Tab 11 PAYING AGENT AND REGISTRAR AGREEMENT
THIS PAYING AGENT AND REGISTRAR AGREEMENT is made and entered into as
of the 7"' day of August, 2025, by and between the MIAMI BEACH REDEVELOPMENT
AGENCY (the "Agency") and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
a banking association duly organized and existing under the laws of the United States of America
(the "Bank").
WHEREAS, the Agency, by the Bond Resolution (as hereinafter defined), designated the
Bank as Paying Agent and Registrar (as defined in the Bond Resolution) for the Agency's
$240,910,000 aggregate principal amount of Tax Increment Revenue Refunding Bonds, Series
2025 (City Center/Historic Convention Village) (the "Bonds"), and
WHEREAS, the Agency and the Bank desire to confirm 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. Tile Bank agrees to serve as Paying Agent and Registrar for the
Bonds and to perform the duties of Paying Agent and Registrar as specified in or contemplated
by Resolution No. 619-2015 adopted by the Chairperson and Members of the Agency
(collectively, the "Commission") on October 14, 2015 (the "Original Resolution") and
Resolution No. 708-2025 adopted by the Commission on May 21, 2025 (the "Series 2025
Resolution" and, together with the Original Resolution, the "Bond Resolution") relating to,
among other matters, the issuance of the Bonds.
Section 2. Deposit of Funds. On or before the business day preceding each payment
date, the Agency shall deposit or cause to be deposited with the Bank sufficient funds from the
accounts and funds established for the payment of the Bonds under the Bond Resolution to pay
when due and payable the principal of and interest on the Bonds.
Section 3. Use of Funds; Canceled Bonds. The Bank shall use the funds received from
the Agency pursuant to Section 2 hereof to pay the principal of and interest on the Bonds in
accordance with the Bond Resolution. The Bank shall cremate cancelled Bonds and transmit to
the Agency a certificate of destruction therefor. The Bank shall adhere, with respect to transfer
of the Bonds, to the standards for efficiency and transfer agent performance established in or
pursuant to the Securities and Exchange Act, most particularly Rule 17Ad-2, which requires that
registered transfer agents process at least ninety percent (90%) of routine items (such as
certificates presented for transfer) received during any month within (3) business days of their
receipt.
Section 4. Authentication. The Bank shall, upon delivery to it by the Agency of the
Bonds, duly executed on behalf of the Agency, and upon receipt of evidence satisfactory to it of
the due authorization by the Agency of the terms and the form of the Bonds, (i) authenticate and,
as required by the text or the supporting documents of the Bonds, register such Bonds in an
aggregate principal amount specified in the text of the Bonds and deliver them in accordance
with instructions received from the Agency and (ii) thereafter authenticate and, as required by
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the text or the supporting documents of the Bonds, register the Bonds and deliver them in
accordance with the provisions therein or herein set forth.
Section 5. Statements. The Bank shall confirm to the Agency all transactions effected by
the Bank pursuant to this Agreement at the end of each fiscal year of the Agency.
Section 6. Obligation to Act. The Bank shall be obligated to act only in accordance with
the Bond 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 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 to, and as provided in, the
Bond Resolution.
Section 8. Indemnity. To the extent allowed by Florida law, the Agency hereby agrees
to indemnify the Bank and hold it harmless fi•om any and all claims, liabilities, losses, actions,
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 and Registrar under the Bond Resolution, unless caused by the
Bank's 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 any action,
suit, or proceeding, or resisting any claim whether or not such claim is actually filed. The
Agency's obligations hereunder shall survive any termination of this Agreement.
Section 9. 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 Resolution 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 the Bank's negligence or
willful misconduct.
Section 10. Fees and Expenses. In consideration of the services rendered by the Bank as
Paying Agent and Registrar, the Agency agrees to and shall pay to the Bank, solely on the terms
and conditions set forth in this Agreement, fees and expenses, during the term of this Agreement,
including all necessary charges, attorneys' fees, and other necessary disbursements incurred by it
or its attorneys, agents, and employees solely in and about the performance of its powers and
duties as Paying Agent and Registrar, as set forth in the attached Exhibit A.
Section 11. Furnishing Information; Authorization. The Bank shall, at all times, when
requested to do so by the Agency, furnish full and complete information pertaining to its
functions as the Paying Agent and Registrar with regard to the Bonds, and shall without further
authorization, execute all necessary and proper deposit slips, checks, certificates and other
documents with reference thereto.
Section 12. Cancellation; Termination. This Agreement shall terminate upon the
resignation or removal of the Bank as Paying Agent and Registrar under the Bond Resolution.
This Agreement shall terminate without further action upon final payment of the Bonds and the
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interest thereon. If any Bond shall not be presented for payment within the period of six years
following the date such Bond becomes due, whether by maturity or otherwise, the Bank shall
return to the Agency the funds theretofore held by it for payment of such Bond and such Bond
shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured
obligation of the Agency.
Section 13. Surrender of Funds Registration Records; Notification of Bondholders. In
the event of a cancellation or termination of this Agreement, the Agency shall deliver releases to
the Bank (in a form acceptable to each of the Agency and the Bank) upon demand and the Bank
shall upon demand pay over the funds on deposit with the Bank as Paying Agent in connection
with the Bonds and surrender all registration books and related records, and the Agency may
appoint and name a successor to act as Paying Agent and Registrar for the Bonds. The Agency
shall, in such event, at its expense, notify all holders of the Bonds of the appointment and name
of the successor by providing notice in the manner required by the Bond Resolution for the
redemption of the Bonds.
Section 14. Nonassi nability. This Agreement shall not be assigned by either party
without the prior written consent of the other party. Any purported assignment which is not
made in compliance with this section shall be void.
Section 15. Modification. No modification of this Agreement shall be valid unless made
by a written agreement, executed and approved by the parties hereto.
Section 16. Severability. Should any section or part ol'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 17. Inconsistent Provisions. Should any section or part of any section of this
Agreement be inconsistent with the provisions of the Bond Resolution, the provisions of the
Bond Resolution shall control.
Section 18. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida.
Section 19. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the date first above written.
MIAMI BEACH REDEVELOPMENT
AGENCY
By: ;96 =��
Name: Eric Carpenter
Title: Executive Director
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
By:
Name: Paul Henderson
Title: Assistant Vice President
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EXHIBIT A
FEES AND EXPENSES
One-time Administration Fee: $3,000.00.
Plus reimbursement of out-of-pocket costs including postage, publication and legal fees, if
necessary, at cost.
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