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HomeMy WebLinkAboutExhibit AEXHIBIT "A" FORM OF SERIES 2016.BOND THIS BOND IS SUBJECT TO TRANSFER RESTRICTIONS. THE INITIAL PURCHASER HEREOF AND ANY SUBSEQUENT TRANSFEREE, BY PURCHASING THIS FOND, AGREES FOR THE BENEFIT OF THE CITY OF MIAMI, FLORIDA, THAT THIS BOND MAY BE TRANSFERRED, RESOLD OR ASSIGNED ONLY TO ANOTHER QUALIFIED INSTITUTIONAL BUYER. NOTWITHSTANDING ANYTHING IN THE RESOLUTION OR THIS BOND TO THE CONTRARY, NO TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND SHALL BE EFFECTIVE UNLESS THE TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND IS TO ANY PURCHASER, TRANSFEREE, ASSIGNEE OR PARTICIPANT THAT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, ANY TRANSFER, RESALE OR ASSIGNMENT OR OTHER DISPOSITION OF THIS BOND, OR ANY PARTICIPATION HEREIN, SHALL BE IN EACH CASE ONLY IN A MANNER THAT DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, OF ANY APPLICABLE STATE SECURITIES LAWS. THIS BOND SHALL BE ISSUED AND SOLD, AND MAY ONLY BE TRANSFERRED, IN DENOMINATIONS OF $100,000 OR ANY INTEGRAL MULTIPLE OF $5,000 IN EXCESS OF $100,000. UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2016 (STREET AND SIDEWALK IMPROVEMENT BONDS) No. Interest Rate Registered Owner: Principal Amount: Maturity Date Original Issue Date CUSIP No. Dollars 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 principal corporate trust office of , as Bond Registrar and Paying Agent, in the city of , 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 (each an "Interest Payment Date"), solely from such sources provided in the Resolution described herein, from the Interest Payment Date next preceding the date an 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, This Bond is one of a duly authorized series of special obligation bonds of the City, designated "Special Obligation Refunding Bonds, Series 2016 (the "Bonds"), issued in the aggregate principal amount of $ under Resolution No. 07-0586 adopted by the City on October 11, 2007, as supplemented by Resolution No, adopted by the City on , 2016 (collectively, the "Resolution"), as the same may be supplemented and amended from time to time, The Bonds are being issued to provide funds to refund [certain Series 2007 Bonds and Series 2009 Bonds] 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. The Bonds are limited obligations of the City payable solely from the Designated Revenues (hereinafter referred to). 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 or the interest or redemption premium, if any, on this Bond. The issuance of this Bond shall not directly or indirectly or contingently obligate the State of Florida or any agenoy 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. ADDITIONAL PROVISIONS OF THIS BOND ARE SET FORTH ON THE REVERSE HEREOF AND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH SET FORTH HERE. IN WITNESS WHEREOF, the City of Miami, Florida has caused this Bond to be executed with the [manual] [facsimile] signature of the City Manager and attested by its City Clerk and [a facsimile of] its official seal to be [impressed] [imprinted] hereon and this Bond to be dated this day of , 2016. [SEAL] CITY OF MIAMI, FLORIDA, a municipal corporation By: [Manual or Facsimile Signature] Approved as to Form City Manager and Correctness ATTEST: By: [Manual or Facsimile Signature] City .Attorney City Clerk CERTIFICATE OF AUTHENTICATION This Bond is a bond issued under the provisions of the within -mentioned Resolution. , Bond Registrar Date of authentication: By: Authorized Signatory [Form of Reverse of Bonds] 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 and (iv) 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 estabiished 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, interest and redemption premium, if any, 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 principal 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. The transfer of this Bond is registrable by the Registered Owner hereof in person or by his/her attorney or legal representative at the principal 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 exohange for this Bond a new Bond or Bonds, registered in the name of the transferee (which must be a Qualified Institutional Buyer), 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 REDEMPTION PROVISIONS] 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. 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, [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.