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HomeMy WebLinkAboutResolution 2023-032 RESOLUTION NO. 2023-032 A RESOLUTION APPOINTING A SUCCESSOR PAYING AGENT/REGISTRAR FOR CERTAIN OUTSTANDING DEBT OBLIGATIONS OF THE CITY; APPROVING AND AUTHORIZING THE EXECUTION OF ONE OR MORE PAYING AGENT/REGISTRAR AGREEMENTS WITH SUCH SUCCESSOR PAYING AGENT/REGISTRAR; AND RESOLVING OTHER MATTERS INCIDENT AND RELATED THERETO. WHEREAS, The City Council (the "City Council") of the City of North Richland Hills, Texas (the "City") has previously issued bonds and other debt obligations identified on Schedule I hereto (the "Obligations"); and WHEREAS, The Bank of New York Mellon Trust Company, N.A. ("BNY") currently serves as Paying Agent/Registrar for the Obligations pursuant to certain Paying Agent/Registrar Agreements (the "Existing Agreements"), and the City desires to terminate the Existing Agreements and appoint UMB Bank, N.A. ("UMB") as a successor Paying Agent/Registrar for the Obligations pursuant to the ordinances authorizing the issuance of the Obligations (the "Ordinances") and the Existing Agreements; and WHEREAS, the City hereby finds and determines that the termination of the Existing Agreements with BNY and the appointment of UMB as Paying Agent/Registrar for the Obligations will not disrupt, delay or otherwise adversely affect the payment of the Obligations; and WHEREAS, the City Manager and Director of Finance are each hereby authorized to provide the requisite notice to the appropriate persons at BNY to effectuate the transfer of Paying Agent/Registrar functions for the Obligations to UMB; and WHEREAS, a form of the written agreement with UMB setting forth the duties and responsibilities of the Paying Agent/Registrar for such Obligations has been prepared and submitted to the City Council for approval and authorization to execute; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS THAT: SECTION 1: UMB is hereby appointed as the successor Paying Agent/Registrar for the Obligations in accordance with the terms and provisions of the Ordinances and the Existing Agreements. The City Council hereby approves the form of "Paying Agent/Registrar Agreement" to be entered into with UMB, attached hereto as Exhibit A (the "UMB Paying Agent Agreement"), with such changes thereto as approved by the City Manager, Deputy City Manager, Assistant City Manager or Director of Finance (each an "Authorized City Official"), such approval to be evidenced by execution of the UMB Paying Agent/Registrar Agreement by the Mayor or Mayor Pro Tern. Each of the Mayor or Mayor Pro Tem is hereby authorized to enter into one or more UMB Paying Agent/Registrar Agreements for the Obligations and is directed to execute such agreement(s) for and on behalf of the City. Resolution No.2023-032 Page 1 of 3 SECTION 2: The City shall cause to be sent to each registered owner of the Obligations (each, a "Holder") by United States Mail, first class postage prepaid, the requisite written notice that UMB has been appointed as the successor Paying Agent/Registrar for the Obligations; such notice to read substantially in the form and content of Exhibit B attached hereto (the "Notice of Successor Paying Agent"), which notice shall also give the address of UMB as the new Paying Agent/Registrar. The effective date of the transfer of Paying Agent/Registrar services for the Obligations to UMB will be at least 60 days from the date hereof as determined by an Authorized City Official. SECTION 3: The Director of Finance, the City Secretary or another Authorized City Official is hereby directed to provide a copy of this Resolution to BNY as notice that it has been replaced as the Paying Agent/Registrar for the Obligations. Such notice shall also inform BNY of the effective date of the transfer of the Paying Agent/Registrar services to UMB. SECTION 4: Each Authorized City Official is directed to coordinate with BNY and UMB to ensure the Security Registers, as defined in the Existing Agreements, applicable to the Obligations, together with other pertinent books and records pertaining to the Obligations, currently maintained at BNY are transferred in a timely manner to UMB in order to allow UMB to assume the functions as successor Paying Agent/Registrar for the Obligations. SECTION 5: The City Council hereby authorizes each Authorized City Official to pay BNY any outstanding fees and expenses owed by the City with respect to the Obligations and to coordinate the delivery of all funds held by BNY to UMB to effectuate the transfer of Paying Agent/Registrar services. SECTION 6:The City Council hereby authorizes the City Manager or Director of Finance to cause an appropriate notice to be filed with the Municipal Securities Rulemaking Board regarding the change to the Paying Agent/Registrar for the Obligations pursuant to this Resolution. SECTION 7:If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 8:The recitals contained in the preamble hereof are hereby found to be true, and such recitals and other statements therein are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 9:It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. Resolution No.2023-032 Page 2 of 3 [remainder of page left blank intentionally] Resolution No.2023-032 Page 3 of 3 PASSED AND APPROVED on this 24th day of April, 2023. CITY F RT q-HILLS B Cam' Y: 4fvttrtlliumhy!i!j! Oscar evino ayor VICNC,q ATTEST: S ° ,/'-Alicia Richardson = '. h City Secretary/Chief Govern ac rer'n>.`��� ��l n5pppt`tt,`` APPROVED AS TO FORM AND LEGALITY: Maleshia B. cGinnis, City Attorney APPROVED AS TO CONTENT: Mark C. Mills, Director of Finance Resolution No.2023-032 Page 4 of 3 SCHEDULE I Title Original Par Dated Date Amount($) City of North Richland Hills, Texas, General Obligation 18,275,000 April 15, 2021 Refunding and Improvement Bonds, Series 2021 City of North Richland Hills, Texas, Tax and Waterworks 2,140,000 September 1, 2020 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2020 City of North Richland Hills, Texas, General Obligation 3,750,000 September 1, 2020 Bonds, Series 2020 City of North Richland Hills, Texas, General Obligation 3,985,000 November 1, 2019 Refunding Bonds, Series 2019 City of North Richland Hills, Texas, Tax and Waterworks 6,040,000 November 1, 2019 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2019A City of North Richland Hills, Texas, Tax and Waterworks 3,335,000 November 1, 2019 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Taxable Series 2019B City of North Richland Hills, Texas, Tax and Waterworks 13,860,000 November 1, 2018 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2018 City of North Richland Hills, Texas, General Obligation 7,510,000 November 1, 2018 Refunding and Improvement Bonds, Series 2018 City of North Richland Hills, Texas, Tax and Waterworks 7,545,000 June 1, 2017 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2017 City of North Richland Hills, Texas, General Obligation 3,130,000 February 15, 2016 Refunding Bonds, Series 2016 City of North Richland Hills, Texas, Tax and Waterworks 5,415,000 February 15, 2016 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2016 City of North Richland Hills, Texas, General Obligation 10,835,000 October 15, 2014 Refunding and Improvement Bonds, Series 2014 City of North Richland Hills, Texas, Tax and Waterworks 21,990,000 October 15, 2014 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2014 City of North Richland Hills, Texas, General Obligation 20,945,000 October 15, 2013 Refunding and Improvement Bonds, Series 2013 City of North Richland Hills, Texas, Tax and Waterworks 8,890,000 October 15, 2013 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2013 69952255.3 Schedule 1 Title Original Par Dated Date Amount($) City of North Richland Hills, Texas, General Obligation 9,845,000 October 1, 2012 Bonds, Series 2012A City of North Richland Hills, Texas, General Obligation 25,830,000 August 1, 2012 Bonds, Series 2012 City of North Richland Hills, Texas, Tax and Waterworks 5,660,000 August 1, 2012 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2012 City of North Richland Hills, Texas, Tax and Waterworks 5,455,000 May 1, 2011 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2011 City of North Richland Hills, Texas, General Obligation 3,930,000 May 1, 2011 Refunding and Improvement Bonds, Series 2011 City of North Richland Hills, Texas, Tax and Waterworks 23,740,000 May 15, 2010 and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2010 69952255.3 Schedule I EXHIBIT A FORM OF PAYING AGENT/REGISTRAR AGREEMENT 69952255.3 A-1 EXHIBIT B NOTICE TO HOLDERS OF CHANGE IN PAYING AGENT/REGISTRAR UMB Bank, N.A. has been appointed successor Paying Agent/Registrar for the obligations set forth in Schedule I attached hereto, effective July 3, 2023. The address for such Paying Agent/Registrar is as follows: UMB Bank, N.A. 5910 North Central Expressway, Suite 1900 Dallas, Texas 75206 Dated this , 2023. Mark Mills Director of Finance City of North Richland Hills 4301 City Point Drive North Richland Hills, Texas 76180 69952255.3 B-1