HomeMy WebLinkAboutContract 42607 (3) CITY SECRETARY
CONTRACT NO. 440 --
MASTER PAYING AGENT/REGISTRAR AGREEMENT
THIS MASTER PAYING AGENT/REGISTRAR AGREEMENT(the"Agreement"),dated as
of the_2Z day of t�6�4 _, 2011,is by and between the City of Fort Worth,Texas(the "City")and
BOKF,NA dba Bank of Texas,a national banking association organized and existing under the laws
of the United States of America(together with any successor, the 'Bank");
WITNESSETH:
WHEREAS, the City is authorized to issue the obligations as defined herein (the
"Obligations")in accordance with the respective ordinances adopted by the City on or after October 1,
2011 through September 30, 2014, and incorporated herein for all purposes (collectively, the
"Ordinance") and, in the case of the hereinafter defined Refunding Obligations,the terms of one or
more purchase agreements with respect to the Refunding Obligations;
WHEREAS, the City desires that the Obligations be issued in fully registered form with
privileges of transfer and exchange as herein provided, and as authorized in the Ordinance;
WHEREAS,the City has authorized the issuance of the Obligations subject to the terms of the
Ordinance and, to provide for registration, payment, transfer, exchange, and replacement of the
Obligations,the City has authorized the execution and delivery of this Agreement;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
herein contained, and subject to the conditions herein set forth, the City and the Bank agree as
follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.01. Definitions.
The terms defined in this Article shall have the meaning set out below unless the context
requires a different meaning:
"Agreement" means this agreement as originally executed or as it may from time to time be
supplemented, modified, or amended.
"Bank" means the entity named as the "Bank" in the first paragraph of this Agreement or a
successor Bank selected in accordance with the applicable provisions of this Agreement.
"City" means the City of Fort Worth, Texas.
"City Request" means a request signed in the name of the City by the Mayor,City Manager or
Chief Financial Officer of the City, which the Bank shall assume to be a duly authorized act of the
City.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
11 -21 -11 A10 :59 IN
"Designated Payment/Transfer Office" means the corporate trust office of the Paying Agent/
Registrar designated as the place of payment,transfer and exchange of the Obligations, initially,the
corporate trust office of the Paying Agent/Registrar in Austin, Texas.
"Holder" when used with respect to any Note,means the Person in whose name such Note is
registered in the Note Register.
"Interest Payment Date" means the Stated Maturity of an installment of interest on any
Obligations.
"Maturity"when used with respect to any Note means the date on which the principal of such
Note becomes due and payable as therein provided, whether at the Stated Maturity or by call for
redemption or otherwise.
"Obligations" means any obligations authorized and issued by the City on or after October 1, 2011
through September 30, 2014, including but not limited to, Certificates of Obligations, General Obligations,
Refunding Obligations, Bonds, Tax Notes, and Equipment Notes.
"Ordinance"means,collectively,the respective ordinance,resolution,or order adopted by the
City authorizing the issuance of the Obligations, and incorporated herein for all purposes.
"Person" means any entity, individual, corporation, partnership,joint venture, association,
joint-stock company,trust,unincorporated organization,or government or any governmental agency
or political subdivision.
"Predecessor Obligations" of any particular Obligation means every previous Obligation
evidencing all or a portion of the same debt as that evidenced by such particular Obligation,and, for
purposes of this definition,any Obligation authenticated and delivered under Section 5.02 in lieu of a
mutilated, lost, destroyed or stolen Obligation shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Obligation.
"Purchase Agreement" means each bond purchase agreement between the City and the
underwriters named therein, relating to the sale of the Refunding Obligations.
"Record Date"for the interest payable on an Interest Payment Date for a Obligation means the
date (whether or not a business day) specified in such Obligations.
"Redemption Date"when used with respect to any Obligation to be redeemed means the date
fixed for such redemption pursuant to the terms thereof,the Ordinance and this Agreement.
"Redemption Price"when used with respect to any Obligation to be redeemed means the price
at which it is to be redeemed pursuant to terms thereof and the Ordinance and, in the case of the
Refunding Obligations,the applicable Purchase Agreement,excluding installments of interest whose
Stated Maturity is on or before the Redemption Date.
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"Refunding Obligations" means those Obligations as defined herein.
"Register" has the meaning stated in Section 5.01.
"Stated Maturity" when used with respect to any Obligation or any installment of interest
thereon means the date specified in such Obligation as the fixed date on which the principal of such
Obligation or such installment of interest is due and payable.
SECTION 1.02. Written Communication.
Any request, demand, authorization, direction, notice, consent, waiver, or other written
communication provided or permitted by this Agreement to be made upon, given or furnished to,or
filed with
A. the City,shall be sufficient for every purpose hereunder if in writing and mailed,first-
class,postage prepaid,to the City addressed to it at City Hall, 1000 Throckmorton Street,Fort Worth,
Texas 76102, or at any other address previously furnished to the Bank in writing by the City, and
B. the Bank,shall be sufficient for every purpose hereunder if in writing and mailed,first-
class, postage prepaid (and properly referred to this Agreement or the Obligations), to the Bank
addressed to it at 111 Congress Avenue, Suite 400, Austin, Texas 78701, or at any other address
previously furnished to the City in writing by the Bank.
SECTION 1.03. Notice to Holders; Waiver.
Where this Agreement provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise expressly provided herein) if in writing and mailed, first-class,
postage prepaid,to each Holder, at the address of such Holder as it appears in the Register.
In any case where notice to Holders is given by mail,neither the failure to mail such notice nor
any defect in any notice so mailed,to any particular Holder shall affect the sufficiency of such notice
with respect to all other Holders. Where this Agreement provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Bank, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 1.04. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
SECTION 1.05. Successors and Assigns.
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All covenants and agreements in this Agreement by the City or the Bank shall bind its
successors and assigns.
SECTION 1.06. Severability Clause.
In case any provision of this Agreement,the Ordinance,or the Obligations or any application
thereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions and applications of this Agreement shall not in any way be affected or impaired
thereby.
SECTION 1.07. Amendment.
This Agreement may be amended only by an agreement in writing by both of the parties
hereto.
SECTION 1.08. Benefits of Agreement.
Nothing in this Agreement or in the Obligations,expressed 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 under this Agreement.
SECTION 1.09. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State of
Texas.
SECTION 1.10. Term and Appointment
A. Appointment of Bank as Paying Agent and Registrar.
The City hereby appoints the Bank to act as paying agent and registrar with respect to the
Obligations in paying the Holders of the Obligations,the principal,redemption premium(if any)and
interest on all or any of the Obligations.
B. Acceptance.
The Bank hereby accepts its appointment and agrees to act as paying agent and registrar with
respect to the Obligations in accordance with the terms of each series of Obligations issued by the
City, the Ordinances pursuant to which such Obligations were authorized and issued, and this
Agreement.
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C. Term.
The term of this Agreement shall begin on October 1,2011,and continue therafter in full force
and effect through September 30, 2014 or until all Obligations have matured and/or have been
redeemed, whichever occurs last.
D. Renewals.
This Agreement may be renewed for two additional terms of one year each at the City's sole
discretion at the same rate and under the same terms.
E. Change in Location of Designated Payment/Transfer Office.
In the event the Bank changes the location of its Designated Payment/Transfer Office, the
Bank shall promptly send notice of the change to each Holder by United States mail, first-class,
postage prepaid,at the address in the Bond Register, stating the effective date and mailing address of
the new Designated Payment/Transfer Office.
SECTION 1.11 Right to Audit.
Bank agrees that the City shall,until the expiration of three(3)years after final payment under
this Agreement, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books,documents,papers
and records of the Bank involving transactions relating to this Agreement at no additional cost to the
City. Bank agrees that the City shall have access during normal working hours to all necessary Bank
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The City shall give Bank reasonable advance notice of
intended audits.
ARTICLE TWO
THE OBLIGATIONS
SECTION 2.01. Forms Generally.
The Obligations,the registration certificate of the Comptroller of Public Accounts of the State
of Texas (the "Comptroller Registration Certificate"), the authentication certificate of the Bank(the
"Authentication Certificate"), and the Assignment to be printed on each of the Obligations, shall be
substantially in the forms set forth in the Ordinance with such appropriate insertions, omissions,
substitutions,and other variations as are permitted or required by the Ordinance and this Agreement
and may have such letters, numbers, or other marks of identification and the Obligations may have
such legends and endorsements thereon(including any reproduction of an opinion of counsel)as may,
consistently herewith, be established by the Ordinance or determined by the officers executing such
Obligations as evidenced by their execution of such Obligations.
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SECTION 2.02. Execution, Registration, Delivery, and Dating.
The Obligations shall be executed on behalf of the City as provided in the Ordinance.
No Obligation shall be entitled to any right or benefit under this Agreement or the Ordinance,
or be valid or obligatory for any purpose, unless there appears on such Obligation either the
Comptroller Registration Certificate, substantially in the form provided in the Ordinance,executed by
the Comptroller of Public Accounts of the State of Texas or the duly authorized agent thereof, by
manual signature, or the Authentication Certificate substantially in the form provided in the
Ordinance,executed by the Bank,by manual signature,and either such certificate upon any Obligation
shall be conclusive evidence, and the only evidence, that such Obligation has been duly certified or
registered or delivered.
SECTION 2.03. Cancellation.
All Obligations surrendered for payment, redemption, transfer, exchange, or replacement, if
surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the City, shall be
delivered to the Bank and,if not already cancelled,shall be promptly cancelled by the Bank. The City
may at any time deliver to the Bank for cancellation any Obligations previously certified or registered
and delivered which the City may have acquired in any manner whatsoever and all Obligations so
delivered shall be promptly cancelled by the Bank. No Obligation shall be registered in lieu of or in
exchange for any Obligation cancelled as provided by this Agreement. All cancelled Obligations held
by the Bank shall be disposed of as directed by City Request.
SECTION 2.04. Persons Deemed Owners.
The City,the Bank,and any agent of the City or the Bank may treat the Person in whose name
any Obligation is registered as the owner of such Obligation for the purpose of receiving payment of
the principal(and Redemption Price,if applicable)of and interest on such Obligation and for all other
purposes whatsoever whether or not such Obligation be overdue,and,to the extent permitted by law,
none of the City, the Bank, and any such agent shall be affected by notice to the contrary.
ARTICLE THREE
PAYMENT OF OBLIGATIONS
SECTION 3.01. Payment of Interest.
Interest on any Obligation which is payable on any Interest Payment Date shall be paid to the
Holder of such Obligation as determined at the close of business on the Record Date.
Such interest shall be paid by the Bank by check mailed to the Holder at the address of such
Holder as it appears on the Register, or by such other customary banking arrangements to which the
Holder and the Bank may agree, but solely from funds collected from the City for such purpose.
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Each Obligation delivered under this Agreement upon transfer or in exchange for or in lieu of
any other Obligation shall carry all the rights to interest accrued and unpaid,and to accrue,which were
carried by such other Obligation and each such Obligation shall bear interest from such date so that
neither gain nor loss in interest shall result from such transfer, exchange or substitution.
SECTION 3.02. Payment of Principal and Redemption Price.
Principal (and the Redemption Price, if applicable) of each Obligation shall be paid by the
Bank to the Holder at the Maturity thereof, but solely from funds collected from the City for such
purpose, upon presentation and surrender of such Obligation to the Bank for cancellation. All
Obligations presented and surrendered for payment shall be delivered to the Designated
Payment/Transfer Office.
SECTION 3.03. City to Deposit Funds.
The City will duly and punctually deposit with the Bank,at its corporate trust office in Austin,
Texas,on or before each Stated Maturity of interest on Obligations and each Maturity of Obligations,
money sufficient to pay the principal (and Redemption Price, if applicable) of and interest on the
Obligations when due.
ARTICLE FOUR
REDEMPTION OF OBLIGATIONS
SECTION 4.01. General Applicability of Article.
If the Obligations are to be redeemed before their Stated Maturity,they shall be redeemed in
accordance with their terms and the Ordinance.
SECTION 4.02. Election to Redeem; Notice to Bank.
The exercise by the City of its option to redeem any Obligations shall be evidenced by City
action consistent with the provisions of the Ordinance. In case of any redemption at the election of the
City of less than all of the outstanding Obligations, the City shall, at least 45 days prior to the
Redemption Date (unless a shorter notice shall be satisfactory to the Bank), notify the Bank of such
Redemption Date and of the principal amount of Obligations of each Stated Maturity to be redeemed,
and the Redemption Price to be paid to the Holders.
SECTION 4.03. Notice of Redemption.
Notice of redemption shall be given by the Bank in the name and at the expense of the City,
prior to the Redemption Date,to each Person entitled to receive notice of such redemption at the times
and in the manner required by the Ordinance.
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All notices of redemption shall contain a description of the Obligations to be redeemed
including the complete name of the Obligations, the Series, the date of issue, the interest rate, the
Maturity, the CUSIP number, if any, the amounts called of each Obligation, the publication and
mailing date for the notice,the date of redemption,the redemption price,the name of the Bank and the
address at which the Obligation may be redeemed including a contact person and telephone number.
ARTICLE FIVE
REGISTRATION, TRANSFER, EXCHANGE, AND
REPLACEMENT OF OBLIGATIONS
SECTION 5.01. Registration, Transfer, and Exchange.
The Bank shall keep at the Designated Payment/Transfer Office a register(herein referred to as
the"Register")in which,subject to such reasonable regulations as the City or the Bank may prescribe,
the Bank shall provide for the registration of the Obligations and registration of transfers of the
Obligations as herein provided.
Upon surrender for transfer or exchange of any Obligation at the Designated Payment/Transfer
Office of the Bank, the Bank shall register and deliver, in the name of the designated transferee or
transferees, one or more new fully registered Obligations of the same maturity, of any authorized
denominations, and of a like aggregate principal amount in accordance with the terms of the
Ordinance.
Every Obligation presented or surrendered for transfer or exchange shall be duly endorsed(if
so required by the Bank)or be accompanied by a written instrument of transfer in form satisfactory to
the Bank duly executed by the Holder or the attorney thereof duly authorized in writing.
Neither the City nor the Bank shall be required (i)to issue, transfer, or exchange any
Obligation subject to redemption during a period beginning at the opening of business thirty(30)days
before the day of the first mailing of a notice of redemption of Obligations and ending at the close of
business on the day of such mailing,or(ii) to transfer or exchange any Obligation after it is so selected
for redemption, in whole or in part, prior to the redemption date; except that at the option of the
Holder of at least $1,000,000 in principal amount of a series of Obligations, the Bank is required to
transfer or exchange any such Obligation which has been selected in whole or in part for redemption
upon the surrender thereof.
In the event that the use of book-entry transfers for the Obligations is discontinued, the City
shall provide an adequate inventory of Obligation certificates to facilitate transfers and exchanges.
The Bank covenants that it will maintain Obligation certificates in safekeeping and will use reasonable
care in maintaining such condition in safekeeping, which shall be not less than the care it maintains
for debt securities of other governments or corporations for which it serves as registrar, or which it
maintains for its own securities.
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The Bank as Registrar will maintain the records of the Register in accordance with the Bank's
general practices and procedures in effect from time to time. The Bank shall not be obligated to
maintain the Register in any form other than those which the Bank has currently available and
currently utilizes at the time.
The Register may be maintained in written form or in any other form capable of being
converted into written form within a reasonable time.
SECTION 5.02. Mutilated, Destroyed, Lost, and Stolen Obligations.
If(i) any mutilated Obligation is surrendered to the Bank, or the City and the Bank receive
evidence to their satisfaction of the destruction, loss or theft of any Obligation, and (ii) there is
delivered to the City and the Bank such security or indemnity as may be required by them to save each
of them harmless,then,the City shall execute and upon its request the Bank shall register and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Obligation(but only upon
surrender of such Obligation if such Obligation is mutilated),a new Obligation of the same series and
maturity and of like tenor and principal amount, bearing a number not contemporaneously
outstanding, in accordance with the Ordinance.
In case any such mutilated, destroyed, lost or stolen Obligation shall have matured and no
default has occurred which is then continuing in the payment of the principal of,redemption premium,
if any,or interest on the Obligations,the City in its discretion may by City Request have the Bank pay
such Obligation instead of issuing a new Obligation,provided security or indemnity is furnished to the
City and the Bank as may be required by them to save each of them harmless from any loss or damage
with respect thereto, all in accordance with the Ordinance.
SECTION 5.03. List of Holders.
The Bank will provide the City at any time requested by the City,upon payment of the agreed
upon fee, a copy of the information contained in the Register. The City may also inspect the
information in the 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 content of the Register to any Person other than
pursuant to a City Request or other than to an authorized officer or employee of the City,except upon
receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a subpoena or
court order the Bank will notify the City so that the City may contest the subpoena or court order.
SECTION 5.04. Surety Bond.
The City hereby accepts the Bank's current blanket bond for lost, stolen or destroyed
Obligations(and any future substitute blanket bond for lost, stolen or destroyed Obligations that the
Bank may arrange with sufficient coverage to protect the City in the opinion of the Bank)and agrees
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that the coverage under any such blanket bond is acceptable to it and meets the City's requirements as
to security or indemnity. The Bank need not notify the City of any changes in the security or other
company giving such bond or the terms of any such bond. The blanket bond then utilized for the
purpose of lost,stolen,or destroyed certificates by the Bank is available for inspection by the City on
request.
SECTION 5.05. Transaction Information to City.
The Bank will,within a reasonable time after receipt of written request from the City,furnish
the City information as to the Obligations it has paid,Obligations it has delivered upon the transfer or
exchange of any Obligation, and Obligations it has delivered in exchange for or in lieu of mutilated,
destroyed, lost or stolen Obligations.
ARTICLE SIX
RIGHTS AND OBLIGATIONS OF BANK
SECTION 6.01. Certain Duties and Responsibilities.
A. The Bank:
1. shall perform the duties imposed on the Bank under the Ordinance.
2. shall exercise reasonable care in the performance of its duties as are specifically
set forth in this Agreement,and no implied covenants or obligations shall be read into this Agreement
against the Bank; and
3. in the absence of bad faith on its part,may conclusively rely,as to the truth of
the statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Bank and conforming to the requirements of this Agreement, but in the case of any
opinions which by any provision hereof are specifically required to be furnished to the Bank,shall be
under a duty to examine the same to determine whether or not they conform to the requirements of
this Agreement.
B. No provision of this Agreement shall be construed to relieve the Bank from liability for
its own negligent action, its own negligent failure to act, or its own willful misconduct except that:
1. this Subsection shall not be construed to limit the effect of Subsection A of this
Section; and
2. the Bank shall not be liable for any error of judgment made in good faith by any
officer thereof,unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts.
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C. Whether or not therein expressly so provided, every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection to the Bank shall be subject
to the provisions of this Section.
D. By executing this Agreement,the Bank hereby represents that it has received a certified
copy of the Ordinance.
SECTION 6.02. Certain Rights of Bank.
Except as otherwise provided in Section 6.01 hereof:
A. 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, coupon or other paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;
B. the Bank may consult with legal counsel and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection in respect of any action
taken, suffered, or omitted by the Bank hereunder in good faith and in reliance thereon;
C. the Bank shall not be bound to make any investigation into the facts of matters stated in
any resolution, certificate, statement,instrument,opinion,report, notice,request,direction,consent,
order, bond, coupon or other paper or document, but the Bank, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit, and, if the Bank shall
determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records, and premises of the City, personally or by agent or attorney; and
D. the Bank may execute any of the trusts or powers hereunder or perform any of the
duties hereunder either directly or by or through agents or attorneys, and the Bank shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed hereunder
with due care by it.
SECTION 6.03. Not Responsible for Recitals.
The recitals contained in the Obligations, except any authentication certificate signed by the
Bank on the Obligations, shall be taken as the statements of the City, and the Bank assumes no
responsibility for their correctness.
SECTION 6.04. May Hold Obligations.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Obligations and otherwise deal with the City with the same rights it would have if it were not serving
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as paying agent, transfer agent, bond registrar, authenticating agent, or in any other capacity
hereunder.
SECTION 6.05. Money Deposited with Bank.
Money deposited by the City with the Bank for payment of principal(or Redemption Price,if
applicable)of or interest on any Obligations shall be segregated from other funds of the Bank and the
City and shall be held in trust for the benefit of the Holders of such Obligations.
All money deposited with the Bank hereunder shall be secured in the manner and to the fullest
extent required by law for the security of funds of the City.
Amounts held by the Bank which represent principal of and interest on the Obligations
remaining unclaimed by the owner after the expiration of three(3)years from the date such amounts
have become due and payable shall be reported and disposed of by the Bank in accordance with the
provisions of Texas law including, to the extent applicable, Title 6 of the Texas Property Code, as
amended.
The Bank shall be under no liability for interest on any money received by it hereunder.
This Agreement relates solely to money deposited for the purposes described herein, and the
parties agree that the Bank may serve as depository for other funds of the City, act as trustee under
indentures authorizing other bond transactions, or act in any other capacity not in conflict with its
duties hereunder.
SECTION 6.06. Compensation and Reimbursement.
The City agrees:
A. to pay to the Bank from time to time reasonable compensation for all services rendered
by it hereunder, which compensation shall be established initially for the Obligations in accordance
with the schedule attached as Exhibit A, which is made a part hereof for all purposes;
B. except as otherwise expressly provided herein,to reimburse the Bank upon its request
for all reasonable expenses,disbursements,and advances incurred or made by the Bank in accordance
with any provisions of this Agreement, except to the extent (i) covered by the compensation
established pursuant to Subsection A of this Section or (ii) any such expense, disbursement, or
advance as may be attributable to the negligence or bad faith of the Bank; and
C. that the Bank shall indemnify and hold the City harmless against,any loss,liability,or
expense incurred,arising out of or in connection with the administration or performance ofthe Bank's
duties and obligations hereunder, including the costs and expenses of defending (including counsel
fees)against any claim or liability in connection with the exercise or performance of any of its powers
or duties hereunder. The foregoing indemnity shall survive the resignation or substitution of the Bank
or the termination of this Agreement.
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SECTION 6.07. Resignation and Removal.
The Bank may resign from its duties hereunder at any time by giving not less than sixty
(60) days written notice thereof to the City,with such resignation effective upon the appointment of a
successor thereto.
The Bank may be removed from its duties hereunder at any time with or without cause by the
City designating a successor upon not less than sixty(60) days written notice;provided,however,that
no such removal shall become effective until such successor shall have accepted the duties of the
Bank hereunder by written instrument.
Upon the effective date of such resignation or removal (or any earlier date designated by the
City in case of resignation) the Bank shall, upon payment of all its fees, charges, and expenses then
due,transfer and deliver to,or upon the order of,the City all funds,records,and Obligations held by it
(except any Obligations owned by the Bank as Holder or pledgee), under this Agreement.
If the Bank shall resign or be removed,the City shall promptly appoint and engage a successor
to act in the place of the Bank hereunder,which appointment shall be effective as of the effective date
of the resignation or removal of the Bank. Such successor shall immediately give notice of its
substitution hereunder in the name of the City to the Holders, including the name of the successor to
the Bank and the address of its principal office and office of payment as provided in the Ordinance.
SECTION 6.08. Merger, Conversion, Consolidation, or Succession.
Any corporation into which the Bank may be merged or converted or with which it may be
consolidated,or any corporation resulting from any merger,conversion,or consolidation to which the
Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Bank shall be the successor of the Bank hereunder without the execution or filing of
any paper or any further acts on the part of either of the parties hereto. In case any Obligation shall
have been registered, but not delivered, by the Bank then in office, any successor by merger,
conversion,or consolidation to such authenticating Bank may adopt such registration and deliver the
Obligation so registered with the same effect as if such successor Bank had itself registered such
Obligations.
SECTION 6.09. Bank Not a Trustee.
This Agreement shall not be construed to require the Bank to enforce any remedy which any
Holder may have against the City during any default or event of default under any agreement between
any Holder and the City, including the Ordinance, or to act as trustee for such Holder.
SECTION 6.10. Bank Not Responsible for Obligations.
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The Bank shall not be accountable for the use of any Obligations or for the use on application
of the proceeds thereof.
SECTION 6.11. Adjudication and Interpleader.
The City and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its persons as well as funds on deposit, in the appropriate Federal or
State District Court located in Travis County,Texas,and agree that service of process by certified or
registered mail, return-receipt requested, to the address set forth in this Agreement shall constitute
adequate service. The City and the Bank further agree that the Bank has the right to file a Bill of
Interpleader in any court of competent jurisdiction within the State of Texas to determine the rights of
any Person claiming interest herein.
SECTION 6.12. Bank's Funds Not Used.
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 of 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.
The Bank shall in no event be liable to the City, any Holder, or any other Person for any
amount due on any Obligation from its own funds.
SECTION 6.13. Depository Trust Company Services.
It is hereby represented and warranted that,in the event the Obligations are otherwise qualified
and accepted for The 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 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.
SECTION 6.14. Reporting Requirements.
To the extent required by the Code or the Treasury Regulations, the Bank shall report the
amount of interest paid or the amount treated as interest accrued on the Bonds which is required to be
reported by the Holders on their returns of federal income tax,or assure that such a report is made,to
the Holders and the Internal Revenue Service.
SECTION 6.15. Entire Agreement.
This Agreement and the Ordinance 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 Ordinance, the Ordinance shall govern.
14
SECTION 6.16. Counterparts.
This Agreement may be executed in any number of counterparts,each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute but one and the
same Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed,
and their respective seals to be hereunto affixed and attested, all as of the day and year written.
CITY OF FORT WORTH, TEXAS BOKF, NA dba BANK OF TEXAS
By. - By.
Tom Higgins Name: SE AYTAN JR.
City Manager Title: VICE PRESIDENT
Date: Date:
A by. ATTEST:
By:
R nald P. Gonzales, !tywo�� r N4 : WHY N
XY 0000 ICE PRESIDENT
jj'
.0 ����
U ° Y
APPROVED AS TO FORM: � Ad
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GOOF
Ay
kl Maleshia B Farmer
Assistant City Attorney
NO M&C REQUIRED
OFFICIAL RECORD
15
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
FEE SCHEDULE
NOTE REGISTRAR, TRANSFER AGENT, AND PAYING AGENT
Annual Administration Fee:.........................$300