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HomeMy WebLinkAbout042607-A7R13 - General - Contract - BOKF, NACSC No. 42607-A7R13 SEVENTH AMENDMENT AND THIRTEENTH RENEWAL OF CITY SECRETARY CONTRACT NO. 42607 - MASTER PAYING AGENT/REGISTRAR AGREEMENT This Seventh Amendment and Thirteenth Renewal of City Secretary Contract No. 42607 — Master Paying Agent/Registrar Agreement ("Thirteenth Renewal") is made and entered to be effective October 1, 2026, 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 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-A1; 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 2023, 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 2024, the parties amended the Agreement to provide for additional renewal options and effect a tenth renewal, that instrument being Fort Worth City Secretary Contract No. 42607-A4R10; and WHEREAS, as amended, the Agreement provides for an initial three-year term and twelve, one-year renewal options; and WHEREAS, the twelfth renewal term expires September 30, 2026; and WHEREAS, the parties wish to amend the Agreement to add certain terms and conditions required by state law and provide for additional renewal options and to extend the Agreement for an additional one-year period. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Seventh Amendment and Thirteenth 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 Subsection D, "Renewals," of Section 1.10, "Term and Appointment" of Fort Worth City Secretary Contract No. 42607, as amended, is hereby deleted in its entirety and replaced with the following: D. Renewals. This Agreement may be renewed for fifteen additional terms of one year each at the City's sole discretion at the same rate and under the same terms. 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-Al and other previous amendments and as amended herein, for a one-year thirteenth renewal period under the same terms and conditions unless otherwise further amended herein, with such renewal term to begin October 1, 2026, and continue thereafter in full force and effect through September 30, 2027 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 No. 42607-Al and other previous amendments 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 on or after October 1, 2011 through September 30, 2027, 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. 4. That Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract No. 42607-Al and other previous amendments, is hereby further revised to delete Sections 6.17-6.20, as added by Contract No. 42607-A4R11CR, in their entirety and enact a new Section 6.17 to apply during the term of the thirteenth renewal period and any subsequent renewals thereafter and to read as follows: Seventh Amendment and Thirteenth Renewal — Master Paying Agent/ Registrar Agreement Page 2 of 5 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 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 Seventh Amendment and Thirteenth Renewal — Master Paying Agent/ Registrar Agreement Page 3 of 5 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 Thirteenth 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. 9. That all other terms and conditions of Fort Worth City Secretary Contract No. 42607, as amended by Fort Worth City Secretary Contract Nos. 42607-Al and other previous amendments, that are not amended herein shall remain in full force and effect throughout the thirteenth renewal term. [Remainder of Page Intentionally Left Blank] Seventh Amendment and Thirteenth Renewal — Master Paying Agent/ Registrar Agreement Page 4 of 5 IN WI NESS WHEREOF, the parties hereto have executed this Amendment, to be effective October 1, 2023. CITY OF FORT WORTH �-�5�f,� Jay Chapa (Aug 19, 2026 11:09:31 CDT) Jesus "Jay" Chapa City Manager Approved as to Form and Legality: By. VVV 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: '1`1 U10" Brit Stock, Debt Manager No M&C Required asn Fort> Attest: pF8 .w°o0o9,00 8 oQ °caa�xa444p By: Jannette S. Goodall City Secretary BOKF, NA dba BANK OF TEXAS G� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Seventh Amendment and Thirteenth Renewal — Master Paying Agent/ Registrar Agreement Page 5 of 5 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: BOK Financial - 7th AMENDMENT & 13th RENEWAL OF CSC NO.42607 - MASTER PAYING AGENT/REGISTRAR AGREEMENT Subject of the Agreement: MASTER PAYING AGENT/REGISTRAR AGREEMENT M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 0 No ❑ CSC NO. 42607 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 10/01 /2026 If different from the approval date. Expiration Date: 09/30/2027 If applicable. Is a 1295 Form required? * Yes ❑ No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.