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HomeMy WebLinkAbout1983-070 Paying Agent Agrmt.PAYING AGENT AGREEMENT This Agreement, made and entered into this 3/m/- day of~%~.~ /~F~ 19 83 , by and between CITY OF ASHLAND: OREC~N hereinafter referred to as "Company", and United States National Bank of Oregon hereinafter referred to as "Paying Agent". WITNESSETH: WHEREAS, the Company, a municipal corporation under the laws of the State of Oregon, has outstanding a BOND issue described as follows: Name of Issue: '~ Date of Issue: Interest Rate: Payment Date: Maturities: Total of Issue: Total outstanding as of J'g/~*~ ~ /~P'J, $ '~'~&'g'd ~-~ NOW, THEREFORE, it is hereby agreed by and between the parties as follows: 1. Fb-NDS FOR PAYMENT OF PRINCIPAL AND INTEREST: The Company agrees to remit to the Paying Agent, from funds available for that purpose, in immediately available funds, the full amount necessary to pay interest and/or principal, and premium if any, on the due date of the interest and principal payable at the time set forth above. Paying Agent is thereupon authorized to pay out money so placed with it'in payment of interest next due and, likewise in payment of the principal, and premium if any, of any of the above listed BONDS when due and presented at the principal office of the Paying Agent. 2. IDENTITY OF BOND HOLDERS: The Company shall cause to be delivered within ten business days prior to the payment date of interest and/or principal n~xt due a listing of__ BONDholders which shall contain, among other things, the name and address of each ~0NDholder and the serial numbers and face amount of BOND~ held. 3. DUTY OF PAYING AGENT: The sole duty of the Paying Agent other than as hereinafter specified, shall be to receive said funds and pay out the funds so placed with it in pa)~ent of the interest next due and, likewise in payment of the prin- cipal, and premium if any, of any of the above listed BONDS when due and presented. ~nder no circumstances shall the Paying Agent be obligated to made said pa)~ents of interest next due and/or principal next due unless and until the Company has caused to be delivered to the Paying Agent, in Smmediately available funds, the full amount of Interest and/or principal next due, ~n accordance with No. 1 above. 4. DURATION AND TERMINATION: ThisAgreement shall terminate if the Company shall pay or cause to be paid to the Paying Agent, for the holders of the BONDS the full amount of principal and interest to become sue thereon, if all fees a~d expenses of the Paying Agent or other expenses required by this Agreement to be paid shall have been paid, 5. NON-PRESENTMENT OF BONDS : If any BOND is not presented for payment when due and funds sufficient to pay such BOND shall have. been paid to the Paying Agent, the Paying Agent shall hold such funds, without liability for interest thereon, for the benefit of the holder of such BOND . Any monies still held by the Paying Agent after one year from the date on which the BOND become due with respecz to which such amount was paid to the Paying Agent, shall be paid by the Paying Agent to the Company, and.-the BONDholder shall thereafter be entitled to look only to the Company. 6. CANCELLATION OF SURRENDERED BONDS Ail BONDS by the Paying Agent. 'BONDS which have been redeemed shall be cancelled The Paying Agent shall deliver the cancelled to the Company. 7. CONTROVERSY: If any controversy arises between the parties hereto or with any third person, the Paying Agent shall not be required to determine the same or to take any action, but may await the settlement of any such controversyby final appro- priate legal proceedings, or otherwise as the Paying Agent may require; or the Paying Agent may, in its descretion, institute such appropriate interpleader or other proceedings in connection therwith as it may deem proper, not with- standing anything in this Agreement to the contrary. In any such event, the Paying Agent shall bot be liable for interest or damages to the Company of the BONDholders. 8. PAYING AGENT' S LIABILITY: The Paying Agent's obligations and duties in connection herewith are confined to those specifically enumerated in this Agreement. The Paying Agent shall not by in any manner liable or responsible for the sufficiency, correctness, genuineness or validity of any instruments.deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing same, and the Paying Agnet shall not be liable for any loss that may occur by reason of forgery, false representation or the exercise of its descretton in any particular manner or for any other reason, except for its own gross negligence or willful misconduct. 9. PAYING AGENT'S FEE: The Paying Agent shall be entitled to receive and be paid compensation for its services in accord with the schedule of fees in use by the Agent for like services at the time such fees become payable. In the event that the conditions of this Agreement are not fulfilled, or the Paying Agent renders any material service.not contemplated in this Agreement, or there is any assignment of interest in the subject matter of this Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Paying Agent is made a party to or justifiably intervenes in any litigation pertaining to this Agreement, or the subject matter hereof, the Paying Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney's fees, occasioned by the delay, controversy, litigation or event, and the same may be recoverable from the Company only. 11. BINDING AGREE~_NT AND SUBSTITUTION OF PAYING AGENT: The terms and conditions of this Agreement shall be binding on the heirs, executors and assigns, creditors or transferees, or successors in interest, whether by operation of law.or otherwise, of the parties hereto. If, for any reason, the Paying Agent named herein should be unable or unwilling to continue as such Paying Agent, then the other parties to this Agreement may substitute another party to serve as Paying Agent. The Company has the authority to make this appointment and it is not in contravention of any other documents which the Company has signed in connection with the issuance of these BONDS '. IN WITNESS WHEREOF, the parties hereto have hereunto severally caused this Agreement to be executed as of the day and year first above written. "COMPANY" CITY OF ASHLAND, OREGON Titl, AUG 3 1 1983 ACCEPTED: Title PAINE WEBBER JACKSON &CURTIS INCORPORATED 1879 Membe~ New Yo~k S~ock E,changeo Inc. mhd Other Principal E,chanse~ I Third Avenue, Suite 2300, Seattle, Washington 98101 (206) 6~7-2300 Re: $700,000 City of Ashland, County of Jackson, State of Oregon General Obligation Hydroelectric Bonds, Series 1983 Gentlemen: i~99.61076% For the above described legally issued bonds to be dated 9-1-83, and in accordance with the terms and conditions of the Notice of Sale of said bonds, we offer to purchase the above described bonds, maturing and bearing interest at the rates shown below, and to pay, a total of $697~275.32, which is ~ % of the par amount of the bonds, plus accrued interest thereon to date of delivery. MATURITY SCHEDULE Coupon Coup~' Maturit~ Principal Intareat Maturtty Principal Interest DatN Amount Rate Oataa Amount Rate March 1. 1985 $10,000 March 1, 1986 10.000 _9% March 1, 1987 20,000 9% March I, 1988 20,000 9% March 1, 1989 20.000 9% March 1, 1990 20,000 _94 March 1. 1991 20,000 March 1. 1992 20,000 9% March 1, 1993 30,000 9% · March 1, 1994 30,000 8.70% March I 1995 March I 1996 March I 1997 March I 1998 March 1 1999 March 1 2000 March 1 2001 March I 2002 March I 2003 March I 2004 $30,000 8.85% 30,00O - 9.007~ 40,0OO 9.10% 40,000 9.20% 50.00O 9.25% 50,000 9.30% 50,000 9.35% 60,000 9.40% 70,000 - 9.40% 80,000 9.40% Total Interest Cost to Maturity $ 905,272.50 (informative only) True Interest Rate 9.1696 36 (informative only) This proposal, submitted in duplicate, is made subject to our being furnished, at no cost to the purchaser, delivery of the bonds with the approving opinion of Ragen, Roberts, O'Scannlain, Robertson and Neill, Attorneys at Law of Portland, Oregon. Said opinion will be reproduced on each of said bonds at the expense of the City. This proposal is made subject to our being furnished, at the time of delivery of the bonds, the customary certifications by the appropriate officers of the City, including but not limited to a Non-litigation Certificate and a Certificate Concerning the Official Statement. If our proposal is accepted, we request that all bonds be issued in denominations of Five Thousand Dollars ($5,000.00). 'In accordance with the terms of the Notice of Sale, find enclosed a certified or cashier's check for $14,000.00, payable to the City to secure the City from any loss resulting from our failure to comply with the terms of our bid. If this proposal is not accepted, said check is to be returned to us promptly after the award of the bonds to the successful bidder. t fully su~tted, Vice President and Seattle Manager Municipal Bond Department Paine Webber Jackson Curtis (206) 447-2300 REGISTRAR/AUTHENTICATING AGENT AGREEMENT This Agreement· made and entered into this ~z~ ~/J-~ day of /~z~J- , 19 83 , by and between CITY OF ASHLAND, OREGON hereinafter referred to as "Company," and United States National Bank of Oregon hereinaftJr referred to as "Registrar." WITNESS ETH: WHEREAS, the Company, a municipal corporation under the laws of the State of Oregon, has outstanding a BOND issue described as follows: Name of Issue: Date of Issue: Interest Rate: Payment Date: Maturities: Total of Issue: Total outstanding as of ~p/~t~ ~ {~ NOW THEREFORE, it is hereby agreed by and between the parties as follows: 1. ORIGINAL ISSUE OF DEBT SECURITIES: The Registrar will make original issues of debt securities upon the written direction of an authorized representative of the Company. 2. TRANSFER OF DEBT SECURITIES: Securities will be transferred and new securities issued in transfer upon the surrender of old securities properly endorsed for the transfer accompanied by such documents as the Registrar may deem necessary to evidence the authority of the person making the transfer. The Registrar reserves the right to refuse to transfer securities until it is satisfied that the endorsement on the security is valid and genuine, and for that purpose it may require a guaranty of signature by a firm having membership in the Pacific Midwest or New York Stock Exchange or by a bank or trust company or other firm acceptable to it. The Registrar also reserves the right to refuse to transfer securities until it is satisfied that the requested transfer is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers which it, in its sole judgement, deems improper or unauthorized. 3. LOST DEBT SECURITIES: The Registrar may issue new or duplicate securities in place of securities represented to ~ave been lost, stolen or destroyed upon receiving instructions from the Company and indemnity satisfactory to it, the Company, and Co-Registrars, and Co-Authenticating Agents, and may issue new securities in exchange for, and upon surrender of, mutilated securities. 4. DEBTHOLDERS' LISTS: The Registrar will supply debtholders' lists to the Company at such times as may be requested by an authorized representative of the Company. 5. NOTICES TO DEBTHOLDERS: The Registrar may address and mail such notices to debtholders at such times as may be requested by an authorized representative of the Company. DEBT SECURITIES: The Company shall furnish the Registrar with a sufficient supply of blank debt securities and from time to time shall renew such supply upon the request of the Registrar. Such blank debt securities shall be signed by the Company representatives so authorized by law and/or Company documents to sign debt securities. The Registrar shall require that debt securities be of a form and size acceptable to it. ._ ,, Pa~e 2 7. DEATH, RESIGNATION OR REMOVAL OF SIGNING REPRESENTATIVE: In case any person who shall have signed a blank debt security, or whose facsimile signature appears thereon, shall cease to be so authorized to sign a debt security because of death, resignation, removal or otherwise prior to the issuance of such securities, the Registrar may nevertheless issue such securities as the securities of the Company. 8. INSTRUCTIONS FROM COMPANY 'AND OPINION OF COUNSEL: At any time the Registrar may apply to the Company for instruction and may consult counsel for the Company or its own counsel in respect of any matter arising in connection with the registrar/authenticating agent functions. Registrar shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel. The Registrar shall not be held to have notice of any change of authority of any authorized representative of the Company until receipt of written notification thereof from the Company. 9. PAPERS SUBJECT TO APPROVAL OF REGISTRAR COUNSEL: The acceptance by the Registrar of its appointment and all documents filed in connection with such appointment and thereafter, may be subject to the review and approval of legal counsel for the Registrar. 10. INDEMNIFICATION: The Registrar shall be protected, in the absence of negligence on its part, in acting upon or relying on any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. Registrar shall also b~ protected in acting upon or recognizing debt securities which'it reasonably believes to bear the genuine or facsimile signature of authorized representatives of the Company and the genuine counter-signature of Registrar or Authenticating Agent or any Co-Registrar or Co-Authenticating Agent. The Registrar shall not be liable for any loss that may occur by reason of forgery, false representation or the exercise of its discretion in any particular manner or for any other reason except for its own gross negligence or willful misconduct. The Company assumes full responsibility and shall indemnify the Registrar and save it harmless from and against any and actions and suits, whether ground- less or otherwise and from and against any and all losses, damages, charges, costs, counsel fees, payments, expenses and liabilities arising directly or indirectly, out of its agency relationship to the Company, so long as it acted without gross negligence or willful misconduct. The Registrar shall not be obligated to prosecute or defend any action or suit in respect of such agency relationship unless the Company shall furnish it with satisfactory indemnity against such expense or liability. 11. RECORDS: The Registrar will keep the proper and necessary records in connection with its agency. 12. INSPECTION OF BOOKS OR RECORDS: In case of any request or demand for the inspection of the books or records of the Company, the Registrar will endeavor to notify the Company and to secure instructions as to permitting or refusing such inspection. The Registrar reserves the right, however, to exhibit the books and records to any person in case it ts advised by its counsel that it may be held responsible for the failure to exhibit the books or records to such person, Page 3 13. FEES: The Registrar shall be entitled to receive and be paid compensation for its services in accord with the schedule of fees in Use by it at the time such fees become payable. In the event that the conditions of this Agreement are not fulfilled, or the Registrar renders any material service not contemplated in this Agreement, or any material ~odification hereof or if any material contro- versy arises hereunder, or the Registrar is made a party to or Justifiably intervenes in any litigation pertaining to this Agreement, or the subject matter hereof, the Registrar shall be reasonably compensated for such extra- ordinary services and reimbursed for all costs and expenses, including reasonable attorney's fees, occasioned by the delay, controversy, liti§ation or event, and the same may be recoverable from the Company only. 14. RESIGNATION OR RE~OVAL: The Registrar may resign at any time by giving thirty days written notice of such resignation to the Company at its last known address, and thereupon its duties shall cease. The Registrar may be removed at any time by the Company, such removal to become effective thirty days after receipt by the Registrar of written notice from the Company and upon payment of any and all amounts due the Registrar in connection with such agency. The appointment of United States National Bank of Oregon as Registrar shall be terminated by the bankruptcy of the Company, such termination to be effective upon actual notice to the Registrar of such bankruptcy. The Company has the authority to make this appointment and it is not in contravention of any other documents which the Company has signed in connection with the issuance of these BONDS . IN WITNESS k~EREOF, the parties hereto have hereunto severally caused this Agreement to be executed as of the day and year first above written. "COMPANY" CITY OF ASHLAND, OREGON Title AUG .q i 198.t ACCEPTED: UNITED STATES NATIONAL BANK OF OREGON 1~1t le Trus~ Officer AUG 2 1983 PAINE WEBBER JACKSON &CURTIS INCORPORATED 1879 ~ New Vo~k S~ock Exchange. Inc. zr~J CNhe~ ~rincipal [:ch~nses 1 Third Avenue, Suite 2300, Seattle, Was~in~on 98101 (:206) /~47-2300 $700,000 City of Ashland, County of Jackson, State of Oregon General Obligation Hydroelectric Bonds, Series 1983 99.61076% Gentlemen: f~k For the above described legally issued bonds to be dated 9-1-83, and in accordance with the terms and conditions of the Notice of Sale of said bonds, we offer to purchase the above described bonds, maturing and bearing interest at t~e rates shown below, and to pay, a total of $697~275.32, which is ~ % of the par amount of the bonds, plus accrued interest thereon to date of delivery. MATURITY SCHEDULE Coul;~o~ Maturl~ Principal Interest Maturit~ Principal Dates Amaunt Rate Dates Amount March 1, 1985 $10,000 March 1, 1986 10.000 9% March 1, 1987 20,000 9% March 1, 1988 20,0(X} 9% March 1, 1989 20,000 9% March 1, 1990 20.000 -q~ - March 1, 1991 20,000 March 1. 1992 20,000 March 1, 1993 30,000 March 1, 1994 30,000 8.70% March 1, 1995 $30.000 March 1, 1996 30,000 March 1, 1997 40,000 March 1. 1998 40,000 March 1, 1999 50.000 March 1, 2000 50,000 March 1, 2001 50,000 March 1, 2002 60,000 March 1, 2003 70,000 March 1, 2(X34 80,00~ Coup' Interest Rate 8.85% - 9. uu:~ 9,10% 9.20% 9.25% 9.30% 9.35% 9.40% 9.40% 9.40%' Total Interest Cost to Maturity $ 905,272.50 (informative only) True Interest Rate 9.1696 36 (informative only) This proposal, submitted in duplicate, is made subject to our being furnished, at no cost to the purchaser, delivery of the bonds with the approving opinion of Ragen, Roberts, 0'Scannlain, Robertson and Neill, Attorneys at Law of Portland, Oregon. Said opinion will be reproduced on each of said bonds at the expense of the City. This proposal is made subject to our being furnished, at the time of delivery of the bonds, the customary certifications by the appropriate officers of the City, including but not limited to a Non-litigation Certificate and a Certificate Concerning the Official Statement. If our proposal is accepted, we request that all bonds be issued in denominations of Five Ihousand Dollars ($5,000.00). 'In accordance with the terms of the Notice of Sale, find enclosed a certified or cashier's check for $14,000.00, payable to the City to secure the City from any loss resulting from our failure to comply with the terms of our bid. If this proposal is not accepted, said check is to be returned to us promptly after the award of the bonds to the successful bidder. ~pe~tfully subm~tted, Richard Garber~-'- Vice President and Seattle Manager Municipal Bond Department Paine Webber Jackson Curtis (206) 447-2300