HomeMy WebLinkAboutRES 1996-035 �-�
RESOLUTION N0. 96-35
,�, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS AUTHORIZING THE EXECUTION AND
DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT;
DIRECTING THE CITY MANAGER TO EXECUTE AND
DELIVER THE AGREEMENT; AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, the City of Grapevine, Texas (the "Disclosure Party") and the Trinity
River Authority of Texas (the "Issuer") have heretofore entered into, and may in the
future enter into, contracts relating to the provision of facilities and/or services by the
Issuer for the benefit of the Disclosure Party; and
WHEREAS, in connection with the financing of the facilities and/or services
provided by the Issuer for the benefit of the Disclosure Party, the Issuer has, and/or
will, from time to time authorize, issue and deliver bonds (the "Bonds") of the Issuer
supported by payments to be made by the Disclosure Party pursuant to such
contracts; and
"�'"' WHEREAS, the United States Securities and Exchange Commission has adopted
Rule 15c2-12, as amended from time to time (the "Rule"�; and
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WHEREAS, the Rule provides that a broker, dealer or municipal securities dealer
of Bonds issued after the effective dates set forth in the Rule, may not purchase or
sell Bonds in connection with an offering thereof unless, prior to the purchase or sale
thereof, "obligated persons", or entities acting on behalf of "obligated persons" have
undertaken to provide certain updated financial information and operating data
annually, and timely notice of specified material events, to certain information
vendors; and
WHEREAS, in order to comply with the Rule and facilitate the future issuance
of Bonds, the Disclosure Party and the Issuer have agreed that it is deemed
appropriate and necessary to enter into the Continuing Disclosure Agreement (the
"Agreement"), attaached hereto as Exhibit "A", hereinafter authorized to be executed
and delivered.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS:
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Section 1 . That the recitals set forth in the preamble hereof are incorporated
i�„ herein and:shall have the same force and effect as if set forth in this Section.
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Section 2. That the Mayor or the Mayor Pro Tem of the City Council or the
City Manager of the Disclosure Party is hereby authorized and directed to execute and
deliver, and the City Secretary of the Disclosure Party is authorized and directed to
attest, the Agreement substantially in the form and substance attached hereto.
Section 3. That the Agreement shall become effective and enforceable in
accordance with its terms immediately upon execution and delivery thereof for all
intents and purposes.
Section 4. That each of the officers and members of the City Council was duly
and sufficiently notified officially and personally, in advance, of the time, place and
purpose of the meeting at which this Resolution was introduced, and that said
Resolution would be introduced and considered for passage at said meeting, and each
of said officers and members consented, in advance, to the holding of said meeting
for such purpose, and that said meeting was open to the public and public notice of
the time, place and purpose of said meeting was given, all as required by the Texas
Government Code, Chapter 551 .
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 2oth day of Auqust , 1996.
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APPROVED:
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William D. Tate
Mayor
ATTEST:
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Lin a Huff �
City Secretary
APPROVED AS TO FORM:
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John F. Boyle, Jr. ,
City Attorney
RES. NO. 96-35 2
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CERTIFICATE FOR RESOLUTION
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THE STATE OF TEXAS :
CITY OF GRAPEVINE :
We,the undersigned Mayor and City Secretary of the City of Grapevine, Texas (the "City"),
hereby certify as follows:
1. The City Council convened in Regular MEETING ON T'HE 20th DAY 4F
A uq u s t , 1996, at the designated meeting place, and the roll was called of the duly constituted
officers and members of said City Council, to-wit:
William D. Tate, Mayor Linda Huff, City Secretary
Ted Ware, Mayor Pro Tem Clydene Johnson
Jerry L. Pittman Sharron Spencer
Roy Stewart Shane Wilbanks
and all of said persons were present, except the following absentees: None
,� thus constituting a quorum. Whereupon, among
other business, the following was transacted at said Meeting: a written resolution captioned
� RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A
CONTINUING DISCLOSURE AGREEMENT
was duly introduced for the consideration of the City Council and read in full. It was then duly
moved and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying
with it the adoption of said Resolution, prevailed and carried by the following votes:
AYES: All members of said City Council shown
present above voted "Aye," e��
NOES: None
ABSTE?�tTIONS: None
2. That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting
describeri in the above and foregoing paragraph is attached to and follows this Certificate; that said
Resolution has been duly recorded in said City Councils' minutes of said Meeting; that the above and
foregoing paragraph is a true, full, and correct excerpt from said City Councils' minutes of said
� Meeting pertaining to the adoption of said Resolution; that the persons named in the above and
foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City
,;,�,,, Council as indicated therein; and that each of the officers and members of said City Council was duly
and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the
aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said
Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting
�. for such purpose; and that said Meeting was open to the public, and public notice of the time, place,
and purpose of said Meeting was given, all as required by Chapter 551, Texas Government Code, as
amended.
SIGNED AND SEALED this 21 st day of August , 1996.
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City Se�cretary Lind uff Mayor Wiliiam D. Tate
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' CONTINITING DISCLOSL`RE AGREEMENT
This Continuing Disclosure A�eement (the "Agreement"), dated as of June 1, 1996 is
�,�, executed and delivered by the Trinity R.iver Authority of Texas (the "Issuer") and the City of
Grapevine, Texas(the "Disclosure Party") in connection with the issuance, from time to time, of the
Issuer's "municipal securities," with respect to which the Disclosure Party is an "obligated person,"
as such terms are applied within the meaning of the Rule (the "Bonds"). For good and valuable
consideration, the Issuer and the Disclosure Party covenant and agree as follows:
SECTION l. Definirions.
As used in this A�reement, the following terms have the meanings ascribed to such tenns
below:
"MSRB" means the Municipal Securities Rulemaking Board and any successor to its duties.
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from time to
time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission and any successor to
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its duties.
"SID" means any entity designated by the State of Texas or an authorized department, o�cer,
or agency thereof as, and determined 'oy the SEC or its staff to be, a state information depository
within the meaning of the Rule from time to time.
SECTI�N 2. �nrrual Reports; Obligations of Disclosure Pcn-ty.
The Disclosure Party undertai:vs to and shall provide annually to each N�RMSIR and any SID,
within six months after the end of each of its fiscal year ending on or after January 1, 1996, financial
information and operatin� data with respect to the Disclosure Party as specified and inciuded in
�ppendix B of any �inal official statement re!ating to Bonds. Any financial statements so to be
provided shall be (1) prepared in accordanc� with the accounting principles described in the notes to
the nnanciai statements as specified and inciuded in Appendix B of any final official statement relating
co Bonds, or such other accounting princioies as the Disclosure Party may be required to employ from
time to time pursuant to state law or re�ulation, and (?) audited, if the Disciosure Party commissions
an audit of such statements and the audit is completed within the period during which it must be
provided. If the audit of such financial statements is not complete within such period, then the
Disciosure Party shall provide unaudited financial statements for the applicable fiscal year to each
�Ri'vISIR and any SID within the penod dunng wtuch it must be provided and the audited nnancial
statements, when and if the audit re�ort on such statements become available.
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,�,� Tf the Disclosure Party changes its fiscal year, it will notify the Issuer, each NRMSIR and any
SID in writing of the change (and of the date of the new fiscal year end) prior to the next date by
which the Disclosure Party otherwise would be required to provide financial information and
operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be incorporated by specific reference to any
document or specific part thereby (including an official statement or other offering document, if it is
available from the MSRB)that theretofore has been provided to each NRMSIR and any SID or filed
with the SEC.
The Disclosure Party shall, within ten (10) business days of the filings of the annual reports,
notify the Issuer in writing that the filings have been made.
Further, the Disclosure Party shall provide(1), in a timely manner, notice of any failure by the
Disciosure Party to provide annual financial statements and operating data in accordance with Section
2 hereof to each NRIviSIR and each SID and (2) within ten (10) business days of the Disclosure
Party's obtaining actual knowledge of the occurrence of any of the events enumerated in 3(a) below,
notice to the Issuer of such event.
SECTION 3. Material Event Notices.
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(a) The following are the events with respect to Bonds that the Issuer agrees to disclose
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in a timely manner pursuant to the terms hereof, if the Issuer deternunes, pursuant to subsection (b)
below, that such events are "material" under applicable federal securities laws and regulations
promul�ated thereunder.
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults;
(3) L'nscheduIed draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhanc�ments reflecting financial difficulties;
(�) Substitution of credit or liquidity providers, or their faalure to per�orm;
(6) :�dverse tax opiruons or events a�e�tin�the tax-exempt status of the security;
(7) Yiodifications to ri�hts of securities holders;
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(8) Bond calls;
(9) Defeasances;
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(10) Release, substitution, or sale of property securing repayment of the securities;
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(11) Rating changes.
(b) Whenever the Issuer obtains imowledge of the occurrence of one of the above events,
whether because of a notice from the Disclosure Party pursuant to subsection (d) or otherwise, the
Issuer shall, in a timely manner, determine if such event would constitute material information for
bondholders and beneficial owners of Bonds.
(c) If the Issuer determines that the occurrence of one of the above events is material
within the meaning of applicable federal securities laws and regulations promulgated thereunder, the
Issuer shall promptly file a notice of such occurrence with each NRi�1SIR or the MSRB and each
SID.
SECTION 4. Limitations, Disclaimers, and Amendments.
The Issuer and the Disclosure Party shall be obligated to observe and perform the covenants
specified in this Agreement for so long as, but only for so long as, the Disclosure Party remains an
"obligated person" with respect to Bonds within the meaning of the Rule, except that the Disclosure
Party in any event will give notice of any deposit made that causes Bonds no longer to be
outstanding.
The provisions of this Atrreement are for the sole benefit of(and may be enforced by) the
�"' bondholders and benencial owners of Bonds and the parties to this :��reement, and notiun� in tfus
A�reement, express or implied, shall �ve any benefit or any legal or equitable right, remedy, or claim
hereunder to any other person. The Issuer and the Disclosure Party undertake to provide orily the
financial information, operating data, financial statements, and notices which each has expressly
agreed to provide pursuant to this Agreement and do not hereby undertake to provide any other
infornation that may be reievant or matenal to a complete presentation of the Issuer's or the
Disciosure Party's financial results, condition, or prospects or here�y undertake to update any
intormation provided in accordance with this :�gre�ment or otherwise, eYcept as expressly provided
herein. Neither the Issuer nor the Disciosure Par[y make any representation or warranty concerning
such information or its usefulness to a decision to invest in or sell Bonds at any future date.
L?NDER NO CIRCL'MST��ICES SHALL TI� ISSLJER OR THE DISCLOSURE PARTY,
BE LI�BLE TO TI-� BONDHOLDER OR BEiVEFICI�I. OWNER OF ��(�Y BOND OR ANY
OTN�R PERSON, IN CON"I'R��CT OR TORT, FOR DA��GES RESULTING IN WHOLE OR
IN PART FROM ��iY BRE�CH BY THE ISStiER OR THE DISCLOSURE P:�RTY,
RESPECTIVELY, WHETHER�IEGLIGE�tT OR WITHOUT FAliI,T ON ITS PART, OF ANY
COVE�tANT SPECIF�D IN THIS �G�tEE.�NT, BL'T EVERY RIGHT ��l�D RE?1�DY OF
:��1Y SUCH PERSON, IN CON�I'R�CT OR TORT, FOR OR ON ACCOUNT OF :�NY SUCH
�"' BRE:�CH SH�I,L BE LIN[ITED TO :�v �CTION FOR :1�I�VDAMUS OR SPECIFIC
PERFORI'�ti CE.
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No default by the Issuer or the Disclosure Party in observing or performing their respective
'�� obligations under this Agreement shall comprise a breach of or default under any resolution of the
Issuer authorizing the issuance of Bonds, or any contract relating thereto, for purposes of any other
,�, provision of this Agreement.
Nothing in this Agreement is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer or the Disclosure Party under federal and state securities laws.
The provisions of this Agreement may be amended by the Issuer or the Disclosure Party from
time to time to adapt to changed circumstances that arise from a change in legal requirements, a
change in law, or a change in the identity, nature, status, or type of operations of the Issuer or the
Disclosure Party, but only if (1) the provisions of this Agreement, as so amended, would have
pemutted an underwriter to purchase or sell Bonds in the primary offering of Bonds in compliance
with the Rule, taking into account any amendments or interpretations of the Rule since such offering
as well as such changed circumstances and (2) either (a) the bondholders or beneficial owners of a
majority in aga egate principal amount(or any greater amount required by any other provision of this
Agreement that authorizes such an amendment) of outstanding Bonds consent to such amendment
or (b) an entity that is unaffiliated with the Issuer or the Disclosure Party (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the bondholders and beneficial owners of Bonds and is permitted by the terms of the Agreement. If
the Issuer or the Disclosure Party so amend the provisions of this Agreement in connection with the
financial or operating data which it is required to disclose under Section 2 hereof, the Disclosure
�� Party shall provide a notice of such amendment to be filed in accordance with Section 3(b) hereof,
together with an explanation, in narrative form, of the reason for the amendment and the impact of
�'°°r any change in the type of financial information or operating data to be so provided. The Issuer or the
Disclosure Party rnay also amend or repeal the provisions of this continuing disclosure a�e�ment
if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters
jud�nent that such provisions of the Rule are invalid, but only if and to the extent that the provisions
of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the
primary offering of Bonds.
SECTION �. ��Iiscellaneous.
A. Representations.
Each of the parties hereto represents and warrants to each other party that it has (i) duly
authorized the eYecution and delivery of this agreement by the officers of such party whose
si�natures appear on the execution pa�es hereto, (ii j �hat it has ail requisite power and authority to
esecute, de�iver and per�orm this Agreement under applicable law and any resolutions or other actions
of suci�party now in effect, (iii) that the execution and delivery of this :�greement, a.nd performance
of the terms hereof, does not and will not violate anv law, regulation, ruling, decision, order,
indenture, decre�, agre�ment or instrument by whicn such party is bound, and (iv j such party is not
�"' aware of any litigation or proce�din� pendin�, or, to the best �f such party's knowled�e, threatened,
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contesting or questioning its existence, or its power and authority to enter into this Agreement, or
��' its due authorization, execution and delivery of this Agreement, or otherwise contesting or
questioning the issuance of Bonds.
� B. Governin�Law.
This Agreement shall be govemed by and interpreted in accordance with the laws of the State
of Texas and applicable federal law.
C. Severabilitv.
If any provision hereof shall be held invalid or unenforceable by a court of competent
jurisdiction, the remaining provisions hereof shall survive and continue in full force and effect.
D. Counterparts.
This Agreement may be executed in one or more counterparts, each and all of which shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the Issuer and the Disciosure Party have each caused their duly
,,�, authorized officers to execute this Agreement as of the day and year first above written_
TRINITY RIVER AUTHORITY OF TEXAS
President, Board of Directors
aTTEST:
Secretary, Board of Directors
CITY OF GRAPEVIlVE, TEXAS
By: � �ce,
Title: � � o,2i
ATTEST:
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