Loading...
AC Contract No. 1992-08 PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT (this "Agreement"), is entered into as of June I1, 1992 by and between Kodiak Island Borough (the "Issuer"), and Security Pacific Bank Washington, N.A., a national banking association (the "Bank"), as Paying Agent and Registrar. RECITALS WHEREAS the Issuer has duly authorized and provided for the issuance of its bonds, entitled Kodiak Island Borough 1989 General Obligation School Refunding Bond (the "Bonds") in an aggregate principal amount of $10,000,000.00 to be issued as fully registered bonds without coupons; WHEREAS all things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof; WHEREAS the Issuer and the Bank wish to provide the terms under which Bank will act as Paying Agent to pay the principal, redemption premium (if any) and interest on the Bonds, in accordance with the terms thereof, and under which the Bank will act as Registraz for the Bonds; WHEREAS the Bank has agreed to serve in such capacities for and on behalf of the issuer and has full power and authority to perform and serve as Paying Agent and Registrar for the Bonds; WHEREAS the Issuer has duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement a valid agreement have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE DEFINITIONS Section I.O1.Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank" means Security Pacific Bank Washington, N.A., a national banking association organized and existing under the laws of the United States of America. "Bond Register" means the book or books of registration kept by the Bank in which aze maintained the names and addresses and principal amounts registered to each Registered Owner. -1- issued. "Bond Resolution" means the Resolution of the Issuer pursuant to which the Bonds aze "Bond" or "Bonds" means any one or all of the $10,000,000.00 in aggregate principal amount of bonds entitled Kodiak Island Borough 1989 General Obligation School Refunding Bond. "Fiscal Yeaz" means the fiscal yeaz of the Issuer ending on [June 30] of each year. "Issuer" means Kodiak Island Borough. "Issuer Request" means a written request or resolution signed in the name of the Issuer and delivered to the Bank. "Paying Agent" means the Bank when it is performing the function of paying agent for the Bonds. "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 or any entity whatsoever. "Registered Owner" means a Person in whose name a Bond is registered in the Bond Register. "Registrar" means the Bank when it is performing the function of registrar for the Bonds. "Stated Maturity" when used with respect to any Bond means the date specified in the Bond Resolution as the date on which the principal of such Bond is due and payable. ARTICLE TWO APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 2.O1.Appointment and Acceptance. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, to pay to the Registered Owners of the Bonds in accordance with the terms and provisions of this Agreement and the Bond Resolution, the principal of, redemption premium (if any), and interest on all or any of the Bonds. The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. As Registrar, the Bank shall keep and maintain for and on behalf of the Issuer, books and records as to the ownership of the Bonds and with respect to the transfer and exchange thereof as provided herein and in the Bond Resolution. -2- The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Registraz. Section 2.02.Compensation. As compensation for the Bank's services as Paying Agent and Registrar, the Issuer hereby agrees to pay the Bank the fees set forth in a separate agreement between the Issuer and the Bank for the first yeaz 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/Registraz for municipalities, which shall be supplied by the Bank to the Issuer on or before 90 days prior to the close of the Fiscal Yeaz of the Issuer if there aze any changes, and shall be effective upon the first day of the following Fiscal Yeaz. In addition, the Issuer agrees to reimburse the Bank, upon its request, for all reasonable and necessary out-of-pocket expenses, disbursements, and advances, including without limitation the reasonable fees, expenses, and disbursements of its agents and attorneys, made or incurred by the Bank in connection with entering into and performing under this Agreement and in connection with investigating and defending itself against any claim or liability in connection with its performance hereunder. ARTICLE THREE PAYING AGENT Section 3.O1.Duties of Pavine Agent. As Paying Agent, the Bank, provided sufficient collected funds have been provided to it for such purpose by or on behalf of the Issuer, shall pay on behalf of the Issuer the principal of, redemption premium, if any, and interest on each Bond in accordance with the provisions of the Bond Resolution. Section 3.02.Payment Dates. The Issuer hereby instructs the Bank to pay the principal of, redemption premium (if any) and interest on the Bonds on the dates specified in the Bond Resolution. ARTICLE FOUR REGISTRAR Section 4.O1.Initial Delivery of Bonds. The Bonds will be initially registered and delivered to the purchaser designated by the Issuer -3- as one Bond for each maturity. If such purchaser delivers a written request to the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the date of initial delivery, deliver Bonds of authorized denominations, registered in accordance with the instructions in such written request. Section 4.02.Duties of Registraz. The Bank shall provide for the proper registration of transfer, exchange and replacement of the Bonds. Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by a national or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Registered Owner thereof or his attorney duly authorized in writing. The Registraz may request any supporting documentation it deems necessary or appropriate to effect a reregistration. Section 4.03.Unauthenticated Bonds. The Issuer shall provide to the Bank on a continuing basis, an adequate inventory of unauthenticated Bonds to facilitate transfers. The Bank covenants that it will maintain such unauthenticated bonds in safekeeping. Section 4.04. Form of Bond Re ig ster. The Bank as Registraz will maintain the records of the Bond Registrar in accordance with the Bank's general practices and procedures in effect from time to time. Section 4.OS.Reports. The Issuer may inspect and make copies of the information in the Bond Register at any time the Bank is customazily 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 to the Issuer at its written request, except upon receipt of a subpoena or court order or as may otherwise be required by law. Upon receipt of a subpoena or court order the Bank will notify the Issuer immediately so that the Issuer may contest the subpoena or court order. Section 4.06.Cancelled Bonds. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All cancelled Bonds held by the Bank for a period of six (6) yeazs shall be destroyed and evidence of such destruction furnished to the Issuer upon its request. -4- ARTICLE FIVE THE BANK Section S.O1.Duties of Bank The Bank undertakes to perform the duties set forth herein. No implied duties or obligations shall be read into this Agreement against the Bank. The Bank hereby agrees to use the funds deposited with it for payment of the principal of and interest on the Bonds to pay the Bonds as the same shall become due and further agrees to establish and maintain such accounts and funds as may be required for the Bank to function as Paying Agent. Section 5.02.R~liance on Documents. Et (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) The Bank shall not be liable for any error of judgment made in good faith. The Bank shall not be liable for other than its gross negligence or willful misconduct in connection with any act or omission hereunder. (c) No provision 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. (d) The Bank may rely, or 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. The Bank need not examine the ownership of any Bond, but is protected in acting upon receipt of Bonds containing an endorsement or instruction of transfer or power of transfer which appeazs on its face to be signed by the Registered Owner or agent of the Registered Owner. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and reliance thereon. The Issuer agrees to pay the fees and expenses of such counsel in connection herewith. (fj The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys and shall not be liable for the actions of such agent or attorney if appointed by it with reasonable caze. Section 5.03.Recitals of Issuer. The recitals contained in the Bond Resolution and the Bonds shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. -5- Section 5.04.May Own Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Paying Agent and Registrar for the Bonds. Section S.OS.Money Held by Bank. Money held by the Bank hereunder need not be segregated from other funds. The Bank shall have no duties with respect to investment of funds deposited with it and shall be under no obligation to pay interest on any money received by it hereunder. Any money deposited with or otherwise held by the Bank for the payment of the principal, redemption premium (if any) or interest on any Bond and remaining unclaimed for two yeazs after the Stated Maturity of the Bond will be paid by the Bank to the Issuer, upon receipt of a written Issuer Request, and the Issuer and the Bank agree that the registered Owner of such Bond shall thereafter look only to the Issuer for payment thereof, and that all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06.Other Transactions. The Bank may engage in or be interested in any financial or other transaction with the Issuer. 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 a court of competent jurisdiction. The Issuer and the Bank waive personal service of any process and agree that service of process by certified or registered mail, return receipt requested, to the address referred to 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 an action in interpleader in any court of competent jurisdiction to determine the rights of any person claiming any interest herein. Section 5.08.Indemnification. The Issuer shall indemnify the Bank, its officers, directors, employees, and agents ("Indemnified Parties") for, and hold them hazmless against any loss, liability or expense arising out of or in connection with the Bank's acceptance or administration of the Bank's duties hereunder or under the Bond Resolution (except any loss, liability or expense as may be adjudged by a court of competent jurisdiction to be attributable to the Banks gross negligence or willful misconduct), 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. Such indemnity shall survive the termination or discharge of this Agreement or discharge of the Bonds. -6- ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.Ol.Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02.Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. 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 herein, or such other address as may have been given by one party to the other by fifteen (15) days written notice. Section 6.04.Effect of Headings. The Article and Section headings herein are for convenience of reference only and shall not affect the the construction hereof. Section 6.OS.Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their successors and assigns, whether so expressed or not. Section 6.06.Severability. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable, the validity, legality an enforceability of the remaining provisions hereof 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 and Registrar. -7- 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.Term and Termination. This Agreement shall be effeMive from and after its date and until the Bank resigns or is removed in accordance with the Bond Resolution; provided, however, that no such termination shall be effective until a successor has been appointed and has accepted the duties of the Bank hereunder. The Bank may resign at any time by giving written notice thereof to the Issuer. If the Bank shall resign, be removed or become incapable of acting, the Issuer shall promptly appoint a successor Paying Agent and Registrar. If an instrument of acceptance by a successor Paying Agent and Registraz shall not have been delivered to the Bank within 30 days after the Bank gives notice of resignation, the Bank may petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor Paying Agent and Registrar. In the event of resignation of removal of the Bank as Paying Agent and Registraz, upon the written request of the Issuer and upon payment of the amounts owing to the Bank hereunder the Bank shall deliver to the Issuer or its designee all funds and Bonds, and all books and records pertaining to the Bank's role as Paying Agent and Registrar with respect to the Bonds, including, but not limited to, the Bond Register. The provisions of Section 2.02 and Section 5.08 hereof 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 shall be governed by the laws of the State of California. Section 6.12.Documents to be Filed with Bank. At the time of the Bank's appointment as Paying Agent and Registrar, the Issuer shall file with the Bank the following documents: (a) a certified copy of the Bond Resolution and a specimen Bond; (b) an opinion of legal counsel to the effect that (i) the Issuer is duly organized and existing and authorized to issue the Bonds, (ii) the Bonds, the Bond ,and this Agreement have been duly authorized, executed, issued, and delivered and constitute valid and binding obligations of the Issuer in accordance with their terms, (iii) all authorizations, approvals, registrations, or consents of all federal, state of other governmental agencies required for the issuance of the Bonds have been given or in the alternative, no such authorizations, approvals, registrations, or consents are required, and (iv) this Agreement is a legal and binding obligation of the Issuer enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors rights generally; and (c) an Issuer Request containing written instructions to the Bank with respect to the issuance and delivery of the certificates for the Bonds, including the name of the Registered Owners and the denominations of the certificates. -8- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ATTEST: ~~~ ~~y-Sam C/erk ~ By:~~ Title: f* ww.u /J /~+N.~o.. ~T~~.*.rr~c, Address: KOiDMK I.SUMD BOROUGH 710 A19I ~ Rid Kodial~ AK 99615 Security Pacific Bank Washington, N.A., as Paying Agent and R/e~g/istrar Title: wit-ts~~~~~-~ Address: Corporate Trust Department PO Box 24407 Seattle, WA 98124-0407 9- !. ..~i ~.~. ~.. Corporate Trust Oepariment P.0. Boz 24407 Seattle, Washington 98124-0407 C ~o SECURITY PACIFIC BANK June 19, 1992 Kodiak Island Borough Karleton G. Short, Finance Director 710 Mill Bay Road Kodiak, Alaska 99615 Dear Karleton: A review of Kodiak Island Borough accounts has revealed the lack of any written agreement on file for the following Issue; 1989 General Obligation School Refunding Bond The enclosed standard Paying Agent/Registrar Agreement (and one copy) are to be signed and one copy returned to me. Like the merger of Rainier Bank with Security Pacific Bank in 1989, the impending merger of Security Pacific Bank with Bank of America will not affect this agreement. Should you have any questions or concerns regarding the above, please don't hesitate to give a me a call. Thank you in advance for your assistance. Cordi Donald P. Morton Trust Officer i t ~1 ~ ~ ~ ~i ~~ ICJ i - Security Pacific Bank Washington, N.A. I I Corporate Trust Department ~i ~} ,J(fN 2 519^.; 206) 585-4472 '''' ( I!t? DPM:gc