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R92-9 $10,075,000 CITY OF BOYNTON BEACH, FLORIDA GENERAL OBLIGATION REFUNDING BONDS SERIES 1992 BOND PURCHASE AGREEMENT January 15, 1992 Honorable Mayor and Members of the City Commission of the City of Boynton Beach, Florida 100 E. Boynton Beach Blvd. Boynton Beach, Florida 33425 Ladies and Gentlemen: The undersigned, Smith Barney, Harris Upham & Co. Incorporated, as representative (the "Representative) of itself and William R. Hough & Co. (collectively, the "Underwriters"), offers to enter into this Bond Purchase Agreement ("Agreement") with the City of Boynton Beach, Florida (the "City"), which, upon the acceptance of this offer and the execution of this Agreement by the City, shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriter. All capitalized terms herein not otherwise defined shall have the meanings ascribed to such terms in the Official Statement (as hereinafter defined). The Representative has been duly authorized by the Underwriters to execute this Agreement and has been duly authorized by the Underwriters to acu hereunder with respect to all matters related to the sale and delivery of the City's General Obligation Refunding Bonds, Series 1992 (hereinafter referred to as the "1992 Bonds"). This offer is made subject to your acceptance and execution of this Agreement on or before 11:59 p.m., prevailing local time in the City, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon written notice delivered by the Representative to the City at any time prior to the acceptance hereof by the City. 01/15/92 5636M Adoption Copy A RESOLUTION OF THE CITY COMMISSION OF BOYNTON BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF THE CITY'S $10,075,000 AGGREGATE PRINCIPAL AMOUNT GENERAL OBLIGATION REFUNDING BONDS, SERIES 1992; SETTING FORTH INTEREST RATES, A MATURITY SCHEDULE AND REDEMPTION PROVISIONS FOR SUCH BONDS; AWARDING THE SALE OF THE BONDS TO SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED AND WILLIAM R. HOUGH & CO., MAKING CERTAIN FINDINGS IN C©NNECTION THEREWITH; APPOINTING FIRST UNION NATIONAL BANK OF FLORIDA AS PAYING AGENT AND REGISTRAR FOR THE 80NDS; APPROVING THE FORM AND USE OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FINAL OFFICIAL STATEFIENT; AUTHORIZING THE PURCHASE OF A FINANCIAL GUARANTY INSURANCE POLICY AND MAKING CERTAIN COVENANTS IN CONNECTION THEREWITH; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTI©N AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT, AND APPOINTING FIRST UNION NATIONAL BANK OF F~LORIDA AS ESCROW AGENT THEREUNDER; SUPPLEI~ENTING CERTAIN PROVISIONS OF THE 8OND RESODUT~ON OF THE CITY ADOPTED DECEMBER 3, 1991; AUTHORIZING AND DIRECTING CERTAIN OFFICIALS OF THE CITY TO TA~KE ALL ACTION REQUIRED IN CONNECTION WITH THE ISSUANCE OF THE BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WI~H THE ISSUANCE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on December 3, 1991, the City Commission (the "Governing Body") of Boynton Beach, Florida (the "Issuer") adopted a Resolution No. 91-205 (the "Bond Resolution") authorizing the issuance of not to exceed ~10,500,000 aggregate principal amount of General Obligation Refunding Bonds of the Issuer fo~ the purpose of providing for the refunding o~ the Refunded Bonds (as defined in the Bond Resolution); and WHEREAS, the Issuer has determined fo issue bonds under Section 6 of the Bond Resolution in the principal amount of $10,075,000 (the "Bonds") as further provided herein; and WHEREAS, the Issuer has received an offer (the "Bond Purchsse Contract") dated January 15, 1992 from Smith Barney, Harris Upham & Co. Incorporated and William R. Hough & Co. (the "Original Purchaser") to purchase the Bonds on the basis of the terms and provisions therein; and WHEREAS, the Issuer desires to sell Purchaser pursuant to the terms and Purchase Contract; and the Bonds to the Original provisions of the Bond WHEREAS, it is necessary and desirable to approve the form of a Preliminary Official Statement and Official Statement in connection with the issuance of the Bonds; and WHEREAS, it is necessary and desirable to specify the date, the interest rates, maturity dates, and redemption provisions for the Bonds, to appoint First Union National Bank of Florida as Paying Agent, and Registrar for the Bonds, and to approve the form of and authorize the execution of a Paying Agent and Registrar Agreement; and WHEREAS, it is necessary and desirable to direct the refunding of the Refunded Bonds and in connection therewith to approve the form of and authoriza the execution of an Escrow Deposit Agreement and to appoint First Union National Bank of Florids as Escrow Agent thereunder; and WHEREAS, it is necessary and desirable to authorize the purchase of a financial guaranty insurance policy to be issued by Municipal Bond Investors Assurance Corporation with respect to the Bonds; and WHEREAS, the issuance of the Bonds and the sale thereof to the Original Purchaser will, in the judgment of the Issuer, serve a public purpose and in all respects conform to the provisions and requirements of the Act; NOW, THEREFORE, BE IT RESOLVED by the City Commission of the City of Boynton Beach, Florida: Section 1. Authority for this Resolution. adopted pursuant to the provisions of the Act Bond Resolution) and the 8ond Resolution. This resolution is (as defined in the Section 2. Authorization of Bonds. Obligations of the Issuer known as "General Obligation Refunding Bonds, Series 1992" are hereby authorized to be issued under and pursuant to the Bond Resolution in the aggregate principal amount of $10,075~000. The Bonds have a lower net average interest cost rate than the net average interest COSt rate on each series of the Refunded Bonds. The present value of the total debt service savings -2- 5636M anticipated to accrue to the Issuer as a result of the issuance of the Bonds and the refunding of the Refunded Bonds, calculated in accordance with Section 132.35(2)(a), Florida Statutes, is $480,054.00. Section 3. Terms of the Bonds. (a) Amounts, Maturities, Interest Rates. The Bonds shall be dated January 1, 1992, and shall bear interest from such date, payable semi-annually on the first day of May and November of each year (the "Interest Payment Dates"), commencing May 1, 1992. The Bonds shall be issued in the aggregate principal amounts, shall bear interest at the rates per annum computed on the basis of a 360-day year consisting of twelve thirty (30) day months, and shall mature on May 1 or November 1 of the years, as set forth in the following table: Amount Maturity Interest Rate $ 5 000 $ 515 000 $ 445 000 $ 455 000 $ 475 000 $ 505 000 $ 630 000 $ 655 000 $ 695 000 $ 735 000 $ 780 000 $ 820 000 $ 870 000 $ 930,000 $1,560,000 May 1, 1992 November 1 1992 November 1 1993 November 1 1994 November 1 1995 November 1 1996 November 1 1997 November 1 1998 November 1, 1999 November 1, 2000 November 1, 2001 November 1, 2002 November 1, 2003 November 1, 2004 November 1, 2009 3.00% 3.00 3.75 4.00 4.40 4.60 4.90 5.20 5.40 5.55 5.70 5.80 5.90 6.00 6.25 (b) Optional Redemption. The Bonds maturing prior to November 1, 2000, are not subject to redemption prior to maturity. The Bonds maturing on and after November 1, 2000, are subject to redemption at the option of %he Issuer, on or after November 1, 1999, in whole on any date, or in part on any Interest Payment Date, at the redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed) as set forth below, plus accrued and unpaid interest thereon to the date of redemption. REDEMPTION DATE____S REDEMPTION PRICE November 1, 1999 through October 31, 2000 November 1, 2000 through October 31, 2001 November 1, 2001 and thereafter 102% 101 100 -3- 5636M Section 4. Payinq Aqent and ReGistrar. The Issuer hereby appoints First Union National Bank of Florida (the "Bank") as the Paying Agent and Registrar with respect to the Bonds. The form of Paying Agent and Registrar Agreement (the "Agreement") attached hereto as Exhibit A is hereby approved and the Mayor is hereby authorized and directed for and in the name of the Issuer to execute, and the Clerk is authorized to attest and apply the seal of the Issuer to the Agreement, with such changes, alterations or corrections thereto as shsll be approved by the officials executing the same, such execution to constitute conclusive evidence of such approval. Section 5. Award of the Bonds. The Issuer hereby determines that a negotiated sale of the Bonds is in the best interest of the Issuer and the citizens and inhabitants of the Issuer by reason of the volatility of the market for tax-exempt bonds. The Bonds are hereby awarded to the Original Purchaser at a price of $9,966,239.64 (representing the par amount of the Bonds, $10,075~000.00, less underwriter's discount of $108,760.36), plus accrued interest f~om January 1, 1992 to the date of delivery, with the date of delivery to follow in the manner and at the time and subject to the conditions set forth in the Bond Purchase Contract. The Original Purchaser has filed with the Issuer the disclosure statement required by Section 218.385(4), Florida Statutes, and the competitive bidding for the Bonds is hereby waived pursuant to the authority of Section 218.385(1), Florida Statutes. Attached hereto as Exhibit 8 is a form of Bond Purchase Agreement (the "Bond Purchase Contract"). The Issuer approves the Bond Purchase Contract and the Mayor is hereby authorized and directed for and in the name of the Issuer to execute, and the Clerk is authorized to attest to and affix the seal of the Issuer to and deliver the Bond Purchase Contract with such changes, alterations or corrections thereto as shall be approved by the official(s) executing the same consistent with this Resolution and the terms of the Act, such execution to constitute conclusive evidence of such approval. Section 6. Official Statement. The Issuer hereby approves the form and content of the Preliminary Official Statement dated January 10, 1992 relating to the Bonds attached hereto as Exhibit C and ratifies its use in connection with the sale of the Bonds. The Issuer hereby approves the form and content of the Official Statement relating to the Bonds attached hereto as Exhibit D, with such changes, alterations and corrections therein as may be approved by the Mayor and City Manager or Assistant City Manager, such approval to be conclusively established by such execution, and the Mayor and City Manager or Assistant City Manager are authorized and directed for and in the name of the Issuer to execute and deliver the Official Statement, as hereby approved. -4- 5636M Section 7. ADDlication of Proceeds. The proceeds from the sale of the Bonds shall be applied by the Issuer as follows: (a) The amount of $9,873,659.95, which, together with the $59,742.00 referred to in Section 12 hereof, and investment earnings thereon, is equal to the principal of and interest and redemption premiums on the Refunded Bonds when due in accordance with the Schedules attached to the Escrow Deposit Agreement, shall be transferred to the Escrow Agent for deposit into the Escrow Deposit Trust Fund created and established pursuant to the Escrow Deposit Agreement and shall be used and applied pursuant to and in the manner described in the Escrow Deposit Agreement to pay the principal, premiums and interest on the Refunded Bonds. (b) The amount of ~92,579.69 shall be transferred to the Escrow Agent for deposit into the Cost of Issuance Fund established pursuant to the Escrow Deposit Agreement and shall be disbursed for the payment of expenses incurred in issuing the 8onds and refunding the Refunded Bonds. Any balance remaining after payment or provision for payment of such costs and expenses has been made shall be transferred to the Issuer and used solely to pay principal of and interest on the Bonds. (c) The amount of $43,058.56 representing accrued interest on the Bonds, shall be transferred to the Escrow Agent for deposit in the Accrued Interest Fund established pursuant to the Escrow Deposit Agreement and shall be disbursed upon the request of the Issuer to be used to pay interest on the Bonds on May 1, 1992. Section 8. Authorization for Bond Insurance. Pursuant to Resolution No. 91-202, the Issuer authorized execution of a "Commitment to Issue a Financial Guaranty Insurance Policy" issued by Municipal Bond Investors Assurance Corporation (the "1992 Insurer"). The Escrow Agent, upon issuance of the Bonds is authorized and directed to pay on behalf of the Issuer (as a credit against the purchase price of the 8onds) the premium with respect thereto, as further provided in the Escrow Deposit Agreement, and the Mayor and Finance Director are authorized to take all actions and execute such documents as may be required in connection therewith. Section 9. Insurance Provisions. (a) In the event that. on the second Business Day prior to any Interest Payment Date on the Bonds, and again on the Business Day prior to any Interest Payment Date on the Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the Bonds due on the second following or following, as the case may be, Business Day, the Paying Agent shall immediately notify the 1992 Insurer or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. -5- 5636M (b) If the deficiency is made up in whole or in part prior to or on the Interest Payment Date, the Paying Agent shall so notify the 1992 Insurer or its designee. (c) In addition, if the Paying Agent hss notice that any Bondholder has been required to disgorge any payment of principal or interest on any Bond to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction thaf such payment constitutes a voidable preference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the 1992 Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. (d) The Paying Agent is hereby Irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for Bondholders as follows: 1. If and to the extent there is a deficiency in amounts required to pay interest on the Bonds, the Paying Agent shall (a) execute and deliver to Citibank, N.A., or its successors under the ~nsurance policy for the Bonds (the "Policy") (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the 1992 Insurer as agent for such Bondholders in any legal proceeding related to the payment of such interest and an assignment to the 1992 Insurer of the claims for interest to which such deficiency relates and which are paid by the 1992 Insurer, (b) receive as designee of the respective Bondholders (and not as Paying Agent) in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned and (c) disburse the same to such respective Bondholders: and 2. If and to the extent of a deficiency in amounts required to pay principal of the Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the 1992 Insurer as agent for such Bondholder in any legal proceeding relating to the payment of such principal and an assignment to the 1992 Insurer of any Bond surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective Bondholders (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent and (c) disburse the same to such Bondholders. -6- 5636M (e} Payments with respect to claims for interest on and principal of Bonds disbursed by the Paying Agent from proceeds of the Policy shall not be considered to discharge the obligation of the Issuer with respect to such Bonds, and the 1992 Insurer shall become the owner of such unpaid Bonds and claims for the interest in accordance with the tenor of the assignment made by it under the provisions of this subsection or otherwise. (f) Irrespective of whether any such assignment is executed and delivered, the Issuer agrees, and the Paying Agent by acceptance of the duties of Paying Agent hereunder agrees, for the benefit of the 1992 Insurer that 1. they recognize that to the extent the 1992 Insurer makes payments, directly or indirectly (as by paying through the Paying Agent), on account of principal of or interest on the Bonds, the 1992 Insurer will be subrogated to the rights of the Bondholders of such Bonds to receive the amount of such principal and interest from the Issuer, with interest thereon as provided and solely from the sources stated in this Resolution, the Bond Resolution and the Bonds, and 2. they will accordingly pay to the 1992 Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Resolution, the Bond Resolution and the Bonds, but only from the sources and in the manner provided herein and therein for the payment of principal of and interest on the Bonds to the Bondholders, and will otherwise treat the 1992 Insurer as the owner of such rights to the amount of such principal and interest. (g) The Issuer shall notify the 1992 Insurer of the resignation or removal of the Paying Agent and the appointment of a successor thereto. (h) The Issuer shall provide the 1992 Insurer with copies of all notices required to be delivered to Bondholders and, on an annual basis, copies of the Issuer's audited financial statements and annual budget. (i) The Issuer shall deliver to Standard & Poor's Corporation a copy of any amendment to this Resolution and/or the Bond Resolution which amendment has been consented to by the 1992 Insurer. (j) Any notice that is required to be given to a Bondholder or to the Paying Agent pursuant to the Bond Resolution shall also be provided to the 1992 Insurer. All notices required to be given to the 1992 Insurer pursuant to the Bond Resolution shall be in -7- 5636M writing and shall be sent by registered or certified mail addressed to Municipal Bond Investors Assurance Corporation, 113 King Street, Armonk, New York 10504, Attention: Surveillance. Section 10. Escrow DePosit A~reemen~. The Issuer hereby appoints the Bank as the Escrow Agent with respect to the Refunded Bonds. The form of Escrow Deposit Agreement (the "Escrow Deposit Agreement") attached hereto as Exhibit E is hereby approved and the Mayor is hereby authorized and directed for and in the name of the Issuer to execute, and the Clerk is authorized to attest and apply the seal of the Issuer to the Escrow Deposit Agreement, with such changes, alterations or corrections thereto as shall be approved by the officials executing the same, such execution to constitute conclusive evidence of such approval. Section 11. R~funded Bonds. The refunding of the Refunded Bonds is hereby approved. The Issuer hereby irrevocably elects that the Issuer's Municipal Beach Facilities Bonds, dated February 1, 1983, then outstanding shall be called for redemption on August 1, 1993. The Issuer hereby irrevocably elects that the Issuer's General Obligation Bonds, Series 1985, dated August 1, 1985, then outstanding shall be called for redemption on November 1, 1995. The Issuer hereby irrevocably elects that the Issuer's General Obligation Bonds, Series 1'988, dated November 1, 1988, then outstanding shall be called for redemption on November 1, 1995. The Bank, as Escrow Agent, is hereby authorized and irrevocably directed, in the name of the Issuer, to cause notice of such call for redemption to be given as required by the terms of the Escrow Deposit Agreement. Section 12. Disposition of Taxes Levied and Respectivm Refunded Bonds. Ad valorem taxes collected by the Issuer which were levied with respect to the payment of debt service on the Refunded Bonds and not heretofore used for such purpose shall be transferred to the Escrow Agent for deposit to the Escrow Deposit Trust Fund under the Escrow Deposit Agreement in the amount of $59,742.00, and any remaining taxes shall be used solely to pay debt service on the Refunded Bonds or principal and/or interest on the Bonds, and shall be so used prior to the use of any other ad valorem taxes to pay such principal and interest. Section 13. Execution and Delivery of the Bonds. The Mayor and Clerk are hereby authorized and directed on behalf of the Issuer to execute the Bonds as provided in the Bond Resolution and herein, and such officials are hereby authorized and directed upon the execution of the Bonds in the form an~ manner set forth herein and in the Bond Resolution to deliver the Bonds in the amount authorized to be issued hereunder to the Registrar for authentication and delivery to or upon %he order of the Original Purchaser upon payment of the purchase price set forth herein. -8- 5636M Section 14. Authorizations. The members of the Governing Body, the City Clerk, City Manager, Assistant City Manager and Finance Director are hereby jointly and severally authorized to do all acts and things required of them by this resolution, the Bond Resolution, the Bond Purchase Contract, or desirable or consistent with the requirements hereof or thereof, for the full, punctual and complete performance of all terms, covenants and agreements contained in the Bonds, the Bond Resolution, this resolution, and the Bond Purchase Contract. Any and all of the foregoing are hereby authorized to execute~ publish, file and record such other documents, instruments, notices, and records and to take such other actions as shall be necessary or desirable to accomplish the purposes of this resolution and the Bond Resolution. Section 15. Book-EntrY SYstem. The Bonds shall initially be registered in the name of Cede & Co. ("Cede"), as nominee of The Depository Trust Company ("DTC"). Notwithstanding any other provision hereof or of the Bond Resolution, for so long as Cede IS the registered owner of all of the Bonds, owners of beneficial interest in the Bonds will not receive physical deliver of Bond certificates, and payment of interest on the Bonds shall be made by wire transfer of New York Clearing House or equivalent next day funds to the account of Cede on the business day next preceding any Interest Payment Date for the Bonds at the address indicated for Cede in the registry books of the Registrar. The Mayor and the Bank are authorized and directed to execute a Letter of Representations in the form attached hereto as Exhibit F, and the Issuer and the Sank are authorized and directed to comply with the provisions thereof. Section 16. Resolution to Constitute a Contract. In consideration of the purchase and acceptance of the Bonds authorized to be issued hereunder by those who shall be the Bondholders from time to time, this resolution shall constitute a contract between the Issuer, the 1992 Insurer and such Bondholders, and all covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit and security of all of the Bondholders. Section 17. No Implied Beneficiary. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this resolution or the Bonds is intended or shall be construed to give any person other than the Issuer, the 1992 Insurer, the Bank, and the Bondholders, any legal or equitable right, remedy or claim under or with respect to this resolution, or any covenants, conditions and provisions herein contained; this resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer, the 1992 Insurer, the Bank, and the Bondholders. Section 18. Severabilit¥. If any provision of this resolution shall be held or deemed to be or shall, in fact, be -9- 5636M illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatsoever. Section 19. RePealer. Ail resolutions or parts thereof of the Issuer in conflict with the provisions herein contained are, to the extent of any such conflict, hereby superseded and repealed. Section 20. Effective Da'te. This effect immediately upon its adoption. resolution shall take PASSED AND APPROVED this 15th day of January, 1992. (OFFICIAL SEAL) ATTEST: Clerk / APPROVED A;S TO FORM AND ~LEGALI~ / C'I~ Attorney CITY OF BOYNTON BEACH; FLORIDA Its Mayor / ? Its Vice-Mayor com}ni s s' -t0- 5636M 5636M/11 EXHIBIT "A" REGISTRAR AND PAYING AGENT AGREEMENT 1/10/92 5635M PAYING AGENT AND REGISTRAR AGREEMENT THIS PAYING AGENT AND REGISTRAR AGREEMENT is made and entered into as of the day of 1992, by and between the City of Boynton Beach, Florida (the "Issuer") and First Union National Bank of Florida, Jacksonville, Florida (the "Bank"). WHEREAS, the Issuer by the Resolution (as hereinafter defined), dssignated the Bank as Registrar and Paying Agent (as defined in the Resolution) for its $ General Obligation Refunding Bonds, Serias 1992 (the "Bonds"); and WHEREAS, the Issuer and the Bank desire to set forth Bank's duties as Registrar and Paying Agent and the compensation to be paid the Bank for its services. NOW, THEREFORE, it is agreed by the parties hereto as follows: 1. The Bank agrees to serve as Registrar and Paying Agent for the Bonds and to perform the duties of Registrar and Paying Agent under Resolution No. 91-205 adopted by the City Commission of the Issuer on December 3, 1991, as amended and supplemented, with respect to the Bonds (the "Resolution"). 2. The Issuer shall deposit with the Bank sufficient funds from fha accounts established for the payment of the Bonds under the Resolution to pay when due and payable the principal of, premium, if any, and interest on the Bonds. 3. The Bank shall use the funds received from the Issuer pursuant to paragraph 2 hereof to pay the principal of, premium, if any, and interest on the Bonds in accordance with the Resolution. The Bank shall cremate cancelled Bonds and transmit to the Issuer a certificate of destruction therefor. The Bank shall adhere, with respect to transfer of the Bonds, to the standards for efficiency and transfer agent performance established in Securities and Exchange Commission Rules 17AD-2 through 7 under the Securities Exchange Act, most particularly Rule 17Ad-2, which requires that registered transfer agents process at least ninety percent (90%) of routine items (such as certificates presented for transfer) received during any month within three (3) business days of their receipt. 4. The Bank shall be obligated to act only in accordance with the Resolution and any written instructions received in accordance therewith, and is authorized hereby to comply with any orders, judgments, or decrees of any court with or without jurisdiction and shall not be liable as a result of its compliance with the same. 5. The Bank may rely absolutely upon the genuineness and authorization of the signature and purported signature of any party upon any instruction, notice, release, request, affidavit, or other document delivered to it pursuant to the Resolution. 6. To the extent allowed by Florida law, the Issuer hereby agrees to indemnify the B~nk and hold it harmless from any and all claims, liabilities, losses, actions, suits, or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Registrar and Paying Agent under the Resolution, unless caused by the Bank's willful misconduct or negligence; and in connection therewith, to indemnify the Bank against any and all expenses, including attorneys' fees and the costs of defending any action, suit, or proceeding, or resisting any claim. 7. The Bank may consult with counsel of its own choice and shall have sole and complete authorization and protection for any action taken or suffered by it under the Resolution in good faith and in accordance with the opinion of such counsel. The Bank shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by the Bank's willful misconduct or negligence. 8. In consideration of the services rendered by the Bank as Registrar and Paying Agent, the Issuer agrees to and shall pay to the Bank an annual fee of $250.00 during the term of this Agreement, payable annually, and all expenses, charges, attorneys' fees, and other disbursements incurred by it o~ its attorneys, agents, and employees in and about the acceptance and performance of its powers and duties as Registra~ and Paying Agent. 9. The Bank shall, at all times, when requested to do so by the Issuer, furnish full and complete information pertaining to its functions as the Registrar and Paying Agent with regard to the Bonds, and shall without further authorization, execute all necessary and proper deposit slips, checks, certificates and other documents with reference thereto. 10. Either of the parties hereto, at its option, may cancel this Agreement after giving thirty (30) days written notice to the other party of its intention to cancel, and this Agreement may be cancelled at any time by mutual consent of the parties hereto. This Agreement shall terminate without further action upon finsl payment of the Bonds and the interest appertaining thereto. 11. In the event of a cancellstion of this Agreement, the Issuer shall deliver any proper and necessary releases to the Bank upon demand and the Bank shall u~on demand pay over the funds on deposit in connection with the Bonds and surrender all registration books and related re~ords, and the Issuer may appoint and name a successor to act as Registrar and Paying Agent for the Bonds. The Issuer shall, in such event, notify all holders of the Bonds of the appointment and name of the successor, by providing notice in the manner required by the Resolution for the redemption of the Bonds. 12. This Agreement shall not be assigned by either party without written consent of the other party. 13. No modification of this Agreement shall be valid unless made by a written agreement, executed and approved by the parties hereto. 14. Should any section or part of any section of this Agreement be declared void, invalid, or unenforceable by any court of law fo~ any reason, such determination shall not render void, invalid, or unenforceable any other section or other part of any section of this Agreement. 15. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their efficial seals to be hereunto affixed and attested as of the date first above written. Attested: CITY OF BOYNTON BEACH, FLORIDA By: By: City Clerk Mayor (SEAL) FIRST UNION NATIONAL BANK OF FLORIDA By: Its ~ ~ 5636M/12 EXHIBIT "B" BOND PURCHASE CONTRACT