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HomeMy WebLinkAboutExhibit 2Exhibit " B" Paying Agent and Registrar Agreement /0 05i�/6-- PAYING AGENT AND REGISTRAR AGREEMENT THIS PAYING AGENT AND REGISTRAR AGREEMENT, dated as of 2009, by and between CITY OF MIAMI, FLORIDA (the "Issuer") having its principal place of business at 3500 Pan American Drive, Miami, Florida 33133, and having its place of business at (the "Bank"). WITNESSETH: WHEREAS, the Issuer, by the Resolution (as hereinafter defined), has designated the as Paying Agent and Registrar for its Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2009A (Marlins Stadium Project) (the "Series 2009A Bonds"), Taxable Special Obligation Parking Revenue Bonds, Series 2009B (Marlins Stadium Project) (the "Series 2009B Bonds") and Special Obligation Parking Revenue Bonds, Series 2009C (Marlins Stadium Project) (the "Series 2009C Bonds, together with the Series 2009A Bonds and the Series 2009B Bonds, collectively, the "Series 2009 Bonds'); and WHEREAS, the Issuer and the Bank desire to set forth the Bank's duties as Paying Agent and Registrar and the compensation to be paid the Bank for its services. NOW, THEREFORE, it is agreed by the parties hereto as follows: Section 1. Duties. The Bank agrees to serve as Paying Agent and Registrar for the Series 2009 Bonds and to perform the duties of Paying Agent and Registrar as specified in or contemplated by Resolution No. adopted by the City on October 22, 2009 (the "Resolution"), relating to the issuance of the Series 2009 Bonds. Section 2. Deposit of Funds. The Issuer shall deposit or cause to be deposited with the Bank, one day prior to the date due, sufficient funds from the funds pledged for the payment of the Series 2009 Bonds under the Resolution to pay when due and payable the principal of, premium, if any, and interest on the Series 2009 Bonds. Section 3. Use of Funds; Canceled Bonds. The Bank shall use the funds received from the Issuer pursuant to Section 2 of this Agreement to pay the principal of, premium, if any, and interest on the Series 2009 Bonds in accordance with the Resolution. The Bank shall destroy canceled Series 2009 Bonds and transmit to the Issuer a certificate of destruction therefor. Section 4. Statements. The Bank shall prepare and shall send to the Issuer upon request written statements of account relating to all transactions effected by the Bank pursuant to this Agreement. Section 5. Obligation to Act. The Bank shall be obligated to act only in accordance with the Resolution and any written instructions received in accordance therewith; provided, however, that the Bank 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. Section 6. Reliance by Bank. 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 purportedly pursuant to the Resolution. Section 7. Indemnity. To the extent permitted by law, the Issuer hereby agrees to indemnify the Bank and hold it harmless from any and all claims, liabilities, losses, action, suits of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Paying Agent or Registrar under the Resolution, unless caused by its 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 an action, suit, or proceeding, or resisting any claim whether or not such claim is actually filed. The Issuer's obligations hereunder shall survive any termination of this Agreement. Section 8. Counsel; Limited Liability. 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. 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 its willful misconduct or gross negligence. Section 9. Fees and Expenses. In consideration of the services rendered by the Bank as Paying Agent and Registrar, the Issuer agrees to and shall pay to the Bank its proper fees and all expenses, charges, attorney's fees, and other disbursements incurred by it or its attorneys, agents, and employees in and about the performance of its powers and duties as Registrar and Paying Agent as set forth in the attached Exhibit A. The Bank shall not be obligated to allow and credit interest upon any unclaimed moneys in respect of principal, interest or premium, if any, due in respect of the Series 2009 Bonds, which it shall at any time receive under any of the provisions of the Resolution or this Agreement. Section 10. Furnishing Information; Authorization. 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 Series 2009 Bonds, and shall without further authorization, execute all necessary and proper deposit slips, checks, certificates and other documents with reference thereto. Section 11. Cancellation; Termination 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 canceled at any time by mutual consent of the parties hereto. 2 This Agreement shall terminate without further action upon final payment of the Series 2009 Bonds and the interest appertaining thereto. Subject to applicable escheat laws, if any Series 2009 Bond shall not be presented for payment within the period of three years following the date when such Series 2009 Bond becomes due, whether by maturity or otherwise, the Paying Agent shall return to the Issuer the funds theretofore held by it for payment of such Series 2009 Bond and such Series 2009 Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the Issuer. Section 12. Surrender of Funds, Registration Records; Notification of Bondholders. In the event of a cancellation of this Agreement, the Issuer shall deliver releases to the Bank upon demand and the Bank shall thereafter upon demand pay over the funds on deposit with the Bank as Paying Agent and Registrar in connection with the Series 2009 Bonds and surrender all registration books and related records, and the Issuer may appoint and name a successor to act as Paying Agent and Registrar of the Series 2009 Bonds. The Issuer shall, in such event, at its expense, notify all holders of the Series 2009 Bonds of the appointment and name of the successor, by providing notice in the manner required for the redemption of the Series 2009 Bonds. Section 13. Non -assignability. This Agreement shall not be assigned by either party without the written consent of the other party. Section 14. Modification No modification of this Agreement shall be valid unless made by a written agreement, executed and approved by the parties hereto. Section 15. Severability. Should any action or part of this Agreement be declared void, invalid, or unenforceable by any court of law for any reason, such determination shall not render void, invalid, or unenforceable any other section or other part of any section of this Agreement. Section 16. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Section 17. Merger or Consolidation of the Bank. Any corporation into which the Bank may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Bank shall be a party, shall be the successor Paying Agent and Registrar under this Agreement, without the execution or filing of any paper or any further act on the part of the parties hereto. 3 PAYING AGENT AND REGISTRAR AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their official seals to be hereunto affixed and attested as of the date first above written. (SEAL) ATTEST: By: City Clerk Approved as to form and correctness: By: City Attorney Approved as to Insurance requirements: By: Risk Management Director S-1 CITY OF MIAMI, FLORIDA Mayor (SEAL) PAYING AGENT AND REGISTRAR AGREEMENT I:%101: By: Name: Title: S-2 /6�7GoSi/U�- EXHIBIT A - ,4/)A4- 4,6�Al7- 44/7 R€�is7i�2����� Fee for services as Paying Agent and Registrar Agreement will be a fee of $ payable in advance, together with reimbursement of out-of-pocket expenses actually incurred. A-1