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R-85-785 - 11/26/1985WHEREAS, the City Council of the City of Round Rock has directed First Southwest Company to proceed with the necessary steps in refunding outstanding Waterworks and Sewer System Revenue Bonds; and WHEREAS, by law the Council must designate a Paying Agent /Registrar Bank for the aforementioned e funds; a � nd S , WHEREAS, ,61, �� 12a - has submitted a proposal to be said registrar; NOW THEREFORE ATTEST: LAND, City Secretary RESOLUTION NO. // 5 BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS That the Mayor is hereby authorized di 12 rectted to exec on behalf of the City an agreement with / 7//��LUX_ 2 / a copy of which is attached hereto and incorporated herein for all purposes. RESOLVED this 26th day of November, 1985. MIKE ROBINSO , Mayor City of Round Rock, Texas PAYING AGENT /REGISTRAR AGREEMENT AGREEMENT entered into as of November 25, 1985 (this "Agreement "), by and between the City of Round Rock, Texas, (the "Issuer "), and MBank Austin, National Association, national banking association duly organized and existing under the laws of the United States of America (the "Bank "). RECITALS OF THE ISSUER The Issuer has duly authorized and provided for the issuance of its City of Round Rock, Texas Waterworks & Sewer System Revenue Refunding Bonds, Series 1985 (the "Securities ") in an aggregate principal amount of $ to be issued as registered securities without coupons; All things necessary to make the securities the valid obligation 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, 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, 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, the Paying Agent and Registrar. 21D /0001.0.0 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 shcedule 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 fol- lowing Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable'compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal corporate trust office of the Bank or Agent located at 221 West 6th Street, Austin, Texas 78701. The Bank will notify the Issuer in writing of any change in location of the Bank Office. 210/0002.0.0 "Bond Resolution" means the resolution, order or ordinance of the governing body of the Issuer pursuant to which the Securities are issued certified by the Secretary or any other officer of the Issuer and delivered to the Bank. _ "Fiscal Year" means the fiscal year of the Issuer. "Holder" and "Security Holder" each means a Person in whose name a Security is registered in the Security Register. "Legal Holiday" means a day on which the Bank is required or authorized 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). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "Responsible Officer" when used with respect to the Bank means the'President or any Vice President /Trust Officer. "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 Re— solution 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. 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 purposes by or on behalf of the issuer, pay on behalf of the Issuer the principal of the Security at its Stated Maturity, Redemption Date or Acceleration Date, to the Holder upon surrender of the Security of 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 Security 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. 21D/0003.0.0 Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and - interest on the Securities at the dates specified in the Bond Resolution. ARTICLE FOUR REGISTRAR Section 4.01. Transfer and Exchange. The'Issuer shall keep at the Bank Office a register (herein sometimes referred to as the "Security Register ") in which, subject to such reasonable written regulations as the Issuer may prescribe (which regulations shall be furnished the Bank herewith or subsequent hereto by Issuer Order), the Issuer shall provide for the registration of Securities and of transfer of Securities. The Bank is hereby appointed "Registrar" for the purpose of registering Securities and transfer of Securities as herein provided. The Bank agrees to maintain the Security Register while it is Registrar. - Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument or transfer, the sig- nature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his attorney duly authorized in writing. Registrar may request any supporting documentation it feels necessary to effect a re registration. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of Securities cer- tificates to facilitate transfers. The Bank covenants that it will maintain Securities certificates in safekeeping and will use reasonable care in maintaining such Securities 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. - 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 maintain such Register in any form other than those which the Bank has currently available and 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 reasonable time. 21D /0004.0.0 Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information in the Security 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 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 o'r 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, sur- render to the Issuer, Securities certificates in lieu of which or in ex- change 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 Securi- ties as long as the same does not result in an overissuance. The Bank will issue and deliver a new Security in exchange for a mutilated Security surrendered to it. The Bank will issue a new Security in lieu of a Security for which it received written representation from the Holder that the Certificate representing such Security is destroyed, lost, or stolen, without the surrender or production of the original Certificate. The Bank will pay on behalf of the Issuer the principal and premium, if any, of a Security for which it receives written representation such Security is destroyed, lost or stolen following the Stated Maturity or Redemption of the Security, without the surrender or production of the original Certificate. The Bank will not issue a replacement Security or pay such replace- ment Security unless there is delivered to the Bank such security or in- demnity as it may require (which may be by the Bank's blanket bond) to save both the Bank and the Issuer harmless. On satisfaction of the Bank and the Issuer, the Certificate number on the Security registered will be cancelled with a notation that it has been mutilated, destroyed, lost or stolen and a new Security will be issued of the same series and of like tenor and principal amount bearing a number (according to the Security Register) not contemporaneously outstanding. The Bank may charge the Holder of the Bank's fees and expense in connection with issuing a new Security in lieu of or exchange for a muti- lated, destroyed, lost or stolen Security. 210/0005.0.0 The Issuer hereby accepts the Bank's current blanket bond for lost, stolen, or destroyed Certificates and any future substitute blanket bond for lost, stolen, or destroyed Certificates 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 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. THE BANK Section 5.01. Duties of Bank The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. 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 certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or re- fraining from acting upon any resolution, certificate, statement, instru- ment, 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 21D /0006.0.0 ARTICLE FIVE examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder of 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, and the written advice of such counsel or any opinion of counsel shall be full and complete authori- zation 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 and the Bank. 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 for any amount due on any Security from its own funds. Section 5.04. May Hold Securities The Bank, in its individual or any other capacity, may become the owner of pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have it if 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 thereupon cease. 210/0007.0.0 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 acceptance 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, demand or controversy over its person as well as funds on deposit; in either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or re— gistered 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 Inter — pleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. 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 fur— nished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 10. 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. 21D/0008.0.0 Section 6.06. Separability. In case any provision herein shall be invalid, illegal or unenforce— able, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied,'shall give to any Person, other than the parties hereto and. their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the 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 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. The provisions of Section 1.02 and of Article Five shall survive, and remain in full force and effect following the termination of this Agreement. Section 6.11 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 21D/0009.0.0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] , Attest: Title:- T lst Of ices 21D /0010.0.0 CITY OF ROUND ROCK, TEXAS BY 'AAA LL Title: Mayor Address: 214 East Main St. Round Rock, TX 78664 MBANK AUSTIN, NATIONAL ASSOCIATION BY Title: Vice Pre- ent and Senior Trust Officer Address: P.O. Box 2266 Austin, TX 78780 21D /0011.0.0 EXHIBIT "A" SCHEDULE OF FEES FOR SERVICES AS PAYING AGENT /REGISTRAR - Yearly Fee- $500.00