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HomeMy WebLinkAboutResolution 1989-031 RESOLUTION NO. 7ft -~L A RESOLUTION approving and authorizing the execution of a "Paying Agent/Registrar Agreement" in relation to the "City of North Richland Hills, Texas, Public Property Finance Contractual Obligations, Series 1989" and resolving other matters incident and related thereto. WHEREAS, on this date the City Council of the City of North Richland Hills, Texas provided for the execution and delivery of "City of North Richland Hills, Texas, Public Property Finance Contractual Obligations, Series 1989", dated June 1, 1989 (the "Securities"); such securities to be issued in fully registered form only; and WHEREAS, in relation to the transfer and exchange of said Agent/Registrar selected therefor is Worth, N.A., Fort Worth, Texas; and payment, registration, Securities, the Paying Texas Amer ican Bank/Fort 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 responsibilities of the Paying Agent/Registrar for such Securities, being attached hereto as Exhibi t 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 NORTH RICHLAND HILLS, 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 June 12, 1989. ATTEST: ~}" ¿in" ø/ ~.J -<-;" ty Secretary C~y ~:~:::t~ Mayor TEXAS (City Seal) J S 8 4 S Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to Installment Amounts of the Contracts and the interest at the dates specified in the Contract Resolution. pay the thereon ARTICLE FOUR REGISTRAR Section 4.01. Contract 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 "Contract Register") for recording the names and addresses of the Contracting Parties to the Contracts, the transfer, exchange and replacement of the Contracts and the payment of the Installment Amounts and interest on the Contracts to the Contracting Parties and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and Bank may prescribe. All transfers, exchanges and replacement of Contracts shall be noted in the Contract Register. Every Contract 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 Contracting Party or his 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 Contracts. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Contracts, the exchange or transfer by the Contracting Parties will be completed and new Contracts delivered to the Contracting Party or the assignee of the Contracting Party in not more than three (3) business days after the receipt of the Contracts to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Contracting Party, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. -5- Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Contracts to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Contracts will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Contracts in safekeeping, 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 Contract Register. The Bank, as Registrar, will maintain the Contract Register relating to the registration, payment, transfer and exchange of the Contracts 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 Contract Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Contract 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. List of Contracting Parties. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the requi red fee, a copy of the information contained in the Contract Register. The Issuer may also inspect the information contained in the Contract 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 Contract Register to any person other than to, or at the wri tten request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Contract Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Contract Register. -6- Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Contracts in lieu of which or in exchange for which other Contracts have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Con- tracts. The Issuer hereby instructs the provisions of Section 10 of the Contract and issue Contracts in exchange for or destroyed, lost, or stolen Contracts as not result in an overissuance. Bank, subject to the Resolution, to deliver in lieu of mutilated, long as the same does In case any Contract shall be mutilated, or destroyed, lost or sto len, the Bank, in its discret ion, may execute and deliver a replacement Contract of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Contract, or in lieu of and in substitution for such destroyed lost or stolen Contract upon approval by the Issuer and after (i) the filing by the Contracting Party with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Contract, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Contract shall be borne by the Contracting Party to the Contract mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank wi II, wi thin a reasonable time after rece i pt of written request from the Issuer, furnish the Issuer information as to the Contracts it has paid pursuant to Section 3.01, Contracts it has delivered upon the transfer or exchange of any Contracts pursuant to Section 4.01, and Contracts it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Contracts 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. -7- 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, 0 r in the exerc i se of any of its rights 0 r 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 Contracts, but is protected in acting upon receipt of Contracts containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Contracting Party or an agent of the Contracting Party. 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, and the written advice of such counselor 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. -8- Section 5.03. Recitals of Issuer. The reci tals contained herein wi th respect to the Issuer and in the Contracts shall be taken as the statements of the Issuer, and the Bank assumes no responsiblity for their correctness. The Bank shall in no event be liable to the Issuer, any Contracting Party to any Contract, or any other Person for any amount due on any Contract from its own funds. Section 5.04. May Hold Contracts. The Bank, in its individual or any other capacity, become the owner or pledgee of Contracts and may otherwise with the Issuer with the same rights it would have if it not the Paying Agent/Registrar, or any other agent. may deal were Section 5.05. Moneys Collateralization. Held by Bank - Fiduciary Account/ A fiduciary account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Contracts, and money deposited to the credit of such account unti 1 paid to the Contracting Parties to the Contracts shall be continuously collaterialized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by check drawn on such fiduciary account unless the Contracting Party shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of any Contract, including interest thereon, and remaining unclaimed for four years after final maturity of the Contract has become due and payable will be paid by the Bank to the Issuer, and the Contracting Party to such Contract shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. -9- Section 5.06. Indemnification. To the extent permitted by law, 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 consti tute 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. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Contracts are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limi ted to, requi rements for the timel iness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. 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. -10- 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 12. 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 unenfo rceable, the va 1 idi ty, leg a I i ty, and enforceabi 1 i ty 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 Contract Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Contract Resolution, the Contract 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. Thi s Ag reement wi 11 termi na te (i) on the da te payment of the Installment Amounts and interest Contracts to the Contracting Parties thereof or (ii) earlier terminated by either party upon sixty (60) days of final on the ma y be written -11- 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 Contracting Parties to the Contracts of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and 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 Contracts. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Contract Register (or a copy thereof), together with other pertinent books and records relating to the Contracts, 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. TEXAS N .A. , AMERICAN BANK/FORT rth, Texas WORTH, BY Titl <.. [SEAL] Attest: \" '- "-\) \~\ ~'. -" ".i\ "'-.¡ c·...·.. , \'\ ,~. Title: \ ".~~ Address: P. O. Box 2050 Fort Worth, Texas 76113 (CITY SEAL) CITY OF NORTH RICHLAND HILLS, ::471~ Mayor Address: P. O. ox 18609 North Richland Hills, Texas 76180 Çfst: /Rt0Æ/zZ;; ¡;~Æ)./~ ty Secretary ~s 8 S s -12- CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § § COUNTY OF TARRANT § § CITY OF NORTH RICHLAND HILLS § I, the undersigned, City Secretary of the City of North Richland Hills, Texas, DO HEREBY CERTIFY as follows: 1. That on the 12th day of June, 1989, a regular meeting of the City Council of the City of North Richland Hills, Texas was held at a meeting place within the City; the duly constituted members of the Council being as follows: TOMMY BROWN MAYOR RICHARD DAVIS LYLE WELCH MACK GARVIN FRANK METTS, JR. CHARLES V. SCOMA BRYON SIBBET LINDA SPURLOCK ) ) ) ) ) ) ) COUNCILMEMBERS MAYOR PRO TEM all of said persons were present at said following: Richard Davis business considered at said meeting, the entitled: meet ing , except the Among other attached resolution "A RESOLUTION approving and authorizing the execution of a 'Paying Agent/Registrar Agreement' in relation to the 'City of North Richland Hills, Texas, Public Property Finance Contractual Obligations, Series 1989' and resolving other matters incident and related thereto." was introduced and submi tted to the Counci I for passage and adoption. After presentation and due consideration of the resolution, and upon a motion being made by Mack Garvin and seconded by Linda Spurlock , the resolution was finally passed and adopted by the Counci I to be effective immediately by the following vote: 6 voted "For" o voted "Against" o abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, and the deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the above entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 12th day of June, 1989. , .......!..L., (City Seal) 3 6 1 0 S -2- Trust Management Services , -:: TEXAS ~ AMERJCAN BANK FORT WORTH itA. TRUST DIVISION FEES CITY OF NORTH RICHLAND HILLS PUBLIC PROPER'I'Y CONTRAGTUAL OBLIGATION SERIES 1989~ PAYING AGENT/REGISTRAR FEE SCHEDULE ACCEPTANCE FEE: -------------- Account Set-Up Fee Certificate Issuance Fee (per certificate authenticated) $500.00 1. 00 These fees cover our services for the initial set up of records, review of documents, working with the Underwriters, Bond Counsel, Financial Advisor, and the Bond Printer prior to the closing, attendance at closing (excluding travel expense), and the issuance, authentication and delivery of bonds at closing. ANNUAL ADMINISTRATIVE FEE: ------------------------- $500.00 Fee Includes: .. \ Issuance of semi-annual interest checks Maintenance of Bondholder records Replacement of lost, stolen, or mutilated certificates Safekeeping blank certificates Check reconciliation Timely notification of principal and/or interest due Name and address changes Two Bondholder lists Solici~ation of Taxpaye~ Identification Numbers Posting and maintenance of W-9 Certifications Compliance with the S.E.C. 72-hour turnaround time required on all incoming transfers Correspondence to Bondholders Check replacement ;).,J -J.,JU Page 2 ------------------------------------- CERTIFICATE ISSUANCE AND CANCELLATION: $1.00 per certificate issued $1.00 per certificate cancelled MATURITY/REDEMPTION FEE: ----------------------- $1.00 per check issued 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 List (per name) Minimum Fee $ .03 $ 60.00 Two Bondholder lists are provided as part of the Annual Administrative Fee. Address inserts or labels, each Minimum Fee $ .03 $ 60.00 Bond Calls Fee will be based on time and responsibility ----------------------------- APPLICABILITY OF FEE SCHEDULE: Any service rendered which is not included in the schedule will be charged on the basis of an analysis of time and responsibilty 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 AMERJCAN BANK/FORT WORTH ttA.