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HomeMy WebLinkAboutExhibit BEXHIBIT B FORM OF THE PAYING AGENT AND REGISTRAR AGREEMENT REGISTRAR AND PAYING AGENCY AGREEMENT between CITY OF MIAMI, FLORIDA and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 0 1 PertaininF I $ [PAR] City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024C Dated as of August 1, 2024 88272236.v2 TABLE OF CONTENTS ARTICLE PAGE Recitals 1 Article One Appointment Of Bank As Registrar And Paying Agent Section 1.01. Appointment. 1 Section 1.02. Compensation. 1 Article Two Definitions Section 2.01. Definitions 2 Article Three Paying Agent • T Section 3.01. Duties of Paying Agent. 3 Section 3.02. Payment Dates. 4 Article Four Registrar Section 4.01. Authentication of Bonds. 4 Section 4.02. Transfer and Exchange. 4 Section 4.03. Reserved 5 Section 4.04. Form of Register. 5 Section 4.05. List of Bondholders 5 Section 4.06. Cancellation of Bonds 5 Section 4.07. Mutilated, Destroyed, Lost, or Stolen Bonds 6 Section 4.08. Reserved 6 Article Five The Bank Section 5.01. Duties of Bank. 6 Section 5.02. Reliance on Documents, etc 7 Section 5.03. Recitals of Issuer. 8 Section 5.04. May Hold Bonds. 8 Section 5.05. Money Held by Bank. 8 Section 5.06. Custodial Funds. 9 Section 5.07. Mergers or Consolidations. 9 Section 5.08. Indemnification. 9 Section 5.09. Interpleader. 9 Article Six Miscellaneous Provisions Section 6.01. Amendment. 10 Section 6.02. Assignment. 10 Section 6.03. Termination; Resignation; Removal. 10 Section 6.04. Notices. 11 Section 6.05. Effect of Headings. 11 Section 6.06. Successors and Assigns 11 Section 6.07. Severability. 11 Section 6.08. Benefits of Agreement. 12 Section 6.09. Entire Agreement. 12 Section 6.10. Counterparts. 12 Section 6.11. Governing Law. 12 Exhibit A — Fees and Expenses --tfrk I" I ii REGISTRAR AND PAYING AGENCY AGREEMENT THIS REGISTRAR AND PAYING AGENCY AGREEMENT (the or this "Agreement") dated as of August 1, 2024, is by and between the CITY OF MIAMI, FLORIDA (the "Issuer") and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., organized and existing under the laws of the United States of America having a corporate trust office in Jacksonville, Florida (the "Bank"). WHEREAS, the Issuer has duly authorized and provided for the issuance of its Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024C, in the aggregate principal amount of $[PAR] (collectively, the "Bonds"), to be issued as registered securities without coupons; WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be taken upon the issuance and delivery thereof; WHEREAS, the Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying the principal, redemption premium, if any, and interest on the Bonds, in accordance with the terms thereof, and that the Bank act as Registrar for the Bonds; WHEREAS, the Issuer and the Bank have duly authorized the execution and delivery of this Agreement, and all things necessary to make this Agreement the valid agreement of the Issuer and the Bank, in accordance with its terms, have been done; 1 NOW, THEREFORE, it is mutually agreed to the following terms: ARTICLE ONE APPOINTMENT OF BANK AS REGISTRAR AND PAYING AGENT Section 1.01. Appointment. (a) The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, in paying to the Bondholders of the Bonds the principal, redemption premium, if any, and interest on all or any of the Bonds, or the purchase price thereof, as applicable. (b) The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. (c) The Bank hereby accepts its appointment and agrees to act as the Paying Agent and Registrar. Section 1.02. Compensation. As compensation for Bank's services as Registrar and Paying Agent, the Issuer agrees to pay the Bank the fees and amounts set forth in Exhibit A hereto annually in advance while this 1 Agreement is in effect. The Issuer agrees to reimburse the Bank for any reasonable expenses disbursements incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agent and counsel). Such fees and expenses shall be paid to the Bank as billed. ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms have the following meanings when used in this Agreement: "Authorized Representative" means an authorized representative of the Issuer, as designated by the City Commission from time to time and shall initially include the Mayor, City Manager and the Director of Finance. "Bank" means The Bank of New York Mellon Trust Company, N.A., having a corporate trust office in Jacksonville, Florida. "Bank Office" means the corporate trust office of the Bank located in Jacksonville, Florida. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond" or "Bonds" mean any or all of the City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024C. "Bond Purchase Agreement" means the Bond Purchase Agreement dated July 17, 2024, between the Issuer and Siebert Williams Shank & Co., LLC, on behalf of itself and Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC, as the underwriters. "Bond Resolution" means the resolution, order or ordinance of the governing body of the Issuer pursuant to which the Bonds are issued, certified by any officer of the Issuer and delivered to the Bank. "Bondholder" means the Person in whose name a Bond is registered in the Register. "Electronic Means" shall mean the following communication methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Bank, or another method or system specified by the Bank as available for use in connection with its services hereunder. "Fiscal Year" means the 12-month period ending September 30th of each year. "Issuer" means the City of Miami, Florida, its successors and assigns. 2 "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by an Authorized Representative, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Paying Agent" means the Bank when it is performing the functions associated with the terms in this Agreement. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same obligation as that evidenced by such particular Bond (and, for the purposes of this definition, any Bond registered and delivered under Section 4.06 in lieu of a mutilated, lost, destroyed or stolen Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed or stolen Bond). "Register" means a register in which the Issuer shall provide for the registration and transfer of Bonds. "Responsible Officer" when used with respect to the Bank means the President or Vice President of the Board of Directors, the Chairman or Vice Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "State" means the State of Florida. "Stated Maturity" means the date specified in the Bond Purchase Agreement as the fixed date on which the principal of the Bond is due and payable. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. (a) The Bank, as Paying Agent and on behalf of the Issuer, shall pay to the Bondholder, at the Stated Maturity and upon the surrender of the Bond or Bonds so maturing at the designate corporate trust operations office, the principal amount of the Bond or Bonds then maturing, in accordance with the provisions of the Bond Resolution, provided that the Bank shall have been provided by or on behalf of the Issuer adequate collected funds to make such payment. 3 (b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest when due on the Bonds to each Bondholder of the Bonds as shown in the Register at the close of business on the record date, provided that the Bank shall have been provided by or on behalf of the Issuer adequate collected funds to make such payments; such payments shall be made by computing the amount of interest to be paid each Bondholder, preparing the checks, and mailing the checks on each interest payment date addressed to each Bondholder's address as it appears on the Register. (c) In the case of registered Bondholder of $1,000,000 or more of Bonds, the payments to be made to such Bondholder may be by wire transfer to a domestic bank account specified in writing by such registered Bondholder. (d) Whenever a letter of credit is in effect, the Paying Agent shall draw amounts under the letter of credit in accordance with the terms and conditions set forth therein at the times, in the manner and for the purposes set forth in the Bond Resolution to the extent necessary to make full and timely payment of the principal or purchase price of and interest on the Bonds in accordance with the Bond Resolution. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of, premium, if any, and interest on the Bonds at the dates specified in the Bond Purchase Agreement. ARTICLE FOUR s r REGISTRAli Section 4.01. Authentication of Bonds. 1 The Issuer may deliver executed Bonds to the Bank for authentication and the Bank shall manually authenticate and deliver such Bonds in accordance with written instructions of the Issuer and not otherwise. No Bond shall be entitled to any benefit under the Bond Resolution or be valid for any purpose unless such Bond shall bear thereon a certificate of authentication substantially in the form set forth in the form of Bond set out in the Bond Resolution executed on behalf of the Bank with the manual signature of an authorized signatory of the Bank. Such certificate of authentication executed as aforesaid on a Bond shall be conclusive evidence that such Bond has been authenticated and delivered under the Resolution. Section 4.02. Transfer and Exchange. (a) The Issuer shall keep the Register at the designated corporate trust operations office, and subject to such reasonable written regulations as the Issuer may prescribe, which regulations shall be furnished the Bank herewith or subsequent hereto by Issuer Order, the Issuer shall provide for the registration and transfer of the Bonds. The Bank is hereby appointed "Registrar" for the purpose of registering and transferring the Bonds as herein provided. The Bank agrees to accept the appointment as Registrar for the Bonds and maintain the Register while it is Registrar. 4 (b) The Registrar hereby agrees that at any time while any Bond is outstanding, the Bondholder may deliver such Bond to the Registrar for transfer or exchange, accompanied by instructions from the Bondholder, or the duly authorized designee of the Bondholder, designating the persons, the maturities, and the principal amounts to and in which such Bond is to be transferred and the addresses of such persons; the Registrar shall thereupon, within not more than three (3) business days, register and deliver such Bond or Bonds as provided in such instructions. The provisions of the Bond Resolution shall control the procedures for transfer or exchange set forth herein to the extent such procedures are in conflict with the provisions set forth herein. (c) Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfers, in form satisfactory to the Bank, duly executed by the Bondholder thereof or his attorney duly authorized in writing. The Bank shall manually authenticate every Bond surrendered for transfer or exchange in accordance with Section 4.01 hereof. (d) The Registrar may request any supporting documentation necessary to effect a re - registration. (e) No service charge shall be made to the Bondholder for any registration, transfer, or exchange of Bond, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Section 4.03. Reserved. Section 4.04. Form of Register. T The Bank as registrar will maintain the records of the Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Register in any form other than a form which the Bank has currently available and currently utilizes at the time. Section 4.05. List of Bondholders. (a) The Bank will provide the Issuer at any time requested in writing by the Issuer, upon payment of the cost, if any, of reproduction, a copy of the information contained in the Register. The Issuer may also inspect the information in the Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. (b) The Bank will not release or disclose the content of the Register to any person other than to, an Authorized Representative or employee of the Issuer, except upon receipt of a subpoena or court order. Upon receipt of a subpoena or court order and as permitted by law, the Bank will notify the Issuer so that the Issuer may contest the subpoena or court order. Section 4.06. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be 5 delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Bank. All canceled Bonds held by the Bank shall be disposed of by the Bank. Section 4.07. Mutilated, Destroyed, Lost, or Stolen Bonds. (a) Subject to the provisions of this Section 4.07, the Issuer hereby instructs the Bank to deliver fully registered Bonds in exchange for or in lieu of mutilated, destroyed, lost or stolen Bonds as long as the same does not result in an overissuance, all in conformance with the requirements of the Bond Resolution. (b) If (i) any mutilated Bond is surrendered to the Bank, or the Issuer and the Bank receives evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the Issuer and the Bank such security or indemnity as may be required by the Bank to save and hold each of them harmless, then, in the absence of notice to the Issuer or the Bank that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Bank shall register, manually authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same stated maturity and of like tenor and principal amount bearing a number not contemporaneously outstanding. (c) Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the Bond Resolution equally and ratably with all other outstanding Bonds. (d) Upon the satisfaction of the Bank and the Issuer that a Bond has been mutilated, destroyed, lost or stolen, and upon receipt by the Bank and the Issuer of such indemnity or security as they may require, the Bank shall cancel the Bond number on the Bond registered with a notation in the Register that said Bond has been mutilated, destroyed, lost or stolen, and a new Bond shall be issued of the same series and of like tenor and principal amount bearing a number, according to the Register not contemporaneously outstanding. (e) The Bank may charge the Bondholder the Bank's fees and expenses in connection with issuing a new Bond in lieu of or exchange for a mutilated, destroyed, lost or stolen Bond. Section 4.08. Reserved. Section 5.01. Duties of Bank. ARTICLE FIVE THE BANK 6 The Bank undertakes to perform the duties set forth herein and in accordance with the Bond Resolution which shall be deemed purely ministerial in nature. The Bank hereby agrees to use the funds deposited with it for payment of the principal of, redemption premium, if any, and interest on the Bonds to pay the Bonds as the same shall become due and further agrees to establish and maintain all accounts and funds as may be required for the Bank to function as Paying Agent. Section 5.02. Reliance on Documents, etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) The Bank shall not be liable for any error of judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake in law or fact, or for anything it may do or refrain from doing in connection herewith, other than its own gross negligence or willful misconduct. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, certificate, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Bonds, but is protected in acting upon receipt of Bonds containing an endorsement or instruction of transfer or power of transfer in the manner required by the Bond Resolution and which appears on its face to be signed by the Bondholder or an attorney -in -fact of the Bondholder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, direction, consent, order, certificate, note, security paper or document supplied by Issuer. (e) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. (f) The Bank may consult with counsel, and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. The Bank shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Agreement and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Bank an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Representatives") and containing specimen signature of such Authorized Representative, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Bank Instructions using Electronic Means and the Bank in its discretion 7 elects to act upon such Instructions, the Bank's understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that the Bank cannot determine the identity of the actual sender of such Instructions and that the Bank shall conclusively presume that direction that purport to have been sent by an Authorized Representative listed on the incumbency certificate provided to the Bank have been sent by such Authorized Representative The Issuer shall be responsible for ensuring that only Authorized Representatives transmit such Instructions to the Bank and that the Issuer and all Authorized Representatives are solely responsible to safeguard that use and confidentiality of applicable user and authorization codes, password and/or authentication keys upon receipt by the Issuer. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with subsequent written Instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Bank, including without limitation, the risk of the Bank acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Bank and that there may be more secure methods of transmitting Instructions that the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Bank immediately upon learning of any compromise or unauthorized use of the security procedures. Section 5.03. Recitals of Issuer. 11 (a) The recitals contained herein, in the Bond Resolution and in the Bonds shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. (b) The Bank shall in no event be liable to the Issuer, any Bondholder or Bondholders or any other Person for any amount due on any Bond. Section 5.04. May Hold Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Money Held by Bank. (a) Money held by the Bank hereunder need not be segregated from any other funds provided appropriate accounts are maintained. (b) The Bank shall be under no liability for interest on any money received by it hereunder. (c) Any money deposited with the Bank for the payment of the principal of, redemption premium, if any, or interest on any Bond and remaining unclaimed for three (3) years after the date on which such Bonds have become payable shall be repaid to the Issuer, and such Bonds, subject to the defense of any applicable statute of limitations, shall thereafter be an unsecured obligation of the Issuer, and the Bondholder shall look only to the Issuer for payment and then only to the 8 extent of the amounts so received, without any interest thereon and the Bank shall have no responsibility with respect to such money. Section 5.06. Reserved. Section 5.07. Mergers or Consolidations. Any corporation into which the Bank, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Bank or any successor to it shall be a party shall be the successor Bank under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 5.08. Indemnification. The Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and keep harmless the Bank and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements), which may be imposed on, incurred by, or asserted against, at any time, the Bank by Persons other than the Issuer and in any way relating to or arising out of the execution and delivery of this Agreement, the acceptance of the funds and securities deposited hereunder, and any payment, transfer or other application of funds and securities by the Bank in accordance with the provisions of this Agreement; or any other duties of the Bank hereunder; provided, however, that the Issuer shall not be required to indemnify the Bank against its own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Bank as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement. Section 5.09. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its persons as well as funds on deposit, waive personal service of any process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth in Section 6.04 hereof shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person other than the Issuer claiming any interest herein. Any court action in which the Issuer may have an interest shall be filed in a court of competent jurisdiction located in Miami -Dade County, Florida. 9 ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Termination; Resignation; Removal. (a) This Agreement will terminate on the date of final payment by the Bank issuing its checks for the final payment of principal and interest of the Bonds. (b) The Bank at any time may resign and be discharged of the duties and obligations imposed upon the Bank as Registrar and Paying Agent under this Agreement, by giving written notice thereof to the Issuer at least thirty (30) days prior to the effective date of such resignation. In the event the Bank ceases to be eligible to serve as Registrar and Paying Agent in accordance with the provisions of the Bond Resolution, the Bank shall resign immediately. In any event, resignation of the Bank as Registrar and Paying Agent shall not become effective until a successor Registrar and Paying Agent shall have been appointed by the Issuer in accordance with the terms set forth in Section 6.03(d) hereof. If at the end of the 30 days notice period a successor Registrar and Paying Agent have not been appointed, the Bank shall have the right to petition a court of competent jurisdiction to appoint a successor paying agent and registrar. (c) The Bank may be removed from serving as Registrar and Paying Agent under this Agreement at any time by the Issuer by an instrument in writing delivered at least fifteen (15) days prior to the effective date of such removal to the Bank; provided, however, that such removal of the Bank as Registrar and Paying Agent shall not become effective until a successor Registrar and Paying Agent shall have been appointed by the Issuer in accordance with the terms set forth in Section 6.03(d) hereof. (d) If the Bank shall resign, be removed or become incapable of acting as Registrar and Paying Agent for any cause, the Issuer, shall promptly appoint a successor paying agent for the Bonds, subject to the conditions set forth in the Bond Resolution, by an instrument in writing delivered to the retiring Bank; provided, however, that such removal or resignation of the Bank as Registrar and Paying Agent shall not become effective until a successor Registrar and Paying Agent shall have been appointed by the Issuer in accordance with the terms of the Bond Resolution. If such appointment is not made within sixty (60) days from the date of written notice, the Bank shall deliver all records and any unclaimed funds to the Issuer. However, the Bank is entitled to payment of all outstanding fees and expenses before delivering records to the Issuer. In the event this Agreement is terminated by giving written notice, then the Bank agrees, upon request by the 10 Issuer, to give notice by first-class mail to all registered holders of the name and address of the successor Paying Agent and Registrar. Expenses for such notice shall be paid by the Issuer. Any successor Registrar and Paying Agent appointed by the Issuer shall be either a national or a state banking institution, and shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and registered with the Securities and Exchange Commission. The provisions of Section 1.02 shall survive, and remain in full force and effect following the termination of this Agreement. Section 6.04. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed first class postage prepaid or hand delivered to the Issuer or the Bank, or sent Electronic Means if confirmed in writing and sent as specified above, respectively, at the addresses shown below: (a) if to the Issuer: City of Miami, Florida Attention: City Manager 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Facsimile: 305-416-1801 1 (b) if to the Bank: The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 Elizabeth Graham, Vice President Telephone: 904-645-1936 Email: elizabeth.graham@bnymellon.com Section 6.05. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.06. Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their respective successors and assigns whether so expressed or not. Section 6.07. Severability. In case any provision herein shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 11 Section 6.08. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.09. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.10. Counterparts. This Agreement may be executed in any number of counterparts, each which shall be deemed an original and all of which shall constitute one and the same Agreement. State. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the A, -imr [Rem nder of Page Intentionally Left Blank; Signature Pages Follow.] ■ i 1 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date written above. [SEAL] CITY OF MIAMI, FLORIDA By: Arthur Noriega V, City Manager Attest: By: Todd B. Hannon, City Clerk Approved as to Form and Correctness: Approved as to Insurance Requirements: By: By: George K. Wysong III, Esq. Ann -Marie Sharpe, Risk Management City Attorney J Director rI [Signature Page Registrar and Paying Agency Agreement] (Miami Forever Infrastructure Projects), Series 2024C S-1 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Registrar and Paying Agent By: Timothy Cox, Senior Associate DRAFT [Signature Page 1 Registrar and Paying Agency Agreement] (Miami Forever Infrastructure Projects), Series 2024C S-2 EXHIBIT A FEES AND EXPENSES Fee for services as Registrar and Paying Agent will be paid annually and in advance per the attached fee schedule. In addition to the foregoing annual fees, the Registrar and Paying Agent shall be entitled to reimbursement for its reasonable out-of-pocket costs and disbursements, including, without limitation, the reasonable fees and expenses of its counsel, associated with the performance of its duties under the Registrar and Paying Agent Agreement. DRAFT