HomeMy WebLinkAboutExhibit 5Exhibit "D"
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MIAMI/4230862. 31
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DISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated
as of January , 2009, is executed and delivered by The City of Miami, Florida (the "City")
and Digital Assurance Certification, L.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 City 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 that 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 City
and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which
the document applies.
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"Disclosure Representative" means Finance Director or her designee, the senior member
of the City or his or her designee, or such other person as the City 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 Assurance Certification, L.L.C, acting
in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure
Dissemination Agent designated in writing by the City 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 Rulemaking 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. Bloomberg Municipal Repository
100 Business Park Drive
Skillman, New Jersey 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
http://www.bloomberg.com/markets/rates/mLnlicontacts.html
Email: Munis@Bloomberg.com
2. DPC Data Inc.
One Executive Drive
Fort Lee, New Jersey 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
http://www.dpcdata.com
Email: nrmsir@dpcdata.com
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3. FT Interactive Data
Attn: NRMSIR
100 William Street, 15th Floor
New York, New York 10038
Phone: (212) 771-6999; (800) 689-8466
Fax: (212) 771-7390
h l 1p://www.ftid.com
Email: NRMSIR@interactivedata.com
4. Standard & Poor's Securities Evaluations, Inc.
55 Water Street
45th Floor
New York, New York 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
http://www.di.sclosured irectory.standardandpoors.com/
Email: nrmsir repository@sandp.com
"Official Statement" means that Official Statement prepared by the City 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 Texas
P.O. Box 2177
Austin, Texas 78768-2177
Phone: (512) 476-6947
Fax: (512) 476-6403
http://www.mactexas.com
Email for filings: mac@mactexas.com
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2. Municipal Advisory Council of Michigan
1445 First National Building
Detroit, Michigan 48226-3517
Phone: (313) 963-0420
Fax: (313) 963-0943
http://www.macmi.com
Email for filings: rnac@macmi.com
3. Ohio Municipal Advisory Council
9321 Ravenna Road, Unit K
Twinsburg, Ohio 44087-2445
Phone: (330) 963-7444
Toll -free: (800) 969-OMAC (6622)
Fax: (330) 963-7553
http://www.ohiomac.com
http://www.ohiosid.com
Email for filings: sid filings@ohiomac.com
"Voluntary Report" means the information provided to the Disclosure Dissemination
Agent by the City pursuant to Section 7.
SECTION 2. Provision of Annual Reports.
(a) The City shall provide, annually, an electronic copy of the Annual Report and
Certification to the Disclosure Dissemination 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 June 30th of each year,
commencing with the fiscal year ending September 30, 2008. Such date and each anniversary
thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or
as 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 Dissemination Agent shall contact the Disclosure Representative by telephone and in
writing (which may be by e-mail) to remind the City 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)
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instruct the Disclosure Dissemination Agent in writing that the City 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 be provided and instruct the Disclosure
Dissemination 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 in Section 4(a)(12) shall have occurred and the City
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 City are prepared but not available prior
to the Annual Filing Date, the City 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 MSRB and the State Depository (if any) 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. "Principal and interest payment delinquencies," pursuant to
Sections 4(c) and 4(a)(1);
4(a)(2);
2. "Non -Payment related defaults," pursuant to Sections 4(c) and
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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);
10. "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 Disclosure Agreement, together with the summary description provided by
the Disclosure Representative.
(v) provide the City 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 City 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.
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(a) Each Annual Report shall contain Annual Financial Information with respect to
the City, including the information provided in the Official Statement under the headings:
(i) The City of Miami, Florida Legally Available Non -Ad Valorem Fund Year
Ended September 30th
(ii) The City of Miami, Florida Schedule of Principal and Interest for Non -Ad
Valorem Fund Bonds and Loans
(iii) The City of Miami, Florida Historical Anti -Dilution Test Year Ended
September 30th
(iv) Summary Schedule of Revenues, Expenditures and Net Changes in Fund
Balance for the General Fund
(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 City are not completed prior to June 30t of any year, the
City 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 City 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
City 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:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Adverse tax opinions or events affecting the tax-exempt status of the
Bonds;
5. Modifications to rights of Bond holders;
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6. Bond calls;
7. Defeasances;
8. Release, substitution, or sale of property securing repayment of the
Bonds;
9. Rating changes on the Bonds;
10. Failure to provide annual financial information as required;
The City 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 City desires to make, the written authorization of the City for the
Disclosure Dissemination Agent to disseminate such information, and the date the City desires
for the Disclosure Dissemination Agent to disseminate the information.
(b) The Disclosure Dissemination Agent is under no obligation to notify the City 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 the disclosure that the City desires to make,
the written authorization of the City for the Disclosure Dissemination Agent to disseminate
such information, and the date the City desires for the Disclosure Dissemination Agent to
disseminate the information.
(c) If the Disclosure Dissemination Agent has been instructed by the City 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 City shall indicate the full name of the
Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided information
relates.
SECTION 6. Additional Disclosure Obligations. The City acknowledges and
understands that other state and federal laws, including but not limited to the Securities Act of
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1933 and Rule lob-5 promulgated under the Securities Exchange Act of 1934, may apply to the
City, and that the failure of the Disclosure Dissemination Agent to so advise the City shall not
constitute a breach by the Disclosure Dissemination Agent of any of its duties and
responsibilities under this Disclosure Agreement. The City 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.
SECTION 7. Voluntary Reports.
(a) The City 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 City 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 City 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 City 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 of Reporting Obligation. The obligations of the City and the
Disclosure Dissemination Agent under 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 City 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 City has appointed Digital
Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this
Disclosure Agreement. The City 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 City or DAC, the City 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 City shall remain liable until payment in
full for any and all sums owed and payable to the Disclosure Dissemination Agent. The
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Disclosure Dissemination Agent may resign at any time by providing thirty days' prior written
notice to the City.
SECTION 10. Remedies in Event of Default. In the event of a failure of the City or the
Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement,
the Holders' 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.
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 to deliver the information at the times and with the contents described herein shall be
limited to the extent the City 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
City and shall not be deemed to be acting in any fiduciary capacity for the City, the Holders of
the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility
for the City's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to
determine, or liability for failing to determine, whether the City has complied with this
Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon
certifications of the City at all times.
THE CITY 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 City under this Section shall survive resignation or removal of the
Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds.
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(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 of them shall incur any liability and shall be fully
protected in acting in good faith upon the advice of such legal counsel. The fees and expenses
of such counsel shall be payable by the City.
SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the City and the Disclosure Dissemination Agent may amend this
Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws
acceptable to both the City 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 City 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 City. No such
amendment shall become effective if the City 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 City, the trustee of the Bonds, the Disclosure Dissemination Agent, the Underwriters, 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
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
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The Disclosure Dissemination Agent and the City have caused this Continuing
Disclosure Agreement to be executed, on the date first written above, by their respective officers
duly authorized.
ATTEST:
Priscilla A. Thompson, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
Julie Bru
City Attorney
APPROVED AS TO INSURANCE
REQUIREMENTS:
LeeAnn Brehm
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Disclosure Dissemination Agent
By:
Name:
Title:
THE CITY OF MIAMI, FLORIDA,
as City
By:
Name: Pedro G. Hernandez
Title: City Manager
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Risk Management Director
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EXHIBIT A
NAME AND CUSIP NUMBERS OF BONDS
Name of City
Obligated Person(s)
Name of Bond Issue:
Date of Issuance:
Date of Official Statement:
The City of Miami, Florida
The City of Miami, Florida
Non -Ad Valorem Refunding Revenue Bonds
Taxable Pension Series 2009
Maturity
( 1)
Principal
Amount
Interest Rate
Yield
Price
Initial CUSIP
Number
B-1
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EXHIBIT B
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
City: The City of Miami, Florida
Obligated Person: The City of Miami, Florida
Name of Bond Issue: Non -Ad Valorem Refunding Revenue Bonds
Taxable Pension Series 2009
Date of Issuance:
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with
respect to the above -named Bonds as required by the Disclosure Agreement, dated as of
between the City and Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent. The City has notified the Disclosure Dissemination Agent that
it anticipates that the Annual Report will be filed by
Dated:
cc: City
Obligated Person
Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent, on behalf of the
City
B-2
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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 Persons 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 difficulties
4. _Unscheduled draws on credit enhancements reflecting financial difficulties
5. _Substitution of credit or liquidity providers, or their failure to perform
6. _Adverse tax opinions or events affecting the tax-exempt status of the security
7. _Modifications to rights of securities holders
8. _Bond calls
9. _Defeasances
10. _Release, substitution, or sale of property securing repayment of the securities
11. _Rating changes
12. _Failure to provide annual financial information as required
13. _Other material event notice (specify)
I 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.
C-1
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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.
C-2
Exhibit "E"
Confirmation -DR4f{-
be umt plie fed u9DN "k-oit+ IAgf .,
MIAM I/4230862. 3 1
Draft Copy
Morgan Stanley Capital Services, Inc.
Date: [1/ /2008]
To: [City of Miami, Florida]
Attention: [Mr. / Mrs.
Facsimile no.: [( ) -]
Reference: MSCS Ref. No. SUOE8
Re: Termination
Ladies and Gentlemen:
The purpose of this termination agreement ("Termination Agreement") dated as of [January_,
2009], is to set forth the terms and conditions of the termination of the Transaction between
Morgan Stanley Capital Services, Inc. ("MSCS") and the City of Miami, Florida("Counterparty")
with a Trade Date of November 15, 2004, a Notional Amount of USD $30,615,000.00, and a
Termination Date of December 1, 2025, (the "Transaction"). Accordingly the parties agree as
follows:
1. Termination: Effectiv.e [January _, 2009], the rights, obligations and liabilities of MSCS
and the Counterparty and of their respective affiliates, subsidiaries, directors, officers, employees
and agents under the Transaction are hereby mutually terminated and discharged. Each party
hereto acknowledges that, except as provided herein, no payments or other amounts are owed to it
by the other party hereto under or with respect to the Transaction. The termination provided for
under this Termination Agreement is limited to the Transaction referenced herein and shall not
affect or suspend any other obligations of the parties under the Agreement.
2. Payment Obligation: In consideration of the termination and discharge effected by the
preceding section, on [January _, 2009], MSCS will pay to the Counterparty an amount equal
to USD [$0,000,000], in immediately available funds to the account specified below.
3. Representation: Each, party hereby represents, with respect to itself, that:
(i) it has full power and legal right to execute and deliver, and to perform and observe the
terms and provisions of this Termination Agreement;
(ii) the execution, delivery and performance of this Termination Agreement have been
duly authorized by all necessary action; and
(iii) this Termination Agreement is a legally valid and binding obligation, enforceable
against it in accordance with its terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors' rights generally and subject,
as to enforceability, to equitable principles of general application (regardless of whether
enforcement is sought in a proceeding in equity or at law)).
4. Definitions: All terms used herein which are defined in the Confirmation of the Transaction
referred to herein shall have the meaning stated therein. For these purposes, all references in the
Morgan Stanley Capital Services, Inc.
Definitions or the Agreement to a "Swap Transaction" shall be deemed to apply to the
Transaction referred to herein.
5. Miscellaneous: This Termination Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof.
6. Governing Law: The Transaction and all documentation relating thereto (including, without
limitation, this Termination Agreement) shall be governed and construed in accordance with the
laws governing the Agreement.
7. Account Details:
Account With:
ABA#:
Account Number:
For:
8. Please confirm that the foregoing correctly sets forth the terms of our agreement by having an
authorized officer sign this Confirmation and return it via facsimile to:
Attention: Swap Desk/
Telephone: ( )
Facsimile: ( )
E-mail:
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Morgan Stanley Capital Services, Inc.
T
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly
executed as of the date first written above.
Yours sincerely,
Morgan Stanley Capital Services, Inc.
By:
Name:
Title: Authorized Signatory
Confirmed as of the date first written above:
City of Miami, Florida
By:
Name:
Title:
ATTEST:
City Clerk
By:
ACKNOWLEDGED:
Trustee Name,
as Trustee under the Indenture
By:
Name:
Title: Authorized Signatory
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