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3.2 Registrar and Paying Agent Agreement 3.2 REGISTRAR AND PAYING AGENT AGREEMENT THIS AGREEMENT is made and entered into as of the 15th day of September, 2022, by and between Monroe County, Florida (the "Issuer") and The Bank of New York Mellon Trust Company, N.A. (the "Bank"), a national banking association existing under the laws of the United States of America, having its designated place of business in Dallas, Texas, the address of which is 2001 Bryan Street, I Oth Floor, Dallas, Texas 75201. WHEREAS, the Issuer, by Resolution No. 206A-2022, adopted on August 17, 2022, as supplemented by Resolution No. 20613-2022 adopted on August 17, 2022 (collectively, the "Resolution"), designated the Bank as Registrar and Paying Agent for Monroe County, Florida Airport Revenue Bonds (Key West International Airport), Series 2022(AMT) (the "Bonds"), issued by the Issuer pursuant to the Resolution for the principal purpose of financing certain capital improvements to the Key West International Airport, as more particularly described in the Resolution; and WHEREAS, the Issuer and the Bank desire to set forth the agreement between the Parties; THEREFORE, it is agreed by the Parties hereto as follows: Section 1. Appointment and Acceptance. The Issuer hereby appoints The Bank of New York Mellon Trust Company, N.A. as Registrar and Paying Agent for the Bonds, and the Bank accepts such appointments, acknowledging the duties, obligations and responsibilities of the Bank as set forth herein. Section 2. Documents to be Filed with the Bank. The following documents shall be filed with the Bank in connection with its appointment: (i) a copy of the Resolution; (ii) an Opinion of Bond Counsel; (iii) a specimen bond certificate in the form approved by the Issuer; (iv) Official Statement relating to the Bonds; (v) such other instruments and certificates as the Bank may reasonably request. Section 3. Registration, Authentication and Delivery of Initial Bonds. The Issuer will, or will cause the underwriters for the Bonds (the "Underwriters") to: (i) deliver to Bank, not later than five (5) business days prior to the required delivery date, written notice setting forth the maturity date, principal amount and interest rate borne by the Bonds; (ii) notify the Bank, not later than three (3) business days prior to the required delivery date, of the name(s) in which Bonds are to be registered, the mailing addresses of the respective registered holders and their respective taxpayer identification numbers, and the quantity, denominations, interest rates, maturity dates and CUSIP numbers of the certificates to be issued to each registered holder. The Bank shall inscribe the Bonds as directed in Section 3(ii) above, authenticate the initial Bonds and deliver same in accordance with the written directions of the Issuer or the Underwriters. If delivered before the Closing, such initial Bonds shall remain subject to the control of the Bank, as agent for the Issuer, until released by the Bank. Section 4. Transfer or Exchange of Certificates. The Bank is authorized, empowered and directed to inscribe, to countersign or authenticate as registrar, and to record and deliver new certificates for Bonds of the Issuer pursuant to requests for transfer and cancellation of other certificates theretofore outstanding, or to replace lost, destroyed, stolen or mutilated certificates, as provided in Section 6 hereof. If the transfer and/or exchange of the Bond certificate shall have been documented in the manner authorized or required by law, and if the rules and regulations of the Issuer and of the Bank, governing the transfer and registration of the Bonds shall have been met, then the Bank shall cancel such certificate being transferred and/or exchanged and shall inscribe, authenticate, record and deliver a new certificate for the Bonds so transferred or exchanged. In the transfer of Bond certificates, the Bank may require a guarantee of signature by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. The Bank shall incur no liability for the refusal in good faith to make transfers which it, in its judgment, deems improper or unauthorized. The Bank may, in effecting transfers, rely upon the Uniform Commercial Code of the State of Florida and/or the rules of the Stock Transfer Association, Inc. Section 5. Bond Certificates. If the Bonds are no longer subject to a book-entry only form of registration, the Issuer will furnish to the Bank a sufficient supply of blank Bond certificates and, from time to time, will replenish such supply upon request of the Bank. Such blank Bond certificates shall be signed by officers of the Issuer, authorized by the Issuer to sign Bond certificates, and shall bear the seal of the Issuer or shall bear, to the extent permitted by law,the facsimile signature of each such officer and a facsimiles of the seal. If an officer of the Issuer, whose signature appears on any Bond certificate, ceases to be an officer of the Issuer before delivery of said Bond certificate, such signature nevertheless shall be valid and sufficient for all purposes, the same as if such officer of the Issuer had remained in office until such delivery and the Bank may inscribe, authenticate, and deliver such certificate as being that of the Issuer whose signature properly shall have been inscribed on such Bond certificate prior to its issuance. 2 Section 6. Records of Certificates; Lost or Destroyed Certificates. The Bank may open and keep such books and other records, including a Bond Register, as shall be required for, or convenient in, the performance of its duties. If Bonds have been issued and delivered prior to the Bank's appointment, the Bank may accept and adopt as a part of such records all lists of holders of records as may have been employed by any former Registrar and Bank for such Bonds if certified by such former Registrar and Bank. The Bank shall use such list of holders of record of the Issuer's Bond certificates as sufficient basis for its records and verification of Bond certificates therein described. Upon receiving instructions from the Issuer and indemnity satisfactory to the Bank and the Issuer, the Bank may inscribe, authenticate and deliver, to the persons entitled thereto, new certificates in place of certificates represented to have been lost, stolen or destroyed and likewise may issue a new certificate in exchange for, and upon surrender of, an identifiable mutilated certificate. Section 7. Payments of Interest and Principal. The Bank shall act as Paying Agent for the Bonds and in such capacity as it shall: (i) with funds provided by Issuer,pay the interest upon the Bonds to the persons entitled to receive such interest, as determined by the registry of the Issuer maintained by the Bank, provided that Issuer shall have deposited with the Bank, on or before the day upon which interest is to be paid, sufficient funds to cover payment of such interest; (ii) with funds provided by Issuer, pay the principal amount(including premium, if any) and amortization installments of the Bonds to the registered holders of`such Bonds, upon the maturity date or earlier redemption date upon which the principal is to become payable and upon delivery to the Bank of a Bond certificate with respect to which such principal payment shall have become payable,provided that the Issuer shall have deposited with the Bank, on or before the payment date, sufficient funds to pay the aggregate principal amount (including premium, if any) and amortization installments due on all Bonds so payable; (iii) if a Bondholder shall report to the Bank that any check so mailed for the payment of interest or principal has been lost and that the proceeds thereof, have not been received and if the check has not been paid then, upon execution of an indemnity agreement, in form satisfactory to the Bank and the Issuer, stop payment upon such check, and issue and deliver to such Bondholder a new check for like amount; provided, however, that it may, at its discretion, defer the issuance of the new check for a reasonable period of time; (iv) record the fact of payment and cancel Bonds surrendered to it for payment, coincident with such payment being made to the person thereto entitled; and 3 (v) have no liability for interest on any funds received by it; any unclaimed funds remaining in the possession of the Bank for payment of the Bonds will be escheated in accordance with applicable law. Section 8. Redemption Prior to Stated Maturity. If the Bonds are subject to redemption prior to their stated maturity date(s), the Bank shall be governed by the redemption provisions set forth in the Resolution or as stated in the provisions as set forth on the bond form. The Bank shall not be required to transfer any Bond, or portion thereof, that has been called for redemption. Payment of the principal amount(including premium, if any) of any Bond, or portion thereof, called for redemption shall be made by check payable to the registered owner, only upon presentation of the Bond, at the designated corporate trust office of the Bank on or after the redemption date. Where the entire principal amount of the Bond has not been called for redemption, a new Bond in the amount of the unredeemed portion will be issued to the registered holder or its assignee. Whether or not promptly submitted for redemption, interest on any Bond, or portion thereof, called for redemption shall cease to accrue on and after the redemption date provided that sufficient moneys therefore are on deposit with the Bank. Section 9. Compensation; Indemnification. The Issuer agrees to pay the Bank fees as set forth in Exhibit A attached hereto and made a part hereof, and, if applicable, to reimburse Bank for its out-of-pocket expenses. The Issuer assumes full responsibility and, to the extent permitted by law, will indemnify the Bank and save it harmless from and against any and all actions or suits, whether groundless or otherwise, and 1rom and against any and all losses, liabilities, costs and expenses (including attorneys' fees and expenses) arising out of the agency relationship created by this Agreement, unless such losses, liabilities, costs and expenses shall have been finally adjudicated to have resulted from the willful misconduct or negligence of the Bank, and such indemnification shall survive the Bank's resignation or removal, or the termination of this Agreement Section 10. Instructions From the Issuer and Opinion From Counsel. At any time the Bank may apply to any duly authorized representative of the Issuer for instructions, and shall have the right, but not the obligation, to consult with counsel of choice at the reasonable expense of the Issuer and shall not be liable for action taken or omitted to be taken either in accordance with such instruction or such advice of counsel, or in accordance with any opinion of counsel to the Issuer addressed to the Bank. Section It. Concerning the Bank. The Bank shall have only those duties as are specifically provided herein and in the Resolution and shall have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees. The Bank shall not be answerable for other than its negligence or willful misconduct. The Bank shall have no responsibility for the form of inscription of ownership upon any Bond certificate which has been made in accordance with directions of the Issuer, the Issuer's underwriters, a broker or a holder of a Bond. The Bank shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by the proper person or 4 persons and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Issuer. The Bank shall also be protected in recognizing Bond certificates which it reasonably believes to bear the proper manual or facsimile signatures on behalf of the Issuer. The Bank shall not be under any obligation to prosecute any action or suit in respect of the agency relationship which, in its sole judgment, may involve it in expense or liability. In any action or suit the Issuer shall, with prior approval of the Issuer, as often as requested, reimburse the Bank for any expense or liability growing out of such action or suit by or against the Bank in its agency capacity; provided, however, that no such reimbursement shall be made for any expense or liability arising as a result of Bank's negligence or willful misconduct. Any payment obligation of the Bank hereunder shall be paid from and is limited to funds available under this Agreement; the Bank shall not be required to expend its own funds for the performance of its duties hereunder. The Bank shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Bank shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. Anything in this Agreement to the contrary notwithstanding, in no event shall the Bank be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Bank agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Issuer shall provide to the Bank an incumbency certificate listing designated persons authorized to provide such instructions, which incumbency certificate shall be amended whenever a person is to be added.or deleted from the listing. If the Issuer elects to give the Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and the Bank in its discretion elects to act upon such instructions, the Bank's understanding of such instructions shall be deemed controlling. 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 instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Bank, including without limitation the 5 risk of the Bank acting on unauthorized instructions, and the risk or interception and misuse by third parties. Any banking association or corporation into which the Bank may be merged, converted or with which the Bank may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Bank shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Bank shall be transferred, shall succeed to all the Bank's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding. Section 12. Notices. Until changed by notice in writing, communications between the parties shall be delivered to: If to Issuer: Monroe County, Florida 500 Whitehead Street Key West, Florida 33040 Attention: Clerk of the Circuit Court If to the Bank: The Bank of New York Mellon Trust Company, N.A. 2001 Bryan Street, 10th Floor Dallas, Texas 75201 Attention: Corporate Trust Section 13. Destruction of Instruments, Records and Papers. The Bank may retain in its files records, instruments, and papers maintained by it in relation to its agency as long as the Bank shall consider that such.retention is necessary. The Bank shall destroy or dispose of canceled Bonds in accordance with its customary procedures, unless contrary instructions are received from the Issuer. Section 14. Resignation or Removal of Bank. Any time, other than on a day during the forty-five (45) day period preceding any periodic payment date for Issuer's Bonds, the Bank may resign by giving at least forty-five (45) days' prior written notice to Issuer; and the Bank's agency shall be terminated and its duties shall cease upon expiration of such forty-five (45) days or such lesser period of time as shall be mutually agreeable to Bank and Issuer. At any time, following at least forty-five (45) days' prior notice (or such lesser period of time as shall be mutually agreeable to the Bank and the Issuer or if the Issuer has cause) the Bank may be removed from its agency. Such notice shall be in the form of a certified copy of a resolution adopted by the Issuer and evidencing its resolve to so remove; such removal shall become effective upon the expiration of the forty-five (45) day or agreed lesser time period, and upon payment to the Bank of all amounts payable to it in connection with its agency. In such event, the Bank shall deliver to the Issuer, or to the Issuer's designated representative, all Bonds and cash belonging to the Issuer and, at the Issuer's expense, shall furnish to the Issuer, or to the Issuer's designated representative, 6 reasonably detailed information regarding the status of the Issuer's outstanding Bonds and copies of other pertinent records then in the Bank's possession, reasonably requested by the Issuer. Section 15. Effectiveness and Term. This Agreement shall become effective as of the date that the Bonds are delivered to the original purchaser(s) thereof, and shall continue until terminated. If said Bonds are not delivered to original purchaser(s), this Agreement shall be null, void and of no effect. This Agreement shall remain in effect and the agency established by the Agreement shall continue until (i) terminated by mutual agreement of Issuer and Bank, (ii) the resignation or removal of Bank pursuant to Section 14 hereof, or (iii) after all Bonds have been retired by payment or otherwise, or funds have been deposited for their retirement, and any remaining funds have either been returned to the Issuer or escheated to the State. Section 16. Conflicts Between Documents. In the event of any conflict between any provision of this Agreement and the Resolution, the terms of the Resolution shall govern. Section 17. Jury Trial Waiver. Each party hereto hereby agrees not to elect a trial by jury of any issue triable of right by jury, and waives any right to trial by jury fully to the extent that any such right shall now or hereafter exist with regard to this Agreement, or any claim, counterclaim or other action arising in connection herewith. This waiver of right to trial by jury is given knowingly and voluntarily by each party, and is intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. Section 18. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. [Remainder of page intentionally left blank] 7 N WITNESS WHEREOF, the parties hereto have caused these presents to be signed by their duly authorized officers as of the date first above written. MONROE COUNTY, FLORIDAD (SEAL) Mayor, Board of County Commissioners ATTEST: Kevin Madok, Clerk of the Circuit Court and Comptroller in and for Monroe County, Florida and Ex-Officio Clerk to the Board of County Commissioners of Monroe County, Florida Pamela G. Hancock, Deputy Clerk THE BANK OF NEW YORK MELLON TRUSTCOMPANY, N.A. By: � € Authorized Signatory 8 EXHIBIT A REGISTRAR AND PAYING AGENT FEES AND EXPENSES $295.00 annual fee plus ordinary expenses