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HomeMy WebLinkAboutResolution 822 ����� SOLUTION FILE NO. Z Z.. WHEREAS, the Taxing Authorities listed on Exhibit "B" of the attached agreement have assessed and levied 1981 ad valorem taxes on the bank shares of those Banks listed on Exhibit "A" of the attached agreement; and WHEREAS, it is the opinion of those Banks listed on Exhibit "A" of the attached agreement that the 1981 ad valorem taxes levied on such bank shares are not owed and are not lawful ; and WHEREAS, the Banks listed on Exhibit "A" of the attached agreement are contemplating litigation against said Taxing Authorities over the legality of assessing and levying 1981 ad valorem taxes on said bank shares ; and WHEREAS, the Taxing Authorities listed' on Exhibit "B" of the attached agreement desire to collect and use the 1981 ad valorem taxes claimed, and the Banks listed on Exhibit "A" of the attached agreement cannot be delinquent in the payment of the bank share taxes pending the outcome of such anticipated litigation; and WHEREAS, the Banks and the Taxing Authorities referred to in the attached agreement desire to enter into the proposed agreement pertaining to the payment of the 1981 ad valorem taxes pending the outcome of such litigation; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: That the City Manager of the City of Fort Worth be, and is hereby, authorized to enter into the attached agreement on behalf of the City of Fort Worth, one of the Taxing Authorities listed on Exhibit "B" of the proposed agreement; and that the attached agreement is hereby incorporated herein and made a part hereof for all purposes . Lr-r CITY OF FORT IF RTU A G R E E M E N T STATE OF TEXAS § COUNTY OF TARRANT § WHEREAS, the parties to this agreement listed on Exhibit "A," attached hereto and incorporated herein for all purposes (referred to herein as "Banks"), and the parties to this agreement listed on Exhibit "B," attached hereto and incorporated herein for all pur- poses (referred to herein as "Taxing Authorities"), who seek to tax those Banks' shares which were outstanding on January 1, 1981, desire to enter into this agreement relating to the payment of the ad valorem share taxes claimed by the Taxing Authorities pending the outcome of litigation pertaining to the legality of taxing the Banks' shares; and WHEREAS, the Taxing Authorities desire to collect and use the taxes claimed and the Banks cannot be delinquent in the payment of F share taxes pending the outcome of such litigation; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That the Banks listed on Exhibit "A" of this agreement and the Taxing Authorities listed on Exhibit "B" 'of this agreement, each acting herein by and through their designated representatives, do hereby covenant and agree as follows: I. The sums listed on Exhibit "C," attached hereto and in- corporated herein for all purposes, are the total amounts of 1981 bank share taxes assessed and levied by the listed Taxing Authorities with respect to each Bank's shares outstanding as of January 1, 1981, as reflected on Exhibit "C." 2. Thos. H. Law, Escrow Agent, is hereby designated as Escrow Agent to receive sums equal to the respective tax funds listed in Exhibit "C." Upon execution of this agreement by one or more of the Taxing Authorities and delivery to the Escrow Agent of a resolution by any such Taxing Authority, authorizing or ratifying the execution of same, said Escrow Agent shall forthwith deliver said respective sum listed in Exhibit "C" to the respective Taxing Authority adopting said resolution and executing this agreement. 3. If it shall be determined or declared by final judgment in subsequent litigation between the parties hereto that the taxes assessed and levied, as detailed in Exhibit "C" and paid under Paragraph 2, were not owed or not lawful, either in whole or in part, each respective Taxing Authority covenants and agrees to refund to each respective Bank an amount of money equal to that portion of any 1981 share taxes paid by said Bank pursuant to Paragraph 2 but not lawfully owed. 4. Any refund provided for in Paragraph 3 shall be made after application under Article 7261.1, Texas Revised Civil Statutes. The Banks shall make such application for refund within three (3) years of the payment. Any refund under this agreement shall then be mandatory when and if the conditions of Paragraphs 3 and 5 are fully met. 5. Any refund which might be clue under this agreement shall 7� be made not later than the first anniversary date of the entry of final judgment in a suit between the parties that the taxes assessed and levied were not owed or not lawful, either in whole or in part. For purposes hereof, "final judgment" shall mean the judgment of the trial court if no appellate review should be sought by any party to the suit, or, in case appellate review should be sought by any party to the suit, "final judgment" shall mean the judgment of the highest court of Texas or of the United States in which review shall have been sought by any party to the suit and either (i) no further appellate review can be sought or (ii) time for further appellate review shall have expired without further appellate review having been sought. 6. Any amounts refunded pursuant to this agreement shall be for the amount of taxes only and shall not include any accrued interest upon said taxes; Provided, however, that, in the event the Taxing Authorities fail to refund such amount by the first anniver- sary date of the final judgment, interest shall accrue on the entire amount from the date of final judgment. -2- 7. In the event the suit contemplated herein is not brought by the Banks prior to February 1, 1982, then the Banks shall relin- quish all rights to the refunds referred to herein, and the Taxing Authorities shall not be required to repay same. 8. Taxing Authorities shall make adequate provisions for any repayment which may be due under this agreement. 9. It is expressly understood by the parties hereto that this agreement is entered into freely, openly and voluntarily, and not under duress; however, Taxing Authorities acknowledge that the tax payments made hereunder are made under duress. 10. In further consideration of the Taxing Authorities agreeing to the terms and provisions herein, the Banks hereby expressly waive and relinquish any and all rights they have or might have to contest the Taxing Authorities' assessment and levying of all or any part of the 1980 ad valorem taxes on the Banks' real and personal property. EXECUTED THIS day of A.D. 198 THOS. H. LAW LAW, SNAKARD & GAMBILL Signing on Behalf of and as Counsel for All Parties Listed on Exhibit "A" CITY OF FORT WORTH ATTEST: By: Robert L. Herchert City Secretary City Manager APPROVED AS TO FORM AND LEGALITY: Nftw i William W. Wood Acting City Attorney -3- A G R E E M E N T STATE OF TEXAS § COUNTY OF TARRANT § WHEREAS, the parties to this agreement listed on Exhibit "A," attached hereto and incorporated herein for all purposes (referred to herein as "Banks"), and the parties to this agreement listed on Exhibit "B," attached hereto and incorporated herein for all pur- poses (referred to herein as "Taxing Authorities"), who seek to tax those Banks' shares which were outstanding on January 1, 1981, desire to enter into this agreement relating to the payment of the ad valorem share taxes claimed by the Taxing Authorities pending the outcome of litigation pertaining to the legality of taxing the Banks' shares; and WHEREAS, the Taxing Authorities desire to collect and use the taxes claimed and the Banks cannot be delinquent in the payment of share taxes pending the outcome of such litigation; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That the Banks listed on Exhibit "A" of this agreement and the Taxing Authorities listed on Exhibit "B" 'of this agreement, each acting herein by and through their designated representatives, do hereby covenant and agree as follows: ,NOW 1. The sums listed on Exhibit "C," attached hereto and in- corporated herein for all purposes, are the total amounts of 1981 bank share taxes assessed and levied by the listed Taxing Authorities with respect to each Bank's shares outstanding as of January 1, 1981, as reflected on Exhibit "C." 2. Thos. H. Law, Escrow Agent, is hereby designated as Escrow Agent to receive sums equal to the respective tax funds listed in Exhibit "C." Upon execution of this agreement by one or more of the Taxing Authorities and delivery to the Escrow Agent of a resolution by any such Taxing Authority, authorizing or ratifying the execution of same, said Escrow Agent shall forthwith deliver said respective sum listed in Exhibit "C" to the respective Taxing Authority adopting said resolution and executing this agreement. 3. If it shall be determined or declared by final judgment low in subsequent litigation between the parties hereto that the taxes assessed and levied, as detailed in Exhibit "C" and paid under Paragraph 2, were not owed or not lawful, either in whole or in part, each respective Taxing Authority covenants and agrees to refund to each respective Hank an amount of money equal to that portion of any 1981 share taxes paid by said Bank pursuant to Paragraph 2 but not lawfully owed. 4. Any refund provided for in Paragraph 3 shall be made after application under Article 7261.1, Texas Revised Civil Statutes. The Banks shall make such application for refund within 1" three (3) years of the payment. Any refund under this agreement shall then be mandatory when and if the conditions of Paragraphs 3 and 5 are fully met. 5. Any refund which might be due under this agreement shall be made not later than the first anniversary date of the entry of final judgment in a suit between the parties that the taxes assessed and levied were not owed or not lawful, either in whole or in part. For purposes hereof, "final judgment" shall mean the judgment of the trial court if no appellate review should be sought by any party to the suit, or, in case appellate review should be sought by any party to the suit, "final judgment" shall mean the judgment of the highest court of Texas or of the United States in which review shall have been sought by any party to the suit and either (i) no further appellate review can be sought or (ii) time for further appellate review shall have expired without further appellate review having been sought. 6. Any amounts refunded pursuant to this agreement shall be for the amount of taxes only and shall not include any accrued interest upon said taxes; provided, however, that, in the event the Taxing Authorities fail to refund such amount by the first anniver- sary date of the final judgment, interest shall accrue on the entire ... amount from the date of final judgment. -2- 7. In the event the suit contemplated herein is not brought by the Banks prior to February 1, 1982, then the Banks shall relin- quish all rights to the refunds referred to herein, and the Taxing Authorities shall not be required to repay same. 8. Taxing Authorities shall make adequate provisions for any repayment which may be due under this agreement. 9. It is expressly understood by the parties hereto that this agreement is entered into freely, openly and voluntarily, and not under duress; however, Taxing Authorities acknowledge that the tax payments made hereunder are made under duress. 10. In further consideration of the Taxing Authorities s agreeing to the terms and provisions herein, the Banks hereby expressly waive and relinquish any and all rights they have or might have to contest the Taxing Authorities' assessment and levying of all or any part of the 1980 ad valorem taxes on the Banks' real and personal property. EXECUTED THIS day of A.D. 198 THOS. H. LAW LAW, SNAKARD & GAMBILL Signing on Behalf of and as Counsel .w for All Parties Listed on Exhibit "A" CITY OF FORT WORTH ATTEST: By: Robert L. Herchert City Secretary City Manager APPROVED AS TO FORM AND LEGALITY: William W. Wood Acting City Attorney -3- L{ A G R E E M E N T STATE OF TEXAS § COUNTY OF TARRANT § WHEREAS, the parties to this agreement listed on Exhibit "A," attached hereto and incorporated herein for all purposes (referred to herein as "Banks") , and the parties to this agreement listed on Exhibit "B," attached hereto and incorporated herein for all pur- poses (referred to herein as "Taxing Authorities") , who seek to tax those Banks' shares which were outstanding on January 1, 1961, desire to enter into this agreement relating to the payment of the ad valorem share taxes claimed by the Taxing Authorities pending the outcome of litigation pertaining to the legality of taxing the Banks' shares; and WHEREAS, the Taxing Authorities desire to collect and use the taxes claimed and the Banks cannot be delinquent in the payment of share taxes pending the outcome of such litigation; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That the Banks listed on Exhibit "A" of this agreement and the Taxing Authorities listed on Exhibit "B""of this agreement, each acting herein by and through their designated representatives, do hereby covenant and agree as follows: 1. The sums listed on Exhibit "C," attached hereto and in- corporated herein for all purposes, are the total amounts of 1981 bank share taxes assessed and levied by the listed Taxing Authorities with respect to each Bank's shares outstanding as of January 1, 1991, as reflected on Exhibit "C." 2. Thos. 11. Law, Escrow Agent, is hereby designated as Escrow Agent to receive sums equal to the respective tax funds listed in Exhibit "C." Upon execution of this agreement by one or more of the 'faxing Authorities nrxl oletivery to the Escrow Agent of a resolution by any such Taxing Authority, authorizing or ratifying the execution of same, sail Escrow Agent shall {orthwith deliver said respective sum listed in Exhibit "C" to the respective Taxing Authority adopting said resolution and executing this agreement. r 3. If it shall be determined or declared by final judgment in subsequent litigation between the parties hereto that the taxes assessed and levied, as detailed in Exhibit "C" and paid under Paragraph 2, were not owed or not lawful, either in whole or in part, each respective Taxing Authority covenants and agrees to refund to each respective Bank an amount of money equal to that portion of any 1981 share taxes paigl by said Bank pursuant to Paragraph 2 but not lawfully owed. 4. Any refund provided for in Paragraph 3 shall be made after application under Article 72.61.1, Texas Revised Civil Statutes. The Banks shall make such application for refund within three (3) years of the payment. Any refuncl under Lhis agreement shall then be mandatory when and if the conditions of Paragraphs 3 and 5 are fully met. 5. Any refund which might be clue under this agreement shall be made not later than the first anniversary date of the entry of final judgment in a suit between the parties that the taxes assessed and levied were not owed or not lawful, either in whole or in part. For purposes hereof, "final judgment" shall mean the judgment of the trial court if no appellate review should be sought by any party to the suit, or, in case appellate review should be souglit by any party to the suit, "final judgment" shall mean the judgment of the highest court of Texas or of the United States in which review shall have been sought by any party to the suit and either (i) no further appellate review can be sought or (ii) time for further appellate review shall have expired without further appellate review having been sought. 6. Any amounts refunded pursuant to this agreement shall be for the amount of taxes only and shall not include any accrued interest upon said taxes; nt•ovided , however, that, in the event the Taxing Authorities fail to refund such amount by the first anniver- sary date of the final judgment, interest shall accrue on the entire amount from the date of final judgment. -2- 7. In the event the suit contemplated herein is not brought by the Banks prior to February 1, 19B2, then the Banks shall relin- quish all rights to the refunds referred to herein, and the Taxing Authorities shall riot be required to repay same. 8. Taxing Authorities shall make adequate provisions for any repayment which may be due under this agreement. 9. It is expressly understood by the parties hereto that this agreement is entered into freely, openly and voluntarily, and not under duress; however, Taxing Authorities acknowledge that the tax payments made hereunder are made under duress. 10. In further consideration of the Taxing Authorities agreeing to the terms and provisions herein, the Banks hereby expressly waive and relinquish any and all rights they have or might have to contest the Taxing Authorities' assessment and levying of all or any part of the 1980 ad valorem taxes on the Banks' real and personal property. EXECUTED THIS day of A.D. 198 THOS. H. LAW LAW, SNAKARD 6 CAMBILL Signing on Behalf of and as Counsel for All Parties Listed on Exhibit "A" CITY OF FORT WORTH ATTEST: Z4t- , f Robert L. Herchert - l__ ity Secretary City Manager APPROVED AS TO FORM AND LEGALITY: 6&84J William W. Wood Acting City Attorney -3- ADDENDUM TO CITY SECRETARY CONTRACT NO. 12538 STATE OF TEXAS COUNTY OF TARRANT WHEREAS, the City of Fort Worth ("City") and the banks listed on Exhibit A attached hereto and made a part hereof ("Banks") have heretofore entered into an Agreement relating to ad valorem taxes which City claims, and Banks deny, were payable by the respective Banks on their respective bankshares which were outstanding on January 1, 19R1; and WHEREAS, the litign+ ion referred to in said Agreement is now pending in the 17th District Court of Tarrant County, Texas, and WIIEP.EAS, the parties desire to extend said Agreement so that it shall be applicable for the 1982 tax year; NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS: Viat the City of Fort Worth, a home rule municipal cor- poration in Tarrant County, Texas, acting herein by and through v Robert L. Herchert, its duly authorized City Manager, and the banks listed on Exhibit "A", with Thos. H. Law signing on be- half of and acting as counsel for said banks, do hereby cove- nant and agree as J",Jlows; That said Agreement, identified as City Secretary Contract No. 12538, is hereby extended and made applicable for the 1982 tax year under the, teams and the method of computation applicable to the 198L tax year; that is to ,ay, the assessed tax on the VjW Bankshares for, each bank shall be computed by taking the share- holders' equity of each respective bank as in said Agreement, deducting the current assessed value on the real estate of each respective bank and multiplying the remainder by the r current tax rate. The payment of said bankshare taxes for the 1982 tax year., and any refund thereof, shall be in accor- dance with the terms and conditions prescribed in said City Secretary Contract No. 12538. rXECUTED this day of 1982. T11OS. H. LAW LAW, SNAKARD & GAMBILL Signing on behalf of and as counsel for all parties tir listed on Exhibit A CITY OF FORT WORTH ATTEST: By: Robert L. Herchert City Secretary City Manager APPROVED AS TO FORM AND LEGALITY: Now Wade Adkins City Attorney DATE: EXHIBIT "A" TO AGREEMENT BETWEEN BANKS ANT' TAXING AUTHORITIES AMERICAN STATE BANK BANK OF COMMERCE BANK OF FORT WORTH BANK OF NORTH TEXAS BENBROOK STATE BANK CENTRAL BANK & TRUST CONTINENTAL NATIONAL BANK OF FORT WORTH EVERMAN NATIONAL BANK OF FORT WORTH FIRST STATE BANK, BEDFORD FIRST NATIONAL BANK OF FORT WORTH FIRST NATIONAL BANK OF GRAPEVINE FIRST UNITED BANK-ARLINGTON, N.A. FIRST UNITED BANK-RICHLAND, N.A. FOREST HILL STATE BANK FORT WORTH BANK & TRUST FORT WORTH NATIONAL BANK GATEWAY NATIONAL BANK HALTOM CITY STATE BANK MEADOWBROOK NATIONAL BANK MERCANTILE NATIONAL BANK OF ARLINGTON MERCANTILE BANK OF FORT WORTH METROPLEX NATIONAL BANK, ARLINGTON NORTHEAST NATIONAL BANK NORTH FORT WORTH BANK OVERTON PARK NATIONAL BANK REPUBLICBANK FORT WORTH EAST REPUBLICBANK RIDGLEA RIVERSIDE STATE BANK SECURITY STATE BANK SEMINARY STATE BANK SOUTHWEST BANK SUMMIT NATIONAL BANK ,TARRANT BANK TEXAS COMMERCE BANK, FORT WORTH TEXAS COMMERCE BANK-HURST, N.A. UNIVERSITY BANK THE NATIONAL BANK OF TEXAS AT FORT WORTH