Resolution 88 (02)
A RESOLUTION approving and authorizing the execution
of a "Paying Agent/Registrar Agreement" in
relation to the "City of Wylie, Texas, Tax and
Waterworks and Sewer System Limi ted Pledge
Revenue Certificates of Obligation, Series 1988"
and resolving other matters incident and related
thereto.
WHEREAS, on this date the City Council of the City of
Wylie, Texas authorized the issuance of "City of Wylie, Texas,
Tax and Waterworks and Sewer System Limited Pledge Revenue
Certificates of Obligation, Series 1988", in the principal
amount of $1,275,000 (the "Securities"); such securities to be
issued in fully registered form only; and
WHEREAS,
transfer and
Agent/Registrar
Association; and
in relation to the
exchange of said
selected therefor
payment, registration,
Securities, the Paying
1S MTrust Corp, National
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,
sett ing forth the dut ies and res pons ibi lit ies of the Paying
Agent/Registrar for such Securi ties, 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 WYLIE,
TEXAS that the "Paying Agent/Registrar Agreement" by and
between the City and MTrust Corp, National Association relating
to the above described Securities, attached hereto as
Exhibi t 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, 24, 19
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20675
E>~,HIBIT i .~
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of May 24, 1988 (this
"Agreement"), by and between the City of Wylie, Texas (the
"Issuer"), and MTrust Corp, National Associtaion, a banking
association duly organized and existing 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 Wylie, Texas, Tax and Waterworks
and Sewer System Limited Pledge Revenue Certificates of
Obligation, Series 1988" (the "Securities") in the aggregate
principal amount of $1,275,000, such Securities to be issued in
fully registered form only as to the payment of principal and
interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to
the initial purchasers thereof on or about June 28, 1988; 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 capaci ties
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:
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 Securi ties, the Bank shall be responsible for paYIng on
behalf of the Issuer the principal, premium (if any), and
interest on the Securi ties as the same become due and payable
to the reg i s tered owner s thereo f; a 11 in acco rdance wi th thi s
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 services as Paying Agent/Registrar for
municipalities, which shall be supplied to the Issuer on or
befo re 90 days pr io r to the c lose of the F i sea 1 Year 0 f 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 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 installments
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 offices of the Bank
in Dallas, Texas as indicated on page 12 hereof.
will notify the Issuer in writing of any
location of the Bank Office.
The Bank
change ln
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"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 September 30th.
"Holder" and
in whose name a
Register.
"Security Holder" each means the Person
Security is registered in the Security
"Issuer Request" and "Issuer Order" means a written
request or order signed in the name of the Issuer by the
Mayor, City Secretary, City Manager or Director of
Finance, anyone 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,
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 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
to be redeemed means the date fixed for such
pursuant to the terms of the Bond Resolution.
any Bond
redemption
"Responsible Officer" when used wi th respect to the
Bank means the Chairman or Vice-Chairman of the Board of
Directors, the Chairman or Vice-Chairman of the Executive
Commi t tee of the Boa rd 0 f Di recto rs, the Pres iden t, any
Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, the Cashier, any
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Assistant Cashier, any Trust Officer or Assistant Trust
Officer, or any other officer of the Bank customarily
performing functions simi lar to those performed by any of
the above designated officers and also means, with respect
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
registration and transfers of Securities.
"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 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 sha 11, provided adequa te
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 wr i t i ng by the Ho Ide rat
the Holder's risk and expense.
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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 addres ses of the Ho lders of the Secur i ties, the
transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securi ties to
the Holders and containing such other information as may be
reasonably requi red by the Issuer and subj ect 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 wri tten 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 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 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.
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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
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 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 wri tten
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.
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Section 4.06. Mutilated, Destroyed, Lost or Stolen Securi-
ties.
The Issuer hereby instructs the Bank, subject to the
provisions of Section 20 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated,
destroyed, 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
contemporaneously 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 the approval
of the Issuer and after (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
preparation, 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 Issuer.
The Bank wi 11, wi thin a reasonable time after receipt of
wri tten 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 exchange 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.
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(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 'Jr powers,
if it sha 11 have reasonable g rounds for be 1 ieving that
repayment of such funds or adequate indemni ty satisf actory 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. wi thout
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 Ho Ider. The Bank sha 11 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 consu 1 t wi th counse 1, and the wr i t ten
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.
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 responsiblity for their
correctness.
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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 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 deposi ted wi th the Bank for the payment of the
principal, premium (if any), or interest on any Securi ty 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 Securi ty 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
consti tute adequate service. The Issuer and the Bank further
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agree that
Interpleader
determine the
herein.
the Bank
ln any
rights
has the right to file a Bill of
court of competent jurisdiction to
of any Person claiming any interest
Section 5.08.
DT Services.
It is hereby represented and warranted that, ln the event
the Securi ties are otherwise qualified and accepted for
"Depository Trust Company" services or equivalent depository
trust services by other organizations, 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 limited to,
requirements for the timeliness 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 ln
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 0 r furni shed to the I s suer or the Bank sha 11 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.
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Section 6.06. Severability.
In case any provision herein shall
unenforceable, the validity, legality,
the remaining provisions shall not in
impaired thereby.
be invalid, illegal,
and enforceability
any way be affected
or
of
or
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 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.
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.
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 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.
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The provisions of Section 1.02
survive and remain in full force
termination of this Agreement.
and of Article Five shall
and effect fOllowing the
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.
MTRUST CORP, NATIONAL ASSOCIATION
BY
Title:
[SEAL]
Attest:
Title:
Mailing Address:
MTrust Corp, National Association
Debt Administration Division
P. O. Box 655415
Dallas, Texas 75265-5415
Delivery Address:
MTrust Corp, National Association
Debt Administration Division
1717 Main Street, 12th Floor
D~75201
~ ~EXAS
(CITY SEAL)
Address: P. O. Box 428
Wylie, Texas 75098
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