HomeMy WebLinkAboutRES 1984-022 RESOLUTI'Oti' NO. 84-22
A RESOLUTION APPROVING THE FORM AND AUTHORIZING
�. ., THE EXECUTION OF THE PAYING AGENT/REGISTRAR AGREE-
MENT PERTAINING TO THE CITY OF GRAPEVINE, TEXAS,
GENERAL OBLIGATION BONDS, SERIES 1984
'�`"' THE STATE OF TEXAS § -
COUNTY OF TARRANT § -
CITY OF GRAPEVINE §
` WHEREAS, the City Council of the City of Grapevine, Texas has
determined that it is in the best interests of the City and its inhabitants to
proceed as expeditiously as possible with the issuance, sale and delivery of the
City of Grapevine, Texas, General Obligation Bonds, Series 1984 (the "Bonds"i in
an anticipated principal amount of $2,880,000;
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF GRAPEVINE, TEXAS:
Section 1. That Texas American Bank/Fort Worth, N.A., Fort Worth,
Texas, shall act as the the initial Paying Agent/Registrar in connection with the
issuance of the Bonds.
Section 2. That the Paying Agent/Registrar Agreement, in substantially
the form attached hereto as Exhibit A, is hereby approved with such changes as
may be approved by the City Manager, and an appropriate official of the City
Council is hereby authorized to execute such agreement, with such changes as
� " may have been approved by the City Manager.
Section 3. That this Resolution shall be effective immediately upon its
� = adoption.
PASSED AND APPROVED this the 17t-h day of _�ril � 1984.
1,,, �("�7�?'�
Mayor, City of Grapevine, Texas
Ai TES�:
��__��
City Sec:et�.ry, C ty of Grapevine, Texas
[SEALI
APP�ZOVED:
„c, „
City Attorney, City of Gr evine, Texas
�; :
.. EXHIBIT A � RFSOLUTION N0. 84-22 Page 1 ot ti
. • TEXAS AMERlCAN BANK/FORT WiORTH K�
PAYING AGENT/REGISTRAR AGAEEMENT
,��, THIS AGREEMENT�n»red into a M (tM"Apresm�nt"1,by md betvw�n_.
ty of GTapevine, TexaS (tM•�Iw,�.•9,�nd T.xw An+erican B�nk/Fon Woreh,N.A.,�b�nki�p a�soei�tion duly orpsnized
aci�tirq und�tM law ot tht United Stans of Am�ries(tM"Bank"1.
,�. ., RECITALs ' -
WHEREAS,tM luu�r has duly.�,tho.�:.e a�d p.a►�d.d+a tn.�a�,.�e.o��n General Obligation Bonds, Series 1984
(th�"SkuritiN")M tM appnq�a principN�nount of--- �2.880.000. ,iuch S�auitw�to br iw��d in fully npistKed form only a�to the
p�ym�nt ot{xlneipN�nd int�nst tMnon;�nd
WHEREAS.t!N S�euritin an�ch�dul�d to be dNiver�d to th�initial pureha�tn tMrwf on or�bout M8y 22, 1984 :snd
WNEREAS,tM INwr ha wl�ct�d tM B�nk to�Kw at P�yinp Ap�nt/R�pistnr in conroetion with tM psyment of tM princip�l of,pnmium,if s�y,
�nd inLKqt on pid S�writia�nd with H�Ct to tM npistr�tion,u�ntt�r,snd�xehanpe tAtnoi by tM npitttnd own�rs tht�sof;and
WHEAEAS,tM 8ank hu�pntd to Mrw in wicA npacitits for and on b�half of th� laut►u�d ha full power and�uthwity [o perfwm snd serw�s
hyinp/l�nt/Rpi�v�r Mr tM S�euritia;
NOW,TMEREFORE,it is nwtwtty p�Nd u follow�:
ARTICLE ONE
APPOINTIIAENT OF BANK/►i PAYtNG AGENT AND REGISTRAR
S�ction fAf.Aqpolntn�nt. .
Tht law�h�nby appoint�tM Bank to rrv��s Payinq Apent with rtsaet to tM S�curitia,and,p P�yi�q Apent for tM S�w�ities,the B�nk shall be
n�o�ibb fa payinp on b�half of the InuK tM prineipal.pnmium (if�nyl.�nd intenst on tM Sra�ritie�a tM�am�b�eortN du�and payabl�to the
rpistntd owMa tMnoi;sll in�ecord�nct with this Apre�m�nt and tM"Bond R�solution"(h�nindt�r d�fimdl.
TM IauK h�nby�ppointt tM B�nk a R�pi�u�with n�qCt to tM Sewritit�u�d,�t R�pittr�r for tM S�curiti�s,tM Bank ihall k�ep and msint�in for
and on b�hali ot th�Isfw�books and neords�t to th�owrNnhip oi aid S�curiti�ind with rotp�et to tM dan�f�r and exehsnpe tMreoi a:prwided htrein
�nd i�tM"Bond Rtsolution." -
��°� .
Th�Bu+k h�by Kapn its�ppointm�nt u�d aprea to un��s the Psyin9 Ayent�nd Repisusr for th�S�auities.
�-�
S�c[bn 1.02.Co�nP�nsation.
A�eanptnntion for tht B�nk'e rrviea a P�yinp AptntlR�pistr�r,th�Itw�r Mnby apre�a to p�y tM Bank th�feet and smounts set forth in Annex A
attacMd A�nto tor tM fir=t yur of this Aqnem�nt and Men�ftK th�f�snd amouna�et torth in th�B�nk'�curnnt f�e uMdule then in�ffect for�ervices
a P�yieq ApendRtpittnr fa munieip�lities,which�hall br wppliad to tM I�u�r on or b�fon 90 days p�io►to tM eloa of tf�e Fiscsl Y�ar of the luuer,snd
�MII b�Nt�ctiw upon th�fint day of tM followinp Fi�e�l Yar.
In�ddition, tM I�aur�pn�s to nimbu� tM B�nk upon it�nqu�:t for�II naon�bb�xpen�es,di�un�m�nn,and advanas incurred or made by th�
Bank in�ao�na with any of tM provi:ions Mnof(ineludinp tM nawnabN compK+wtion and th��xpen�s�nd disbun�m�nu of its apeen and couroell.
ARTIC�E TWO
DEFINITIONS
S�etion?Ol.ONinitions.
Fw dl purpo�s of thit AprNm�nt,exe�pt a otMrwin�xpr�aty prwidrd w unlns tM cont�xt otMtwi�e rpuires:
"AcaNr�tion O�t�"on�ny Security me�n�tM dau on�nd Nter whKh tM prineip�l a any or Nt inttallments ot int�rcst,or both,are due and
WY�b��►�Y�+��tY�Kh h�d baarN aecel�r�t�d purwant to the t�rms ot th�Seeurity.
�'Bank Offia"m��n� th�prineipN eo►por�te trust offip of th�B�nk n indicat�d on pp�5 la►eoi.Th� 8��k will notity tM Isw�r in writin9
of Mfy dNnOt in loC�tion Of tM B�nk Offip.
"9ond R�tolution"m��n�tM rtsolution,ord�r,or ordin�na oi tM pow�ninp body oi tM Iw+er punuant to whieh the Securities ue iswed,
artifi�d by tIN S�cntary or�ny otMr oific�r of tM IwuN md dNiwnd to tM Bank.
"Faal Y�ar"�,..�+:• the 12-month period ending September 30 of each year.
� 5 ••Mo1dK"�nd"S�cuiity Hold�r"�ach rtNans th�P�►wn in whpt n�u a S�cutity is hpisund in tht Srcurity Rpism.
"lau��R�qu�st"and "lau�r Ord�r"��eh mpns�writt�n hquKt or o�d�►sipned in tM namt of th�IauK by tht P►aident,Vice Pns�dent,or
�s <,;ecnury of tM Bwrd oi Dihcton oi tM Isw��,o. any other authorized representative of the Lssuer, any or
all, and delivered to the Bank.
LpN Holid�y•n�ant�day on which tM Bank h►puit�d or�utfwriz�d to bt cload.
�'pN1on"nMant any i�dividual, eorpo�ation,partMnAip,joint wntun,�=Ioti�tion,joi�t stxk comp�ny,trutt,unincorpo►�ted organu�tion or
oovtrnnN��a anY p�neY a Policiul wbdiviuon of�powrnm�nL
, � EXHIBIT "A" TO RESOLUTION NO. 84-22
"Prsdecessor Securities" of ao Paq E 2 Of $ �
y particular Sscurity meana every previous Security evidencing all or a portion of the same otSligation as that
avidenced by wch particular Security (and,for tha purposes of this definition,eny Security registered and delivered under Section 4.06 in lieu of a
mutilated, io�t; deatroyed, or stolen Security shall be deemed to evidence the aeme obligation as the mutileted, lost,destroyed,or atolen Securityl.
"Redemption Date"when uted with respect to any Bond to be redeemed mea�a the date fixed for such redemption pursuant to the terms of
,,�.,-the Bond Resolution.
"Reaponsible Officer"when u�ed with respect to the Bank mesns the Chairman or Vice-Chairman of the Board of Directors,the Chairman or
Vice-Chairman of the Executive Committee of the 8oard of Directon, the President,sny Vice-President, the Secretary,any Assistant Secretary,the
� �Treesurer, any Aasistant Treasurer, the Cashier,any Assistant Ca:hier,any Trust Officer or Assistant Truat Officer,or a�y other officer of the Bank
customarily performing functions aimilar to those performed by eny of the above deaignated officers,and also msans,with respect to a particular cor-
porate Vust mstter,any other officer to whom wch mattar ia referred becsuse of his or her knowledge of and familiariry with the particular subject
"Security Regiater" meana a rogi�tar maintained by the Bank on behalf of the Itwer providing for the regiatration and tranafers of Securities.
"Stated M�turity"means the dste apecified in the Bond Rasolution on which principal of a Security ia scheduled to ba due and payable.
Sscrion 2.02.Other Osf/ni[ions.
The terma"Bank,""iswer,"and"Securitiet(Security)"hsve the mesnings aasigned to them in the recital parographs of this Ag�eement
The term"Psying Apent/Regisvar"refar:to tM Bank in the parformsnce of the dutiea and functions of thia Agreement.
ARTICLE THREE
PAYIN�3 AGENT
Secrion�01.Duiiea of Paying Agenr.
As Paying Apent, the Bank ahsli, provided adequate collected funda have been provided to it for wch purpose by or on behalf of the Issuer,psy on
behalf of the Iswer the principal of each Security at its Stated Maturity, Redemption Oete,or Acceleration Date, to the Holder upon wnender of the
Security to the Bank at the Bank Office.
As Paying Agent, the Bank ahalt, provided edequate collected funds have been provided to it for wch purpoae by or on behalf of the Iasuer,pay on
behalf of the Iswer the intereat on each Security when due, by computing the amount of interest to be paid esch Holder and preparing and aending checks
by United Statea Mail, firat class poatape prapaid, on eech payment date,to the Holders of the Securities (or their Predecessor Securitiea) on the Record
Oate, to the sddress�pearing on the Security Registar or by wch other method acceptable to the Bank,requested in writing by the Holder at the Holder's
risk and expense.
,�::,,. -
iection 3.02.Payment Dates.
�he lawer hereby instructs the Bank to pay the principal of and intereat on the Securitiea at the dstes specified in the Bond Resolution.
�-:�, .
ARTICLE FOUR
REGISTRAR
Section 4.01.Sscurity Registsr-Tisnsfers end Exchsnyes.
The Bank agreea to keep and maintain for and on behalf of the I sauer at the Bank Office books and recorda(herein aametimes referred to as the"Security
Registe�") for recording the namea and addressea of the Holdera 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 Holdera and containing wch other information aa mey be reasonable required by the Issuer and wbject
to such reasonable repulationa aa the Isauer and Bank msy preacribe. All transfen,excha�ges, and replaeement of Securities shall be noted in the Security
Register.
Every Security surrsndered for tronsfer or excha�ge shall be duly endoraed or be aceompanied by a written inatrument of trenafer,the signature on
which has been guaranteed by an officar of a federal or atete benk or a member of the National A:aociation of Securitias Dealen,in form satisfactory to the
Bank,duly exacuted by the Holder thereof or his or her agent duly authorized in writing.
Tha Bank may requeat any aupporting documentation it fesls necessary to effect a re-registratio�,transfer,or exchange of the Securities.
To the extent poaible and under reasonable circumstances, the Bank agreea that, in relation to an exchange or tronsfer of Securities,the exchange or
transfer by the Holden thsreof will be completed and new Securities delivered to tha Holder or tha aasignee of the Holder in not more than three(3)business
days after the recsipt of the Securities to ba csncelled in any exchange or uansfer and the written instrument of trantfer or requestfor exchange duly executed
by the Holder,or his or her duly authorized agsnt,in form and manner satiafactory to the Paying Agent/Regiatrar.
Section 4.02.Cenificstes.
The Isaer shali provide an adequste inventory of printed Securities to facilitate tranafen or exchanges thereof.The Bank cornenants that the inventory
of �inted Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safe� �
k�?.�
g, which ahall be not lesa than ths care maintsined by the 8ank for debt securities of other governmenn or corporations for which it serves as registrar,
or :ia maintained for ita own aecuritiea
� rction 4.03t form of Sscuriry Regrmr.
The Bank, as Registrsr,will maintain the Security Register rolating to the registration,payment,transfer,and exchange of the Securities in accordance
with the Bank's general prectices and proceduroa in effect from time to time.The Bank shall not be obligeted to maintain auch Security Register in any form
other than that which the Bank has currently availabta and utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of being convened i�to written form within a reasonable time.
, � EXHIBIT "A" TO RESOLUTION NO. 84-22
Section A.04.Lisr of Security Ho/ders. . � Page 3 Of 8
The Bank will pFovide the Icwer at any time reyues*ed by the lauer, upon payment of the required fee,a copy of the information contained in the
Security Register. The �awer may also inspect the informetion conteined in the Security Register at any tima the Bank is customarily open for business,
provided that resaonable time i:allowed the Bank to provide.an up�to-date liating or to convert the information into written form.
,�...
The Bank will�not rolease or disclore the contents of the Security Regiater m a�y penon other than to,or at the written request of,an authorized
c �r or employae of the Iswer, except upon receipt af a:ubpoena or court order. Upon receipt of a wbpoena or court order, the Bank witl notify the
I r so that the Iawer may conteat the wbpoena or court order. -
trG.,,�
Secrron 4.05.Return of Cancs//sd Certiflcates.
The Bank will, at�uch reasonabie intervali as it determines,wrrendar to the lawer,Securities in lieu of which or in exchange for which other Securities
have been iuuad,or which have been paid.
Ssction 4.0�Mutflated,Demoyed,�osr,or S7o/en Securities.
The itwer heroby inttructs the Bank, wbject to the proviaions of the Bond Raolution,to deliver and iswe Securitie:in exch�nge for or in lieu of
mutiliated,destroysd,lost,or stolen Securities as long a:the same does not rewlt in an overiawance.
TM Bank will iawe and deliver s new Security in exchange for a mutilated Security wrrendered to it.The Bank wiil iawe a new Security in lieu of a
Security for which it received written rep►e�entation from tha Holder that the Security i:destroyed,lost,or aolen,without the wrre�der or production of
the o►iyinal Securtty.The Bank will pay on bshsif of the Issuer the principat and premium,if any,of s Security for which it received wrimn reprefentstion
wch Security ia desuoyed,loat,or rtokn followinp tha Stated Maturity or Redemption of t#H Sscurity,wiMout the aurronder or production of tfie Security.
The Bank will not iawe a replscemertt Security or pay wch replacement Security unless there ia delivered to the Bank such security or indemnity as it
may roquire(which may be by the Bank's blankat bond)to aave both the Bank and the lasuer harmless.
On aatiafaction of the 8enk and the Istuer,the certificate number on the Security registered wiil be cancelled wiM a notation that it has been mutilated,
deatroyed, lost, or atolen and a new Security will be iasued of the same series and of like tenor and principal amount bearing a number (according to the
Security Register)not contemporaneously outatanding.
The Benk may charge the Holder the Bank's fee end expensea in connection with iasuing a new Security in lieu of or exchange for a mutilated,des-
troyed,lost,or stolen Security.
The lasuer hereby accepts the Bank's current bianket bond for lost, stolen, or deatroyed Securities and any future wbatitute blanket bond for lost,
stolen, or deatroyed Securitiea that the Bank may arrange,and eprees that the cwerage under any wch blanket bond ia acceptable to it and meets the Issuer's
re�g�.�x�rements aa to aecurity or indemnity.The Bank need not notify the iswer of any changea in the security or other company giving such bond or the terms
o y auch bond.The bianket bond then utiiized.for the purpose of loat,stolen,or destroyed Securities by the Ba�k is available for inspection by the lasuer
o auest
�,_,ySeciion 4.07. Transaction/nformaiion tn lnuer. '
The Bank will, within a reasonable time after receipt of written request from the Issuer,fumiah the Issuer information as to the Securities it has paid
pursuant to Section 3.01,Securities it haa delivered upon the tranafer or exchange of any Securities pursuant to Section 4.01,and Securities it has delivered
in exchnege for or in lieu of mutilated,destroyed,loat,or stolen Securities purwent to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01.Du[ies of Bank.
The Bank undertakea to perform the duties set forth herein and agrees to use reasonable care in the performance thereof.
Section 5.02.Reliance on Documenrs,Etc.
(e) The Bank may conclusively rely, as to the truth of the atatemenu and correctness of the opinions expressed therein,on certificates or opinions
furnished to the Bank.
(b) The Bank shall not be liable for ariy error of judgment made in good faith by a Responaible Officer,unleas it shall be proved that the Bank was
negligent in ascertaining the pertinent fects.
Ic) No provisions of this Agreement shall requiro the Bank to expend or risk its own funds o►otherwise incur any financial liability for performance
of any of its duties heraunder, or in the exercise of any of its righta w powers,if it ahall have reasonable grounds for believing that repayment of such funds
o�adequate indemnity aatisfactory to it sgeinst a�:h riaks or liability it not aswred to it
(dl The Bank may rely and ahall be protected in acting or refraining from acting upon a�y resolution,certificate,atatement, instrument, opinion,
report, notice, request,direction,coneent,ordar, bond, note,security, or other psper o�document believed by it to be genuine and to have been signed or
pr�"'"�ted by the praper pa►ty or partiea. Without limiting the generality of the fo►egoing atatement, the Bank need not examine the ownership of any
SE ties, but i�protected in actiny upon receipt of Securitiea containing an endorsement or in�truction of tre�sfer or power of tranafer which appears on
it: e to be signed by ths Holder or an apent of the Holder.The Benk shall not be bound to make any investigetion into the fscu or matters stated in a
re tion, certificate,statement, instrument, opinion, report, notice, request,direction,consent,order, bond,note,security,or other paper or document
su�;:.:�d by Isauer.
(o) The Bank may conwlt with counsel,including its own counsel,and the written advice of wch counsel or any opinion of counsel ahall be full and
complete authorizatio�and protection with respect to any action taken,wffered,or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powen hereunder and perform any duties hereunder either directly or by or through agents or attorneys of
the Bank.
�. EXHIBIT "A" TO RE50LUI'ION NO. 84-22
� Section 5.03.Recitels of/asuer. Page 4 Of $
The recitais contained herein with reapect to the Iswer and in the Securities thaii be taken as the statemenu of the Iasuer,and the Bank aawmes no
reaponsibility for their correctnesa.
The Bank shall in no event be liable to the lawer,any Holder or Holder:of any Security,or any other Person for any amount due on any Security from
'�'"'c's own funds.
Section 6.0�May Ho/d Securities.
��°�"The Bank, in ita individual or any other capacity,may become the owner or pledgee of Securitiea and may otherwise deal with the Isauer with the same
rights it would heve if it wera not the Paying Agent/Regiatrar,or any other agent.
Section 5.05.Moneys Held by Bank.
Mo�ey held by the Bank herounder need not be iegregeted from any other funds provided appropriate trust acxounts are maintained in the name and
for the benefit of the Iswer.
The Bank�hall b�untier no liability for interett on any money ncsiv�d by it herounder.
Any money depositsd with the Bank for the paymant of ths principai,premium(if sny►,or interest on sny Security and romaining unclaimed for four
yean after final maturity of the Security has become due end payable,wili be paid by the Bank to the lauer,and the Holder of wch Security ahali thereafter
look only to the Iswer fo►psymsnt thsreof,�nd sIi liability of the Bank with respect to wch monsys shall thereupon cesre.
Ssction S.DB/ndNnnfffotion.
Tfie Iswer apre�s to indamnify ths Bsnk for.snd fiold it fitrtnl�ss agninat,any loa,lisbiiity,,or ex�nt�ineurred witfiout negligenee or bad faitfi on its
part, arising out of or in connection with its socaptenee or adminittrstion of it:dutiea hereunder,inciuding the cost end expense against eny claim or liability
in connection with the exercise or performance of any of ita powe�s or duties under this Agreement.
Section 5.07./ntsrp/eader.
The Iseuar and the Bank agree that tha Bank may aeek adjudication of any adve�se claim,demand,or controveny over its person a:well as funds on
deposit, in either a Federel or Stete District Court locsted in the State and County where either the Bank Office a the adminimative offices of the Iswer ia
located,and agree that service of proceaa by certified or registered mail,return receipt requested,to the addreaa referrod to in Section 6.03 of this Agreement
shall conatitute edequate aervice.The (swer and the Bank furthar agree that the Bank has the right to file a Bill of Interpleader in any court of competent
jurisdiction to determine the righu of any Person claiming any intereat herein.
R ARTICIE SIX
' MISCELLANEOUS PROVISIONS
�,:- ,iection 6.Of.Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the parties hereto.
Section 6.02.Assignmen[
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,conaent,waiver,or other document provided or permitted hereby to be given or furniahed to the
Issuer or the Bank shall be mailed or delivered to the lawer or the Bank,respectively,at the addreases shown on page 5 hereof.
Section 6.04.Effect af Hesdings.
The Articia and Section headings herein are for convenience oniy and shall not affect the construction hereof.
Section 6 05.Suxessors and Astigns.
Ail covenants and egreementa herein by the(swer shall bind ita wxeston and aasigns,whether so expressed or not.
Section 6.06.Sevsrobility.
in case any provision herein shall be invalid, iilegal,or unenforceable,the validity,legality,and enforceability of the remaining provisions�all not
in any wsy be affected or impairod :iereby.
Secsion 6.07:Benefits of Agrssment
'�' "othing heroin,expresa or implted, shall give to any Peraon,other than the partie: hemto and their succeaors hereunder,any benefit or any legal or
eq �le right,remedy,or claim hereunder.
�
rction 6.OiB.Entire Agreement.
This Agreement and the Bond Reaolution constitute the entire agreement betwaen the parties hereto relative to the Bank's acting as Paying Agent/
Registrar and if any conflict exists between thia Agreement and the Bond Resolution,the Bond Resolution shall govern.
Secrion 6.09.Counrerparts.
Thia Agreement may be executed in any number of counterpart�,each of which shall be deemed an original and all of which ahall conatitute one and
the same Agreement.
� EXHIBIT "A" TO RES�LUTION N0. 84-22
' Svction 6.f0. Termination. Page 5 Of 8
This Agreement will tertninate (i) on the date of final payment of the principai of and interest on the Securities to the Holders thereof or(ii)may be
earlier terminated by either party upon:ixty(60)days written notice;provided,however,an early tertnination of this Agreement by either party shall not be
effective until (e) a wcceasor Paying Agent/Regiatrar hes been appointed by the Iswer and wch�pointrnent sccepted and(b) notice given to the Hoiders of
the Securitiea of ths appointment of a succeuor Paying Agent/Registror.Futhermore,the Bank and the Iswer mutually agree that the effective date of an early
��iination of thi:Ag►eement shall not occur at any time which would diarupt,delay,or otherwise adversely affect the payment of the Securities.
Upon an early termination of thit Apreement, the Bank agroes to promptly transfer and deliver the Security Reginer(or a copy thereofl,together with
c •pertirx�t books and records relating to the Securities,to the wcceasor Paying Agent/Registrar designated and appointed by the luuer.
��The proviaions of Section 1.02 and of Article Five shall wrvive end remain in full force and effect following the termination of thia Agreement.
Secilon 6.1 f.C,ov�ming Lew.
This Agreement thall be construed in accordence with and gover�ed by ths Iswa of the State of Texa�.
IN WITNESS WHEREOF,the parties heroto have executed this Agrasment as of the day and year fir:t abare written.
By�11► ���.��
Title
(SEAL]
Attest
reu
itle
Texa�American Bank/Fort Worth,N.A.
ey
� _
Titls .
[: t]
Al�:�.
Addrea
Title
,� �
� ,�
EXHIBIT "A" TO RESOLUTION NO. 84-22
� Stcdon G f0. Tirm�narion. �age 6 of 8
This Apnem�nt wilt arminate (i) on tM da*e of tirnt payment of the prineip�l of and inorest on th�S�a+rities to tha Holdars thereof or(ii)may be
esrlier tKminat�d by�ither puty upon�ixty(60)dayc writtM nocics;p�ovid�d,howwer,an early t�rtnin�tion of this Aprearrwnt by either party shall�ot be
eHectivs until (�) •w�cstwr P�yinp Ayent/Rpistrsr ha�bsen appoinUd by tfN Itw�r�nd wch appointm��t axpted and(b)notica piven to tha Holders of
the Sacuritiet oi ths appointment ot a wcpsfor P�ying Aqsnt/Rpisuar.FuthKmoro,tM B�nk and ths(taer mutually ap►es th�t the effective date of�n esr1Y
tar�``""�tioe of this Aqroement�all not oocur�t sny tim�which would disrupt,dN�y,or othe►wite adversNy�ff�ct tM payment of the Securities.
wn en��rly t�rmi��tion of this Apreement, ths Bank pnes to p�omptly transfe►�nd delivsr tM S�curity Rpi:t�r(or a copy thereofl,topether with
oth xtirnnt books and rscords rslstinp to tM S�curiti�s,to tM wcce�sor Payinp Apent/Reyi�uar de�iqnaad�nd appointsd bV the�uuer.
�:.�,
Th�provido�s of S�ction 1.02�nd of Artkls Ffw sh�ll wrviw��d nmain in full fo►c�and�ff�ct followi�p tM t�rmination of this Ayresment.
Sktion 6.f f.Gorwi+iny l.iw.
This Apre�m�nt thall b�con�trued in aocordanee with�nd povern�d bY th�Iww of the St�t�of T�xa�.
IN WITNESS WHEREOF,th�putks Mnto hw��x�cuad this Apn�m�nt a of th�day�nd yMr fint abov�writun.
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Att�st
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T�xa�Anwriesn Bank/Fon Worth, .A.
ey
, , - / �t�e Vice President & Trust Officer
✓
IsE Corporate Trust Department
Atan ' , P, 0. Box 2604
� Fort Worth, TX 76113
Addnp O r
� � �� �_ 500 Throckmorton Street
F�rr Werth r TX 761(�?
T�cie yi � resident & Trust Officer
�. ..
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� • EXHIBIT "A" TO RESOLUTION NO. 84-22
� Page 7 of 8 �"'��
Trust Mana ement � � �� ��
9 AMERICA�N
Services �
� ���
ES ANNEX A TRUST DIVISION
�° �# PAYING AGENT/REGISTRAR
FEE SCHEDULE -
August 1, 1983
Acceptance Fee (Payabie at Closing)
Account Set-Up Fee $500.00
Certificate Issuance Fee
iP�certificate auihenticated) - 1.25
These fees cover our services for the initial set up of records, review of agreement, working with the
Underwriters, Bond Counsel, and Issuer for delivery of certificates at closing, attendance at all closings
(excluding travel expense) and the issuance, authentication and delivery of bonds at closing.
Account Maintenance Fee:
$100. for each million of the first$5,000,000 principal amount
$75. for each million of the next$5,000,000 principal amount
$60. for each million of the next$10,000,000 principal amount
�- $45. for each million in excess'of$20,00�,000 principal amount
�_ :.
Minimum Annual Maintenance Fee 750.00
Certificates issued/surrendered in transfers or exchanges,whichever is greater
during the period, each 1.25
These fees cover maintenance of all Bondholder �ecords, which include the name, address, certificate
detail and account type codes for each holder, issuance of semiannual interest checks, processing re-
placement of lost, stolen, or mutilated certificates, safekeeping blank certificates, cancellation of
certificates presented and issuance of new certificates, compliance with the S. E. C. 72 hour turn-
around time, and two bondholder lists per year (inte�est payme�t dates►.
Maturity/Redemption Fee:
• Certificates to be canceled (pe�certificate) 1•25
Checks issued (per check) 1.00
These fees cover receipt of certificates and cancellation of same, issuance of checks to holder and
updating Bondholder records to reflect redemption.
Additional Services:
Ext�a Bondholder Lists (per name) •03
� " Minimum Fee 60.00
Two Bondholder lists are provided as part of Account Maintenance Fee annually.
�. _
�
, , , . F��iIBIT "A" TO RESOLUTION NO. 84-22
Page 8 of 8
Page 2
�;,.�.
Address inserts or labeis, each .03
,�,�
Minimum Fee - 60.00
Daily Transfer Sheets (per set annually, if desiredl, - 100.00
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 responsibility involved.
Reimburs�ble Chazges:
All out-of-pocket expenses for professional services (such as attomeys and accountantsl, postage,
courier services, supplies, telephone,travel to closing,etc.will be billed at cost.
This schedule is wbject to periodic review and change.
Texas American Bank/Fort Worth, N.A. maintains a full service Co�porate Trust Department which
currently meets the Securities and Exchange Commissio� requirements fo� seve�ty-two hour turn
around.
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TEXAS AMEWCAN BANK/PORT W�RT'H�