HomeMy WebLinkAbout065716 - General - Contract - Loop Capital Markets, LLCCSC No. 65716
This First Amendment to Dealer Agreement, dated as of August 15, 2026 (this "First
Amendment"), is between the CITY OF FORT WORTH, TEXAS (the "City") and LOOP
CAPITAL MARKETS 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 2022 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 $300,000,000 outstanding at any
time.
(b) The City authorized the issuance of the Commercial Paper Notes pursuant to its "AN
ORDINANCE approving and authorizing the issuance by the City of Fort Worth, Texas of its
General Purpose Commercial Paper Notes, Series ECP, in an aggregate principal amount at any
one time outstanding not to exceed $300,000,000 to provide interim financing to pay Project
Costs for Projects and to refund obligations issued in connection with 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, and a Dealer and
approval of an Issuing and Paying Agent Agreement, and a Dealer 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 August 23, 2022 (the "2022
Ordinance").
(c) Pursuant to the 2022 Ordinance, the City and the Dealer executed and delivered, and
there remains in effect, that certain Dealer Agreement dated as of September 1, 2022 (the "2022
Dealer Agreement").
(d) There are currently no Commercial Paper Notes outstanding.
(e) On August 11, 2026, the City adopted an ordinance (the "2026 Ordinance") to
increase the aggregate principal amount at any one time outstanding not to exceed $845,000,000,
to authorize the execution of this First Amendment, and to authorize additional changes to
conform documents, including the 2022 Dealer Agreement, to changes in state law enacted
subsequent to the effective date of the 2022 Ordinance.
(f) For all purposes, the term "Agreement" shall mean the 2022 Dealer Agreement, as
amended by this First Amendment; the term "Ordinance" shall mean, collectively, the 2022
Ordinance and the 2026 Ordinance; and the term "Issuing and Paying Agent Agreement" shall
mean the Issuing and Paying Agent Agreement, dated as of September 1, 2022, 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 August 15, 2026, between the City and U.S.
Bank Trust Company, National Association.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Section 2. Amendments to 2022 Dealer Agreement.
(a) For all purposes, any reference in the 2022 Dealer Agreement to $300,000,000 shall
be deemed to read and mean $845,000,000.
(b) The Dealer's and the City's contact information in Section 14(a) of the 2022 Dealer
Agreement is amended to read as follows:
The Dealer:
Loop Capital Markets LLC
Short Term Underwriting Desk
425 S. Financial Place
Suite 2700
Chicago, IL 60605
Attention: Anna Hsu
Telephone: (312) 356-5890
E-Mail: anna.hsu@loopcapital.com
The City:
City of Fort Worth, Texas
100 Fort Worth Trail, 12t' 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 2022 Dealer Agreement is amended by replacing section 16 in its entirety with
the following:
"Section 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
N
2252.153 or Section 2270.0201, Government Code. The foregoing representation
excludes the Dealer 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 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 2022 Dealer Agreement is amended by deleting sections 17, 18, 19 and 20 in
their entireties.
(e) Appendix A to the 2022 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. 25675-08-2022 and
Ordinance No.-08-2026 (collectively, the "Ordinance") with respect to the City's General
Purpose Commercial Paper Notes, Series ECP, established by the Ordinance in an aggregate
principal amount at any one time outstanding not to exceed $845,000,000 to act severally as an
Authorized Representative (as defined in the Ordinance) in connection with the issuance, from
time to time, by the City of commercial paper notes in accordance with the Ordinance. The
signature of each Authorized Representative is set forth beside their respective names.
3
Authorized Representatives Title Signature
Jesus "Jay" Chapa City Manager
Reginald Zeno Chief Financial Officer
Executed this day of 92026.
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 ,
2026.
Notary Public
(Notary Seal)"
Section 3. Miscellaneous.
(a) Except as amended by this First Amendment, the 2022 Dealer Agreement remains in
full force and effect.
(b) This First 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 First
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 First Amendment shall be effective as of the execution and delivery of that
certain First Amendment to Issuing and Paying Agent Agreement between the City and U.S.
Bank Trust Company, National Association, dated as of August 15, 2026.
[Execution Page Follows]
4
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the date first above written.
CITY OF FORT WORTH, TEXAS
By:
Name: Jesus "Jay" Chapa
Title: City Manager
ATTEST:
By:
Name: Ja t ette S. Goodall
Title: CiVjSecretary
(SEAL)
Signature page to First Amendment to Dealer Agreement
City of Fort Worth, Texas General Put pose Commercial Paper Notes, Series ECP
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
LOOP CAPITAL MARKETS LLC
Name: Tilghman Naylor
Title: Managing Director
Signature page to First Amendment to Dealer Agreement
City of Fort Worth, Texas General Purpose Commercial Paper Notes, Series ECP
FORT WORTH,
MAYOR AND COUNCIL COMMUNICATION
7.1.7 GENERAL PURPOSE COMMERCIAL PAPER PROGRAM INCREASE
DATE: 08/11/26 M&C FILE NUMBER: M&C 26-0563
DEPARTMENT: FINANCIAL MANAGEMENT SERVICES
SUBJECT
(ALL) Adopt Ordinance Authorizing Extension of the Maximum Maturity Date and Program
Expiration Date of the City's General Purpose Commercial Paper Notes, Approving an Increase
in the Aggregate Principal Amount at Any One Time Outstanding from $300,000,000 to
$845,000,000, Restating Ordinance No. 25675-08-2022 as Supplemented by this Ordinance,
and Ordaining Related Matters; Adopt Amended and Restated Standby Refunding Bond
Ordinance; Adopt Appropriation Ordinance; and Amend the Fiscal Year 2025-2026 Budget
RECOMMENDATION
It is recommended that the City Council:
1. Adopt the attached ordinance authorizing and approving the extension of the
Maximum Maturity Date and Program Expiration Date of the City's General Purpose
Commercial Paper Notes, Series ECP, as established in Ordinance No. 25675-08-2022;
approving an increase in the aggregate principal amount at any one time outstanding
of such Commercial Paper Notes from $300,000,000 to $845,000,000; restating
Ordinance No. 25675-08-2022 as supplemented by 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 and the Dealer Agreement currently in effect; and
providing an effective date;
2. Adopt the attached Amended and Restated Ordinance authorizing issuance and sale of
City of Fort Worth, Texas General Purpose Refunding Bonds in an aggregate principal
amount not to exceed $845,000,000.00 to allow outstanding commercial paper to be
refunded/refinanced for a longer term if needed;
3. Adopt the attached appropriation ordinance, increasing estimated receipts and
appropriations in the General Debt Service Fund, in the amount of $250,000.00 from
available fund balance, for the purpose of paying closing and delivery fees associated
with the program; and
4. Amend the Fiscal Year 2026 Adopted Budget.
1of63
FORT WORTH,
DISCUSSION
The purpose of this Mayor and Council Communication (M&C) is to take actions to extend the
duration and increase the amount of the extendable commercial paper program, which serves
as the liquidity facility for the City of Fort Worth's General Purpose bond program, providing
appropriation authority to initiate capital projects between annual general purpose bond sales.
The recent approval by voters of the 2026 bond program along with several upcoming large
facility projects in the five-year Capital Improvement Program (CIP) are necessitating this
increase.
Since 2022, the City has employed a liquidity tool known as the Extendable Commercial Paper
(ECP) Program with Loop Capital Markets LLC engaged as dealer (M&C 22-0607, Ordinance
25675-08-2022). The ECP program has provided appropriation authority for capital projects
identified within the bond program. The City has used this authority in conjunction with
Council -adopted reimbursement statements to facilitate the initial award of capital
improvement contracts that will ultimately be financed by longer term bonds, which are
generally issued after projects have commenced. During the initial period of construction,
interim payments are paid out of available resources. When general purpose bonds are then
issued, proceeds are used to repay the source of interim payment sources, fund the projects,
and replenish the ECP authority.
Although the expanded ECP ordinance would provide authority to have up to $845,000,000.00
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 general debt service ECP program to date. If ECP were to be issued, the annual dealer
fee would be 0.09% of the principal amount of commercial paper outstanding. In addition, an
annual calculation agent fee will be assessed each year as long as the ECP 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 ECP 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 ordinance, which is associated with the second recommendation. Having the ability
to issue long-term refunding bonds also enhances the credit rating for the ECP program.
Updated 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 ECP program must be
investment grade rated. The City's strong financial performance and strong market access
resulted in the ECP program being awarded S&P's highest short-term rating of A-1+.
2 of 63
FORT WORTH,
The action in this M&C will amend the Fiscal Year 2026 Adopted Budget as approved in
connection with Ordinance 27979-09-2025, Section 3. Debt Service Funds, as listed on page 11.
Funding is available in the Fund Balance of the General Debt Service Fund for the Financial
Management Services Department.
This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION/CERTIFICATION
The Director of Finance certifies that upon approval of the recommendations, funds will be
available in the current operating budget, as appropriated, of the General Debt Service Fund.
Prior to an expenditure being incurred, the Financial Management Services Department has
the responsibility of verifying the availability of funds.
SUBMITTED FOR CITY MANAGER'S OFFICE BY: Reginald Zeno, # 8517
ORIGINATING BUSINESS UNIT HEAD: Reginald Zeno, # 8517
ADDITIONAL INFORMATION CONTACT: Alex Laufer, # 2268
ATTACHMENTS
1. Ord GP ECP 2026-- CP Ordinance (v.2) [7.1.7.2 - 9 pages]
2. Ex A to GP ECP Ordinance - First Amendment to Issuing and Paying Agent Agreement v
3 [7.1.7.3 - 6 pages]
3. Ex B to GP ECP Ordinance - First Amendment to Dealer Agreement v 3 [7.1.7.4 - 5
pages ]
4. Ord - Refunding Bonds for GP ECP Ordinance (v.2)(7-24-26) [7.1.7.5 - 37 pages]
5. GENERAL PURPOSE COMMERCIAL PAPER PROGRAM INCREASE AO [7.1.7.7 -1 page]
6. CONFIDENTIAL - Gen Purp Comm Paper Program funds avail (1) [7.1.7.8 -1 page]
7. CONFIDENTIAL - Fort Worth GP ECP 2026 FID Table (1) [7.1.7.10 -1 page]
Signature: &a6k,: -
Email: katherine.cenicola@fortworthtexas.gov
3 of 63
From.
Stock, Brit
To:
Hillman. Yan; W lliams. Charissa A
Cc:
Laufer. Alex
Subject:
RE: PO Setup for M&C 26-0563
Date:
Monday, August 24, 2026 2:59:12 PM
Attachments:
imaae002.ona
'maae003 ona
imaae004.ona
Charissa,
We spoke with Bond Counsel and the Appendix A page with Reggie and Jay's signature is not needed for execution of the agreement. We will
update the Signatures at the same time we update the Incumbency Certificate for US Bank.
Brit
Brit Stock
Debt Manager
Financial Management Services
Office 817-392-8980
Coll 214-476-2417
100 Fort Worth Trail, Fort Worth, TX 76102.
CONNECT WITH US. .
From: Hillman, Yan <Yan. Hillman @fortworthtexas.gov>
Sent: Thursday; August 20, 2026 11:02 AM
To: Williams, Charissa A <Charissa.Williams@fortworthtexas.gov>
Cc: Stock, Brit <Brit.Stock@fortworthtexas.gov>; Laufer, Alex <Alex. La ufer@fo rtworthtexas.gov>
Subject: FW: PO Setup for M&C 26-0563
Hi Charissa,
Please attach the FirstAmendment to Dealer Agreement to the PO as well.Let me know if you have any questions. Thankyou!
From: Hillman, Yan
Sent: Thursday, August 20, 2026 10:36 AM
To: Williams, Charissa A <Charissa.William5(@fortworthtexas.eov>
Cc: Stock, Brit<Brit.StockPfortworthtexas.g_ov>; Laufer, Alex <Alex. La ufer(aDfortworthtexas.eov>
Subject: RE: PO Setup for M&C 26-0563
Good morning Charissa,
Can you please set up a PO for Loop Capital-7000005934 in the amount of $10,000.00 forthe dealerfee related to General Purpose
Commercial Paper closing?You can use FID 40100-0134030-5810303. Let me know if you need anything else.
Thankyou!
Yen
From: Williams, Charissa A <Charissa. W illiams(@fortworthtexas.gov>
Sent: Thursday, August 13, 2026 12:38 PM
To: Hillman, Yan<Yan.Hillman(@fortworthtexas.gov>; Laufer, Alex <Alex.Laufer(alfortworthtexas.gov>
Cc: Stock, Brit <Brit.Stockno fortworthtexas.gov>
Subject: RE: PO Setup for M&C 26-0563
Thanks, Yan.
The US Bank PSK is currently being updated by Purchasing.
z - -rsr trlex please approve the S&P rag below.
1191
Charissa A. Williams
Sr. Administrative Assistant/Human Resources Coordinator
Financial Management Services
Office 817-392-8987
FMS Customer Service 817-392-8500
100 Fort Worth Trail, Fort Worth, TX 76102
CONNECT WITH US.
From: Hillman, Yan <Yan.HillmanPfortworthtexas.eov>
Sent: Wednesday, August 12, 2026 9:17 AM
To: Williams, Charissa A <Charissa Williams(@fortworthtexas gov>
Cc: Stock, Brit <Brit Stock(@fortworthtexas eov>; Laufer, Alex<Alex.LauferPfortworthtexas.gov>
Subject: PO Setup for M&C 26-0563
Hi Charissa,
City Council approved M&C 26-0563 for the GO Commercial Paper increase. To process the cost of issuance, can you please setup the POs
using the attached spreadsheet?
Troutman Pepper Locke LLP has not registered in our system. I will keep following up and keep you posted.
Please let me know if you have any questions.
Thankyou,
Yan
FORT WORTH.
I
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: LOOP CAPITAL MARKETS LLC.
Subject of the Agreement: The City authorized the issuance of the Commercial Paper Notes pursuant to its "AN ORDINANCE approving and
authorizing the issuance by the City of Fort Worth, Texas of its General Purpose Commercial Paper Notes, Series ECP
M&C Approved by the Council? * Yes 0 No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No 0
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: 08/15/2026 Expiration Date: 06/22/2046
If different from the approval date. If applicable.
Is a 1295 Form required? * Yes ❑ No ED
*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 ❑ 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.