Loading...
Exhibit A for Series 2015 Redevelopment Project (Pig—d01 S EXHIBIT A SERIES 2015 REDEVELOPMENT PROJECT 1. 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. 2. Renovation of the Bass Museum to increase programmable space at the facility. 3. Improvements to 17th Street, Drexel Avenue, Pennsylvania Avenue and Meridian Avenue to enhance the pedestrian experience between the Miami Beach Convention Center and Lincoln Road. 4. Improvements to Lincoln Road from Washington Avenue to Lenox Avenue. A-1 O03-4430.-4561/4/AMERICAS EXHIBIT B BOND FORM No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BOND, SERIES (CITY CENTER/HISTORIC CONVENTION VILLAGE) Date of Interest Rate Maturity Date Original Issuance CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: _DOLLARS KNOW ALL MEN BY THESE PRESENTS that the Miami Beach Redevelopment Agency (the "Agency"), 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 bank 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 office of the Paying Agent in lawful money of the United States of America. 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 bank 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 (the `Regular Record Date"); provided, however, that(1) 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 of 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 $1,000,000 or more in principal amount of Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such Holder (such bank being a bank within the continental United States), if such Holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such Holder. Any interest not B-1 003-4430.4561/4/AMERICAS punctually paid on an interest payment date shall forthwith cease to be payable to the registered owner on the Regular Record Date and may be paid to the registered owner as of the close of business on a special record date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given not less than 10 days prior to such special record date to the registered owners. Such interest shall be payable from the most recent interest payment date next preceding the date of authentication to which interest has been paid,unless the date of authentication is an 1 or 1 to which interest has been paid, in which case from the date of authentication, or unless the date of authentication is prior to , 20_in which case from , 20_, or unless the date of authentication is between a Regular Record Date and the next succeeding interest payment date, in which case from such interest payment date. This Bond is one of an authorized issue of Bonds of the Agency designated as its "Tax Increment Revenue Bonds, Series (City Center/Historic Convention Village)" (herein called the "Bonds"), in the aggregate principal amount of • Dollars ($ ) 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 163, Part III, Florida Statutes, as amended from time to time, and other applicable provisions of law, and a resolution duly adopted by the Agency on , 2015 (hereinafter referred to as the "Resolution") and is subject to all the terms and conditions of the Resolution. This Bond is payable solely from and secured by a first lien on and pledge of the Trust Fund Revenues (as defined in the Resolution) collected by the Agency pursuant to Section 163.387, Florida Statutes, as amended, and all moneys held in certain funds and accounts established under the Resolution (collectively, the "Pledged Funds"), all in the manner provided in the Resolution. Neither the Agency, the City, Miami-Dade County, Florida (the "County"), the State of Florida (the "State") nor any of its political subdivisions is obligated to pay this Bond or the interest hereon except from the Pledged Funds pledged thereto and neither the faith and credit nor the taxing power of the City, the County, the State or any of its political subdivisions is pledged to the payment of the principal of, or the interest on, this Bond. This Bond does not constitute an indebtedness of the Agency, the City, the County, the State or any political subdivision thereof 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, the County, the State or any political subdivision thereof or taxation in any form on any real or personal property therein, for the payment of the principal of and interest on this Bond and other payments provided for in the Resolution. It is further agreed between the Agency and the Holder of this Bond that this Bond and the obligation evidenced thereby shall not constitute a lien upon property owned by or situated within the corporate territory of the Agency or the City, but shall constitute a lien only on the Pledged Funds, all in the manner provided in the Resolution. Under the provisions of Section 163.387, Florida Statutes, as amended, the City and the County have established the City Center/Historic Convention Village Redevelopment and 8-2 003-4430-4561/4/AMERICAS Revitalization Trust Fund into which the County and the City have agreed to deposit on an annual basis their respective portions of the Trust Fund Revenues (as defined in the Resolution) for so long as the Bonds are outstanding. The Agency in the Resolution has established the Miami Beach Redevelopment Agency Sinking Fund (City Center/Historic Convention Village) and certain accounts therein and covenanted to deposit into said Sinking Fund and accounts therein solely from the Pledged Funds moneys to provide for the timely payment of principal of and interest on the Bonds and to create a reserve therefor, all to the extent and in the manner provided in the Resolution. Reference is hereby made to the Resolution for the specific provisions governing the Bonds. [Insert Redemption Provisions] Additional parity bonds may be issued by the Agency from time to time upon the conditions and within the limitations and in the manner provided in the Resolution. 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 Agency 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 Agency shall issue in the name of the transferee a new Bond or Bonds. 2. The Agency, the Registrar and the Paying Agent 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 Agency, 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 designated 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 Agency may make as provided in the Resolution, the Bonds may be exchanged for Bonds of the same series and maturity of any other authorized denominations. 4. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Agency 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 Agency 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 B-3 003-4430-4561/4/AMERICAS such exchange or transfer. Neither the Agency 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 • happen, and to be performed, precedent to and in the issuance of this 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 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. IN WITNESS WHEREOF, the Miami Beach Redevelopment Agency has caused this Bond to be signed by its Chairperson, either manually or with his facsimile signature, and the seal of the Miami Beach Redevelopment Agency or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and attested by its Secretary, either manually or with his facsimile signature. MIAMI BEACH REDEVELOPMENT AGENCY (SEAL) By: Chairperson Attest: • Secretary • B-4 003-4430.4651/4/AMERICAS CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds delivered pursuant to the within mentioned Resolution. Date of Authentication: is as Registrar By: Authorized Signatory • B-5 003.4430-0561/4/AMERICAS I ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Bond, shalt 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 MN ACT — Custodian for (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT 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. B-6 003-4430-4561/4/AMERICAS