HomeMy WebLinkAbout93-0811 Municipal Services Corporation RESOLUTION
AUTHORIZING EXECUTION OF A REGISTRAR/TRANSFER
AGENT AGREEMENT
BE IT RESOLVED BY THE BOARD OF LOCAL IMPROVEMENTS OF THE
CITY OF ELGIN, ILLINOIS, that Larry L. Rice, City Manager, and
Dolonna Mecum, City Clerk, be and are hereby authorized and
directed to execute a Registrar/Transfer Agent Agreement
(Special Assessment Bonds) with MUNICIPAL SERVICES
CORPORATION, designating MUNICIPAL SERVICES CORPORATION as a
registrar and transfer agent on behalf of the City of Elgin, a
copy of which is attached hereto and made a part hereof by
reference.
s/ George VanDeVoorde
George VanDeVoorde, President
Board of Local Improvements
City of Elgin
Presented: August 11, 1993
Adopted: August 11, 1993
Vote: Yeas 5 Nays 0
Recorded:
Attest:
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
REGISTRAR/TRANSFER AGENT AGREEMENT
(Special Assessment Bonds)
This Agreement by and between The City of Elgin, (the
"Issuer") and MUNICIPAL SERVICES CORPORATION, Delaware corporation
( "MSC") made and entered into this ''day of AcUS r , 199f .
NOW, THEREFORE, in consideration for the mutual covenants
hereinafter contained the Issuer hereby appoints MSC as Registrar and
Transfer Agent and MSC accepts such appointment on the terms and
conditions hereinafter set forth.
Section 1 . Documents and Information.
(a) The Issuer shall provide MSC with a certified copy
of a resolution designating MSC as Registrar and Transfer
Agent. Issuer shall provide MSC with a description of the
issue and an amortization schedule of same. MSC is
authorized by City to (i) , issue and authenticate bonds in
exchange for vouchers, (ii) cancel and return to the Issuer
each voucher which has been turned in for newly issued bonds
or certificates, and (iv) Issuer shall appoint an agent of
the Issuer's Treasurer as paying agent for the bonds .
(b) The Issuer shall provide for MSC Printers
Certificates or copies of receipts documenting amounts of
unissued certificates conveyed to MSC.
(c) The Issuer shall furnish MSC a sufficient supply of
certificates and will renew such supply upon request in order
for MSC to properly discharge its duties.
(d) The Issuer shall furnish MSC specimen bond
certificates and specimen vouchers for which MSC is
appointed, certified by an appropriate official of Issuer to
be specimens of the bond certificates and vouchers adopted by
the authorizing Board of the Issuer.
(e) The Issuer shall furnish MSC with a true and
accurate copy of each voucher which is issued to the
contractor within two (2) days after delivery to the
contractor.
( f) The Issuer shall furnish MSC such other documents
and information as may be reasonably and lawfully requested
by MSC from time to time to enable MSC to perform its duties
hereunder.
Section 2 . Original Registration. Upon surrender of an
equivalent amount of vouchers in form deemed by MSC properly endorsed
for transfer and accompanied by such documents as MSC deems necessary
or appropriate to evidence the genuineness of authority of the person
making the transfer, including signature guaranties acceptable to MSC,
MSC will register and countersign original bond certificates in the
•
•
name of the assignee and in denominations represented by the
vouchers . MSC reserves the right to refuse to issue original bond
certificates until it is satisfied that the documents supporting the
issuance, including the voucher and the assignment thereof, are
genuine. MSC shall incur no liability for the refusal in good faith
to issue original bond certificates for which, in it 's judgment, there
has been submitted insufficient proof of the propriety of such
issuance.
Section 3 . Transfer. MSC will transfer certificates and
register and countersign new certificates upon surrender of an
equivalent amount of certificates in form deemed by MSC properly
endorsed for transfer and accompanied by such documents as MSC deems
necessary or appropriate to evidence the genuineness of authority of
the person making the transfer, including signature guaranties
acceptable to MSC. MSC reserves the right to refuse to transfer
certificates until it is satisfied that the documents supporting the
transfer are genuine. MSC shall incur no liability for the refusal in
good faith to make transfers for which, in its judgment, there has
been submitted insufficient proof of the propriety of such transfer.
In the case of small estates where no administration is
contemplated MSC will under a surety company bond of indemnity
acceptable to it, transfer certificates registered in the name of a
descendent.
Section 4 . Turnaround. MSC shall turnaround within three
(3) business days of receipt at least ninety percent (90%) of all
routine (as defined by The Securities & Exchange Commission when
relating to the issue of document turnaround) items received for
transfer during the month.
Section 5. Mailing. When mail is used for delivery of
certificates MSC will forward such certificates by first class mail
and such mail deliveries will be covered while in transit to the
addressees by insurance arranged for by MSC against loss, destruction
or theft. The costs for such coverage will be at the expense of the
Issuer. Any proceeds paid pursuant to such insurance shall be paid to
the Issuer.
Section 6 . Lost Certificates. MSC may issue and register
replacement certificates in place of certificates claimed to have been
lost, destroyed, or wrongfully taken upon receiving indemnity
satisfactory to the Issuer and MSC, which shall be in favor of both
MSC and the Issuer, and upon compliance with any other reasonable
requirements imposed by MSC, and MSC may issue and register
replacement certificates in exchange for and upon surrender of
identifiable mutilated certificates .
Section 7 . Records . MSC will open and maintain such
records and bond certificate transfer books as may be required by law
or are necessary for the faithful discharge of duties as outlined
herein. MSC shall return all documents no longer deemed needed for
current purposes and all vouchers and certificates which have been
cancelled to the Issuer and the Issuer shall safely store such
documents for reference and assume all responsibility thereafter upon
receipt of such materials .
Section 8 . Confidentiality. The list of bondholders shall
remain confidential and such list will only be provided to the Issuer
upon its request in writing or to others only as required by law.
Section 9 . Inquiries . MSC will respond to written
inquiries and requests from the Issuer, bondholders, brokers, and
dealers as set forth in Rule 17 Ad-5 of the Securities Exchange Act.
Section 10 . Registration and Removal . MSC may be removed
as Registrar and Transfer Agent at any time by receipt in the manner
described in Section 15 hereof of a certified resolution of the
authorizing Board of the Issuer to that effect. MSC may resign as
Registrar and Transfer Agent at any time by giving written notice of
such resignation to the Issuer in the manner described in Section 15
hereof . Upon removal or resignation MSC will deliver to its successor
such records as may be necessary for the successor to act as Registrar
and Transfer Agent including, but not limited to, all documents and
records provided to MSC by Issuer.
Section 11 . Compensation. MSC shall be entitled to
compensation for all services rendered in performance of its duties
according to the fee schedule which is attached and incorporated
hereto as Attachment A. The issuer agrees to promptly pay such fees
upon receipt of a statement. In addition to the agreed fees, MSC will
ILbill to Issuer out-of-pocket expenses as they are incurred, wever
all out-of-pocket expenses shall not exceed $300 . PER A ou✓+s ,(x
Section 12 . Inability to Perform, Unexpected Costs . Should
MSC incur additional costs and expenses in its performance hereunder
due to any adoption, modification, amendment or change in any statute,
law, decree, regulation, ordinance or governmental order not in
existence or effect on the date of the execution of this Agreement or
any strike, work stoppage, equipment failure or Act of God or other
cause beyond the control of MSC, the failure of MSC to fulfill its
obligation hereunder shall not constitute a default by MSC and the
Issuer shall have no claims or rights of action against MSC as a
result thereof other than the right of termination of this Agreement.
MSC may rely and act upon any list, instrument, order,
paper, certificate, signature or guarantee, believed by it in good
faith to be genuine and to have been signed, countersigned, or
executed by an authorized person. MSC shall not be charged with
notice of any change in the authority of any officer, employee or
agent of the Issuer until it receives written notification thereof
from the issuer. MSC may execute transfers, issuances or
registrations of certificates which it reasonably believes are proper
and authorized or may refuse to do so if in its judgment the
executions of such transfers, issuances or registrations may subject
the Issuer or MSC to liability. MSC shall perform all covenants,
responsibilities and duties pursuant to the agreement to a reasonable
standard and shall be liable for failure to do so.
Section 13. Indemnification. MSC shall hold harmless and
indemnify Issuer from any and all liability, causes of action,
lawsuits, claims for damage and attorneys ' fees arising out of the
performance of this agreement with the exception of such liability,
causes of action, lawsuits, claims for damage and attorneys ' fees
attributable to negligent acts of Issuer or Issuer's agents, employees
or assigns .
Section 14 . Bondholder Lists . MSC shall prepare bondholder
lists and provide the same to the Issuer and Issuer' s paying agent
upon the written direction of an official of the Issuer and reasonable
prior notification.
Section 15 . Notices . Any written notice required or
permitted to be given by the parties to this agreement shall be deemed
sufficient if sent by registered or certified mail addressed as
follows:
if for MSC: Municipal Services Corporation
P.O. Box 419
Wheaton, Illinois 60189-0419
if for the issuer: City of Elgin
Finance Director
150 Dexter Court
Elgin, Illinois 60120-5555
Section 16 . Binding Effect. This Agreement shall be
binding upon and shall insure to the benefit of the successors and
assigns of the parties and the rights, duties and liabilities of the
parties hereunder shall be governed by and construed in accordance
with the laws of Illinois.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties as of the year and date first written above.
2
MUNI P ' ERV. S CORPORATION
By
(Title)
40°Ir
ISSUER•
duce&x 177-2,
1
By CAW-1Ae 'C4. D)
(Tithe)
ATTACHMENT A
Registrar/Transfer Agent
Fee Schedule for
Special Assessments
Fee for services shall consist of the following:
The greater of $250 . 00 or $2 .50/bond authorized in the bond
ordinance; and
An annual fee of $100 . 00; and
A cancellation fee of $5 . 00 per bond; and
$2 .50/bond issuance charges for bonds issued in addition to the
originally authorized amounts, if applicable.
1Z7
Agenda Item No.
1111$11993
TO: Board of Local Improvements
FROM: James R. Nowicki, Finance Director
SUBJECT: Registrar/Paying Agent - Area II S ecial Assessment Bond
Issue
In the very near future the City will be issuing special assessment
bonds for the Special Assessment TX 92 0004 (Area II) project. Due
to the magnitude of this project it appears that as many as 600 bonds
will have to be issued. Furthermore, due to the 1986 TaX Act,
special assessment bonds ( like General Obligation Bonds) will have to
be registered. This registration process mandates that through the
ten year life of the issue a record of all bond holders be kept as
well as any transfers between existing bond holders or subsequent
bond holders. Additionally, the City would be required to issue
principal and interest checks to those bond holders on an annual
basis. Finally, this process takes place every December and January,
which is probably the busiest time for the Finance Department with
budget and audit preparation.
To alleviate this burdensome and time consuming process, many
municipalities use the services of a registrar/transfer agent. These
firms will handle all the registrations, transferring of bonds,
calling of bonds, issuing checks to bond holders, and other clerical
and administrative duties associated with the special assessment bond
issue. The City would still be required to accept payment from the
assessees on an annual basis and forward that total to the paying
agent to arrange for calling of the bonds and payment on the bonds.
Three firms were contacted for price quotations with Municipal
Services Corporation of Wheaton, Illinois supplying the lowest
cost. References were also contacted and all spoke highly of the
firm and the services they provided.
Based upon 600 bonds being issued, transferred and ultimately
cancelled, this work could be handled for approximately $5,000. The
fee is actually quite small realizing that it will be divided over
the life of the issue thereby costing the City approximately $500 per
year. Sufficient dollars are available within the Special Assessment
project to pay for the expense.
RECOMMENDATION: Authorize Municipal Services Corporation as
registrar/transfer agent to assist in the special assessment bond
process.
JRN:cg