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HomeMy WebLinkAboutItem 09 - Trinity River AuthorityMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: BRUNO RUMBELOW, CITY MANAGER MEETING DATE: MARCH 5, 2019 SUBJECT: APPROVAL OF CONTINUING DISCLOSURE AGREEMENT WITH THE TRINITY RIVER AUTHORITY OF TEXAS RECOMMENDATION: Consider an ordinance authorizing staff to enter into a Continuing Disclosure Agreement with the Trinity River Authority to comply with the revised Securities and Exchange Commission Rule 15c2-12. FUNDING SOURCE: This action will have no material effect on City funds. BACKGROUND: The Trinity River Authority (TRA) provides wholesale water anc wastewater services to the City of Grapevine. Occasionally, the TRA issues debt to upgrade, construct, or repair its infrastructure. Relative to its issuances, the TRA has requested that its customers approve the attached disclosure agreement and ordinance. This action has no material effect on City funds, operations, or debt capacity. The bonds the TRA issues are in part supported by payments made by the City of Grapevine pursuant to a contract with the TRA.The TRAs bonds require continuing disclosure under the Securities and Exchange Commission's Rule 15c2-12, including disclosure from each city or other governmental entity that has a contract for water and wastewater services with the TRA.These disclosures are made to the Municipal Securities Rulemaking Board's ("MSRB") website for disclosure.The City of Grapevine has executed a prior continuing disclosure agreement with TRA for this reporting, but the SEC has now amended Rule 15c2-12 to require additional instances under which all issuers of tax-exempt bonds, including TRA and the City, must make filings for certain "events" with the MSRB. As such, TRA is requesting that the City enter into a revised continuing disclosure agreement with respect to TRA bonds. This agreement reflects the new amendments to Rule 15c2-12. The City of Grapevine will comply with the reporting requirements under Rule 15c2-12 and will engage Hilltop securities to file the information required by this continuing disclosure agreement. ORDINANCE NO. 2019-011 AN ORDINANCE O THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH THE TRINITY RIVER AUTHORITY OF TEXAS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of grapevine, Texas 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 City of Grapevine, Texas; and WHEREAS, in connection with the financing of the facilities and/or services provided by the Issuer for the benefit of the City of Grapevine, Texas, 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 City of Grapevine, Texas, 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 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, the Issuer and the City of Grapevine, Texas, heretofore entered into a Continuing Disclosure Agreement, as amended, in conformance with the Rule (the "Original CDA"); and WHEREAS, in order to reflect the Rule, as recently amended, and provide adequate flexibility to accommodate any subsequent amendments to the Rule, it is deemed appropriate and necessary to enter into a new Continuing Disclosure Agreement (the "CDA"), which supercedes the Original CDA; and WHEREAS, it is the intent of both the Issuer and the City of Grapevine, Texas, that any and all obligations and/or duties of the respective party under the Original CDA with respect to any heretofore issued series of Bonds shall continue to be observed as carried forward into the CDA; and WHEREAS, in order to comply with the Rule and facilitate the future issuance of Bonds, the City of Grapevine, Texas, and the Issuer have agreed that it is deemed appropriate and necessary to enter into the CDA hereinafter authorized to be executed and delivered; and WHEREAS, all constitutional and statutory prerequisites for the approval of this ordinance have been met, including but not limited to the Open Meetings Act; and WHEREAS, the City Council deems the adoption of this ordinance is in the best interests of the health, safety and welfare of the public. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That the recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. Section 2. That the Mayor or the Mayor Pro Tem of the Grapevine City Council or the City Manager of the City of Grapevine is hereby authorized and directed to execute and deliver, and the City Secretary of the City of Grapevine is authorized and directed to attest, the CDA substantially in the form and substance attached hereto. Section 3. That the Mayor or the Mayor Pro Tem of the Grapevine City Council or the City Manager of the City of Grapevine is hereby authorized and directed to execute and deliver, and the City Secretary of the City of Grapevine is authorized and directed to attest, and amendment or supplement to the CDA hereinafter required or appropriate in response to further amendment of the Rule in order to maintain compliance with the requirements of the Rule. Section 4. That the CDA and any amendment or supplement thereof, shall become effective and enforceable in accordance with its terms immediately upon execution and delivery thereof for all intents and purposes. Section 5. 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 ordinance was introduced, and that said ordinance 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. Section 6. That fact that the present ordinances and regulations of the City of Grapevine, Texas, are inadequate to properly safeguard the health, safety, morals, peace and general welfare of the public creates an emergency which requires that this ordinance become effective from and after the date of its passage, and it is accordingly so ordained. Ordinance No. 2019-011 2 Section 7. That this ordinance shall take effect immediately upon passage by the City Council of the City of Grapevine, Texas. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 5th day of March, 2019. APPROVED: William D. Tate Mayor ATTEST: Tara Brooks City Secretary APPROVED AS TO FORM: City Attorney Ordinance No. 2019-011 3