HomeMy WebLinkAboutRESOLUTION NO. 2006-64 RESOLUTION AUTHORIZING THE SUBSTITUTION AND APPOINTMENT
OF BANKERS TRUST COMPANY AS 'SUCCESSOR
PAYING AGENT,TRANSFER AGENT AND REGISTRAR FOR
CERTAIN OUTSTANDING BONDS AND
APPROVING AND AUTHORIZING THE E: ECUTION OF A
PAYING AGENT,TRANSFER AGENT AND REGISTRAR AGREEMENT
WITH BANKERS TRUST WITH RESPECT TO SUCH BONDS
WHEREAS, City of Fairfax, the"Issuer"has heretofore authorized the issuance
of certain Bonds described on Exhibit A hereto (collectively,the"Outstanding Bonds")
pursuant to the provisions of the Code of Iowa, and;
WHEREAS, First American Bank(the "Original Agent") currently serves as
Paying Agent and Registrar and Transfer Agent for the Outstanding Bonds, and;
WHEREAS, the Issuer has determined to substitute Bankers Trust Company as
successor Paying Agent and.Registrar and Transfer Agent for the Outstanding Bonds,
and;
WHEREAS, in the Paying Agent and Registrar and'Transfer Agent Agreements
entered into with the Original.Agent, the Issuer reserved the right to terminate such
Agreements upon ninety day written notice to the Original Agent, and;
WHEREAS, the Original Agent is no longer offering Paying Agent, Registrar and
Transfer Agent services and Bankers Trust has purchased the business from First
American, therefore the ninety day notice provision is waived, and
WHEREAS, the Issuer intends to enter into a Paying Agent, Registrar and
Transfer Agent Agreement between the Issuer and Bankers Trust,
NOW, THEREFORE.,Be It Resolved by the Issuer as follows:
Section 1. That Bankers Trust shall be and hereby is substituted and designated
as the Paying Agent, Registrar and Transfer Agent for the Outstanding Bonds,
Section 2. That the effective date of such substitution shall be retroactive to
December 31, 2005 (the date of purchase from First American Bank).
Section 3. That Bankers Trust is hereby directed to notify the holders of the.
Outstanding Bonds of such substitution by regular mail upon the approval of substitution.
Section 4. That the appropriate officials are hereby authorized to execute the
Paying Agent, Registrar and'Transfer Agent Agreement with Bankers Trust.
Section 5. All resolutions or parts thereof in conflict herewith are hereby repealed
to the extent of such conflict.
Passed and approved , 2006.
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Name
V
Title
Attest:
Name
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IXV
Title
EXHIBIT A
$465,000 City of Fairfax Genera[Obligation Bonds, dated 311!03
Bankers
NIEEI'SSA A.STOVER,ESQ.
Vice President, Corporate Trust Officer
It's our name. . . and our promise. 515-245-5269• FAX 515-247-2102
Attn:City Clerk July'24 2006
City of Fairfax
P.O.Box 337
525 Vanderbilt St.
Fairfax,IN 52228-0337
Bankers Trust Company has assumed responsibility for the administration of your municipal bond
issues through our purchase of First American Bank's Corporate Trust business as of January 1,
2006.
Bankers Trust is a locally owned and operated Bank which services over 2,400 municipal bond
issues across the state of Iowa. We work with cities, counties, schools, hospitals, health care
facilities, and utilities. We have local, experienced staff and work closely with key financial
advisors, underwriters, and bond counsel. Our low annual fees and reputation for quality service
have made us a leader in this industry.
Upon the announcement of 'this transfer from First American Bank to Bankers Trust, we
committed to honoring the same terms and conditions of the agreements you had for the
administration of your bond issues. We have experience with these types of transfers and assure
you the process will be seamless for your bondholders. We are also committed to providing the
highest level of customer service to continue to serve your needs for Paying Agent, Registrar,
Transfer Agent,Escrow Agent, and Trustee services.
To formalize this change to Bankers Trust, please present the attached Resolution and Paying
,Agent Agreement to your governing council or board. These documents incorporate the bond
issues which were formally serviced at First American, shown on the attached exhibit. Once
approved, please return these documents to Bankers Trust in the enclosed envelope. We will
provide subsequent notice to your bondholders.
Should you choose not to work with Bankers Trust, please notify us and we will work with the
provider you select to transfer the information appropriately.
Thank you for this opportunity to work together. Please contact us with any questions or
concerns. I've enclosed a magnet with our contact information for your convenience.
Sincerely,
i (�
11-M
Alissa Stover,Esq.
mstover@bankerstrust.com
Enclosures
4S3 7rh Street •P.O. Box 897•Des Moines, Iowa 50304-0897'•' 800-362-1688 • www.banketstrust.com
SUCCESSOR
rAYING AGENT, REGISTRAR
AND 'TRANSFER AGENT AGREEMENT
This Agreement is entered into the date hereof between Bankers Trust Company,
NA,Des Moines, Iowa(the"Agent") and the City of Fairfax.
I. Definition of Terms—The terms"item," "receipt,"'`"transfer," "turnaround,"
"process," "business day, and other terms used throughout this Agreement shall be
deemed to have the meanings provided in the regulations promulgated pursuant to the
Securities Exchange Act of 1934 and the Code of Iowa as amended and in effect from
time to time.
2. Issuance Resolution Incorporated by Reference—The Agent agrees to act on
behalf of the Issuer pursuant to the terms of this Agreement and pursuant to the Issuer's
resolution (the "Resolution") authorizing and providing for the issuance of the Bonds or
Notes, described on Exhibit A hereto (together, the"Outstanding Bonds"). The
Resolution and the terms thereof are hereby incorporated by reference and the provisions.
of this Agreement are to be construed to be consistent with the Resolution. In the event
of inconsistent language between the Resolution and this agreement, the terms of the
Resolution shall prevail.
3. Registrar Function.—The Agent shall maintain records of the identity of the
owners of the Bonds/Notes in order to carry out its function as Registrar and upon request
of the Issuer shall from time to time deliver to the Issuer records, documents and other
writings made or accumulated in the performance of its duties as Registrar. In such
capacity the Agent is authorized at any time to register for original issue certificates
representing the Bonds/Notes and not exceeding the total principal amount of the
Bonds/Notes and upon surrender for cancellation of certificates to register new
certificates for the principal amount of the Bonds/Notes represented by the certificates so
cancelled and to redeliver such new certificates.
4. Transfer Agent Function/Charges—For the purpose of the original issue of
certificates the Agent is hereby directed to record and authenticate certificates signed by
or bearing the facsimile signatures of the officers of the Issuer authorized to sign
certificates in such names and in such amounts as the Issuer,may direct.
The Agent shall make transfers from time to time upon the records of the Issuer of
any outstanding certificates and of certificates issued in exchange therefore signed by the
officers of the Issuer upon surrender thereof for transfer properly endorsed and upon
reasonable assurance that such endorsements are genuine and effective in accordance
with Section 554.8401, Code of Iowa. Signature guarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and Transfer
Agent. Such standards and procedures may require signatures to be guaranteed by certain
eligible guarantor institutions that participate in a recognized signature guarantee
program.
The Issuer and the Agent may also require payment by the person requesting an
exchange or transfer of the certificates of a service charge and a sum sufficient to cover
any tax, fee or other governmental charge that may be imposed in relation thereto, except
in the case of the issuance of a certificate for the unredeemed portion of a certificate
surrendered for redemption.
Upon request for cancellation of such certificates the Agent shall record and
authenticate new certificates duly signed and deliver such certificates to or upon the order
of the person entitled thereto.
Certified specimen signatures of the officers of the Issuer and certified specimen
certificates in the form duly approved by the Issuer shall be lodged with the Agent and
upon request of the Agent and the Issuer will deliver to the Agent a sufficient supply of
certificates in the form approved.
5. Paying Agent The Agent is hereby authorized and shall make payments of
principal and interest to the registered owners of the Bonds/Notes as follows:
(a) At least one business day prior to each payment date the Issuer will
deposit with the Agent in immediately available funds such amount as is required to
make such payment.
(b) One business day before each payment date the Agent will pay interest
and, upon presentation and surrender of the matured or called Bond/Note, will pay
principal to each registered owner of the Bonds/Notes as of the record date by mailing a
check to each such owner. In any case where the date of maturity of interest on or
principal of the Bond/Note or the date fixed for redemption of any Bond/Note shall be a
Sunday or a legal holiday or, a day on which banking institutions are authorized by law to
close, then payment of interest or principal may be made on the succeeding business day
with the same force and effect as if made on the date of maturity or the day fixed for
redemption. Provided,however, that payment of principal shall be made not later than
the second day after receipt of the matured Bond/Note.
(c) When the Agent shall receive notice from the Issuer of its option to
redeem Bonds/Notes prior to maturity, the Agent shall select the Bonds/Notes to be
redeemed and give notice of the redemption thereof, all in accordance with the terms of
the Bonds/Notes and the Resolution.
6. Form of Records—The records of the Agent shall be in such form as to be in
compliance with standards issued from time to time by the Municipal Securities Rule-
making Board of the United.States and any other securities industries standard and the
requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa.
7. Confidentiality of Records—The Agent's records in connection with the
Bonds/Notes shall remain confidential records entitled to protection and confidentiality
pursuant to Section 22.7, Code of Iowa. The Agent agrees that its use of the records will
be limited to the purposes of this Agreement and that the Agent will make no private use
or permit any private access thereto.
8. Reliance Upon Certain Certifications and Representations—The Agent may
rely conclusively and act, without further investigation, upon any list, instruction,
certification, authorization, certificate, or other instrument or paper suitably guaranteed
and believed by it in good faith and due diligence in performing its functions to be
genuine and to have been signed, countersigned, or executed by a duly authorized person
or persons or upon the instruction of any authorized officer of the Issuer or upon the
advice of the Issuer's counsel, and may register any certificate representing the
Bonds/Notes or may refuse to register any such certificate if in good faith the Agent
deems such refusal necessary in order to avoid any liability on the part of either the Issuer
or the Agent, and the Issuer agrees to indemnify and hold harmless the Agent from and
against any and all losses, costs, claims, and liability for so relying or acting or refusing
to act.
9. Rules and Regulations Governing Registration—The Agent shall comply at all
times with such rules, regulations and requirements as may govern the registration,
transfer and payment of registered Bonds/Notes including without limitation Chapters 7
and 384 and Sections 554.8101 et seq., Code of Iowa, and standards issued from time to
time by the Municipal Securities Rule-making Board of the United States and any other
securities industries standard and the requirements of the Internal Revenue Code of 1986.
1.4. Signature of Officers—In the case of the officers of the Issuer whose manual or
facsimile signature appears on any certificate, Bond/Note or other record delivered to the
Agent shall cease to be such officer prior to the registration,processing, or transfer
thereof, the Agent may nevertheless process such documents as though the person
signing the same or whose facsimile signature appears thereon had not ceased to be such
officer unless written instruction of the Issuer to the contrary is received.
11. Record Date—For purposes of determining the registered owners of the
Bonds/Notes the record date shall be deemed to be the fifteenth day of the month
preceding the date on which payment of principal, premium, if any, or interest is payable
to the registered owners of the Bonds/Notes ("Payment Date")whether such payment is
due to optional redemption„ operation of a sinking fund,or for any other reason.
12. Three Days Turnaround—The Agent agrees that it will turnaround within three
business days of receipt all items received in proper form for transfer,process or other
action pursuant to the teams of this Agreement.
13. Destruction of Cancelled Notes—The Agent will promptly cancel and destroy
all Bonds/Notes or certificates representing the Bonds/Notes which have been spoiled,
surrendered to it for transfer, or with respect to which principal,premium, if any, and
such interest owing on such Bonds/Notes has been paid,and will provide the Issuer with
a Certificate of Destruction certifying as to the destruction of such cancelled
Bonds/Notes.
14. Payment of Unclaimed Amounts—In the event any payment check representing
payment of interest or principal on the Bonds/Notes is returned to the Agent or is not
presented for payment or if any Bond/Note is not presented for payment of principal or
premium at the maturity or redemption date, if funds sufficient to pay such interest or
principal shall have been made available to the Agent for the benefit of the owner thereof,
all liability of the Issuer to the owner thereof for such interest or principal payment of
such Bonds/Notes shall forthwith cease, terminate and be completely discharged, and
thereupon it shall be the duty of the Agent to hold such funds, without liability for
interest thereon, for the benefit of the owners of such Bonds/Notes who shall thereafter
be restricted exclusively to such funds for any claim of whatever nature on its part under
the Resolution or on, or with respect to, such interest or principal. The Agent's
obligation to hold such funds shall continue for a period equal to six months following
the date on which such interest or principal became due,whether at maturity, or at the
date fixed for redemption thereof, or otherwise, at which time the Agent shall surrender
any remaining funds so held to the Issuer, whereupon any claim under the Resolution by
the owners of Bonds/Notes of whatever nature shall be made upon the Issuer.
15. No Obligation to Invest—The Agent will have no obligation to invest any funds
in its possession.
16. Compensation of the Agent—The Issuer will pay the Agent reasonable
compensation for its services based upon the schedule of foes as may be agreed upon
from time to time between the Agent and the issuer. The Agent's compensation may
include the amount of any attorney fees incurred by it under Section 17 hereof.
17. Bond Counsel—When the Agent deems it necessary or reasonable it may apply
to Bond Counsel for the Issuer or such other law firm or attorney approved by the Issuer
for instructions or advice.
18. Termination of Agreement--This Agreement may be terminated by either party
by giving the other party at least 90 days advance written notice. At termination of the
Agreement, the Agent shall deliver to the Issuer any and all records, documents or other
writings made or accumulated in the performance of its duties under this Agreement and
shall refund the unearned balance, if any, of fees paid in advance by the Issuer.
19. Examination of Records- The Issuer or its duly authorized agents may
examine all records relating to the Bonds/Notes at the principal office of the Agent at
reasonable times as agreed upon with the Agent and such records shall be subject to audit.
from time to time at the request of the Issuer or Agent. The.Agent, on request, will
furnish the Issuer with a list of names, addresses, and other information concerning the
owners of the Bonds/Notes or any of them.
20. Obligations,Rights and Privileges of the Agent—The Agent shall have, with
regard to the particular functions it performs, the same obligation to the owner or owners
of the Bonds/Notes and shall have the same rights and privileges the Issuer has in regard
to those functions.
Dated as of ' 2006
ISSUER 2 ,l~ y
C flr
By
Title C
Attest:
d'
Title
(Seal)
AGENT
By
Title
EXHIBIT A
$485,000 City of Fairfax General Obligation Bonds, dated 311103
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