Loading...
HomeMy WebLinkAbout26-28630 - City Council - OrdinanceORDINANCE 26-28630 AN ORDINANCE INCREASING ESTIMATED RECEIPTS AND APPROPRIATIONS IN THE GENERAL DEBT SERVICE FUND, IN THE AMOUNT OF $250,000.00, FROM USE OF AVAILABLE FUND BALANCE, FOR THE PURPOSE OF PAYING CLOSING AND DELIVERY FEES ASSOCIATED WITH THE EXTENDABLE COMMERCIAL PAPER PROGRAM; PROVIDING FOR A SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR ORDINANCES; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS THAT: SECTION 1. In addition to those amounts allocated to the various City departments for Fiscal Year 2025-2026 in the Budget of the City Manager, there shall also be an increase in 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 extendable commercial paper program; SECTION 2. Should any portion, section or part of a section of this ordinance be declared invalid, inoperative or void for any reason by a court of competent jurisdiction, such decision, opinion or judgment shall in no way impair the remaining portions, sections, or parts of sections of this ordinance, which said remaining provisions shall be and remain in full force and effect. SECTION 3. This ordinance shall be cumulative of Ordinance 27979-09-2025 and all other ordinances and appropriations amending the same except in those instances where the provisions of this ordinance are in direct conflict with such other ordinances and appropriations, in which instance said conflicting provisions of said prior ordinances and appropriations are hereby expressly repealed. SECTION 4. This ordinance shall take effect upon adoption. APPROVED AS TO FORM AND LEGALITY: Denis C. McElroy Assistant City Attorney ADOPTED: Aunust 11.2026 EFFECTIVE: Aunust 11.2026 A . 4 Jannette S. Goodall City Secretary Ordinance No. 26-28630 Page 1 of! 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. 1 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 City's contact information in Section 14(a) of the 2022 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 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 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 2 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 2276.00 1(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. Authorized Reuresentatives Title Signature Jesus "Jay" Chapa Reginald Zeno Executed this day of City Manager Chief Financial Officer , 2026. 3 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: (SEAL) Name: Jannette S. Goodall Title: City Secretary LOOP CAPITAL MARKETS LLC By: Name: Title: Signature page First Amendment to Dealer Agreement FORT WORTH,U 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. 1 of 3 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 3 FORT WORTHfU 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 IN FORMATION/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] 3 of 3