Loading...
HomeMy WebLinkAboutExhibit CEXHIBIT "C" DRAFT FORM OF TRUSTEE, PAYING AGENT AND REGISTRAR AGREEMENT TRUTSEE, REGISTRAR AND PAYING AGENT AGREEMENT THIS TRUSTEE, REGISTRAR AND PAYING AGENT AGREEMENT, dated as of 2019, by and between the CITY OF MIAMI, FLORIDA, a municipal corporation (the "City"), and TD BANK, NATIONAL ASSOCAITION, a national banking association duly organized and existing under the laws of the United States, having its principal place of business at 1006 Astoria Boulevard, Cheery Hill, New Jersey 08003 (the "Bank"). WITNESSETH: WHEREAS, the City, by the Ordinance No. enacted on October 10, 2019 (the "Series Ordinance"), has designated the Bank as Trustee, Registrar and Paying Agent for its $ Parking System Revenue Refunding Bonds Tax -Exempt, Series 2019 (the "Series 2019 Bonds"); and WHEREAS, the City and the Bank desire to set forth the Bank's duties as Trustee, 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: Section 1. Duties. The Bank agrees to serve as Trustee, Registrar and Paying Agent for the Series 2019 Bonds and to perform the duties of Trustee, Registrar and Paying Agent as specified in or contemplated by Ordinance No. 11693, enacted by the City Commission of the City on August 14, 1998, as supplemented and amended by Ordinance No 11719, enacted by the City Commission on October 27, 1998 (collectively, the "1998 Bond Ordinance" and together with the Series Ordinance, the "Bond Ordinance"). All terms used herein in capitalized form and not otherwise defined herein shall have the same meanings as ascribed to them in the Bond Ordinance. Section 2. Deposit of Funds. The City shall deposit or cause to be deposited with the Bank sufficient funds from the funds pledged for the payment of the Series 2019 Bonds under the Bond Ordinance to pay when due and payable the principal of, premium, if any, and interest on the Series 2019 Bonds. 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 Series 2019 Bonds in accordance with the Bond Ordinance. The Bank shall adhere, with respect to transfer of the Series 2019 Bonds, to the standards for efficiency and "transfer agent" performance established in the Securities and Exchange Act of 1934, as amended. In the event Series 2019 Bonds are delivered to the Bank for cancellation, the Bank, as the Registrar, shall cancel such Series 2019 Bonds in accordance with the Bond Ordinance. Section 4. Authentication. The Bank shall, upon delivery to it by the City of the Series 2019 Bonds, duly executed on behalf of the City as provided in the Bond Ordinance, and upon receipt of evidence satisfactory to it of the due authorization by the City of the terms and the form of the Series 2019 Bonds, (i) authenticate and register the Series 2019 Bonds to Cede & Co. in a principal amount of $ , and deliver them through the "FAST" closing procedure of The Depository Trust Company for credit to the accounts designated by the underwriter thereof, and (ii) thereafter authenticate and, as required by the text or the supporting documents of the Series 2019 Bonds, register the Series 2019 Bonds and deliver them in accordance with the provisions therein, in the Bond Ordinance or herein set forth. Section 5. Statements. 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 on a semi-annual basis. Section 6. 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 7. 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 of the Bond Ordinance. 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 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 9. Fees and Expenses. In consideration of the services rendered by the Bank as Trustee, Registrar and Paying Agent, 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 as Trustee, 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 moneys in respect of principal, interest or premium, if any, due in respect of the Series 2019 Bonds, which it shall at any time receive under any of the provisions of the Bond Ordinance or this Agreement. Section 10. Furnishing Information; Authorization. The Bank shall, at all times, when requested to do so by the City in writing, furnish full and complete information pertaining to its functions as the Trustee, Registrar and Paying Agent with regard to the Series 2019 Bonds, and shall without further authorization, execute all necessary and proper deposit slips, checks, certificates and other documents with reference thereto. 4 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. This Agreement shall terminate without further action upon final payment of the Series 2019 Bonds and the interest appertaining thereto. Section 12. Surrender of Funds, Registration Records; Notification of Bondholders. In the event of a cancellation of this Agreement, the City shall deliver any proper and necessary releases to the Bank upon demand and the Bank shall upon demand pay over the funds on deposit with the Bank as Trustee, Registrar and Paying Agent in connection with the Series 2019 Bonds and surrender all registration books and related records, and the City may appoint and name a successor to act as Trustee, Registrar and Paying Agent for the Series 2019 Bonds. The City shall, in such event, at its expense, notify all holders of the Series 2019 Bonds of the appointment and name of the successor, by providing notice in the manner required for the redemption of the Series 2019 Bonds. Section 13. Nonass�Viabihty. 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. Severabilitv. 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 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 qualified 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, registrar and paying agent under this Agreement, without the execution or filing of any paper or any further act on the part of the parties hereto other than the giving of notice. Section 18. Indemnification. To the extent permitted by law, subject to the provisions of Section 768.28, Florida Statutes and without waiving sovereign immunity, the City hereby assumes liability for, and hereby agrees 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 of whatsoever kind and nature which may be imposed on, incurred by, or asserted against at any time, the Bank (whether or not also indemnified against the same by the City or any other person under N any other agreement or instrument) which relates to or arises out of the execution and delivery of this Agreement, the acceptance of the funds and securities deposited therein, and any payment, transfer or other application of funds or securities by the Bank in accordance with the provisions of this Agreement; provided, however, that the City shall not be required to indemnify the Bank against its own negligence or willful misconduct or that of a third party nor to pay any of the attorneys' fees and costs for the Bank or such third party. In no event shall the City 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. Notwithstanding the foregoing, each party shall bear its own attorney's fees and expenses in any suit by and between the City and the Bank for the negligence or willful misconduct of either of them. Section 19. Counterparts. This Agreement may be executed in several counterparts, all of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 20. Public Records Laws. The City and the Bank acknowledge and agree that this Agreement is a public record within the meaning of Florida Public Records laws. Should the City receive a request to copy or inspect a public record that the City does not possess, but the City believes the Bank may possess, the City shall forward such public records request to the Bank in writing and the City and the Bank shall work together expeditiously to determine whether the Bank possesses such public record and if so to comply with the request. Provided, that should the Bank believe (1) that any public records request is subject to an exemption for the Bank under the Florida Public Records laws, or (2) that the Florida Public Records laws do not apply to the Bank with respect to the public records request, the Bank shall so notify the City in writing. If the City disagrees with the position of the Bank then the City may take such further action as it deems necessary to enforce production of the document or other record in question. In addition, if the Bank receives a request to copy or inspect a public record from any party other than the City or another governmental agency, the Bank shall not honor the request. Rather, the Bank shall forward the request to the City and the provisions and procedures in the preceding paragraph shall be applied to the forwarded request. IF THE BANK HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE BANK'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, ALL EXHIBITS HERETO, PLEASE CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE BANK MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI FINANCE DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 4 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. Attest: Todd B. Hannon City Clerk Approved as to form and correctness: Victoria Mendez City Attorney Approved as to Insurance requirements Ann -Marie Sharpe Risk Management Director 5 CITY OF MIAMI, FLORIDA In Emilio T. Gonzalez, PhD City Manager DEPARTMENT OF OFF-STREET PARKING a/k/a Miami Parking Authority In Thomas Jelke Chairman Arthur Noriega Chief Executive Officer TD BANK, N.A. By: Name: Title: [Signature Page I Trustee, Registrar and Paying Agent Agreement] *AV: I I a I W.11 Fee for services as Trustee, Registrar and Paying Agent for the Series 2019 Bonds will be a fee of $ , payable on 2019. Out-of-pocket expenses will be reimbursed but shall not exceed reasonable amounts.