purpose of paying closing and delivery fees associated with the program; and
5. Amend the Fiscal Year 2025 Adopted Budget.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to take actions to extend and increase the liquidity facility for the City's Water and
Sewer System, which supports appropriations to initiate capital projects between annual revenue bond sales. Several upcoming large facility
projects in the five-year Capital Improvement Program (CIP) are necessitating this increase.
Since 2017, the City's Water and Sewer Utility System has employed a financing tool known as the Callable Commercial Paper (CCP) Program
with J.P. Morgan Securities LLC engaged as dealer (M&C C-28496, Ordinance 23028-12-2017). The CCP program has provided appropriation
authority for capital projects identified within the Water and Sewer Capital Improvement Program. The Water Department has used this authority in
conjunction with Council-adopted reimbursement resolutions to facilitate the initial award of capital improvement contracts that will ultimately be
financed by longer term bonds issued after the project has commenced. During the initial period of construction, interim payments are paid out of
available resources. When System revenue bonds are then issued, proceeds are used to repay the System's interim payment sources, fund the
projects, and replenish the CCP authority.
Although the CCP ordinance provides authority to have up to $700,000,000.00 in commercial paper outstanding at any one time in order to
support appropriations and expedite project delivery between bond issues, no commercial paper has actually been issued under the program to
date. If CCP were to be issued, the annual dealer fee would be 0.10% of the principal amount of commercial paper outstanding. In addition, an
annual calculation agent fee will be assessed each year as long as the CCP is outstanding. In accordance with state law, the commercial paper
would have a maturity date that is no greater than 270 days from its date of issuance. Were the City to actually issue CCP and have it
approaching maturity, the City would have several options. One such option would be to issue long-term refunding debt utilizing the authority
provided under the amended and restated thirty-second supplemental ordinance, which is attached as the second recommendation. Having the
ability to issue long-term refunding bonds also enhances the credit rating for the CCP program. Updated supplemental ordinances are anticipated
for adoption each calendar year to extend the delegated standby authority to issue refunding bonds, if needed, throughout the life of the program.
As is required by Chapter 1371 of the Texas Government Code, the CCP program must be investment grade rated. The utility system's strong
financial performance and strong market access resulted in the CCP program being awarded S&P's highest short-term rating of A-1+.
The action in this M&C will amend the Fiscal Year (FY) 2025 Adopted Budget as approved in connection with Ordinance 27107-09-2024, Section
4. Enterprise Funds, as listed on Page 22:
Section 4. Enterprise Funds
Page 22
Fund / Department FY2025 Adopted
Budget Authority Budget
Adjustment
Revised FY2025
Budget Budget Category
Water and Sewer Fund
Revenues
License and Permits $ 1,910,000.00 $ 1,910,000.00
Charges for Services $ 562,502,751.00 This M&C $ 245,500.00 $ 562,748,251.00
Use of Money and Property $ 2,596,386.00 $ 2,596,386.00
Other Revenue $ 13,765,000.00 $ 13,765,000.00
Sale of Capital Asset $ 100,000.00 $ 100,000.00
Salvage Sales $ 30,000.00 $ 30,000.00
Transfer from Water Impact $ 13,865,588.00 $ 13,865,588.00
Transfer from Sewer Impact $ 18,143,557.00 $ 18,143,557.00
Transfer from Environ Protection Fund $ 756,690.00 $ 756,690.00
Transfer from Stormwater Utility Fund $ 1,562,024.00 $ 1,562,024.00
Transfer from Solid Waste Fund $ 1,731,102.00 $ 1,731,102.00
Use of Fund Balance $ - M&C 24-0872 $ 300,000.00 $ 300,000.00
Total Revenues $ 616,963,098.00 $ 545,500.00 $ 617,508,598.00
Expenditures
Water $ 229,115,919.00 M&C 24-0872 $ 300,000.00 $ 229,538,669.00
$ -This M&C $ 122,750.00 $
Reclaimed Water $ 211,659.00 $ 211,659.00
Wastewater $ 129,555,320.00 This M&C $ 122,750.00 $ 129,672,570.00
Transfer to Water Capital Fund $ 7,796,463.00 $ 7,796,463.00
Transfer to General Fund for Energy Savings Prog $ 27,005.00 $ 27,005.00
Transfer to HR for Positions $ 1,738,600.00 $ 1,738,600.00
Transfer for Parking $ 218,105.00 $ 218,105.00
Transfer to Water and Sewer Capital Fund $ 92,597,771.00 $ 92,597,771.00
Payment in Lieu of Taxes $ 6,098,464.00 $ 6,098,464.00
Street Rental $ 28,755,154.00 $ 28,755,154.00
Transfer to Water Debt Funds $ 120,666,320.00 $ 120,666,320.00
Transfer to IT Refresh Capital $ 182,318.00 $ 182,318.00
Total Expenditures $ 616,963,098.00 $ 545,500.00 $ 617,508,598.00
A Form 1295 is not required because: This contract will be with a publicly-traded business entity or a wholly-owned subsidiary of a publicly-traded
business entity: JP Morgan Securities LLC, US Bank Trust Company, Hilltop Securities Inc.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds
will be available in the Water & Sewer Fund from future revenues and in the W&S Commercial Paper Fund for the W&S Commercial Paper
project. Prior to any expenditure being incurred, the Water Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Reginald Zeno 8517
Originating Business Unit Head:Reginald Zeno 8517
Additional Information Contact:Anthony Rousseau 8338
5
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as
of the date first above written.
CITY OF FORT WORTH, TEXAS
By: ______________________________
Name: Jesus "Jay" Chapa
Title: City Manager
ATTEST:
By: _______________________ (SEAL)
Name: Jannette S. Goodall
Title: City Secretary
HILLTOP SECURITIES INC.
By: ______________________________
Name: ______________________________
Title: ______________________________
Signature page Second Amendment to Calculation Agent Agreement