J Specimen Note
REGISTERED
No. R-l
REGISTERED
$3,941,059
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI BEACH, FLORIDA
NON-A D VALOREM REVENUE NOTE, SERIES 1999
Maturity Date: June 1, 2009
Dated Date: June 28, 1999
Registered Holder: Florida Power & Light Company
Principal Amount:
Three
Dollars
lio Nine Hundred Forty-One Thousand and Fifty-Nine
3, 41,059)
The City of Miami Beach, Florida (herein called the "City"), a political subdivision and
public body corporate and politic in Mi '-Dade County, Florida, duly organized and operating
under the Constitution and laws of th tate f Florida is justly indebted and for value received
hereby promises to pay to the Register older identified above, or to the registered assigns or legal
representatives of such Registered Ho b solely from the revenues hereinafter mentioned, on
the dates hereinafter provided, the Principa Amount identified above, and to pay, solely from such
revenues, interest on the Principal Amount remaining unpaid from time to time, at the Interest Rate
per annum identified above on the first daYSicember and June of each year, commencing on
December 1, 1999, until the entire Principal.. . unt has been repaid. Principal of and interest on
this Note will be paid by bank wire, check, dra r bank transfer delivered to the Registered Holder
hereof at its address as it appears on the registr books of the City at the close of business on the
fifth Business Day (as defined in the Resolution), of the month next preceding the interest payment
date (the "Record Date"). The principal of this Note shall be payable in semi-annual installments
in the amounts set forth on Schedule A attached here d b)J IS reference made a part hereof.
360 day year consisting of twelve
Interest on this Note shall be calculated on the
thirty day months.
Any payment of principal hereof or interest hereon nOj.a:d ~en due shall bear interest from
the due dat~ until paid at the rate of six percent (6%) per ann .. .
This Note is the only Note of the entire authorized iss . of tes in the aggregate principal
amount of Three Million Nine Hundred Forty-One Thousand an Ifty-Nine Dollars ($3,941,059),
issued to finance the acquisition and construction of the Project (as defined in the Resolution),
pursuant to the authority of and in full compliance with the constiN' on .. laws of the State of
Florida, including particularly Part II, Chapter 166, Florida Statutes, th art r ofthe City and other
applicable provisions oflaw (the "Act"), and a Resolution No. 98-228 . . dopted by the Mayor
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and City Commission on September 9, 1998, as amended by Resolution No. 99-23220, duly adopted
by the Mayor 'if Commission on June 23,1999 (collectively, the "Resolution") This Note is
subject in all re s to the terms and conditions of the Resolution.
Subject t~h rovisions ofthe Resolution, the City has covenanted and agreed to budget and
appropriate in its Annual Budget, by amendment, if necessary, from Non-Ad Valorem Revenues
lawfully available in each Fiscal year, amounts sufficient to pay the principal of and interest on this
Note coming due in suc I year, until paid in full. Such covenant and agreement on the part of
the City to budget and a late such amounts of Non-Ad Valorem Revenues shall be cumulative
to the extent not paid, shall continue until such Non-Ad Valorem Revenues or other legally
available funds in amoun s sufficient to make all such required payment shall have been budgeted,
appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does
not covenant to maintain any s . or program, now provided or maintained by the City, which
generate Non-Ad Valorem Rev
Such covenant to bud ppropriate does not create any lien upon or pledge of such
Non-Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non-Ad
Valorem Revenues, nor does it require the City to levy and collect any particular Non-Ad Valorem
Revenue, nor does it give the NotehOI~dr pri61 claim on the Non-Ad Valorem Revenues as opposed
to claims of general creditors of the Ci !~ Such covenant to budget and appropriate Non-Ad Valorem
Revenues is subject in all respects to th %\. ayment of obligations secured by a pledge of such Non-Ad
Valorem Revenues heretofore or hereina ..~tered into (including the payment of debt service on
bonds and other debt instruments). However, the covenant to budget and appropriate in its Annual
Budget for the purposes and in the manner stated in the Resolution shall have the effect of making
available in the manner described herein NO~ Valorem Revenues and placing on the City a
positive duty to budget and appropriate, by am~ldment, if necessary, amounts sufficient to meet its
obligations hereunder; subject, however, in a'> respect to the restriction of Section 166.241(3),
Florida Statutes, which provides, in part, tha e governing body of each municipality make
appropriations for each fiscal year which, in anyone year, shall not exceed the amount to be received
fro~ taxation or oth~r reve~ue sources; and s~bject er, to t. ~.. ayment of services ~d p:ograms
WhICh are for essentIal pubhc purposes affectmg the h , wdlrre and safety of the mhabltants of
the City or which are legally mandated by applicaIl e leference is hereby made to the
Resolution for the provisions among others, relating..1 t!. s and security for the Note, the
custody and application of the proceeds of the Note, the rights and remedies of the Registered Owner
of the Note, and the extent of and limitations on the City's rights, duties and obligations, to all of
which provisions the Registered Holder hereof for itself an . -sufcessors in interest assents by
acceptance.ofthis Note. All capitalized terms used herein, u therwise defined herein, shall
have the meanings ascribed thereto in the Resolution.
THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR
A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, OR A DEBT OR PLEDGE OF
THE FAITH AND CREDIT OF THE STATE OF FLORI OanNY POLITICAL
SUBDIVISION THEREOF WITHIN THE MEANING OF A. CbNSTITUTIONAL,
LEGISLATIVE OR CHARTER PROVISION OR LIMIT A TIO A IT IS EXPRESSLY
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AGREED BY THE REGISTERED HOLDER OFTHI:.; NOTE THAT SUCH REGISTERED
HOLDER SH NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO
REQUIRE OR PEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF
THE CITY OI\A OTHER POLITICAL SUBDIVISION OF THE STATE OF FLORIDA
OR TAXATION--I, ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE
PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS
NOTE OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PROVIDED FOR IN THE
RESOLUTION.
It is further agrecil between the City and the Registered Holder of this Note that this Note and
the indebtedness eviden~d hereby shall not constitute a lien upon the Project, or any part thereof,
or any other tangible personal property of or in the City. Neither the members of the Governing
Body ofthe City nor any perso ing this Note shall be liable personally on this Note by reason
of their issuance.
This Note may be prepai 'ole or in part by the City at any time prior to maturity without
premium or penalty, upon the City providing the Registered Holder at least ten (10) days' advance
notice of its intent to prepay. In the event of any partial prepayment of this Note, each partial
prepayment shall (i) be in an amount e tt~50,000 or an integral multiple of $50,000 in excess
thereof, (ii) include the payment of al terest accrued to the date of prepayment, and (iii) be first
applied to accrued interest hereon, an en to the principal. Any prepayments shall be evidenced
by the customary documentation of the Ge( and a copy of such documentation shall be provided
to the City after each prepayment.
The registration of this Note may be al.. . ned upon the registration books upon delivery to
the Clerk of the City accompanied by a written i..... trument or instruments of assignment in form and
with guaranty of signature satisfactory to the C rk, duly executed by the Holder of this Note or by
its attorney in fact or legal representative, con aining written instructions as to the details of
assignment of this Note, along with the social security number or federal employer identification
number of such assignee. In all cases of an assig t of thi ote the City shall at the earliest
practical time in accordance with the provisions of th . on enter the change of ownership
in the registration books. The City may charge the Hol. Note for the registration of every
such assignment of a Note an amount sufficient to ei ur it 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 assignment, and may require that such amounts be paid before any such assignment of a Note
shall be effective.
It is hereby certified and recited that all acts, conditi s and things required to exist, to
happen, and to be performed precedent to and in the issuance oisg}<Jote exist, have happened and
have been performed in regular and due form and time as required by the Constitution and laws of
the State of Florida applicable hereto, and that the issuance of the Note does not violate any
constitutional or statutory limitation or provision, or any limitation 0 ' OVl on of the Act.
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THE REGISTERED HOLDER, BY ITS ACCEPTANCE OF THIS NOTE, AND THE
CITY, BY ITSS," ' ,'. EPTANCE OF THE PROCEEDS OF THIS NOTE, VOLUNTARILY
AND INTENT, LL Y WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY
JURY IN RESPE "'. TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR ~. NNECTION WITH THIS NOTE, THE RESOLUTION OR ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRIT~R ACTIONS OF EITHER PARTY.
IN WITNESS ~REOF, the City of Miami Beach, Florida has issued this Note and has
caused the same to be executed by the manual or facsimile signature of the Mayor, and attested by
the manual or facsimile signature of the Clerk and its corporate seal or a facsimile thereof to be
affixed or reproduced hereon, the 28th day of June, 1999.
[SEAL]
ATTEST:
Clerk
I
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CITY OF MIAMI BEACH, FLORIDA
E
4
Mayor
[Form of Abbreviations)
The fOlIOS. a breviations, when used in the inscription on the face ofthe within Note, shall be construed as
though they were wr ut in full according to the applicable laws or regulations.
TEN COM - as ten n 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 TRANS MIN Custodian for under Uniform Transfers to
Cust.)
Minors Act of
(Minor)
(State)
Additional abbreviations may be used though not in the above list.
D ASSIGNMENT
FOR VALUE RECE~ undersigned
(the "Assignor"). hereby sells, assigns and transfers unto
(the "Assignee")
PLEASE INSERT SOeCURlTY NUMBER OR FEDERAL
EMPLOYER TAX IDE FIC TION NUMBER OF TRANSFEREE
the within Note and all rights thereunder,
within Note on the books kept for registration
in the premises.
Date:
Signature Guaranteed:
Notice: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange,
a membecfirm of any other recognized national
securities exchange or a commercial bank or
trust company.
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d hereby irrevocably constitutes and appoints
as attorney to register the assignment of the
signment thereof, with full power of substitution
NOTICE: No assignment will be registered in
the namfihe Assignee, unless the
signature(s. 0 t IS assignment correspond(s)
with the n ..... as it appears upon the face of the
within N.. '. every particular without
alteration or enlargement or any change
whatever and the Social Security or Federal
Employer Ident~iNumber of the
Assignee is SUPP]l "-I
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SCHEDULE A
SCHEDULE OF PRINCIPAL REPAYMENTS
PAYMENT DATE
December 1, 1999
1 e 1, 2000
ecember 1, 2000
June 1,2001
Jun
December 1, 2002
June 1, 2003
December 1,
December 1, 2004
June 1, 2005
December 1,2005
June 1,2006
December 1, 2006
June 1,2007
December 1, 2007
June 1,2008
December 1,2008
June 1, 2009
Total
PRINCIP AL AMOUNT
$168,926.15
159,406.11
163,192.01
167,067.82
171,035.68
175,097.78
179,256.35
183,513.69
187,872.14
192,334.10
196,902.04
201,578.46
206,365.95
211,267.14
216,284.74
221,421.50
226,680.26
232,063.91
7,575.43
$3.941.059.00