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HomeMy WebLinkAboutexhibitsEXHIBIT "A" NOTICE OF SALE A-1 OFFICIAL NOTICE OF SALE CITY OF MIAMI, FLORIDA GENERAL OBLIGATION REFUNDING BONDS SERIES 2003B - $4,165,000* PUBLIC NOTICE IS HEREBY GIVEN that the City Commission (the "Commission") of the City of Miami, Florida (the "City") will on Wednesday, November 19, 2003, at the hour of 10:00 a.m., Miami time, or on such other date or at such other time as is announced via Thomson Municipal News ("I -Deal Prospectus") at the offices of RBC Dain Rauscher Inc., 600 Corporate Drive, Suite 670, Ft. Lauderdale, FL 33334, receive bids for the purchase of the Bonds more particularly described below. Bids must be submitted electronically by DALCOMP/PARITY, by the date and hour specified above (or such other date or time specified via I -Deal Prospectus or Bloomberg Wire Service). No bids will be received by hand delivery, facsimile or mail. See "ELECTRONIC BIDDING" below. THIS NOTICE OF SALE IS SUBJECT TO RATIFICATION BY THE COMMISSION AT ITS MEETING ON NOVEMBER 13, 2003. FURTHERMORE, IF THE COMMISSION DOES NOT APPROVE THE ISSUANCE OF THE BONDS (AS DEFINED BELOW) AT ITS NOVEMBER 13, 2003 MEETING, THE CITY SHALL WITHDRAW THIS NOTICE AND THIS NOTICE SHALL HAVE NO EFFECT. ISSUE: The Bonds to be sold are the "City of Miami, Florida, General Obligation Refunding Bonds, Series 2003B" (the "Bonds") in the aggregate principal amount of $4,165,000.* The Bonds will be dated their date of delivery, and will be issued as fully registered bonds, in denominations of $5,000 and integral multiples thereof, by means of a book -entry system with no physical distribution of bond certificates to the public. INFORMATION AVAILABLE FROM PRELIMINARY OFFICIAL STATEMENT: Reference is made to the Preliminary Official Statement dated November 14, 2003 (the "Preliminary Official Statement") for information as to the authorization and purpose of the Bonds; security for and lien position of the Bonds; the custody and application of proceeds of the Bonds; the book -entry system, transfer, exchange and place of payment of the Bonds; the exclusion of the interest on the Bonds from federal income taxation; and all present intangible personal property taxes imposed pursuant Chapter 199, Florida Statutes; and other information relating to the Bonds and the City. BOND INSURANCE: The City has received a commitment for a municipal bond insurance policy to be issued by XL Capital Assurance Inc. which will insure payment of the principal of and interest on all of the Bonds when due. MATURITIES: The Bonds will mature on December 1 in the years and in the amounts of principal as designated below: The total principal amount and amounts maturing in particular years may be subject to change as described in "ADJUSTMENT OF MATURITIES AND PRINCIPAL AMOUNT AFTER DETERMINATION OF BEST BID" below. A-2 Maturity Date Principal Amoynt* 2004 $ 20,000 2005 15,000 2006 20,000 2007 20,000 2008 20,000 2009 20,000 2010 20,000 2011 1,285,000 2012 1,375,000 2013 1,370,000 * Subject to change. The total principal amount and amounts maturing in particular years may be subject to change as described in "ADJUSTMENT OF MATURITIES AND PRINCIPAL AMOUNT AFTER DETERMINATION OF BEST BID" below. NO PRIOR REDEMPTION: The Bonds are not subject to redemption prior to their respective maturities. INTEREST RATES AND LIMITATIONS: Interest shall be payable on June 1 and December 1 of each year, commencing on June 1, 2004, and will be computed on the basis of a 360-day year of twelve 30-day months. There is no limit on the number of rates specified, except that one interest rate only shall be specified for the Bonds of any maturity. Supplemental interest coupons will not be permitted. The rate must be stated in a multiple of 1/8th or 1/20th of 1% per annum. A zero rate of interest may not be named. The maximum differential between the lowest and the highest interest rates stated in the bid may not exceed two percent (2%) per annum. The interest rate specified for any Bond may not be lower than that specified for Bonds of any earlier maturity (i.e., only repeating or ascending rates may be bid for the Bonds). ADJUSTMENT OF MATURITIES AND PRINCIPAL AMOUNT AFTER DETERMINATION OF BEST BID: The aggregate principal amount and the principal amount of each maturity of the Bonds described in the Maturity Schedule are subject to adjustment by the City, after the determination of the best bid for the Bonds. Changes to be made will be communicated to the best bidder by the time of award of the Bonds to the successful bidder. The price bid (Le., par plus the premium or less the discount bid) by the successful bidder may be changed as described below, but the interest rates specified by the successful bidder for all maturities will not change. A successful bidder may not withdraw its bid as a result of any changes made within these limits. The price bid will be changed so that the percentage net compensation to the successful bidder (Le., the percentage resulting from dividing (i) the aggregate difference between the offering price of the Bonds to the public and the price paid by the bidder, by (ii) the principal amount of the Bonds) does not increase or decrease from what it would have been if no adjustment was made to the principal amounts shown in the Maturity Schedule. To facilitate any adjustment in the principal amounts and price bid, the successful bidder is required to indicate by facsimile transmission to the City's Finance Director and to the City's Financial Advisor (see "INFORMATION" below), no later than one-half hour after the bid opening, the amount of any original issue discount or premium on each maturity of the Bonds, and the amount received from the sale of the Bonds to the public that will be retained by the successful bidder as its compensation. A-3 LIMITATIONS ON DISCOUNT AND PREMIUM: It is permissible to bid (i) a premium above the par amount of the Bonds or (ii) a discount, but any discount bid (including original issue discount) may not exceed $41,650. Each bid shall specify the amount of the premium or the discount, if any. The dollar amount of such premium or discount may be adjusted as provided in "ADJUSTMENT OF MATURITIES AND PRINCIPAL AMOUNT AFTER DETERMINATION OF BEST BID." ELECTRONIC BIDDING: A prospective bidder must register electronically to bid for the Bonds via DALCOMP/PARITY no later than 10:00 a.m., Miami time, on Wednesday, November 19, 2003 by completing the information required by DALCOMP/PARITY. By registering to bid for the Bonds, a prospective electronic bidder represents and warrants to the City that such bidder's bid for the purchase of the Bonds (if a bid is submitted in connection with the sale) is submitted for and on behalf of such prospective bidder by an officer or agent who is duly authorized to bind the prospective bidder to a legal, valid and enforceable contract for the purchase of the Bonds. By registering via DALCOMP/PARITY to bid for the Bonds, a prospective bidder is not obligated to submit a bid in connection with the sale. Unconditional b ids s pecifying t he 1 owest r ate o r r ates o f i nterest and t he p remium, o r discount, as applicable, at which the bidder will purchase all of the Bonds must be submitted electronically for the purchase of the Bonds by means of DALCOMP/PARITY by 10:00 a.m., Miami time, on Wednesday, November 19, 2003. Prior to that time, an eligible prospective bidder may (1) input the proposed terms of its bid on DALCOMP/PARITY, (2) modify the proposed terms of its bid, in which event the proposed terms as last modified will (unless the bid is withdrawn as described herein) constitute its bid for the Bonds, (3) send its proposed bid, or (4) withdraw its proposed bid. Once the bids are communicated electronically via DALCOMP/PARITY, each bid will constitute an irrevocable offer to purchase the Bonds on the terms therein provided. No bid will be received after the specified time for receiving such bids. The bids will be received and maintained on a confidential basis and shall be treated by the City as "sealed bids." Each prospective electronic bidder shall be solely responsible to register to bid via DALCOMP/PARITY as described above. Each qualified prospective electronic bidder shall be solely responsible to make necessary arrangements to access DALCOMP/PARITY for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Official Notice of Sale. Neither the City nor the City's Financial Advisor shall have any duty or be obligated to undertake such registration to bid for any prospective bidder or to provide or assure such access to any qualified prospective bidder, and neither the City nor the City's Financial Advisor shall be responsible for a bidder's failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of or any damages caused by, DALCOMP/PARITY. The City is using DALCOMP/PARITY as communication mechanisms, and not as the City's agents, to conduct the electronic bidding for the Bonds. For informational purposes only, the electronic bid will show the effective interest rate for the Bonds represented on a True Interest Cost basis, as described under "BASIS OF AWARD," represented by the rate or rates of interest and the bid price specified in the bid. A-4 SUCCESSFUL BIDDER'S REOFFERING YIELDS: At or before 1:00 p.m. Miami time on N ovember 19, 2 003, the s uccessful b idder (or m anager o f t he p urchasing account) for t he Bonds must provide by facsimile transmission to the Finance Director of the City and to the City's Financial Advisor (see "INFORMATION" below), the initial offering price and yield to the public (excluding bond houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers) at which prices a substantial amount of each maturity of the Bonds was sold, in an aggregate dollar amount, including accrued interest. The information as to initial offering prices shall be based on the successful bidder's expectations as of November 19, 2003, and not on actual facts after November 19, 2003. Such facsimile notification must be confirmed by written certificate in form and substance satisfactory to the City's Bond Counsel on the date of delivery of and payment for the Bonds. The successful bidder must also certify to the City in writing prior to delivery of the Bonds that the Bonds were sold as fixed interest rate Bonds as described in the Preliminary Official Statement. SALE RESERVATIONS: The City Commission reserves the right (1) to reject any and all bids for the Bonds, (2) to reoffer the Bonds for sale as provided by law, and (3) to waive any irregularity or informality in any bid. In addition, the City reserves the privilege of changing the date and/or time of sale of the Bonds. Any change in the date and/or time of sale of the Bonds will be communicated via I -Deal Prospectus. If the City Commission changes the sale date and/or time, this Official Notice of Sale shall remain effective, except as amended by such I -Deal Prospectus communication or other amendment communicated to potential bidders. If bids are not taken on November 19, 2003, or if all bids are rejected on November 19, 2003, the City may reoffer the Bonds for sale at any time thereafter. The time and date of any subsequent Bond sale will be announced via I -Deal Prospectus wire service before the time of the sale. BASIS OF AWARD: The Bonds, subject to the reservations and limitations set forth herein, will be sold to the responsible bidder making the best bid therefor. The best bid will be determined by computing the True Interest Cost on the Bonds (i.e., using an actuarial or TIC method) for each bid received and an award will be made (if any is made) to the responsible bidder submitting the bid which results in the lowest true interest cost for the Bonds. "True Interest Cost" on the Bonds as used herein means that yield which if used to compute the present worth as of the date of the Bonds of all payments of principal and interest to be made on the Bonds from their date to their respective maturity dates using the interest rates specified in the bid and the principal amounts maturing as shown in the Maturity Schedule stated herein, produces an amount equal to the principal amount of the Bonds less any discount bid or plus any premium bid. -No adjustment shall be made in such calculation for accrued interest on the Bonds from their date to the date of delivery thereof. Such calculation shall be based on a 360 day year and a semiannual compounding interval. If there are two or more equal bids for the Bonds and such equal bids are the best bids received, the City will determine which bid will be accepted, if any. TIME OF AWARD: Bids will be opened at the time hereinabove specified. The City Commission will delegate, in the Resolution to be adopted on November 13, 2003, to the City Manager the authority to award the Bonds or to reject all bids upon determining the best bid. In any event, the City Manager will award the Bonds or reject all bids not later than thirty-six (36) hours after the expiration of the time herein specified for opening bids. A-5 MANNER AND TIME OF DELIVERY: If the successful bidder for the Bonds fails or neglects to complete the purchase of the Bonds when the Bonds are made ready and are tendered for delivery, the City Commission may reoffer the Bonds for sale as provided by law. The purchaser will not be required to accept delivery of any of the Bonds if they are not tendered for delivery within sixty (60) days from the date herein stated for opening bids. The City contemplates, however, effecting delivery of the Bonds to the purchaser on or about November 24, 2003. PAYMENT AT AND PLACE OF DELIVERY: The successful bidder or bidders will be required to make payment of the balance due for the Bonds (1) at a bank or trust company in Miami, Florida, or (2) at the successful bidder's request and expense, at some other bank or trust company in the United States of America, as requested. Payment of the balance of the purchase price due at delivery must be made in Federal Reserve Funds or other funds acceptable to the City for immediate and unconditional credit to the City. The Bonds will be delivered at the office of The Depository Trust Company in New York, New York, on confirmation by the City of receipt of the balance of the purchase price. CUSIP NUMBERS: CUSIP numbers will be ordered by the Financial Advisor and paid for by the City as a cost of issuance. CUSIP numbers will be printed on the Bonds. If a wrong number is imprinted on any Bond or if a number is not printed thereon, any such error or omission will not constitute cause for the successful bidder to refuse delivery of any Bond. OFFICIAL STATEMENT: The City is preparing the Preliminary Official Statement, which will be deemed by the City to be final as of its date for purposes of allowing bidders to comply with Rule 15c2-12(b)(1) of the Securities and Exchange Commission (the "Rule"), except for the omission of certain information as permitted by the Rule. The Preliminary Official Statement i s subject t o revision, amendment and completion in a Final Official Statement, as defined below. Copies of the Preliminary Official Statement and other information concerning the City and the Bonds may be obtained prior to the sale from the sources listed under "INFORMATION" below. The City will, as soon as practicable after the award of the Bonds to the winning bidder, update the information contained in the Preliminary Official Statement to the date of the award, and such updated Preliminary Official Statement will constitute the "Final Official Statement" relating to the Bonds. The City authorizes the winning bidder to distribute the .Final Official Statement in connection with the offering of the Bonds. The City will provide to the winning bidder an amount not to exceed 100 copies of the Final Official Statement on or before the seventh business day following the date of the award to the winning bidder. The winning bidder may obtain additional copies of the Final Official Statement at its expense. The Final Official Statements will be delivered to the winning bidder at the offices of the Financial Advisor at the address listed below. If the winning bidder fails to pick up the Final Official Statements at the offices of the Financial Advisor, the Final Official Statements will be forwarded to the winning bidder by mail or another delivery service mutually agreed to between the winning bidder and the Financial Advisor. A-6 For a period beginning on the date of the Final Official Statement and ending twenty-five (25) days following the date the winning bidder shall no longer hold for sale any of the Bonds, if any event concerning the affairs, properties or financial condition of the City shall occur as a result of which it is necessary to supplement the Final Official Statement in order to make the statements therein, in light of the circumstances existing at such time, not misleading, the City shall, at the request of the winning bidder, notify the winning bidder of any such event of which the Finance Director has actual knowledge and shall cooperate fully in preparation and furnishing of any supplement to the Final Official Statement necessary, in the reasonable opinion of the City and the winning bidder, so that the statements therein as so supplemented will not be misleading in the light of the circumstances existing at such time, SECONDARY MARKET DISCLOSURE UNDERTAKING: Pursuant to the Rule, the City will undertake to provide certain ongoing disclosure, including certain annual operating data and financial information, audited financial statements and the occurrence of certain material events. A form of the undertaking is set forth as an appendix to the Preliminary Official Statement. TRANSCRIPT AND LEGAL OPINION: The validity and enforceability of the Bonds will be approved by Hogan & Hartson L.L.P., Miami, Florida, as Bond Counsel. The purchaser will receive a transcript of legal proceedings, which will include, among other documents: • A certificate executed by officials of the City, including the City Attorney, stating that there is no litigation pending affecting the validity of the Bonds as of the date of their delivery; • A certificate executed by the Finance Director or other authorized official of the City stating that, to the best of his knowledge, the Final Official Statement as of its date did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made in the Final Official Statement, in the light of the circumstances under which they were made, not misleading, and that, to the best of his knowledge, since the date of the Final Official Statement no event has occurred which would cause the Final Official Statement as of the date of the delivery of the Bonds to contain any untrue statement of a material fact or to omit to state any material fact necessary to make the statements made in the Final Official Statement, in the light of the circumstances under which they were made, not misleading (provided that, if between the date of the public sale of the Bonds and the date of delivery of the Bonds, any event should occur or be discovered which would cause the Final Official Statement to contain an untrue s tatement of am aterial fact or to o mit t o s tate a m aterial fact n ecessary t o m ake the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the purchaser thereof, and if in the opinion of the City or the purchaser such event requires the preparation and publication of a supplement or amendment to the Final Official Statement, the City, at its sole expense, will supplement or amend the Final Official Statement in a forth and in a manner approved by the purchaser, by RBC Dain Rauscher Inc., as Financial Advisor to the City, and by Akerman Senterfitt, as Disclosure Counsel to the City); • A letter from Akerman Senterfitt, as Disclosure Counsel to the City, addressed to the p urchaser o f t he Bonds, t o t he e ffect t hat t he firm h as n of i ndependently i nvestigated o r verified the information contained in the Final Official Statement, but that during the course of its representation of the City in connection with the Bonds, nothing came to the attention of the A-7 attorneys in said firm rendering legal services in connection with such representation which leads it to believe that the Final Official Statement (except the financial statements and other demographic, economic, engineering or statistical and financial data contained in the Final Official Statement, and except information relating to the Bond Insurer and The Depository Trust Company contained in the Final Official Statement, as to which such firm will express no view) as o f i is d ate either contained a n u ntrue s tatement o f a ny m aterial f act or o milted t o s tate a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading; and • The opinion of Hogan & Hartson L.L.P. as to the validity, enforceability and tax exempt status of interest on the Bonds, a form of which is set forth as an appendix to the Preliminary Official Statement. GOVERNING LAW AND VENUE: This Official Notice of Sale and the contract formed when the City accepts the winning bid is governed by the laws of the State of Florida. By submitting a bid, each bidder consents to the exclusive jurisdiction of any court of the State of Florida located in Dade County or the United States District Court for the Southern District of Florida for the purpose of any suit, action or other proceeding arising under this Official Notice of Sale, and each bidder hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined by such court. Each bidder further agrees that service of process in any such action commenced in such state or Federal court shall be effective on such bidder by deposit of the same as registered mail addressed to the bidder at the address set forth in the bid submitted by the bidder. INFORMATION: This Official Notice of Sale, t he Preliminary Official Statement and other information concerning the City and the Bonds may be obtained from the Finance Director, 444 S.W. 2"d Avenue, 6th Floor, Miami, FL 33130 (telephone 305-416-1377, fax 305-400-5275), or from the City's Financial Advisor, RBC Dain Rauscher Inc., 600 Corporate Drive, Suite 670, Ft. Lauderdale, FL 33334 (telephone 954-489-5069 or 303-595-1208, fax 954-489-5070) or from www.i-dealprospectus.com. Further information about DALCOMP/PARITY, including any fees charged, may be obtained from Dalcomp/Parity, 395 Hudson Street, 3rd Floor, New York, NY 100I4, (telephone 212-404-8102, fax 212-812-4448). A-8 BY ORDER 0 F T HE CITY C OMMISSION OF T HE C ITY 0 F M IAMI, F LORIDA, DATED THIS NOVEMBER 7, 2003. Is1 Joe Arriola City Manager, City of Miami, Florida A-9 EXHIBIT "B" ESCROW DEPOSIT AGREEMENT B-1 ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT, dated as of December 1, 2003, by and between THE CITY OF MIAMI, FLORIDA, and its successor and assigns (the "Issuer"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Escrow Agent and its successors and assigns (the "Escrow Agent"); WITNESSETH: WHEREAS, the Issuer has previously authorized and issued obligations, hereinafter defined as "Refunded Bonds," as to which the Total Debt Service (as hereinafter defined) is set forth on Schedule A; and WHEREAS, the Issuer has determined to provide for payment of the Total Debt Service of the Refunded Bonds by depositing with the Escrow Agent an amount which together with investment earnings thereon is at least equal to such Total Debt Service; and WHEREAS, in order to obtain the funds needed for such purpose, the Issuer has authorized and is, concurrently with the delivery of this Agreement, issuing its General Obligation Refunding Bonds, Series 2003B, as defined herein; and WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the provisions hereof shall defease and discharge the Issuer from the aforestated obligations; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Issuer and the Escrow Agent agree as follows: SECTION 1. Definitions. As used herein, the following terms mean: (a) "Agreement" means this Escrow Deposit Agreement. (b) "Annual Debt Service" means the interest, principal and redemption on the Refunded Bonds coming due in such year as shown on Schedule A attached hereto and made a part hereof. (c) "Bonds" means the $ City of Miami, Florida, General Obligation Refunding Bonds, Series 2003B, issued under the Resolution. (d) "Eligible Securities" means direct, full faith and credit, non -callable obligations of the United States of America. (e) "Escrow Fund" means the account hereby created and entitled "Escrow Fund" established and held by the Escrow Agent pursuant to this Agreement, in which cash and investments will be held for payment of the principal of and accrued interest on the Refunded Bonds as they become due and payable. B-2 (f) "Escrow Agent" means Wachovia Bank, National Association, having its primary corporate trust office in Miami, Florida, and its successors and assigns. (g) "Escrow Requirement" means, as of any date of calculation, the sum of an amount in cash and principal amount of Eligible Securities in the Escrow Fund which together with the interest to become due on the Eligible Securities will be sufficient to pay the Total Debt Service on the Refunded Bonds in accordance with Schedule A. (h) "Issuer" means the City of Miami, Florida, and its successors and assigns. (i) "Resolution" means Resolution No. R-03- , adopted by the governing body of the Issuer on November 13, 2003, authorizing issuance of the Bonds. (j) "Refunded Bonds" means the City's outstanding $4,045,000 General Obligation Refunding Bonds, Series 1992 dated November 15, 1992 maturing December 1, 2013, to be refunded with a portion of the proceeds of the Series 2003B Bonds. (k) "Total Debt Service" means the sum of the principal, premium and interest remaining unpaid with respect to the Refunded Bonds in accordance with Schedule A attached hereto. SECTION 2. Deposit of Funds. The Issuer hereby deposits $ with the Escrow Agent for deposit into the Escrow Fund, in immediately available funds, which funds the Escrow Agent acknowledges receipt of, to be held in irrevocable escrow by the Escrow Agent separate and apart from other funds of the Escrow Agent and applied solely as provided in this Agreement. $ of such funds are being derived from proceeds of the Bonds. $ of such funds are being derived from legally available funds of the Issuer. The Issuer represents that such securities and funds are at least equal to the Escrow Requirement as of the date of such deposit. SECTION 3. Use and Investment of Funds. The Escrow Agent acknowledges receipt of the sum described in Section 2 and agrees: (a) to hold the funds and investments purchased pursuant to this Agreement in irrevocable escrow during the term of this Agreement for the sole benefit of the person in whose name any Refunded Bond is registered (the "Holder"); (b) to immediately invest $ of such funds derived from the proceeds of the Bonds and other legally available funds of the Issuer in the Eligible Securities set forth on Schedule C attached hereto and to hold such securities and $ of such funds in cash in accordance with the terms of this Agreement; (c) in the event the securities described on Schedule C cannot be purchased, substitute securities may be purchased with the consent of the Issuer but only upon receipt of verification from an independent certified public accountant that the cash and securities deposited wilt not be B-3 less than the Escrow Requirement and only upon receipt of an opinion of Hogan & Hartson, LLP, that such securities constitute Eligible Securities for purposes of this Agreement; (d) there will be no investment of funds except as set forth in this Section 3 and Section 5 hereof. SECTION 4. Payment of Bonds and Expenses. (a) Refunded Bonds. On the dates and in the amounts set forth on Schedule A, the Escrow Agent shall transfer to The Bank of New York, the Paying Agent for the Refunded Bonds (the "Paying Agent"), in immediately available funds solely from amounts available in the Escrow Fund, a sum sufficient to pay that portion of the Annual Debt Service for the Refunded Bonds coming due on such dates, as shown on Schedule A. (b) Expenses. On each of the due dates as shown on Schedule B, the Escrow Agent shall pay the portion of the expenses coming due on such date to the appropriate payee or payees designated on Schedule B or designated by separate certificate of the Issuer. (c) Surplus. After making the payments from the Escrow Fund described in Subsection 4(a) and (b) above, the Escrow Agent shall retain in the Escrow Fund any remaining cash in the Escrow Fund in excess of the Escrow Requirement until the termination of this Agreement, and shall then pay any remaining funds to the Issuer for deposit into the Debt Service Fund to pay interest on the Bonds. (d) Priority of Payments. The Holders of the Refunded Bonds shall have an express first priority security interest in the funds and Eligible Securities in the Escrow Fund until such funds and Eligible Securities are used and applied as provided in this Agreement. SECTION 5. Reinvestment. (a) Except as provided in Section 3 and in this Section, the Escrow Agent shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of or make substitutions of the Eligible Securities held hereunder, (b) At the written request of the Issuer, and upon compliance with the conditions hereinafter stated, the Escrow Agent shall sell, transfer or otherwise dispose of any of the Eligible Securities acquired hereunder and shall substitute other Eligible Securities and reinvest any excess receipts in Eligible Securities. Any costs involved will be borne by the Issuer. The Issuer will not request the Escrow Agent to exercise any of the powers described in the preceding sentence in any manner which will cause interest on the Bonds to be included in the gross income of the Holders thereof for purposes of Federal income taxation. The transactions may be effected only if (i) an independent certified public accountant selected by the Issuer shall certify or opine in writing to the Issuer and the Escrow Agent that the cash and principal amount of Eligible Securities remaining on hand after the transactions are completed will be not less than the Escrow Requirement, and (ii) the Escrow Agent shall receive an opinion from a nationally recognized bond counsel acceptable to the Issuer to the effect that the transactions, in and by themselves will not cause interest on such Bonds to be included in the gross income of the Holders thereof for purposes of Federal income taxation and such substitution is in compliance with this Agreement. B-4 SECTION 6. No Redemption or Acceleration of Maturity. Except as set forth in the Resolution and reflected on Schedule A hereto, the Issuer will not accelerate the maturity of, or exercise any option to redeem before maturity, any Refunded Bonds, SECTION 7. Responsibilities of Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the funds deposited therein, the purchase of the Eligible Securities, the retention of the Eligible Securities or the proceeds thereof or for any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non -negligent or non -willful act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be responsible for its negligent or willful failure to comply with its duties required hereunder, and its negligent or willful acts, omissions or errors hereunder. The duties and obligations of the Escrow Agent may be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the Issuer, at the Issuer's expense and in reliance upon the opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Issuer. SECTION 8. Resignation of Escrow Agent. The Escrow Agent may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the Issuer, any rating agency then providing a rating on either the Refunded Bonds or the Bonds, and the Paying Agent for the Refunded Bonds not less than sixty (60) days before such resignation shall take effect. Such resignation shall not take effect until the appointment of a new Escrow Agent hereunder. SECTION 9. Removal of Escrow Agent. (a) The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, executed by the Holders of riot less than fifty-one percentum (51%) in aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be filed with the Issuer, and notice in writing given by such Holders to the original purchaser or purchasers of the Bonds and published by the Issuer once in a newspaper of general circulation in the territorial limits of the Issuer, and in a daily newspaper or financial journal of general circulation in the City of New York, New York, not Tess than sixty (60) days before such removal is to take effect as stated in said instrument or instruments. A photographic copy oC any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Agent. (b) The Escrow Agent may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Agent by any B-5 court of competent jurisdiction upon the application of the Issuer or the Holders of not less than five percentum (5%) in aggregate principal amount of the Bonds then outstanding, or the Holders of not less than five percentum (5%) in aggregate principal amount of the Refunded Bonds then outstanding. (c) The Escrow Agent may not be removed until a successor Escrow Agent has been appointed in the manner set forth herein. SECTION 10. Successor Escrow Agent. (a) If at any time hereafter the Escrow Agent shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Agent shall thereupon become vacant. If the position of Escrow Agent shall become vacant for any of the foregoing reasons or for any other reason, the Issuer shall appoint an Escrow Agent to fill such vacancy. The Issuer shall either (i) publish notice of any such appointment made by it once in each week for four (4) successive weeks in a newspaper of general circulation published in the territorial limits of the Issuer and in a daily newspaper or financial journal of general circulation in the City of New York, New York, or (ii) mail a notice of any such appointment made by it to the Holders of the Refunded Bonds within thirty (30) days after such appointment. (b) At any time within one year after such vacancy shall have occurred, the Holders of a majority in principal amount of the Bonds then outstanding or a majority in principal amount of the R efunded B onds t hen o utstanding, b y an i nstrument o r c oncurrent i nstruments i n w riting, executed by either group of such bondholders and filed with the governing body of the Issuer, may appoint a successor Escrow Agent, which shall supersede any Escrow Agent theretofore appointed by the Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer, to the predecessor Escrow Agent and to the Escrow Agent so appointed by the bondholders. In the case of conflicting appointments made by the bondholders under this paragraph, the first effective appointment made during the one year period shall govern. (c) If no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this Section, the holder of any Refunded Bonds then outstanding, or any retiring Escrow Agent may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Agent. (d) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer the bond administration portion of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor Escrow Agent hereunder and vested with all the trust, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any parties hereto, anything herein to the contrary notwithstanding, provided such successor shall have reported total capital and surplus in excess of B-6 $15,000,000, provided that such successor Escrow Agent assume in writing all the trust, duties and responsibilities of the Escrow Agent hereunder. SECTION 11. Payment to Escrow Agent. The Escrow Agent hereby acknowledges that it has agreed to accept compensation under the Agreement in the sum of $ , payable at closing, for services to be performed by the Escrow Agent pursuant to this Agreement, plus out-of-pocket expenses (including attorneys fees) to be reimbursed at cost from legally available funds of the Issuer. The Escrow Agent shall have no lien or claim against funds in the Escrow Fund for payment of obligations due it under this Section. SECTION 12. Term. This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Bonds have been paid and discharged in accordance with the proceedings authorizing the Refunded Bonds. SECTION 13. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, notice of such event shall be sent by the Escrow Agent to Moody's Investors Service at the address set forth in Section 14, but such covenant or agreements herein contained shall be null and void and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 14. Amendments to this Agreement. This Agreement is made for the benefit of the Issuer and the Holders from time to time of the Refunded Bonds and the Bonds and it shall not be repealed, revoked, altered or amended in whole or in part without the written consent of all affected Holders, the Escrow Agent and the Issuer; provided, however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such Holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such Holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, or confer upon, the Escrow Agent, for the benefit of the Holders of the Bonds and the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such Holders or the Escrow Agent; and (c) to subject to. this Agreement additional funds, securities or properties. The Escrow Agent shall, at its option, be entitled to request at the Issuer's expense and rely exclusively upon an opinion of nationally recognized attorneys on the subject of municipal bonds acceptable to the Issuer with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the Holders of the Refunded B onds or that any instrument e xecuted hereunder complies with the conditions and provisions of this Section. Prior written notice of such amendments, together with proposed copies of such amendments shall be provided by the Issuer to Moody's Investors Service, Inc., B-7 Public Finance Rating Desk/Refunded Bonds, 99 Church Street, New York, New York 10007 and to [Bond Insurer]. SECTION 15. Indemnity. To the extent permitted by law, the Issuer hereby assumes liability for, and hereby agrees to indemnify, protect, save and keep harmless the Escrow Agent and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against at any time, the Escrow Agent (whether or not also indemnified against the same by the I ssuer or any other person under any other agreernent or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Escrow Fund established hereunder, the acceptance of the funds and securities deposited therein, the purchase of the Eligible Securities, the retention of the Eligible Securities or the proceeds thereof and any payment, transfer or other application of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the Issuer shall not be required to indemnify the Escrow Agent against its own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement. The Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Escrow Requirement. Furthermore, the Escrow Agent shall not be liable for the accuracy of the calculation as to the sufficiency of moneys and the principal amount of Eligible Securities and the earnings thereon to pay the Escrow Requirement. SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 17. Governing Law. This Agreement shall be construed under the laws of the State of Florida. B-8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. CITY OF MIAMI, FLORIDA (SEAL) By: City Manager ATTEST: By: Clerk Approved as to form and correctness: By: City Attorney B-9 SCHEDULE A TOTAL DEBT SERVICE FOR REFUNDED BONDS [Schedule Attached] B-10 SCHEDULE B EXPENSES TO BE PAID BY ESCROW AGENT Name of Payee Amount NONE B-1 1 SCHEDULE C SCHEDULE OF ELIGIBLE SECURITIES B-12 EXHIBIT "C" PAYING AGENT AND REGISTRAR AGREEMENT C-1 PAYING AGENT AND REGISTRAR AGREEMENT THIS PAYING AGENT AND REGISTRAR AGREEMENT, dated as o f December 1, 2003, by and between THE CITY OF MIAMT, FLORIDA (the "Issuer"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, having a designated corporate trust office at 200 S. Biscayne Boulevard, 14th Floor, Miami, Florida 33131 (the "Bank"). WITNESSETH: WHEREAS, the Issuer, by the Resolution (as hereinafter defined), has designated the Bank as Paying Agent and Registrar for its $ General Obligation Refunding Bonds, Series 2003B, dated as of their date of delivery (the "Bonds"); and WHEREAS, the Issuer and the Bank desire to set forth the Bank's duties as Paying Agent and Registrar and the compensation to be paid the Bank for its services. NOW, THEREFORE, it is agreed by the parties hereto as follows: Section 1. Duties. The Bank agrees to serve as Paying Agent and Registrar for the Bonds and to perform the duties of Paying Agent and Registrar as specified in or contemplated by Resolution No. R-03- , adopted by the Issuer on November 13, 2003, relating to the issuance of the Bonds (the "Resolution"). Section 2. Deposit of Funds. The Issuer shall deposit or cause to be deposited with the Bank sufficient funds from the funds pledged for the payment of the Bonds under the Resolution to pay when due and payable the principal of and interest on the Bonds. Section 3. Use of Funds; Canceled Bonds. The Bank shall use the funds received from the Issuer pursuant to Section 2 of this Agreement to pay the principal of and interest on the Bonds in accordance with the Resolution. The Bank shall cremate canceled Bonds and transmit to the Issuer a certificate of destruction therefor. Section 4. Statements. The Bank shall prepare and shall send to the Issuer written statements of account relating to all transactions effected by the Bank pursuant to this Agreement at the end of each fiscal year of the Issuer. Section 5. Obligation to Act. The Bank shall be obligated to act only in accordance with the Resolution and any written instructions received in accordance therewith; provided, however, that the Bank is authorized hereby to comply with any orders, judgments or decrees of any court with or without jurisdiction and shall not be liable as a result of its compliance with the same. Section 6. Reliance by Bank. The Bank may rely absolutely upon the genuineness and authorization of the signature and purported signature of any party upon any instruction, notice, release, request, affidavit or other document delivered to it pursuant to the Resolution. C-2 Section 7. Indemnity. To the extent permitted by law, the Issuer hereby agrees to indemnify the Bank and hold it harmless from any and all claims, liabilities, losses, action, suits, or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Paying Agent or Registrar u nder the R esolution, u nless c aused b y i is n egligence o r w illful m isconduct; and i n connection therewith to indemnify the Bank against any and all expenses, including attorneys' fees and the costs of defending an action, suit, or proceeding, or resisting any claim. The Issuer's obligations hereunder shall survive any termination of this Agreement. Section 8. Counsel; Limited Liability. The Bank may consult with counsel of its own choice and s hall h ave so le a nd c omplete a uthorization a nd p rotection for a ny a ction t aken o r suffered by it under the Resolution in good faith and in accordance with the opinion of such counsel. The Bank shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or negligence. Section 9. Fees and Expenses. In consideration of the services rendered by the Bank as Paying Agent and Registrar, the Issuer agrees to and shall pay to the Bank its proper fees and all expenses, charges, attorneys' fees and other disbursements incurred by it or its attorneys, agents and employees in and about the performance of its powers and duties as Paying Agent and Registrar as set forth in the attached Exhibit A. The Bank shall not be obligated to allow and credit interest upon any moneys in respect of principal or interest due in respect of the Bonds, which it shall at any time receive under any of the provisions of the Resolution or this Agreement. Section 10. Furnishing Information; Authorization. The Bank shall, at all times, when requested to do so by the Issuer, furnish full and complete information pertaining to its functions as the Paying Agent and Registrar with regard to the Bonds, and shall without further authorization, execute all necessary and proper deposit slips, checks, certificates and other documents with reference thereto. Section 11. Cancellation; Termination. Either of the parties hereto, at its option, may cancel this Agreement after giving thirty (30) days written notice to the other party of its intention to cancel, and this Agreement may be canceled at any time by mutual consent of the parties hereto. This Agreement shall terminate without further action upon final payment of the Bonds and the interest appertaining thereto. Section 12. Surrender of Funds, Registration Records; Notification of Bondholders. In the event of a cancellation of this Agreement, the Issuer shall deliver any proper and necessary releases to the Bank upon demand and the Bank shall upon demand pay over the funds on deposit with the Bank as Paying Agent and Registrar in connection with the Bonds and surrender all registration books and related records, and the Issuer may appoint and name a successor to act as Paying Agent and Registrar for the Bonds. The issuer shall, in such event, at its expense, notify all holders of the Bonds of the appointment and name of the successor, by providing notice at least thirty (30) days prior to the effective date to the registered owner of each Bond at the address shown on the registration books maintained by the Bond Registrar. C-3 Section 13. Nonassignability. This Agreement shall not be assigned by either party without the written consent of the other party. Section 14. Modification, No modification of this Agreement shall be valid unless made by a written agreement, executed and approved by the parties hereto. Section 15. Severability. Should any action or part of any section of this Agreement be declared void, invalid or unenforceable by any court of law for any reason, such determination shall not render void, invalid or unenforceable any other section or other part of any section of this Agreement. Section 16. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Section 17. Merger or Consolidation of the Bank. Any corporation into which the Bank may b e m erged o r with w hich i t m ay b e c onsolidated, o r any c orporation r esulting from any merger or consolidation to which the Bank shall be a party, shall be the successor Paying Agent and Registrar under this Agreement, without the execution or filing of any paper or any further act on the part of the parties hereto. Section 18. Effective Date. This Agreement shall become effective at such time as the First Union Escrow Agreement has been terminated. No further action or authorization will be required. [Remainder of page intentionally left blank.] C-4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their official seals to be hereunto affixed and attested as of the date first above written. (SEAL) CITY OF MIAMI, FLORIDA Attest: By: City Clerk Approved as to form and correctness: By: City Attorney C-5 By: City Manager (SEAL) Attest: By: Its: PAYING AGENT AND REGISTRAR AGREEMENT C-6 WACHOVIA BANK, NATIONAL ASSOCIATION By: Its: EXHIBIT A The fee shall be $ payable on the date hereof. C-7 EXHIBIT "D" PRELIMINARY OFFICIAL STATEMENT D-1 PRELIMiNARY OFFICIAL STATEMENT NEW ISSUE - BOOK ENTRY ONLY [Ratings: Standard & Poor's: "_" (Insured) Moody's: "" (Insured) Fitch: "" (Insured) (See "RATINGS" herein)] In the opinion of Bond Counsel, to be delivered upon the issuance of the Series 2003E Bonds, under existing law and assuming compliance by the City with requirements of the Internal Revenue Code of 1986, as amended (the "Code'), that must be met subsequent to the issuance of the Series 2003B Bonds, with which the City has certified, represented and covenanted its compliance, interest on the Series 2003B Bonds is excluded from gross income for federal income tax p urposes and is not included in 1 he computation of the federal alternative nninimtnn lax imposed on individuals, trusts, estates and, subject to certain exceptions, corporations. Also in the opinion of Bond Counsel, to be delivered upon the issuance of the Series 2003B Bonds, under existing law, the Series 2003B Bonds are exempt from intangible taxes inrposed pursuant to Chapter 199, Florida Statutes. See "TAX MATTERS" for a more detailed discussion. $4,160,000* THE CITY OF MIAMI, FLORIDA General Obligation Refunding Bonds Series 2003B Dated: Date of Delivery Due: December 1, as shown below The General Obligation Refunding Bonds, Series 2003B (the "Series 2003B Bonds") are being issued by The City of Miami, Florida (the "City") pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, Sections 132.33 through 132.47, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. R-03-_ of the City adopted by the City Commission of the City on November 13, 2003 (the "Resolution"). The Series 2003B Bonds are being issued for the purpose of (i) refunding on a current basis the City's term General Obligation Refunding Bonds, Series 1992, maturing on December 1, 2103, currently outstanding in the aggregate principal amount of $4,045,000, and (ii) paying certain costs and expenses incurred in connection with the issuance of the Series 2003B Bonds, including the premium for a municipal bond insurance policy. This cover page contains certain information for quick reference only It is not, and is not intended to be, a summary of' the issue. Investors must read the entire Official Statement to obtain information needed for the making of an informed investment decision. The Series 2003B Bonds are being issued by the City as fully registered bonds, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Individual purchases will be made in book -entry form only through Participants (defined herein) in denominations of $5,000 and integral multiples thereof. Purchasers of the Series 2003E Bonds (the "Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the Series 2003B Bonds will be affected by the DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2003B Bonds is payable semi-annually on each June 1 and December 1, commencing June 1, 2004. Principal of and interest on the Series 2003B Bonds will be payable by Wachovia Bank, National Association, Miami, Florida, as Paying Agent and Bond Registrar. The Series 2003B Bonds are not subject to redemption prior to their dates of maturity. The Series 2003B Bonds constitute general obligations of the City to which the full faith and credit and taxing power of the City are pledged. The City has covenanted in the Resolution to levy and collect a tax, without limit as to rate or amount on all taxable property within the City (excluding exemptions as provided by applicable law) sufficient in amount to pay the principal of and interest on the Series 2003E Bonds. The full faith, credit and taxing power of the City are irrevocably pledged to the payment of the principal of and interest on the Series 2003E Bonds. The scheduled payment of principal of and interest on the Series 2003E Bonds when due will be guaranteed by a municipal bond insurance policy to be issued concurrently with the delivery of the Series 2003B Bonds by (the "Insurer"). SERIES 2003B BONDS MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND INITIAL CUSIP NUMBERS Maturity December 1 ] Amount Interest Rate Yield initial CUSIP Numbers The Series 2003B Bonds are offered when, as, and if issued and received by the Purchaser, subject to the opinion on certain legal matters relating to their issuance by Hogan and Ilatson L.L.Y., Miami, Florida, Bond Counsel to the City. Certain legal matter's will be passed upon for the City by Alejandro Vilarello, Esq., City Attorney and by Akerman Senterfrlt, Orlando, Florida, Disclosure Counsel to the City. RRC Dann Rauscher Inc is serving as Financial Advisor to the City. i1 is expected that the Series 2003B Bonds in definitive form will be available for delivery to the Purchaser in New York, New York at the facilities of DTC on or about December 2, 2003. *Preliminary, subject to change Dated: November , 2003 i OR6l7s27;41 THE CITY OF MIAMI, FLORIDA MAYOR Manuel A. Diaz CITY COMMISSIONERS Johnny L. Winton, Chairman Arthur E. Teele, Jr., Vice Chairman Angel Gonzalez Tomas P. Regalado Joe M. Sanchez CITY MANAGER Joe Arriola CHIEF FINANCIAL OFFICER Linda M. Haskins, CPA FINANCE DIRECTOR Scott Simpson, CPA CITY ATTORNEY Alejandro Vilarello, Esq. BOND COUNSEL Hogan & Hutson, L.L.P. Miami, Florida DISCLOSURE COUNSEL Akerman Senterfitt Miami, Florida FINANCIAL ADVISOR RBC Dain Rauscher Inc. Fort Lauderdale, Florida {0E 677527;4 No dealer, broker, salesman or other person has been authorized by the City to give any information or to make any representations in connection with the Series 2003B Bonds, other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2003B Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING OF THE SERIES 2003B B ONDS, THE PURCHASER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2003B BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2003B Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. Other than with respect to information concerning (the "Insurer") contained under the caption "MUNICIPAL BOND INSURANCE" and "APPENDIX E - SPECIMEN MUNICIPAL BOND INSURANCE POLICY" attached hereto, none of the information supplied in this Official Statement has been supplied or verified by the Insurer and the I nsurer m akes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information, (ii) the validity of the Series 2003B Bonds, or (iii) the tax exempt status of the interest on the Series 2003B Bonds. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2003B BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2003B BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON TFIE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. {OR.677527;4 { TABLE OF CONTENTS Page General 4 Book -Entry Only System 5 Redemption 7 Registration, Transfer and Exchange 7 Replacement of Series 2003B Bonds Mutilated, Destroyed, Stolen or Lost 8 General 9 Amendment of Resolution 10 General 10 Save Our Homes Amendment 11 Truth in Millage Bill 11 Property Assessment Procedures 12 Levy of Ad Valorem Taxes 12 Millage Rates 13 Assessed Valuations 14 Tax Collection 14 Tax Deeds 15 Background 17 City Government 17 Background 19 Appointment of Financial Oversight Board 19 Securities and Exchange Commission Actions 20 OI(677527;4 i Adoption of Financial Integrity and Anti -Deficiency Ordinances 21 Adoption of Five Year Financial Man 22 Adoption of Investment Policy 23 Adoption of Debt Management Policy 24 Capital Improvement Plan 25 Information Technology 25 Fiscal and Accounting Procedures 25 GASB 34 26 General Fund 26 Recent Financial Developments 28 Insurance Considerations Affecting the City 28 Ability to be Sued, Judgments Enforceable 29 Indebtedness of the City 29 Direct Debt 30 Overlapping Debt 31 Debt Ratios 31 Other Obligations 31 General 35 Original Issue Premium 37 Original Issue Discount 37 DR677527;4 1 11 APPENDICES APPENDIX A - APPENDIX B - APPENDIX C - APPENDIX D - APPENDIX E - APPENDIX F - GENERAL INFORMATION REGARDING THE CITY OF MIAMI FORM OF THE RESOLUTION BASIC FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2002 FORM OF BOND COUNSEL OPINION SPECIMEN MUNICIPAL BOND INSURANCE POLICY FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT 1 ORO/7527;41 iii