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HomeMy WebLinkAboutExhibit 2EXHIBIT A FORM OF SERIES 2006 PENSION BONDS Registered UNITED STATES OF AMERICA No. R- STATE OF FLORIDA $ CITY OF MIAMI, FLORIDA NON -AD VALOREM VARIABLE RATE REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2006 Interest Rate: Variable Maturity Date: December 1, 2025 Dated Date: December 1, 2006 CUSIP No.: Issuance Date: December 1, 2006 Registered Holder: Principal Amount: Dollars The City of Miami, Florida (the "City") located in Miami -Dade County, in the State of Florida ("State"), for value received, hereby promises to pay to the Registered Holder named above, or registered assigns, but solely from the sources and in the manner herein provided, on the Maturity Date set forth above the Principal Amount set forth above. The City also promises to pay interest thereon, but solely from the same sources, from the Issuance Date set forth above, or from the most recent Interest Payment Date at the times and in the manner described herein, until the principal hereof is paid or made available for payment. THE SERIES 2006 BONDS AND THE DEBT SERVICE THEREON AND OTHER BOND SERVICE CHARGES RELATING THERETO ARE NOT GENERAL OBLIGATIONS OF THE CITY, BUT ARE LIMITED AND SPECIAL OBLIGATIONS OF THE CITY WHICH WILL BE PAYABLE SOLELY FROM AND ARE SECURED SOLELY BY THE TRUST ESTATE AND THE ADDITIONAL SECURITY. EXCEPT FOR THE TRUST ESTATE AND ADDITIONAL SECURITY, THE SERIES 2006 BONDS, THE DEBT SERVICE THEREON AND OTHER BOND SERVICE CHARGES RELATING THERETO ARE NOT SECURED BY A PLEDGE OF OR LIEN UPON ANY PROPERTY OWNED BY THE CITY OR SITUATED IN THE CITY OR ANY AD VALOREM TAXES OF THE CITY. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, MIAMI-DADE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY OR INTEREST ON THE SERIES 2006 BONDS OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PAYABLE UNDER THE MASTER INDENTURE, THE SERIES 2006 INDENTURE OR UNDER ANY AGREEMENT RELATING TO THE SERIES 2006 BONDS. NO HOLDER OF ANY SERIES MIAMI/4177359,6 A-1 2006 BOND, NO LIQUIDITY FACILITY ISSUER, CREDIT FACILITY PROVIDER NOR COUNTERPARTY SHALL, ON ACCOUNT OF THE SERIES 2006 BONDS OR ANY AGREEMENT ENTERED INTO BY THE CITY IN CONNECTION THEREWITH, HAVE THE RIGHT TO COMPEL THE AD VALOREM TAXING POWER OF THE CITY, MIAMI- DADE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY OR INTEREST ON THE SERIES 2006 BONDS OR THE PAYMENT OF ANY OTHER AMOUNTS PAYABLE UNDER THE MASTER INDENTURE, SERIES 2006 INDENTURE OR UNDER ANY AGREEMENT RELATING TO THE SERIES 2006 BONDS. Unless otherwise defined herein, capitalized words and terms used in this Series 2006 Bond shall have the meanings ascribed to such terms in the hereinafter -defined Indenture. 1. Description of Series. This Series 2006 Bond is a part of a duly authorized issue of bonds of the City designated as its Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006 (the "Series 2006 Bonds") in aggregate principal amount of $ issued under a Master Trust Indenture, dated as of December 1, 1995 (the "Master Indenture"), between the City and U.S. Bank National Association, successor in interest to First Union National Bank of Florida, as Trustee (together with any successor, the "Trustee"), and as supplemented by the Series 2006 Indenture dated as of December 1, 2006 (the "Series 2006 Indenture", and collectively with the Master Indenture, the "Indenture") between the City and the Trustee, to which Indenture and all indentures supplemental thereto reference is made for a statement of the respective rights thereunder of the City, the Trustee and the Holders of the Series 2006 Bonds, and the terms upon which the Series 2006 Bonds are authenticated and delivered. The Series 2006 Bonds are issued pursuant to the Act (defined below) in order to provide funds to refund and redeem that portion of the City's outstanding $62,135,000 original, aggregate principal amount of its Non -Ad Valorem Revenue Bonds, Taxable Pension Series 1995 (the "Series 1995 Bonds") maturing on December 1, in the years 2007, through 2009, inclusive and 2025, in the aggregate principal amount of $29,470,000; and to pay certain costs of issuance. The Series 2006 Bonds shall be issued in Authorized Denominations, as provided in the Indenture. The Series 2006 Bonds are issued under the authority of and in full compliance with the Constitution and the Laws of the State, including particularly Chapter 166, Florida Statutes, as amended and Part VII of Chapter 159, Florida Statutes, as amended, and other applicable provisions of law, Resolution No. , duly adopted by the City Commission of the City on November , 2006 (collectively, the "Act), the Master Indenture, the Series 2006 Indenture. Reference is hereby made to the Indenture for a description of the rights and duties of the City, the Trustee and the Registered Holders of the Series 2006 Bonds. Copies of such documents are on file in the designated corporate trust office of the Trustee. By the purchase and acceptance of this Series 2006 Bond, the Registered Holder hereof signifies assent to all of the provisions of the aforementioned documents. The Series 2006 Bonds are limited obligations of the City, payable by the City solely from the Trust Estate and the Additional Security provided for in the Series 2006 Indenture, MIAMI/4177359.6 A-2 including all sums deposited from time to time in the Current Debt Service Fund and other funds and Accounts established under the Indenture (except as otherwise provided therein), and in certain events out of amounts secured through the exercise of the remedies provided in the Indenture upon occurrence of an Event of Default under the Indenture. The Series 2006 Bonds shall bear interest as provided in the Indenture. The interest rate and interest rate period on the Series 2006 Bonds may be adjusted from time to time in the manner set forth in the Indenture. The interest rate on the Bank Bonds shall be determined in accordance with the Liquidity Facility Agreement. The Initial Liquidity Facility will be effective with respect to the Series 2006 Bonds from their Issuance Date. However, the City is not required to maintain a Liquidity Facility for the Series 2006 Bonds. The City may elect not to extend or renew an existing Liquidity Facility or elect not to obtain an Alternate Liquidity Facility, subject to certain conditions contained in the Indenture. The Series 1995 Bonds were issued pursuant to the Master Indenture and a Series 1995 Indenture dated as of December 1, 1995 between the City and the Trustee, and both the Series 2006 Bonds and unrefunded portions of the Series 1995 Bonds are equally and ratably secured by and entitled to the protection of the Master Indenture. 2. Payment. Interest on this Series 2006 Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Series 2006 Bond (or one or more predecessor Series 2006 Bonds) is registered at the close of business on the Regular Record Date for such interest determined pursuant to the Indenture. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Holder on such Regular Record Date, and shall be paid to the person in whose name this Series 2006 Bond (or one or more predecessor Series 2006 Bonds) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Series 2006 Bondholders not less than 10 days prior to such Special Record Date. Interest on this Series 2006 Bond shall be paid by check or draft mailed to the Registered Holder of this Series 2006 Bond at its address as it appears on the registration books of the Trustee or by wire transfer of same day funds upon receipt by the Trustee prior to the Regular Record Date of a written request by a Registered Holder of $1,000,000 or more in aggregate principal amount of Series 2006 Bonds or in such other manner as may be mutually acceptable to the Trustee and the Registered Holder of this Series 2006 Bond. Principal and the redemption price of this Series 2006 Bond shall be payable to the Registered Holder of this Series 2006 Bond at the designated corporate trust office of the Trustee, which initially is located in Fort Lauderdale, Florida (the "Place of Payment"), upon the surrender for cancellation of this Series 2006 Bond. The redemption price of this Series 2006 Bond shall also be payable by wire transfer of same day funds upon receipt by the Trustee prior to the Record Date of a written request by a Registered Holder of $1,000,000 or more in aggregate principal amount of Series 2006 Bonds or in such other manner as may be mutually acceptable to the Trustee and the Registered Holder of this Series 2006 Bond. MIAMI/4177359.6 A-3 If the specified date for any such payment shall be a Saturday, a Sunday or a legal holiday or the equivalent for banking institutions generally (other than legal moratorium) at the place where payment thereof is to be made, then such payment may be made on the next succeeding day which is not one of the foregoing days without additional interest, and with the same force and effect as if made on the specified date for such payment. All payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 3. Redemption and Tenders for Purchase. The Series 2006 Bonds are subject to redemption and to mandatory and optional tenders for purchase as provided in the Indenture. Notice of tender and notice of redemption shall be sent as provided in the Indenture. Any notice of redemption may provide that is conditional and may be revoked by the City by giving notice of such revocation of redemption prior to the time for redemption in the manner specified in the notice of redemption for the giving of notice of revocation. 4. Certain Rights of Holders. If an Event of Default, as defined in the Indenture, shall occur, the principal of all the Series 2006 Bonds may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment of the Master Indenture or the Series 2006 Indenture and the modification of the rights and obligations of the City and the rights of the Registered Holders of the Series 2006 Bonds under the Indenture at any time by the City as provided in the Master Indenture. No reference herein to the Indenture and no provision of this Series 2006 Bond or of the Indenture shall alter or impair the obligation of the City, which is absolute and unconditional, to pay the principal of this Series 2006 Bond at the times, place, and rate, and in the coin or currency, herein prescribed from and to the extent of the sources herein described. 5. Transfer and Exchange. As provided in the Indenture and subject to certain limitations therein set forth, this Series 2006 Bond is transferable on the Register, upon surrender of this Series 2006 Bond for transfer as approved in the Indenture. The Series 2006 Bonds are issuable only as registered bonds without coupons in Authorized Denominations (as such term is defined in the Series 2006 Indenture). As provided in the Indenture and subject to certain limitations therein set forth, Series 2006 Bonds are exchangeable for a like maturity, interest rate and aggregate principal amount of Series 2006 Bonds of a different authorized denomination, as requested by the holder surrendering the same. The City, the Trustee and any agent of the City or the Trustee may treat the person in whose name this Series 2006 Bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Series 2006 Bond shall be overdue, and neither the City, the Trustee nor any such agent shall be affected by notice to the contrary. MIAMI/4177359.6 A-4 6. No Recourse. No recourse shall be had for the payment of the principal of or premium, if any, or interest on this Series 2006 Bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture to or against any incorporator, director, officer or employee, past, present or future, as such, of the Trustee or the City, or of any predecessor or successor corporation, either directly or through the Trustee, the City or any such predecessor or successor corporation, under and by virtue of any constitution or statute or rule of law or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, directors, officers and employees, as such, being waived and released by the holder and owner hereof by the acceptance of this Series 2006 Bond; all as more fully provided in the Indenture. UNLESS the certificate of authentication hereon has been executed by the Trustee by manual signature, this Series 2006 Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. This Series 2006 Bond is and has all the qualities and incidents of an investment security under the Uniform Commercial Code -Investment Securities Law of the State of Florida. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Series 2006 Bond and has caused the same to be signed by its Mayor [and 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 1St day of December, 2006. CITY OF MIAMI, FLORIDA (SEAL) By: Mayor ATTESTED AND COUNTERSIGNED: By: By: City Clerk City Manager APPROVED AS TO FORM AND CORRECTNESS By: City Attorney MIAMI14177359.6 A-5 FORM OF ABBREVIATIONS FOR SERIES 2006 BONDS The following abbreviations, when used in inscription on the face of the within Series 2006 Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - TEN ENT - JT TEN - as tenants in common UNIF GIFT MIN ACT - Custodian as tenants by the (Cust) (Minor) entireties as joint tenants with under Uniform Gifts to Minors right of survivorship Act and not as tenants (State) in common Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Series 2006 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to registrar the transfer of the within Series 2006 Bond on the books kept for registration and registration of the transfer thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a member firm of any other recognized national securities exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new Series 2006 Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Series 2006 Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. MIAM1/4177359,6 A-6 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the City or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. [STATEMENT OF INSURANCE] MIAMI/4177359.6 A-7