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HomeMy WebLinkAboutSewage Works Revenue Bonds 2005AGREEMENT FOR SERVICES OF REGISTRAR. AND PAYING AGENT THIS AGREiEMENT FOR SERVICES OF REGISTRAR AND PAYING AGENT ("Agreement"), made' and entered into this 21st day of July, 2005, by and between the City of Jeffersonville, India::l~a ("Issuer'~) and J.P. Morgan Trust Company, National Association, Indianapolis, Indiana ("Bank"), WITNESSES THAT: WHEREAS, the Issuer has authorized the issuance of its Sewage Works Revenue Bonds of 2005, Series A ("E.onds") in the aggregate principal amount of $6,500,000; and WHEREAS, [:.he Bonds are to be issued in fully registered form, thereby requiring the services of a Registrar and Paying Agent; and WHEREAS, ~he Issuer, pursuant to its ordinance adopted June 6, 2005, and which · includes provisions ::,f the Insurance Agreement, dated July 21, 2005, between the Issuer .and Financial Security .-'~issurance Inc. (collectively, "Ordinance") has appointed the Bank as Registrar and Payir~g Agent for the Bonds and has charged it with the responsibility of authenticating the Bc ads; and WHEREAS, l:he Bank has expressed its desire and willingness to serve as Registrar and Paying Agent for the Bonds; NOW THEI',',£FORE in consideration of the mutual promises, representations contaiined herein the parties hereto do mUtually agree as follows' covenants and Section 1. ~Appointment of Bank as Registrar and Paying .Agent. The Issuer does hereby appoint the 13ank as Registrar and Paying Agent for the Bonds. In discharging its responsibilities, the l!l~ank wilt perform such duties as are customarily required of a Registrar and Paying Agent, inclmling the duties specified in this Agreement and all duties of such positions required by IC 26-1-I]i. Section 2. General Description of Bonds. The Bonds are being issued for the purpose of providing funds to be applied on the cost of certain additions, extensions and improvements to the Issuer's municipal sewage works. The Bonds and the purposes.for which they are being issued are fully described in the Ordinance, a copy of which is attached hereto and marked as Exhibit A. In the event there is a conflict between the Ordinance and this Agreement, the terms of the Ordi ~ance shall control. ~ Section 3. Execution. The Bonds shall be executed on behalf of the Issuer with the manual or facsimile signature of the Mayor and attested with the facsimile signature of the INDY 1581621v.1 Clerk-Treasurer, and shall have affixed, impressed, imprinted or otherwise reproduced thereon the official seal of th{' Issuer or a facsimile thereof. Section 4. Authentic.a. tion by the Registrar. All Bonds shall have endorsed thereon a certificate of authen':~cation. No Bond shall be valid ~or obligatory for any purpose until the certificate of authent i~,cation on the Bond has been duly executed by an authorized representative of the Bank. Section 5. Issuance and Delivery of Bonds. The Issuer will cause the initial Bonds to be prepared by the b~:,nd printer by printing on each of such Bonds from information supplied by the purchaser, the na:~ae, address and tax identification or social security number of the registered owner, denominatior~, interest rate, maturity date and CUSIP number. The prepared Bonds will be furnished to the Bank before closing for the Bank to check the information and to authenticate or validate the Bond:~ which shall then be delivered to The Depository Trust Company by the Bank. The Bonds sh ~11 be issued in book,entry form. Section 6. Registration of Bonds' Exchange, Transfer; Persons Treated as Owners. So long as any of tl:~.e Bonds shall remain outstanding, the Bank shall keep a register for the registration and transt~i!er of Bonds ("Bond Register"). Each Bond registered owner the] of such Bond togeth~ duly executed by the the Bank shall vali& principal amount an owner, as the case m; '.hall be transferable or exchangeable only on the Bond Register by the 'eof in person, or by his attorney duly authorized in writing, upon surrender :r with a written instrument of transfer or exchange satisfactory to the Bank registered owner or his attorney duly authorized in writing, and thereupon rte and deliver a new fully registered Bond or Bonds in the same aggregate d of the same maturity to the transferee or transferees or the registered ~.y be, in exchange therefor. The Issuer arid the Bank may treat and consider the person in whose name such Bonds are registered as th:'., absolute owner thereof for all purposes including for the purpose of receiving payment ot' or on account of, the principal thereof and interest due thereon. Section 7. ?a~e~. (a) By~thelssu~er. On or before the business day immediately preceding any payment date, the Issuer agrees to deposit with the Bank funds in an amount equal to the principal of, [,remium, if any, and interest on the Bonds which shall become due on the next payment date. (b) By.th!: Bank. The Bank's obligation to pay the principal of, premium, if any, and interest on the Bond i~, shall at all times be conditioned upon Issuer's compliance with the terms and provisions of Se~:tion 7(a) hereof. The principai of and premium, if any, on the Bonds shall be payable at the principal corporate trust office of the Bank upon presentation of the Bonds for payment and cancellation. Ail payments of inte~'~st on the Bonds may be paid by check drawn upon the Bank and mailed by -2- INDY 1581621v.1 first class mail on o owners thereof as tt~ addresses as may be principal or interest payment date in sa institutions are not~ business day. The £ City time) so such p. All payments on th America, which on t private debts. ~ before the day immediately preceding the payment date to the registered eir names appear on the Bond Register kept by the Bank or at such other provided to the Bank in writing by such registered owners. If payment of is made to a depository, payment shall be made~by wire transfer on the me-day funds. If the payment date occurs on a date when financial :,pen for business, the wire transfer shall be made on the next succeeding ank is hereby instructed to wire transfer payments by 1 '00 p.m. (New York ~yments are received at the depository by 2'30 p.m. (New York City Time). :.:, Bonds shall be made in any coin or currency of the United States of i~e date of such payment, shall be legal tender for the payment of public and Section 8. Mutilated .... Lost, Stolen or Destroyed Bonds~ In the event any Bond is mutilated lost, stoler, or destroyed, the Bank may validate a new Bond of like date, maturity and denomination as th~:t mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated Bond, suc:~ mutilated Bond shall first be surrendered to the Bank, and in the case of any lost, stolen or destroyed Bond them shall be first furnished to the Bank evidence of' such loss, theft or destruction satisfactory to the Bank, together, with indemnity satisfactory to it. In the event any such lost, stolen or destroyed Bond shall have matured, instead of issuing a duplicate Bond the l!;ank may, upon receiving indemnity satisfactory to it, pay the same without surrender thereof. ~'ihe Bank may charge the owner of such Bond with its reasonable fees and expenses in connecti :.~n with the above. Every substitute Bond issued pursuant to this Section by reason of any Bond being lost, stolen or destroyed shall, with respect to such Bonds, constitute a substitute contractual obligation of the Iss'.~er, whether or not the lost, stolen or destroyed Bond shall be found at any time, and shall be e~itled to all the benefits of the Ordinance equally and proportionately with any and all other Bo~:ds duly issued thereunder. Section 9. Canceliation ofB~_n_~. In every case of.the surrender of any Bond for the purpose of transfer, :::xchange, payment or retirement, or for replacement, the Bank shall cancel the same, and such ll;ond shall be delivered to the Issuer, or, if the Issuer so requests, such Bond shall be destroyed b~; the Bank and a certificate of destruction evidencing such destruction shall be furnished by the l~lank to the Issuer. Section 10. Payment of Fees by Issuer. For the service to be provided in this Agreement by the Bank, the Issuer agrees to pay the Bank for reasonable expense of administration and t,:~, pay reasonable compensation in accordance with the Bank's fee schedule in effect as of the {[ate of this Agreement, which schedule is attached hereto and marked as Exhibit B, and the Is ruer acknowledges receipt of a copy hereof. Section 11. Duty of Care. The Bank shall be under a duty to the Issuer to exercise good faith and due rliligence in the performance of its functions as Registrar and Paying Agent INDY 1581621v.1 under this Agreeme~[~t. With regard to the particular functions it performs, the Bank shall have the same duty and ~:~bligation to the owner of the Bonds and shall have the same rights and privileges as the Issu~:.~r has in regard to those functions. Section 12. Agents of the Bank. The Bank may provide for its responsibilities under this Agreement to b~: carried out by agents of the Bank, and may sub-contract for the work to be performed. The Bank shall be responsible for the acts of its agents and subcontractors insofar as the performance of tl:,~e Bank's duties under this Agreement are concerned. Section 13. Indemnification. The Bank shall indemnify and hold the Issuer harmless from any loss or clat:m asserted by any person, which loss or claim is the result of an act of, or failure to act by the Bank, in the performance of its functions as Registrar and Paying Agent under this Agreemen~i:. Section 14. Resignation by the Bank. The Bank may at any time resign as Registrar and Paying Agent bT,' giving thirty (30) days' written notice to the Issuer and by first-class mail to each registered o,;¢ner of Bonds then outstanding and such resignation will take effect at the end of such thirty (3 3) days, or upon the earlier appointment of a successor Registrar and Paying Agent by the Issuer, Such notice to the Issuer may be served personally or sent by registered mail. The Bank agr{,,es to deliver the Bond Register and any other pertinent material to the Issuer or successor Registn~r and Paying Agent on or before the effective date of resignation. Section 15. Removal of the Bank as Registrar and Paying Agent.. The Bank may be removed at any time as Registrar and Paying Agent by the Issuer, in which event the Issuer may appoint a successor l?,egistrar and Paying Agent. The Issuer, shall notify each registered owner of Bonds then outstanding by first-class mail of the removal of the Bank as Registrar and Paying Agent. Upon such r~'.~moval, the Bank agrees to deliver the Bond Register and all other pertinent material to the Issue~' or successor Registrar and Paying Agent upon request of the Issuer. Section 16. Assigm:ent. The Bank may not assign any interest in this Agreement without the express ,,~.a'itten approval of the Issuer. Section 17. Succes~so~rs~gnd.~Assigns. This Agreement shall be binding upon. and shall inure to the benefit c:l.-' the successors and assigns of the respective parties hereto. Section 18. Completeness of Agreement. This Agreement along with the copy of the Ordinance constitute s the full and complete agreement between the Issuer and the Bank, and no other understanding :)r Agreement, whether written or oral, shall bind either of the parties hereto. Section 19. Amendments. The parties may make amendments to this Agreement from time to time, provi:led that any such amendment shall be reduced to writing and shall be executed as an ad&:ndum to this Agreement in the same manner as this Agreement has been executed. INDY 1581621v. 1 -4- Section 20. Section Heading_s. The headings of the several sections contained herein are for convenience only and do not define, limit or construe the contents of such sections. INDY 1581621v. 1 -5- Section 21. Notic_.____~e. Any notice required to be given by this Agreement shall be given to the parties at the a,i[dress as follows: To the Issuer: City of Jeffersonville c/o Clerk-Treasurer 501 E. Court Avenue City-County Building Jeffersonville, Indiana 47t30-4029 To the Bank: J.P. Morgan Trust Company, National Association Attn: Corporate Trust Department 1 East Ohio Street, Mail Code INI-0152 Indianapolis, Indiana 46204 Section 22. ...Applicable Provisions of Law. This Agreement shall be governed by and construed in accorda2:~ce with the laws of the State of Indiana. IN WITNESS;, WHEREOF, the Issuer and the Bank have executed this Agreement as of the date first written ~,.bove. CITY OF JEFFERSONVILLE, INDIANA B Y'clerk_Tr'el}u/rer' . INDY 1581621v. I J.P. MORGAN TRUST NATIONAL ASSOCIATION COMPANY, Attest: INDY 1581621v.1 -7- EXHIBIT A Bond Ordinance with Insurance A~reement INDY 1581621v. 1 EXHIBIT B Bank's Fee Schedule INDY 1581621v.1