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HomeMy WebLinkAboutExhibit AEXHIBIT A FORM OF BOND No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION NON -AD VALOREM REVENUE BOND SERIES 2023[_] Date of Interest Maturity Original Rate Rate Issuance REGISTERED OWNER: CUSIP PRINCIPAL AMOUNT: DOLLARS The City of Miami, Florida (the "City"), for value received, hereby promises to pay to the registered owner specified above, or registered assigns, but solely from the sources hereinafter mentioned, the principal amount specified above on the maturity date specified above (or earlier upon redemption as described below), upon presentation and surrender hereof at the designated corporate trust office of (the "Bond Registrar"), and interest thereon, payable as described below, at the interest rate per annum specified above, [on 1 and 1 of each year, commencing on 1, 20 j[adjust for varying interest payment dates for variable rate bonds]. Interest on this Bond is payable by check or draft of the Bond Registrar made payable to the registered owner as its name and address shall appear on the registration books maintained by the Bond Registrar at the close of business on the fifteenth day of the calendar month preceding each interest payment date (the "Record Date"); provided, however, that (i) if ownership of the Bonds is maintained in a book -entry only system by a securities depository, such payment may be made by automatic funds transfer (wire) to such securities depository or its nominee or (ii) if such Bonds are not maintained in a book -entry only system by a securities depository, upon written request of the Holder of $1,000,000 or more in principal amount of Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such Holder (such bank being a bank within the continental United States), if such Holder has advanced to the Bond Registrar the amount necessary to pay the cost of such wire transfer or authorized the Bond Registrar to deduct the cost of such wire transfer from the payment due such Holder. Any interest not punctually paid shall forthwith cease to be payable to the Holder on that payment date's Record Date and may be paid at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Bond Registrar, notice of which shall be given not less than 10 days prior to such special record date to such Holder. Such interest shall be payable from the most recent interest payment date next preceding the date of authentication to which interest has been paid, unless the date of authentication is an interest payment date to which interest has been paid, in which case from the date of authentication, or unless the date of authentication is prior to the original issuance date, in which case from the original issuance date, or unless the date of authentication is between a A-1 1097142993\9\ 023084.00028 Record Date and the next succeeding interest payment date, in which case from such interest payment date. Principal of and interest on this Bond is payable in lawful money of the United States of America. This Bond is one of an authorized series of bonds of the City designated as its "Special Obligation Non -Ad Valorem Revenue Bonds, Series 2023_" (herein called the "Series 2023 Bonds" of the "Bonds"), in the aggregate principal amount of Dollars ($ ) of like date, tenor, and effect, except as to number, date of maturity and interest rate, issued for the purposes of, together with other available moneys, (i) financing the development, construction and equipping a new administration building, along with related parking and other related improvements (including the payment of interest on the Series 2023 Bonds during construction), (ii) [funding a deposit to the Debt Service Reserve Account or paying the premium for a Reserve Account Insurance Policy], and (iii) paying certain costs of issuance of the Series 2023 Bonds, including if necessary, the premium for a Bond Insurance Policy. The Bonds are being issued under the authority of and in full compliance with the Constitution of the State of Florida, Chapter 166, Florida Statutes, as amended, and the City Charter (collectively, the "Act") and a resolution duly adopted by the City Commission of the City on (the "Resolution") and is subject to all the terms and conditions of the Resolution. All terms used in capitalized form and not defined herein are as defined in the Resolution. This Bond is secured by a lien on and pledge of the moneys held in certain Funds and Accounts established under the Resolution with respect to the Series 2023 Bonds (collectively, the "Pledged Funds") and is payable solely from such Pledged Funds and, solely to the extent provided in the second and third succeeding paragraphs, the Non -Ad Valorem Revenues (defined below), all in the manner provided in the Resolution. The City is not obligated to pay this Bond or the interest hereon except as provided above, and the full faith and credit of the City are not pledged for the payment of this Bond and this Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision or limitation; and it is expressly agreed by the Holder of this Bond that such Holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City, the State of Florida or any political subdivision thereof or taxation in any form of any real or personal property therein, for the payment of the principal of and interest on this Bond or the making of any other payments provided for in the Resolution. It is further agreed between the City and the Holder of this Bond that this Bond and the obligation evidenced thereby shall not constitute a lien upon property of or in the City, but shall constitute a lien only on the Pledged Funds, all in the manner provided in the Resolution. "Non -Ad Valorem Revenues" is defined in the Resolution as all revenues of the City derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required under the Resolution. The City covenants and agrees in the Resolution to budget and appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to satisfy (i) the Annual Debt Service Requirement for such Fiscal Year, (ii) any deposits required to be made into the Debt Service Reserve Account during such Fiscal Year, (iii) any other amounts due the Provider of a Bond Insurance Policy, the issuers of any other Reserve Account Insurance Policy or Reserve Account Letter of Credit and the Bond Registrar during such Fiscal Year and (iv) any Rebate Amount due during such Fiscal Year as provided in the Resolution. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall A-2 1097142993\9\ 023084.00028 continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non - Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Bondholders, the Provider of a Bond Insurance Policy, the issuers of any other Reserve Account Insurance Policy or Reserve Account Letter of Credit or the Bond Registrar a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated in the Resolution shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the City a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations under the Resolution subject, however, in all respects to the restrictions of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. [Insert Redemption Provisions] Reference is hereby made to the Resolution for the provisions, among others, relating to the term, lien and security of the Bonds, the custody and application of the proceeds of the Bonds, continuing disclosure obligations of the City, the rights and remedies of the Bondholder, the extent of and limitations on the City's rights, duties and obligations and the provisions permitting the issuance of additional indebtedness, to all of which provisions the Bondholder hereof for himself and his successors in interest assents by acceptance of this Bond. The City has previously issued and currently has outstanding other indebtedness payable from and secured by, in whole or in part, its legally available Non -Ad Valorem Revenues. The original registered owner, and each successive registered owner of this Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: 1. The Bond Registrar shall keep books for the registration of Bonds and for the registration of transfers of Bonds as provided in the Resolution. The Bonds shall be transferable by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books kept by the Bond Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any such Bond, the City shall issue in the name of the transferee a new Bond or Bonds. 2. The City, the Bond Registrar and any other fiduciaries may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Bond Registrar A-3 1097142993\9\ 023084.00028 as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City, the Bond Registrar nor any other fiduciary shall be affected by any notice to the contrary. 3. At the option of the registered owner thereof and upon surrender thereof at the designated corporate trust office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney and upon payment by such registered owner of any charges which the Bond Registrar or the City may make as provided in the Resolution, the Bonds may be exchanged for Bonds of the same maturity of any other authorized denominations. 4. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the City shall execute and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of Bonds, but the City or the Bond Registrar may require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Neither the City nor the Bond Registrar shall be required (a) to transfer or exchange Bonds for a period of 15 days next preceding an interest payment date on such Bonds or next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer or exchange any Bonds called for redemption. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the Act, and that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, is in full compliance with all constitutional, statutory or charter limitations or provisions. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Bond and has caused the same to be signed by its City Manager and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be reproduced hereon, all as of the day of , 202_. CITY OF MIAMI, FLORIDA (SEAL) By: City Manager ATTESTED AND COUNTERSIGNED: APPROVED AS TO FORM By: AND CORRECTNESS City Clerk A-4 By: City Attorney 1097142993\9\ 023084.00028 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds delivered pursuant to the within mentioned Resolution. Date of Authentication: By: A-5 Authorized Signatory 1097142993\9\ 023084.00028 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond, and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the said Bond on the bond register, with full power of substitution in the premises. Dated: Please insert Social Security or other identifying number of transferee: Signature guaranteed: NOTICE: The transferor's signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or any change whatever. A-6 1097142993\9\ 023084.00028