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HomeMy WebLinkAboutExhibit 30Exhibit "F" Form of Trustee, Tender Agent, Paying Agent and Registrar Agreement TRUSTEE, TENDER AGENT, PAYING AGENT AND REGISTRAR AGREEMENT THIS TRUSTEE, TENDER AGENT, PAYING AGENT AND REGISTRAR AGREEMENT ("Agreement"), dated as of June 2008, by and between THE CITY OF MIANII, FLORIDA (the "City"), and TD BANK, NATIONAL ASSOCIATION, a national banking association, having its designated office in Jacksonville, Florida (the "Bank"). WITNESSETH: WHEREAS, the City, by the Bond Ordinance (as hereinafter defined), has designated the Bank as Trustee, Tender Agent, Paying Agent and Registrar for it's $ Tax -Exempt Variable Rate Parking System Revenue Refunding Bonds, Series 2008 and its $ Tax - Exempt Variable Rate Parking System Revenue Refunding Bonds, Series 2008, consisting of one or more subseries, dated and delivered May 1, 2008 (the "2008 Bonds"); and WHEREAS, the City and the Bank desire to set forth the Bank's duties as Trustee, Tender Agent, 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 Trustee, Tender Agent, Paying Agent and Registrar for the 2008 Bonds and to perform the duties of Trustee, Tender Agent, Paying Agent and Registrar as specified in or contemplated by that certain Ordinance No. 11693, enacted by the City of Miami, Florida (the "City") on August 14, 1998 (as supplemented and amended, and in particular, as amended by Ordinance No. 11719, enacted by the City on October 27, 1998 and as supplemented by that certain Ordinance No. enacted by the City on , 2008 (collectively, the "Bond Ordinance"). The Bank is authorized to do business in Florida and carry out the duties and obligations contemplated herein. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Bond Ordinance. SECTION 2. DEPOSIT OF FUNDS; ACCEPTANCE OF EACH BOND CREDIT FACILITY. The City shall deposit or cause to be deposited with the Bank into the appropriate funds and accounts established under the Bond Ordinance on or before the Business Day prior to the date payment is due on the 2008 Bonds, sufficient funds from Net Revenues pledged for the payment of the 2008 Bonds under the Bond Ordinance to pay when due and payable the principal of, premium, if any, and interest on the 2008 Bonds (or to reimburse each Bond Credit Facility Issuer for amounts drawn under each Bond Credit Facility, to pay when due and payable the principal of, premium, if any, and interest on the 2008 Bonds) and to pay any amounts due and owing under the Swap. The Bank shall accept delivery of and hold each Bond Credit Facility obtained by the City in connection with the 2008 Bonds, and shall draw on and apply the proceeds of each Bond Credit Facility in accordance with the terms thereof and the terms of the Bond Ordinance. ORl1 \CORPSEC\1111877.1 37124/0003 JS js 6/6/2008 4:48 PM SECTION 3. USE OF FUNDS; CANCELED BONDS. The Bank shall use the funds received from the City pursuant to Section 2 of this Agreement to pay the principal of, premium, if any, and interest on the 2008 Bonds in accordance with the Bond Ordinance (or to reimburse each Bond Credit Facility Issuer for draws on the Bond Credit Facility for such purpose). The Bank shall cremate canceled 2008 Bonds and transmit to the City a certificate of destruction therefor. SECTION 4. STATEMENTS. Each month during the tern of this Agreement, or as often as the Bank normally distributes statements for similar accounts, the Bank shall prepare and shall send to the City 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 Bond Ordinance 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 pursuant to the Bond Ordinance. SECTION 7. COUNSEL; LIMITED LIABILITY. The Bank may consult with counsel (licensed to practice in Florida) of its own choice and shall have sole and complete authorization and protection for any action taken or suffered by it under the Bond Ordinance 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 its willful misconduct or negligence. SECTION 8. FEES AND EXPENSES. In consideration of the services rendered by the Bank under this Agreement, the City agrees to and shall pay to the Bank its proper fees and all expenses, charges, attorneys' fees and other disbursements incurred by it or its attorneys, agents and employees in and about the performance of its powers and duties under this Agreement as set forth in the attached Exhibit A_ The Bank shall not be obligated to allow and credit interest upon any moneys in respect of principal, interest or premium, if any, due in respect of the 2008 Bonds, which it shall at any time receive under any of the provisions of the Bond Ordinance or this Agreement. SECTION 9. FURNISHING INFORMATION; AUTHORIZATION. The Bank shall, at all times, when requested to do so by the City, furnish full and complete information pertaining to its functions under this Agreement and shall without further authorization, execute all necessary and proper deposit slips, checks, certificates and other documents with reference thereto. 2 O RL1 kCORPSEC11111977.1 37124/0003 JSjs 6/612008 4:48 PM SECTION 10. TERMINATION; EXPIRATION. Subject to the terms of the Bond Ordinance, either of the parties hereto, at its option, may terminate this Agreement after giving thirty (30) days written notice to the other party of its intention to terminate this Agreement, and this Agreement may be terminated at any time by mutual consent of the parties hereto. This Agreement shall expire without further action upon final payment of the 2008 Bonds and the interest appertaining thereto. SECTION 11. SURRENDER OF FUNDS, REGISTRATION RECORDS; NOTIFICATION OF BONDHOLDERS. In the event of a termination of this Agreement, the City shall deliver any reasonable, proper and necessary releases to the Bank (in a form reasonably acceptable to the Bank and the City) upon demand by the Bank and the Bank shall upon demand by an Authorized Officer of the City pay over the funds on deposit with the Bank under this Agreement in connection with the 2008 Bonds and surrender all registration books and related records to or upon the order of the City, and the City may appoint and name a successor to act as Trustee, Tender Agent, Paying Agent and Registrar for the 2008 Bonds. The City shall, in such event, at its expense, notify all holders of the 2008 Bonds of the appointment and name of the successor, by providing notice in the manner required for the redemption of the 2008 Bonds. SECTION 12. NONASSIGNABILITY. This Agreement shall not be assigned by either party without written consent of the other party. SECTION 13. MODIFICATION. No modification of this Agreement shall be valid unless made by a written agreement, duly executed and approved by the parties hereto. SECTION 14. SEVERABILITY. Should any action or part of any section 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 15. GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. SECTION 16. 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 Trustee, Tender Agent, 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. SECTION 17. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. [SIGNATURE PAGE TO FOLLOW] 3 ORL1ICORPSEC11111977.1 37124/0003 JS js 6/6/2006 4:40 PM IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or agents and their official seals to be affixed and attested as of the date first set forth above. [SEAL] [SEAL] ORL11PFCP1917914.1 12842/0971 THE CITY OF MIAMI, FLORIDA By: Its: TD BANK, NATIONAL ASSOCIATION By: Its: S-1