Loading...
HomeMy WebLinkAbout85-595 05-14-1985RESOLUTION NO. 85 -595 A RESOLUTION approving and authorizing the exe- cution of a "Paying Agent /Registrar Agree - ment" in relation to the "CITY OF EULESS, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1985" and resolving other matters incident and related thereto. WHEREAS, on this date the City Council of the City of Euless, Texas, authorized the issuance of "CITY OF EULESS, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1985 ", in the principal amount of $1,500,000 (the "Securities "); such securities to be issued in fully registered form only; and WHEREAS, in relation transfer and exchange of Agent /Registrar selected BANK /FORT WORTH, N.A., Fort to the payment, registration, said Securities, the Paying therefor is TEXAS AMERICAN Worth, Texas.; and WHEREAS, a "Paying Agent /Registrar Agreement" by and between the City and said Bank has been prepared and submitted to the City Council for approval and execution, such_ Agreement, setting forth the duties and responsi- bilities of the Paying Agent /Registrar. for such Securities, being attached hereto as Exhibit A and incorporated herein by reference as a part of this Resolution for all purposes; and WHEREAS, the City Council hereby finds and-determines that 'such "Paying Agent /Registrar Agreement" should be approved and execution of the same for and on behalf of the City authorized; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EULESS, TEXAS that the "Paying Agent /Registrar Agreement" by and between the City and TEXAS AMERICAN BANK /FORT WORTH, N.A., Fort Worth,, Texas, relating to the "above described Securities, attached hereto as Exhibit A, is hereby approved as to form and content, and the Mayor and City Secretary of the City are hereby authorized and directed to execute such Agreement in substantially the same form and content herein approved for and on behalf of the City and as the act and deed of this City Council. PASSED AND APPROVED, this the 14th day of May, 1985. ATTEST : City Secretary (City Seal) CITY OF EULESS, TEXAS ma^0%,e,,cc4( ) TEXAS AMERICAN BANK /FORT WORTH N. PAYING AGENT /REGISTRAR AGREEMENT May 14, 1985 THIS AGREEMENT entered into as of City of Euless and existing under the law of the United States of America (the "Bank "). EXHIBIT A (the "Agreement "), by and between ___ (the "Issuer "). and Texas American Bank /Fort Worth, N.A., a banking association duly organized RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its (the "Securities ") in the aggregate principal amount of$1 , 5 00 , 000 , such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; and en era 1•Obligation Bonds 1985 WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about WHEREAS,' the Issuer has selected the Bank to serve as Paying Agent /Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent /Registrar for the Securities; • NOW, THEREFORE, it is mutually agreed as follows: June 18, 1985 and ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Suction 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and as Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Bond Resolution." The Bank hereby accepts its appointment and agrees to serve as the Paying. Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent /Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for service' as Paying Agent /Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by thr Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on. any Security which had become accelerated pursuant to the terms of the Security. "Bank Office" means the principal corporate trust office of the Bank as indicated on page 5 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing.body of the Issuer pursuant to which the Securities are issued. certified by the Secretary or any other officer of the Issuer and delivered to the. Bank. "Fiscal Year" means the fiscal year of the Issuer, ending SPPtiattbPr 30 "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order ", each_means a written request or order signed in the name of the Issuer by the : Mayor, City Secretary, `City Manager or Director-of Finance - ..of the Issuer, any or all, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government, or any agency or political subdivision of a government. • "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any Security registered and delivered under Section 4.06 in lieu of a mutilated, lost, destroyed, or stolen Security shall be deemed to evidence the same obligation as the.mutilated, lost, destroyed, or stolen Security). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice- Chairman of the Board of Directors, the Chairman or Vice - Chairman of the Executive Committee of the Board of Directors, the President, any Vice - President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers, and also means, with respect to a particular cor- porate trust matter, any other officer•to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfers of Securities. "Stated Maturity" means the date specified in the Bond Resolution on which principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security) " have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent /Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail, first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on the Record Date, to the address appearing on the Security Register or by such other method acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the-dates specified in the Bond Resolution. ARTICLE FOUR REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register ") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonable required by the Issuer and subject to such reasonable regulations as the Issuer and Bank may prescribe. All transfers, exchanges, and replacement of Securities shall be noted in the Security Register, Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his or her agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re- registration, transfer, or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in any exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his or her duly authorized agent, in form and manner satisfactory to the Paying Agent /Registrar. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof, The Bank convenants that the inventory of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safe- keeping, which shall be not less- than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than that which the Bank has currently available and utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. Litt of Security Holders. The Bank will provide. the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained In the Security Register., The Issuer may also Inspect the Information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time Is allowed the Bank to provide an up-to -date listing or to convert the Information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a subpoena or court order. Upon receipt of a subpoena or court order, the Bank will notify the Issuer so that the Issuer may contest the subpoena or court order. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost, or Stolen Securities. The Issuer hereby instructs the Bank, subject to the provisions of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutiliated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. The Bank will issue and deliver a new Security in exchange for a mutilated Security surrendered to it. The Bank will issue a new Security in lieu of a Security for which it received written representation from the Holder that the Security is destroyed, lost, or stolen, without the surrender or production of the original Security. The Bank will pay on behalf of the. Issuer the principal and premium, if any, of a Security for which it received written representation such Security is destroyed, lost, or stolen following the Stated Maturity or Redemption of the Security, without the surrender or production of the Security. The Bank will not issue a replacement Security or pay such replacement Security unless there is delivered to the Bank such security or indemnity as it may require (which may be by the Bank's blanket bond) to save both the Bank and the Issuer harmless. On satisfaction of the Bank and the Issuer, the certificate number on the Security registered will be cancelled with a notation that it has been mutilated, destroyed, lost, or stolen and a new Security will be issued of the same series and of like tenor and principal amount bearing a number (according to the • Security Register) not contemporaneously outstanding. The Bank may charge the Holder the Bank's fee and expenses in connection with issuing a new Security in lieu of or exchange for a mutilated, des- troyed, lost, or stolen Security. The Issuer hereby accepts the Bank's current blanket bond for lost, stolen, or destroyed Securities and any future substitute blanket bond for lost, stolen, or destroyed Securities that the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to it and meets the Issuer's requirements as to security or indemnity. The Bank need not notify the Issuer of any changes in the security or other company giving such bond or the terms of any such bond. The blanket bond then utilized for the purpose of lost, stolen, or destroyed Securities by the Bank is available for inspection by the Issuer on request. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchnage for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent In ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent; order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, including its own counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from Bank's own funds. Section 5.04. May Ho /d Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Moneys Held by Bank. Money held by the Bank hereunder need not be segregated from any other funds provided appropriate trust accounts are maintained in the name and for the benefit of the Issuer. The Bank shall be under no liability for interest on any money received by it hereunder. Any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for four years after final•maturity of the Security has become due and payable, will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. The Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices of the Issuer is located,and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 5 hereof. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. ' Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank's acting as Paying Agent/ Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. l ' This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an. early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent /Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent /Registrar. Futhermore, the Bank and the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent hooks and records relating to the Securities, to the successor Paying Agent /Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL) Attest Title [SEAL] Attest Title Trust Otticer By Title Address Texas Ameri n B+9'hII/Fort Worth, N.A. By Title Address ,ai'ce President & Trust Officer 500 Throckmorton Street Fort Worth, Texas 76102 or P.O. Box 2604 Fort Worth, Texas . ' x 'trust Management Services FEES ANNEX A TEXAS AMERICAN BANK FORT WORTH K,► TRUST DIVISION PAYING AGENT /REGISTRAR. FEE SCHEDULE August 1, 1983 Acceptance Fee (Payable at Closing) Account Set -Up Fee $500.00 Certificate Issuance Fee (per certificate authenticated) 1.25 These fees cover our services for the initial set up of records, review of agreement, working with the Underwriters, Bond Counsel, and Issuer for delivery of certificates at closing, attendance at all closings (excluding travel expense) and the issuance, authentication and delivery of bonds at closing. Account Maintenance Fee: $100. for each million of the first $5,000,000 principal amount $75. for each million of the next $5,000,000 principal amount $60. for each million of the next $10,000,000 principal amount $15. for each million in excess of $20,000,000 principal amount Minimum Annual Maintenance Fee 750.00 Certificates issued /surrendered in transfers or exchanges, whichever is greater during the period, each 1.25 These fees cover maintenance of all Bondholder records, which include the name, address, certificate detail and account type codes for each holder, issuance of semiannual interest checks, processing re- placement of lost, stolen, or mutilated certificates, safekeeping blank certificates, cancellation of certificates presented and issuance of new certificates, compliance with the S. E. C. 72 hour turn- around time, and two bondholder lists per year (interest payment dates). Maturity /Redemption Fee: Certificates to be canceled (per certificate) 1.25 Checks issued (per check) 1.00 These fees cover receipt of certificates and cancellation of same, issuance of checks to holder and updating Bondholder records to reflect redemption. Additional Services: Extra Bondholder Lists (per name) .03 Minimum Fee Two Bondholder lists are provided as part of Account Maintenance Fee annually. 60.00 Page 2 Address inserts or labels, each Minimum Fee Daily Transfer Sheets (per set annually, if desired), Bond Calls Fee will be based on time and responsibility. Applicability of Fee Schedule: .03 60.00 100.00 Any service rendered which is not included in the schedule will be charged on the basis of an analysis of time and responsibility involved. Reimbursable Charges: All out -of- pocket expenses for professional services (such as attorneys and accountants), postage, courier services, supplies, telephone, travel to closing, etc. will be billed at cost. This schedule is subject to periodic review and change. Texas American Bank /Fort Worth, N.A. maintains a full service Corporate Trust Department which currently meets the Securities and Exchange Commission requirements for seventy -two hour turn around. TEXAS AAA! fl/. 'v innor wr•+r t ` `