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