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HomeMy WebLinkAboutExhibit AEXHIBIT "A" DRAFT FORM OF SERIES 2019 BONDS No.R- [FORM OF BONDS] UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF MIAMI-DADE THE CITY OF MIAMI PARKING SYSTEM REVENUE REFUNDING BONDS, TAX-EXEMPT SERIES 2019 MATURITY DATE INTEREST RATE DATED DATE CUSIP NO October 1, 20 % Registered Owner: CEDE & CO. Principal Amount: THOUSAND DOLLARS The City of Miami (the "City"), a municipal corporation in the County of Miami -Dade, State of Florida, for value received, promises to pay, but solely from the sources and in the manner described below, to the order of the Registered Owner as herein provided, on the Maturity Date, upon the presentation and surrender hereof, at the principal corporate trust office of TD Bank, National Association, in the City of Cherry Hill, New Jersey (the "Trustee") the Principal Amount identified above. The City also promises to pay, solely from such sources, interest thereon from the date hereof at the Interest Rate identified above per annum until said principal sum is paid, such interest being payable on April 1 and October 1 and in each year commencing , 20. from the interest payment date next preceding the date of registration and authentication of this Bond, unless this Bond is registered and authenticated as of an interest payment date, in which case it shall bear interest from said interest payment date, or unless this Bond is registered and authenticated prior to I in which case it shall bear interest from , 20; provided, however, that if at the time of authentication, interest is in default, this Bond shall bear interest from the date to which interest shall have been paid. The City shall pay principal and interest in any coin or currency of the United States of America that is legal tender for the payment of public and private debts on the respective dates of payment thereof. This Bond is one of a duly authorized series of Parking System Revenue Bonds of the City, initially issued in an aggregate principal amount of Dollars ($ ) (the "Series 2019 Bonds"). The Series 2019 Bonds are dated , 20, Page 1 of 7 and are of like tenor and effect except as to number, interest rate, stated maturity, and redemption. The City will use the proceeds of the Series 2019 Bonds to (i) refund the City's outstanding Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009; (ii) provide for the funding of the reserve account; and (iii) provide for the payment of certain costs of issuance in connection with the issuance of the Series 2019 Bonds. This Bond is issued under Ordinance No. 11693 duly enacted by the City Commission of the City on August 14, 1998, as supplemented and amended by Ordinance No 11719, enacted by the City Commission on October 27, 1998 (collectively, the "1998 Bond Ordinance"), as further supplemented by Ordinance No. enacted by the City Commission on October 10, 2019 (the "Series Ordinance" and, together with the 1998 Bond Ordinance, the "Ordinance"). The Ordinance provides for the issuance from time to time of additional bonds on a parity with this Bond, under the conditions, limitations and restrictions and for the purposes set forth in the Ordinance. All capitalized undefined terms used herein shall have the meaning set forth in the Ordinance. This Bond is a limited obligation of the City secured by a pledge of, and payable solely from, Net Revenues, the City's rights to receive Net Revenues, and the money and Investment Obligations in the funds and accounts established under the Ordinance and the income derived from such Investment Obligations and the investment of such money. This Bond shall not be deemed to constitute a debt of the City for which the full faith and credit of the City are pledged, and the City is not obligated to pay this Bond or the premium, if any, or the interest hereon except from the aforementioned sources. The issuance of this Bond shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefor, and the holder of this Bond shall have no recourse to the power of taxation. This Bond does not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than upon the Net Revenues and other items expressly pledged under the terms of the Ordinance. Reference is made to the Ordinance for a more complete statement of the provisions thereof and of the rights of the City, the Trustee, and the holder of this Bond. Copies of the Ordinance are on file and may be inspected at the principal office of the Trustee. By the purchase and acceptance of this Bond the holder or owner hereof signifies assent to all of the provisions of the Ordinance. This Bond is issued and the Ordinance was adopted under and pursuant to the Constitution and laws of the State of Florida, particularly Charter 166, Florida Statutes, and the Charter of the City. The transfer of this Bond is registrable by the registered owner hereof in person or by his attorney or legal representative at the principal office of the Trustee, but only upon presentation hereof to the Trustee, as Bond Registrar, together with an assignment duly executed by the registered owner or his attorney or legal representative, and the Trustee, as Bond Registrar, shall Page 2 of 7 make a notation of such transfer on the books maintained for such purpose and shall endorse the same hereon. Any holder requesting any exchange or registration of transfer of this Bond shall pay any tax or other governmental charge required to be paid with respect thereto and any charge for shipping and out-of-pocket costs incurred by the City and the Trustee in connection with such exchange or registration of transfer. The Trustee shall not be required to make any exchange or to register the transfer of this Bond during the period of 15 days next preceding any interest payment date or after notice of redemption of this Bond or any portion thereof has been given pursuant to the Ordinance. [Insert redemption provisions applicable to the Series 2019 Bonds] All Bonds are subject to redemption as a whole at any time or in part, on any Interest Payment Date at the option of the City, at a redemption price equal to the principal amount thereof without premium, plus accrued interest to the redemption date, if all or any past of the Parking System (as defined in the Ordinance) is damaged, destroyed, or condemned. If less than all of the Series 2019 Bonds are called for redemption, the particular Series 2019 Bonds to be redeemed shall be selected by the City as provided in the Ordinance. If the City fails to select the Series 2019 Bonds to be redeemed, the Trustee shall first redeem Series 2019 Bonds bearing the highest rate of interest, and if Series 2019 Bonds of more than one maturity bear the same rate of interest, the Trustee will redeem Series 2019 Bonds in the inverse order of maturities and by lot within a maturity as the Trustee, in its discretion, may determine. Any such redemption, either as a whole or in part, may be made upon at least 30 days' prior notice as provided in the Ordinance. On the date fixed for redemption, notice having been mailed in the manner provided in the Ordinance, the Series 2019 Bonds or portions thereof called for redemption will be due and payable at the redemption price provided therefor, plus accrued interest to such date. If there has been delivered to the Trustee, and the Trustee is then holding in trust, money or Government Obligations of the United States, or a combination of both, sufficient to pay the redemption price of the Series 2019 Bonds to be redeemed plus accrued interest to the date of redemption, interest on the Series 2019 Bonds called for redemption will cease to accrue; such Series 2019 Bonds will cease to be entitled to any benefits or security of, or to be deemed outstanding under the Ordinance; and the holders of such Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof, plus accrued interest to the date of redemption. In addition, this Bond will not be deemed to be outstanding under the Ordinance and will cease to be entitled to the security of or any rights under the Ordinance, and the holder hereof shall have no rights other than to be given notice of redemption and to receive payment of the redemption price hereof and accrued interest hereon to the date of redemption, if irrevocable instructions to pay this Bond on one or more specified days or to call the same for redemption at the earliest redemption date have been given to the Trustee and money or Government Obligations, or a Page 3 of 7 combination of both, sufficient to pay the redemption price of this Bond, together with accrued interest hereon to such date, are held by the Trustee in trust for the holder hereof. Government Obligations will be deemed to be sufficient to redeem or pay this Bond on a specified date if the principal of and the interest on such Government Obligations, when due, will be sufficient to pay on such date the redemption price of and the interest accruing on this Bond to such date, as more fully provided in the Ordinance. The holder of this Bond shall have no right to enforce the provisions of the Ordinance, to institute action to enforce the covenants therein, to take any action with respect to any event of default under the Ordinance, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Ordinance. Upon the occurrence of certain events of default, and on the conditions, in the manner and with the effect set forth in the Ordinance, the principal of this Bond may become or may be declared due and payable before its stated maturity, together with the interest accrued hereon. Modifications or alterations of the Ordinance or of any Ordinance supplemental thereto may be made only to the extent and in the circumstances permitted by the Ordinance. Subject to the provisions for registration endorsed hereon and contained in the Ordinance, nothing contained in this Bond or in the Ordinance shall affect or impair the negotiability of this Bond, and this Bond shall have, as between successive holders, all the qualities and incidents of a negotiable instrument under the uniform commercial code investment securities law of the State of Florida and shall be understood to be an investment security within the meaning of and for all the purposes of Article 8 of the Uniform Commercial Code of Florida. 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 required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Ordinance until the certificate of authentication endorsed hereon has been executed by the Trustee. [Remainder of Page Intentionally Left Blank] Page 4 of 7 IN WITNESS WHEREOF, The City of Miami has caused this Bond to be signed by its City Manager and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and its official seal to be affixed hereto or a facsimile of its seal to be reproduced hereon, all as of the day of 20_. (SEAL) ATTEST: in City Clerk THE CITY OF MIAMI, FLORIDA is City Manager APPROVED AS TO FORM AND CORRECTNESS: is Page 5 of 7 City Attorney CERTIFICATE OF AUTHENTICATION This Bond is a Bond of the Series designated therein issued under the provisions of the within -mentioned Ordinance. Date of Authentication 20 TD BANK, NATIONAL ASSOCIATION, as Bond Registrar Page 6 of 7 Authorized Officer ASSIGNMENT AND TRANSFER For value received, the undersigned, sells, assigns and transfers unto (please insert Social Security or other identifying number of transferee) the attached Bond of the City of, Miami, Florida, and does hereby constitute and appoint , attorney, to transfer the said Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed by [Member firm of the New York Stock Exchange or a commercial bank or a trust company.] By: (manual sianature) NOTICE: No transfer will be registered and no Title: new Bonds will be issued in the name of the Transferee, unless the signature to this assignment corresponds with the name as it appears on the face of the within. 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. Page 7 of 7