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R-84-607 - 5/10/1984ATTEST: ., % Ay CiS' Secretar RESOLUTION 4p0 7/2 WHEREAS, the City Council of the City of Round Rock, Texas desires to receive bids for the purchase of its $1,510,000 Water- works and Sewer System Revenue Bonds, Series 1984; and WHEREAS, First Southwest Company, Dallas, Texas, has been authorized and requested to prepare a Notice of Sale and Bidding Instructions, Official Bid Form and Official Statement containing financial, economic and other data necessary and desirable to attract bids for said bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: That the attached Notice of Sale and Bidding Instructions, Official Bid Form and Official Statement relative to $1,510,000 City of Round Rock Waterworks and Sewer System Revenue Bonds,.Series 1984, are hereby approved, both as to form and content, and said First Southwest Company is authorized to distribute said Notice of Sale and Bidding Instructions, Official Bid Form and Official State- ment to prospective bidders for, and purchasers of, the bonds. PASSED AND APPROVED this the 10th day of May, 1984, by the City Council of Round Rock, Texas, convened in regular session with a lawful quorum present. Mayor • s ,5--/o A.- April 19, 1984 Mr. Bill Harrison First Southwest Company Southwest Tower 211 E. Seventh, Suite 707 Austin, Texas 78701 First City National Bank of Austin Trust Division Re: City of Round Rock WW & SS, Series Dear Mr. Harrison: We appreciate your thoughtful consideration. Sincerely, G Hugh W. Clarke Vice President and Trust Operations Officer HWC /T28/2 Encl. 823 Congress Avenue, P.0. Box 2127 Austin, TX 78768 (512) 473 -4800 PIRSTCIN First City National Bank of Austin, pursuant to the terms of the enclosed Paying Agent /Registrar Agreements and the fee schedule attached thereto and a part of said Agreement, hereby is requesting an appointment as Paying Agent and Registrar of your forthcoming $1,510,000.00 bond issue. By way of example and to assist you in planning your costs, if your bond issue were to be sold and held by 100 holders, your costs would be: First year acceptance fee: (Minimum) $ 500 Annual Charges: Registration (Minimum) $ 150 Account Maintenance (Minimum) $ 150 Paying Interest (Minimum) $ 200 Total $ 500 Therefore, the first year you would be charged $500.00 set up charges and $500,00 as an annual fee. From the second year on, your charges would be $500.00. If you have few bondholders, your charges will be less. We do have a minimum annual charge of $500.00 on all accounts. Please return one signed Paying Agent /Registrar Agreement for our files. Member First City Bancorporation of Texas, Inc. First City National Bank of Austin Registrar and Paying Agencies Acceptance Fee (Minimum) `Annual Minimum Charge *Bond /Debenture Registrar Trust Division EXHIBIT A FULLY REGISTERED BOND SERVICES SCHEDULE OF CHARGES EFFECTIVE JULY 1, 1983 First 100 accounts (minimum per year) Each account in excess of 100 PIRSTCI7Y First 100 registrations (minimum per year) Each registration in excess of 100 Registrations requiring special attention Reviewing legal transfers (each transaction) Replacement of lost, stolen or destrL securities (each transaction) Bondholder /Debentureholder Account Maintenance Conversion of Bonds /Debentures 1 /10 of 1% of principal amount converted Retirement of Bonds /Debentures For retirement at maturity, or by call as a whole: First 100 Bonds /Debentures (each) 1.50 Next 400 Bonds /Debentures (each) 1.00 Excess over 500 Bonds /Debentures (each) .50 For retirement by partial call, tender offer or by purchase: First 100 Bonds /Debentures (each) Next 400 Bonds /Debentures (each) Excess over 500 Bonds /Debentures (each) 823 Congress Avenue, P-O. Box 2127 Austin, TX 78768 (512) 473-4800 $ 500.00 500.00 or 150.00 1.00 10.00 25.00 150.00 .85 2.00 1.50 1.00 Member First City Bancorporation of Texas, Inc. Trustee JDS /E10 /10 Registered Interest Disbursement Each check .30 Minimum charge (per interest payment) 100.00 Destruction of Bonds Sorting, listing and destroying (per registered bond) .15 Minimum charge (per destruction) 50.00 Miscellaneous Services Bondholder /Debentureholder list preparation (per account) .04 Bondholder /Debentureholder mailing (per account) .05 I.R.S. Form 1099 preparation and filing (per account) .10 Minimum fee 50.00 Authentication and Delivery of Bonds /Debentures First $5,000,000.00 principal amount, per million 600.00 Next $20,000,000.00 principal amount, per million 500.00 Excess over $25,000,000.00 principal amount, per million 400.00 Minimum Charge These rate include complete study and consideration of all the usual documents authorizing and support the issuance of bonds /debentures. Annual Administration First $5,000,000.00 principal amount, per million 400.00 Next $5,000,000.00 principal amount, per million 350.00 Next $10,000,000.00 principal amount, per million 250.00 Excess over $20,000,000.00 principal amount, per million 150.00 Minimum annual administration charge 1,500.00 Extraordinary Services Charges for performing any Corporate Trust Services not specifically covered in this schedule will be determined by an appraisal of the services rendered. Additional Charges JDS /E10 /11 The fees shown in this schedule are intended to be minimum fees, and accordingly, are subject to increase if the circumstances attending a particular issue or account so warrant. Furthermore, they do not include counsel fees or any other travel expenses or disbursements. All out -of- pocket expenses such as stationery, binders, check forms, printing, and envelopes will be added, at cost, to the regular fee for services. Postage, registered mail and insurance charges will be billed in addition to all other fees and charges. * These two items will be considered when calculating the acceptance fee. PAYING AGENT /REGISTRAR AGREEMENT entered into as of May 10 - 1984 (this "Agreement"), by and between, 7j,ry 664 ,41 p ' a (the "Issuer "), and First City National Bank of Austin, a national banking association duly organized and existing under the laws of the United States of America with its principal offices in Austin, Texas (the "Bank "). RECITALS OF THE ISSUER The Issuer has duly authorized and provided for the issuance of its Waterworks and Sewer System Revenue Bonds, Series 1984 (the "Securities ") in an aggregate principal amount of $ /,,S? o, 000 -oo to be issued as registered securities without coupons; All things necessary to make the Securities the valid obligations of the Issuer, in accordance with their terms, will be taken upon the issuance and delivery thereof; The Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying the principal of and premium (if any) and interest on the Securities, in accordance with the terms thereof, and that the Bank act as Registrar for the Securities; The Issuer has duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement the valid agreement of the Issuer, in accordance with its terms, have been done. NOW, THEREFORE, it is mutually agreed as follows: Section 1.01. Appointment. ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Securities, in paying to the Holders of the Securities the principal of and premium (if any) and interest on all or any of the Securities. The Issuer hereby appoints the Bank as Registrar with respect to the Securities. The Bank hereby accepts its appointment, and agrees to act, as Paying Agent and Registrar in accordance with the terms of this Agreement. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent /Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent /Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank 'upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disburse- ments of its agents and counsel). Section 1.03. Bond Resolution Subject to Approval of Bank Counsel. The acceptance by the Bank of its appointment as Paying Agent /Registrar hereunder shall be subject to the approval of the Bond Resolution by counsel for the Bank. ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal is due and payable on any Security which has become accelerated pursuant to the terms of the Security. -2- "Authorized Representative of the Issuer" means the City Manager , or Issuer. the Director of Finance of the "Bank Office" means the principal corporate trust office of the Bank as indicated on page 13. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, a copy of which certified by the Secretary or any officer of the Issuer is annexed hereto as Annex B or will be delivered to the Bank promptly upon the Issuer's adoption of the same. "Fiscal Year" means September 30 "Holder" and "Security Holder" each means a Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by an Authorized Representation of the Issuer and delivered to the Bank. "Legal Holiday" means a Saturday, a Sunday or a day on which the Bank is required or authorized by law to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any Security registered and delivered under Section 4.06 in lieu of a mutilated, lost, destroyed or stolen Security shall be deemed to evidence the same obligation as the mutilated, lost, destroyed or stolen Security). "Prepayment Date" when used with respect to any Security to be prepaid means the date fixed for such prepayment pursuant to the terms of the Bond Resolution. -3- "Record Date" means as follows: for Securities paying interest on the 1st day of a month, the 15th day of the preceding month; for Securities paying interest on the 15th day of a month, the last day of the preceding month which is not a Legal Holiday; and for Securities paying interest on a day other than the 1st day or the 15th day of a month (including Securities paying interest incident to a redemption or other prepayment), the 15th calendar day before the interest payment date. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice Chairman of the Board of Directors, the Chairman or Vice Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register in which the Issuer shall provide for the registration of Securities and of transfers of Securities. "Stated Maturity" means the date specified in the Bond Resolution as the fixed date on which the principal of the Security is due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer" and "Security" have the meanings assigned to them in the opening paragraph of this Agreement or in the Recitals of the Issuer. The term "Paying Agent /Registrar" refers to the Bank when it is performing the functions associated with such terms in this Agreement. —4— ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of and premium (if any) then due on the Securities at the Stated Maturity, Redemption Date or Acceleration Date, as appropriate, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on the Securities when due, by computing the amount of interest to be paid each Holder, preparing the checks and mailing the checks on the payment date, to the Holders of the Securities (or their Predecessor Securities) on the Record Date, addressed to their address appearing on the Security Register. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and premium (if any) and interest on the Securities at the dates specified in the Bond Resolution. In the event that adequate collected funds have not been provided to the Bank in order to allow the Bank to pay the entire principal of and premium (if any) and interest on the Securities on the appropriate payment date, the Bank shall promptly notify the Issuer of the same and shall not be obligated to disburse any money to any Security Holder until such deficiency shall be restored. ARTICLE FOUR REGISTRAR Section 4.01. Transfer and Exchange. The Issuer shall keep at the Bank Office a register (herein some- times referred to as the "Security Register ") in which, subject to such reasonable written regulations as the Issuer or the Bank may prescribe (which Issuer regulations if furnished to the Bank herewith are annexed hereto as Annex C or if furnished to the Bank subsequent hereto shall be furnished by Issuer Order), the Issuer shall provide for the registra- tion of Securities and of transfers of Securities. The Bank is hereby -5- appointed "Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. The Bank agrees to maintain the Security Register in accordance with the terms of this Agreement while it is Registrar. Every Security surrendered for transfer or exchange shall be surrendered to the Bank at its Bank Office duly endorsed for transfer or exchange, or accompanied by a written instrument of transfer, in form satisfactory to the Bank, duly executed by the Holder thereof or his attorney duly authorized in writing, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers. Upon surrender for transfer or exchange of any Security in accordance with the preceding sentence, the Bank shall register and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same maturity, of any authorized denomination and of a like aggregate prin- cipal amount, bearing a number (according to the Security Register) not contemporaneously outstanding. The Registrar may request any supporting documentation it feels necessary to effect a re- registration. The Bank will not be responsible for the validity of any transfer of Securities, the genuineness of the endorsement, the authority of the transferor, or the payment of any applicable tax. The Registrar shall not be required to exchange, register or re- register the transfer of any Security during the period beginning on a Record Date and ending on the next suceeding interest payment date or for a period of fifteen days next preceding the selection of any Securities to be redeemed or thereafter until the first publication or mailing of notice of such redemption. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of Securities certificates to facilitate transfers. The Bank covenants that it will maintain Securities certificates in safekeeping and will use reasonable care in maintaining such Securities certificates in safekeeping, which shall be not less than the care it maintains for debt securities cer- tificates of other governments or corporations for which it serves as registrar. -6- Section 4.03. Form of Security Register. The Bank as Registrar will maintain the records of the Security Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to main- tain such Register in any form other than those which the Bank currently utilizes at the time. The Securities Register may be maintained in written form or in any other form capable of being converted into written form within a rea- sonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time reasonably requested by the Issuer, upon payment of the required fee, a copy of the informa- tion contained in the Security Register. The Issuer may also inspect the information in the Security Register at any time not on a Legal Holiday that 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 Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a subpoena or court order. Upon receipt of a subpoena or court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court order. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities certificates in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost, or Stolen Securities. The Issuer hereby instructs the Bank to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost or stolen Securities in accordance with this Agreement. The Bank will issue and deliver a new Security in exchange for a mutilated Security surrendered to it. All mutilated Securities shall be cancelled by the Bank forthwith. The Bank will issue a new Security in -7- lieu of a Security for which it received an affidavit from the Holder that the certificate representing such Security is destroyed, lost, or stolen, without the surrender or production of the original certificate. In accordance with Section 3.01 of this Agreement, the Bank will pay on behalf of the Issuer the principal of and premium (1f any) on a Security for which it receives an affidavit from the Holder stating that such Security is destroyed, lost or stolen following the Stated Maturity or Prepayment Date of the Security, without the surrender or production of the Security certificate. Notwithstanding the foregoing, the Bank will not issue a replace- ment Security or pay such Holder of a destroyed, lost or stolen Security unless there is delivered to the Bank such security or indemnity as it may require (which may be by the Bank's blanket bond) to save both the Bank and the Issuer harmless. The certificate number on the mutilated, destroyed, lost or stolen Security will be cancelled on the Security Register with a notation that it has been mutilated, destroyed, lost or stolen and a new Security will be issued of the same maturity and principal amount bearing a number (according to the Security Register) not contemporaneously outstanding. The Bank shall charge the Holder the Bank's fee and expense in connection with issuing a new Security in lieu of or exchange for a mutilated, destroyed, lost or stolen Security. The Issuer hereby accepts the Bank's current blanket bond for mutilated, lost, stolen, or destroyed Securities and any future sub- stitute blanket bond for mutilated, lost, stolen, or destroyed Securities that the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to it and meets the Issuer's requirements as to security or indemnity. The Bank need not notify the Issuer 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 mutilated, lost, stolen or destroyed certificates by the Bank is available for inspection by the Issuer on request. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01 and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost or stolen Securities pursuant to Section 4.06. -8- ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties imposed upon it herein and in the Bond Resolution and agrees to use reasonable care in the performance thereof. No implied covenants or obligations shall be read into this Agreement against the Bank. Section 5.02. Reliance on Documents, etc. (a) The Bank may conclusively rely, as to the truth of the state- ments and correctness of the opinions expressed therein, on affidavits, certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds (or adequate indemnity satis- factory to it against such risks or liability) is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instrument of transfer or power of transfer which appears on its face to be signed by the Holder or an attorney -in -fact of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by Issuer. (e) The Bank may consult with counsel (including Bank employees), and the written advice of such counsel or any opinion of such counsel -9- shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys. Section 5.03. Recitals of Issuer. The recitals contained herein and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security or any other Person to expend its own funds for any amount due on any Security. Section 5.04. May Bold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent /Registrar, or any other agent. Section 5.05. Moneys Held by Bank. Honey held by the Bank hereunder need not be segregated from any other funds provided appropriate accounts are maintained. The Bank shall be under no liability for interest on any money received by it hereunder. Any money deposited with the Bank for the payment of the principal, premium (if any) or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Bolder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall there- upon cease. 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 Issuer, act as Trustee under -10- Indentures authorizing other bond transactions or act in any other capacity. Section 5.06. Indemnification. The Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with its accep- tance or administration of its duties hereunder, including the cost and expense (including its counsel fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands or controversy over its persons as well as funds on deposit, in either the District Court of Travis County, Texas, or the United States Federal District Court for the Western District of Texas, waive personal service of any process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. 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 cor- porate trust business of the Bank shall be the successor of the Bank hereunder without the execution or filing of any paper or any further act on the part of either of the parties hereto. In case any Security 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 Security so registered with the same effect as if such successor Bank had itself registered such Security. Section 5.09. Bank Not a Trustee. This Agreement shall not be construed to require the Bank to enforce any remedy any Bolder may have against the Issuer during any default or event of default under any agreement between any Holder and the Issuer, including the Bond Resolution, or to act as trustee for such Holder. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 13. Section 6.04. Effect of Headings. The Article and Section-headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Separability. In case any provision herein shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the re- maining provisions shall not in any way be affected or impaired thereby. -12- Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent /Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each .of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate on the date of final payment by the Bank issuing its checks for the final payment of principal and interest of the Securities. This Agreement may be earlier terminated upon 60 days written notice by either party. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. This proposal is submitted in duplicate originals. When accepted by the Issuer it will constitute the entire agreement between Issuer and the undersigned for the purpose and considerations herein specified. Your acceptance will be indicated by proper signatures of your -13- authorized officers or representatives on both copies and the returning of our executed copy to us. Respectfully submitted by: First City National Bank of Austin, Texas By: 'Title: VICE P Attest:. Accepted: Title: IDENT & TRUST OPERATIONS OFFICER By: Titlel TRUST OPERATIONS OFFICER -14- Address of Bank: First City National Bank of Austin 823 Congress Avenue P.O. Box 2127 Austin, Texas 78768 Attention: Trust Division Address of Issuer: Attention: , Texas PAYING AGENT /REGISTRAR AGREEMENT entered into as of May 10 19 84 (this "Agreement "), by and between, (7' /T) ®r�iP[Y' /l /) sPnf9E� a (the "Issuer "), and First City National Bank of Austin, a national banking association duly organized and existing under the laws of the United States of America with its principal offices in Austin, Texas (the "Bank "). RECITALS OF THE ISSUER The Issuer has duly authorized and provided for the issuance of its Waterworks and Sewer System Revenue Bonds, Series 1984 (the "Securities ") in an aggregate principal amount of $ /c to be issued as'registered securities without coupons; All things necessary to make the Securities the valid obligations of the Issuer, in accordance with their terms, will be taken upon the issuance and delivery thereof; The Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying the principal of and premium (if any) and interest on the Securities, in accordance with the terms thereof, and that the Bank act as Registrar for the Securities; The Issuer has duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement the valid agreement of the Issuer, in accordance with its terms, have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Securities, in paying to the Holders of the Securities the principal of and premium (if any) and interest on all or any of the Securities. • The Issuer hereby appoints the Bank as Registrar with respect to the Securities. The Bank hereby accepts its appointment, and agrees to act, as Paying Agent and Registrar in accordance with the terms of this Agreement. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent /Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent /Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disburse- ments of its agents and counsel). Section 1.03. Bond Resolution Subject to Approval of Bank Counsel. The acceptance by the Bank of its appointment as Paying Agent /Registrar hereunder shall be subject to the approval of the Bond Resolution by counsel for the Bank. ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal is due and payable on any Security which has become accelerated pursuant to the terms of the Security. -2- "Authorized Representative of the Issuer" means the City Manager or the Director of Finance of the Issuer. "Bank Office" means the principal corporate trust office of the Bank as indicated on page 13. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, a copy of which certified by the Secretary or any officer of the Issuer is annexed hereto as Annex B or will be delivered to the Bank promptly upon the Issuer's adoption of the same. "Fiscal Year" means September 30 "Holder" and "Security Bolder" each means a Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by an Authorized Representation of the Issuer and delivered to the Bank. "Legal Holiday" means a Saturday, a Sunday or a day on which the Bank is required or authorized by law to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any Security registered and delivered under Section 4.06 in lieu of a mutilated, lost, destroyed or stolen Security shall be deemed to evidence the same obligation as the mutilated, lost, destroyed or stolen Security). "Prepayment Date" when used with respect to any Security to be prepaid means the date fixed for such prepayment pursuant to the terms of the Bond Resolution. -3- "Record Date" means as follows: for Securities paying interest on the 1st day of a month, the 15th day of the preceding month; for Securities paying interest on the 15th day of a month, the last day of the preceding month which is not a Legal Holiday; and for Securities paying interest on a day other than the 1st day or the 15th day of a month (including Securities paying interest incident to a redemption or other prepayment), the 15th calendar day before the interest payment date. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice Chairman of the Board of Directors, the Chairman or Vice Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register in which the Issuer shall provide for the registration of Securities and of transfers of ' Securities. "Stated Maturity" means the date specified in the Bond Resolution as the fixed date on which the principal of the Security is due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer" and "Security" have the meanings assigned to them in the opening paragraph of this Agreement or in the Recitals of the Issuer. The term "Paying Agent /Registrar" refers to the Bank when it is performing the functions associated with such terms in this Agreement. -4- ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of and premium (if any) then due on the Securities at the Stated Maturity, Redemption Date or Acceleration Date, as appropriate, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on the Securities when due, by computing the amount of interest to be paid each Holder, preparing the checks and mailing the checks on the payment date, to the Holders of the Securities (or their Predecessor Securities) on the Record Date, addressed to their address appearing on the Security Register. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and premium (if any) and interest on the Securities at the dates specified in the Bond Resolution. In the event that adequate collected funds have not been provided to the Bank in order. to allow the Bank to pay the entire principal of and premium (if any) and interest on the Securities on the appropriate payment date, the Bank shall promptly notify the Issuer of the same and shall not be obligated to disburse any money to any Security Holder until such deficiency shall be restored. ARTICLE FOUR REGISTRAR Section 4.01. Transfer and Exchange. The Issuer shall keep at the Bank Office a register (herein some- times referred to as the "Security Register ") in which, subject to such reasonable written regulations as the Issuer or the Bank may prescribe (which Issuer regulations if furnished to the Bank herewith are annexed hereto as Annex C or if furnished to the Bank subsequent hereto shall be furnished by Issuer Order), the Issuer shall provide for the registra- tion of Securities and of transfers of Securities. The Bank is hereby -5- appointed "Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. The Bank agrees to maintain the Security Register in accordance with the terms of this Agreement while it is Registrar. Every Security surrendered for transfer or exchange shall be surrendered to the Bank at its Bank Office duly endorsed for transfer or exchange, or accompanied by a written instrument of transfer, in form satisfactory to the Bank, duly executed by the Holder thereof or his attorney duly authorized in writing, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers. Upon surrender for transfer or exchange of any Security in accordance with the preceding sentence, the Bank shall register and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same maturity, of any authorized denomination and of a like aggregate prin- cipal amount, bearing a number (according to the Security Register) not contemporaneously outstanding. The Registrar may request any supporting documentation it feels necessary to effect a re- registration. The Bank will not be responsible for the validity of any transfer of Securities, the genuineness of the endorsement, the authority of the transferor, or the payment of any applicable tax. The Registrar shall not be required to exchange, register or re- register the transfer of any Security during the period beginning on a Record Date and ending on the next suceeding interest payment date or for a period of fifteen days next preceding the selection of any Securities to be redeemed or thereafter until the first publication or mailing of notice of such redemption. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of Securities certificates to facilitate transfers. The Bank covenants that it will maintain Securities certificates in safekeeping and will use reasonable care in maintaining such Securities certificates in safekeeping, which shall be not less than the care it maintains for debt securities cer- tificates of other governments or corporations for which it serves as registrar. -6- Section 4.03. Form of Security Register. The Bank as Registrar will maintain the records of the Security Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to main- tain such Register in any form other than those which the Bank currently utilizes at the time. The Securities Register may be maintained in written form or in any other form capable of being converted into written form within a rea- sonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time reasonably requested by the Issuer, upon payment of the required fee, a copy of the informa- tion contained in the Security Register. The Issuer may also inspect the information in the Security Register at any time not on a Legal Holiday that 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 Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a subpoena or court order. Upon receipt of a subpoena or court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court order. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities certificates in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost, or Stolen Securities. The Issuer hereby instructs the Bank to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost or stolen Securities in accordance with this Agreement. The Bank will issue and deliver a new Security in exchange for a mutilated Security surrendered to it. All mutilated Securities shall be cancelled by the Bank forthwith. The Bank will issue a new Security in -7- lieu of a Security for which it received an affidavit from the Polder that the certificate representing such Security is destroyed, lost, or stolen, without the surrender or production of the original certificate. In accordance with Section 3.01 of this Agreement, the Bank will pay on behalf of the Issuer the principal of and premium (if any) on a Security for which it receives an affidavit from the Holder stating that such Security is destroyed, lost or stolen following the Stated Maturity or Prepayment Date of the Security, without the surrender or production of the Security certificate. Notwithstanding the foregoing, the Bank will not issue a replace- ment Security or pay such Holder of a destroyed, lost or stolen Security unless there is delivered to the Bank such security or indemnity as it may require (which may be by the Bank's blanket bond) to save both the Bank and the Issuer harmless. The certificate number on the mutilated, destroyed, lost or stolen Security will be cancelled on the Security Register with a notation that it has been mutilated, destroyed, lost or stolen and a new Security will be issued of the same maturity and principal amount bearing a number (according to the Security Register) not contemporaneously outstanding. The Bank shall charge the Bolder the Bank's fee and expense in connection with issuing a new Security in lieu of or exchange for a mutilated, destroyed, lost or stolen Security. The Issuer hereby accepts the Bank's current blanket bond for mutilated, lost, stolen, or destroyed Securities and any future sub- stitute blanket bond for mutilated, lost, stolen, or destroyed Securities that the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to it and meets the Issuer's requirements as to security or indemnity. The Bank need not notify the Issuer 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 mutilated, lost, stolen or destroyed certificates by the Bank is available for inspection by the Issuer on request. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01 and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost or stolen Securities pursuant to Section 4.06. -8- ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties imposed upon it herein and in the Bond Resolution and agrees to use reasonable care in the performance thereof. No implied covenants or obligations shall be read into this Agreement against the Bank. Section 5.02. Reliance on Documents, etc. (a) The Bank may conclusively rely, as to the truth of the state- ments and correctness of the opinions expressed therein, on affidavits, certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds (or adequate indemnity satis- factory to it against such risks or liability) is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instrument of transfer or power of transfer which appears on its face to be signed by the Holder or an attorney -in -fact of the Polder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by Issuer. (e) The Bank may consult with counsel (including Bank employees), and the written advice of such counsel or any opinion of such counsel -9- shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys. Section 5.03. Recitals of Issuer. The recitals contained herein and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Bolder or Holders of any Security or any other Person to expend its own funds for any amount due on any Security. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity. may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent /Registrar, or any other agent. Section 5.05. Moneys Held by Bank. Money held by the Bank hereunder need not be segregated from any other funds provided appropriate accounts are maintained. The Bank shall be under no liability for interest on any money received by it hereunder. Any money deposited with the Bank for the payment of the principal, premium (if any) or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall there- upon cease. 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 Issuer, act as Trustee under -10- Indentures authorizing other bond transactions or act in any other capacity. Section 5.06. Indemnification. The Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with its accep- tance or administration of its duties hereunder, including the cost and expense (including its counsel fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands or controversy over its persons as well as funds on deposit, in either the District Court of Travis County, Texas, or the United States Federal District Court for the Western District of Texas, waive personal service of any process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. 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 cor- porate trust business of the Bank shall be the successor of the Bank hereunder without the execution or filing of any paper or any further act on the part of either of the parties hereto. In case any Security 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 Security so registered with the same effect as if such successor Bank had itself registered such Security. Section 5.09. Bank Not a Trustee. This Agreement shall not be construed to require the Bank to enforce any remedy any Bolder may have against the Issuer during any default or event of default under any agreement between any Holder and the Issuer, including the Bond Resolution, or to act as trustee for such Holder. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request; demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 13. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Separability. In case any provision herein shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the re- maining provisions shall not in any ways be affected or impaired thereby. -12- Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent /Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate on the date of final payment by the Bank issuing its checks for the final payment of principal and interest of the Securities. This Agreement may be earlier terminated upon 60 days written notice by either party. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the lbws of the State of Texas. This proposal is submitted in duplicate originals. When accepted by the Issuer it will constitute the entire agreement between Issuer and the undersigned for the purpose and considerations herein specified. Your acceptance will be indicated by proper signatures of your -13- authorized officers or representatives on both copies and the returning of our executed copy to us. Respectfully submitted by: First City National Bank of Austin, Texas By: Tit V(EE i SIDE Atte By: TRUST OPERATIONS OFFICER TR V$T OPERATIONS OFFIL ER Title Accepted: -14- Address of Bank: First City National Bank of Austin 823 Congress Avenue P.O. Box 2127 Austin, Texas 78768 Attention: Trust Division Address of Issuer: Attention: , Texas