HomeMy WebLinkAboutExhibit FEXHIBIT "F"
FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT
DRAFT EXHIBIT F
DISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as
of , 2019, is executed and delivered by the City of Miami, Florida (the "Issuer") and
its Department of Off -Street Parking (the "Department") 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 assist the Issuer in processing 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").
The services provided under this Disclosure Agreement solely relate to the execution of
instructions received from the Issuer through use of the DAC system and do not constitute "advice"
within the meaning of the Dodd -Frank Wall Street Reform and Consumer Protection Act (the
"Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on the Issuer's
behalf regarding the "issuance of municipal securities" or any "municipal financial product" as
defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary.
DAC is not a "Municipal Advisor" as such term is defined in Section 15B of the Securities
Exchange Act of 1934, as amended, and related rules.
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 Filing Date" means the date, set in Sections 2(a) and 2(f) hereof, by which the
Annual Report is to be filed with the MSRB.
"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
"Annual Report" means an Annual Report containing Annual Financial Information
described in and consistent with Section 3 of this Disclosure Agreement.
"Audited Financial Statements" means the annual financial statements 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)(B) 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, Notice Event notice,
Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure
delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial
Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or
Voluntary Financial Disclosure required to be submitted to the MSRB 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 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 Issuer pursuant to Section 9 hereof.
"Disclosure Representative" means the Finance Director for the Department or his or her
designee, the Finance Director 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.
"Failure to File Event" means the Issuer's failure to file an Annual Report on or before
the Annual Filing Date.
"Financial Obligation" as used in this Disclosure Agreement is defined in the Rule, as
may be amended, as (i) a debt obligation; (ii) derivative instrument entered into in connection with,
or pledged as a security or a source of payment for, an existing or planned debt obligation; or (iii)
guarantee of (i) or (ii). The term "Financial Obligation" shall not include municipal securities as
to which a final official statement has been provided to the MSRB consistent with the Rule.
"Force Majeure Event" means: (i) acts of God, war, or terrorist action; (ii) failure or
shut -down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to
the extent beyond the Disclosure Dissemination Agent's reasonable control, interruptions in
telecommunications or utilities services, failure, malfunction or error of any telecommunications,
computer or other electrical, mechanical or technological application, service or system, computer
virus, interruptions in Internet service or telephone service (including due to a virus, electrical
delivery problem or similar occurrence) that affect Internet users generally, or in the local area in
which the Disclosure Dissemination Agent or the MSRB is located, or acts of any government,
regulatory or any other competent authority the effect of which is to prohibit the Disclosure
Dissemination Agent from performance of its obligations under this Disclosure Agreement.
"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, collectively, the Annual Reports, the Audited Financial Statements,
the Notice Event notices, the Failure to File Event notices, the Voluntary Event Disclosures and
the Voluntary Financial Disclosures.
"MSRB" means the Municipal Securities Rulemaking Board, or any successor thereto,
established pursuant to Section 1513(b)(1) of the Securities Exchange Act of 1934.
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"Notice Event" means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule
and listed in Section 4(a) of this Disclosure Agreement.
"Obligated Person" means any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other arrangement
to support payment of all, or part of the obligations on the Bonds (other than providers of municipal
bond insurance, letters of credit, or other liquidity facilities).
"Official Statement" means that Official Statement prepared by the Issuer in connection
with the Bonds.
"Voluntary Event Disclosure" means information of the category specified in any of
subsections (e)(vi)l. through (e)(vi)10. of Section 2 of this Disclosure Agreement that is
accompanied by a Certification of the Disclosure Representative containing the information
prescribed by Section 7(a) of this Disclosure Agreement.
"Voluntary Financial Disclosure" means information of the category specified in any of
subsections (e)(vii)l. through (e)(vii)9. of Section 2 of this Disclosure Agreement that is
accompanied by a Certification of the Disclosure Representative containing the information
prescribed by Section 7(b) of this Disclosure Agreement.
SECTION 2. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall
provide, annually, an electronic copy of the Annual Report to the Disclosure Dissemination Agent,
not later than 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 the MSRB not later than June 30 of each year, commencing with the Fiscal Year ended
September 30, 2019. 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 the Certification, the
Disclosure Dissemination Agent shall contact the Disclosure 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 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 be provided and instruct the Disclosure Dissemination Agent to immediately send a
Failure to File Event notice to the MSRB in substantially the form attached hereto as EXHIBIT B,
which may be accompanied by a cover sheet completed by the Disclosure Dissemination Agent in
the form set forth in EXHIBIT C-1.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and
Certification by 6:00 p.m. Eastern time on the Annual Filing Date (or, if such Annual Filing Date
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falls on a Saturday, Sunday or holiday, then the first (1st) business day thereafter) for the Annual
Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the Disclosure
Dissemination Agent to immediately send a Failure to File Event notice to the MSRB in
substantially the form attached as EXHIBIT B, without reference to the anticipated filing date for
the Annual Report, which may be accompanied by a cover sheet completed by the Disclosure
Dissemination Agent in the form set forth in EXHIBIT C-1.
(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 Certification, for filing with the MSRB.
(e) The Disclosure Dissemination Agent shall:
(i) verify the filing specifications of the MSRB each year prior to the Annual
Filing Date;
(ii) upon receipt, promptly file each Annual Report received under Sections
2(a) and 2(b) hereof with the MSRB;
(iii) upon receipt, promptly file each Audited Financial Statement received
under Section 2(d) hereof with the MSRB;
(iv) upon receipt, promptly file the text of each Notice Event received under
Sections 4(a) and 4(b)(ii) hereof with the MSRB, identifying the Notice Event as instructed
by the Issuer pursuant to Section 4(a) or 4(b)(ii) hereof (being any of the categories set
forth below) when filing pursuant to Section 4(c) of this Disclosure Agreement:
1. "Principal and interest payment delinquencies";
2. "Non -Payment related defaults, if material";
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, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the Bonds";
7. "Modifications to rights of Bond holders, if material";
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8. "Bond calls, if material, and tender offers";
9. "Defeasances";
10. "Release, substitution, or sale of property securing repayment of the
Bonds, if material";
11. "Rating changes";
12. `Bankruptcy, insolvency, receivership or similar event of the
obligated person";
13. "The consummation of a merger, consolidation, or acquisition
involving an Obligated Person or the sale of all or substantially all of the assets of
the Obligated Person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if material";
14. "Appointment of a successor or additional trustee or the change of
name of a trustee, if material";
15. "Incurrence of a Financial Obligation of the obligated person, if
material, or agreement to covenants, events of default, remedies, priority rights, or
other similar terms of a Financial Obligation of the obligated person, any of which
affect Bond holders, if material"; and
16. "Default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a Financial Obligation of the
obligated person, any of which reflect financial difficulties.
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this
Disclosure Agreement, as applicable), promptly file a completed copy of EXHIBIT B to
this Disclosure Agreement with the MSRB, identifying the filing as "Failure to provide
annual financial information as required" when filing pursuant to Section 2(b)(ii) or
Section 2(c) of this Disclosure Agreement;
(vi) upon receipt, promptly file the text of each Voluntary Event Disclosure
received under Section 7(a) hereof with the MSRB, identifying the Voluntary Event
Disclosure as instructed by the Issuer pursuant to Section 7(a) (being any of the categories
set forth below) when filing pursuant to Section 7(a) of this Disclosure Agreement:
1. "amendment to continuing disclosure undertaking";
2. "change in obligated person";
3. "notice to investors pursuant to bond documents";'
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4. "certain communications from the Internal Revenue Service" other
than those communications included in the Rule;
5. "secondary market purchases";
6. "bid for auction rate or other securities";
7. "capital or other financing plan";
8. "litigation/enforcement action";
9. "change of tender agent, remarketing agent, or other on-going
party"; and
10. "other event -based disclosures."
(vii) upon receipt, promptly file the text of each Voluntary Financial Disclosure
received under Section 7(b) hereof with the MSRB, identifying the Voluntary Financial
Disclosure as instructed by the Issuer pursuant to Section 7(b) (being any of the categories
set forth below) when filing pursuant to Section 7(b) of this Disclosure Agreement:
1. "quarterly/monthly financial information";
2. "change in fiscal year/timing of annual disclosure";
3. "change in accounting standard";
4. "interim/additional financial information/operating data";
5. "budget";
6. "investment/debt/financial policy";
7. "information provided to rating agency, credit/liquidity provider or
other third party";
8. "consultant reports"; and
9. "other financial/operating data."
(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 MSRB, provided that the period between the existing Annual Filing
Date and new Annual Filing Date shall not exceed one year.
(g) Anything in this Disclosure Agreement to the contrary notwithstanding, any
Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern time on any
business day that is accompanied by a Certification and required to be filed with the MSRB
pursuant to the terms of this Disclosure Agreement and all other information required by the terms
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of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the MSRB
no later than 11:59 p.m. Eastern time on the same business day; provided, however, the Disclosure
Dissemination Agent shall have no liability for any delay in filing with the MSRB if such delay is
caused by a Force Majeure Event, provided that the Disclosure Dissemination Agent uses
reasonable efforts to make any such filing as soon as possible.
SECTION 3. CONTENT OF ANNUAL REPORTS. (a) Each Annual Report
shall contain the Annual Financial Information with respect to the Issuer and the Department
including the information in the tables provided under the heading "THE PARKING SYSTEM"
in the Official Statement providing:
1. The total number of parking spaces contained within the Parking System for the
prior fiscal year.
2. The principal facilities owned and operated by the Department for the prior fiscal
year.
3. Parking System Rates and Charges for the prior fiscal year.
4. Statement of Revenue and Expenses as presented in the table for the prior fiscal
year.
(b) Audited Financial Statements as described in the Official Statement will be
included in the Annual Report. If audited financial statements are not available, then unaudited
financial statements, prepared in accordance with generally accepted accounting principles as
described in the Official Statement will be included in the Annual Report. In such event, Audited
Financial Statements will be provided pursuant to Section 2(d).
Any or all of the items listed above may be included by specific reference to 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 the Securities
and Exchange Commission or available on the MSRB internet website. 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.
If the Annual Financial Information contains modified operating data or financial
information different from the Annual Financial Information agreed to in the continuing disclosure
undertaking related to the Bonds, the Issuer is required to explain, in narrative form, the reasons
for the modification and the impact of the change in the type of operating data or financial
information being provided.
SECTION 4. REPORTING OF NOTICE EVENTS.
(a) The occurrence of any of the following events with respect to the Bonds constitutes
a Notice Event:
1. Principal and interest payment delinquencies;
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2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements relating to the Bonds reflecting
financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status of the Bonds,
or other material events affecting the tax status of the Bonds;
7. Modifications to rights of Bond holders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes on the Bonds;
12. Bankruptcy, insolvency, receivership or similar event of the Obligated
Person;
Note: for the puuposes of the event identified in this subsection 4(a)(12), the event
is considered to occur when anv of the following occur: the appointment of a receiver,
fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S.
Bank--ri ptcv Code or in anv other proceeding under state or federal lain in il,hich a court
or governmental authority has assurnned jurisdiction over substantially all of the assets or
business of the Obligated Person, or if such jurisdiction has been assurnned by leaving the
existing governmental bodv and officials or officers in possession butt subject to the
supe7-vision and orders of a court or governmental authority, or the entry of'an order
confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supe7-vision or jurisdiction over substantially all of the
assets or business of the Obligated Person.
13. The consummation of a merger, consolidation, or acquisition involving an
Obligated Person or the sale of all or substantially all of the assets of the Obligated Person,
other than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
15. Incurrence of a Financial Obligation of an Obligated Person, if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar terms
of a Financial Obligation of an Obligated Person, any of which affect Bond holders, if
material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of an Obligated Person, any
of which reflect financial difficulties.
The Issuer shall, in a timely manner not in excess of ten (10) business days after its
occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice
Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence
pursuant to subsection (c) and shall be accompanied by a Certification. Such notice or Certification
shall identify the Notice Event that has occurred (which shall be any of the categories set forth in
Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer
desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination
Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure
Dissemination Agent to disseminate the information (provided that such date is not later than the
tenth (10th) business day after the occurrence of the Notice Event).
(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 two (2) business days of receipt of such notice (but in any event not
later than the tenth (10th) business day after the occurrence of the Notice Event, if the Issuer
determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that
either (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) of this Section 4, together with a Certification. Such Certification shall identify the Notice
Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this
Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain
the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such
information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to
disseminate the information (provided that such date is not later than the tenth business day after
the occurrence of the Notice Event).
(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 MSRB
in accordance with Section 2 (e)(iv) hereof. This notice may be filed with a cover sheet completed
by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1.
SECTION 5. CUSIP NUMBERS. The Issuer will provide the Dissemination
Agent with the CUSIP numbers for (i) new bonds at such time as they are issued or become subject
to the Rule and (ii) any Bonds to which new CUSIP numbers are assigned in substitution for the
CUSIP numbers previously assigned to such Bonds.
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SECTION 6. ADDITIONAL DISCLOSURE OBLIGATIONS. The Issuer
acknowledges and understands that other state and federal laws, including but not limited to the
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.
SECTION 7. VOLUNTARY REPORTS. (a) The Issuer may instruct the
Disclosure Dissemination Agent to file a Voluntary Event Disclosure with the MSRB from time
to time pursuant to a Certification of the Disclosure Representative. Such Certification shall
identify the Voluntary Event Disclosure (which shall be any of the categories set forth in Section
2(e)(vi) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to
make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to
disseminate such information, and identify the date the Issuer desires for the Disclosure
Dissemination Agent to disseminate the information. If the Disclosure Dissemination Agent has
been instructed by the Issuer as prescribed in this Section 7(a) to file a Voluntary Event Disclosure,
the Disclosure Dissemination Agent shall promptly file such Voluntary Event Disclosure with the
MSRB in accordance with Section 2(e)(vi) hereof. This notice may be filed with a cover sheet
completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-2.
(b) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary
Financial Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure
Representative. Such Certification shall identify the Voluntary Financial Disclosure (which shall
be any of the categories set forth in Section 2(e)(vii) of this Disclosure Agreement), include the
text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer
for the Disclosure Dissemination Agent to disseminate such information, and identify the date the
Issuer desires for the Disclosure Dissemination Agent to disseminate the information. If the
Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in this Section 7(b)
hereof to file a Voluntary Financial Disclosure, the Disclosure Dissemination Agent shall promptly
file such Voluntary Financial Disclosure with the MSRB in accordance with Section 2(e)(vii)
hereof. This notice may be filed with a cover sheet completed by the Disclosure Dissemination
Agent in the form set forth in Exhibit C-3.
(c) The parties hereto acknowledge that the Issuer is not obligated pursuant to the terms
of this Disclosure Agreement to file any Voluntary Event Disclosure pursuant to Section 7(a)
hereof or any Voluntary Financial Disclosure pursuant to Section 7(b) hereof.
(d) 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, Audited Financial Statements, Notice Event notice, Failure to File Event notice,
Voluntary Event Disclosure or Voluntary Financial Disclosure, in addition to that required by this
Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report,
Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event
Disclosure or Voluntary Financial Disclosure in addition to that which is specifically required by
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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, Audited Financial Statements,
Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary
Financial Disclosure.
SECTION 8. TERMINATION OF REPORTING OBLIGATION. The
obligations of the Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement
shall terminate with respect to the Bonds upon the earliest of (a) the legal defeasance, prior
redemption or payment in full of all of the Bonds, (b) when the Issuer is no longer an Obligated
Person with respect to the Bonds, or (c) 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 sixty days written notice to the Disclosure
Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent. Upon
termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the Issuer
or DAC, 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 to the Disclosure Dissemination Agent
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 sixty 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, any Holder's rights to enforce the provisions of this Disclosure 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. 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 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 Disclosure Dissemination Agent a
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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 Issuer has
complied with this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively
rely upon Certifications of the Issuer at all times.
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.
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 shall not incur any liability and shall be fully protected in acting in good faith upon
the advice of such legal counsel.
All documents, reports, notices, statements, information and other materials provided to
the MSRB under this Disclosure Agreement shall be provided in an electronic format and
accompanied by identifying information as prescribed by the MSRB.
SECTION 12. AMENDMENT; WAIVER. Notwithstanding any other provision
of this Disclosure Agreement, the Issuer 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 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 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 90 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. SOURCES OF PAYMENTS; NO PERSONAL LIABILITY.
Notwithstanding anything to the contrary contained in this Disclosure Agreement, to the extent
not paid from the proceeds of the Bonds, the Issuer shall be required to use only Revenues to pay
any costs and expenses to be incurred in the performance of this Disclosure Agreement by it, and
the performance of its obligations hereunder shall be subject to the availability of Revenues for
that purpose. This Disclosure Agreement does not and shall not constitute a general obligation of
the Issuer. No covenant, stipulation, obligation or agreement of the Issuer contained in this
Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of
12
any present or future officer, agent or employee of the Issuer in other than that person's official
capacity.
SECTION 14. BENEFICIARIES. This Disclosure Agreement shall inure solely
to the benefit of the Issuer, 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 15. GOVERNING LAW. This Disclosure Agreement shall be
governed by the laws of the State of Florida (other than with respect to conflicts of law).
SECTION 16. 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.
[Signature Page Follows]
13
[SIGNATURE PAGE TO DISCLOSURE DISSEMINATION AGENT AGREEMENT]
The Disclosure Dissemination Agent, the Issuer and the Department have caused this
Disclosure Agreement to be executed, on the date first written above, by their respective officers
duly authorized.
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Disclosure Dissemination Agent
Wo
Name:
Title:
CITY OF MIAMI, FLORIDA,
WE
Name: Emilio T. Gonzalez
Title: City Manager
THE DEPARTMENT OF OFF-STREET PARKING,
ME
Name: Arthur Noriega, V.
Title: Chief Executive Officer
14
EXHIBIT A
NAME AND CUSIP NUMBERS OF BONDS
Name of Issuer: City of Miami, Florida
Obligated Person(s): City of Miami, Florida and the Department of Off -Street Parking
Name of Bond Issue: Parking System Revenue Refunding Bonds, Tax -Exempt Series 2019
Date of Issuance: 2019
Date of Official Statement 2019
CUSIP Numbers:
A-1
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Issuer: City of Miami, Florida
Obligated Person: City of Miami, Florida and the Department of Off -Street
Parking
Name(s) of Bond Issue(s):
Date of Issuance:
CUSIP Number:
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 Dissemination Agent Agreement
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 I
Dated:
cc:
Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent, on behalf of the
Issuer
By:
Name:
Title:
C
EXHIBIT C-1
EVENT NOTICE COVER SHEET
This cover sheet and accompanying "event notice" may be sent to the MSRB, pursuant to Securities and Exchange
Coimnission Rule 15c2-12(b)(5)(i)(C) and (D).
Issuer's and/or Other Obligated Person's Name:
Citv of Miami. Florida and the Devartment of Off -Street Parking
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this event notice relates:
Number of pages attached:
Description of Notice Events (Check One):
I.— "Principal and interest payment delinquencies:"
2.— "Non -Payment related defaults, if material:"
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 perforin:"
6. "Adverse tax opinions, IRS notices or events affecting the tax status of the security:"
7. "Modifications to rights of securities holders, if material:"
8. "Bond calls, if material:" Tender offers:
9. "Defeasances:"
10. "Release, substitution, or sale of property securing repayment of the securities, if material:"
I i. "Rating changes:"
12. "Bankruptcy, insolvency, receivership or similar event of the obligated person:"
13. "Merger, consolidation, or acquisition of the obligated person, if material:"
14. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material:"
15. "Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants,
events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the
obligated person, any of which affect security holders, if material:" and
16. "Default, event of acceleration, termination event, modification of terns, or other similar events
under the terns of a Financial Obligation of the obligated person, any of which reflect financial
difficulties."
Failure to provide annual financial information as required.
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Name: Title:
Date:
Digital Assurance Certification, L.L.C.
315 E. Robinson Street, Suite 300
Orlando, FL 32801
407-515-1100
C-1
EXHIBIT C-2
VOLUNTARY EVENT DISCLOSURE COVER SHEET
This cover sheet and accompanying `voluntary event disclosure" may be sent to the MSRB, pursuant to the Disclosure
Dissemination Agent Agreement dated as of between the Issuer and DAC.
Issuer's and/or Other Obligated Person's Name:
Citv of Miami. Florida and the DeUartment of Off -Street Parking
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this notice relates:
Number of pages attached:
Description of Vohuitary Event Disclosure (Check One):
i. "amendment to continuing disclosure undertaking:"
2.— "change in obligated person:"
3. "notice to investors pursuant to bond documents:"
4. "certain conunmiications from the Internal Revenue Service:"
5. "secondary market purchases:"
6. "bid for auction rate or other securities:"
7. "capital or other financing plan:"
8. "litigation/enforcement action:"
9. "change of tender agent, remarketing agent, or other on-going party: and"
10. "other event -based disclosures."
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Name: Title:
Date:
Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
C-2
EXHIBIT C-3
VOLUNTARY FINANCIAL DISCLOSURE COVER SHEET
This cover sheet and accompanying "voluntary financial disclosure" may be sent to the MSRB, pursuant to the
Disclosure Dissemination Agent Agreement dated as of between the Issuer and DAC.
Issuer's and/or Other Obligated Person's Name:
Citv of Miami. Florida and the Devartment of Off -Street Parking
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this notice relates:
Number of pages attached:
Description of Vohuitary Financial Disclosure (Check One):
I.— "quarterly/monthly financial information:"
2.— "change in fiscal year/timing of annual disclosure:"
3. "change in accotinting standard:"
4. "interim/additional financial information/operating data:"
5. "budget:"
6. "investment/debt/financial policy:"
7. "information provided to rating agency, credit/liquidity provider or other third party:"
8. "consultant reports:" and
9. "other financial/operating data."
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Name: Title:
Date:
Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
C-3