HomeMy WebLinkAbout1995-074 Service Agrmt - Samis SERVICE AGREEMENT
BETWEEN
SAMIS, INC.
AND
THE CITY OF ASHLAND
This Agreement is by and between City of Ashland, herein after
referred to as Client, and Samis, Inc., herein after referred to
as Samis.
This _Agreement is for Workers' Compensation claims adm{nistration
commencing July 01, 1992 and ending on June 30, 1993, unless
continued under provisions of Paragraph XII or cancelled pursuant
to Paragraph XIII.
Samis' fee is specifically detailed in Addendum "B", Fees and
Reimbursements.
APPROVED F~ INC.
BY: ~, ~
DATE: ! ~ .) ~,.q- 1~ ~/_.
APPROVED FOR CITY OF ASHLAND
BY:
DATE:
-_ ? -
ADDRESS:
ADDRESS:
Samis, Inc.
132 West Main~ Suite 103
Medford, OR 97501
City of Ashland
20 East Main Street
Ashland, OR 97520
NOTICES: Ail notices, correspondence, and invoices are to be
mailed to each party hereto at the above addresses unless
otherwise specified below:
SAMIS- 1
II.
III.
IV.
PURPOSE:
Samis is a company engaged in providing consulting and
claim management services.
Client desires to use the services of Samis as provided in
this Agreement.
The purpose of this Agreement is to set forth the duties
and obligations of the parties and the compensation to be
paid.
TERM:
The term of this Agreement shall be as specified on Page
1, unless amended as provided in Paragraph XI, continued
as provided in Paragraph XII, or cancelled as provided in
Paragraph XIII.
This Agreement shall include consulting services and
administration for all workers' compensation claims
occurring within the term specified.
SCOPE:
Samis shall perform the services specified in Paragraph IV
and Addendum "A" and "B". The services shall be performed
in accordance with generally accepted professional
standards and in accordance with such legal requirements
or restrictions as may be imposed by governmental
authority. Samis is expressly forbidden to act for Client
in any other capacity, or to represent itself in any
manner as an agent of Client, except under the term
hereof.
During the term of this Agreement Samis and Smm~s'
employee(s) shall be considered and act as an independent
contractor and shall not be considered as employee(s) of
Client.
Samis shall furnish all labor required to perform the
services and will have full control and direction over the
method and manner of performing those services.
SERVICES TO BE PROVIDED:
no
Samis agrees to provide management, administrative
services to Client for all claims incurred during the
term of the contract. Client agrees it will
immediately report to Samis any and all claims and
incidents covered under this Agreement, including
potential claims not yet asserted.
SAMIS - 2
Bm
If investigations or other outside services must be
performed, Samis shall inform Client the terms in
which services shall be performed or make such
arrangements for the performance of said services as
Client may approve. Costs for such services shall be
paid by Client.
Samis shall provide services in accordance with the
requirements of any regulatory authority having
jurisdiction.
SAMIS WILL:
Ce
Review and settle or resist all claims, within the
discretionary settlement authority for any single
claim or within such other authority as shall be
expressly extended to Samis by Client.
De
Maintain for Client claim files, and furnish said
file, or a complete copy of each, to Client upon
request and provide claim codings and record of
payments for reported claims. For each claim Samis
shall maintain in the file, and provide to Client on
request, an adequate written report of all matters
relating to the handling of the claim.
Samis agrees that all files shall be located in the
Medford office and shall be reviewed monthly by a
Samis representative with a representative of Client.
Maintain finalized claim files on each claim. Sam~s
and Client agree that each party will have the right,
upon reasonable notice, to inspect and audit the
claim files of the other party, with respect to the
subject matter of this Agreement.
Fo
Assist in establishing a Trust Account to be funded
by Client for payment of claims. The cost of printed
checks or check requisitions and any other forms as
required to administer this program shall be paid by
Client.
Samis shall be given the authority to issue
checks in payment of claims hereunder.
Samis will supply Client with copies of all
checks as applicable to each claim reported.
SAMIS- 3
Ve
e
Client agrees to maintain such loss fund at a
level to pay said claim expenses. Any cost in
connection with setting up and maintaining such
funds will be paid by Client.
Samis shall not be required to advance funds on
behalf of Client or expenses not covered herein, but
may do so at Sam{s' option, for the convenience and
expediency in processing payments.
Samis shall not be obligated, under this Agreement,
to provide safety and loss control services.
Upon specific written request of Client, Sam~s will
notify excess carrier of any claim which may
reasonably fall within excess carrier's jurisdiction.
If Samis recommends to Client the settlement of a
claim at a sum within Client's self-insured
retention, and Client declines to authorize such
settlement effort, Samis reserves the right to report
its recommendation and report Client's position to
the excess carrier(s) at risk.
Je
Samis will supply to Client during the term hereof,
monthly loss reports, or at longer intervals if so
requested by Client. Such reports shall include a
detailed listing of all claims by area or department,
open reserves, summary description by type of losses
and a detailed listing of checks written. Samis
shall not be responsible for any late reports due to
mechanical failure or other circumstances beyond
Samis' control. Should this Agreement be terminated
for any reason Samis shall be under no further
obligation to furnish statistical reports.
Ke
If specified in Addendum "A", Samis will prepare
official reports and documents as required by
federal, state or local law in connection with claims
handling.
COMPENSATION:
ae
Samis shall be compensated by Client as invoiced,
subject to audit by Client, within ten (10) days from
date billed. Fees shall be paid per Addendum "B".
Be
Prior Claims: This Agreement does not cover any
losses occurring prior to the commencement date of
this Agreement unless specified in Addendum "A" and
SAMIS - 4
VI.
VII.
VIII.
IX.
Ce
Exclusions: The Fee Agreement herein does not
include the following items:
3.
4.
5.
Attorneys' fees, reporters' fees and court
costs;
Medical examinations and witness fees;
Official documents and transcripts;
Photographs, official reports, and appraisals;
Experts' fees, subrogation investigations and
sub rosa investigations;
Extraordinary travel expense incurred at
Client's request;
Safety and loss control;
Rehabilitation costs
Any other extraordinary expense:
Samis shall pay expenses of this nature from
Client's loss fund or be reimbursed directly
by Client in addition to the other amounts set
forth herein.
LEGAL STATUS:
Samis is a company, validly existing and in good standing
under the laws of Oregon with power to carry on its own
business now being conducted. Client warrants that they
have approval(s), if required, to operate a self-insured
program.
INSURANCE:
At all times during the term of this Agreement, Sam~s
shall maintain (at no cost to Client) General Liability,
Automobile Liability, Workers' Compensation, and Errors
and Omissions coverage with $500,000 General and
$1,000,000 E & O supported by Certificate of Insurance.
INDEMNIFICATION AND HOLD HARMLESS:
Samis agrees to indemnify and to hold Client harmless from
and against any and all claims, actions, expense, losses,
liabilities, damage costs, and demands whatsoever,
together with counsel fees and expenses, arising out of
the business performance or failure to perform the service
required hereunder.
CONFIDENTIALITY:
Samis agrees that information released to it by Client for
the purpose of performing the agreed upon services shall
be kept confidential and shall be used only in connection
with the performance of said duties for Client Samis
shall exercise reasonable care to preserve said
information but shall not be liable for unauthorized
SAMIS - 5
XI.
XII.
XIII.
disclosure which may occur in spite of such care. Samis
shall not be responsible for the disclosure of any
information: (1) generally known in the industry; (2)
publicly known prior to release by Client; (3)
independently developed by Sam~s; or (4) published or
otherwise becoming available to others without
restrictions.
CONFLICT:
Nothing in this Agreement shall prevent Samis from
representing other companies. ~owever, should Sam~s be
assigned a claim by Client and Samis has also previously
received an assignment from an adverse company, or party
also represented by Samis, Samis will so inform Client and
such assignment shall be referred to another adjusting
facility at Samis' expense. Sam~s may also assign, at
Samis' expense, to another firm, any claim covered
hereunder where, in Samis' opinion, there is a "conflict
of interest" that might affect and/or interfere with a
proper determination being made.
AMENDMENTS:
This Agreement may be altered, extended, changed, or
amended in writing by mutual agreement of the parties
hereto when dated and attached hereto without altering the
other terms of this Agreement.
CONTINUATION:
This Agreement shall continue indefinitely until
terminated by either party upon the giving of not less
than sixty (60) days written notice of termination of the
other party.
CANCELLATION:
This Agreement may be cancelled by either party by
providing written notice at the address as set forth on
Page 1 of this Agreement.
Such cancellation shall become effective on the last day
of the month following the sixty (60) days notice required
as set forth above.
Unless otherwise mutually agreed, all files shall be
returned (at Client's cost) to Client and/or new
Administrator on such date without further obligation to
Samis.
SAMIS - 6
XIV. OBLIGATIONS AT TERMINATION:
XV.
XVII.
XVIII.
Whether this Agreement terminates by exercise of the right
of cancellation, as provided in Paragraph XIII, or by
expiration of the Agreement at the end of the term, as
stated in Paragraph II, the remaining obligations of the
parties shall be as stated in Addendum "B", Section III.
DISPUTES:
Samis and Client agree to arbitration in the event of a
dispute, and after written notice by either party
requesting arbitration, Client and Samis shall each
appoint an arbitrator not employed by either Client or
Samis, and within thirty (30) days the two arbitrators
shall appoint a third arbitrator not employed by Client or
Samis.
SEVERABILITY:
If any separable provision hereof shall be held to be
invalid or unenforceable, such invalidity or
unenforceability shall not effect any other provision
hereof.
WAIVER:
No waiver or amendment to the Agreement shall be effective
unless it is in writing and signed by a duly authorized
officer of both parties. The failure of either party to
enforce any provisions of the Agreement shall not
constitute a course of conduct or a waiver in the future
to that same provision.
ENTIRE CONTRACT:
This Agreement embraces the entire Agreement between the
parties. No oral agreement or representation concerning
this Agreement shall be binding. Any amendments must be
in writing and signed by an officer of each of the
parties.
SAMIS - 7
ADDENDUM "A"
WORKERS' COMPENSATION LAW
SERVICE PROVISIONS AND OBLIGATIONS
Samis will provide Client with the following services:
ao lo
Meet with Client to develop procedures, forms,
instructions, schedules, and responsibilities
as may be required to initiate Sam~s' services.
Assist Client in the development of
directives, notices and any other program
communication to employees.
°
Provide claim reporting kits (including claim
and accident report forms, required notices and
procedural instructions) for distribution to
specified locations of Client.
Provide instructional meetings at specified
locations of Client to review and explain
instructions and procedures.
Be
CLAIMADMINISTRATION:
Receive all pertinent claim information from
Client.
Review and determine propriety of each claim
based upon information made available by
Client.
Provide claimants with notices of benefit
settlement.
Determine amounts of disability compensation due
to claimants.
Determine reasonableness of amount of medical
bills presented for payment by reference to
State of Oregon authorized charges.
SAMIS - A1
Ce
De
Initiate investigation actions as necessary
to determine the actual status of a disabled
person.
Engage agreed upon legal counsel as deemed
necessary by both parties to represent Client
in litigation cases.
Disburse payments for disability, medical, and
other allocated expense payments. Allocated
expenses include all costs incurred on behalf of
Client which are specifically related to an
individual claim, in the nature of fees for
attorneys, for investigation or adjustment of
claims, copying transcripts, medical and
hospital records, employing experts to prepare
pertinent case information, court or filing
services, independent medical examinations,
and any other items which are deemed necessary
to properly represent Client on a claim.
Allocated expenses do not include services
performed by employees of Samis.
e
Calculate estimated future claim payments on
an ongoing basis.
10. Provide notification to excess insurance
carrier as instructed by Client
11. Maintain records in accordance with legal
requirements.
STATE AND FEDERAL REPORTS:
Prepare any reports as may be required by law,
now or in the future.
CLAIM REVIEW:
Provide a monthly Check Register which includes
all disbursements made by Samis on behalf of
Client.
Provide a monthly Claim Status Report which
shows demographic claimant data and injury/event
characteristics, as well as current estimated
and paid to date amounts for all claims open
during a month.
SAMIS - A2
II.
0
Provide a monthly Claim Summary Report that
shows the occurrences of new claims within
Client's organizational structure.
Provide a quarterly Statistical Tabulation
Report which tabulates all new claims within
a fiscal quarter by claimant, event, and
organizational characteristics.
CLIENT OBLIGATIONS:
In connection with this Service Agreement, Client accepts
the following responsibilities:
Post required securities or obtain surety bonding
required for self insurance.~
2. Provide data to Samis on a t~mely basis.
3. Obtain and pay for excess insurance coverage.
4. Pay Client's annual license fee.
5. Arrange with Samis a Trust Account and provide
appropriate funding.
6. Maintain an adequate safety program.
Notify Samis promptly of any change in Client's key
program personnel.
SAMIS - A3
ADDENDUM "B"
WORKERS' COMPENSATION PLAN
FEES AND REIMBURSEMENTS
II.
III.
FEES:
In consideration for the services rendered by Sam~s,
Client agrees to pay Samis an annual fee at the rate of
$12,000 per first year commencing July 01, 1992 to June
30, 1993 for Workers' Compensation administration.
The above fee will be paid as follows:
One-twelfth of the Fee will be billed at the beginning
of each month following commencement of the Agreement
and will be payable to Samis within ten (10) days from
date billed.
REIMBURSEMENTS:
Client agrees to reimburse Samis within thirty (30) days
of presentation of an itemized statement for the costs of
printing checks, forms, posters, etc., which are incurred
on behalf of Client. Such amounts are not included in
Samis' fee.
FEE PROVISION AT TERMINATION:
At Client's option, Samis agrees to handle open claims to
a conclusion at Samis' regular rate in existence at the
time of termination.
SAMIS - Bi
PAYING AGENT AND PJ~GISTRAR AGg~T ·
~{IS PAYING AGENT AND RSEISTRAR AG~~, DATED as of the 1st d~ of
between THE CITY OF ASHLAND (the "Issuer") and UNITED STATES NATi~
1989,
OF OREGON, ("U.S. Bank").
WITNESSETH
The Issuer intends to issue its Securities described as follows:
Name of Issue:
Date of Issue:
$ Total of Issue:
Interest Payment Dates:
City of AshlandGeneral Obligation Bancroft
Bonds, Series 1989
May 1, 1989
$810,000.00
May 1 and November 1
The Issuer desires to appoint U.S. Bank as paying agent, transfer
authenticating agent and registrar for the purposes of performing
for the payment of principal and interest on the Securities issued or
be issued by the Issuer and for U.S. Bank to act as registrar of the
and to transfer and exchange the Securities, and
U.S. Bank desires to render the services in its capacity as paying
and registrar.
THEREFORE, the Issuer and U.S. Bank agree as follows:
1. The Issuer agrees to remit, or cause to be remitted, to U.S. Bank,
~ately available and collected funds, the full amount necessary to pay
the interest on the Securities on the respective interest payment dates, and
full amount necessary to pay the principal of the Securities at maturity or
earlier redemption. U.S. Bank is authorized to pay frc~ monies so
with it the principal of and interest on the Securities to the
registered owner of the Securities whose name and address appears on the
registration books of the Issuer maintained by U.S. Bank. Interest shall be
Payable by check mailed to the registered owner of the Securities at the
address appearing on the registration books maintained by U.S. Bank as of the
fifteenth day of the mmnth preceding the Payment Date. The principal of the
Securities shall be payable to the registered owner upon presentation of the
Securities to U.S. Bank for payment. The duty of U.S. Bank for the payment of
i the principal of and interest on the Securities shall be to receive funds for
payment therefor, and to pay frc~ funds so deposited with it the interest when
due and principal of the Securities when due and presented for payment. Under
-1-
circumstances shall U.S. Bank be obligated to make principal and/or interest
next due unless and until the Issuer has caused to be delivered to
.S. Bank, in ~ately available funds, the full amount of principal and/or
next due. In the event a Payment Date is not a business day, U.S.
shall make the principal and/or interest payment on the following business
2. Monies deposited with U.S. Bank prior to the payment date for
of principal of and interest on the Securities shall be held by U.S.
in a U.S. Bank interest bearing account for the benefit of the Issuer or
~in other investments purchased or accoutred by U.S. Bank at the specific written
!direction of the Issuer. If any of the Securities are not presented for
payment when due, and funds sufficient to pay such security shall have been
to U.S. Bank, U.S. Bank shall hold such funds for the benefit of the
c~ner of the Securities, without liability for interest thereon.
~Any monies held by U.S. Bank for such payment after one year frc~ the due date
thereof shall be paid by U.S. Bank to the Issuer and the registered owner of
the Securities shall thereafter seek payment only frc~ the Issuer.
3. All matured and fully paid Securities shall be canceled by U.S.
Bank and, unless otherwise directed in writing by the Issuer, destroyed. A
certificate of destruction evidencing the destruction of the Securities shall
be furnished to the Issuer.
4. The Issuer shall furnish to U.S. Bank a sufficient supply of blank
certificates for the Securities in appropriate form acceptable to U.S. Bank,
and, frcm time to time, will renew such supply upon the request of U.S. Bank.
Such blank certificates shall be signed manually or by facsimile by the
officials of the Issuer duly authorized to sign certificates for the Issuer.
5. ~Upon appropriate instructions received by U.S. Bank frcm the
underwriter, or the Securities purchaser or the Issuer, and the receipt of a
sufficient supply of the original supply of blank certificates for the
Securities, U.S. Bank shall ccmplete the certificates as to registered owner,
denc~ination, and in such other manner as so directed. U.S. Bank shall
authenticate the certificates of the Securities upon request by the Issuer and
shall deliver the certificates in accordance with the instructions of the
Issuer o
6. U.S. Bank shall maintain for the Issuer appropriate registration
books for the registration of the Securities and the registration of transfer
and exchange of the Securities. Transfer of the Securities shall be registered
and new certificates issued _upon surrender of the outstanding certificates if
(i) the Securities are duly endorsed by, or accc~panied by a written instrument
or instrun~nts of transfer in a form satisfactory to the Issuer and U.S. Bank,
and duly executed by the appropriate person or persons in proper form; (ii)
r~asonable assurance is given U.S. Bank that the endors~nents are genuine and
effective~ (iii) the signatures of the endorsers are guaranteed by a guarantor
believed by U.S. Bank to be re ~sponsible, provided U.S. Bank has no duty to
inquire into adverse cla/ms~ and (iv) evidence of cc~pliance with all
applicable state laws has been furnished.
7. U.S. Bank shall cc~ply with the terms and conditions of Oregon
Administrative Rule 170-61-010 issued by the Municipal Debt Advisory
-2-
14
Cc~nission as attached to this Paying ~t and Registrar Ac/reem~_nt as Exh/bit
"A" and by this reference incorporated herein.
8. In registering transfers, U.S. Bank may rely upon the documents of
the Issuer authorizing the Securities and upon the Uniform C~L,~rcial Code of
the State of Oregon or any other statutes which, in the opinion of counsel for
U.S. Bank, protect U.S. Bank and the Issuer in not requiring c~lete
documentation, or in registering transfers without inquiry into adverse cla/ms,
or in the transfer or registration of Securities standing in the name of the
decedent in small estates where no administration is contemplated and
documentation furnished conforms with the laws of the decedent's dcmicile, or
in refusing registration ~ere, in the judc3ment of U.S. Bank, an adverse claim
rec~ires such refusal. U.S. Bank reserves the right to refuse to transfer
Securities until it is satisfied that the requested transfer is legally
authorized; and shall incur no liability for a good faith refusal to make a
transfer, which it, in its sole judgment deems improper or unauthorized. U.S.
Bank shall not be obligated to register any transfer after the record date
fixed for any redemption.
9. When mail is used for the delivery of payment of interest due on
the Securities or for delivery of the Securities, U.S. Bank shall forward the
check or Security by first class mail or otherwise as instructed by the Issuer
and to which U.S. Bank agrees. All principal payments shall be sent by first
class mail or by certified mail, indicating receipt of delivery, or as
otherwise instructed by the Issuer and to which U.S. Bank agrees. All mail
deliveries by U.S. Bank for the Issuer shall be covered, while in transit to
the addressee, by insurance arranged for by U.S. Bank.
10. When notified of a redemption date by the Issuer, U.S. Bank shall
send notice of re~ion by first class, certified or registered mail to the
registered owner of any Securities to be called or redeemed prior to its
maturity date not less than thirty (30) days prior to the intended redemption
date or as otherwise recruited by law. Wherever possible U.S. Bank will cc~ply
with the minimum standards endorsed by the Securities and Exchange Cc~nission
for securities rec~ion notices, including notice to all registered
securities depositories and to national information services that disseminate
red~mpti~ notices.
11. U.S. Bank may issue new certificates in substitution for
certificates for any Securities represented to have been lost, destroyed or
stolen, or in exchange for any certificate represented to have been mutilated,
upon receiving ind~-~ty satisfactory to the Issuer and U.S. Bank. All expenses
associated with procuring such indemnity and with the preparation,
authentication and delivery of a new certificate shall be borne by the
registered owner of the lost, destroyed, stolen or mutilated Securities. In
the event that a lost, destroyed, stolen or mutilated certificate shall have
matured or been called for red~L_~tion, such Securities shall be paid, and no
new Securities shall be issued in lieu thereof or in exchange therefor.
12. Securities bearing the manual or facsimile signatures of
individuals who w~re, at any time, authorized to execute such Securities sha~l
bind the Issuer. U.S. Bank may issue and register such Securities as the
Securities of the Issuer, nothwithstanding that such individ~a]s have ceased
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tO hold office with the I~suer prior to the authentication and delivery of
such Securities or did not hold such office at the date of transfer of such
Securities.
13. At any time, U.S. Bank may apply to an official of the Issuer for
instructions, and may consult counsel for the Issuer or bond counsel in
respect to any matter arising in connection with any agency hereunder, and
shall not be liable for any action taken or cmitted to be taken by it in good
th in accordance with such instructions or with the advise or opinion of
such counsel. U.S. Bank shall be protected in recognizing certificates for
Securities that it reasonably believes to bear the proper manual or facsimile
signatures of the officials of the Issuer. U.S. Bank shall not be
responsible, for any reason, for any action taken or cmitted to be taken by it
in good faith or for anything whatever in connection with this Agreement or
any of the Securities e~ept for its own negligence, willful misconduct or bad
faith in the performance of any duty to be performed by U.S. Bank hereunder.
U.S. Bank and its ~ployees are acting solely as agents of the Issuer and do
not assum~ any obligation or relationship of agency or trust, for or with any
of the registered owners or holders of the Securities, except that all funds
held by U.S. Bank shall be held Un trust subject to the provisions hereof.
14. The Issuer agrees to pay U.S. Bank its reasonable c~L~ensation
for services rendared by U.S. Bank hereunder in accordance with its schedule
of fees and ..expenses in effect ~en the services are performed. The Issuer
agrees to reimburse U.S. Bank upon its request for all reasonable expenses,
disburs~mants and advances incurred or made by U.S. Bank in accordance with
any provision hereof, including the reasonable c~-nsation, expenses and
disbursements of its ~loyees and counsel, ~cept any such expenses,
disbursemants or advances as may be attributable to U.S. Bank's own
negligence, willful misconduct or bad faith. The Issuer and U.S. Bank
specifically agree that the fees of U.S. Bank paid hereun~=r have been
negotiated with U.S. Bank and have taken into account the provisions of OAR
170-61-010 o The obligations of the Issuer under this paragraph shall survive
payment of the Securities and the resignation or removal of U.S. Bank. U.S.
Bank shall invoice the Issuer for its services, expenses, advances and
disbursements on February 1 and August 1 of each year during the term of this
Agreement.
15. U.S. Bank shall provide to the Issuer on reasonable dates
specified by the Issuer, semiannual reports detailing the status of the funds
held by U.S. Bank, the number and amounts of Securities and interest
payments, fees paid and other pertinent information. U.S. Bank will report
interest and principal paid on the Securities to the Security hold~rs and to
the Internal Revenue Service in accordance with applicable regulations.
16. The Issuer agrees to indemnify and U.S. Bank shall be protected,
in the absence of negligence, willful misconduct or bad faith, in acting upon
or relying on any p ~aper or document reasonably believed by it to be genuine
and to have been signed by the proper person or persons. U.S. Bank shall
also be protected in acting upon or rec ~ognizing Securities which it
reasonably believes to bear the manual or facsimile signature of authorized
representatives of the Issuer and the genuine counter-signature of the
Registrar or any Co-Registrar. The Issuer assumes full responsibility and
shall ind~ify U.S. Bank and save it harmless frcm and against any and all
actions and suits~ whether groundless o2 otherwise and frcm and agaJ_nst any
and all losses, damages, charges, costs, counsel fees, payments, expenses and
liabilities arising directly or indirectly out of its agency relationship to
the Issuer, so long as it acted without negligence, willful misconduct or bad
faith. U.S. Bank shall not be obligated to prosecute or defend any action or
suit in respect of such agency relationship unless the Issuer shall furnish
it with satisfactory indemnity against such expense or liability.
17. U.S. Bank shall take all reasonable precautions to safeguard all
materials in its possession, including Securities being held by it.
18. U.S. Bank may resign as paying agent and registrar or may be
removed by the Issuer, such resignation or removal to be effective sixty (60)
days after written notice to the other party. The Iss,~r, prior to the
effective date of such resignation or re~oval, shall appoint a successor
agent and, upon such appointment, U.S. Bank shall deliver to the successor
aqent all its funds, documents, files and records relating to the Securities.
The successor agent shall noti~t the registered owner of the Securities of
any change in agents as soon as the successor agent is appointed.
19. The files and materials kept by U.S. Bank pursuant to this
Agree~-nt, including the registration books and the records of registered
Securities ownership, are not public records within the meaning of Oregon
Revised Statutes 192.410(4) and U.S. Bank shall not release to or disclose to
other persons the registered ownership of the Securities of the Issuer. Any
files, records or materials in the possession of U.S. Bank pursuant to this
Agreement shall be used only for performance of this Agree~_nt.
20. Any duties required of U.S. Bank pursuant to the terms of this
Agreement, including payment of interest and/or principal, shall be performed
on the date specified, or, if said date is not a business day, the following
business day.
21. The Issuer has the authority to make this appointment and it is
not in contravention of any other ~ts which the Issuer has signed in
connection with the issuance of the Securities.
22. This Paying Agent and Registrar Agree~_nt sha~l be governed by and
construed and enforced in accordance with the laws of the State of Oregon.
CITY OF ASHLAND
( Issuer Name)
UNITED STATES NATIONAL BANK OF OREI~N,
Paying Agent and Registrar
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EXHIBIT A
OREGON ADMINISTRATIVE RULE #170-61-010
Terms and Conditions to be Satisfied by Registrars for Municipal Bonds of Oregon
Municipalities.
{1) Definitions: For the purpose of this rule, the following definitions shall
apply:
(al "Commission" means the Municipal Debt Advisory Commission of the State of
Oregon and includes the Municipal Bond Division of the Office of the State Treasurer.
(b) "Municipality" means any political subdivision of or in the State of
Oregon and any municipal, quasi-municipal and public corporations authorized by law
to issue bonds.
{c) "Act" means the new provisions added to and amendments to Oregon Revised
Statutes contained in A-Engrossed House Bill 2229 which was approved during the 1983
Regular Session of the Legislature and signed into law by the Governor on May 26,
1983.
(d) "Registrar" means one of the paying agents appointed by a municipality as
provided in ORS 288.570{1) who shall be a financial institution authorized to do
business in Oregon or the State's fiscal agent, or the municipality for which the
bonds are being issued as provided in ORS 288.570(7). The municipality shall
determine which of the paying agents appointed by the municipality as provide~ in
288.570/2) shall act as paying agent/registrar for each outstanding bond issue and
for each subsequent bond issue.
{el "Bonds" means any municipal obligation subject to the registration
requirement contained in the Tax Equity and Fiscal Responsibility Act of 1982.
(2) Standard Record Date: Any municipality or financial institution serving as
registrar for municipal bonds issued by a municipality must adopt the standard 15-day
record date. This provides that items must be received no later than 15 days prior
to an interest payment date for that payment to be received by the new registered
owner.
(al For interest payable on the 1st of a month, the record date should be the
15th day of the preceding month (e.g., for interest payable on January 1, 1983, the
record date should be December 15, 1982);
(b) For interest payable on the 15th day of a month, the record date should be
the last business day of the preceding month (e.g., for interest payable on
November 15, 1982, the record date should be October 29, 1982);
(c) For interest payable on a date other than the 1st or 15th day of a month,
the record date should be the 15th calendar day before the interest payment date
(e.g., for interest payable on March 31, 1983, the record date should be March 16,
1983).
{3) Three Business Day Turnaround on Routine Items: Any municipality or
financial institution serving as registrar for municipal bonds issued by a
municipality must effect the transfer of not less than 90% of routine items within
three business days of receipt. A financial institution proposing to serve as
registrar must demonstrate the ability to generate performance reports that indicate
compliance or noncompliance with the three business days turnaround requirement
during the reporting period. Such reports are to be prepared and provided to the
municipality at least once each fiscal year. Whenever such reports show that the
financial institution has failed to satisfy the three business day turnaround
requirement cited above for any month of the reporting period, a copy of the report
is to be provided to the Con~nission. The contract for registrar services between a
financial institution and a municipality shall state the charge to the municipality
for generation of such reports.
(4) Capacity to Handle Standard Bond Format: Any municipality or financial
institution serving as registrar for municipal bonds issued by a municipality must
demonstrate the ability to process bonds that are the size of standard stock
certificates.
(5) Uncashed Check Report: Any financial institution serving as registrar for
bonds issued by a municipality must demonstrate the ability to generate a report
showing the currently outstanding checks issued and not cashed along with the age of
such checks. Such reports are to be generated and made available to the municipality
upon request. Any municipality or financial institution serving as registrar for
bonds issued by municipality shall use its best efforts to forward all returned
checks to the proper owner thereof. When negotiating a contract with a financial
institution for paying agent/registrar services, a municipality should take into
consideration the earnings on funds held by the financial institution pending
presentation of outstanding checks. Such earnings should be credited to the
'cipality to offset charges related to bond registration and payment.
(6) Bondholder Mailing List: Any municipality or financial institution serving
~aS registrar for bonds 'issUed by a municipality shall make available to the
~'municipality upon request a list of the names and'addresses of holders of the
municipality's bonds. The contract for registrar services between a financial
~nstitution and a municipality shall state the charge to-the municipality for
generation of such reports. No registrar shall make available to anyone other than
,the municipality the names and addresses of the municipality's bondholders~
~Municipalities shall treat such information as confidential.
! (7) Compliance With Administrative Rules: Any municipality serving as
istrar for bonds issued by a municipality shall adopt a resolution or ordinance
providing for compliance with this Administrative Rule. A copy of the resolution or
ordinance is to be provided to the Co?~nission. Any contract or agreement between a
municipality and a financial institution to provide for registrar services include
the requirements of this Administrative Rule.
(8) Application of Rule: The terms and conditions of this Administrative Pule
do not apply to contracts and agreements for registrar services executed prior to its
effective date. This Administrative Rule does not apply to contracts and agreements
for registrar services entered into under authority provided by statutes other than
the Act or by home rule charter. A municipality may request Commission approval of
the appointment of a registrar under special conditions approved by the State
Treasurer.
Stat. Auth.: ORS Ch. 288
Hist: TD 1-1983, f. & ef. 7-i2-83
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