HomeMy WebLinkAboutResolution - 2351 - Paying Agent/Registrar Agreement-Certificates Of Obligation-Tax & Sewer Sub Lien - 06/26/1986Resolution #2351
June 26, 1986
Agenda Item #23
A RESOLUTION approving and authorizing the execution
of a Paying Agent/Registrar Agreement in
relation to the "City of Lubbock, Texas,
Combination Tax and Sewer System Subordinate
Lien Revenue Certificates of Obligation,
Series 1986" and resolving other matters
incident and related thereto.
WHEREAS, on this date the City Council of the City of
Lubbock, Texas, authorized the publication of notice of inten-
tion to issue "City of Lubbock, Texas, Combination Tax and
Sewer System Subordinate Lien Revenue Certificates of
Obligation, Series 1986" in the principal amount of $4,200,000
(the "Securities"); such securities to be issued in fully reg-
istered form only; and
WHEREAS, in relation to the payment, registration,
transfer, and exchange of said Securities, the Paying Agent/
Registrar selected therefor is Texas Commerce Bank National
Association, Lubbock, Texas; and
WHEREAS, a Paying Agent/Registrar Agreement by and be-
tween 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
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 autho-
rized; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK:
SECTION 1: That the Paying Agent/Registrar Agreement
by and between the City and Texas Commerce Bank National
Association, Lubbock, 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.
SECTION 2: That the fact that it is necessary for the
immediate preservation of the public peace, property, health,
or safety of the citizens of the City of Lubbock and the best
interests of the City of Lubbock to provide funds for the im-
provements herein contemplated at the earliest possible date
constitutes and creates an emergency and an urgent public ne-
cessity requiring the suspension of any rules providing for
ordinances and resolutions to be read more than one time or at
more than one meeting of the City Council, and such rules and
provisions are accordingly suspended, and this Resolution is
declared to be an emergency measure, and shall take effect and
be in full force immediately from and after its passage on the
date shown below.
PASSED AND APPROVED, this June 26, 1986.
ATTEST:
City ecretary
(City Seal)
APPROVED AS TO CONTENT:
CITY OF LUBBOCK, TEXAS
Mayor
Aober4telass�engale,stant City Manager
for Financial Services
APPROVED AS TO FORM:.
J C. Ross, Jr., City Attorney
1 9 9 8 E
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35I
CITY OF LUBBOCK
ozi 7/ \01ACity Secretary
tA
P.O. Boa 2000
Lubbock, Ta. 79457
(806)762-6411
July 9, 1986
Ms. Jeanelle Ward
Senior Vice President & Trust Officer
Texas Commerce Bank
P. 0. Box 841
Lubbock, Texas 79408
Dear Ms. Ward:
Attached is the bank's original of the Paying Agent/Registrar Agreement.
It has been executed as authorized by City Council in the June 26, 1986
meeting.
Should you have any questions, please do not hesitate to call me.
erely,
Rane a Boyd
City Secretary
RB/blc
Attachment
Resolution #2351
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of June 26, 1986 (this
"Agreement"), by and between the City of Lubbock, Texas (the
"Issuer"), and Texas Commerce Bank National Association,
Lubbock, Texas, a banking association duly organized and exist-
ing under the laws of the United States of America (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for
the issuance of its "City of Lubbock, Texas, Combination Tax
and Sewer System Subordinate Lien Revenue Certificates of
Obligation, Series 1986" (the "Securities") in the aggregate
principal amount of $4,200,000, such Securities to be issued in
fully registered form only as to the payment of principal
thereof and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to
the initial purchasers thereof on or about August 19, 1986; and
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 autho-
rity to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 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 of, 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 Xgent/
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
services 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 ef-
fective 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 the 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 install-
ments of interest, or both, are due and payable on any
Security which has become accelerated pursuant to the
terms of the Security.
"Bank Office" means the principal corporate trust
office of the Bank as indicated on page 11 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 deliv-
ered to the Bank.
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"Fiscal Year" means the fiscal year of the Issuer,
ending September 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" means a written
request or order signed in the name of the Issuer by the
Mayor, City Secretary, or Director of Finance, any one or
more of said officials, 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, partner-
ship, 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 particu-
lar Security (and, for the purposes of this definition,
any mutilated, lost, destroyed, or stolen. Security for
which a replacement Security has been registered and
delivered in lieu thereof pursuant to Section 4.06 hereof
and the Resolution).
"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 re-
spect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his
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 regis-
tration and transfer of Securities.
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"Stated Maturity" means the date specified in the
Bond Resolution the 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 the Paying Agent.
As Paying Agent, the Bank shall, provided adequate col-
lected 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 col-
lected 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 pay-
ment 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 some-
times 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
reasonably required by the Issuer and subject to such reason-
able regulations as the Issuer and the 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 agent duly
authorized in writing.
The Bank may request any supporting documentation it
feels necessary to effect a re -registration, transfer, or ex-
change of the Securities.
To the extent possible and under reasonable circum-
stances, 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 can-
celled in an exchange or transfer and the written instrument of
transfer or request for exchange duly executed by the Holder,
or his 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 covenants 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
safekeeping, which shall be not less than the care maintained
by the Bank for debt securities of other governments or corpo-
rations for which it serves as registrar, or that is maintained
for its own securities.
Section 4.03. Form of the 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 gener-
al practices and procedures in effect from time to time. The
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Bank shall not be obligated to maintain such Security Register
in any form other than those which the Bank has currently
available and currently 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. List 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 writ-
ten 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 Securities.
The Bank will, at such reasonable intervals as it deter-
mines, 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 Section 24 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated, de-
stroyed, lost, or stolen Securities as long as the same does
not result in an overissuance.
In case any Security shall be mutilated, or destroyed,
lost or stolen, the Bank, in its discretion, may execute and
deliver a replacement Security of like form and tenor, and in
the same denomination and bearing a number not contemporaneous-
ly outstanding, in exchange and substitution for such mutilated
Security, or in lieu of and in substitution for such destroyed
lost or stolen Security, only upon (i) the filing by the Holder
thereof with the Bank of evidence satisfactory to the Bank of
the destruction, loss or theft of such Security, 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 prepara-
tion, execution and delivery of a replacement Security shall be
borne by the Holder of the Security mutilated, or destroyed,
lost or stolen.
Section 4.07. Transaction Information to the 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 here-
of, Securities it has delivered upon the transfer or exchange
of any Securities pursuant to Section 4.01 hereof, and
Securities it has delivered in exchange for or in lieu of muti-
lated, destroyed, lost, or stolen Securities pursuant to
Section 4.06 hereof.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of the Bank.
The Bank undertakes to perform the duties set forth here-
in and agrees to use reasonable care in the performance thereof.
Section 5.02. Reliance on the Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of
the statements and correctness of the opinions expressed there-
in, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judg-
ment 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 here-
under, 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, direc-
tion, consent, order, bond, note, security, or other paper or
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Ir
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, state-
ment, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or docu-
ment supplied by Issuer.
(e) The Bank may consult with 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 the 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 responsiblity 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 its own funds.
Section 5.04. May Hold 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 the 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.
ff:]!
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 perfor-
mance 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 certi-
fied or registered mail, return receipt requested, to the ad-
dress referred to in Section 6.03 of this Agreement shall con-
stitute 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 deter-
mine 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 with-
out 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 11 of this Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for conven-
ience 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 Aqreement.
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 acting as Paying Agent/Registrar and if any conflict ex-
ists 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 counter-
parts, each of which shall be deemed an original and all of
which shall constitute one and the same Agreement.
Section 6.10. Termination.
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
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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. 'Further-
more, 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 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 books and
records relating to the Securities, to the successor Paying
Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 hereof and of Article Five
hereof shall survive and remain in full force and effect fol-
lowing 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 Trt Operati s Officer
(CITY SEAL)
Texas Commerce Bank National
Association
Lubbock, Texas
BY Ll
t le Senior Vice President an —
!/ Trus t Officer
Address:
P. 0. Box 841
Lubbock, Texas 79408
City of Lubbock, Texas
BY
Mayor
Address:
ATTEST: P. 0. Box 2000
Lubbock, Texas 79457
APPROVED AS TO FORM:
City ecretary
APPROVED S TO CONTENT:
&n C. Ross, Jr., Cit -Y Attorney
Robert Massengale, ssistant City Manalgfr
for Financial Services
FULB RIGHT & J A WO R S K I
September 5, 1986
Mr. Robert Massengale
Assistant City Manager
City of Lubbock
P. O. Box 2000
Lubbock, TX 79457
j
2001 Bryan Tower, Suite 1400
Houston
Dallas, Texas 75201
Washington, D.C.
Telephone: 214/969-0022
Austin
San Antonio
Dallas
London
Zurich
RE: $4,200,000 "City of Lubbock, Texas Combination Tax and
Sewer System Subordinate Lien Revenue Certificates of
Obligation, Series 1986", dated July 15, 1986
Dear Mr. Massengale:
Our services relating to the above styled Bonds having been
completed, enclosed herewith is a certified record of
proceedings for your files.
It has been an honor to serve the City in connection with
this financing. Should you have any questions concerning the
enclosure, please advise.
Yours very truly,
4r-'- x.7,.,1 ---
Elbert M. Morrow
EMM: cb
Enclosure