HomeMy WebLinkAboutExhibit 1Exhibit A
Series 2009 Bond Form
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EXHIBIT A
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[INSERT THE FOLLOWING ONLY FOR CURRENT INTEREST BONDS]
[No. R-.
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION BONDS, SERIES 2009
(STREET AND SIDEWALK IMPROVEMENT PROGRAM)
Interest Rate Maturity Date Original Issue Date CUSIP No.
Registered Owner:
Principal Amount:
Dollars
The City of Miami, Florida (the "City"), for value received, promises to pay, but solely
from the sources and in the manner hereinafter provided, to the Registered Owner named above,
or registered assigns, on the Maturity Date set forth above (or earlier as hereinafter referred to)
upon presentation and surrender hereof, at the designated corporate trust office of TD Bank,
National Association, in Jacksonville, Florida, as Bond Registrar and Paying Agent, in the city of
Jacksonville, Florida, or its successors (the "Bond Registrar" and "`Paying Agent") the Principal
Amount set forth above in any coin or currency of the United States of America which on the
date of payment thereof is legal tender for the payment of public and private debts, and to pay in
like coin or currency interest on said Principal Amount on each January 1 and July 1,
commencing [January 1, 20101 (each an "Interest Payment Date"), solely from such sources
provided in the Resolution described herein, from the Interest Payment Date next preceding the
date on which this Bond is authenticated unless it is (i) authenticated on an Interest Payment
Date, in which event from such date, or (ii) authenticated before the first Interest Payment Date,
in which event from its Original Issue Date, at the Interest Rate set forth above until the Principal
Amount hereof is paid. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date, as provided in the Resolution hereinafter referred to, will be paid by
check mailed to the person in whose name this Bond (or one or more Predecessor Bonds, as
defined in the Resolution) is registered at the close of business on the fifteenth (15th) day of the
month next preceding such Interest Payment Date; provided, however, that any registered owner
of Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest
paid by wire transfer pursuant to the provisions of the Resolution.]
[INSERT THE FOLLOWING ONLY FOR CAPITAL APPRECIATION BONDS]
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JACK_1594816.3
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION BONDS, SERIES 2009
(STREET AND SIDEWALK IMPROVEMENT PROGRAM)
Interest Rate Maturity Date Dated Date CUSIP
% January 1,
Registered Owner:
Principal Amount: Dollars
Amount Due at Maturity: Dollars
The City of Miami, Florida (hereinafter called the "City"), for value received, hereby
promises to pay to the Registered Owner identified above, or to registered assigns or legal
representatives, to the extent and from the sources provided therefor, as described herein, on the
Maturity Date identified above (or earlier as hereinafter provided), the Amount Due at Maturity
identified above, upon presentation and surrender hereof at the designated office of TD Bank,
National Association, in Jacksonville, Florida, as the Paying Agent f6r the Bonds, or any
successor Paying Agent appointed by the City pursuant to the Resolution hereinafter referred to,
and to pay, to the extent and from the sources herein described, interest on the principal sum
from the Original Issue Date set forth above, at the Interest Rate per annum identified above,
compounded on the first day of January and July of each year until payment of the Principal
Amount Due at Maturity or until provision for the payment thereof has been duly provided for.
The principal amount hereof plus interest so compounded to any earlier date shall be the
Accreted Value of this bond as of such date. A schedule setting forth the Accreted Values of this
bond as of January 1 and July 1 of each year for each $5,000 of amount due at maturity appears
at the end of this bond.]
This Bond is one of a duly authorized series of special obligation bonds of the City,
designated "Special Obligation Bonds, Series 2009" (the "`Bonds"), issued in the aggregate
principal amount of $ under Resolution No. R-07-0586 duly adopted by the City
on October 11, 2007, as supplemented and amended and particularly as supplemented by
Resolution No. R-09- duly adopted by the City on July _, 2009 (collectively, the
"Resolution"). The Bonds are being issued to provide funds to: finance the cost of acquisition,
construction and improvement of certain roadways and streetways within the City, as more
particularly described in the Resolution and pay costs of issuance of the Bonds. Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Resolution.
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The Bonds are issued on a parity with the City of Miami, Florida Special Obligation
Bonds, Series 2007 (Street and Sidewalk Improvement Program) (the "Series 2007 Bonds"),
which were issued on December 5, 2007 in the aggregate principal amount of $80,000,000.
The Bonds are limited obligations of the City payable solely from the Designated
Revenues. Neither the faith and credit of the State of Florida nor the faith and credit of any
agency or political subdivision thereof or of the City are pledged to the payment of the principal
of, Accreted Value (with respect to Capital Appreciation Bonds), redemption premium, if any,
and interest (with respect to Current Interest Bonds) on this Bond. The issuance of this Bond
shall not directly or indirectly or contingently, obligate the State of Florida or any agency or
political subdivision thereof or the City to levy any taxes whatever therefor or to make any
appropriation for their payment except from the funds pledged therefor.
To secure the Bonds, the City has irrevocably pledged the Designated Revenues under
the Resolution. The Designated Revenues consist of (a)(i) the City's portion of the Local Option
Gas Taxes, (ii) eighty percent (80%) of the City's portion of the Transportation Surtax,
(iii) twenty percent (20%) of the City's Parking Surcharge, (iv) such additional revenues, if any,
designated by a Series Resolution as Designated Revenues in the Resolution and (v) all
investment income realized by reason of the investment of moneys on deposit or credited to the
Debt Service Fund whether such investment income is deposited or credited to the Designated
Revenues Fund or remains in the Account in the Debt Service Fund where earned (any fees,
commissions or charges established pursuant to the laws of Florida or ordinances or
administrative orders of the City or County which replace any of the items mentioned in clause
(i), (ii) or (iii) shall be included in the definition of Designated Revenues) and (b) all moneys and
investments, including investment earnings thereon, held for the credit of the funds, accounts and
subaccounts established under the Resolution or any Series Resolution, other than the Rebate
Fund and any accounts created thereunder. The City has full power and authority to pledge the
Designated Revenues to the payment of the principal of, Accreted Value (with respect to Capital
Appreciation Bonds), redemption premium, if any, and interest (with respect to Current Interest
Bonds) on the Bonds.
Reference is made to the Resolution for a more complete statement of the provisions
thereof and of the rights and duties of the City and the registered owners. Copies of the
Resolution are on file and may be inspected at the office of the City Clerk. By the purchase and
acceptance of this Bond, the Registered Owner hereof signifies assent to all of the provisions of
the Resolution.
This Bond is issued and the Resolution was enacted under and pursuant to the
Constitution and laws of the State of Florida.
The Bonds are issuable as fully registered Bonds in the denomination of $5,000 or any
integral multiple thereof. At the designated corporate trust office of the Bond Registrar, in the
manner and subject to the limitations and conditions provided in the Resolution, Bonds may be
exchanged for an equal aggregate principal amount of Bonds of the same series and maturity, of
any authorized denomination or denominations and bearing interest at the same rate.
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The transfer of this Bond is registrable by the Registered Owner hereof in person or by
his/her attorney or legal representative at the designated corporate trust office of the Bond
Registrar, but only in the manner and subject to the limitations and conditions provided in the
Resolution and upon surrender and cancellation of this Bond. Upon any such registration of
transfer, the City shall execute and the Bond Registrar shall authenticate and deliver in exchange
for this Bond a new Bond or Bonds, registered in the name of the transferee, of any authorized
denomination or denominations in an aggregate principal amount equal to the principal amount
of this Bond, of the same series and maturity and bearing interest at the same rate. Neither the
City nor the Bond Registrar shall be required to make any exchange or registration of transfer of
any Bond during the fifteen (15) days immediately preceding the date of the City's giving notice
of redemption or purchase or after such Bond has been selected for redemption or purchase.
[INSERT THE FOLLOWING REDEMPTION PROVISIONS ONLY IF THE BONDS
ARE SUBJECT TO REDEMPTION]
[The Bonds maturing on and after January 1, 20, are subject to redemption at the
option of the City on or after January 1, 20_, in whole or in part at any time, in such manner as
shall be determined by the Bond Registrar, at a redemption price equal to the principal amount
thereof, plus accrued interest to the date fixed for redemption without premium.]
[The Bonds maturing on January 1 20_, are subject to mandatory sinking fund
redemption prior to maturity, in part by lot, on January 1, in the following years and in the
following amounts, from and to the extent of Amortization Requirements and whether sufficient
moneys are then on deposit in the Principal and Interest Account for such Bonds, at a redemption
price of par plus accrued interest to the respective dates of redemption:
Year Amortization Requirement
20 $
20
20—*
* Maturity]
[At least thirty (30) days, but not more than sixty days (60) before the redemption date of
any Bonds, whether such redemption is in whole or in part, the City shall cause a notice of any
such redemption signed by the City to be mailed, first class, postage prepaid, to all registered
owners of Bonds to be redeemed in whole (or in part, but any defect in such notice or the failure
so to mail any such notice to the registered owners of any Bond shall not affect the validity of the
proceedings for the redemption of any other Bonds. On the date fixed for redemption, notice
having been mailed in the manner provided in the Resolution and sufficient moneys having been
deposited with the Paying Agent or other Depositary, the Bonds or portions thereof called for
redemption shall be due and payable at the redemption price provided therefor, plus accrued
interest to such date. If a portion of this Bond shall be called for redemption a new Bond .or
Bonds in principal amount equal to the unredeemed portion hereof will be issued to the
Registered Owner upon the surrender hereof.]
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The owner of this Bond shall have no right to enforce the provisions of the Resolution or
to institute action to enforce the covenants therein, or to take any action with respect to any event
of default under the Resolution, or to institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Resolution.
The Resolution permits the issuance of additional or refunding bonds secured on a parity
with the Bonds upon compliance with the conditions contained therein. Modifications or
alterations of the Resolution, or any resolution supplemental thereto, may be made only to the
extent and in the circumstances permitted by the Resolution.
This Bond is issued with the intent that the laws of the State of Florida shall govern its
construction.
All acts, conditions and things required to happen, exist and be performed precedent to
and in the issuance of this Bond have happened, exist and have been performed as so required.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
benefit or security under the Resolution until it shall have been authenticated by the execution by
the Bond Registrar of the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, the City of Miami, Florida has caused this Bond to be
executed with the [manual] [facsimile] signature of the City Manager of the City and its City
Clerk and [a facsimile of] its official seal to be [impressed] [imprinted] hereon and this Bond to
be dated this day of , 2009.
[SEAL]
Approved as to Form and Correctness
CITY OF MIAMI, FLORIDA
City Manager
By:
City Clerk
City Attorney
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CERTIFICATE OF AUTHENTICATION
This Bond is a bond issued under the provisions of the within -mentioned Resolution.
Bond Registrar.
Authorized Signatory
Date of authentication:
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[Form of Assignment]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[Please Print or Typewrite Name, Tax Identification
Number and Address of Transferee] the within Bond, and all rights thereunder, and hereby
irrevocably constitutes and appoints attorney to register
the transfer of the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as it appears upon the
face of the within bond in every particular, without alteration or any change whatever.
[INSERT THE FOLLOWING ONLY FOR CAPITAL APPRECIATION BONDS]
TABLE OF ACCRETED VALUES
Date
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Accreted Values