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HomeMy WebLinkAboutexhibits contd. 2APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI General Now 107 years old, the City of Miami, Florida (the "City") is part of the nation's eleventh largest metropolitan area. Incorporated in 1896, the City is the only municipality conceived and founded by a woman - Julia Tuttle. According to the U.S. Census Bureau, the City's population in 1900 was 1,700 people. Today it is a city rich in cultural and ethnic diversity with more than 362,000 residents, 60% of them foreign born. In physical size the City is not large, encompassing only 34.3 square miles. The City is situated at the mouth of the Miami River on the western shore of Biscayne Bay, the main port entry in Florida. The City is the southernmost major city and seaport in the continental United States. The nearest foreign territory is the Bahamian Island of Bimini, 50 miles from the City's coast. In population, the City is the largest of the 31 municipalities that make up Miami -Dade County and is the county seat. City of Year Miami 1960 291,688 1970 331,553 1980 346,865 1990 358,648 2000 362,470 2010 N/A 2015 N/A Percent Change 13.6% 4.6 3.4 1.0 N/A N/A Population Miami -Dade County 935,047 1,267,792 1,625,509 1,937,194 2,253,362 2,196,100 2,173,300 Source: University of Florida, Florida Statistical Abstract 2001 Percent Change 35.6% 28.2 19.2 16.3 - 2.5 - 1.0 State of Florida 4,951,560 6,791,418 9,746,961 12,938,071 15,982,378 17,760,000 18,690,300 Percent Change 37.2% 43.5 32.7 23.5 11.1 5.2 Government Since 1997, the City has been governed by a form of government known as the "Mayor -Commissioner plan." There are five Commissioners elected from designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the Mayor has veto authority over actions of the Commission. The Mayor appoints the City Manager who functions as chief administrative officer. City elections are held in November every two years on a non -partisan basis. Candidates for Mayor must run as such and not for the City Commission in general. At each election, two or three members of the City Commission are elected for four-year terms. Thus, the terms are staggered so that there are always at least two experienced members of the City Commission. The City Manager serves as the administrative head of the municipal government, charged with the responsibility of managing the City's financial operations and organizing and directing the administrative infrastructure. The City Manager also retains full authority in the appointment and supervision of department directors, preparation of the City's annual budget and initiation of OR677527;41 A-1 the investigative procedures. In addition, the City Manager takes appropriate action on all administrative matters. Climate Miami's climate is sub -tropical -marine, characterized by long summers with abundant rain fall and mild, dry winters. The average temperature in the summer is 81.4 degrees Fahrenheit and 69.1 degrees Fahrenheit in the winter, with an average annual temperature of 75.3 degrees. Parks and Recreation Outdoor recreational activities like golf, tennis, running, bicycling, rollerblading, boating and fishing can be enjoyed year-round. Altogether, Miami -Dade County has 327 parks and recreational areas totaling 1,05 million acres, including Everglades and Biscayne National Parks. Sixteen public golf courses and 590 public tennis courts are available throughout the county. Miami -Dade County's area's 22 public beaches comprise 1,400 acres, which are freely accessible and are enjoyed year round by residents and tourists. Athletics for spectator sports fans are held at the City -owned Orange Bowl Stadium, the Miami Convention Center and the Miami Arena. Pro Player Stadium, which is used by the Miami Dolphins and the Florida Marlins, is located in north central Miami -Dade County. Sports competition includes professional and college football, basketball, baseball and championship boat races. Other athletic events include amateur football, basketball, soccer, baseball, motorcycle speedway racing and rowing events. Education Miami -Dade County's public school system is the fourth largest in the United States. The countywide school district offers a wide variety of programs to meet the needs of its 350,000-plus students. For example, Miami-Dade's magnet schools provide intensive levels of instruction in subjects like science and technology, foreign languages, health care, architecture, the performing arts and marine sciences. Other public school programs serve students with different academic, physical or emotional needs, including gifted, advanced and remedial courses. More than 68 percent of graduating seniors continue their education, and approximately 78,000 residents pursue vocational and adult education studies. Miami -Dade County is also noted for its high quality private schools, which include Gulliver Academy, Miami Country Day School and Ransom Everglades, as well as numerous schools affiliated with religious organizations, Approximately 107,000 college students are studying at institutions of higher learning. Miami -Dade Community College is the largest comprehensive community college in the United States. Florida International University has two convenient and highly rated academic programs. The University of Miami, a private undergraduate and graduate institution, includes diversified research facilities and exceptional schools of law, music, medicine, and marine sciences. Barry University, St. Thomas University, and Florida Memorial College offer degrees in a variety of subjects. OR677527;4 A-2 Medical Miami -Dade County has the largest concentration of medical facilities in Florida, with 28 hospitals and more than 29,000 licensed health care professionals. Nursing homes, adult congregate living facilities and home health care services also serve the region. The University of Miami Jackson Memorial Medical Center, the second-largest public hospital in the nation, forms the hub of the region's medical centers, which' includes world-renowned specialized facilities like Bascom Palmer Eye institute, the Mailman Center for Child Development and the Sylvester Comprehensive Cancer Center. Miami -Dade County has an extensive network of community hospitals, such as Mount Sinai Medical Center, Cedars Medical Center, Baptist Hospital, Mercy Hospital and Miami Children's Hospital. Nine area hospitals have formed the Miami Medical Alliance, a cooperative effort to serve patients from Latin America and the Caribbean, Transportation Miami -Dade County has a comprehensive transportation network designed to meet the needs of residents, travelers and area businesses. The c ounty's internal transportation system includes Metrorail, a 21.1 mile above -;round system linking Kendall, South Miami, Coral Gables, Brickell Avenue, Downtown Miami, the Medical Center, Northwest Dade and Hialeah. Metromover, a 4.4 mile automated loop, carries passengers around downtown Miami, Brickell Avenue and the Omni shopping center areas. More than 500 square miles of Miami -Dade County are covered by Metrobus, which carries about 200,000 passengers daily. A new express bus route connects Cutler Ridge with Metrorail. Cargo rail service is available from both the airport and seaport, and Amtrak has a passenger station in the City. Try -Rail, a 67-mile train system, links West Palm Beach, Boca Raton, Fort Lauderdale, Hollywood and Miami International Airport. Miami International Airport. Miami International Airport is one of the busiest airports in the world for both passengers and cargo traffic. It ranks second in the nation and ninth in the world in passenger traffic through the airport. The airport ranks second in the nation and fourth in the world in tonnage of domestic and international cargo movement. In 2002 over 29 million air travelers were serviced by Miami International Airport, and approximately 3.5 billion pounds of cargo were handled. More than 120 airlines serve Miami International Airport, flying passengers to more than 175 destinations on four continents. Miami International Airport is in the midst of a one billion dollar expansion planned to service over 45 million passengers by the year 2005. Pori of Miami. The Port of Miami, known as the "cruise capital of the world," is operated by the Seaport Department of the Miami -Dade County. From 1993 to 2002, the number of passengers sailing from the Port increased from 3,157,130 to 3,642,990, and increase of 15%. The Port is currently the world's most active port in number of passengers and frequency of sai rings. Cargo movement through the Port has increased by 67% in the last ten years of operation. The Port's operating revenues are increasing, reaching an estimated $80.5 million in 2002. W ith tighter fiscal control, new long-term contracts with major port customers and diligent collection of fees and rents, the revenue stream should remain strong into the next century. The Port's fiscal health is important to the local economy, contributing in excess of $8 billion annually and supporting 45,000 jobs. The Port has begun a five year, $346 million capital improvement program. 0107752'1A: :\-3 Economy The economic base of the City has diversified in recent years, shifting from reliance on the tourism industry to a combination of manufacturing, services industries and international trade. The area's advantages in terms of climate, geography, low taxes and skilled labor have combined to make the Miami area a prime relocation area for major manufacturing firms and international corporate headquarters. The following major companies have their Latin American headquarters located in the City: The Gap, Inc. Federal Express Corporation Lucent Technologies Barclays Bank PLC Oracle Corporation ABN AMRO Bank Sony Latin America Eastman Chemical Latin America Volkswagen Group Latin America, Inc Caterpillar Americas Co. Ericsson, Inc Telefonica International USA, Inc. IBM Corporation Canon Latin America Acer Latin America Mercedes Benz Latina Sanofi Beaute Miami Olympus America Les Must de Cartier International Eastman Chemical Latin America Polaroid Corporation Epson Latin America Credit Lyonnais Telia Swedtel AIR Financial Group Nera Latin America [Remainder of Page Intentionally Left Blank] 101077527;4 A-4 Distribution of Major Employment Classifications for City of Miami, Florida Percentage Occupational Title Employees of Total Executive/Managerial 13,215 8.7 Professional 13,065 8.6 Technician 3,573 2.4 Sales 17,378 11.5 Administrative Support including Clerical 22,618 14.9 Private Household 2,784 1.8 Protective Services 3,060 2.0 Other Service Occupations 25,037 16.5 Farming, Forestry & Fishing 2,830 2.0 Precision Production, Craft and Repair Occupations 18,471 12.1 Machine Operators; Assemblers and Inspectors 13,448 8.9 Transportation & Material Moving Occupations 6,891 4.6 Handlers, Equipment Cleaners, Helpers and Laborers 9,076 6.0 Total Employed 151,446 100.0 Source: Miami -Dade County, Florida Labor Force and Employment Statistics City of Miami, Florida Florida Civilian Unemployment Unemployment Period Employment Labor Force Rate Rate 1997 163,174 181,785 10.4% 4.8 1998 162,951 179,732 7,3 4.3 1999 165,324 180,502 8.4 3.9 2000 167,648 181,589 7.7 3.6 2001 176,295 195,851 10.0 4.8 2002 173,713 195,403 11.1 5.5 Source: University of Florida, Florida Statistical Abstract 2002 [)R6775227A: Major Employers Public Employers: Name Miami -Dade County Public Schools Miami -Dade County U.S. Federal Government State of Florida Public Health Trust/Jackson Memorial Hospital City of Miami Florida International University Miami -Dade Community College Miami Veteran Affairs Medical Center Private Employers: Name American Airlines University of Miami Baptist Health Systems of South Florida Precision Response Corporation Bell South Telecommunications Publix Super Markets MasTec Royal Caribbean International/Celebrity Cruise Florida Power & Light Company Mount Sinai Medical Center of Greater Miami Winn Dixie Stores United Airlines United Parcel Service Bank of America Carnival Cruise Lines Assurant Group Beckman Coulter Corp. Source: The Beacon Council-2001,2002 Miami Business Profile Number of Employees 37,500 30,000 18,276 18,100 10,000 3,400 2,591 2,400 2,000 Number of Employees 9,000 8,000 7,500 4,346 4,240 4,000 4,000 4,000 3,823 3,300 2,672 2,488 2,400 2,300 2,000 2,000 2,000 ;(R 7527,4: :1-6 Miami, Florida Bank Deposits, 1998 - 2002 Miami -Dade County is second only to New York in the greatest concentration of international and Edge Act Banks in North America with 61 foreign bank agencies operating in the community. There are 11 Edge Act Banks that are located in Miami -Dade County. These include: Banco Cafetero International, Banco de Bogota International, Bat -ware International, Banco Latino International, Banco Santander International, Bank of Boston International, Citibank International, Courts & Company (U.S.A.) International, Bank of Miami, HSBC Republic International Bank of New York, American Express Bank International and Riggs International Corp. The Federal Reserve Edge Act Amendment adopted in 1979, permits banks to open international banking subsidiaries outside their home state. The Federal Reserve System has established a branch office in Miami -Dade County to assist the Atlanta office with financial transactions in the South Florida area. June 30 Number of Banks Total Deposit 1998 67 $28,996,024,000(1) 1999 69 39,633,149,000 2000 72 40,543,000,000 2001 72 45,064,000,000 2002 75 51,297,297,000 Source (1) F,D.I.C. was not available This data was provided by the Florida Bankers Association. Record of Building Permits, 1998 through 2002 City of Miami, Florida Commercial Residential Fiscal Year Buildings Permits Estimated Cost Buildings Permits Estimated Cost 1997-98 3,199 S322 million 4,285 $44.2 million 1998-99 2,918 697 million 4,552 50.5 million 1999-00 3,370 633 million 5,055 45.0 million 2000-01 3,523 581 million 4,957 55.0 million 2001-02 2,386 963 million 3,603 63.0 million Source City of Miami, Florida Per Capita Personal Income Year Miani (1) Florida U.S. 1997 22,740 24,869 25,413 1998 23,932 26,161 26,893 1999 24,472 26,593 27,843 2000 25,320 27,764 29,469 Source. University or Florida, Florida Statistical Abstract 2002 (1) Data is for Metropolitan Statistical Area OI0677527;4 A-7 APPENDIX D FORM OF BOND COUNSEL OPINION Text of Opinion of Bond Counsel Hogan & Hartson L.L.P. Miami, Florida The City of Miami, Florida General Obligation Refunding Bonds Series 2003I3 We have acted as bond counsel in connection with the issuance by the C ity of Miami, Florida (the "City") of its $ principal amount of the "City of Miami, Florida, General Obligation Refunding Bonds, Series 2003B" (the "Bonds"), pursuant to Resolution No. R-03- (the "Resolution") adopted by the City Commission on , 2003. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Resolution. The Bonds are issuable as fully registered bonds, dated as of , 2003, in authorized denominations of $5,000, or any integral multiple thereof. The Bonds mature, bear interest, and are payable in the manner and upon the terms set forth therein and in the Resolution. We have examined the law and such certified proceedings and other instruments as we deem necessary to form an appropriate basis for us to render this opinion letter, including, without limitation, 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 (together, the "Act"), a certified transcript of' the record of proceedings of the City taken preliminary to and in the authorization of the Bonds, a form of the Bonds, and certificates of the City (specifically including a tax certificate) and of others delivered in connection with the issuance of' the Bonds. As to questions of fact, we have relied upon the representations of the City and other parties contained in such certified proceedings, including the Resolution, and in the aforesaid certificates and other instruments and have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of ail original documents and the conformity to authentic original documents of all documents submitted to us as copies (including telecopics). We have also assumed the authenticity, accuracy and completeness of the foregoing certifications (of public officials, governmental agencies and departments and individuals) and statements of fact, on which we are relying, and have made no independent investigation thereof. In rendering this opinion, we have examined and relied upon the opinion of even date herewith of the Office of the City Attorney, Counsel to the City, as to the due creation and valid existence of the City, the due adoption of the Resolution, the due authorization, execution ;010775?7,4 D- and delivery of the Bonds and the compliance by the City with all conditions contained in the City Charter and ordinances of the City precedent to the issuance of the Bonds. Based on, subject to and limited by the foregoing, it is our opinion that, as of the date hereof and under existing law: 1. The Resolution constitutes a valid and binding obligation of the City enforceable against the City. 2. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding general obligations of the City for the payment of which there shall be levied and collected a tax without limitation as to rate or amount on all taxable property within the City of Miami, Florida, sufficient in amount to pay the principal and interest on the Bonds as the same shall be come due, as provided in the Resolution. 3. The interest on the Bonds is excluded from gross income for federal income tax purposes, and is not included in the computation of the federal alternative minimum tax imposed on individuals, trusts, estates and, except as provided in the following sentence, corporations. For corporations only, interest on the Bonds is taken into account in determining adjusted current earnings for the purpose of the adjustment to alternative minimum taxable income used in computing the alternative minimum tax on corporations (as defined for alternative minimum tax purposes). The opinion set forth in the first sentence of this paragraph assumes compliance by the City with requirements of the Code that must be met subsequent to the issuance of the Bonds in order that the interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The City has certified, represented and covenanted its compliance with such requirements. Failure to comply with certain of such requirements could cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 4. The Bonds are exempt from intangible taxes imposed pursuant to Chapter 199, Florida Statutes. We express no opinion regarding other state or local tax consequences arising with respect to the Bonds. It is to be understood that the rights of the owners of the Bonds and the enforceability o f t he B onds and the Resolution may b e s ubject t o and 1 invited b y bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to and limited by the exercise of judicial discretion, procedural and other defenses based on particular factual circumstances and equitable principles in appropriate cases, to the reasonable exercise by the State of Florida and its governmental bodies of the police power inherent in thc sovereignly of the State, and to thc exercise by the United States of powers delegated to it by the United States Constitution; and while certain remedies and other provisions of the Resolution are subject to the aforesaid exceptions and limitations and, therefore, may not be enforceable in accordance with their respective terms, such unenforceability would not preclude the enforcement of the obligations of the City to pay the principal of and interest on the Bonds. :01077527 4 D-2 We are passing in this opinion only upon those matters set forth herein and are not passing in this opinion upon the accuracy or completeness of any information furnished to any person in connection with any offer or sale of the Bonds or any other matter. [We are advised that has issued a municipal bond insurance policy relating to the Bonds. We express no opinion as to the validity or enforceability of such policy, the protections afforded thereby, or any other matters pertaining thereto.] This opinion is issued as of the date hereof, and we assume no obligation to (i) monitor or advise you or any other person of any changes in the foregoing subsequent to the delivery hereof; (ii) update, revise, supplement or withdraw this opinion to reflect any facts or circumstances that may h ereafter come to our attention, or any changes i n law, regulation, or governmental agency guidance, or the interpretation of any of the foregoing, that may hereafter occur, or for any other reason whatsoever; or (iii) review any legal matters incident to the authorization, issuance, and validity of the Bonds, the exemption from federal income tax and intangible tax imposed pursuant to Chapter 199, Florida Statues of the Bonds, or the purposes to which the Bonds proceeds thereof are to be applied, after the date hereof. D-3 EXHIBIT "E" CONTINUING DISCLOSURE AGREEMENT E-1 DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (this "Disclosure Agreement"), dated as of December 2, 2003, is executed and delivered by The City of Miami, Florida (the "issuer") and Digital Assurance Certification, T,,L,C., as exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent" or "DAC") for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Rule"). SECTION 1, Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings: "Annual Report" means an Annual Report described in and consistent with Section 3 of this Disclosure Agreement. "Annual Filing Date" means the date, set in Sections 2(a) and 2(f), by which the Annual Report is to be filed with the Repositories. "Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of' this Disclosure Agreement. "Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure Agreement. "Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP numbers relating thereto. "Certification" means a written certification of compliance signed by the Disclosure Representative stating t hat the Annual Report, Audited Financial Statements, Voluntary Report or Notice Event notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Voluntary Report or Notice Event notice required to be submitted to the Repositories under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies. "Disclosure Representative" means finance Director or his designee, the senior member of the Issuer or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent. "Disclosure Dissemination Agent" means Digital ASSurancC Certification, 1,.l..C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof. "Holder" means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds for federal income tax purposes. "Information" means the Annual Financial Information, the Audited Financial Statements (if any) the Notice Event notices, and the Voluntary Reports. "Notice Event" means an event listed in Sections 4(a) of this Disclosure Agreement. "MSRB" means the Municipal Securities R ulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. "National Repository" means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The list of National Repositories maintained by the United States Securities and Exchange Commission shall be conclusive for purposes of determining National Repositories. Currently, the following are National Repositories: 1. FT Interactive Attn: NMSIRS 100 William Street New York, New York 10038 (212) 771-6999 (phone) (212) 771-7390 (fax for secondary market information) (212) 771-7391 (fax for primary market information) Email: NRMSIR@FTID.com 2. Bloomberg Municipal Repositories 100 Business Park Drive Skillman, New Jersey 08558 (609) 279-3225 (phone) (609) 279-5962 (fax) Email: munis@bloomberg.com 3. Standard & Poor's J.J. Kenny Repository 55 Water Street 45th Floor New York, New York 10041 (212) 438-4595 (phone) (212) 438-3975 (fax) Email: nrmsir_repository@sandp.com 10 R67 9O54; I } 2 "Official Statement" means that Official Statement prepared by the Issuer in connection with the Bonds, as listed on Appendix A. "Repository" means the MSRB, each National Repository and the State Depository (if any). "State Depository" means any public or private depository or entity designated by the State of Florida as a state information depository (if any) for the purpose of the Rule. The list of state information depositories maintained by the United States Securities and Exchange Commission shall be conclusive as to the existence of a State Depository. Currently, the following depositories are listed by the Securities and Exchange Commission as available State Depositories: 1. Municipal Advisory Council of Michigan 1445 First National Building Detroit, Michigan 48226-3517 (313) 963-0420 (phone) (313) 963-0943 (fax) 2. Municipal Advisory Council of Texas 600 W. Eighth Street PO Box 2177 Austin, TX 78701 (512) 476-6947 (phone) (512) 476-6403 (fax) 3. Ohio Municipal Advisory Council 9321 Ravenna Road, Unit K Twinsburg, OH 44087-2445 (330) 963-7444 (phone) (800) 969-OMAC (6622) (phone) (330) 963-7553 (fax) "Voluntary Report" means the information provided to the Disclosure Dissemination Agent by the Issuer pursuant to Section 7. SECTION 2. Provision of Annual Reports. (a) The Issuer shall provide, annually, an electronic copy of the Annual Report and Certification to the Disclosure Dissemination Agent, together with a copy for the Paying Agent, not later than 30 days prior to the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent shall provide an Annual Report to each National Repository and the State Depository (if any) not later than not later than June 30th of each year, commencing with the fiscal year ending September 30, 2003. Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as 1 ORG79054; I 3 separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure D issemination A gent s hall contact the D isclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification) no later than two (2) business days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will b e provided and instruct the Disclosure D issemination Agent that a Notice Event as described in Section 4(a)(12) has occurred and to immediately send a notice to each National Repository or the MSRB and the State Depository (if any) in substantially the form attached as Exhibit B. (c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 12:00 noon on the first business day following the Annual Filing Date for the Annual Report, a Notice Event described i n S ection 4 (a)(12) shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a notice to each National Repository or the MSRB and the State Depository (if any) in substantially the form attached as Exhibit B. (d) If Audited Financial Statements of the Issuer are prepared but not available prior to the Annual Filing Date, the Issuer shall, when the Audited Financial Statements are available, provide in a timely manner an electronic copy to the Disclosure Dissemination Agent, accompanied by a Certificate, for filing with each National Repository and the State Depository (if any). (e) The Disclosure Dissemination Agent shall: (i) determine the name and address of each Repository each year prior to the Annual Filing Date; (ii) upon receipt, promptly file each Annual Report received under Section 2(a) with each National Repository, and the State Depository, (if any); (iii) upon receipt, promptly file each Audited Financial Statement received under Section 2(d) with each National Repository, and the State Depository (if any); (iv) upon receipt, promptly file the text of each disclosure to be made with each National Repository or the M SRB and the State Depository (if a ny) together with a completed copy of the MSRB Material Event Notice Cover Sheet in the form attached as Exhibit C, describing the event by checking the box indicated below when filing pursuant to the Section of this Disclosure Agreement indicated: 1 O R679054;1 1 4 1. "Principal and interest payment delinquencies," pursuant to Sections 4(c) and 4(a)(1); 2. "Non -Payment related defaults," pursuant to Sections 4(c) and 4(a)(2); 3. "Unscheduled draws on debt service reserves reflecting financial difficulties," pursuant to Sections 4(c) and 4(a)(3); 4. "Unscheduled draws on credit enhancements reflecting financial difficulties," pursuant to Sections 4(c) and 4(a)(4); 5. "Substitution of credit or liquidity providers, or their failure to perform," pursuant to Sections 4(c) and 4(a)(5); 6. "Adverse tax opinions or events affecting the tax-exempt status of the security," pursuant to Sections 4(c) and 4(a)(6); 7. "Modifications to rights of securities holders," pursuant to Sections 4(c) and 4(a)(7); 8. "Bond calls," pursuant to Sections 4(c) and 4(a)(8); 9. "Defeasances," pursuant to Sections 4(c) and 4(a)(9); I0. "Release, substitution, or sale of property securing repayment of the securities," pursuant to Sections 4(c) and 4(a)(10); 11. "Ratings changes," pursuant to Sections 4(c) and 4(a)(11); 12. "Failure to provide annual financial information as required," pursuant to Section 2(b)(ii) or Section 2(c), together with a completed copy of Exhibit B to this Disclosure Agreement; 13, "Other material event notice (specify)," pursuant to Section 7 of this Agreement, together with the summary description provided by the Disclosure Rep resentative, (v) provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (f) The Issuer may adjust the Annual Filing Date upon change of its fiscal year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent and the Repositories, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. SECTION 3. Content of Annual Reports. (a) Each Annual Report shall contain Annual Financial Information with respect to the issuer, including the information p rovided in t he 0 fficial Statement u nder the headings: (01079O54;] } 5 (i) The City of Miami, Florida Legally Available Non -Ad Valorem Revenues (ii) The City of Miami, Florida Historical Anti -Dilution Test (iii) Summary Schedule of Revenues, Expenditures and Charges in Fund Balance for the General Fund (iv) Direct Debt (v) City of Miami, Florida Schedule of Principal and Interest for Non -Ad Valorem Revenue Bonds (b) Audited Financial Statements prepared in accordance with generally accepted accounting principles ("GAAP") will be included in the Annual Report; provided, however, if the audited financial statements of the Issuer are not completed prior to June 30th of any year, the Issuer shall provide unaudited financial statements on such date and shall provide the audited financial statements as soon as practicable following their completion. Audited Financial Statements (if any) will be provided pursuant to Section 2(d). Any or all of the items listed above may be included by specific reference from other documents, including official statements of debt issues with respect to which the Issuer is an "obligated person" (as defined by the Rule), which have been previously filed with each of the National Repositories or the Securities and Exchange Commission, If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer will clearly identify each such document so incorporated by reference. SECTION 4. Reporting of Notice Events. (a) The occurrence of any of the following events, if material, with respect to the Bonds constitutes a Notice Event: difficulties; 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial 4. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; perform; Bonds; 5, Substitution of credit or liquidity providers, or their failure to 6. Adverse tax opinions or events affecting the tax-exempt status of the 7. Modifications to rights of Bond holders; 8. Bond calls; { 0 R679054; I } 6 Bonds; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the 11. Rating changes on the Bonds; 12. Failure to provide annual financial information as required; The Issuer shall promptly notify the Disclosure Dissemination Agent in writing upon the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c). Such notice shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. (b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within five business days of receipt of such notice, instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c), together with the text of t he disclosure that the Issuer desires to make, the written authorization of the Issuer for the Disclosure Dissemination Agent t o disseminate such information, and t he d ate the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. (c) If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the State Depository (if any) and (i) each National Repository, or (ii) the MSRB. SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination Agent, including but not limited to Annual Reports, documents incorporated by reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the full name o f the Bonds and the 9 -digit CUSIP numbers for the Bonds as to which the provided information relates. SECTION 6, Additional Disclosure Obligations. The Issuer acknowledges and understands t hat other state and federal laws, including but not limited to t he Securities Act of 1933 and Rule lob-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not constitute a breach by the Disclosure Dissemination Agent of any of its duties and responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement. 10R679054;11 7 SECTION 7. Voluntary Reports. (a) The Issuer may instruct the Disclosure Dissemination Agent to file information with the Repositories, from time to time pursuant to a Certification of the Disclosure Representative accompanying such information (a "Voluntary Report"). (b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice. SECTION 8. Termination o f Reporting Obligation. The o bligations of the Issuer and t he Disclosure Dissemination Agent u nder this Disclosure Agreement shall terminate with respect to an issue of the Bonds upon the legal defeasance, prior redemption or payment in full of all of the Bonds of such issue, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure Dissemination Agent and the Trustee, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the Issuer o r D AC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any replacement or appointment of a successor, the Issuer shall remain liable until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty days' prior written notice to the Issuer. SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the I-Iolders' rights to enforce the provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the parties' obligation under this Disclosure Agreement. Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document relating to the Bonds, and all rights and remedies shall be limited to those expressly stated herein. {OR679O54;1 } 8 SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent. (a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's obligation t o d eliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the Issuer's failure to report to the D isclosure Dissemination A gent a Notice Event o r a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether t he Issuer has complied with t his Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon certifications of the Issuer at all times. THE ISSUER AGREES TO INDEMNIFY AND SAVE THE DISCLOSURE DISSEMINATION AGENT AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS AGAINST ANY LOSS, EXPENSE AND LIABILITIES WHICH THEY MAY INCUR ARISING OUT OF OR IN THE EXERCISE OR PERFORMANCE OF THEIR POWERS AND DUTIES HEREUNDER, INCLUDING THE COSTS AND EXPENSES (INCLUDING ATTORNEYS FEES) OF DEFENDING AGAINST ANY CLAIM OF LIABILITY, BUT EXCLUDING LIABILITIES DUE TO THE DISCLOSURE DISSEMINATION AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The obligations of the Issuer under this Section shall survive resignation or removal of the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds. (b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and neither o f them shall incur any liability a nd shall be fully protected in acting in good faith u pon t he advice of such legal counsel, The fees and expenses of such counsel shall be payable by the Issuer. SECTION 12. Amendment; Waiver. N otwithstanding any o ther provision o f this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement a nd any provision oft his Disclosure Agrecrncnt m ay be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the Issuer 10 R679054; l) 9 or the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No such amendment shall become effective if the Issuer shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Trustee of the Bonds, the Disclosure Dissemination Agent, the underwriter, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 14. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of New York (other than with respect to conflicts of laws). SECTION 15. Counterparts. This Disclosure Agreement may be executed in several ounterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 1OR679054;1 } 10 The Disclosure Dissemination Agent and the Issuer have caused this Continuing Disclosure Agreement to be executed, on t he date first written above, b y t heir respective officers duly authorized. DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Disclosure Dissemination Agent By: Name: Title: THE CITY OF MIAMI, FLORIDA, as Issuer By: Name: Joe Arriola Title: City Manager 101079054; I 11 EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of Issuer Obligated Person(s) Name of Bond Issue: Date of Issuance: Date of Official Statement The City of Miami, Florida The City of Miami, Florida General Obligation Refunding Bonds, Series 2003B December 2, 2003 November , 2003 CUSIP Number: See below. THE CITY OF MIAMI, FLORIDA GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003B BONDS MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND CUSIP NUMBERS Maturity (December 1,) Amount Interest Rate Initial Yield CUSIP Number { O R679054;1 1 EXHIBIT B NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Issuer The City of Miami, Florida Obligated Person: The City of Miami, Florida Name of Bond Issue: The City of Miami, Florida General Obligation Refunding Bonds, Series 2003B Date of Issuance: December 2, 2003 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Bonds as required by the Disclosure Agreement, dated as of , between the Issuer and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. The Issuer has notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will be filed by Dated: Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the Issuer cc: Issuer Obligated Person { 0 R679054;1 1 EXHIBIT C MATERIAL EVENT NOTICE COVER SHEET This cover sheet and material event notice should be sent to the Municipal Securities Rulemaking Board or to all Nationally Recognized Municipal Securities Information Repositories, and the State Information Depository, if applicable, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) of the bonds to which this material event notice relates: Number of pages of attached material event notice: Description of Material Events Notice (Check One): 1. Principal and interest payment delinquencies 2. Non -Payment related defaults 3. Unscheduled draws on debt service reserves reflecting financial 4ifficultiesUnscheduled draws on credit enhancements reflecting financial difficultiesSubstitution of credit or liquidity providers, or their failure to perform 6. Adverse tax opinions or events affecting the tax-exempt status of the 'ecurity Modifications to rights of securities holders 8. Bond calls 9. Defeasances 10. Release, substitution, or sale of property securing repayment of the Adcurities Rating changes 12. Failure to provide annual financial information as required 13. Other material event notice (specify) f-hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: Name: Title: Employer: Digital Assurance Certification, L.L.C. Address: City, State, Zip Code: Voice Telephone Number: Please print the material event notice attached to this cover sheet in 10-point type or larger, The cover sheet and notice may be faxed to the MSRB at (703) 683-1930 or sent to CDINet, Municipal Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314. Contact the MSRB at (703) 797-6600 with questions regarding this form or the dissemination of this notice. `OIt674054; I J