1988-234-Authorizing Town Treasurer To Sign Agreement Appointing Bank Of America As The Town's Paying Agent For The Town's Outstanding Debt IssuesRESOLUTION NO. 1988 -234
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING TOWN TREASURER TO SIGN AGREEMENT
APPOINTING BANK OF AMERICA AS THE
TOWN'S PAYING AGENT FOR THE TOWN'S
OUTSTANDING DEBT ISSUES
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa
Clara, State of California, that the Town of Los Gatos enter into an agreement
with Bank of America (a copy of which is attached hereto) to serve as paying
agent for the Town's outstanding debt issues, and that the Town Treasurer is
authorized, and is hereby directed, to execute said agreement in the name and
in behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 19 day of December , 1988 by
the following vote:
AYES: COUNCIL MEMBERS Eric D. Carlson Thomas J Ferri to Robert
L. Hamilton, Brent N. Ventura and Mayor Joanne Benjamin
NOES: COUNCIL MEMBERS None
ABSTAIN: COUNCIL MEMBERS None
ABSENT: COUNCIL MEMBERS None
SIGNED:
MAYOR OF THE TOWN OFJOS GATOS
ATTEST:
CLERK OF THE TOWN OF L' S GATOS
FEE AGREEMENT
THIS AGREEMENT, made and entered into this 19 day of December
1988, between the Town of Los Gatos, hereinafter called "TOWN" and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association, hereinafter called "BANK ".
W1TXFaSZTU:
WHEREAS, TOWN has previously authorized seven bearer bond issues
listed on Exhibit A (the "BONDS "). The current paying agent on the Bonds
is Barclay's Bank and Barclay's Bank intends to resign as such agent.
WHEREAS, TOWN wishes to appoint BANK as the successor paying agent and
BANK accepts the appointment as successor paying agent.
WHEREAS, TOWN agrees to as follows:
1) Town will provide to Bank the following information no less than
60 days prior to the next interest payment date on each of the
seven bearer bond issues:
• List of matured and unpaid bonds and coupons accompanied with
funds sufficient to pay same when presented to BANK for
payment.
• List of unmatured bond numbers and respective interest rates
and maturity dates (i.e. remaining maturity schedule)*
• List of registered bonds, including name, address, and social
security number of the bondholder, if applicable.
• Inventory of blank registered bonds for processing future
transfers of registration or exchanges from bearer to
registered form, if applicable.
• Final Official Statement.
• Certified copy of Resolution Authorizing the Issuance of the
Bonds.
• Copies of all notices of redemption previously published, if
applicable.
• Specimen bonds (one for each issue).
• Bond Legal Opinion.
• Confirmation of existence of any and all co- paying agents in
Chicago and /or New York.
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2) Town will, on or before the date interest and /or principal is to
be paid on the Bonds, deposit the full amount due in immediately
available funds with the Corporate Trust Department of BANK in San
Francisco. Otherwise, BANK will not be required to make any
disbursements.
3) Town will pay to Bank fees as set forth below:
INITIAL ACCEPTANCE FEE; (per issue)
Verify sufficiency of funds received to pay matured
bonds and coupons not yet presented, set up issue by
maturities and rates remaining.
ANNUAL ADMINISTRATION FEE: (per issue)
Payment and cancellation of coupons (each)
Payment and cancellation of bonds at maturity or
early redemption (each)
Registration, transfer, or exchange of bonds (each)
Payment of registered interest by check (each)
Payments by wire transfer (each wire)
Solicitation and filing of tax forms (each)
• ) I a MA - • 5 TURUTEM
100.00
100.00
.15
1.50
5.00
.50
20.00
1.50
Includes expenses such as, but not limited to, counsel fees, postage,
insurance, stationary, co -agent fees (if any), costs of printing forms or
letters, publication of notices of redemption, expenses of Bank personnel
traveling to attend closings or meetings, etc. Out of pocket expenses
will be charged at the actual cost incurred.
ADDITIONAL SERVICES:
The above schedule of fees is for the ordinary services in connectin with
the items mentioned, and should BANK be called upon to render any
additional services in connection with the items mentioned or any services
not set forth in the above schedule, a reasonable charge, depending upon
the services rendered, will be made.
The above fees are quoted on the basis that float accrues to the benefit
of the BANK. Any change in this understanding may result in adjustments
to the proposal.
5. The foregoing schedule is subject to change upon providing at
lease ninety (90) days advance written notice.
6. BANK will submit its statement for fees and expenses due BANK,
and TOWN will pay said statement in accordance with Paragraph 4
of this Agreement. Statements for fees and expenses unpaid
after 30 days are subject to a handling charge of 2% per month.
f
-3-
7. All notices, documents and other correspondence will be mailed
or delivered to BANK at Bank of America, Corporate Trust
Administration, 55 Hawthorne Street, 8th Floor, San Francisco,
CA 94105 and to TOWN at
or to such other address as either party shall from time to
time indicate in writing to the other.
8. TOWN upon ninety (90) days written notice to BANK, may
terminate this Agreement.
The terms and conditions of this Agreement are intended for the
mutual benafit of TOWN and BANK exclusively, and are not intended to give
any third party any right or claim, contractual or otherwise, hereunder.
IN WITNESS WHEREOF, the parties have caused these presents to be duly
executed, the day and year first above written.
TOWN OF LOS GATOS
By i
V / ~
Title
ATTEST: By
Title
Date r/
BANK OF/AMERICk NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
Vick . Yo
Title Assista Vice sident
By
bPeeaaret
Title Vice President
Assessment Districts
,'Bonnie Lane 83 -1
Supplemental Parking District
#1 63 -7A
Parking District #2 64 -1
,'Crescent Hills 73 -1
,'Los Gatos Boulevard 73 -2
-,Broadway Extension 81 -1
Knowles Drive 81 -2
11/10/88
Remaining
Principle
Remaining
Interest
Matures
$15,000.00
$9,025.00
7/98
1,275.40
191.25
7/92
10,000.00
1,287.50
7/92
17,479.64
2,587.04
7/91
40,000.00
5,287.50
7/91
32,000.00
18,100.00
7/96
590,000.00
325,250.00
7/96