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Contract 29198-A2
ETARf C ►q�_(A; AMENDMENT NO. 2 RACT TO CITY SECRETARY CONTRACT NO. 29198 MASTER PAYING AGENT/REGISTRAR AGREEMENT This Amendment No. 2 to City Secretary Contract ("CSC") No. 29198, Master Paying Agent/Registrar Agreement (this "Amendment") is entered into by and between the City of Fort Worth ("City"), a home-rule municipal corporation organized under the laws of the state of Texas, and Wells Fargo Bank, N.A. ("Bank"), a national banking association organized under the laws of the United States, collectively referred to as the "parties," acting by and through the authorized representative of each party. WHEREAS, on or about October 30, 2003, the parties previously entered into CSC No. 29198 (the "Agreement") a master paying/agent registrar agreement where the Bank provided services with respect to the registration, payment, transfer, exchange and replacement of certain outstanding City general purpose bonds and other financing methods and debt service obligations; and WHEREAS, the initial term of the Agreement, which began on October 30, 2003, expired; and WHEREAS, the parties subsequently extended the term of the Agreement, via CSC No. 3 779 1, to extend to October 30, 2010; and WHEREAS, the parties now wish to extend the term of the Agreement and modify the payment structure for the services provided thereunder. NOW THEREFORE,the parties hereby amend the Agreement as follows: SECTION 1. The term of the Agreement shall be extended to include Bonds issued by the City from October 30, 2010 to October 30, 2011. This extension provides for services related to the City's outstanding general purpose bonds, revenue bonds, certificates of obligation, equipment tax notes and other debt obligations which the City is obligated to pay debt service issued after October 30, 2010. SECTION 2. For payment of the Bank's services rendered in connection with the above obligations, the City agrees to pay the Bank from time to time reasonable compensation for all services rendered by it, which compensation shall be in accordance with the Schedule of Fees attached as Exhibit A, which is made a part hereof for all purposes. The attached Schedule of Fees hereby replaces the previous Exhibit A, Fee Schedule in the original Agreel-icnt OFFICIAL RECORD CITY SECRETARY FT WORTH, TX SECTION 3. All other terms and conditions of the Agreement not expressly altered, modified, or amended herein shall remain in full force and effect. This Amendment shall not modify any other provisions of the Agreement except for extending the date for providing paying agent/registrar services and specifying the compensation of the Bank. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, and their respective seals to be hereunto affixed and attested, all as of the last date and year written below. CITY OF FORT WORTH, TEXAS WELLS FARGO BANK, N.A. Fort Worth, Texas By: By: Karen L. Montgomery Name: Kathle Wagne Assistant City Manager Title: Vice-preside Date: �O l/ ©/// Date: Address:1000 Throckmorton Street Address: 201 Main Street, 3`d Floor Fort Worth, Texas 76102 MAC: T5441-030 Fort Worth, Texas 76102 ATTEST: ATTEST: By By: Marty Hendrix �oo����i�� Name: �I N C. S�'OH AINN City Secretary a *o�0000.k?�Title: VICE PRESIDENT pf.°0 00 �¢ APPROVED AS TO FORM: 91'. 0 o•i d EMO ox� � o d� (� po 0o d h. Maleshia B. armer an� XuQ 4oa� Assistant City Attorney OFFICIAL RECORD NO M&C I'MQ 1IRED CITY SECRETARY FT. WORTH, TX EXHIBIT A SCHEDULE OF FEES [to be attached] January 26,2011 Gregory M. Hasty Wells Fargo Bank Corporate Trust Services 1445 Ross Avenue, 2nd Floor9n Dallas,Texas 75202 Tel: (214)740-1548 Fax: (214)777-4o86 Greg.hasty @wellsfargo.com Fee Proposal for Master Paying Agent, Registrar Agreement City of Fort Worth Texas ccptanc Fe :`" Initial Fees as they relate to Wells Fargo Bank acting in the capacity of Paying Agent/Registrar — includes creation and examination of the Paying Agent/Registrar Agreement; acceptance of the appointment; setting up of Paying Agent/Registrar records and accounting records; and coordination of closing. The Acceptance Fee is payable at time of Paying Agent/Registrar Agreement execution. 409, 0 ensue For ordinary administration services by Paying Agent/Registrar — includes daily routine account management; cash transaction processing in accordance with the agreement; and mailing of trust account statements to all applicable parties. Float credit received by the bank for receiving funds that remain un-invested are deemed part of the Paying Agent's compensation. The Annual Administration fees are payable in advance,with the first installment due at closing. Fee Billing: First year annual fees will be billed in advance on a prorated basis beginning on the closing date through September 30 the year of original issuance; subsequent years would be billed in advance on October 1st for the full year to follow. �Out�of�Pocket;, erase., We only charge for out of pocket expenses in response to specific tasks assigned by the client. Therefore, we cannot anticipate what specific out of pocket items will be needed or what corresponding expenses will be incurred. Possible expenses would be, but are not limited to, tax reporting, establishment of trust accounts, express mail and messenger charges,travel expenses to attend closing or other meetings. There are no charges for indirect out of pocket expenses. This fee schedule is based upon the assumptions listed above which pertain to the responsibilities and risks involved in Wells Fargo undertaking the role of Paging Agent/Registrar. These assumptions are based on in formation provided to us as of the date of this fee schedule. Our fee schedule is subject to review and acceptance of the final documents. Should any of the assumptions, duties or responsibilities change, we reserve the right to cfirm,modify or rescind ourfee schedule. Together we'll go far . < ' A 0 10-22-03PO4:52 RCVO CCITY SECRETAR ONTRACT NO. ITY MASTER PAYING AGENT/REGISTRAR AGREEMENT THIS MASTER PAYING AGENT/REGISTRARAGREEMENT(the"Agreement"),dated as ofthe 30th day of October,2003,is by and between the City of Fort Worth,Texas(the "City')and Wells Fargo Bank,N.A., a national banking association organized and existing under the laws of the United States of America(together with any successor,the"Bank„); WITNESSETH: V&MREAS,the purpose of this Agreement is to specify the terms and conditions under which the Bank shall provide services with respect to the registration,payment,transfer,exchange,and replaceinent of certain.outstanding City general purpose bonds,revenue bonds,certificates of obligation,equipment tax notes, and other debt obfigaions which the City is obligated to pay debt service-on issued after October 30,2003 through October 30,2008 (hereinafter referred to as"Bonds'D; 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"inthe first paragraph ofthis Agreement or a successor Bank selected in accordance with the applicable provisions of this Agreement. "Bond Register"has the meaning stated in-Section 5.01. "Bond Ordinance"means any ordinance of the City authorizing the issuance of series of Bonds. "Bonds" has the meaning stated in the preamble to t$is'Agreement; provided, however,the term "Bonds"does not include any obligations issued by the City in the form of commercial paper notes. "Business Day"means any day other than(i)a Saturday,Sunday,or other day on which commercial banks located either in the State of Texas or the State of Minnesota are authorized or required by law or executive order to close or(ii)a day on which the New York Stock Exchange is closed. "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 any OFFICIAL RECORD CITY SECIMly it WORN JAXI Assistant City Manager,the Director of Finance or the City Secretary,any one or more of said officials,and delivered to the Bank. "Code"means the Internal Revenue Code of 1986,as amended. "Designated Payment/Transfer Office"means the corporate trust office ofthe PayingAgent/Registrar designated as the place of payment,transfer and exchange ofthe Bonds,initially,the corporate trust office of the Paying Agent/Registrar in Dallas,Texas. "Holder"whenused with respectto anyBond,means the Person in whose name such Bond is registered - in the Bond Register. "Interest Payment Date"means the Stated Maturity of an installment of interest on any Bonds as provided for in the Bond Ordinance pursuant to which such Bonds were authorized and issued. "Maturity"when used with respect to any Bond means the date on which the principal of such Bond becomes due and payable as therein provided,whether at the Stated Maturity or by call for redemption or otherwise,as provided for in the Bond Ordinance purs"aiLk to which such Bond was authorized and issued. "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 Bonds"of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond, and, for purposes of this definition, any Bond authenticated and delivered under Section 5.02 in lieu of a mutilated,lost,destroyed or stolen Bond shall be deemed to evidence the same debt as the mutilated,lost,destroyed or stolen Bond. "Record Date"for the interest payable on an Interest Payment Date for a Bond means the date(whether or not a Business Day)specified in such Bonid. "Redemption Date"when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant.to the terms thereof,the Bond Ordinance pursuant to which such Bonds were authorized and ssaed,.ana this*Agreement. ' "Redemption Price"when used with respect to any Bond to be redeemed means the price at which it is to be redeemed pursuant to terms thereof and the Bond Ordinance pursuant to which such Bonds were authorized and issued,excluding installments of interest whose Stated Maturity is on or before the Redemption Date. "Stated-Maturity'=when-usedwith-respect-to-any-Bond or-any-installment ofinterestthereon-means-the date specified in such Bond as the fixed date on which the principal of such Bond or such installment of interest is due and payable,as provided for in the Bond Ordinance pursuant to which such Bond was authorized and issued. SECTION 1.02. Written Communication. \ Anyr uest,demand,authorization,direction, cone waiver orotherwritten communication �1 4 nt, , 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 ifin writing and mailed,United States mail,first-class,postage prepaid,to the City addressed to it at 1000 Throckmorton,Third Floor,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, United States mail,first-class,postage prepaid(and properly referred to this Agreement or the Bonds),to the Bank addressed to it at 608 2ndAvenue South—MAC:N9303-110,Minneapolis,Minnesota 55479-0001,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, United States mail,first-class, postage prepaid,to each Holder,at the address of such Holder as it appears in the Bond Register. In any case where notice to Holders is given by United States,mail,neither the failure to mail such notice nor any defect in any notice so mailed,to any particular Holder shall affectthe sufficiency of such notice with respect to all other Holders. Where this Agreerrierrt provides for notice.in any m�mper,,sucli notice may be waived in writing by the Person entitled'to receive such notice, either before or after the evment,'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. SECTIO141.04. -fEct of Headings. The Article and Section headings herein are for convenience only and shall not affectthe construction hereof. SECTION 1.05. Successors and Assigns. 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 ofthis Agreement,any Bond Ordinance,or the Bonds 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. _� -3- SECTION 1.08. Benefits of Agreement. Nothing in this Agreement or in the Bonds,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. Governina Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. ARTICLE TWO APPOINTMENT;TERM OF AGREEMENT SECTION 2.01. Appointment of Bank as Pa3ing Agent and Registrar. The City hereby appoints the Bank to act as paying agent and registrar with respect to the Bonds,in paying the Holders of the Bonds the principal,redemption premium(if any)and ilnterest on all or any of.the Bonds. SECTION 2.02. Acceptance'. The Bank hereby accepts its appointment and agrees to act as paying agent and registrar with respect to the Bonds in accordance with the terms of each series of Bonds issued by the City,the Bond Ordinance pursuant to which sucli Bonds were authorized and issued,and this Agreerinent. SECTION 2.03. Term. The term of this Agreement shall begin on October 30,2003,and continue thereafter in full force and effect until all Bonds have matured and/or have been redeemed. SECTION 2.04. Athdiidrrient of Term. This Agreement rimy be amended to expand the scope of the•services to be provided by the Bank#o include Bonds issued bythe City after October 30,2008 through October 36,1010 at the same rate and under the same terms as apply to Bonds issued by the City prior to October 30,2008. SECTION 2.05. Change in Location of Designated Payment/Transfer Office. in the event the Bank changes the location dits Designated PaymenflTh6sfez O€fic� the Bank s1zag promptly send noti ate c to eacITder by.Unrtui States mad;fiist-c—,postage prepaidat e address in the Bond Register, stating the effective date and mailing address of the new Designated Payment/Transfer Office. ARTICLE THREE . THE BONDS;PAYMENT OF BO)VI3S SECTION 3.01. Forms Generally. The Bonds,Registration Certificate ofthe Comptroller of Public Accounts of the State of Texas,the Authentication Certificate,and the Assignment to be printed on each ofthe Bonds,shall be substantially inthe forms set forth in the Bond Ordinance pursuant to which such Bonds were authorized and issued,with such appropriate insertions,ornissions,substitutions,and other variations as are permitted or required by such B and Ordinance and this Agreement,and may have such letters,numbers, or other marks of identification and the Bonds may have such legends and endorsements thereon(including any reproduction of an opinion of counsel) as may,consistently herewith,be established by such Bond Ordinance or determined by the officers executing such Bonds as evidenced by their execution of such Bonds. The City shall furnish a copy of each Bond Ordinance pursuant to which Bonds to be governed by this Agreement were authorized and issued to the Bank within ten(10)Business Days of the date of adoption of such Bond Ordinance by the governing body of the City- SECTION 3.02. Execution.Registration,Delivery,and Datinst. The Bonds shall be executed on behalf of the City as provided in the Bond Ordinance pursuant to which such Bonds were authorized and issued. No Bond shall be ent tledto any right or benefit under this Agreement or the Bond Ordinance pursuant to which such Bonds were authorized and issued, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in such Bond Ordinance,executed by the Comptroller of Public Accounts ofthe State of Texas or the duly authorized agent therefor,by manual signature,or an authentication certificate substantially in the form provided in-such Bond Ordinance,executed by the Bank, by manual signature,and either such certificate upon any Bond shall be conclusive evidence,and the only evidence,that such Bond has been duly certified or registered or delivered. SECTION 3.03. Cancellati on. All Bonds surrendered for payment,redemption,-transfer,exchange,or replacement,if surrendered to the Bank,shall be promptly cancelled by it and shall be delivered to'the Bank and,if not already cancelled, shall be}izomptly carice d By fhe Bank. Tlie City may at'any time deliver to the Bank for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever and all Bonds so delivered shall be promptly cancelled by the Bank No Bond shall be registered in lieu of or in exchange for any Bond cancelled as provided by this Agreement. All cancelled Bonds held by the Bank shall be disposed of as directed by City Request. SECTION 3.04. Persons Deemed Owners. The City,the Bank,and any agent of the City or the Bank may treat the Person in whose name any Bond is registered as'the owner of such Bond for the purpose of receiving payment of the principal (and Redemption Price,if applicable)of and interest on such Bond and for all other purposes whatsoever whether or not such Bbnd be overdue,and,to the extetit permitted by law,none of the City,*the Bank,and any such agent shall be affected by notice to the contrary. SECTION 3.05. Payment of Interest. Interest on any Bond which is payable on any Interest Payment Date shall be paid to the Holder of such Bond 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 Bond 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. Each Bond delivered under this Agreement upon transfer or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,and to.accrue,which were carried by such other Bond and each such Bond shall bear interest from such date so that neither gain nor loss in interest shall result from such transfer,exchange or substitution. SECTION 3.06. Payment of Principal and Redemption Price. Principal (and the Redemption Price, if applicable) of each Bond sball 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 Bond to the Bank for cancellation. All Bonds so presented and surrendered for payment shall be delivered to the Designated Payment/Transfer Office. SECTION 3.07. Cfty to Deposit Funds. The City will duly and punctually deposit with the Bank,at its corporate trust office in Minneapolis, Minnesota, on or before each Stated Maturity of interest on Bonds and each Maturity of Bonds, money ,,-- sufficient to pay the principal(and Redemption Price,if applicable)of and interest on the Bonds when due. AkTICLt FOUR REDEWTION OF BONDS SECTION 4.01. General ApplicAilitd of Ai ticld. If the Bonds are to be redeemed before their Stated Maturity,they shall be iedeemed in accordance with their terms and the Bond Ordinance pursuant to which such Bonds were authorized and issued. SECTION 4.02. Election to Redeem,;Notice to Bank. The exercise by the City of its option to redeem any Bonds shall be evidenced by City action consistent with the provisions of the Bond Ordinance pursuant to which such Bonds were authorized and issued. In case of any redemption at the election of the City of less than all of the outstanding Bonds,the City shall,at least 45-days prioi to the ReMemption 1Ya e._n—a y the Bank of-§UWRedemption Date-awn oftlie prm`cipp amount of Bonds of each Stated Maturity to be redeemed,and the Redemption Price to be paid to the Holders. SECTION 4.03. Notice of RedeLption. Notice of redemption shall be given by the Bank in the name and at the expense ofthe City,prior to the Redemption Date,-to each Person entitled to receive notice of such redemption-at the.times and in the _ x manner required by the applicable Bond Ordinance. All notices of redemption shall contain a description of the Bonds to be redeemed including the complete name of the Bonds,the Series,the date of issue,the interest rate,the Maturity,the CUSIP number, if any,the amounts called of each Bond,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 Bond may be redeemed including a contact person and telephone number. ARTICLE FIVE REGISTRATION,TRANSFER,EXCHANGE,AND REPLACEMENT OF BONDS SECTION 5.01. Registrations Transfer,and Exchange. The Bank shall keep at the Designated Payment/Transfer Office a'register(herein referred to as the "Bond 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 Bonds and registration of transfers of the Bonds as herein provided. Upon surrender for•transfer or exchange of any Bond afthg Designated PayrrientlTransfer Office of the Bank,the Bank shall register and deliver,in the name ofthe designated transferee or transferees,one.or more new fully registered Bonds ofthe same maturity,of any authorized denominations,and ofa like aggregate principal amount in accordance with the terms of the Bond Ordinance pursuant to which such Bonds were authorized and i§sued. Every Bond 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 Bond subject to redemption during a period beginning at the opening of business ten(10)days before the day ofthe fast mailing of a notice of redemption of Bonds and ending at the close of business on the day of such mailing,or(ii)to transfer or exchange any Bond after it is so seiectedfor redemption,in whole or in part,prior to the redemption date;except that at the option ofthe Holder of at least$1,000,000 in principal amount of a series of Bonds'- the Bank is required to transfer or exchange any such Bond which has been selected in whole or in part far redemption upon the surrender thereof. In the event that the use of book-entry transfers for the Bonds is discontinued,the City shall provide. an adequate inventory of Bond certificates to facilitate transfers and exchanges. The Bank covenants that it will maintain Bond certificates in sai&eep�ng 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. The Bank as registrar will maintain the records of the Bond 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 Bond Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Bond Register.may be maintained in written form or in any other form capable of being converted r into written form within a reasonable time. SECTION 5102. Mutilated,Des4o3TA Lost.and Stolen Bonds. If(i)any mutilated Bond is surrendered to the Bank,or the City and the Batk receive evidence to their satisfaction of the destruction,loss or theft of any Bond,and(ii)there is delivered to the City and the Bank such security or indemnity as way 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 Bond(but only upon surrender of such Bond if such Bond is mutilated),a new Bond of the same series and maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding,in accordance with the Bond Ordinance pursuant to which such Bonds were authorized and issued. In case any such mutilated, destroyed,lost or stolen Bond 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 Bonds,the City in its discretion may by City Request have the Bank pay such$ond instead of issuing a new Bond;provided security or i&mnity'is f itn shed to the City and the Bank as u�ay be re4uii6d by ihem to save each of them harmless from any loss or damage with respect thereto,all in accordance with the Bond Ordinance pursuant to which such Bonds were authorized and issued. 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 Bond Register. The City may also inspect the information in the Bond 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 Bond 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 Bonds(and any .future substitute blanket bond for lost,stolen or destroyed Bonds that the Bank may arrange with sufficient coverage to protect the City in the opinion of the Bank)and agrees that the coverage under any such blanket bond is acceptable to it andineets 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 orthe terms of any such bond. 'Me 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 Bonds it has paid,Bonds it has delivered upon the transfer or exchange of any Bond,and Bonds it has delivered in exchange for or in lieu of mutilated,destroyed,lost or stolen Bonds. -8- SECTION 5.06. Renortinw Requirements. With respect to Bonds issued,pursuant to the terms ofthe Bond Ordinance authorizing their issuance, as obligations not descrn'bed in Section 103(a) of the Code, to the extent required by the Code and the regulations promulgated thereunder,the Bank shall report to the Holders and the Internal Revenue Service(i) the amount of"reportable payments",if any,subject to backup withholding during each year and the amount of tax withheld, if any,with respect to payments of such Bonds, and(ii)the amount of interest or amount treated as interest on such Bonds and required to be included in the gross income of the Holder thereof. ARTICLE SIX RIGHTS AND OBLIGATIONS OF BANK SECTION 6.01. Certain Duties and Responsibilities. A. The Bank: V' ' shall'p6a& i the duties imposed on the Bank under each Bond Ordinance. 2. shall exercise reasonable care in the performance of its duties as are specifically set forth m 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 ofthe opinions expressed therein,upon certificates or opinions fiunished 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$unished to the Bank,shall be under a dutyto examine the same to determine whether or not they conform to the requirements of this Agreement. B. No provision ofthis Agreement shall be construedto relievethe Bank from liability for its own negligent action,its own inegligent&Rliie to act,b"r its own wdlful misconduct except that: t. 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. 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. 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 andto 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 hill 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,ifthe Bank shall determine to make such Rather 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 Bonds,except any authentication certificate signed by the Bank on the Bonds, shall be taken as the statements of the City, and the Bank assumes no responsibility for their correctness. SECTION 6.04. May Hold Bonds. The Bank,in its individual or any other capacity,may become the owner or pledgee of Bonds and i otherwise deal with the City with the same rights ft would have if it were not serving 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 Bonds 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 Bonds. 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 any series of Bonds 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 includin&to-the-extent-applicable,—Title-6-of-the Texas-P-roperty-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 :l 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 Bonds in accordance with the schedule attached as Exhibit 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. to the extent permitted by law,to indemnify the Bank for,and to hold it harmless against,any Ioss,liability,or expense incurred without negligence or bad faith on its part,arising out of or in connection with the administration orperformance of its duties and obligations hereunder,including the costs and expenses Of defending itself(including counsel fees) against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. . 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 hot 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 deliverto,or upon the order og the City all funds,records,and Bonds held by it(except any Bonds 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 ofthe 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 Designated Payment/Transfer Office. SECTION 6:08—M=er-Gonversion-Gonsolidation orSueeession. — 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 patties hereto. In case any Bond shall have been registered,but not delivered, -11- by the Bank then in office,any successor by merger,conversion,or consolidation to such authenticating Bank may adopt such registration and deliver the Bond so registered with the same effect as if such successor Bank had itself registered such Bonds. _. 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 under the terms of any applicable Bond Ordinance,or to act as trustee for such Holder. SECTION 6.10. Bank Not Responsible for Bonds. The Bank shall not be accountable for the use of any Bonds or for the use on application of the proceeds thereof. SECTION 6.11. Adiudication and Interpleader. The City and the Bank agree that the Bank may seek adjudication of any advgrse.claim,demand,or controversy over its persons as well as funds on deposit,in the appropriate state or federal court in the State of 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 u Cher 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 `Y 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 shalt have reasonable grounds forbelieving that repayment of such funds or adequate jpdemnity 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 Bond from its"own feuds. SECTION 6.13. Depositoryy Trust Company Services. It is hereby represented and warranted that,in the eventthe Bonds 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-tumaround time and notification of redemptions and calls. SECTION 6.14. 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. _J -12- 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 first above written. CITY OF FORT WORTH,TEXAS By: an r Address: 1000 Throclanorton Fort Worth,Texas 76102 i4 C Secr (CITY SEAL) APPROVED AS TO FORM: Contra t: Authorization "1! I Date City Attorney WELLS FA12G0 BANK,N.A. Minneapolis,Minnesota By: Title: lk Address: 608 2nd Avenue South MAC:N9303-10 Minneapolis,MN 55479 Attention: Corporate Trust Services ATTEST: (BANK SEAL) Title: -13- MCI k RECORD EXMIT A See Attached Fee Schedule Wells Fargo Bid for Paying Agent and Registrar Services For The City of Fort Worth 1. Initial Fee, New and Existing Series Walved This includes our service in the complete study and consideration of the current Trust Documents and all supporting documents submitted In connection therewith,the performance of settlement duties including execution of required closing papers with transfer of the accounts. 2. Annual Administration See Below A. Minimum balance of$6,000,000 in triple A money market mutual fund for which Wells Fargo provides services and receives fees (The-minimum balance covers paying agerit services for all existing, outstanding Issues (42) and for 8 new series for a total of 50; after 50series up to 60 series, minimum balance would increase to $7,000,000 and over 60 series up to 70 series, minimum balance would Increase to$8,000,000. 2. Debt service payments on all outstanding Issues be received in Wells Fargo's office 2 business days prior to payment dates. The annual administration fee covers normal administrative duties required by the Trust Documents and other supporting documents,including: o Daily, routine account management • On-going monitdfi -of covenant compIIah4e' - �� • Cash trahsaction processing, Including wires acid check rodessin • Trust account statements sent to all applicable p ariles 3. Out-of Pocket Expenses lnclud4iri.Adnual Fee Wells Fargo Barik does not typically charge-out-of-pocket expenses uniess•e)trabrdinary circumstances occur. 4. Other See Below GiC Investment Charges: If applicable,there will be a one-time fee of$500.00 for the set-up and review of any investment agreement, repurchase agreement or similar instrument. The Investment activities included in the Annual Administration Fee assume there will be no more than one (1)draw on the Instrument per month. Forward Purchase Agreement: if funds are inv_esfed_per_a_Fbr—word Aur-Qkase Agreement, then applicable fees for•suck will be negotiated at closing. Forward-Purchase Agreement fees range $1;500.00-$3,000:00 annually depending on the terms of the agreement. Other Fees which may be charged as a result of administering this contract. Customized services can be provided to meet your unique financing requirements. Additional fees will be assessed for non-standard services such as specialized reporting, arbitrage calculations, default administration, executing supplemental indentures, purchase- of bonds for i sinking fund, releases of collateral; cancellation of bonds surrendered by obligor or upon early retirement of the issue, excessive administrative time or other duties that may be mandated by future"laws or regulatory agencies. Fees will be determined based on the type'of.senrice, administrative time required and degree of responsibility involved. Extraordinary services are not included in the administrative fee and will be billed in addition to the annual administration fee, including such fees as (but not limited to): outside legal counsel, outside accounting firms, settlement for delivery of physical securifies and publication costs, if applicable. Terms and Conditions: ❖ The fees quoted In this proposal are contingent upon review of the final documentation. ❖ Should this documentation change substantially or the-transaction become increasingly complex prior to final closing, during administration of the transaction, or in the Event of a Default,Wells Fargo Bank reserves the right to adjust its fees accordingly. ❖ Billings over 30 days past due are subject to a 1.5% per month late payment penalty on balance due. ❖ The prices quoted In this fee bid are guaranteed for all additional serles for•a period of five(5) years. r CITY SECRETARY �, r NO. AMENDMENT NO. 1 CONTRACT TO CITY SECRETARY CONTRACT NO. 29198 MASTER PAYING AGENT/REGISTRAR AGREEMENT This Amendment to City Secretary Contract ("CSC") No. 29198, Master Paying Agent/Registrar Agreement (this "Amendment") is entered into by and between the City of Fort Worth ("City"), a home-rule municipal corporation organized under the laws of the state of Texas, and Wells Fargo Bank, N.A. ("Bank"), a national banking association organized under the laws of the United States, collectively referred to as the "parties," acting by and through the authorized representative of each party. WHEREAS, on or about October 30, 2003, the parties previously entered into CSC No. 29198 (the "Agreement") a master paying/agent registrar agreement where the Bank provided services with respect to the registration, payment, transfer, exchange and replacement of certain outstanding City general purpose bonds and other financing methods and debt service obligations; and WHEREAS, the initial term of the Agreement which began on October 30, 2003 has expired; and WHEREAS, the parties now wish to extend the term of the Agreement and modify the payment structure for the services provided thereunder. NOW THEREFORE, the parties hereby amend the Agreement as follows: SECTION 1. The term of the Agreement shall be extended to include Bonds issued by the City from October 30, 2008 to October 30, 2010 as provided in Section 2.4 of the Agreement. This extension provides for services related to the City's outstanding general purpose bonds, revenue bonds, certificates of obligation, equipment tax notes and other debt obligations which the City is obligated to pay debt service issued after October 30,2008. SECTION 2. For payment of the Bank's services rendered in connection with the above obligations, the City agrees to pay the Bank from time to time reasonable compensation for-all-services-rendered-by-it—which-compensation-shall-be-in-accordancewith-the Schedule of Fees attached as Exhibit A, which is made a part hereof for all purposes. The attached Schedule of Fees hereby replaces the previous Exhibit A, Fee Schedule in the original Agreement. SECTION 3. All other terms and conditions of the Agreement not expressly altered, modified, 1 or amended herein shall remain in full force and effect. This Amendment shall not modify any other provisions of the Agreement except for extending the date for providing paying agent/registrar services and specifying the compensation of the Bank. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, and their respective seals to be hereunto affixed and attested, all as of the last date and year written below. CITY OF FORT WORTH, TEXAS WELLS FARGO BANK,N.A. Fort Worth, Texas By: By: Karen L. Montgomery Name: ` RI Assistant City Manager/CFO Title: Asst D .Vice Preswe+� Date: Date: q/17/0? Address:1000 Throckmorton Street Address: 201 Main Street, 3rd Floor Fort Worth,Texas 76102 MAC: T5441-030 Fort Worth,Texas 76102 ATTEST: ATTEST: --� By: Marty H drix Name: PATRICIA ASTON City Secretary Title: Y-ICE PRESIDENT APPROVED AS TO FORM: Maleshia B. Farmer Assistant City Attorney NO M&C R1wQUiRl:A i Gregory M.Hasty Wells Fargo Bank Corporate Trust Services 1445 Ross Avenue,2nd Floor Dallas, Texas 75202 Tel: (214)740-1548 Fax; (214)777-4086 EXHIBIT A SCHEDULE OF FEES City of Fort Worth,Texas Master Paying Agent Fee Schedule To act as PAYING AGENT®ISTRAR Acceptance Fee: $0.00 per issue Initial Fees as they relate to Wells Fargo Bank acting in the capacity of Paying Agent/Registrar—includes creation and examination of the Paying Agent/Registrar Agreement; acceptance of the appointment; setting up of Paying Agent/Registrar records and accounting records;and coordination of closing. Acceptance Fee payable at time of Paying Agent/Registrar Agreement execution. Annual Administration Fee: $400.00 per issue !� For ordinary administration services by Paying Agent/Registrar — includes daily routine account management; investment transactions; cash transaction processing in accordance with the agreement; and mailing of trust account statements to all applicable parties. Float credit received by the bank for receiving funds that remain uninvested are deemed part of the Paying Agent's compensation. The Annual Administration fees are payable in advance,with the first installment due at closing. Out of Pocket Expenses- We only charge for out of pocket expenses in response to specific tasks assigned by the client. Therefore, we cannot anticipate what specific out of pocket items will be needed or what corresponding expenses will be incurred.Possible expenses would be, but are not limited to, express mail and messenger charges, travel expenses to attend closing or other meetings, There are no charges for indirect out of pocket expenses. Jesi'l47i.0 bds apazv ia 4rtitriYtts iisrl ova wrbh pexlarn fo Y�t�Yesppric77ti�,s d> r'isks�i0e rrt iells. ato urtd�rta�rrng[li ,�oteo � rit cittfa kt�ar �ipse �' r� ' $ $ a i>75irgn�-ark b5t tl � 'naltoYi prt�ided tb tts trs�f ter dlrts d t7it fk step Uur fee s'clledr7e rs su5�ecY Cti eV ii7 tre+��plat[�e of 71ie ftrral dbcrrm�nts S71bulr7 any ,of t1'ce sYt1 �rorts, tl(tre� or r�totlrsldf7ii C i ger_i1Y��esery tYt raglit 0 affirr% ltidllify Orr sCd# oizrfee o�ied�lle. Submitted by:Gregory M. Hasty-August 1,2008 Vice President/Business Development Wells Fargo Bank (214)740-1548 �. ................... . _.. City of Font Worth, Texas 1YDAyar And C011"Cit Communication .DATE REFERENCE NUMBER LOG NAME PAGE 9/96103 G-140911 I 13WELLSFAF . 1 of! SUBJECT TRANSFER' PAYING AGENT AND ESCROW AGENT SERVICES FROM BANK ONE TO WELLS FARGO RECOMMENDATION: It is recommended that the City Council: 1. Exercise the City's right under various ordinances authorizing its bond issues to replace Bank One with Wells Fargo as the City's paying agent; and 2. Authorize the City Manager to transfer the City's existing escrow and trust agreements from Bank One to Wells Fargo. DISCUSSION: On July 23, 2003, Bank One announced the sale of its corporate trust, paying agent and escrow agent division effective October 31, 2003. The City has used Bank One as its paying agent to handle payments of principal and interest to those investors purchasing City bonds. Furthermore, the City has utilized Bank One's escrow agent services in conjunction with the U.S. Department of Housing and Urban Development {HUD} loan for the Minyard's Food Store Development Project, the HUD loan for the Mercado Project, and the agreement with Trinity Waste for landfill management. City staff contacted First Southwest, its co-financial advisor, to explore paying agent options, given Bank One's upcoming change in service. First Southwest requested proposals, on behalf of the City, from banks interested in serving as paying agent/registrar for all of the City's currently outstanding bond issues, as well as its future bond issues. Proposals from The Bank of New York, JPMorgan Chase, Wachovia, and Wells Fargo were received and evaluated based on-each bank's experienceJee*proposal, arid level of service.After reviewing the proposals, First Southwest has recommended;and staff agrees, that the City transfer its paying agent business to Wells Fargo for all of its currently outstanding and future bond issues. To'partly compensate Wells Fargo for its paying agent services, the City will wire funds for its debt service payments to the bank at least 2 days prior to payment dates. The City will also maintain a minimum $6,000,000 balance in a Wells Fargo AAA-rated money market fund. The City will earn all interest on the account. The bank will recei_v_e_the rest of its pay}ng agent_fees out of its normal fund_ management fees. Wells Fargo also agreed to assume the escrow agent accounts. To compensate the bank for its escrow agent services on the HUD loan accounts, the City will maintain a minimum$1,000,000 balance in a Wells Fargo AAA-rated,money market fund. The City will earn all interest on the account. The bank will receive its escrow agent fees out of its normal fund management fees. Trinity Waste pays the fee for the other escrow account. City of Fort Worth, Texas A ar and councit Communication .__. qTE REi=ERENCE NUMER i_OG NAME PAGE 9116103 13WELLSFARGO 2 of 2 SUaJEC-r TRANSFER PAYING AGENT AND ESCROW AGENT SERVICES FROM BANK ONE TO WELLS FARGO Upon approval of this Mayor and Council Communication,II be effectiveno aterlthan i October 031, 2003. Wells aFargo the change. The-transfer of all accounts will has a downtown Fort Worth office that will service the City's accounts. FISCAL INFOkMATIO VCERTIFICATION. The Finance Director certifies that this change will have no material effect on City funds. RZ:r J - Submitted for City Manager's FtJ1VD ACCOUNT CENTER AMOUNT SECRETARY' Offica by: (to) Richard Zavala(Acting) 6183 Originating Department Head: Jiro Keyes 8517 (from) APPROVED 09/16/03 Additional Information Contact: �pper Shook 8519