Exhibits A & B for Series 2015 Project go/ 9/7S_
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EXHIBIT A
SERIES 2015 PROJECT
Renovation and expansion of the Miami Beach Convention Center to modernize and
upgrade the Convention Center facility and areas in the vicinity of the Convention Center,
including but not limited to creation of a new public park and related facilities, restoration of the
Carl Fisher Clubhouse and Collins Canal seawall, and streetscape, landscape and other
infrastructure improvements.
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EXHIBIT B
FORM OF BOND
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI BEACH, FLORIDA
RESORT TAX REVENUE BOND,
SERIES
Interest Maturity Date of Original
Rate Date Issuance CUSIP
,20 , 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT: Dollars
KNOW ALL MEN BY THESE PRESENTS that the City of Miami Beach, Florida (the
"City"), a municipal corporation duly organized and existing under the Constitution and laws of
the State of Florida, for value received, hereby promises to pay to the registered owner specified
above, or registered assigns, on the date specified above, but solely from the sources hereinafter
mentioned, upon presentation and surrender hereof at the designated corporate trust office of
as paying agent(said and/or any bank or trust company to
become successor paying agent being herein called the "Paying Agent"), the principal sum
specified above with interest thereon at the rate per annum specified above, payable on the first
day of and of each year, commencing on
Principal of this Bond is payable at the designated office of the Paying
Agent. Interest on this Bond is payable by check or draft of the Paying Agent made payable to
the registered owner as its name and address shall appear on the registry books of
, as Registrar (said and any successor Registrar being
herein called the "Registrar") at the close of business on the fifteenth day of the calendar month
preceding each interest payment date or the date on which the principal of this Bond is to be paid
(the"Regular Record Date");provided,however, that(i) if ownership of the Bonds is maintained
in a book-entry only system by a securities depository, such payment may be made by automatic
funds transfer (wire) to such securities depository or its nominee or (ii) if such Bonds are not
maintained in a book-entry only system by a securities depository, upon written request of the
Holder of$1,000,000 or more in principal amount of Bonds, such payments may be made by
wire transfer to the bank and bank account specified in writing by such Holder(such bank being
a bank within the continental United States), if such Holder has advanced to the Paying Agent
the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to
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deduct the cost of such wire transfer from the payment due such•Holder. Any interest not
punctually paid on a Regular Record Date shall forthwith cease to be payable to the registered
owner on such Regular Record Date and may be paid at the close of business on a special record
date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof
shall be given not less than 10 days prior to such special record date to such registered owner.
Such interest shall be payable from the most recent interest payment date next preceding the date
of authentication to which interest has been paid, unless the date of authentication is an
1 or 1 to which interest has been paid, in which case from
the date of authentication, or unless the date of authentication is prior to
20, in which case from , 20_, or unless the date of authentication is
between a Regular Record Date and the next succeeding interest payment date, in which case
from such interest payment date. All such payments shall be made in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and
debts.
private _
This Bond is one of an authorized issue of Bonds of the City designated as its "Resort
Tax Revenue Bonds, Series " (herein called the "Series Bonds"), in the aggregate
principal amount of Dollars($ )of like date,
tenor,and effect, except as to number,date of maturity and interest rate, issued for the purpose of
( ) under the authority of and in
full compliance with the Constitution and Statutes of the State of Florida, including particularly
Chapter 67-930, Laws of Florida, as amended, Chapter 166, Florida Statutes, as amended from
time to time, and other applicable provisions of law, and a resolution duly adopted by the Mayor
and City Commission of the City on , 2015 (hereinafter referred to as the
"Resolution")and is subject to all the terms and conditions of the Resolution.
This Bond is payable from and secured by a lien on and pledge of the Resort Tax levied
by the City within its corporate limits and other moneys held in certain funds and accounts
established under the Resolution (collectively, the "Pledged Funds"), all in the manner provided
in the Resolution. The City is not obligated to pay this Bond or the interest hereon except from
the Pledged Funds pledged thereto, and the full faith and credit of the City are not pledged for
the payment of this Bond and this Bond does not constitute an indebtedness of the City within
the meaning of any constitutional, statutory or other provision or limitation; and it is expressly
agreed by the Holder of this Bond that such Holder shall never have the right to require or
compel the exercise of the ad valorem taxing power of the City, or taxation in any form of any
of and interest on this Bond or
herein for the payment of the principal
real or personal property therein, p y
P P
P Y
the making of any other Sinking Fund and other payments provided for in the Resolution.
It is further agreed between the City and the Holder of this Bond that this Bond and the
obligation evidenced hereby shall not constitute a lien upon property of or in the City, but shall
constitute a lien only on the Pledged Funds,all in the manner provided in the Resolution.
[Redemption Provisions]
Additional parity bonds may be issued by the City from time to time upon the conditions
and within the limitations and in the manner provided in the Resolution.
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F The original registered owner, and each successive registered owner of this Bond, shall
be conclusively deemed to have agreed and consented to the following terms and conditions:
1. The Registrar shall keep books for the registration of Bonds and for the
registration of transfers of Bonds as provided in the Resolution. The Bonds shall be transferable
by the registered owner thereof in person or by his attorney duly authorized in writing only upon
the books of the City kept by the Registrar and only upon surrender hereof together with a
written instrument of transfer satisfactory to the Registrar duly executed by the registered owner
or his duly authorized attorney. Upon the transfer of any such Bond, the City shall issue in the
name of the transferee a new Bond or Bonds of the same series, interest rate and maturity of any
other authorized denominations.
2. The City, the Paying Agent and the Registrar may deem and treat the person in
whose name any Bond shall be registered upon the books kept by the Registrar as the absolute
owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond as the same becomes
due,and for all other purposes. All such payments so made to any such registered owner or upon
his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
• extent of the sum or sums so paid, and neither the City,the Paying Agent, nor the Registrar shall
be affected by any notice to the contrary.
3. At the option of the registered owner thereof and upon surrender hereof at the
principal corporate trust office of the Registrar with a written instrument of transfer satisfactory
to the Registrar duly executed by the registered owner or his duly authorized attorney and upon
payment by such registered owner of any charges which the Registrar or the City may make as
provided in the Resolution, the Bonds may be exchanged for Bonds of the same series, interest
rate and maturity of any other authorized denominations.
4. In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the City shall execute and the Registrar shall authenticate and deliver Bonds in
{{ accordance with the provisions of the Resolution. There shall be no charge for any such
exchange or transfer of Bonds, but the City or the Registrar may require payment of a sum
sufficient to pay any tax, fee or other governmental charge required to be paid with respect to
such exchange or transfer. Neither the City nor the Registrar shall be required (a) to transfer or
exchange Bonds for a period of 15 days next preceding an interest payment date on such Bonds
or next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of
any notice of redemption;or(b) to transfer or exchange any Bonds called for redemption.
It is hereby certified and recited that all acts, conditions and things required to exist, to
ent to and in the issuance of this Bond exist, have happened
happen, and to be performed, precedent � PP
FF P
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and have been performed in regular and due form and time as required by the Laws and
Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of
the issue of Bonds of which this Bond is one, is in full compliance with all constitutional,
statutory or charter limitations or provisions.
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} IN WITNESS WHEREOF, the City of Miami Beach, Florida has caused this Bond to be
signed by the Mayor, either manually or with his facsimile signature, and the seal of the City of
Miami Beach, Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced
hereon,and attested by the City Clerk,either manually or with his facsimile signature.
CITY OF MIAMI BEACH, FLORIDA
Mayor
(SEAL)
Attest:
City Clerk
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FORM OF CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds delivered pursuant to the within mentioned Resolution.
as Registrar
By:
Authorized Signatory
Date of Authentication:
F
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[FORM OF ABBREVIATIONS FOR BONDS]
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations.
TEN COM — as tenants in common
TEN ENT — as tenants by the entireties
JT TEN — as joint tenants with the right of survivorship and not as tenants in common
UNIFORM GIFT MIN ACT — Custodian for
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used
though not in the above list.
[FORM OF ASSIGNMENT FOR BONDS]
For value received, the undersigned hereby sells, assigns and transfers unto.
the within Bond,and all rights thereunder,and hereby irrevocably constitutes
and appoints , attorney to transfer the said Bond on the bond register, with
full power of substitution in the premises.
Dated:
Please insert Social Security or other
identifying number of transferee:
Signature guaranteed:
NOTICE: The transferor's signature to this Assignment must correspond with the name
as it appears on the face of the within Bond in every particular without
alteration or any change whatever.
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