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HomeMy WebLinkAboutExhibit AEXHIBIT A FORM OF SERIES 2024C INFRASTRUCTURE BOND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC'), TO THE TRUSTEE 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 BYANAUTHORIZED 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. No. R-C $ Interest Rate 0/0 UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BOND (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), SERIES 2024C Maturity Date Dated Date CUSIP January 1, , 2024 Registered Owner: Principal Amount: 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 Principal Amount identified above, upon presentation and surrender hereof at the designated office of The Bank of New York Mellon Trust Company, N.A. in Pittsburgh, Pennsylvania, as the Paying Agent for the Series 2024C Bonds, or any successor Paying Agent appointed by the City pursuant to the Bond Resolution hereinafter referred to, and to pay, to the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above, until payment of the Principal Amount, or until provision for the payment thereof has been duly provided for, such interest being payable A-1 semiannually on the first day of January and the first day of July of each year, commencing on 1, 20_. Interest will be paid on each such interest payment date by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the City maintained by the Bond Registrar for the Series 2024C Bonds (identified above and described herein), at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the interest payment date (the Record Date), irrespective of any transfer or exchange of such Series 2024C Bond subsequent to each Record Date and prior to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Series 2024C Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mail, postage prepaid, by the Bond Registrar to the Registered Owners of Series 2024C Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Series 2024C Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. This Series 2024C Bond is one of an authorized issue and series of bonds in the aggregate principal amount of $ (the "Series 2024C Bonds") of like date, tenor and effect, except as to number, maturity and interest rate, issued to pay the cost of acquisition, construction and equipping of certain capital improvements within the City, pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes, the Charter of the City of Miami, Ordinance No. 12137 duly enacted by the City on October 11, 2001, Resolution No. R-19-0062 duly adopted by the City on February 14, 2019, and Resolution No. 24-_ duly adopted by the City on June , 2024 (collectively, the "Bond Resolution"), and other applicable provisions of law. This Series 2024C Bond is subject to all the terms and conditions of the Bond Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Bond Resolution. This Series 2024C Bond shall not be or constitute a general indebtedness within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes other than the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the payment thereof. Neither the full faith and credit nor the ad valorem taxing power of the State of Florida or any political subdivision or agency thereof (except the taxing power of the City, but only to the extent of the Limited Ad Valorem Tax) is pledged to the payment of this Series 2024C Bond, and it is expressly agreed by the Registered Owner of this Series 2024C Bond that, except for the Limited Ad Valorem Tax, such Registered Owner shall never have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal property for the payment of the principal of, premium, if any, and interest on this Series 2024C Bond or for the payment of any other amounts provided for in the Bond Resolution. The Series 2024C Bonds are special limited parity obligations of the City payable from (i) the Limited Ad Valorem Tax to be levied annually on all taxable property in the City, and (ii) to the extent provided in the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally available non -ad valorem revenues of the City in an amount which together with the A-2 amounts on deposit in the respective accounts of the Bond Fund for the Series 2024C Bonds is sufficient to pay the principal of, redemption premium, if any and interest on the Series 2024C Bonds then due and payable; provided, however, that not more than 10% of the Maximum Annual Debt Service on the Series 2024C Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. Reference is made to the Bond Resolution for the provisions, among others, relating to the terms, lien and security for the Series 2024C Bonds, the custody and application of the proceeds of the Series 2024C Bonds, the rights and remedies of the holders of the Series 2024 Bonds, 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. [INSERT THE FOLLOWING REDEMPTION PROVISIONS ONLY IF THE SERIES 2024C BONDS ARE SUBJECT TO REDEMPTION] [The Series 2024C Bonds maturing January 1, are subject to mandatory redemption prior to maturity, in part, as selected by lot, at a redemption price of 100% of the principal amount thereof on January 1, and on each January 1 thereafter in the following principal amounts: Date Principal Amount * Maturity.] [The Series 2024C Bonds maturing on 1, and thereafter shall be [further] subject to redemption prior to their maturity, at the option of the City on or after 1, , as a whole or in part at any time (selected by the City among maturities and by lot within a maturity), at the redemption prices (expressed as percentages of principal amount) set forth in the following table, plus accrued interest from the most recent interest payment date to the redemption date: Redemption Periods (Both Dates Inclusive) January 1, through December 31, January 1, and thereafter] Redemption Prices 0/0 [Notice of call for redemption is to be given by mailing a copy of the redemption notice by U.S. mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Series 2024C Bond to be redeemed at the address shown on the registration books maintained by the City, as Bond Registrar, or any successor Bond Registrar appointed by the City pursuant to the Bond Resolution. Failure to give such notice by mailing to any Bondholder, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 2024C Bond or portion thereof with respect to which no such failure or defect has A-3 occurred. All such Series 2024C Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date.] This Series 2024C Bond may be transferred upon the registration books of the City upon delivery thereof to the designated office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Series 2024C Bond or by such registered owner's attorney -in -fact or legal representative, containing written instructions as to the details of transfer of this Series 2024C Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2024C Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Bond Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2024C Bond or Series 2024C Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Series 2024C Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2024C Bonds, of authorized denominations of the same series and maturity. The City and the Bond Registrar may charge the owner of such Series 2024C Bond for the registration of every transfer or exchange of a Series 2024C Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer or exchange, and may require that such amounts be paid before any such new Series 2024C Bond shall be delivered. If the date for payment of the principal of, redemption premium, if any, or interest on this Series 2024C Bond shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the City, a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. The City has established a book -entry system of registration for the series of Series 2024C Bonds of which this is one. Except as specifically provided otherwise in the Bond Resolution, an agent will hold this Series 2024C Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Series 2024C Bond shall be deemed to have agreed to such arrangement. It is hereby certified and recited that this Series 2024C Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida; that all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this Series 2024C Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto; that the issuance of the Series 2024C Bonds of this issue does not violate any constitutional or statutory limitation or provision; that due provision has been made for the levy and collection of the Limited Ad Valorem Tax upon all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), to pay the principal of, redemption premium, if any, and interest on the Series 2024C Bonds as the same shall become due and payable, which tax shall be A-4 assessed, levied and collected at the same time and in the same manner as other ad valorem taxes are assessed, levied and collected within the corporate limits of the City. This Series 2024C Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication endorsed hereon shall have been manually signed by the Bond Registrar. This Series 2024C 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 2024C 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 as of the date hereof. (SEAL) ATTESTED AND COUNTERSIGNED: By: City Clerk CITY OF MIAMI, FLORIDA By: City Manager APPROVED AS TO FORM AND CORRECTNESS: City Attorney A-5 CERTIFICATE OF AUTHENTICATION This Series 2024C Bond is one of the Series 2024C Bonds and executed under the provisions of the within mentioned Bond Resolution. Date of Authentication: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Bond Registrar By: Authorized Officer A-6 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 2024C Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to register the transfer of the within Series 2024C Bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: 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 2024C 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 2024C 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. A-7