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1990-062City of Southlake, Texas RESOLUTION N0.90-62 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A "PAYING AGENT/REGISTRAR AGREEMENT" IN RELATION TO THE CITY OF SOUTH - LAKE, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 1990 AND RESOLVING OTHER MATTERS INCIDENT AND RELATED THERETO. WHEREAS, on this date the City Council of the City of Southlake, Texas provided for the execution and delivery of City of Southlake, Texas, Public Property Finance Contractual Obligations, Series 1990", dated August 1, 1990 (the Securities"); such securities to be issued in fully registered form only; and WHEREAS, in relation to the payment, registration, transfer and exchange of said Securities, the PayingAgent/Registrar selected therefor is Ameritrust Texas National Association; 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 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 r 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 SOUTHLAKE, TEXAS, that the "Paying Agent/Registrar Agreement" by and between the City and Ameritrust Texas National Association 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 day of I— IC7 919, City of Southlake, Texas Resolution 90-62, "Paying Agent/Registrar" page two I 1A L .4 Cn ATTEST: hl4f ......... Sandra L. teGrand City Secretary APPROVED AS TO FORM: City Attorney City of Southl a11 Tex4 CITY OF SOUTHLAKE, TEXAS By: ry Fick sic/ol,'Mayor EXHIBIT A - PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of September 4, 1990 (this Agreement"), by and between the City of Southlake, Texas (the Issuer"), and Ameritrust Texas National Association, 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 execution and delivery of its "City of Southlake, Texas, Public Property Finance Contractual Obligations, Series 1990" the "Contracts") in the aggregate amount of $200,000, such Contracts to be issued in fully registered form only as to the payment of the Installment Amounts and interest thereon; and WHEREAS, the Contracts are scheduled to be delivered to the initial contracting party on or about September 25, 1990; and WHEREAS, the Issuer has selected the Bank to serve as paying agent, registrar and transfer agent with respect to such Contracts; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and is duly qualified and otherwise capable of performing the duties and responsibilities contemplated by this Agreement with respect to the Contracts; 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 Contracts, and, as Paying Agent for the Contracts, the Bank shall be responsible for paying on behalf of the Issuer the Installment Amounts and accrued interest thereon as the same shall become due and payable to the Contracting Parties; all in accordance with this Agreement and the "Contract Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Contracts and, as Registrar for the Contracts, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the parties to said Contracts entitled to payment and with respect to the transfer and exchange thereof as provided herein and in the "Contract Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Contracts. 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 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 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 Contract means the date on and after which the Installment Amounts or any or all accrued interest thereon, or both, are due and payable on any Contract which has become accelerated pursuant to the terms of the Contract. Bank Office" means the principal offices of the Bank located in Dallas, Texas, as indicated on page 12 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. 2- Contract Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfers of Contracts. Contract Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Contracts are authorized to be executed and delivered, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. Contracting Party" means the Person in whose name a Contract is registered in the Contract Register. Fiscal Year" means the fiscal year of the Issuer, ending September 30th. Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Secretary, Finance Director or City Manager, 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. Payment Date" means the date specified in the Contract Resolution the Installment Amounts are scheduled to be due and payable. 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 Contracts" of any particular Contract means every previous Contract evidencing all or a portion of the same obligation as that evidenced by such particular Contract (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Contract for which a replacement Contract has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Contract Resolution). Prepayment Date" when used with respect to any Contract to be prepaid means the date fixed for such prepayment pursuant to the terms of the Contract Resolution. 3- 7 - 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 corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Contracts (Contract)" have the meanings assigned to them in the recital paragraphs of this Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings ascribed thereto in the Contract Resolution. 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 Installment Amount of each Contract on its Payment Date, Prepayment Date, or Acceleration Date, to the Contracting Party upon surrender of the Contract 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 Contract when due, by computing the amount of interest to be paid each Contracting Party and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of Installment Amounts and/or interest on the Contracts to the Contracting Party shall be accomplished (1) by the issuance of checks, payable to the Contracting Party, drawn on the fidicuary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Contract Register or (2) by such other method, acceptable to the Bank, requested in writing by the Contracting Party at the Contracting Party's risk and expense. 4- Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the Installment Amounts of the Contracts and the interest thereon at the dates specified in the Contract Resolution. 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 Reqister. 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 Contractinq Parties. 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 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 written 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. M. 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 Bank, subject to the provisions of Section 10 of the Contract Resolution, to deliver and issue Contracts in exchange for or in lieu of mutilated, destroyed, lost, or stolen Contracts as long as the same does not result in an overissuance. In case any Contract shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, 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 will, within a reasonable time after receipt 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, 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 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 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 perform any duties hereunder either agents or attorneys of the Bank. we of the powers hereunder and directly or by or through Section 5.03. Recitals of Issuer. The recitals contained herein with 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, may become the owner or pledgee of Contracts 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 - Fiduciary Account/ Collateralization. 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 until paid to the Contracting Parties to the Contracts shall be continuously collaterialized by securities or obligations which qualify and are eligible under both the laws of the State of Texas and the laws of the United States of America 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. 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 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. 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 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 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 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 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. This Agreement will terminate (i) on the date of final payment of the Installment Amounts and interest on the Contracts to the Contracting Parties thereof or (ii) may be earlier terminated by either party upon sixty (60) days 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. Governinq 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. Ameritrust Texas National Association BY Title: SEAL] Attest: Address: P. O. Box 2320 Dallas, Texas 75221-2320 Title: CITY OF SO LAKE, S BY _ yo r CITY SEAL) IeAddress: 661 N. Carroll Avenue st. Southlake, Texas 76092 City Secretary y - 46! 0s i 111111111 WI% 12-