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93-0811 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