Res 1450 - Resign,Appt Accept
COUNCIL BILL NO. 1847
RESOLUTION NO. 1450
A RESOLUTION ENTERING INTO AN AGREEMENT OF RESIGNATION,
APPOINTMENT AND ACCEPTANCE WITH WELLS FARGO BANK, N.A. AND BNY
WESTERN TRUST COMPANY AND AUTHORIZING THE MAYOR TO SIGN SAID
AGREEMENT.
WHEREAS, the City approved Resolution No. 873 on October 16, 1987, authorizing the
issuance of General Obligation Improvement Bonds; and
WHEREAS, First Interstate Bank of Oregon, N.A. is the Original Paying Agent on said
bonds, and
WHEREAS, Wells Fargo Bank, N.A. is the corporate successor to First Interstate Bank;
and
WHEREAS, BNY Western Trust Company is willing to succeed the Original Paying
Agent as Successor Paying Agent; and
WHEREAS, the City is willing to appoint BNY Western Trust Company as Successor
Paying Agent; NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City enter into an agreement with Wells Fargo Bank, N.A. and BNY
Western Trust Company for the appointment of a Successor Paying Agent.
Section 2. That the Mayor is authorized to execute, on behalf of the City, said agreement,
a copy of which affixed hereto as Attachment" N' and, by this reference, incorporated herein.
Approved as to formm :Y"fr ~ \ 1.. -1., -t:j 1-
City Attorney Date
APPROVED: /'
Nancy A. Kir
Passed by the Council
Submitted to the Mayor
December 8, 1997
December 9, 1997
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Page 1 - COUNCIL BILL NO. 1847
RESOLUTION NO, 1450
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Approved by the Mayor
Filed in the Office of the Recor er
ATTEST:
Mary Tenn , City Recorder
City of Woodburn, Oregon
Page 2 - COUNCIL BILL NO. 1847
RESOLUTION NO. 1450
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December 9, 1997
December 9, 1997
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ATTACHMENT .....d..-
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AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, which
shall be binding and effective upon execution by each of the parties hereto, by and among CITY
OF WOODBURN, a corporation duly organized and existing under the laws of the State of
Oregon (the "Issuer"). WELLS FARGO BANK, N.A., a national banking association duly
organized and existing under the laws of the United States of America (formerly known as First
Interstate Bank of Oregon, N.A) And having its principal corporate trust office at Montgomery
Park Building, 2701 N.W. Vaughn Street, Portland. Oregon 97210 ("prior Paying Agent") and
BNY WESTERN TRUST COMPANY, a California Banking Corporation and having its
principal corporate trust office at 700 South Flower Street, Suite 500, Los Angeles, California
90017 ("Successor Paying Agent").
RECITALS
WHEREAS, the Issuer and Prior Paying Agent entered into a Resolution No. 873 dated
as of October 12, 1987 by and between the Issuer and the Prior Paying Agent (the "Agreement");
WHEREAS, the bonds (as such term is defined in the Agreement) were originally
authorized and issued under the Agreement;
WHEREAS, the Issuer desires to appoint Successor Paying Agent as Paying Agent and
Registrar to succeed Prior Paying Agent in such capacities under the Agreement; and
WHEREAS, Successor Paying Agent is willing to accept such appointment as Successor
Paying Agent and Registrar under the Agreement;
NOW, THEREFORE, the Issuer, Prior Paying Agent and Successor Paying Agent for
and in consideration of the premises of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby consent and agree as follows:
ARTICLE I
THE PRIOR PAYING AGENT
Section 1.01 Prior Paying Agent hereby resigns as Paying Agent under the Agreement.
Section 1.02 Prior Paying Agent hereby assigns, transfers, delivers and confirms to
Successor Paying Agent all right, title and interest of Prior Paying Agent in and to the trusts of
the Paying Agent under the Agreement and all the rights, powers and trusts of the Paying Agent
under the Agreement. Prior Paying Agent shall execute and deliver such further instruments and
shall do such other things as Successor Paying Agent may reasonably require so as to more fully
and certainly vest and confirm in Successor Paying Agent all the rights, powers and trust hereby
assigned, transferred, delivered and confirmed to Successor Paying Agent as Paying Agent and
Registrar. '
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ARTICLE n
THE ISSUER
Section 2.01 The Issuer hereby accepts the resignation of Prior Paying
agent as Paying Agent and Registrar under the Agreement.
Section 2.02 All conditions relating to the appointment ofBNY Western Trust
Company as Successor Paying Agent and Registrar under the Agreement have been met by the
Issuer, and the Issuer hereby appoints Successor Paying Agency as Paying Agent and Registrar
under the Agreement with like effect as if originally named as Paying Agent and Registrar in the
Agreement.
ARTICLE ill
THE SUCCESSOR PAYING AGENT
Section 3.01 Successor Paying Agent hereby represents and warrants to Prior Paying
Agent and to the Issuer that Successor Paying Agent is not disqualified to act as Paying Agent
under the Agreement.
Section 3.02 Successor Paying Agent hereby accepts its appointment as Successor Paying
Agent and Registrar under the Agreement and accepts the rights, powers, duties and obligations
of Prior Paying Agent as Paying Agent and Registrar under the Agreement, upon the terms and
conditions set forth therein, with like effect as if originally named as Paying Agent and Registrar
under the Agreement.
ARTICLE IV
MISCELLANEOUS
Section 4.01 This Agreement and the resignation, appointment and acceptance effected
hereby shall be effective upon execution of this Agreement by each of the parties hereto.
Section 4.02 This Agreement shall be governed by and construed in accordance with the
laws of the State of Oregon.
Section 4.03 This Agreement may be executed in any number of counterparts each of
which shall be an original, but such counterparts shall together constitute but one and the same
instrument.
Section 4.04 The persons signing this Agreement on behalf of the Issuer, Successor
Paying Agent and Prior Paying Agent are duly authorized to execute it on behalf of each party,
Page 2 - Agreement
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ATTACHMENT !
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and each party warrants that it is authorized to execute this Agreement and to perform its duties
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation,
Appointment and Acceptance to be duly executed and acknowledged.
CITY OF WOODBURN
as Issuer
By: '-~ A' 1'f'~1
Name: Kirksey I
Title: Mayor
Date: /.,J -?- r7
WELLS FARGO BANK, N.A.
as Prior Paying Agent
By:
Name:
Title:
Date:
BNY WESTERN TRUST COMPANY,
as Successor Paying Agent
By:
Name:
Title:
Date:
Page 3 - Agreement
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