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HomeMy WebLinkAboutResolution_02-88/89_01/12/1989 4 RESOLUTION NO. 2 -88/89 r A RESOLUTION OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, PROVIDING FOR THE APPOINTMENT OF FIRST FLORIDA BANK, N.A. TAMPA, FLORIDA, PAYING AGENT AND REGISTRAR FOR THE VILLAGE OF TEQUESTA, FLORIDA, IMPROVEMENT REVENUE BOND SERIES 1979 IN THE AGGREGATE AMOUNT OF $910,000 AUTHORIZED BY RESOLUTION NO. 10 -78/79 ON JULY 24, 1979. WHEREAS, it is necessary for the Village of Tequesta to provide for the transfer of Bond certificates and registration of new Bond certificates upon request of the holders of Village of Tequesta, Florida, Improvement Revenue Bond Series 1979; and WHEREAS, it is necessary to facilitate a safe, efficient, and convenient method of providing for the registration of Village of Tequesta, Florida, Improvement j Revenue Bonds Series 1979, which is consistent with the standards and practices of the Security Industry, and WHEREAS, the First Florida Bank, N.A. Tampa, Florida, is presently serving in the capacity of Paying Agent for the 1 Village of Tequesta, Florida, Improvement Revenue Bond Issue; J NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF I THE VILLAGE OF TEQUESTA: Section 1. That First Florida Bank, N.A. Tampa, { Florida, be appointed as the Paying Agent and Registrar for the Village of Tequesta, $910,000 Improvement Revenue Bond Series 1979. Section 2. That the Village Manager is hereby authorized to execute the attached Paying Agent and Registrar Agreement with First Florida Bank, N.A., Tampa, Florida, to enable continuity of services to holders of Village of Tequesta, $910,000 Improvement Revenue Bonds, Series 1979. i Section 3. That the Village Manager shall provide First Florida Bank, N.A. Tampa, Florida, with a certified I copy of this Resolution upon adoption. � THE FOREGOING RESOLUTION was offered by Councilmember Earl L. Collings who moved its adoption. The Resolution was seconded by Councilmember JosPth N_ C aDretta and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION Ron T. Mackail Edward C. Howell i William E. Burckart Joseph N. Capretta Earl L. Collings I r I 2 - The Mayor thereupon declared the Resolution duly passed and adopted this 12th day of January, A.D., 1989. MAYOR OF TEQUESTA Ron T. Mackail TE - t. ar��sT: Bill C. K sca lis Village Cler PAYING AGENT AND REGISTRAR AGREEMENT FiRST FLORIDA BANK THIS AGREEMENT, made and entered into this day of , A.D. 19 , by and between Town of Tequesta, hereinafter referred to as the Issuer, and FIRST FLORIDA BANK, N.A., hereinafter referred to as the Paying Agent and Registrar: NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT: WHEREAS, the Issuer, by Resolution dated July 24, 1979, designated FIRST FLORIDA BANK, N.A., as Paying Agent and Registrar for Village of Tequesta FL Improvement Revenue Bonds 1979, issued by the Issuer for the purpose of providing for the acquisition and construction of drainage and street improvements. WHEREAS, the Issuer and the Paying Agent and Registrar desire to define the terms of the latter's responsibilities and liabilities; NOW THEREFORE, IT IS MUTUALLY UNDERSTOOD, STIPULATED, COVENANTED AND AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: AS TO PAYING AGENT 1. That the Issuer will cause timely deposits to be made with the Paying Agent and Registrar of sufficient funds to pay the principal and interest payments upon the aforesaid bonds issued by said Issuer, in accordance with the Bond Resolutions and in accordance with the laws of the State of Florida and the United States. 2. That the Paying Agent and Registrar shall act as agent for the Issuer and shall pay principal and interest of the aforesaid bonds in accordance with the Bond Resolutions and in accordance with laws of the State of Florida and the United States. The Paying Agent and Reg- istrar shall require the holders of said bonds and interest coupons which are payable to surrender the same to the Paying Agent and Regis- trar before the same are paid, shall keep an account of all bonds and coupons paid, and shall destroy the cancelled bonds and coupons when paid and furnish the Issuer a destruction certificate on or about April 1st and October 1st of each year. 3. That the Paying Agent and Registrar will have no invest- ment responsibilities regarding the said funds, except those respons- ibilities which are legally and specifically authorized by the Issuer, and accepted and agreed to by the Paying Agent and Registrar in writ- ing. The responsibility of the Paying Agent and Registrar shall be limited to the functions of Paying Agent and Registrar, except as herein otherwise provided. Page One of Six FIRST FLORIDA BANK, N.A. Post Office Box 31265, Tampa, Florida 33631 -3265 Telephone 813- 224 -1111 PAYING'AGENT AND REGISTRAR AGREEMENT AS TO REGISTRAR 4. That the Paying Agent and Registrar shall act as Regis- trar and Transfer Agent for the Issuer in the manner described in the Bond Resolutions. OTHER GENERAL PROVISIONS 5. That the Paying Agent and Registrar shall, at all times when requested to do so, furnish full and complete information per- taining to its functions with regard to said bond issues and as Pay- ing Agent and Registrar, shall, without further authorization, exe- cute deposit slips, checks, certificates and other documents with reference thereto. 6. That the Paying Agent and Registrar shall semiannually dur- ing the life of this Agreement render a written report to the Issuer as to the funds the Paying Agent and Registrar has received and dis- bursed as agent during the Issuer's fiscal year. 7. That the parties agree that the fees to be charged by the Paying Agent and Registrar in connection with its services as Paying • Agent shall be as follows: $300.00 Semi - Annual Paying Agent /Registrar Out -of- pocket Expenses Charges for the performance of any service not contemplated at opening of account will be determined by appraisal. It is understood that the above fee may be modified only upon revision by the Bank of its Schedule of Fees for this type of service. 8. Either party hereto, at its option, may cancel this Agree- ment after giving thirty (30) days' written notice to the other party of its intention to cancel said Agreement, or said Agreement may be cancelled at any time by mutual consent of the parties hereto 9. On the cancellation of this agreement, the Issuer shall de- liver any proper and necessary releases to the Paying Agent and Regis- trar upon demand, and the Paying Agent and Registrar shall upon demand pay over the funds on deposit in connection with said bond issue and surrender all registered bonds and coupons and related records, and the Issuer may appoint and name a Successor Paying Agent and Regis- trar for such bond issue. It shall also, in such event, be the duty of the Issuer to notify all known bondholders as to the appointment and name of the Successor Paying Agent and Registrar. The Paying Agent and Registrar, however, shall make available to the Issuer all information that it may have regarding the names and addresses of such bondholders. Page Two of Six / /pa,reg- pa,co -py agrmts- all//362 PAYING AGREEMENT AND REGISTRAR AGREEMENT 10. If not contrary to law at the time these bonds and the cou- pons attached thereto have matured, all unclaimed interest and prin- cipal monies held by the Paying Agent and Registrar after one year from the date of maturity will be returned to the Issuer rather than • escheating to the State of Florida. 11. This agreement shall not be assignable by either party with- out the consent of the other party, and shall be construed liberally in order to effectuate its purpose. 12. The Issuer agrees that it will indemnify and hold the Pay- ing Agent and Registrar harmless from any and all liability, cost or expense incurred without gross negligence or bad faith in the course of its duties, including any act, omission, delay or refusal of the Paying Agent and Registrar in reliance upon any signature, certificate, order, demand, instruction, request, notice or other instrument or document believed by it to be valid, genuine and suf- ficient. 13. The Issuer agrees that it will perform, execute, acknow- ledge and deliver all such further and other acts, instruments and assurances as may reasonably be required by the Paying Agent and Registrar for the carrying out or performing of the provisions of this Agreement. • 14. The Paying Agent and Registrar may consult with legal counsel, and the advice of such counsel shall be full and complete authorization and protection for the Paying Agent and Registrar as to any action taken or omitted by it in good faith and in accord- ance with such advice, provided the Paying Agent and Registrar shall have exercised reasonable care in the selection and continued employ- ment of such counsel, and will have afforded the Issuer a reasonable opportunity to consult with such counsel. 15. At any time the Paying Agent and Registrar in connection with the performance of its duties may apply for instructions to the and of the Issuer and shall be fully protected in acting in accordance with written instructions signed by such officers. 16. Whenever in the performance of its duties under this Agree- ment the Paying Agent and Registrar shall deem it necessary or de- sirable that any fact or matter be proved or established by the Is- suer prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein spe- cifically prescribed) shall be deemed to be conclusively proved and • established by a statement signed by any two of the following offi- cers of the Issuer and delivered to the Paying Agent and Registrar; the and Page Three of Six / /pa,reg- pa,co -py agrmts- all//363 PAYING AGENT AND REGISTRAR AGREEMENT of the Issuer. Such statement shall be full warrant to the Paying Agent and Registrar for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such statement; but in its discretion the Paying Agent and Registrar may • in lieu thereof accept other evidence of such fact of matter or may require such further or additional evidence as it may deem reason- able. 17. The Paying Agent and Registrar shall be liable hereunder only for its own gross negligence or willful misconduct. 18. The Paying Agent and Registrar shall not (a) be liable for or by reason of any of the statements of fact or recitals con- tained in this Agreement, or (b) be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Issuer only, or (c) be liable for any expenses of litiga- tion, taxes, failure to obtain any required government approval, or violations by the Issuer of any federal or state government securi- ties laws or other laws in connection with this transaction; and the Issuer shall indemnify and hold the Paying Agent and Registrar harmless for any loss or damage it suffers or which results from such litigations, taxes, failure or violations. 19. The Issuer and the Paying Agent and Registrar further agree that the Paying Agent and Registrar is hereby authorized, empowered • and directed to disregard, in its sole discretion, any and all not- ices, orders, and warnings given by any other person or corporation excepting only orders of the Issuer or of a court issued with or without jurisdiction; and the Paying Agent and Registrar is hereby expressly authorized to comply with and obey any and all orders, judgments, or decrees of the Issuer or of any court entered or is- sued with or without jurisdiction; and in case the Paying Agent and and Registrar obeys or complies with any such orders, judgments, or decrees, the Paying Agent and Registrar shall not be liable to any of the parties hereto, or to any person, firm, or corporation, by reason of such compliance, notwithstanding that such order, judg- ment, or decree may be subsequently reversed, modified, annulled, set aside, or vacated. The Issuer agrees to indemnify and save the Paying Agent and Registrar harmless against any loss or liability to any person or party hereto on account thereof. The Issuer agrees that in case of any suit or proceeding regarding the instruments, papers, and /or money connected herewith, to which the Paying Agent and Registrar is or may at any time be a party, the Paying Agent and Registrar shall have the right to defend, and if it deems the same necessary, to prosecute the same, and to incur all • necessary and reasonable costs, attorney's fees and solicitor's fees, and other expenses which the Paying Agent and Registrar may incur or become liable for on account thereof; and shall have a lien on the deposited funds for any or all of such costs, attorney's and solic- itor's fees and other expenses; and the Paying Agent and Registrar Page Four of Six / /pa,reg- pa,co -py agrmts- all//364 PAYING AGENT AND REGISTRAR AGREEMENT shall be entitled to reimburse itself therefore out of any deposit of monies made in connection herewith; and the Issuer agreees to pay the Paying Agent and Registrar upon demand, all such costs, fees and expenses so incurred. • 20. All the covenants and provisions of this Agreement by or for the benefit of the Issuer or of the Paying Agent and Registrar shall bind and inure to the benefit of their respective successors and assigns hereunder. 21. In the event of any merger or consolidation of the Paying Agent and Registrar with or into any other corporation or in the event of the sale of all or substantially all Paying Agent's and Registrar's corporate trust business, the corporation resulting from such merger or consolidation, or the transferee in the case of any such sale, shall be and become Successor Paying Agent and Registrar. Bonds transferred after any such merger, consolidation or sale may be signed by the Successor Paying Agent and Registrar either in its own name or in the name of any predecessor which shall have been the Paying Agent and Registrar. 22. Only the Issuer and the Paying Agent and Registrar shall have any express or implied rights under this Agreement. 23. The Issuer expressly agrees that in case any controversy or dispute shall hereafter arise in respect to the delivery or sur- render of the bonds, coupons, instruments, documents, papers, money or any of them, or in respect to the rights or interest of any of the parties to any of them, and the Paying Agent and Registrar shall thereupon for any reason, fail or refuse to surrender, deliver up or pay over to such parties, the Paying Agent and Registrar shall not, in such case, be liable for any loss or damage which may be sustained by any person, whether a part hereto or otherwise, on account of such failure or refusal to surrender or deliver up said bonds, coupons, instruments, documents, papers or money. 24. Notwithstanding anything to the contrary herein, the Paying Agent and Registrar shall have no duty to determine the performance or nonperformance of any term or condition of any contract or agree- ment other than those between the parties hereto, and the duties and responsibilities of the Paying Agent and Registrar are limited to those specifically stated herein. 25. The Paying Agent and Registrar shall not be responsible for notifying any person of any transaction involving any funds or other property herein described or of any profit realized by any person, firm, or corporation in connection therewith, notwithstanding that such transactions may be handled by the Paying Agent and Registrar provided they do not prevent the Paying Agent's and Registrar's com- pliance with this agreement. The Issuer also agrees that where any further instruments, documents, or papers are to be delivered to the Page Five of Six / /pa,reg- pa,co -py agrmts- all//365 PAYING AGENT AND REGISTRAR AGREEMENT Paying Agent and Registrar in connection with the Paying Agent's and Registrar's role as such, the Paying Agent and Registrar can assume and rely upon the assumption that said instruments, documents, and papers are genuine, executed by the person or persons by whom the same purport to be executed, and that the person presenting or tend- ering the same is duly authorized to do so; or where any money, docu- ments, or papers are to be paid over or delivered to any agent of any of the parties, that the authority to do so, if in writing pur- porting to be signed by the party interest, may be believed by the Paying Agent and Registrar unless express inhibition be contained in it; and in the event that the Paying Agent and Registrar, relying as aforesaid upon any such document, paper or authority, pays out any monies in good faith and in reliance thereon, the Paying Agent and Registrar shall not be liable for any loss or damage growing out of or occasioned thereby. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. ATTEST: FIRST FLORIDA BANK, N.A. "Paying Agent and Re trar" • pc�. By: ATTEST: TOWN OF TEQUESTA, FLORIDA B Page Six of Six / /pa,reg- pa,co -py agrmts- all//366