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81-031
SOUTHEAST BANK, N.A.
REGISTRAR AGREEMENT
RECEIVElJ NOV - 5 1981
This Agreement, made as of this
27
day of
October
19~,
between
CITY OF CLERMONT
having
its
principal
offices
at 1 Westgate Plaza. Clermont. Florida
(hereinafter
referred
to
as
"Issuer")
and
SOUTHEAST BANK,
N .A.,
a national banking
institution,
having
its principal
offices at Miami, Florida (hereinafter
called "SOUTHEAST").
WHEREAS, the Issuer has heretofore duly authorized and issued and
there
is
now outstanding $ 1.440.000 water & sewer revenue ref. Bonds dated
November 1. 1972
WHEREAS, the Issuer is desirous of appointing SOUTHEAST to act as
Registrar
for
said
Bonds
and
SOUTHEAST
is
desirous
of
accepting
such
appointment.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1.
SOUTHEAST is hereby appointed Registrar for said Bonds upon the terms and
conditions herein set forth.
The Registrar shall have the powers and
authority granted to and conferred upon it by the Bonds; and such further
powers and authority as the Issuer may hereafter grant to or confer upon
the Registrar as it may accept.
2.
SOUTHEAST agrees to register and reregister title to any such Bonds, in
such manner and from time to time, as it shall be requested to do so by
the owner of any such Bond.
Such registration shall be as to principal
and
interest
together,
all
as
shall be authorized by the
Issuer.
SOUTHEAST agrees to keep such books and records of Bonds so registered
and to make such books and records available for inspection by the Issuer
whenever it shall so reasonably request.
3.
SOUTHEAST agrees to pay by check to the registered owner of such Bonds,
from funds available to it from the Issuer, all sums due the registered
owner as the same become due, subject to reasonable processing time as
needed for the security of the Bondholder and the Issuer.
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4.
SOUTHEAST hereby accepts its obligation herein set forth, upon the terms
and conditions hereof,
including the following, to all of which the
Issuer agrees:
a)
SOUTHEAST shall be entitled to compensation as determined between
the parties hereto from time to time, for all services rendered by
it, and the Issuer agrees to promptly pay such compensation and to
reimburse
reasonable
out-of-pocket
expenses
SOUTHEAST
for
its
incurred by it in connection with the services rendered hereunder.
The Issuer also agrees to indemnify SOUTHEAST for, and hold it
harmless against any loss, liability or expense incurred without
gross negligence or bad faith on the part of SOUTHEAST, arising out
of or in connection with its acting hereunder, as well as the costs
and expenses of defending against any claim or liability in the
premises.
b)
SOUTHEAST shall be protected and
incur no liability for or in
respect to the validity of this agreement or of the Bonds or any
action taken, omitted to be taken, or things suffered by it in
reliance, without gross negligence or bad faith, upon any Bond,
notice, direction, consent, certificate, affidavit, statement, or
other paper or document reasonably believed by it to be genuine and
to have been deliver~d or signed by the proper parties.
5.
This Agreement may be terminated by either party upon the giving of sixty
(60) days written notice to the other party.
Such sixty (60) day notice
requirement may be waived by the party receiving such notice should such
be" agreed to by the party giving notice.
6.
Nothing contained in this Agreement shall in any way affect the Issuer's
obligations to holders of Bonds under the terms and conditions of the
Bonds.
7.
This Agreement may be amended by the parties hereto, without the consent
of the holders of any Bond.
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8.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida.
IN WITNESS WHEREOF,
the parties hereto have executed this Paying Agency
Agreement as of the date first written above.
Ø-t? ~
By:
Issuer ROBERT A. POOL, MAYOR
CITY OF CLERMONT
By: A.fJ~ '
tr
Southeast Bank, N.A.
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