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HomeMy WebLinkAboutExhibit N SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit N Form of Series 2019B Affordable Housing and Economic Development Programs Bond EACH HOLDER OF THIS BOND ACKNOWLEDGES BY BECOMING A HOLDER THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D OF THE SECURITIES ACT. UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI MIAMI FOREVER LIMITED AD VALOREM TAX BOND (AFFORDABLE HOUSING AND ECONOMIC DEVELOPMENT PROGRAMS) TAXABLE OR TAX-EXEMPT SERIES 2019B Principal Sum Interest Rate *% Date of Issuance Maturity Date , 2019 , 20 The CITY OF MIAMI (the "City"), a municipality created and existing under and by virtue of the laws of the State of Florida, for value received, hereby promises to pay, solely from the Pledged Funds described herein, to the order of as the registered owner of this Bond or its successors or assigns (the "Bondholder"), the Principal Sum specified above loaned to the City pursuant to that certain Loan Agreement by and between the City and , dated as of , 2019 (the "Agreement"), and to pay interest on the outstanding balance of such Principal Sum from the Date of Issuance specified above or from the most recent date to which interest has been paid at the Interest Rate per annum specified above (the "Interest Rate," subject to adjustment as hereinafter provided) on 1 and 1 of each year, commencing 1, 2019, until such Principal Sum shall have been paid, mailed by draft or check to the Bondholder as it appears on the books of the Finance Director of the City, as bond registrar (the "Bond Registrar"), at the close of business on the fifteen (15t1i) day (whether or not a business day) before such payment is due or as otherwise provided in writing. The Principal Sum hereof shall be payable annual installment payments on the dates and in the amounts as follows: Principal Payment Date Amount *Subject to adjustment as provided in the Agreement. FILE NO. 5385. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Such Principal Sum and interest is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Bond (the "Bond") is authorized to be issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, including, particularly Chapters 163 and 166, Florida Statutes, as amended, Part VII of Chapter 159, Florida Statutes, as amended, the Charter of the City, the City Code, Resolution No. 17-0350, adopted by the City on July 27, 2017, Resolution No. R-17-0575 adopted by the City on December 14, 2017, and Resolution No. _ adopted by the City on , 2019 (collectively, the "Resolution") and is subject to all terms and conditions of the Resolution and the Agreement. Any term used in this Bond and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement and the Resolution. This Bond is being issued to (i) finance all or a part of the costs of the 2019 Affordable Housing and Economic Development Projects (as defined in the Agreement), and (ii) pay related closing costs. This Bond shall not be deemed to constitute a general obligation or a pledge of the faith and credit of the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent provided in the Resolution and the Agreement. Except to the limited extent provided in the Resolution and the Agreement, no holder of this Bond shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any other political subdivision of the State or taxation in any form on any real or personal property to pay this Bond or the interest thereon, nor shall any holder of this Bond be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent provided in the Resolution. This Bond and the indebtedness evidenced thereby shall not constitute a lien upon any real property or personal property of the City, but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Until payment has been provided as herein permitted in the Resolution, the Agreement and herein, the payment of the principal of and interest on this Bond shall be secured forthwith equally and ratably by a prior lien on the proceeds derived from the Pledged Funds in the manner and to the extent provided in the Resolution and the Agreement. Reference is made to the Resolution and Agreement for the provisions, among others, relating to the terms, lien and security for the Bond, the custody and application of the proceeds of the Bond, the rights and remedies of the holder of the Bond, and the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof. This Bond shall bear interest from its Date of Issuance at the Interest Rate per annum specified above on the basis of twelve 30-day months over a 360-day year. The Interest Rate specified above is subject to adjustment to the Taxable or Tax -Exempt Rate in the event of a Determination of Taxability, all as provided in the Agreement. FILE NO. 5385. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Notwithstanding any provision in this Bond to the contrary, in no event shall the interest contracted for, charged or received in connection with this Bond (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. All payments made by the City hereon shall apply first to accrued interest, and then to the principal amount then due on this Bond. [Insert Prepayment Provisions] This Bond is not subject to acceleration and may not be declared to be immediately due and payable. The City hereby waives demand, protest and notice of dishonor. No obligation under the Resolution, the Agreement or this Bond shall be or be deemed to be anobligation of any member of the City Commission or any officer, employee or agent of the City in his or her individual capacity, and none of such persons executing the Agreement or this Bond shall be liable personally thereon or hereon by reason thereof. It is certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Agreement and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Bond, together with all other obligations of the City under the Agreement, does not exceed or violate any constitutional or statutory limitation. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] FILE NO. 5385. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, the City of Miami, Florida, caused this Bond to be signed by the manual signature of its Mayor and its City Manager and its official seal to be affixed hereto or imprinted or reproduced hereon, and attested and countersigned by the manual signature of its City Clerk, and this Bond to be dated the Date of Issuance set forth above. (SEAL) CITY OF MIAMI, FLORIDA By: Francis Suarez, Mayor By: Emilio T. Gonzalez, City Manager ATTESTED AND COUNTERSIGNED: Approved as to Form and Correctness: Todd Hannon, City Clerk FILE NO. 5385. By: Victoria Mendez, City Attorney Approved as to Insurance Requirements of the City: By: Ann -Marie Sharpe, Director of Risk Management THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CERTIFICATE OF AUTHENTICATION This Bond is a Bond designated in and executed under the provisions of the within mentioned Resolution and Agreement. Date of Authentication: , 2019 City of Miami, Florida, Finance Director, as Bond Registrar By: Erica T. Paschal -Darling, Finance Director FILE NO. 5385. SUBSTITUTED. EXHIBIT N TO BE DISTRIBUTED PRIOR TO THE ` ITY COMMISSION MEETING