HomeMy WebLinkAboutContract 49775 CITY SECRETARY
CONTRACT NO. vl
j.'. org External
SECURITIES ACCOUNT CONTROL AGREEMENT
AGREEMENT dated as of(Aim, s ,,Qon ,among YMCA of Metropolitan
Fort Worth("Pledgor"),City of Fort Worth,a Texas municipal corporation("Lender")and JPMorgan
Chase Bank,N.A.("Intermediary").
The parties hereto refer to Account No.H84091000 in the name of
the Pledgor maintained at Intermediary(such account and any successor account,the"Account'l and
hereby agree as follows:
1.Pledgor and Lender notify Intermediary that by separate agreement pledgor has granted
Lender a security interest in the Account and all financial assets and other items therein.
Intermediary acknowledges being so notified and confirms that it has no actual knowledge or notice
of any restraint,security interest,lion or other adverse claim in or to the Account or any item therein
(except for claims and interests of the Intermediary and the Lender referred to in this Agreement).
All items in the Account shall be treated as`financial assets"within the meaning of the New York
Uniform Commercial Code(the"Code').
2.(a) Intermediary shall comply with all entitlement orders and instructions originated by
Lender(without Ai Cher consent from Pledgor)concerning the Account and all financial assets and other
items therein.Until Intermediary receives a"Notice of Exclusive Control"(as defined below):(i)
Pledgor will have full authority to exercise voting rights with respect to financial assets within the
Account,(ii)Pledgor may trade financial assets within the Account(and Intermediary shall not be
required to notify Lender of any such trades);and(iii)Intermediary shall,if Pledgor requests,remit to
Pledgor,and Pledgor may receive and retain,interest and regular cash dividends on financial assets
within the Account.Except with the prior written consent of Lender,Intermediary will not comply with
any entitlement order,request for withdrawal or other direction originated by Pledgor that would(i)
require Intermediary to make a free delivery of financial assets to Pledgor or any other person;or(ii)
result in a withdrawal or distribution from the Account except of interest and regular cash dividends.
(b) After Intermediary has received a notice purporting to be signed and sent by the Lender
in substantially the form attached as Exhibit A hereto(a"Notice of Exclusive Control'),Intermediary
shall not make any further payments to Pledgor from the Account or comply with any instructions or
entitlement orders from Pledgor relative to the Account,and shall act only upon the instructions of
Lender. Any Notice of Exclusive Control received by Intermediary shall not be deemed effective
until intermediary has had a reasonable period of time to act upon such notice,such period not to
extend beyond the opening of business on the second business day following the date Intermediary
received such notice. Notwithstanding the foregoing:(i)all transactions relating to the Account or
any items thereht duly consummated or processed by Intermediary prior to its receipt of a Notice of
Excltsive Control(or duly commenced by Intermediary prior to any such receipt and so consununated
or processed thereafter) shall be deemed not to constitute a violation of this Agreement; (ii)
Intermediary may(at its discretion and without any obligation to do so)commence honoring solely
Lender's orders concerning the Account at any time or from time to time after it becomes aware that
Lender has sent to it a Notice of Exclusive Control (including without limitation reversing or
268860v02
OFFICIAL RECORD
CITY QECRETARY
FT.VVORTHo TX
r
redirecting any transaction referred to in clause(i)above)with no liability whatsoever to.Pledgor or
any other party for doingso; and (iii) Pledgor may not terminate or re-title the Account, and
Intermediary shall not change the name or account number of the Account,withaut having:received
the Lender's prior express written consent thereto;provided,however,that(x) the account inumber
may be changed by the Intermediary in connection with a systems convetxion which results in a
general change of account numbers and the Intermediary shall notify Elie bender of such change as
promptly as .practicable and (y) 'the Intermediary may, at its option, retitle the Account "City
of FortWorth,a:Texas municipal corporation n/6 YMCA of Metropol itan Fort Worth".
(c) l?ledgor expressly agrees that all income, earnings and profits with respect to the
Account shell..be reported.for State and Federal income tax purposes as attributable to the Pledgor
and not the Lender. Pledgor authorizes Intermediary, Lender, and any other person authorized to
report income distributions to report all earnings and profits from the Account to:any appropriate
truing authority under Pledger's Social Security or Tr spayor Identification.Number. Pledgor
authorizes Intermediary,upon Lender's direction, to send copies of all statements.and confirmations
for the Account to Lender,and Intermediary agrees to comply with such direction.
3. Int6ftediary waives, releases and agrees not to assert, exercise or claim any lien,
encumbrance,right(including setoff right)or other claim against.the Account or any finanoial.asaet,
bash balance or other item therein, except with respect to payment (i) of customary fees and
commissions with respect to the routine maintenance and.oper-ation of the Account or 01)for credit
related to the settlement of Account:transactions in the ordinary course..of business. Intermediary
shall neither advance margin credit against the Account,nor hypothecate an y financial assets carried
in the.Account;without the prier written consent of Lender. Except as required by law,jntermedigry
shall not agree with any other person or entity that it will comply with.any withdrawal, transfer,
payment and redemption-instructions, or any other eutitlenient or other orders; ftom such person.or
entity conaeruing the Account-or any items therein,without the prior written consent of Lender and
any such agreement entered Into without such consent shall be,null and void.
4. .Anything to the eontrnsy in this Agreement notwithstanding: Q) Intermediary shall have
only the duties and responsibilities expressly set forth in writing herein.(and In its standard seewides
account documentation and'terms and conditions as in.effect from time to time; all of which shall
apply to.the Account to.the extent not inconsihlent with this Agreement)and shall not be deemed to
be a fiduciary for any party:hereto-,(ii)Lender And Pledgor agree that Intermediary shalt have no dirty
to monitor.the market value of the financial assets held in the Account and 66U not be responsible
for any declines in the market value of such.financial assets; (iii)Intermediary shall be fully protected
and shall have no responsibility or liability io any party hereto.for acting or refraining from acting in
good faith on. any Notices of Exeltasivo Control or other written notice, instruction or 'request
purportedly furnished to it by Lender in accordance with the terms hereof, in which case the parties
hereto abzrm that Intermediary has no. duty to make any further inquiry whatsoever, and (iv):
Intermediary shall not be liable to any party hereto or any other person for any action or.failure to act
under of in connection with this Agreement except to the extent directly arising out of its own willful
Misconduct or gross .negligence (and, to the maximum extent permitted by law, shall under no
circumstances be liable forindirect,tpeoiol,punitive or consequential damages).
S. Pledgor herby indemnifies Intermediary for,.and holds Interrhediaryharmless against,
any lois, cost, liability or expensc (including reasonable outside counsel fees and disbursements)
incurred or suffered by.7atermediary arising out o£or in connection with this Agreement or the
Aocount, excopt as may result from its willful iviscanduct or gross negligence.: Lender hereby
indemnifies Intermediary for, and holds Intermediary harmless against, any loss, cost, liability or
expense (including reasonable outside counsel fees. and disbursements) incurred or suffered by
Intermediary nrisbrg out of or in connection with instructions from Lender with respect to this
2
Agreement or the Account, except as may result from Intetmediary's VAI Hid.misconduct or gross
negligence.
6. This Agreement supplements the account documentation between Intermediary and
Pledgor relating to the Account. If there is a conflict between this:Agreement and any other
agreement.between Pledgor and the Intermediary, t1iis Agreement.sball control,provided,however,
that the terms of this Agreement shall not be deemed or construed to make the:Lender a party to such
.account docirtnentation.
7. Lender may terminate this Agr6eiment at any time upon ten(10)days' prior written notice
to Intermediary(hi substantially the form attached as Exhibit B..hereto). Pledgor may not terminate
this Agreement except with the written consent of Lender and upon ten (10) days' prior written
notice to Intermediary and Lender.. Intermediary may ten-ninate this Agreement upon thirty (30)
days' prior written notice to Lender and Pledgor. If Intermediary terminates this Agreement in
accordance with this paragraph,and if Intermediary receives no written instructions signed by Lender
and Pledgor regarding transfer of the Account prior to the.effective date of the termination,Lender
and Pledgor agree that,'upon expiration of the termination notice.period,Intermediary will close the
Account and transfer all cash,securities anti other fmocial assets in the Account to Lender. Lender
and Pledgor acknowledgeand agree.that Interihediary may be required-to liquidate certain securities
.or other financial assets in order to transfer the Account in accordance with this paragraph. Pledgor
will be responsible for any tax consequences resulting froin any such Gyuidatior,as well as any sale
of securities pursuant. to any entitlement orders from Lender.. Any other lormination or any
amendment orwaive of this Agreement shall be.effected solely by an instrumentin writing executed
byall'the parties hereto, t
8. All notices shalt be in writing and sent(including via telecopler with receipt confirmed by
telephone)to the parties hereto at their respective addresses or telecopier or telephone numbers(or to
such other address or tclecopier and tolephone numbers as any such party shall designate in writing to.
the other parties from time to time): i
i
Pledgor Name: YMCA of Metropolitan Fort Worth
'Address: 512 Lamar Street
Suite.400
Fort Worth,TX 76106
Phone: 8.177566-1062
Fax:
Intermediary: dPMorgan Chase Bank,RA
Name: William Casey Garland
Address: 2200 Ross Ave 10th Floor
.Dallas,TX 75201
Mom. '214-965-2259
Fax: 214-9653729
3
And to:
JTMorgan Cha.sc Bank,NA,
PB Collateral Monitoring
270 Park Avenue;Floor 17
New York,NY 10017
Attn: Ramon Quinones
Phone: 855-533-7980
Fax: 212-464-1440
Lender,. City of Fort Worth,a Texas municipal corporation
Address: Neighborhood Services Department.tltta:Asst,Director
City Attoniey`s Office Attn:Paige Mebane j
200 Texas Street
Fort Worth,Texas 761,02
Phone: 817-392-7322
817-392-76.18
Fax;
9, This Agreement'(i)maybe sighted in any number of counterparts;each of which shall be
an original, with the same effect as if Ure signatures thereto and hereto were upon the same
in (ii) shall become effective when counterparts hereof have been signed:by the parties
hereto; and(iii)shall be governed by and.construed in accordance with the laws of the State of New
York, which shall also be deemed to be the intermediary's jurisdiction.. This is intended to be "an
a vetnent"within the meaning of Section 8-i l0(e)of the Code and.the terms"financial assets"and
"entitlement orders" herein shall include the respective meanings.given such terms in Article 8 of
such Code. This Agreement shall be binding upon,and shall inure to the benefit of,the parties hcrcto
and their respective legal. representatives and corporate successors and assigns; provided that this
Agreement, and the rights and obligations hereunder; may not be assigned by the Pledgor or the
Lender without the prior written consent of the inlcrmediary,
10. The Pledgor and the Leveler each hereby in•evocably submits to the non-exclusive
jurisdiction of any State or Federal courts sitting in the City of New York over any action or
proceeding arising out of this Agreement and hereby irtudocably agrees that all claims in respect of
such action or proceeding may be held and determined bt such New York State or federal court. The
Pledgor and the Lender each hereby further irrevocably consents to the service of process in any stick
action or proceeding in either of said courts by mailing copies thereof to each by registered or
certified mail,postage prepaid at its address specified in paragraph 8 hereof. The Pledgor and.the �
Lender tach further agrees that any action or proceeding brought aiainst the Interuaediary may be
brolaoit.only in a New York State or United States Federal court sitting in.Naw York County, 1
4
IN WITNESS WIMREOF, the parties hereto have duly executed this Agreement as of the
date first above written.
i
YMCA of etr i o W rth(Pledgor) !
APPROVED AS TO FORM ANll
LE
B/
Name:P. ge Mebane
ame: Title:Assistant City Attorney
Title: �� e, p
By. 7n 0• 'I!� i
7PMORGAN CHASE BANK,N.A.(banker)
dy Secretary
M&C: C-28031 _
By: Date; 12/13/2016
Name:William Casey Garland
Form 1295:2016-138725
. SXA
Title: Client Advisor
JPMORGAN CHASE BANK,N.A. I
Untermediaiy)
Contract Compliance Manager:
B By signing I acknowledge that I am the person
Name: sIA
4 responsible for the monitoring and administration
of this contract,including ensuring all performance
Title: ak9 and reporting requirements.
16/0/0-
City
b/ /0-City of Fort Worth,a Texas municipal corporation Name:Alice Crux 1
(Len Title;Acting Housing Development and Grants
13y: �e:� Manager
Name: Fernando Costa
Title: Asst.City Manager
S
OFFICIAL RECORD
CITY SECRETARY
w FT.WORTH,TX
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as.of the
date first above written.
YMCA of Metropolitan Fort Worth(Pledgbi•)
APPROVED AS TO FORM AND
LEGALITY:
By. By:
Name: Name:Paige Mebane.
Title:
Title:Assistant City:Atto.rney
ATTEST:
By:
IPMORGAN CHASE BANK,N.A.(batiker) City Secretary
M&C: G28031
By: Cry Date: I2/1312016
Name:William Casey.Gar and
Title: Client Advisor Farm 1295.2016-138726
MORGAN CHASE BANK,N.A.
(Intermediary)
Cbntract.Compliance Manager:
By: By signing l acknowledge that 1 am the person
Name:Ramon Quinones responsible for the.monitoring and administration
afthig contract,.inoluding ensuring all performance
Title: Vice President and reporting requirements.
City.of Fort Worth,aTexas municipal corporation Name:.Alice Cruz
(Lender) Title:Acting Housing.Development and Grants
By, Manager
Name: Fernando.Costa
Title: Asst,City Manager
i
C
Exm r
tLender Lztterhead]
L617ER OF TERMINAnON
as of
J.P.Morgan. Chase Bank,N.A,
PB Collateral Monitoring
270 Park Avenue,.17th Floor
New York,NY 10017
Attn:Ramon Quinones
Fax; 212-464-1440
Re: Terrainat.ioq of Security Account Control Agreement
1
Gentlemen:
Effective irmnocliately,please accent(his letter qs teimi.uation of the Notice of Exclusive Control
and Securities Aceotwt Control Agreement,dated as of among ?
YMCA of Metropolitan Fort Worth(the"Pledgor"),City of Fort Worth,a Texas municipal
corporation(tile"Lender')and J.P.Morgan Chase,N.A.(the"intermediary")with re„pevt to
Account no.1.184091000:
Please do not hesitate.to call ns if you have questions.
City of Fort Worth,a"texas€nurnici}gal corpgnation
Name:
Titto
I
i
7