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Escrow Deposit Agreement CITY OF MIAMI BEACH, FLORIDA and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent ESCROW DEPOSIT AGREEMENT Relating to STORMWATER REVENUE BONDS, SERIES 2000 DATED AS OF _, 2011 MIAMI/4269416. I ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT (the "Agreement ") made and entered into as of , 2011, by and between the CITY OF MIAMI BEACH, FLORIDA (the "City ") and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent (the "Escrow Agent "). WITNESSETH: WHEREAS, the City has heretofore issued its $52,170,000 aggregate principal amount City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000, dated as of October 1, 2000, presently outstanding in the principal amount of $27,105,000 (the "Outstanding Series 2000 Bonds "), pursuant to the provisions of Resolution No. 2000 - 24127, adopted by the Mayor and City Commission of the City (the "Commission ") on October 18, 2000 (the "Bond Resolution "); and WHEREAS, the City desires to refund, defease and redeem the Outstanding Series 2000 Bonds as more particularly described in Schedule A attached hereto and made a part hereof (hereinafter referred to as the "Refunded Bonds "); and WHEREAS, the City has issued its $ aggregate principal amount City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Series 2011B (the "Bonds "), pursuant to the provisions of the Bond Resolution and Resolution No. 2011- adopted by the Commission on _, 2011, a portion of the proceeds of which Bonds is to be deposited with the Escrow Agent to provide, with investment earnings thereon and certain other available moneys, for the defeasance and redemption of the Refunded Bonds; and WHEREAS, a portion of the proceeds derived from the sale of the Bonds, together with the other available moneys, will be applied to the purchase of Government Obligations (as such term is hereinafter defined), which will mature and produce investment income and earnings at such time and in such amount as will be sufficient, together with certain moneys remaining uninvested, to pay upon the redemption thereof, the principal of and interest on the Refunded Bonds as more specifically set forth herein; and WHEREAS, in order to provide for the proper and timely application of the moneys deposited hereunder, the maturing principal amount of the Government Obligations purchased therewith, and investment income and earnings derived therefrom to the payment of the Refunded Bonds, it is necessary for the City to enter into this Agreement with the Escrow Agent; NOW, THEREFORE, the City and the Escrow Agent, in consideration of the foregoing and the mutual covenants herein set forth and in order to secure the payment of the principal of and interest on all of the Refunded Bonds according to their tenor and effect, do hereby agree as follows: MIAMI/4269416.1 ARTICLE I CREATION AND CONVEYANCE OF TRUST ESTATE Section 1.01. Creation and Conveyance of Trust Estate. The City hereby grants, warrants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confirms unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns forever, all and singular the property hereinafter described, to wit: DIVISION I All right, title and interest in and to (i) $ in moneys deposited directly with the Escrow Agent and derived from the proceeds of the Bonds upon issuance and delivery of the Bonds and execution of and delivery of this Agreement, and (ii) $ in moneys derived from the Bond Service Subaccount created under the Bond Resolution (such moneys described in (ii), the "Other Moneys "). DIVISION II All right, title and interest in and to the Government Obligations described in Schedule B attached hereto and made a part hereof, together with the income and earnings thereon. DIVISION III Any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder by the City, or by anyone on behalf of the City to the Escrow Agent for the benefit of the Refunded Bonds. DIVISION IV All property which is by the express provisions of this Agreement required to be subject to the pledge hereof and any additional property that may, from time to time hereafter, by delivery or by writing of any kind, by the City, or by anyone in its behalf, be subject to the pledge hereof. TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter defined), including all additional property which by the terms hereof has or may become subject to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns, forever in trust, however, for the sole benefit and security of the holders from time to time of the Refunded Bonds, but if the principal of and interest on all of the Refunded Bonds shall be fully and promptly paid upon the redemption thereof, in accordance with the terms thereof, then this Agreement shall be and become void and of no further force and effect except as otherwise provided herein; otherwise the same shall remain in full force and effect, and upon the trusts and subject to the covenants and conditions hereinafter set forth. 2 MIAMI/42694 16.1 ARTICLE II DEFINITIONS Section 2.01. Definitions. In addition to words and terms elsewhere defined in this Agreement, the following words and terms as used in this Agreement shall have the following meanings, unless some other meaning is plainly intended. "Government Obligations" shall mean direct general non - callable obligations of the United States of America. "Trust Estate ", "trust estate" or "pledged property" shall mean the property, rights and interests described or referred to under Divisions I, II, III and IV in Article I above. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. The word "person" shall include corporations, associations, natural persons and public bodies unless the context shall otherwise indicate. Reference to a person other than a natural person shall include its successors. ARTICLE III ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND; FLOW OF FUNDS Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated "City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000 Escrow Deposit Trust Fund" (the "Escrow Deposit Trust Fund "), to be held by the Escrow Agent for the sole benefit of the holders of the Refunded Bonds and accounted for separate and apart from the other funds of the City and, to the extent required by law, of the Escrow Agent. Concurrently with the delivery of this Agreement, the City herewith causes to be deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately available moneys for deposit in the Escrow Deposit Trust Fund in the amount of $ consisting of $ from the proceeds of the Bonds and $ in Other Moneys, all of which, when invested in Government Obligations (other than $ from the Other Moneys to be held uninvested), will provide moneys sufficient to pay the principal of and interest on the Refunded Bonds, upon the redemption thereof, as more particularly described in Schedule C attached hereto and made a part hereof. Section 3.02. Payment of Refunded Bonds. The Bond proceeds and Other Moneys received by the Escrow Agent will be sufficient to purchase $ par amount of Government Obligations, all as listed in Schedule B attached hereto and made a part hereof, which will mature in principal amounts and earn income at such times so that sufficient moneys will be available to pay when redeemed all principal of and interest on the Refunded Bonds. Notwithstanding the foregoing, if the amounts deposited in the Escrow Deposit Trust Fund are insufficient to make said payments of principal and interest, the City shall cause to be deposited 3 M1AMI/4269416.1 into the Escrow Deposit Trust Fund the amount of any deficiency immediately upon notice from the Escrow Agent. Section 3.03. Irrevocable Trust Created. The deposit of moneys and Government Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an irrevocable deposit of said moneys and Government Obligations and other property hereunder for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement, shall have an express lien on all moneys and principal of and earnings on the Government Obligations and other property in the Escrow Deposit Trust Fund. The moneys deposited in the Escrow Deposit Trust Fund and the matured principal of the Government Obligations and other property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall be applied for the payment of Refunded Bonds, as more specifically set forth in Schedule C hereto. Section 3.04. Purchase of Government Obligations. The Escrow Agent is hereby directed immediately to purchase the Government Obligations listed in Schedule B from the proceeds of the Bonds and the Other Moneys as described in Sections 3.01 and 3.02 hereof. The Escrow Agent shall purchase the Government Obligations solely from the moneys deposited in the Escrow Deposit Trust Fund as provided in this Agreement. The Escrow Agent shall apply the moneys deposited in the Escrow Deposit Trust Fund and the Government Obligations purchased therewith, together with all income or earnings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder or to make substitutions of the Government Obligations held hereunder or to sell, transfer or otherwise dispose of the Government Obligations held hereunder except as provided in this Agreement. The Escrow Agent is hereby directed not to invest $ from the Other Moneys deposited in the Escrow Deposit Trust Fund simultaneously with the delivery of this Agreement. The City covenants to take no action in the investment, reinvestment or security of the Escrow Deposit Trust Fund in violation of this Agreement and recognizes that any such action in contravention of this Agreement might cause the Refunded Bonds or the Bonds to be classified as "arbitrage bonds" under the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the "Code "). Section 3.05. Substitution of Certain Government Obligations. (a) If so directed in writing by the City on the date of delivery of this Agreement, the Escrow Agent shall accept in substitution for all or a portion of the Government Obligations listed in Schedule B, Government Obligations (the "Substituted Securities "), the principal of and interest on which, together with any Government Obligations listed in Schedule B for which no substitution is made and moneys held uninvested by the Escrow Agent, will be sufficient to pay all principal of and interest of the Refunded Bonds as set forth in Schedule C hereof. The foregoing notwithstanding, the substitution of Substituted Securities for any of the Government Obligations listed in Schedule B may be effected only upon compliance with Section 3.05(b)(1) and (2) below. 4 MIAMI/42694 16.1 (b) If so directed in writing by the City at any time during the term of this Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request the redemption of, all or a portion of the Government Obligations then held in the Escrow Deposit Trust Fund and shall substitute for such Government Obligations other Government Obligations, designated by the City, and acquired by the Escrow Agent with the proceeds derived from the sale, transfer, disposition or redemption of or by the exchange of such Government Obligations held in the Escrow Deposit Trust Fund, but only upon the receipt by the Escrow Agent of: (1) an opinion of nationally recognized counsel in the field of law relating to municipal bonds stating that such substitution will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Refunded Bonds and the Bonds and is not inconsistent with the statutes and regulations applicable to the Refunded Bonds and the Bonds; and (2) verification by a firm of independent certified public accountants stating that the principal of and interest on the substituted Government Obligations, together with any Government Obligations and any uninvested moneys remaining in the Escrow Deposit Trust Fund, will be sufficient, without reinvestment, to pay the principal of and interest on the Refunded Bonds as set forth in Schedule C hereof. Any moneys resulting from the sale, transfer, disposition or redemption of the Government Obligations held hereunder and the substitution therefor of other Government Obligations not required to be applied for the payment of such principal of and interest on the Refunded Bonds (as shown in the verification report described in Section 3.05(b)(2) hereof delivered in connection with such substitution), shall be transferred to the City for deposit in the Enterprise Fund described in the Bond Resolution. Upon any such substitution of Government Obligations pursuant to Section 3.05, Schedule B hereto shall be appropriately amended to reflect such substitution. The Escrow Agent shall be under no duty to inquire whether the Government Obligations as deposited in the Escrow Deposit Trust Fund are properly invested under the Code. The Escrow Agent may rely on all specific directions in this Agreement providing for the investment or reinvestment of the Escrow Deposit Trust Fund. Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the Government Obligations set forth in Schedule B shall mature and be paid, and the investment income and earnings thereon are paid, the Escrow Agent, in its capacity of Bond Registrar (as defined in the Bond Resolution) with respect to the Refunded Bonds (the "Refunded Bonds Bond Registrar "), no later than the payment date for the Refunded Bonds, as specified in Schedule C hereof, shall pay from such moneys the principal of and interest on the Refunded Bonds, as specified in Schedule C hereof. The City hereby irrevocably determines, and irrevocably instructs the Refunded Bonds Bond Registrar, to call the Refunded Bonds for redemption on at a redemption price of 100% of the principal amount thereof in accordance with the Bond Resolution. The City shall perform, and shall cause the Refunded Bonds Bond Registrar to perform, as applicable, the responsibilities, described in the Bond Resolution, in connection with the redemption of the Refunded Bonds, including the giving of notice of redemption as required therein. The Refunded Bonds Bond Registrar is hereby directed to mail a copy of such notice of redemption to Financial Guaranty Insurance Company (the 5 MIAMI/4269416.1 "Series The City shall also file, or cause to be filed, a copy of such notice Series 2000 Bond Insurer"). Y > PY of redemption with the Municipal Securities Rulemaking Board (the "MSRB "). Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund. Subject to the provisions of Section 3.04, the Escrow Agent shall invest and reinvest, at the written direction of the City, in Government Obligations any moneys remaining from time to time in the Escrow Deposit Trust Fund until such time as they are needed. Such moneys shall be reinvested in such Government Obligations for such periods and at such interest rates as the Escrow Agent shall be directed to invest by the City, which periods and interest rates shall be set forth in an opinion from nationally recognized counsel in the field of law relating to municipal bonds to the City and to the Escrow Agent, which opinion shall also be to the effect that such reinvestment of such moneys in such Government Obligations for such period and at such interest rates will not, under the statutes and regulations applicable to the Refunded Bonds and the Bonds, cause the interest on the Refunded Bonds or the Bonds to be included in gross income for federal income tax purposes and that such investment is not inconsistent with the statutes and regulations applicable to the Refunded Bonds and the Bonds. Any interest income resulting from reinvestment of moneys pursuant to this Section 3.07 not required to be applied for the payment of the principal of and interest on the Refunded Bonds shall be transferred to the City for deposit in the Enterprise Fund. Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit Trust Fund created and established pursuant to this Agreement shall be and constitute a trust fund for the purposes provided in this Agreement and shall be kept separate and distinct from all other funds of the City and, to the extent required by law, of the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. Section 3.09. Transfer of Funds After All Payments Required by this Agreement are Made. After all of the transfers by the Escrow Agent to the payment of the principal of and interest on the Refunded Bonds provided in Schedule C have been made, all remaining moneys and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund shall be transferred to the City for deposit in the Enterprise Fund; provided, however, that no such transfers (except transfers made in accordance with Sections 3.05 and 3.07 hereof) shall be made until all of the principal of and interest on the Refunded Bonds have been paid. ARTICLE IV CONCERNING THE ESCROW AGENT Section 4.01. Liability of Escrow Agent. The Escrow Agent shall not be liable in connection with the performance of its duties hereunder except for its own negligence, misconduct or default. The Escrow Agent shall not be liable for any loss resulting from any investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount of the Government Obligations and the earnings thereon to pay the Refunded Bonds. So long as the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom to pay the Refunded Bonds as provided herein, and complies fully with the terms of this Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Refunded Bonds caused by such calculations. 6 MIAMI/4269416 1 The duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel with respect to any matter relevant to this Agreement, who may or may not be counsel to the City, and be entitled to receive from the City reimbursement of the reasonable fees and expenses of such counsel, and in reliance upon the opinion of such counsel have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the City and the Escrow Agent may in good faith conclusively rely upon such certificate. The Escrow Agent shall have no lien, security interest or right of set -off whatsoever upon any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees or expenses for the services rendered by the Escrow Agent under this Agreement. Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the owner of all or may deal in the Refunded Bonds as fully and with the same rights as if it were not the Escrow Agent. Section 4.03. Payment to Escrow Agent. The City shall pay to the Escrow Agent reasonable compensation for all services rendered by it hereunder and also its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created, and the performance of its powers and duties hereunder, including, without limitation, all advances, counsel fees and other expenses reasonably made or incurred by the Escrow Agent in connection with such services, all as provided in Schedule D hereto. ARTICLE V MISCELLANEOUS Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit of the holders from time to time of the Refunded Bonds and shall not be repealed, revoked, altered or amended without the written consent of all such holders of the Refunded Bonds, the Escrow Agent and the City; provided, however, that the City and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement which shall not adversely affect the rights of such holders and shall not be inconsistent with the terms and provisions of this Agreement for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; or (b) to grant to or confer upon the Escrow Agent for the benefit of the holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Escrow Agent. The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally recognized counsel in the field of law relating to municipal bonds with respect to compliance with this Section. 7 MIAMI/42694 16.1 Prior to any repeal, revocation, alteration or amendment of this Agreement, the City shall provide written notice of such proposed repeal, revocation, alteration or amendment to Standard & Poor's Ratings Services, Moody's Investors Service, Inc. and Fitch Ratings at their addresses set forth below: Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attn: Municipal Ratings Desk/Refunded Bonds Moody's Investors Service, Inc. 7 World Trade Center 250 Greenwich Street, 23 Floor New York, New York 10007 Fitch Ratings One State Street Plaza New York, New York 10004 Section 5.02. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the City or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this Agreement contained by or on behalf of the City or by or on behalf of the Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 5.04. Notices to Escrow Agent and City. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the Escrow Agent or the City, shall be deemed to have been sufficiently given or filed for all purposes of this Agreement if personally delivered and receipted for, or if sent by registered or certified United States mail, return receipt requested, addressed as follows: (a) As to the City - City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Chief Financial Officer 8 MIAMI/4269416.1 (b) As to the Escrow Agent - U.S. Bank National Association 200 South Biscayne Boulevard Suite 1870 Miami, Florida 33131 Attention: Corporate Trust Services Any party hereto may, by notice sent to the other parties hereto, designate a different or additional address to which notices under this Agreement are to be sent. Section 5.05. Termination. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Section 5.06. Execution by Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 5.07. Notice of Defeasance. Upon deposit of the moneys with the Escrow Agent and investment thereof as provided in this Agreement, the Escrow Agent is hereby directed to mail to the registered owners of the Refunded Bonds and the Series 2000 Bond Insurer, a notice of defeasance of the Refunded Bonds, substantially in the form attached hereto as Schedule E. The City shall also file, or cause to be filed, a copy of such notice of defeasance with the MSRB. [Remainder of Page Intentionally Left Blank] 9 MIAMI/42694 1 6.1 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers and, with respect to the City, its official seal to be hereunto affixed and attested as of the date first above written. CITY OF MIAMI BEACH, FLORIDA (SEAL) Mayor ATTEST: City Clerk U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By: Vice President U.S. Bank National Association, as Refunded Bonds Bond Registrar, hereby agrees to the provisions of this Agreement applicable to the Refunded Bonds Bond Registrar. U.S. BANK NATIONAL ASSOCIATION, as Refunded Bonds Bond Registrar By: Vice President 10 MIAMI/4269416.1 SCHEDULE A REFUNDED BONDS Maturity Date Principal Amount Interest Rate 09/01/2025 $ 11,810,000 5.250% 09/01/2030 15,295,000 5.375 A -1 MIAMI/4269416.I SCHEDULE B INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS Type of Security Maturity Date Principal Amount Interest Rate $ ov B -1 MIAMI/42694 1 6.1 SCHEDULE C SCHEDULE OF PAYMENTS ON REFUNDED BONDS Date Principal Interest Total $ $ $ C -1 MIAMI /426941 6.1 SCHEDULE D ESCROW AGENT FEES AND EXPENSES (i) In consideration of the services to be rendered by the Escrow Agent under the Agreement, the City upon execution hereof agrees to pay the Escrow Agent a one -time fee of $ to be paid at closing for all services to be incurred as Escrow Agent in connection with such services, plus agrees to pay as incurred reimbursement at cost for ordinary out -of- pocket expenses. The term "ordinary out -of- pocket expenses" means expenses of holding, investing and disbursing the Escrow Deposit Trust Fund as provided herein and includes, but is not limited to publication costs, postage and legal fees as incurred. (ii) The City shall also reimburse the Escrow Agent for any extraordinary expenses incurred by it in connection herewith. The term "extraordinary expenses" includes (a) expenses arising out of the assertion of any third party to any interest in the Escrow Deposit Trust Fund or any challenge to the validity hereof, including reasonable attorneys' fees, (b) expenses relating to any reinvestment under Section 3.07 or substitution under Section 3.05 hereof, and (c) expenses (other than ordinary expenses) not occasioned b ) P ( Y p ) by the Escrow Agent's misconduct or negligence. (iii) The fees and expenses payable by the City under clause (i) or (ii) above shall not be paid from the Escrow Deposit Trust Fund, but shall be paid by the City from legally available funds of the City. D -1 MIAMI/4269416. 1 SCHEDULE E NOTICE OF DEFEASANCE City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000 Dated: October 1, 2000 Maturity Date (September 1,) Principal Amount Interest Rate CUSIP Numbers* 2025 $ 11,810,000 5.250% 59324PAR0 2030 15,295,000 5.375 59324PAS8 NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National Association, as Escrow Agent, for the payment of the principal and interest on the above bonds (the "Bonds "), and such monies, except to the extent maintained in cash, have been invested in direct obligations of the United States of America. U.S. Bank National Association, as Bond Registrar for the Bonds, has been irrevocably instructed to call the Bonds for redemption on (the "Redemption Date ") at a redemption price of 100% of the principal amount thereof. The moneys so deposited and invested as aforesaid has been calculated to be adequate to pay, when due, the principal of and interest on the Bonds to and including the Redemption Date. In accordance with Section 307 of Resolution No. 2000 -24127 adopted by the Mayor and City Commission of the City of Miami Beach, Florida on October 18, 2000 (the "Bond Resolution "), the Bonds are no longer deemed to be outstanding under the provisions of the Bond Resolution and have ceased to be entitled to any benefit or security under the Bond Resolution other than to receive payment of principal and interest from such moneys. U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent Dated: , 2011 * No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or contained in this Notice. E -1 MIAM1/4269416.1 DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement "), dated as of , 2011, is executed and delivered by the City of Miami Beach, Florida (the "Issuer ") 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 "). 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. 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 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. "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 that the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice 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. MIAMI/4269395,2 "Disclosure Representative" means the Chief Financial Officer 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 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. "Failure to File Event" means the Issuer's failure to file an Annual Report on or before the Annual Filing Date. "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 the Annual Financial Information, the Audited Financial Statements (if any), the Notice Event notices, the Failure to File Event notices and the Voluntary Reports. "MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. "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 Report" means the information provided to the Disclosure Dissemination Agent by the Issuer pursuant to Section 7. 2 MIAMI/4269395.2 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, 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 the MSRB not later than two hundred forty (240) days after the end of each Fiscal Year, commencing with the Fiscal Year ended September 30, 2011. 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 ( ) Y p g 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 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 be provided and instruct the Disclosure Dissemination Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB 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 Failure to File Event shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit B, without reference to the anticipated filing date for the Annual Report. (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) with the MSRB; (iii) upon receipt, promptly file each Audited Financial Statement received under Section 2(d) with the MSRB; 3 MIAMI/4269395.2 (iv) upon receipt, promptly file the text of each Notice Event received under Sections 4(a) and 4(b)(ii) with the MSRB, identifying the Notice Event as instructed by the Issuer pursuant to Section 4(a) or 4(b)(ii) (being any of the categories set forth 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); 2. "Non- Payment related defaults, if material," 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, 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 security, or other material events affecting the tax status of the security," pursuant to Sections 4(c) and 4(a)(6); 7. "Modifications to rights of securities holders, if material," pursuant to Sections 4(c) and 4(a)(7); 8. "Bond calls, if material, and tender offers" 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, if material," pursuant to Sections 4(c) and 4(a)(10); 11. "Rating changes," pursuant to Sections 4(c) and 4(a)(11); 12. "Bankruptcy, insolvency, receivership or similar event of the obligated person," pursuant to Sections 4(c) and 4(a)(12); 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," pursuant to Sections 4(c) and 4(a)(13); and 4 MIAMI/4269395.2 __ r 14. "Appointment of a successor or additional trustee or the change of name of a trustee, if material," pursuant to Sections 4(c) and 4(a)(14). (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 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 Report received under Section 7 with the MSRB. vii provide the Issuer evidence of the filings of each of the above when made, e (vii) p g 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 MSRB, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. (g) Any Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure Agreement and that is accompanied by a Certification and all other information required by the terms 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 following Annual Financial Information with respect to the Stormwater Utility for the prior Fiscal Year: the information in the Official Statement under the captions [ "THE STORMWATER UTILITY - Rates, Fees and Charges" and "HISTORICAL SCHEDULE OF NET REVENUE, DEBT SERVICE AND DEBT COVERAGE "]. (b) Audited Financial Statements prepared in accordance with generally accepted accounting principles ( "GAAP ") will be included in the Annual Report, but may be provided in accordance with 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, which have been previously filed with the Securities and Exchange Commission or available to the public 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. 5 MIAMI/4269395.2 Any Annual Financial Information containing modified operating data or financial information 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; 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 security, 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 purposes of the event identified in this subsection 4(a)(12), the event is considered to occur when any 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. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision 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 supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. 6 MIAMI/4269395.2 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; and 14. Appointment of a successor or additional trustee or the change of name of Pp g a trustee, if material. 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 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 (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 Section 4(c), together with 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). (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 MSRB in accordance with Section 2(e)(iv) hereof. 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, Failure to File Events and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the full name of the Bonds and the 9 -digit CUSIP numbers for the Bonds as to which the provided information relates. 7 MIAMI/4269395.2 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 10b -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 information with the MSRB, 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, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice, or Failure to File 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, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice. 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 legal defeasance, prior redemption or payment in full of all of the Bonds, 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, 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 until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure 8 MIAMI/4269395.2 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 Holders' 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, including the Bond Resolution, 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 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 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. (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 shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. (c) 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 9 MIAMI/4269395.2 - j 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 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. Sources of Payments; No Personal Liability. Notwithstanding anything to the contrary contained in this Disclosure Agreement, 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; provided, that any such costs and expenses shall constitute Current Expenses under the Bond Resolution. 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 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. 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. 10 MIAMI/4269395.2 The Disclosure Dissemination Agent and the Issuer 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 By: Name: Title: CITY OF MIAMI BEACH, FLORIDA, as Issuer By: Patricia D. Walker Chief Financial Officer 11 MIAMI/4269395.2 EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of Issuer: City of Miami Beach, Florida Obligated Person: City of Miami Beach, Florida Name of Bond Issue: Stormwater Revenue Bonds, Series 2011A and Stormwater Revenue Refunding Bonds, Series 2011B Date of Issuance: , 2011 Date of Official Statement: , 2011 CUSIP Numbers: MIAMI/4269395.2 A-1 EXHIBIT B NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Issuer: City of Miami Beach, Florida Obligated Person: City of Miami Beach, Florida Name of Bond Issue: Stormwater Revenue Bonds, Series 2011A and Stormwater Revenue Refunding Bonds, Series 2011B Date of Issuance: , 2011 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, dated as of , 2011, 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 filed p po 1 be led by Dated: Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the Issuer cc: City of Miami Beach, Florida MIAMI/4269395.2 B -1 EWP DRAFT 10 -11 -11 PRELIMINARY OFFICIAL STATEMENT DATED , 2011 NEW ISSUE - BOOK -ENTRY ONLY See "Ratings" herein In the opinion of Squire, Sanders & Dempsey (US) LLP, Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2011 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii) the Series 2011 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Series 2011 Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. For a more complete discussion of the tax aspects, see "TAX MATTERS" herein. $ * $ CITY OF MIAMI BEACH, FLORIDA CITY OF MIAMI BEACH, FLORIDA STORMWATER REVENUE BONDS STORMWATER REVENUE REFUNDING BONDS SERIES 2011A SERIES 2011B Dated: Date of Delivery Due: September 1, as shown on inside front cover page The City of Miami Beach (the "City ") is issuing its $ ' Stormwater Revenue Bonds, Series 2011 A (the "Series 2011A Bonds ") and $ ' Stormwater Revenue Refunding Bonds, Series 201 l B (the "Series 2011B Bonds" and together with the Series 2011A Bonds, the "Series 2011 Bonds "). The Series 2011 Bonds will be delivered initially in book -entry form, in denominations of $5,000 or any whole multiple thereof, and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which will act as securities depository for the Series 2011 Bonds. Purchasers will not receive certificates representing their ownership interest in the Series 2011 Bonds purchased. Interest on the Series 2011 Bonds will accrue from the dated date and is payable semiannually commencing on March 1, 2012 and on each September 1 and March 1 thereafter. See "THE SERIES 2011 BONDS - Book -Entry Only System." The Series 2011A Bonds are being issued by the City for the purpose of providing funds to (i) pay the costs of certain capital improvements to its Stormwater Utility (the "2011 Project "), (ii) fund a deposit to the Reserve Account, and (iii) pay the costs of issuing the Series 201 IA Bonds. The Series 2011B Bonds are being issued by the City for the purpose of providing funds, together with other available moneys of the City, to (i) refund, defease and redeem the Bonds to be Refunded (as such term is defined in this Official Statement), including interest to accrue to their redemption date, and (ii) paying the costs of such issuance, refunding, defeasance and redemption (collectively, the "Refunding Requirements "). The Series 2011 Bonds are subject to redemption by the City prior to maturity as set forth herein. The Series 2011 Bonds are payable from and secured by a first lien on and a pledge of the Net Revenues derived from the operation of the Stormwater Utility of the City. Such first lien and pledge of Net Revenues granted by the City in favor of the Series 2011 Bonds shall be on a parity with the first lien and pledge of such Net Revenues granted by the City in favor of the Stormwater Revenue Refunding Bonds, Taxable Series 2009J- 2, and that may be granted by the City in favor of Additional Bonds, Refunding Bonds, Alternative Parity Debt and certain Short -Term Indebtedness. See "SECURITY FOR THE SERIES 2011 BONDS" herein. THE CITY IS NOT OBLIGATED TO PAY THE SERIES 2011 BONDS OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES AND NEITHER THE FAITH AND CREDIT NOR ANY PHYSICAL PROPERTIES OF THE CITY ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2011 BONDS. THE ISSUANCE OF THE SERIES 2011 BONDS DOES NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY TO LEVY ANY FORM OF TAXATION WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT EXCEPT FROM THE PLEDGED REVENUES. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, MIAMI -DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO PAYMENT OF THE SERIES 2011 BONDS. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Series 2011 Bonds are offered when, as and if issued and accepted by the Underwriters subject to the opinions on certain legal matters relating to their issuance of Squire, Sanders & Dempsey (US) LLP, Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the City by Jose Smith, City Attorney. Certain legal matters will be passed upon for the Underwriters by Edwards Wildman Palmer LLP, West Palm Beach, Florida. RBC Capital Markets, LLC, Miami, Florida, has served as Financial Advisor to the City in connection with the issuance of the Series 2011 Bonds. It is expected that the Series 2011 Bonds will be available for delivery through DTC in New York, New York on or about November , 2011. J.P. MORGAN B of A Merrill Lynch Morgan Stanley & Co. Incorporated SunTrust Robinson Humphrey Dated: , 2011 Preliminary, subject to change. PMB 423657.6 MATURITY DATES, PRINCIPAL AMOUNTS, INITIAL CUSIP NUMBERS, INTEREST RATES, AND YIELDS CITY OF MIAMI BEACH, FLORIDA $ STORMWATER REVENUE BONDS SERIES 2011A $ * Serial Series 2011A Bonds Maturity Initial Maturity Initial Date Principal CUSIP Interest Date Principal CUSIP Interest September 1 Amount* No." Rate Yield September 1 Amount* No." Rate Yield $ % % $ $ % Term Series 2011A Bonds due September 1, , Yield %, Initial CUSIP N $ % Term Series 2011A Bonds due September 1, , Yield %, Initial CUSIP No." $ * STORMWATER REVENUE REFUNDING BONDS SERIES 2011B $ * Serial Series 2011B Bonds Maturity Initial Maturity Initial Date Principal CUSIP Interest Date Principal CUSIP Interest September 1 Amount* No." Rate Yield September 1 Amount* No. Rate Yield $ % % $ % % $ % Term Series 2011B Bonds due September 1, , Yield %, Initial CUSIP No. $ % Term Series 2011B Bonds due September 1, , Yield %, Initial CUSIP No." Preliminary, subject to change. (I) Neither the City nor the Underwriters assume responsibility for the use of CUSIP numbers, nor is any representation made as to their correctness. The CUSIP numbers are included solely for the convenience of the readers of this Official Statement. PMB 423657.6 RED HERRING LANGUAGE: This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of any offer to buy, nor shall there be any sale of the Series 2011 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. PMB 423657.6 • CITY OF MIAMI BEACH MAYOR Matti Herrera Bower VICE MAYOR Jerry Libbin CITY COMMISSION Jorge Exposito Michael Gongora Jonah Wolfson Edward L. Tobin Deede Weithorn CITY MANAGER CITY ATTORNEY Jorge M. Gonzalez Jose Smith CHIEF FINANCIAL OFFICER CITY CLERK Patricia Walker Robert E. Parcher ASSISTANT CITY MANAGER Duncan Ballantyne PUBLIC WORKS DIRECTOR Fred H. Beckmann FINANCIAL ADVISOR RBC Capital Markets, LLC BOND COUNSEL Squire, Sanders & Dempsey (US) LLP CONSULTING ENGINEERS Camp Dresser & McKee Inc. RATE CONSULTANT Camp Dresser & McKee Inc. PMB 423657.6 NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2011 BONDS, OTHER THAN AS CONTAINED IN THIS OFFICIAL STATEMENT AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CITY. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SERIES 2011 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THIS OFFICIAL STATEMENT IS NOT TO BE CONSTRUED AS A CONTRACT WITH THE PURCHASERS OF THE SERIES 2011 BONDS. THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED A DETERMINATION OF RELEVANCE, MATERIALITY OR IMPORTANCE, AND THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE CAPTIONS AND HEADINGS IN THIS OFFICIAL STATEMENT ARE FOR CONVENIENCE ONLY AND IN NO WAY DEFINE, LIMIT OR DESCRIBE THE SCOPE OR INTENT, OR AFFECT THE MEANING OR CONSTRUCTION, OF ANY PROVISIONS OR SECTIONS IN THIS OFFICIAL STATEMENT. THE OFFERING OF THE SERIES 2011 BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFICIAL STATEMENT. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2011 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2011 BONDS TO CERTAIN DEALERS AND OTHERS AT YIELDS HIGHER THAN THE PUBLIC OFFERING YIELDS SET FORTH ON THE INSIDE COVER PAGES OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING YIELDS MAY BE CHANGED FROM TIME TO TIME, AFTER THE INITIAL OFFERING TO THE PUBLIC, BY THE UNDERWRITERS. THE OFFICIAL STATEMENT CONTAINS STATEMENTS, WHICH TO THE EXTENT THEY ARE NOT RECITATIONS OF HISTORICAL FACT, CONSTITUTE "FORWARD- LOOKING STATEMENTS." IN THIS RESPECT, THE WORDS "ESTIMATE," "PROJECT," "ANTICIPATE," "EXPECT," "INTEND," "BELIEF," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD- LOOKING STATEMENTS. SUCH STATEMENTS MAY BE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN SUCH FORWARD - LOOKING STATEMENTS. THE SERIES 2011 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAW NOR HAS THE BOND RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE STORMWATER UTILITY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR GOVERNMENTAL ENTITY OR AGENCY WILL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT OR APPROVED, RECOMMENDED OR PASSED UPON THE MERITS OF THE SERIES 2011 BONDS FOR SALE. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ( "ORIGINAL BOUND FORMAT ") OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITE: . THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR AS PRINTED IN ITS ENTIRETY DIRECTLY FROM SUCH WEBSITE. THIS PRELIMINARY OFFICIAL STATEMENT IS IN THE FORM DEEMED FINAL BY THE CITY FOR PURPOSES OF RULE 15c2 -12 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15c2- 12(b)(1). PMB 423657.6 TABLE OF CONTENTS Page INTRODUCTION l PURPOSE OF THE SERIES 2011 BONDS 2 REFUNDING PLAN 2 ESTIMATED SOURCES AND USES OF FUNDS 3 THE SERIES 2011 BONDS 3 General 3 Book -Entry Only System 3 Optional Redemption of Series 2011 Bonds 6 Mandatory Sinking Fund Redemption 6 Redemption Notice 7 SECURITY FOR THE SERIES 2011 BONDS 8 General 8 Flow of Funds 9 Reserve Account 10 Rate Covenant 13 Additional Bonds 14 Refunding Bonds 15 Other Indebtedness 16 THE STORMWATER UTILITY 16 General 17 The Public Works Department 17 Description of the Existing Stormwater Utility 19 The Capital Improvement Program 19 Governmental Regulation 27 Rates, Fees and Charges 29 Billing and Collection 29 DEBT SERVICE SCHEDULE 30 HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUE, DEBT SERVICE AND DEBT COVERAGE 31 RISK FACTORS 33 LITIGATION 34 TAX MATTERS 34 EXPERTS 37 UNDERWRITING 38 FINANCIAL STATEMENTS 38 VERIFICATION OF MATHEMATICAL COMPUTATIONS 38 FINANCIAL ADVISOR 39 RATINGS 39 LEGAL MATTERS 39 CONTINUING DISCLOSURE 40 CONTINGENT FEES 40 DISCLOSURE PURSUANT TO SECTION 517.051, FLORIDA STATUTES 40 MISCELLANEOUS 40 CERTIFICATE CONCERNING THE OFFICIAL STATEMENT 40 PMB 423657.6 APPENDIX A - General Information Regarding the City and Miami -Dade County A -1 APPENDIX B - Report of Consulting Engineers B -1 APPENDIX C - Financial Statements of the City C -1 APPENDIX D - Bond Resolution and Series 2011 Resolution D -1 APPENDIX E - Form of Disclosure Dissemination Agent Agreement E -1 APPENDIX F - Form of Opinion of Bond Counsel F -1 ii PMB 423657.6 OFFICIAL STATEMENT RELATING TO $ * $ CITY OF MIAMI BEACH, FLORIDA CITY OF MIAMI BEACH, FLORIDA STORMWATER REVENUE BONDS STORMWATER REVENUE REFUNDING BONDS SERIES 2011A SERIES 2011B INTRODUCTION The purpose of this Official Statement, including the cover page and all appendices, is to set forth certain information in connection with the sale by the City of Miami Beach, Florida (the "City ") of its $ * aggregate principal amount of Stormwater Revenue Bonds, Series 2011A (the "Series 2011A Bonds ") and $ * aggregate principal amount of Stormwater Revenue Refunding Bonds, Series 2011B (the "Series 2011B Bonds" and together with the Series 2011A Bonds, the "Series 2011 Bonds "). The Series 2011 Bonds, the Series 2009 Bonds (defined below) and any Additional Bonds and Refunding Bonds issued on a parity therewith, are collectively referred to as the "Bonds." The Series 2011 Bonds are being issued pursuant to the Constitution and Laws of the State of Florida, including Chapter 166 and Section 403.0893(1), Florida Statutes, and the City of Miami Beach Charter (collectively, the "Act ") and other applicable provisions of law and pursuant and subject to the terms and conditions of Resolution No. 2000 -24127 adopted by the Mayor and City Commission of the City (the "Commission ") on October 18, 2000 (the "Bond Resolution "), and Resolution No. 2011- adopted by the Commission on , 2011 (the "Series 2011 Resolution "). The City has previously issued pursuant to the Bond Resolution its (i) $52,170,000 original principal amount of City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000, currently Outstanding in the principal amount of $27,105,000 (the "Outstanding Series 2000 Bonds "); and (ii) $16,185,000 original principal amount of City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Taxable Series 2009J -2 (the "Series 2009 Bonds "), all of which are currently Outstanding. The principal of, and interest on, the Series 2011 Bonds are secured by a lien on and pledge of the Pledged Revenues as described herein, on a parity with the Series 2009 Bonds (other than the Reserve Account, which does not secure the Series 2009 Bonds), and any Additional Bonds and Refunding Bonds that may be issued from time to time under the Bond Resolution and Alternative Parity Debt and certain Short-Term Indebtedness that may be issued from time to time. See "SECURITY FOR THE SERIES 2011 BONDS" in this Official Statement. All capitalized terms used in this Official Statement and not otherwise defined herein have the same meaning as provided in Appendix D attached hereto. Descriptions of the Series 2011 Bonds, the Bond Resolution, and other agreements and documents contained herein constitute summaries of certain provisions thereof, and do not purport to be complete. Reference is made to the Bond Resolution and such other agreements and documents for a more complete description of such provisions, copies of which are on file at the offices of the City. * Preliminary, subject to change. 1 PMB 423657.6 PURPOSE OF THE SERIES 2011 BONDS The Series 2011A Bonds are being issued by the City for the purpose of providing funds to (i) pay the costs of certain capital improvements to its Stormwater Utility (the "2011 Project "), (ii) fund a deposit to the Reserve Account, and (iii) pay the costs of issuing the Series 2011A Bonds. The Series 2011B Bonds are being issued by the City for the purpose of providing funds, together with other available moneys of the City, to (i) refund, defease and redeem the Outstanding Series 2000 Bonds (the "Bonds to be Refunded "), including interest to accrue to their redemption date, and (ii) paying the costs of such issuance, refunding, defeasance and redemption (collectively, the "Refunding Requirements ") The improvements to the Stormwater Utility to be made with the proceeds of the Series 2011 Bonds are part of the improvements to be made pursuant to the Capital Improvement Program for the Stormwater Utility. See "THE STORMWATER UTILITY - The Capital Improvement Program." REFUNDING PLAN On the date of original issuance and delivery of the Series 2011B Bonds, pursuant to the terms of an escrow deposit agreement between the City and U.S. Bank National Association (the "Escrow Agent "), with respect to the defeasance of the Bonds to be Refunded (the "Escrow Agreement "), the City will deposit a portion of the proceeds of the Series 2011B Bonds and certain other moneys of the City with the Escrow Agent for deposit to the credit of a special and irrevocable trust fund established pursuant to the Escrow Agreement (the "Escrow Deposit Trust Fund "). These proceeds and other available moneys will be applied, on the date of issuance and delivery of the Series 2011B Bonds, to the purchase of direct obligations of the United States of America (the "Escrow Securities ") and any cash remaining after such purchase will be held uninvested. The Escrow Securities will mature at such times and in such amounts so that the maturing principal, together with the investment income, when due and received by the Escrow Agent, and other moneys remaining uninvested in the Escrow Deposit Trust Fund will be sufficient to pay the principal of and accrued interest on the Bonds to be Refunded to their redemption date, Upon the deposit of such proceeds and moneys in the Escrow Deposit Trust Fund, the purchase of such Escrow Securities and the direction to give certain notices, as required under the Bond Resolution, in the opinion of Bond Counsel rendered in reliance upon the verification report of Causey Demgen & Moore described under "VERIFICATION OF MATHEMATICAL COMPUTATIONS" in this Official Statement, the Bonds to be Refunded shall no longer be deemed to be oustanding under the Bond Resolution. The maturing principal of and interest on the Escrow Securities and uninvested moneys held under the Escrow Agreement will not be available to pay principal and interest on the Series 2011B Bonds. 2 PMB 423657.6 ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the estimated sources and uses of funds from the proceeds of the Series 2011 Bonds: Sources of Funds Series 2011A Series 2011B Bonds Bonds Total Principal Amount of Series 2011 Bonds $ $ $ Net Original Issue Discount /Premium ( ) ( ) ( ) [Other available moneys] Total Estimated Sources of Funds $ $ $ Uses of Funds Deposit to Series 2011A Construction Account $ $ -- $ Deposit to Escrow Deposit Trust Fund -- Deposit to Reserve Account Costs of Issuance (1) Total Estimated Uses of Funds $ $ $ (1) Includes Underwriters' discount, rating agency fees, engineering, consulting and legal fees, and other issuance costs THE SERIES 2011 BONDS General The Series 2011 Bonds will be dated , 2011. The Series 2011 Bonds will bear interest at the rates and will mature on the dates and in the amounts set forth on the inside cover page of this Official Statement. Interest on the Series 2011 Bonds is payable semiannually commencing on March 1, 2012 and on each September 1 and March 1 thereafter. U.S. Bank National Association, Miami, Florida, is acting as paying agent and bond registrar for the Series 2011 Bonds (the "Bond Registrar "). Book -Entry Only System The following description of the procedures and record keeping with respect to beneficial ownership interests in the Series 2011 Bonds, payment of interest and principal on the Series 2011 Bonds to Participants or Beneficial Owners of the Series 2011 Bonds, confirmation and transfer of beneficial ownership interest in the Series 2011 Bonds and other related transactions by and between DTC, the Participants and the Beneficial Owners of the Series 2011 Bonds is based solely on information furnished by DTC on its website for inclusion in this Official Statement. Accordingly, neither the City nor the Underwriters can make any representation concerning these matters or take any responsibility for the accuracy or completeness of such information. The Depository Trust Company ( "DTC "), New York, New York, will act as securities depository for the Series 2011 Bonds. The Series 2011 Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered bond certificate will be issued for each maturity 3 PMB 423657.6 of each Series of the Series 2011 Bonds, each in the aggregate principal amount of such maturity to be issued, as set forth on the inside cover page of this Official Statement, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited - purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has a Standard & Poor's rating of AA +. The DTC Rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2011 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2011 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2011 Bond ( "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2011 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2011 Bonds, except in the event that use of the book -entry system for the Series 2011 Bonds is discontinued. To facilitate subsequent transfers, all Series 2011 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2011 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2011 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2011 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Series 2011 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2011 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 4 PMB 423657.6 security documents. For example, Beneficial Owners of the Series 2011 Bonds may wish to ascertain that the nominee holding the Series 2011 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent by the Bond Registrar to DTC. If less than all of the Series 2011 Bonds within a particular maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2011 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2011 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2011 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from City or the Bond Registrar, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Bond Registrar or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Bond Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. NEITHER THE CITY NOR THE BOND REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT OR INDIRECT PARTICIPANT OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE SERIES 2011 BONDS IN RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT, THE PAYMENT BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2011 BONDS, ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER THE BOND RESOLUTION, THE SELECTION BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OR ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES 2011 BONDS, OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2011 BONDS, AS NOMINEE OF DTC, REFERENCES IN THIS OFFICIAL STATEMENT TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2011 BONDS SHALL MEAN CEDE & CO., AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2011 BONDS. Discontinuance of Book -Entry Only System In the event the City determines that it is in the best interest of the Beneficial Owners to obtain Series 2011 Bond certificates, the City may notify DTC and the Bond Registrar, whereupon DTC will 5 PMB 423657.6 notify the DTC Participants, of the availability through DTC of Series 2011 Bond certificates. In such event, the City shall prepare and execute, and the Bond Registrar shall authenticate, transfer and exchange, Series 2011 Bond certificates as requested by DTC in appropriate amounts and within the guidelines set forth in the Bond Resolution. DTC may also determine to discontinue providing its services with respect to the Series 2011 Bonds at any time by giving written notice to the City and the Bond Registrar and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City and the Bond Registrar shall be obligated to deliver Series 2011 Bond certificates as described herein. In the event Series 2011 Bond certificates are issued, the provisions of the Bond Resolution shall apply to, among other things, the transfer and exchange of such certificate and the method of payment of principal of and interest on such certificates. Whenever DTC requests the City and the Bond Registrar to do so, the City will direct the Bond Registrar to cooperate with DTC in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Series 2011 Bonds to any DTC Participant having Series 2011 Bonds credited to its DTC account; or (ii) to arrange for another securities depository g � O g P rY to maintain custody of certificates evidencing the Series 2 1 Bonds. v g t e e s O1 onds. Optional Redemption of Series 2011 Bonds Optional Redemption for the Series 2011 Bonds. The Series 2011 Bonds maturing on September 1, 20 and thereafter shall be subject to redemption prior to their stated dates of maturity, at the option of the City, from any moneys that may be available for such purpose, as a whole or in part at any time on or after September 1, 20, and if in part in any order of maturity selected by the City and by lot or by such other manner as the Bond Registrar shall deem appropriate within a maturity if less than a full maturity is to be redeemed, at a redemption price equal to 100% of the principal amount of the Series 2011 Bonds to be redeemed plus accrued interest to the redemption date and without premium. Mandatory Sinking Fund Redemption Mandatory Sinking Fund Redemption for the Series 2011A Bonds. The Series 2011 A Bonds maturing on September 1, 20 are subject to mandatory sinking fund redemption prior to maturity in part by lot or by such manner as the Bond Registrar shall deem appropriate, on September 1, 20 and on each September 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, from Amortization Requirements, as follows: Redemption Date Principal (September 1) Amount * Maturity The Series 2011A Bonds maturing on September 1, 20_ are subject to mandatory sinking fund redemption prior to maturity in part by lot or by such manner as the Bond Registrar shall deem appropriate, on September 1, 20 a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, from Amortization Requirements, as follows: 6 PME3 423657.6 Redemption Date Principal (September 1) Amount * * Maturity Mandatory Sinking Fund Redemption for the Series 2011B Bonds. The Series 201 1 B Bonds maturing on September 1, 20 are subject to mandatory sinking fund redemption prior to maturity in part by lot or by such manner as the Bond Registrar shall deem appropriate, on September 1, 20 and on each September 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, from Amortization Requirements, as follows: Redemption Date Principal (September 1) Amount * * Maturity The Series 2011B Bonds maturing on September 1, 20_ are subject to mandatory sinking fund redemption prior to maturity in part by lot or by such manner as the Bond Registrar shall deem appropriate, on September 1, 20_ at a redemption price equal to the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, from Amortization Requirements, as follows: Redemption Date Principal (September 1) Amount * * Maturity Redemption Notice At least thirty (30) days, but not more than sixty (60) days, before the redemption date, a notice of any such redemption, either in whole or in part, (a) shall be filed by the City with the Bond Registrar, and (b) shall be mailed by the Bond Registrar, first class mail, postage prepaid, to all registered owners of Series 2011 Bonds (which, so long as DTC shall act as securities depository for the Series 2011 Bonds, 7 PMB 423657.6 shall be Cede & Co.) to be redeemed at their last addresses as they appear on the registration books kept by the Bond Registrar, but failure so to mail any such notice shall not affect the validity of the proceedings for such redemption. No assurance can be given by the City that DTC and DTC Participants will promptly transmit notices of redemption to Beneficial Owners. After such redemption date, interest will no longer accrue on such Series 2011 Bonds called for redemption, so long as the required funds are on deposit for their redemptions. Owners of such Series 2011 Bonds should thereafter look solely to such funds for payment. SECURITY FOR THE SERIES 2011 BONDS General The Bonds issued under the Bond Resolution are limited obligations of the City, payable solely from and secured by a lien upon and pledge of Net Revenues and, to the extent provided in the Bond Resolution, from Impact Fees and Special Assessments, and all moneys held in the respective Funds and Accounts established under the Bond Resolution other than the Subordinated Indebtedness Account and the Arbitrage Rebate Fund (collectively, the "Pledged Revenues "). See Appendix D hereto for a further description of the Pledged Revenues. The Series 2011 Bonds are payable from and secured by the Y Y Pledged Revenues on a parity with the Series 2009 Bonds (other than the Reserve Account, which does not secure the Series 2009 Bonds) and any Additional Bonds and Refunding Bonds that may be issued from time to time under the Bond Resolution and Alternative Parity Debt and certain Short-Term Indebtedness that may be issued from time to time. With respect to the Series 2011 Bonds, there will be no Special Assessments or Impact Fees available to pay principal of and interest on the Series 2011 Bonds, and therefore, as applied to the Series 2011 Bonds, "Pledged Revenues" shall not be deemed to include Special Assessments or Impact Fees. "Net Revenues" is defined in the Bond Resolution as being, for any particular period, the amount of Revenues for such period less Current Expenses for such period. "Revenues" is defined in the Bond Resolution as all moneys received by the City in connection with or as a result of its ownership or operation of the Stormwater Utility, including the income derived by the City from the provision of stormwater management utility services, any proceeds of use and occupancy insurance on the Stormwater Utility or any part thereof, payments made to the City under Interest Rate Swap arrangements, income from investments made under the Bond Resolution and, except for certain purposes related to the issuance of Additional Bonds under the Bond Resolution, amounts transferred or to be transferred from the Rate Stabilization Account; provided, however, Revenues shall not include grants, contributions or donations, investment income from investments of moneys on deposit in the Construction Fund, the Subordinated Indebtedness Account, the Impact Fee Account and the Special Assessment Account, proceeds of insurance (except use and occupancy insurance) and condemnation awards, moneys held in the Subordinated Indebtedness Account and in any Arbitrage Rebate Fund created pursuant to the Bond Resolution, proceeds of sales of property constituting a part of the Stormwater Utility, Special Assessments, the proceeds of Bonds or other Utility Debt and Impact Fees. "Current Expenses" is defined in the Bond Resolution as the City's reasonable and necessary current expenses of maintenance, repair and operation of the Stormwater Utility and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of maintenance and repair, which may include expenses not annually recurring, any reasonable payments to pension or retirement funds properly chargeable to the Stormwater Utility, insurance premiums, engineering expenses relating to maintenance, repair and operation, fees and expenses of the Bond Registrar, legal and accounting expenses, any fees, fines, or penalties lawfully imposed on the Stormwater Utility, any taxes which may 8 PMB 423657.6 be lawfully imposed on the Stormwater Utility or its income or operations and reserves for such taxes, annual fees for the maintenance of Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies, Reserve Account Letters of Credit or Interest Rate Swaps (other than payments due under an Interest Rate Swap on a parity with interest due on the Bonds and termination payments thereunder), and any other expenses required to be paid by the City in connection with the Stormwater Utility under the provisions of the Bond Resolution or by law, including any amounts required from time to time to pay arbitrage rebate to the United States of America or to fund the Arbitrage Rebate Fund, but shall not include any reserves for extraordinary maintenance or repair, or any allowance for depreciation, or any administrative expenses payable to the City's General Fund, or any deposits or transfers to the credit of the Debt Service Account, the Reserve Account, the Rate Stabilization Account, the Subordinated Indebtedness Account, the Impact Fee Account or the Special Assessment Account. The City is not obligated to pay the Series 2011 Bonds or the interest thereon except from the Pledged Revenues and neither the faith and credit nor any physical properties of the City are pledged to the payment of the Series 2011 Bonds. The issuance of the Series 2011 Bonds does not directly or indirectly or contingently obligate the City to levy any form of taxation whatever therefor or to make any appropriation for their payment except from the Pledged Revenues. Neither the full faith and credit nor the taxing power of the City, Miami -Dade County, Florida (the "County "), the State of Florida or any political subdivision thereof is pledged to the payment of the Series 2011 Bonds. Flow of Funds The City maintains a special fund designated the "Stormwater Utility Fund" (the "Enterprise Fund "). The Bond Resolution establishes within the Enterprise Fund the Debt Service Account (and within the Debt Service Account, the Bond Service Subaccount and Redemption Subaccount), Reserve Account, Rate Stabilization Account, Subordinated Indebtedness Account, Impact Fee Account and Special Assessment Account. The Bond Resolution also establishes the Construction Fund. All such funds and accounts will be held by the City, and no independent trustee has been appointed to hold the moneys in such funds for the benefit of the Bondholders. The City deposits all Revenues collected from the Stormwater Utility's operations into the Enterprise Fund. Not later than the 20th day of each month, the City will withdraw from the Enterprise Fund (except for an amount equal to the next two month's Current Expenses under the Annual Budget, which amount shall be held for the payment of Current Expenses) and deposit the funds withdrawn in the following order: (a) To the Bond Service Subaccount of the Debt Service Account, an amount which, together with amounts concurrently deposited therein from Impact Fees pursuant to the Bond Resolution and from Special Assessments pursuant to the Bond Resolution, will equal one -sixth (1/6) of interest payable on the Bonds of each Series on the next Interest Payment Date, and one - twelfth (1/12) or, if principal is payable semiannually, one -sixth (1/6), of the next maturing installment of principal on all Serial Bonds then Outstanding; provided, however, that in each month intervening between the date of delivery of Bonds and the next succeeding Interest Payment Date or principal payment date, respectively, the amount specified in this subparagraph shall be the amount which when multiplied by the number of deposits to the credit of the Bond Service Subaccount required to be made during such respective periods as provided above will equal the amounts required (taking any amounts received as accrued interest or capitalized interest from the proceeds of the Bonds) for such next succeeding interest payment and next maturing installment of principal, respectively; 9 PMB 423657.6 (b) To the Redemption Subaccount of the Debt Service Account, an amount which, together with amounts concurrently deposited therein from Impact Fees pursuant to the Bond Resolution and from Special Assessments pursuant to the Bond Resolution, will equal one - twelfth (1/12) or, if any Bonds are required to be retired semiannually in satisfaction of the Amortization Requirements therefor, one -sixth (1/6), of the principal amount of Term Bonds of each Series required to be retired in satisfaction of the Amortization Requirements, if any, for such Fiscal Year; (c) To the Reserve Account, the amount, if any, as may be required Y Y uired to make the q amount deposited to the credit of the Reserve Account in such month equal to the Reserve Account Deposit Requirement for such month; provided, however, that if the Reserve Account Deposit Requirement is being satisfied by the restoration of any amounts drawn or paid under a Reserve Account Insurance Policy or a Reserve Account Letter of Credit, there shall be paid to the provider thereof such amount, if any, of any balance remaining after the deposits under clauses (a) and (b) above, as may be required to cause the Reserve Account Deposit Requirement to be satisfied; (d) To the Rate Stabilization Account, amounts determined from time to time by the Commission; and (e) To the Subordinated Indebtedness Account, an amount, if any, equal to the sum of one - twelfth (1/12) of the principal, redemption premium, if any, and interest coming due on any Subordinated Indebtedness during the succeeding twelve month period and the amount, if any, required to be deposited in any special reserve subaccount established within the Subordinated Indebtedness Account. Impact Fees are required to be deposited to the Impact Fee Account, and Special Assessments are required to be deposited to the Special Assessment Account, and the amounts in such accounts are required to be used for the specific purposes for which such Impact Fees or Special Assessments have been levied. See Appendix D hereto for a further description of such Accounts. Reserve Account General. Under the Bond Resolution, the City has established the Reserve Account within the Enterprise Fund. The Reserve Account is held for the benefit of all Bonds Outstanding except that the Series Resolution for one or more particular Series of Bonds may establish a separate subaccount within the Reserve Account for such particular Series of Bonds and, in such event, such Series of Bonds shall be secured only by the moneys held for the credit of such subaccount and by no other amounts held for the credit of the Reserve Account, and the Bonds outstanding of any other Series will have no claim whatsoever on the moneys held for the credit of such separate subaccount in the Reserve Account. No separate subaccount is being established with respect to the Series 2011 Bonds. The Reserve Account Requirement under the Bond Resolution is an amount equal to the lesser of (i) the Maximum Principal and Interest Requirements for all outstanding Bonds in the current or any subsequent Fiscal Year, or (ii) the maximum amount allowed to be funded from Bond proceeds under the Code; provided that if the Series Resolution corresponding to a Series of Bonds provides for the establishment of a separate subaccount in the Reserve Account to secure only such Series of Bonds (with such Series of Bonds having no claim on the other moneys deposited to the credit of the Reserve Account), the Reserve Account Requirement for such Series of Bonds shall be calculated as set forth in the corresponding Series Resolution. 10 PMB 423657.6 Notwithstanding anything to the contrary contained in the Bond Resolution, (i) the Series 2009 Bonds are not secured by the Reserve Account or any separate subaccount therein, and (ii) the Reserve Account Requirement is computed without regard to the Series 2009 Bonds. Upon the issuance of a Series of Bonds, unless funded from the proceeds of such Series of Bonds, the City is required to make deposits to the Reserve Account from the Enterprise Fund each month (after making the deposits to the Debt Service Account and Redemption Account) of one - twelfth (1/12) of the increase in the Reserve Account Requirement resulting from the issuance of such Series of Bonds until the amount on deposit therein equals the Reserve Account Requirement, unless the Series Resolution for such Series of Bonds establishes a separate subaccount in the Reserve Account to secure onl y such Series of Bonds (with such Series of Bonds having no claim on the other moneys deposited to the credit of the Reserve Account). If the Reserve Account contains less than the Reserve Account Requirement, then the City is required to make deposits therein from the Enterprise Fund each month (after making deposits to the Debt Service Account and Redemption Account), of one - twelfth (1/12) of the deficiency, until the Reserve Account Requirement is met. Moneys held for the credit of the Reserve Account will first be used for the purpose of paying the interest on and the principal of the Bonds whenever and to the extent that the moneys held for the credit of the Bond Service Subaccount (after any transfers thereto from the Rate Stabilization Account) shall be insufficient for such purpose and thereafter for the purpose of making deposits to the credit of the Redemption Subaccount in respect of such Bonds whenever and to the extent that withdrawals from the Enterprise Fund (including transfers from the Rate Stabilization Account) are insufficient for such purposes; provided, however, that moneys held for the credit of a separate subaccount in the Reserve Account shall be applied to the foregoing purposes and in the foregoing manner, but only for the benefit of the Series of Bonds for which such separate subaccount was established. Unless otherwise specified by a Series Resolution, if the moneys held in the Reserve Account exceed the Reserve Account Requirement, such excess is required to be withdrawn and deposited to the credit of the Enterprise Fund. The Bond Resolution permits the City to provide all or a portion of the Reserve Account Requirement by depositing in the Reserve Account (or any subaccount therein) a Reserve Account Insurance Policy or Reserve Account Letter of Credit, in lieu of any required deposits into, or in substitution for all or a portion of the amounts on deposit in, the Reserve Account (or the applicable subaccount therein). The entity providing such facility must, at the time of so providing, be of sufficient credit quality to enable debt backed by its facility to be rated in one of the two highest rating categories (without regard to any gradations within such categories) by either Fitch, Inc., Standard & Poor's Ratings Services or Moody's Investors Service, Inc. In the event that upon the occurrence of any deficiency in the Debt Service Account, the Reserve Account is then funded with one or more Reserve Account Insurance Policies and /or Reserve Account Letters of Credit, the City or the Bond Registrar, as applicable, shall, on the Interest Payment Date or principal payment date to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro -rata basis thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of such facilities and any corresponding reimbursement or other agreement governing such facilities; provided however, that if at the time of such deficiency the Reserve Account is only partially funded with one or more Reserve Account Insurance Policies and /or Reserve Account Letters of Credit, prior to drawing on such facilities or causing payments to be made thereunder, there shall first be applied any cash and securities on deposit in the Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the City or the Bond Registrar, as applicable, shall make up the balance of the deficiency by drawing on such facilities or causing payments to be made thereunder, as provided in this paragraph. Amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be applied as set forth in the Bond Resolution. Any 1 I PMB 423657.6 amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such facility, including with respect to the Existing Reserve Account Insurance Policy (defined below), the Reserve Account Policy Agreement. Existing Reserve Account Insurance Policy. There is currently on deposit to the credit of the Reserve Account a municipal bond debt service reserve insurance policy issued by Financial Guaranty Insurance Company ( "Financial Guaranty "), which constitutes a Reserve Account Insurance Policy (the "Existing Reserve Account Insurance Policy "). The Existing Reserve Account Insurance Policy is not limited to any Series of Bonds and will cover the Series 2011 Bonds upon issuance, together with the deposit from the proceeds of the Series 2011A Bonds. The Existing Reserve Account Insurance Policy unconditionally guarantees the payment of that portion of the principal of and interest on the Outstanding Bonds which has become due for payment, but shall be unpaid by reason of nonpayment by the City, provided that the aggregate amount paid under the Existing Reserve Account Insurance Policy may not exceed the maximum amount set forth in the Existing Reserve Account Insurance Policy, $3,572,212.50. The Existing Reserve Account Insurance Policy expires September 1, 2030. Financial Guaranty will make such payments to the Bond Registrar for the Bonds on the later of the date on which such principal and interest is due or on the business day next following the day on which Financial Guaranty shall have received telephonic or telegraphic notice subsequently confirmed in writing or written notice by registered or certified mail from the Bond q Y g Y g Registrar of the nonpayment of such amount by the City. The term "nonpayment" in respect of a Bond includes any payment of principal or interest made to an owner of a Bond which has been recovered from such owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final nonappealable order of a court having competent jurisdiction. The Existing Reserve Account Insurance Policy is non - cancellable and the premium is fully paid. The Existing Reserve Account Insurance Policy covers failure to pay principal of the Bonds (other than the Series 2009 Bonds) on their respective stated maturity dates, or dates on which the same shall have been called for mandatory sinking fund redemption, and not on any other date on which the Bonds may have been accelerated, and covers the failure to pay an installment of interest on the stated date for its payment. Generally, in connection with its issuance of a debt service reserve policy, such as the Existing Reserve Account Insurance Policy, Financial Guaranty requires, among other things, (i) that, so long as it has not failed to comply with its payment obligations under the debt service reserve policy, it be granted the power to exercise any remedies available at law or under the authorizing document other than (A) acceleration of the bonds or (B) remedies which would adversely affect holders in the event that the issuer fails to reimburse Financial Guaranty for any draws on the debt service reserve policy; and (ii) that any amendment or supplement to or other modification of the principal legal documents be subject to Financial Guaranty's consent. The specific rights, if any, granted to Financial Guaranty in connection with its issuance of the debt service reserve policy are set forth in the Bond Resolution included as Appendix D to this Official Statement. Upon delivery of the Series 2011 Bonds and upon deposit of $ of proceeds of the Series 2011A Bonds, together with $ provided for under the Existing Reserve Account Insurance Policy in the Reserve Account, the amount on deposit in the Reserve Account will be equal to the Reserve Account Requirement ($ ) for all Bonds then Outstanding (other than the Series 2009 Bonds which are neither included in computing the Reserve Account Requirement nor secured by the Reserve Account). 12 PMB 423657.6 For more information regarding the financial strength ratings and the risks relating to the Existing Reserve Account Insurance Policy, please refer to the investor information available on -line at Financial Guaranty's investor information website: http: / /www.fgic.com /investorrelations /. Rate Covenant The City has covenanted in the Bond Resolution that it will fix, charge and collect reasonable rates and charges for the use of the services and facilities furnished by the Stormwater Utility and that from time to time, and as often as it shall appear necessary, it will adjust such rates and charges by increasing or decreasing the same or any selected categories of rates and charges so that the Net Revenues (excluding from the computation of Current Expenses for any Fiscal Year any amount received from any source other than Revenues and applied to the payment of Current Expenses in such Fiscal Year) will be sufficient to provide an amount in each Fiscal Year at least equal to one hundred ten percent (110 %) of Principal and Interest Requirements on all Bonds for such Fiscal Year and 100% of all amounts required to be deposited to the Reserve Account (or paid to the provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit), Rate Stabilization Account and Subordinated Indebtedness Account for such Fiscal Year. If the City has covenanted to levy Special Assessments or Impact Fees against property to be benefited by any Improvements (which levy is done in accordance with State law), and if, in the case of Special Assessments, the City has pledged such Special Assessments to the payment of Bonds or portions thereof and if in the case of Impact Fees, such Impact Fees are legally available for application with respect to the payment of Bonds or portions thereof, then the Net Revenues in any Fiscal Year for purposes of the rate covenant shall be increased by the amount which the Consulting Engineers estimate will be received from the levy of said Special Assessments or Impact Fees, as the case may be, during such Fiscal Year, said amount to be the installment payments on the Special Assessments or Impact Fees, as the case may be, plus, in the case of Special Assessments, any interest payable on the unpaid portion of the Special Assessments during such Fiscal Year. If in any Fiscal Year the Net Revenues are less than the amount required under the preceding paragraphs, within 30 days of the receipt of the audit report for such Fiscal Year (which, under the Bond Resolution, may be the provisions of the City's Consolidated Audited Financial Report relating to the Stormwater Utility), the City is required to either cause the Chief Financial Officer, or employ a Rate Consultant, to review and analyze the financial status and operations of the Stormwater Utility, and to submit, within 60 days thereafter, a written report to the City recommending revisions of the rates, fees and charges of the Stormwater Utility and the methods of operation of the Stormwater Utility that will result in producing the amount so required in the following Fiscal Year. Promptly upon its receipt of such recommendations, the City is required to transmit copies thereof to the City Manager and Chief Financial Officer and to revise its rates, fees and charges, or alter its methods of operation and take such other action as will conform with such recommendations. If the City fails to comply with the recommendations of the Chief Financial Officer or Rate Consultant, as applicable, the registered owners of not less than 10% in principal amount of all Bonds then Outstanding may institute and prosecute an action or proceeding in any court or before any board or commission having jurisdiction to compel the City to comply with the recommendations and the requirements of the preceding paragraph. If the City complies with all recommendations of the Chief Financial Officer or Rate Consultant, as applicable, in respect to its rates, fees, charges and methods of operation, the failure of Net Revenues to meet the rate covenant described above will not constitute an Event of Default so long as the Revenues, together with available moneys in the Funds and Accounts created under the Bond Resolution, other than 13 PMB 423657.6 the Construction Fund and the Arbitrage Rebate Fund, are sufficient to pay in cash the Current Expenses and to pay the Principal and Interest Requirements on all Outstanding Bonds and other Utility Debt for such Fiscal Year. Additional Bonds Additional Bonds of the City may be issued under and secured by the Bond Resolution, on a parity as to the pledge of the Net Revenues of the Stormwater Utility with the Series 2011 Bonds, the Series 2009 Bonds and any Additional Bonds, Refunding Bonds, Alternative Parity Debt and Short-Term Indebtedness issued on a parity therewith and secured by the Bond Resolution and then Outstanding, subject to the conditions described below, from time to time, for the purpose of paying all or any part of the Cost of any Improvements and the funding of the Reserve Account and /or the Rate Stabilization Account. Before any Additional Bonds are permitted to be issued under the Bond Resolution, the Commission shall adopt a Series Resolution authorizing the issuance of such Additional Bonds and there shall be filed with the City, among other things, the following: (a) a certificate of the Chief Financial Officer, an Accountant or the Rate Consultant, demonstrating that either (i) the percentage derived by dividing the Net Revenues projected for the Stormwater Utility for the Fiscal Year following the Fiscal Year in which the Completion Date of the Improvements to be financed by the Additional Bonds then to be delivered is expected to occur, as certified by the Rate Consultant, adjusted as permitted below, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less then one hundred ten percent (110 %); or (ii) the percentage derived by dividing the Net Revenues for any period of twelve consecutive months selected by the City out of the eighteen months preceding the delivery of such certificate, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than 110% (the period during which Net Revenues are determined being referred to hereinafter as the "Measurement Period "); and (b) if the certificate described in (a)(i) above is being delivered, a certificate of the Rate Consultant setting forth the projected Net Revenues for the Fiscal Year following the Fiscal Year in which the Completion Date of the Improvements to be financed by the Additional Bonds then to be delivered is expected to occur; and (c) a certificate of the Chief Financial Officer to the effect that no event of default under the Bond Resolution and no event which with the passage of time, the giving of notice or both would become an event of default, has occurred within the twelve consecutive calendar months prior to the date of such certificate and is continuing, or, if any such event or events has occurred and is continuing, that the issuance of such Series of Additional Bonds will cure the same. In determining whether to execute and deliver the certificate mentioned in paragraph (a) above, the following adjustments to Net Revenues may be made: (1) If the City, prior to the issuance of the proposed Additional Bonds, shall have increased the rates, fees, rentals or other charges for the services of the Stormwater Utility, the Net Revenues for the Measurement Period shall be adjusted to show the Net Revenues which would have been derived from the 14 PMB 423657.6 Stormwater Utility in such Measurement Period as if such increased rates, fees, rentals or other charges for the services of the Stormwater Utility had been in effect during all of such Measurement Period. (2) If the City shall have acquired or has contracted to acquire any privately or publicly owned existing stormwater management utility system, then the Net Revenues derived from the Stormwater Utility during the Measurement Period shall be increased by addition to the Net Revenues for the Measurement Period of the Net Revenues which would have been derived from said existing stormwater management utility system as if such existing stormwater management utility system had been a part of the Stormwater Utility during the Measurement Period. For the purposes of this paragraph, the Net Revenues derived from said existing stormwater management utility system during the Measurement Period shall be adjusted by deducting the cost of operation and maintenance of said existing stormwater management utility system from the gross revenues of said existing stormwater management utility system stem in the same manner provided in the Bond Resolution for the determination of Net Revenues. (3) If the City, in connection with the issuance of Additional Bonds, shall enter into a contract (with a duration not less than the final maturity of such Additional Bonds) with any public or private entity whereby the City agrees to furnish services in connection with any stormwater management utility system then the Net Revenues of the Stormwater Utility during the Measurement Period shall be increased by the least amount which said public or private entity shall guarantee to pay in any one year for the furnishing of said services by the City, after deducting therefrom the proportion of operating expenses and repair, renewal and replacement cost attributable in such year to such services. Such payments shall be deemed to be Net Revenues of the Stormwater Utility and pledged for the Bonds in the same manner as other Net Revenues of the Stormwater Utility. (4) If the City has covenanted to levy Special Assessments or Impact Fees against property to be benefited by any Improvements (which levy must be done in accordance with State law), and if, in the case of Special Assessments, the City has pledged or pledges such Special Assessments to the payment of Bonds or portions thereof and if, in the case of Impact Fees, such Impact Fees are legally available for application with respect to Bonds or portions thereof, then solely for purposes of clauses (a) and (b) above the Net Revenues during the Measurement Period shall be increased by the amount which the Consulting Engineers estimate will be received from the levy of said Special Assessments or Impact Fees, as the case may be, during any Fiscal Year occurring within three years of the date of the sale of such Additional Bonds, said amount to be the installment payments on the Special Assessments or Impact Fees, as the case may be, plus, in the case of Special Assessments, any interest payable on the unpaid portion of the Special Assessments during such Fiscal Year. The Series 2011A Bonds are being issued as Additional Bonds. Refunding Bonds Under the provisions of the Bond Resolution, Refunding Bonds of the City may be issued under and secured by the Bond Resolution, on a parity with the Series 2011 Bonds, and any Additional Bonds, Refunding Bonds, Alternative Parity Debt and Short-Term Indebtedness issued on a parity therewith, for the purpose of refunding all or any portion of the Outstanding Bonds of any one or more Series, funding the Reserve Account and /or the Rate Stabilization Account and paying any expenses in connection with such refunding; provided that, before such Refunding Bonds are permitted to be issued, there shall be filed with the City Clerk, among other things, either (i) a certificate of the Chief Financial Officer that the issuance of the Refunding Bonds will result in a decrease in total Principal and Interest Requirements for all Bonds outstanding, or (ii) the certificates required by (a), (b) and (c) under the caption "Additional Bonds" above; provided, however, that with respect to the certificates required by (a)(ii) and (b), the 15 PMB 423657.6 projected Net Revenues shall be computed for the Fiscal Year immediately following the issuance of the Refunding Bonds. The Series 2011B Bonds are being issued as Refunding Bonds. Other Indebtedness The City may also issue other types of indebtedness as provided in the Bond Resolution, including certain Short-Term Indebtedness and Alternative Parity Debt on a parity with the Series 2011 Bonds. Such Short-Term Indebtedness may be issued without meeting any parity test. For a description of such other types of indebtedness and the tests applicable to the issuance thereof, see Appendix D hereto (Sections 211 and 212 of the Bond Resolution). The City intends to issue Additional Bonds in accordance with its Capital Improvement Program. See "THE STORMWATER UTILITY" in this Official Statement. THE STORMWATER UTILITY The following is intended to provide only a summary description of the Stormwater Utility. For a more detailed description, see the report of Camp Dresser & McKee Inc. annexed hereto as Appendix B. General The City is a highly urbanized coastal community located in southeast Florida and is a major economic resource to the region. Bounded by the Atlantic Ocean and the environmentally sensitive Biscayne Bay Aquatic Preserve, which is also an Outstanding Florida Water (OFW), the existing stormwater system covers approximately 4,200 acres. The area has relatively low -lying topography that is intersected by intracoastal waterways, and it has a subtropical climate with high intensity rainfall, significant tidal influence, limited soil storage for infiltration, high amounts of impervious area, and limited available surface storage. These factors all contribute to historical and potential future severe rainfall and tidal flooding. The City installed the current stormwater collection and disposal system beginning in the early 1940s. The infrastructure consisted of a network of catch basins, conveyance piping, and positive outfalls that discharge stormwater into the surrounding waterways. The installation of the Stormwater Utility paralleled development of the City and was focused initially in the South Beach and Mid -Beach areas. In addition to the City's drainage network, the Florida Department of Transportation has installed several independent drainage systems within the City. On June 18, 1991, through the adoption of Ordinance 91 -66, the Board of County Commissioners of Miami -Dade County established a county -wide stormwater utility. On September 2, 1992, the City adopted Resolution No. 92- 20579, which authorized the execution of an Interlocal Agreement with the County. The Interlocal Agreement formalized the relationship between the County and the City and established responsibilities for the planning, control, operation, construction, maintenance, repair, and enhancement of stormwater systems within the limits of the City. In March 1996, the City, through Commission Resolution 96- 21923, notified the County of its desire to be excluded from the County stormwater utility and through the adoption of Ordinance No. 96 -3051, on September 11, 1996, established an independent Stormwater Utility for the City. Currently, the City owns the Stormwater Utility within its geographical boundary, which covers an area of approximately 4,200 acres, including a number of discrete islands located in Biscyane Bay. The stormwater infrastructure in place includes approximately 4,200 stormwater inlets, 6,100 conduits 16 PMB 423657.6 (gravity pipes and force mains), 2,200 manholes, 14 pumping stations and 340 stormwater outfalls. The Stormwater Utility is responsible for protecting the waterways from pollution and removal of stormwater from the roadways. The Stormwater Utility manages and controls the amount of runoff that is discharged in the stormwater system. It is also responsible for maintaining the stormwater conveyance system, relieving flooding conditions, and complying with National Pollutant Discharge System ( "NPDES ") permit requirements. The City exercises exclusive jurisdiction, control and supervision over the Stormwater Utility. The Commission has the legal authority to fix, charge and collect from its customers, rates, fees, and charges, and to acquire, construct, finance and operate the Stormwater Utility, without supervision or regulation by any other commission, board, bureau, agency or other political subdivision of the County or State (provided, however, that environmental impacts are regulated as described herein under "THE STORMWATER UTILITY - Governmental Regulation "). The Public Works Department The Public Works Department is responsible for the operation and maintenance of the facilities of the stormwater system. Fred H. Beckmann is the Public Works Director reporting to the Assistant City Manager, Duncan Ballantyne, and is assisted by one Assistant Public Works Director. The Infrastructure Director is responsible for the daily operations of the stormwater system. The Infrastructure Director oversees six divisions, Water Maintenance and Construction, Water Meter Maintenance, Sewer Maintenance and Construction, Pump Station Maintenance, Stormwater, and Warehouse. Other Public Works Department Divisions include Engineering, Environmental, Streets and Street Lights, Geographic Information Systems (GIS), and Administration. The Public Works Department is supported by other departments within the City. The City Manager's office provides managerial and administrative guidance. The Finance Department performs the utility billing function. The Procurement Department performs several functions: handles requests for payment of invoices received by Public Works; advertisement and award of all construction contracts; handles all requests for proposals for engineering consultant contracts; facilitates purchases of required equipment. The Office of Budget and Performance Improvements (OBPI) approves all spending requests and allocates funding for all water, wastewater and stormwater operations. The Parks Department handles green space restoration. Fleet Maintenance and Property Management perform vehicle fleet maintenance and building maintenance, respectively. The Human Resources Department handles all personnel functions. The Capital Improvement Project Office provides planning, design review, fiscal and construction management services of City capital projects. The following table identifies those management officials of the City who are responsible for the operation of the Stormwater Utility: 17 PMB 423657.6 Name Title Experience Jorge M. Gonzalez City Manager Jorge M. Gonzalez was selected on June 7, 2000 to serve as the City Manager of the City and began serving the City on August 21, 2000. Prior to his appointment as the City Manager, Mr. Gonzalez served as Senior Assistant Chief Administrative Officer in Montgomery County, Maryland. From 1995 -1999, he served as an Assistant County Manager in Arlington County, Virginia. Prior to that post, he served as the Assistant Director of Administration for the Center for the Fine Arts in Miami -Dade County and as the Management Consultant for the Audit and Management Services Department in Miami -Dade County. Mr. Gonzalez received both his Bachelor of Arts degree in Politics and Public Affairs and his Masters degree in Public Administration from the University of Miami. Patricia D. Walker Chief Financial Appointed Chief Financial Officer for the City of Miami Officer Beach in March 1997; Director of Airports, Broward County, Florida, 1994 -1997; Director, Broward County Aviation Department 1991 -1997, Dade County Aviation Department, 1978 -1990, Price Waterhouse & Co., 1973- 1978. Education: Florida State University, B.S. Accounting; Florida International University, a M.S.M. g Accounting. Certification: Certified Public Accountant, Florida 1974. Duncan R. Ballantyne Assistant City Mr. Ballantyne was selected and began serving the City Manager of Miami Beach as an Assistant County Manager on February 28, 2011. Prior to his appointment as Assistant County Manager, Mr. Ballantyne served as County Manager, Carteret County, North Carolina from 2010 -2011. From 2005 -2009, he served as County Administrator in Martin County, Florida. From 1996- 2005, he served as City Manager in Concord, New Hampshire. Prior to that post, Mr. Ballantyne served as City Manager for the City of Bath, Maine, from 1990- 1996. He served as Assistant City Manager in Grand Rapids, Michigan from 1985 -1990 and also served as Assistant to the City Manager /Analyst in Charlotte, North Carolina from 1977 -1985. Mr. Ballantyne received both his Bachelor of Arts in Political Science and his Masters degree in Public Administration from the University of Cincinnati. Fred H. Beckmann Public Works Mr. Beckmann was selected in June 2001 to serve as the Director Director of Public Works. He has over 35 years of experience in the planning, design, construction, maintenance and operations of facilities and public works infrastructure. Prior to joining Miami Beach, Mr. 18 PMB 423657,6 Beckmann was a Captain in the U.S. Navy Civil Engineer Corps serving in executive operational construction and public works positions. Mr. Beckmann holds a masters degree and a bachelors degree in Civil Engineering form the University of Washington and the University of California at Los Angeles (UCLA), respectively. He is a registered professional engineer in Florida and California. Description of the Existing Stormwater Utility The Stormwater Utility is responsible for protecting the waterways from pollution and flood protection or the removal of stormwater from the roadways. The Stormwater Utility meets its flood protection objectives through three methods: filling land and constructing new buildings and improvements at elevations above the anticipated flood elevation; lowering the water table through the construction of canals; and the construction of storm sewers and other stormwater collection and conveyance systems to remove stormwater from the land surface and discharge into the surrounding waterways or into the groundwater. The filling or elevating of land prior to the improvement of property is accomplished by maintaining building codes that require all new construction to be completed with a finished floor elevation above the 100 -year flood stage elevation. A canal network is also utilized as part of the City's stormwater management program. The canals are constructed along natural drainage features and connect salt water bodies at the same elevation. Continuous concrete bulkheads (sea - walls) were used in the construction process to reduce erosion of soil of the adjacent filled lands. Water movement through these canals is accomplished by tidal flushing action only. The Collins Canal connects the southern end of Indian Creek Waterway with Biscayne Bay at Belle Island. Stormwater runoff enters this canal from Dade Boulevard to the north and from various street -ends to the south. The canals are designed in conjunction with the storm sewer system and reportedly were sized to handle a 25 -year storm having a 24 -hour duration. The third method of stormwater management is through the use of storm sewers and other stormwater collection and conveyance devices. Storm sewers serve to collect and dispose of excess water after a rainfall event through containment and /or rapid disposal by positive gravity- driven outlets. Storm sewers are comprised of a complex system of collection devices (typically catch basins), pipes, and outfalls that collect, convey and discharge stormwater runoff directly into surface water bodies. The Capita! Improvement Program The 1997 Stormwater Master Plan identified 34 drainage basins as high priority basins. Improvements are grouped together and reclassified by the neighborhood or general community. The purpose of these improvements is to provide a higher level of service ( "LOS ") defined by flood protection and control of pollutant loading in the stormwater system. The improvements will consist of one or a combination of the following: • Repair, replace, or install curb and gutter • Pavement re- grading 19 PMB 423657.6 • Repair, replace, or install collection systems (catch basins, manholes, storage facilities, pumping stations, and pipes) ■ Repair or upgrade existing outfalls (inclusive of tidal backflow prevention devices) • Install exfiltration trenches, gravity or pressurized recharge wells The Capital Improvement projects listed below are a combination of active projects pre - defined by the 1997 Stormwater Master Plan (the "1997 SWMP "), project - specific Basis of Design Reports, and projects identified as part of the 2011 Stormwater Master Plan (the "2011 SWMP "). In most instances, the stormwater improvements were coordinated with the components of the City's Neighborhood Right - of -Way projects, which included improvements to other neighborhood utilities such as water, sewer, streetscape and street lighting. The listed projects are identified for funding under the Series 2011 Bonds. The listed projects are scheduled for completion of design and construction within the next five years and will provide comprehensive solutions for improving the City's stormwater management system performance for the next 50 years. Appropriate consideration has been given to water quality of the Biscayne Bay, and Operation and Maintenance (O &M) of an expanded system. The presented capital improvements allow the City's stormwater systems to meet the increasing performance, permitting and regulatory demands while modernizing the existing system to meet the level of service mandated for the City of Miami Beach. Citywide Stormwater Master Plan Project Description- The 2011 SWMP is intended to be a guide for improving the City's stormwater management system performance for the next 50 years. The SWMP will provide a preliminary schedule of prioritized capital improvements necessary to allow the City's stormwater systems to meet the increasing performance and regulatory demands and modernize existing systems while maintaining the high level of service expected in a modern urban environment. Cost Allocated to Series 2011A Bonds: $600,000 Nautilus Neighborhood Improvements Project Description- The 1997 Stormwater Master Plan identified capital improvements for the Nautilus Neighborhood. The CIP for the Nautilus neighborhood has been constructed. The completed construction project was based off the 1997 Stormwater Master Plan Recommendations calling for approximately 8,600 linear feet of pipe and 149 recharge wells. Cost Allocated to Series 2011A Bonds: $167,220 Normandy Isle Neighborhood Improvements Project Description- The 2011 SWMP identified capital improvements for the Normandy Isle Neighborhood. Stormwater upgrades were completed recently, but do not cover the full capital cost for improvements identified in the 2011 SWMP. The constructed improvements meet current regulatory and permitting requirements while providing an improvement in the level LOS for flood protection and control of pollutant loading in the stormwater system. Additional improvements, as identified in the 2011 SWMP are under review by the City in preparation for approval by the City Commission. Additional capital improvements will be needed by a future funding source upon acceptance of the 2011 SWMP to meet the full stormwater LOS. The full extent of capital improvements required is as follows: 20 PMB 423657.6 Approximately 130 recharge wells; 20 first flush inlets and 80 curb inlets along with improvements to the curb and gutter and sidewalk systems. Upgrades of 36- to 48 -inch diameter pipes and installation of 3- x 5 -ft and 4- x 6 -ft box culverts; 11 backflow preventers; four pump stations (20 to 70 cfs in capacity) to single diameter upsized outfalls to the Biscayne Bay. Outfall upgrades include 18- to 54 -inch diameter pipes and 900 feet of force main. The pump stations are required due to the low lying areas and are not specifically required to address the head loss requirements associated with the backflow preventers. Cost Allocated to Series 2011A Bonds: $198,006 Normandy Shores Neighborhood Improvements Project Description- The 1997 Stormwater Master Plan identified capital improvements for the Normandy Shores Neighborhood. The CIP for the Normandy Shores neighborhood has been constructed. The completed construction was based off the 1997 Stormwater Master Plan Recommendations calling for approximately 12,900 linear feet of pipe and 82 recharge wells. Cost Allocated to Series 2011A Bonds: $2,066,698 Seawall - Lincoln Road Streetend West Project Description- In 2003, the City performed a Preliminary Inspection Report on Seawall and Outfall Conditions (Coastal Planning & Engineering, 2003). The Lincoln Road Streetend West was listed as one of the top ranked damaged seawalls. The 2003 report recommends repairs including sealing of cracks and construction of a concrete seawall cap to stop further tilting of the seawall. Cost Allocated to Series 2011A Bonds: $173,000 Drainage Improvements - 44th St. & Royal Palm Project Description- The design for the project area consists of a new stormwater collection and conveyance system including a 48 -inch diameter outfall replacing an existing 15 -inch diameter outfall. Cost Allocated to Series 2011A Bonds: $650,000 Belle Isle Outfall Pipe Replacement Project Description- The CIP components include three pumped recharge wells and the expansion of stormwater outfalls to Biscayne Bay. Construction of the project is complete. Cost Allocated to Series 2011A Bonds: $511,238 Oceanfront Neighborhood Improvements Project Description- The 1997 Stormwater Master Plan identified capital improvements for the Oceanfront Neighborhood. The CIP for the Oceanfront neighborhood is under construction. The completed design was based off the 1997 Stormwater Master Plan Recommendations calling for approximately 10,500 linear feet of pipe and 103 recharge wells. Cost Allocated to Series 2011A Bonds: $383,246 21 PMB 423657.6 Right -of -Way (ROW) Improvements on Prairie Avenue Project Description- The CIP stormwater components include the construction of swales and other water quality components. The project is currently scheduled for advertisement for construction. Cost Allocated to Series 2011A Bonds: $377,000 Star Island ROW Project Description- In 2002, the City developed a Neighborhood No. 13 Basis of Design Report (EDAW, 2002) which included ROW improvements for Star Island. The Basis of Design Report defines the stormwater- related components of this ROW project as swale regrading, 7,600 linear feet of concrete curbing and approximately 72,000 square feet of roadway resurfacing to address localized flooding. Cost Allocated to Series 2011A Bonds: $ 803,000 Biscayne Point Project Description- The 1997 Stormwater Master Plan identified capital improvements for Biscayne Point. The CIP for Biscayne Point is under construction. The completed design was based off the 1997 Stormwater Master Plan Recommendations calling for approximately 1,200 linear feet of pipe and 19 recharge wells. Cost Allocated to Series 2011A Bonds: $6,591,259 Bayshore BP -8B /Lower No. Bay Road Project Description- The 1997 Stormwater Master Plan identified capital improvements for this project. The proposed improvements consist of a pressurized recharge well system (i.e., baffle box, pump station, two wells per pump station, and a passive by -pass structure). The drainage systems include new baffle boxes which are connected upstream to the two newly designed pressurized recharge well systems. The baffle box is designed to provide at least 90 seconds of detention prior to discharge into the Class V wells. An overflow weir set at elevation 2.5 -feet (Bay Datum) allows high flows to bypass the wells and continue to the original outfalls. Tideflex valves as backflow preventers are also included as a design component at each of the four outfalls. From approximately West 29th Street northward, a series of existing and proposed inlets /pipes convey runoff to an existing outfall along West 29th Street. The project was recently awarded for construction. Cost Allocated to Series 2011A Bonds: $ 3,515,281 Bayshore BP -8A / Central Project Description- The 1997 Stormwater Master Plan identified capital improvements for this project. The CIP stormwater components include the construction of swales and other water quality components. The project was recently awarded for construction. Cost Allocated to Series 2011A Bonds: $ 9,856,605 22 PMB 423657.6 Bayshore BP -8C /Lake Pancoast Project Description- The 1997 Stormwater Master Plan identified capital improvements for this project. The final design solution includes 125 feet of exfiltration trench in combination with a pumped (pressurized) recharge well system located at 24th Street and Flamingo Drive. An additional 100 feet of exfiltration trench is proposed at the intersection of Dade Boulevard and Flamingo Place. The project was recently awarded for construction. Cost Allocated to Series 2011A Bonds: $ 1,599,060 Venetian Islands - San Marino Di Lido & Rivo Alto Islands BP -13C Project Description- The ROW improvement project for the Venetian Islands is in the permitting stage. The design consultant presents drainage improvements through swale reconfiguration; roadway re- grading toward existing storm water inlets; and spot reconstruction of existing structures previously coordinated with the project manager for the Miami -Dade County Venetian Causeway Project. The County's project was to be designed to intercept most of the stormwater runoff that presently flows into the side streets and causes flooding conditions in the immediate areas. The City's retained Engineer of Record for this neighborhood improvement project is responsible for verifying that the City - defined redesign plans will work in conjunction with the County's plans. The basis of design report (Schwebke - Shiskin & Associates, 2010) indicates that improvements include exfiltration trenches, control structures and rehabilitation of the existing outfalls for the San Marino, Dilido, and Rivo Alto Islands. Cost Allocated to Series 2011A Bonds: $ 2,016,120 Sunset Islands 1 & 2 ROW BP -8E Project Description- The design of the Sunset Islands No. 1 and 2 stormwater improvements (Chen Moore & Associates, 2011) consists of a new collection and conveyance system with curb inlets and 18 -inch diameter pipes. Flow and pollution abatement is provided by 15 exfiltration trenches (five on Island No. 1, ten on Island No. 2). The design proposes maintenance and identically sized replacements for existing damaged outfalls. Cost Allocated to Series 201 IA Bonds: $ 1,924,652 Drainage Improvements - North Bay Road & 56th Street Project Description- This project is to be performed in coordination with the LaGorce ROW project discussed below. Cost Allocated to Series 2011A Bonds: $ 187,292 Sunset Harbor Pump Station Upgrades Project Description- The location is serviced by existing gravity lines that convey stormwater to two pressurized recharge wells with bypass structures to existing outfalls. Two gravity recharge wells are also operational. The two pressurized (pumped) recharge wells are located at the northern and southern ends of Maurice Gibb Memorial Park. The northern Gibb Park outfall has a tide -flex valve installed for back flow prevention. The two gravity recharge wells are located west of the intersection of 20th Street 23 PMB 423657.6 and West Avenue. While the project is under preliminary design, recommendations from the consultant include additional capacity at the pressurized recharge wells, and replacement of the gravity recharge wells with a pressurized recharge well system along 20th Street. Cost Allocated to Series 2011A Bonds: $ 520,000 LaGorce ROW Project Description- The 1997 Stormwater Master Plan identified capital improvements for LaGorce ROW. The CIP for LaGorce ROW is in the permitting process. The permitted design was based off the 1997 Stormwater Master Plan Recommendations calling for approximately 681 linear feet of pipe and 21 recharge wells. Cost Allocated to Series 2011A Bonds: $5,877,488 Drainage Hot Spots (4400 Middle N. Bay Road) Project Description- The 2011 SWMP presented a map of stormwater flood prone areas including information on areas where numerous service work orders have been issued. This project includes the construction, replacement and repair of existing stormwater lines, inclusive of stormwater system improvements near the 4400 block of North Bay Road. Cost Allocated to Series 2011A Bonds: $ 1,300,000 48" Outfall at Easement 4180 -4200 Chase Project Description- The CIP project includes the construction of approximately eight recharge wells in combination with the expansion of the existing 36 -inch diameter outfall to 48- inches to meet LOS. The project is currently being permitted. Cost Allocated to Series 201 IA Bonds: $ 198,962 Sunset Islands 3 & 4 ROW BP -8D Project Description- The 2011 SWMP identified capital improvements for Sunset Islands 3 & 4. The CIP for Sunset Islands 3 & 4 is under design. No improvements were identified in the 1997 Stormwater Master Plan. The full extent of capital improvements required is as follows: Approximately 19 recharge wells; approximately four first flush inlets and 13 curb inlets with improvements to the curb and gutter and sidewalk systems; approximately 600 linear feet of 3- x 5 -feet box culvert, and outfall upgrades of 15- to 18 -inch diameter pipe. Cost Allocated to Series 2011A Bonds: $2,736,983 Palm & Hibiscus Islands Project Description- The 1997 Stormwater Master Plan identified capital improvements for Palm and Hibiscus Islands. The CIP for Palm and Hibiscus Islands is in the preliminary design process. The basis of design was based off the 1997 Stormwater Master Plan Recommendations calling for approximately 8,027 linear feet of pipe and 52 recharge wells. Cost Allocated to Series 2011A Bonds: $5,853,398 24 PMB 423657.6 Flamingo BP10A/ Flamingo BP10C /Bay Road Pump Station Outfall/West Avenue (Combined Regional South Beach Solution) Project Description- The 2011 SWMP identified capital improvements for these project areas as one combined regional solution. The CIP is under currently conceptual design. Funds allocated under the Series 2011A Bonds include fees for engineering and design services only. Future funding is required for these projects to be constructed. The City has identified approximately $44M in additional funding requirements for construction. These funds are anticipated to be part of the City's next scheduled stormwater bond issue, estimated within the next five years. Additional recommendations are included in the 2011 SWMP, which include alternatives providing expanded flood protection LOS for these project areas. Additional funding beyond the $44M in construction costs identified by the City will be required based on the final accepted recommendation by the City. This additional funding requirement varies from approximately $15M -$35M depending on the alternative. The 2011 SWMP is currently under review by the City. Approval is required by the Commission prior to construction of the solutions. The extent of capital improvements required is as follows: A combination of 15 first flush inlets curb inlets with improvements to the curb and gutter and sidewalk systems; treatment devices, 46 recharge wells, exfiltration storage, 21,200 linear feet of upsized gravity pipes; 13 pump stations and a minimum of 15.5 acre -feet of storage facilities. Cost Allocated to Series 2011A Bonds: $2,103,464 The total cost of the Stormwater Utility projects included within the Capital Improvement Program through FY 2014 is $101,600,000. Of that amount, approximately $50,200,000 are expected to be funded from proceeds of the Series 2011A Bonds. The remainder of these costs, approximately $51,400,000, designated for Stormwater Utility projects, is expected to be funded by Additional Bonds to be issued within the next five years. 25 PMB 423657.6 CITY OF MIAMI BEACH, FLORIDA STORMWATER UTILITY CAPITAL IMPROVEMENT PROGRAM AND FUNDING FY2010 -2014 Improvement FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 Total Citywide Stormwater Master Plan $ 600,000 $ 600,000 Nautilus Neighborhood Improvements 167,220 167,220 Normandy Isle Neighborhood Improvements 198,006 198,006 Normandy Shores Neighborhood Improvement 2,066,698 2,066,698 Seawall- Lincoln Road Streetend W 173,000 173,000 Drainage Improv W 44 St & Royal Palm $61,250 588,750 650,000 Belle Isle Outfall Pipes Replacement 781 510,457 511,238 Oceanfront Neighborhood Improvements 383,246 383,246 ROW Improvements on Prairie Avenue 377,000 377,000 Star Island Enhancements 803,000 803,000 Biscayne Point Neighborhood Improvements 6,591,259 6,591,259 Bayshore Neighborhood - Bid Pack B 3,515,281 3,515,281 Bayshore Neighborhood - Bid Pack A 9,856,605 9,856,605 Bayshore Neighborhood - Bid Pack C 1,599,060 1,599,060 Venetian Neigh - Venetian Islands 2,016,120 2,016, 120 Bayshore Neigh Sunset Isl 1 & 2 BPE 30,160 1,894,492 1,924,652 Drainage Improv- North Bay & 56 St 187,292 187,292 Sunset Harbor Pump Station Upgrades 520,000 520,000 LaGorce Neighborhood Improvements 5,877,488 5,877,488 Drainage Hot Spots 1,159,373 1,159,373 4400 Middle North Bay Road 140,627 140,627 48" Outfall at Easement 4180 -4200 Chase 198,962 198,962 Bayshore Neighborhood - Bid Pack D 2,736,983 2,736,983 Palm & Hibiscus Island Enhancement 5,853,398 5,853,398 Bay Road Pump Station Outfall 318,000 318,000 Flamingo Neighborhood - Bid Pack A 428,774 428,774 Flamingo Neighborhood - Bid Pack C 702,365 702,365 West Avenue /Bay Road Improvements 654,325 654,325 Total Improvements $92,191 $50,117,781 $50,209,972 Source of Funding Series 201 1 A Bonds $92,191 $50,117,781 $50,209,972 Proceeds and Investment Earnings Cash Reserves / Current Revenues Total Funding $92,191 $50,117,781 $50,209,972 Source: City of Miami Beach, Florida 26 PMB 423657.6 Governmental Regulation The Stormwater Utility is subject to federal, state and local regulation. Federal. U.S. Environmental Protection Agency ( "EPA "). The EPA was mandated by the U.S. Congress through Section 405 of the Water Quality Act of 1987 to promulgate an NPDES permitting program for municipal stormwater discharges. As it has done with many states, the EPA has delegated the NPDES permitting authority to FDEP. Federal Emergency Management Agency ("FEMA'). FEMA's mission is to support citizens and first responders to ensure that as a nation we work together to build, sustain, and improve our capability to prepare for, protect against, respond to, recover from, and mitigate all hazards. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, PL 100- 707, signed into law November 23, 1988; amended the Disaster Relief Act of 1974, PL 93 -288. This act constitutes the statutory authority for most federal disaster response activities. FEMA regulates riverine (stormwater) and coastal (tidal) floodplains and floodways under the National Flood Insurance Program (NFIP). Camp Dresser & McKee Inc. used tools developed by FEMA to identify and quantify flood risks, including FISs, FIRMs, and the HAZUS tool coupled with the models of the City's primary stormwater management system to estimate structural and economic damage costs from the 2- through 100 -year design storm events. The coordination with FEMA allows for the support of flood map revisions and communication of economic impacts in a manner recognized by the Federal government for cost - benefit comparisons. United States Army Corps of Engineers ( "USACE'). The USACE is the primary federal agency that develops guidance parameters for civil infrastructure design consideration for projects impacting environmentally sensitive water and Outstanding Florida Water (OFW), like Biscayne Bay. A nationwide permit from the USACE is required when up to one -half acre of waters of the United States (e.g. Biscayne Bay or its tributary canals) are impacted, provided that original grades are restored to the site after completion of construction. Under the USACE's nationwide permit program a pre - construction notification submittal is required. The Regional Conditions and General Condition for the nationwide permit require that the pre - construction notification include the following information: • A map of the entire corridor including a delineation of all wetlands and waters of the United States within the corridor. • An alternative analysis which addresses the selection of an alignment which avoids and minimizes wetland impacts to the maximum extent practicable. • For all submerged utility lines across navigable waters of the United States, a location map and cross - sectional view showing the utility line crossing from bank to bank is required. In addition, the location and depth of the Federal Project Channel shall be shown in relation to the proposed utility line. In general, all utility lines shall be buried at least 6 feet below the authorized bottom depth of the Federal project channel and at least 3 feet below the bottom depth in all subaqueous areas. 27 PMB 423657.6 • A delineation of affected special aquatic sites, including wetlands, vegetated shallows (e.g., submerged aquatic vegetation, seagrass beds). This work must be conducted between April 1 through September 30 due to the growth season of aquatic vegetation. In general, permitting coordination with USACE is required when modifications to stormwater outfalls or seawalls result in impacts to OFW, as previously discussed. More localized impacts are permitted at the State and local level. State. Florida Department of Environmental Protection ( "FDEP "). FDEP regulates environmental programs in the State of Florida and has been delegated for NPDES MS4 permit authority; therefore, it is responsible for implementing the stormwater element of the federal NPDES as part of the Public Works Department's Wastewater Facility and Activities Permitting program. The stormwater element of the NPDES program is mandated by the Clean Water Act (CWA) Section 402(p). Authorized by Section 403.0885, Florida Statutes (F.S.), the Public Works Department's federally approved NPDES stormwater program is set out in various provisions within Chapters 62 -4, 62 -620, 62 -621 and 62 -624 of the Florida Administrative Code (F.A.C.). Chapter 62 -624, F.A.C. specifically addresses MS4s permit requirements. The City is one of the 33 entities authorized for stormwater discharge under the comprehensive Miami -Dade County NPDES MS4 permit (Permit Number FLS000003 -003). The City is authorized to discharge to waters of the state per the approved Stormwater Management Programs ( "SWMPs "), effluent limitations, monitoring requirements, and other provisions as set forth in this permit. The City has actively been fulfilling the requirements of the permit related to their existing outfalls. These efforts are documented in annual reports submitted by the City to the FDEP. FDEP also regulates underground injection control permits for wells (gravity recharge wells and pumped injection wells). The current NPDES permit expires in South Florida Water Management District ( "SFWMD'). The SFWMD has responsibilities for stormwater management under F.A.C. Chapters 40E -4, 40E -40 and 40E -400 through issuance of an Environmental Resource Permit (ERP). SFWMD also regulates the surface water under F.A.C. Chapters 40E -40 and 40E -41. In addition, its responsibilities include regulation of dredge and fill activities. Since SFWMD has jurisdiction, their criteria and standards will be used as guidelines for conceptual planning of both water quality and quantity improvements. These guidelines are provided in the South Florida Water Management District ERP Information Manual Volume IV (2010). Local. For any stormwater project the City undertakes, there may be as many as 4 permits required. The permitting process begins with Miami -Dade County Department of Environmental Resources Management ( "DERM "). Any modifications to the existing system (with some exception) require an Environmental Resource Permit ( "ERP ") to be issued from DERM. Additionally, if the stormwater improvements are connected to a positive outfall (a pipe that discharges water into a navigable surface water body) DERM must also issue a Class II Permit. The Class II Permit is issued from the same permit application package and requires a higher level of review on water quality issues and a permit fee based on a percentage of construction cost. If the proposed improvements contain drainage wells as a method for stormwater disposal or treatment, the plans and calculations must also be submitted to the FDEP in West Palm Beach. The plans are reviewed by the Underground Injection Control ( "UIC ") Division to 28 PMB 423657.6 evaluate the project's impact on groundwater quality. Finally, if the plans are approved, the drilling contractor must apply for a Well Construction Permit from the South Florida Water Management District. [Status of Well Permits? Status of Project Permits ?] Rates, Fees and Charges The Stormwater Utility's current rate is $9.06 per month per Equivalent Residential Unit ( "ERU "). The ERU is the estimated average horizontal impervious area of residential developed property per dwelling unit. This estimated average is calculated by dividing the total estimated impervious area of four residential categories (single family, mobile home, multi- family and condominium) by the estimated total number of dwelling units. For the City, one ERU is equal to 791 square feet. For the purpose of the Stormwater Utility, the minimum number of ERUs per dwelling unit is one. The City had maintained a steady Equivalent Residential Unit (ERU) rate from 2003 to 2008 of Y q ( ) $5.80 per month. In recent years the City has been facing significant increases in expenditures for construction of projects, as well as operation and maintenance of the current infrastructure. As a result, in 2008, the Consulting Engineers provided recommendations to support proper funding and debt service to expand, operate and maintain the system, through a series of utility rate adjustments, which resulted in the current ERU rate of $9.06 per month. The fee is structured as a flat rate for all residential customers. The City has a policy of operating the Rate Stabilization Account to transfer into operations annually sufficient amounts to generate debt service coverage of at least 120 percent, and to subsequently transfer out from operations to such account any excess amounts not required to meet annual cash needs. Billing and Collection A Stormwater Utility fee is assessed against each property in the City based on existing City utility accounts, application for service, and Miami -Dade County Tax Assessor property information or other ownership records. Each account is assigned a number of ERUs that are used to determine the Stormwater Utility fee. To receive water, sewer, and stormwater services from the City, property owners fill out an Application for Water Service at the City's Finance Department and pay a deposit according to an established schedule. The Finance Department is responsible for preparing and issuing one itemized bill for water, sewer, stormwater, and garbage disposal (except for commercial accounts) services provided by the City. Those services are billed on a monthly basis. Stormwater Utility fees for properties within the City that meet one of the following criteria may be reduced by 50 percent: 1. The property is subject to a valid NPDES permit. 2. The property is served by a private disposal system meeting State, County, and City criteria. 3. A portion of the property is served by a private disposal system meeting State, County, and City criteria. The fee reduction only applies to that portion of the property. The fees collected by the City with respect to the Stormwater Utility, including investment earnings are deposited in the Enterprise Fund and used for planning, constructing, financing, and 29 PMB 423657.6 operating and maintaining the Stormwater Utility and the infrastructure of the stormwater management system. The Enterprise Fund tracks the operations, capital expenditures, and revenues of the Stormwater Utility. The City has streamlined and improved the system that was in place to capture ERU changes in the review and approval of construction plans. The resulting method enhances communication and coordination of the several departments included in the process such as Public Works, OBPI and Finance. DEBT SERVICE SCHEDULE The table below shows the debt service a able on the Outstanding Bonds. pY g Total Debt Total Debt Service Total Debt Service Service* Fiscal Year Requirements on Series 2011 Series 2011 Requirements on Requirements on Ended the Series 2009 Bonds Bonds the Series 2011 all Outstanding September 30 Bonds Principal Interest Bonds Bonds 2012 $ 1,986,539 2013 1,983,949 2014 1,983,676 2015 1,976,701 2016 1,977,065 2017 1,969,511 2018 1,965,916 2019 1,962,141 2020 1,962,463 2021 1,958,088 2022 2023 2024 2025 2026 2027 2028 2029 2030 TOTAL $ 19,726,048 $ $ $ * Assumes defeasance of the Outstanding Series 2000 Bonds. 30 PMB 423657.6 HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUE, DEBT SERVICE AND DEBT COVERAGE The information in the following table sets forth the historical and forecasted revenues, expenditures and debt service coverage of the Stormwater Utility, with necessary adjustments in stormwater rates to meet the additional bonds test. The following tables must be read in conjunction with the report prepared by the Consulting Engineers, attached hereto as Appendix B. Actual Projected Unaudited 9 months ended Budgeted Budgeted FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 6/30/11 FY 2011 FY 2012 FY 2013 FY 2014 (d) FY 2015 (d) FY 2016 (d) Revenues Operating $ 7,439,137 $ 7,395,596 $ 7,111,837 $ 9,671,731 $11,212,896 $8,479,017 $11,120,243 $11,506,925 $11,506,925 $11,506,925 $11,506,925 $11,506,925 NonOperating 1,376 742 - 7,810 - 99 2,200 - 71,000 3,337,000 4,593,000 4,736,000 Investment Earnings (a) 2,143,943 2,852,572 1381,234 330,307 218,784 112,665 266,000 138,043 - - - - Total Revenues 9,584,456 10,248,910 8,493,071 10,009,848 11,431,680 8,591,781 11,388,443 11,644,968 11,577,925 14,843,925 16,099,925 16,242,925 Total Operating Expenses (b) 1,967,094 2,457,949 3,189,531 2,875,115 2,716,689 2,197,871 3,675,218 4,535,167 4,671,200 4,811,500 4,955,800 5,104,300 Net Revenues (c) 7,617,362 7,790,961 5,303,540 7,134,733 8,714,991 6,393,910 7,713,225 7,109,801 6,906,725 10,032,425 11,144,125 11,138,625 ' Principal and Interest Payments 3,570,996 3,571,221 3 ,569,421 3,569,511 2,862,145 1,321,604 2,066,859 5,170,755 5,754,499 8,360,726 9,286,551 9,282,315 Debt Coverage of Historical and Projected Principal and Interest Requirements 2.13 2.18 1.49 2.00 3.04 4.84(e) 3.73 1.38 1.20 1.20 1.20 1.20 Funds Available for Subordinated Debt/Admin Fee/Transfers 4,046,366 4,219,740 1,734,119 3,565,222 5,852,846 5,072,306 5,646,366 1,939,046 1,152,226 1,671,699 1,857,574 1,856,310 Annual Subordinated Debt Service - - - - - - - - - - - - Administration Fees 264,500 264,500 264,500 264,500 601,906 232,349 309,799 480,677 495,100 510,000 525,300 541,100 Transfers Out 589,158 589,158 589,158 589,158 589,158 441.869 584,000 1,359,411 149,926 639,299 794,174 761,010 Funds Available After Subordinated Debt, Admin Fee, & Transfers Out $ 3,192.708 $ 3,366,082 $ 880,461 $ 2,711.564 $ 4,661.782 $4,398,088 $4,752,567 $ 98,959 $ 507,200 $ 522.E $ 538,100 $ 554.200 a) Unrelated to Construction Fund. b) Excludes amortization, depreciation and administration fees. c) Shows actual Stormwater revenue collections for FY 2006 - 2010 and 9 months ending 6/30/11, unaudited. Fiscal Year ends 9/30/11. 3 1 PMB 423657.6 d) It is projected that a 29% increase in the stormwater utility fee, to $_ per month per ERU, would be necessary to meet the minimum 110% debt service coverage requirement for the additional bonds test in FY 2014. Additional increases of 1.0 percent annually is required in subsequent years. e) Represents Principal and Interest Payments through June 30, 2011, but does not include September 1, 2011 debt service of $721,066. 32 PMB 423657.6 The following table shows the anticipated debt service coverage of the Stormwater Utility based on the actual results from the 12 months ended June 30, 2011, unaudited, and based on the projected Maximum Principal and Interest Requirements for all Bonds outstanding upon the issuance of the Series 2011 Bonds calculated in accordance with the requirements for Additional Bonds under the Bond Resolution. The following tables must be read in conjunction with the report prepared by the Consulting Engineers, attached hereto as Appendix B. Unaudited 12 months ended 6/30/11 Revenues Operating $11,365,630 NonOperating 99 Investment Earnings (a) 137,420 Total Revenues 11,503,149 Total Operating Expenses (b) 2,998,976 Net Revenues (c) 8,504,173 Maximum Principal and Interest Requirements (d) 6,835,500 Debt Coverage of Maximum Principal and Interest Requirements (e) 1.24 Funds Available for Subordinated Debt/Admin Fee /Transfers 1,668,673 Annual Subordinated Debt Service - Administration Fees 382,826 Transfers Out 589,158 Funds Available After Subordinated Debt, Admin Fee, & Transfers Out $ 696,689 a) Unrelated to Construction Fund. b) Excludes amortization, depreciation and administration fees. c) Shows revenue collections for the 12 months ended June 30, 2011, unaudited. d) Maximum Principal and Interest Requirements for the Series 2009 Bonds and the Series 2011 Bonds are expected to occur in FY 20_, at an assumed interest rate of % for the Series 2011 Bonds. e) Revenue Bond Debt Coverage Requirement: 1.10 RISK FACTORS The City's ability to derive Net Revenues from its operation of the Stormwater Utility in amounts sufficient to pay debt service on the Series 2011 Bonds depends upon many factors, many of which are not subject to the control of the City. Described below are certain factors that could affect future operations of the Stormwater Utility and certain related matters. Capital Improvement Requirements A significant number of capital improvements to the City could be required in order for the Stormwater Utility to continue to comply with environmental and other regulatory requirements. The total cost of the Stormwater Utility projects included within the Capital Improvement Program through FY 2014 is $101,600,000. Of that amount, approximately $50,200,000 is expected to be funded from proceeds of the Series 2011A Bonds. The remainder of these projected costs are expected to be funded by approximately $51,400,000 of Additional Bonds, designated for Stormwater Utility projects, to be issued within the next five years. In the event the City determines to finance capital improvements through the issuance of Additional Bonds, such debt must be approved by the Commission and meet the 33 PMB 423657.7 Additional Bonds test under the Bond Resolution. Principal and interest on such debt would increase debt service costs to the City and could result in lower debt service coverage or insufficient Net Revenues to pay such increased debt service costs. Rate increases will be required to meet such additional debt service costs. Regulatory Risks The City is subject to numerous federal and State regulatory requirements. Those regulations are subject to change at any time. The City currently is in compliance with the requirements of the Clean Water Act and other applicable federal and State laws, except to the extent such non - compliance would not have a material adverse effect on the City. The City believes that the Capital Improvement Program budget and other available moneys provide the City with funds in a reasonable amount to meet existing and projected federal or state water quality requirements. Should any additional regulations applicable to the operation and maintenance of the City become effective in the future, the City will be required to take action to comply with them as required by law or regulation. Impact of Growth Rates on Net Revenues The Report of Consulting Engineers set forth in Appendix B has assumed that an average ERU growth rate of % per year will continue through the periods presented. New ERUs are added to the territory of the City due to residential, commercial and industrial development of parcels that are currently unimproved. In addition, the City continues to refine the master billing list to properly identify existing improved parcels. Any failure to realize the projected growth in ERUs could negatively impact the availability of Net Revenues to pay debt service on the Series 2011 Bonds, and could ultimately negatively impact the ability of the City to pay debt service on the Series 2011 Bonds. Forward - Looking Statements This Official Statement and its appendices, including "APPENDIX B— Report of Consulting Engineers," contain statements, which to the extent they are not recitations of historical fact, constitute "forward- looking statements." In this respect, the words "estimate," "project," "anticipate," "expect," "intend," "belief," and similar expressions are intended to identify forward - looking statements. Such statements may be subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward- looking statements. LITIGATION There is no litigation or controversy of any nature now pending for which the City has received service of process or, to the actual knowledge of the City Attorney, threatened against the City which, in the opinion of the City Attorney, will have a material adverse effect upon the financial condition or the operations of the Stormwater Utility or the City. TAX MATTERS In the opinion of Squire, Sanders & Dempsey (US) LLP, Bond Counsel, under existing law: (i) interest on the Series 2011 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code "), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; and (ii) the Series 2011 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net 34 PMB 423657.6 income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Bond Counsel expresses no opinion as to any other tax consequences regarding the Series 2011 Bonds. The opinion on tax matters will be based on and will assume the accuracy of certain representations and certifications, and continuing compliance with certain covenants, of the City contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2011 Bonds are and will remain obligations the interest on which is excluded from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of the City's representations and certifications or the continuing compliance with the City's covenants. The opinion of Bond Counsel is based on current legal authority and covers certain matters not directly addressed by such authority. It represents Bond Counsel's legal judgment as to exclusion of interest on the Series 2011 Bonds from gross income for federal income tax purposes but is not a guaranty of that conclusion. The opinion is not binding on the Internal Revenue Service ( "IRS ") or any court. Bond Counsel expresses no opinion about (i) the effect of future changes in the Code and the applicable regulations under the Code or (ii) the interpretation and the enforcement of the Code or those regulations by the IRS. The Code prescribes a number of qualifications and conditions for the interest on state and local government obligations to be and to remain excluded from gross income for federal income tax purposes, some of which require future or continued compliance after issuance of the obligations. Noncompliance with these requirements by the City may cause loss of such status and result in the interest on the Series 2011 Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2011 Bonds. The City has covenanted to take the actions required of it for the interest on the Series 2011 Bonds to be and to remain excluded from gross income for federal income tax purposes, and not to take any actions that would adversely affect that exclusion. After the date of issuance of the Series 2011 Bonds, Bond Counsel will not undertake to determine (or to so inform any person) whether any actions taken or not taken, or any events occurring or not occurring, or any other matters coming to Bond Counsel's attention, may adversely affect the exclusion from gross income for federal income tax purposes of interest on the Series 2011 Bonds or the market value of the Series 2011 Bonds. A portion of the interest on the Series 2011 Bonds earned by certain corporations may be subject to a federal corporate alternative minimum tax. In addition, interest on the Series 2011 Bonds may be subject to a federal branch profits tax imposed on certain foreign corporations doing business in the United States and to a federal tax imposed on excess net passive income of certain S corporations. Under the Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits, those that are deemed to incur or continue indebtedness to acquire or carry tax - exempt obligations, and individuals otherwise eligible for the earned income tax credit. The applicability and extent of these and other tax consequences will depend upon the particular tax status or other tax items of the owner of the Series 2011 Bonds. Bond Counsel will express no opinion regarding those consequences. Payments of interest on tax - exempt obligations, including the Series 2011 Bonds, are generally subject to IRS Form 1099 -INT information reporting requirements. If a Series 2011 Bond owner is subject to backup withholding under those requirements, then payments of interest will also be subject to backup withholding. Those requirements do not affect the exclusion of such interest from gross income for federal income tax purposes. 35 PMB 423657.6 Legislation affecting tax - exempt obligations is regularly considered by the United States Congress and may also be considered by the State legislature. Court proceedings may also be filed the outcome of which could modify the tax treatment of obligations such as the Bonds. There can be no assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Bonds will not have an adverse effect on the tax status of interest on the Series 2011 Bonds or the market value of the Series 2011 Bonds. These adverse effects could result, for example, from changes to federal or state income tax rates, changes in the structure of federal or state income taxes (including replacement with another type of tax), or repeal (or reduction in the benefit) of the exclusion of interest on the Series 2011 Bonds from ers. a ross income for federal or state income tax purposes for all or certain taxpayers. P P PY For , on example, September 12, 2011, President Obama's administration announced a legislative P P it called the American Jobs Act that could, among other things, result in additional federal proposal � g gs � income tax for tax years beginning after 2012 on taxpayers that own tax - exempt bonds, including the Series 2011 Bonds, if they have incomes above certain thresholds. Prospective purchasers of the Series 2011 Bonds should consult their own tax advisers regarding se P P pending or proposed federal and state tax legislation and court proceedings, and prospective purchasers of the Series 2011 Bonds at other than their original issuance at the respective prices indicated on the inside cover of this Official Statement should also consult their own tax advisers regarding other tax considerations such as the consequences of market discount, as to all of which Bond Counsel expresses no opinion. Bond Counsel's engagement with respect to the Series 2011 Bonds ends with the issuance of the Series 2011 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the owners of the Series 2011 Bonds regarding the tax status of interest thereon in the event of an audit examination by the IRS. The IRS has a program to audit tax - exempt obligations to determine whether the interest thereon is includible in gross income for federal income tax purposes. If the IRS does audit the Series 2011 Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the beneficial owners of the Series 2011 Bonds will have only limited rights, if any, to obtain and participate in judicial review of such audit. Any action of the IRS, including but not limited to selection of the Series 2011 Bonds for audit, or the course or result of such audit, or an audit of other obligations presenting similar tax issues, may affect the market value of the Series 2011 Bonds. 36 PMB 423657 6 Original Issue Discount and Premium Certain of the Series 2011 Bonds ( "Discount Series 2011 Bonds ") as indicated on the cover of this Official Statement were offered and sold to the public at an original issue discount ( "OID "). OID is the excess of the stated redemption price at maturity (the principal amount) over the "issue price" of a Discount Series 2011 Bond. The issue price of a Discount Series 2011 Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Series 2011 Bonds of the same maturity is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount Series 2011 Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Series 2011 Bond (i) is interest excluded from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale or other disposition of that Discount Series 2011 Bond. A purchaser of a Discount Series 2011 Bond in the initial public offering at the price for that Discount Series 2011 Bond stated on the inside cover of this Official Statement who holds that Discount Series 2011 Bond to maturity will realize no gain or loss upon the retirement of that Discount Series 2011 Bond. Certain of the Series 2011 Bonds ( "Premium Series 2011 Bonds ") as indicated on the cover of this Official Statement were offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity. That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Series 2011 Bond, based on the yield to maturity of that Premium Series 2011 Bond (or, in the case of a Premium Series 2011 Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Series 2011 Bond), compounded semiannually. No portion of that bond premium is deductible by the owner of a Premium Series 2011 Bond. For purposes of determining the owner's gain or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Series 2011 Bond, the owner's tax basis in the Premium Series 2011 Bond is reduced by the amount of bond premium that is amortized during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Series 2011 Bond for an amount equal to or less than the amount paid by the owner for that Premium Series 2011 Bond. A purchaser of a Premium Series 2011 Bond in the initial public offering at the price for that Premium Series 2011 Bond stated on the inside cover of this Official Statement who holds that Premium Series 2011 Bond to maturity (or, in the case of a callable Premium Series 2011 Bond, to its earlier call date that results in the lowest yield on that Premium Series 2011 Bond) will realize no gain or loss upon the retirement of that Premium Series 2011 Bond. Owners of Discount Series 2011 Bonds and Premium Series 2011 Bonds should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable or amortizable in any period with respect to the Discount Series 2011 Bonds or Premium Series 2011 Bonds and as to other federal tax consequences and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income. EXPERTS The references herein to the Report of Camp Dresser & McKee Inc., as the Consulting Engineers have been approved by said firm, but do not purport to be complete in all respects, and the Report of the Consulting Engineers, included as Appendix B to this Official Statement, should be read in its entirety for 37 PMB 423657.6 complete information with respect to the subjects discussed therein. The Report of the Consulting Engineers has been included in this Official Statement in reliance upon and with the authorization of said firm as expert in such fields. UNDERWRITING The Series 2011 Bonds are being purchased by the Underwriters, subject to certain terms and conditions set forth in the purchase contract between the City and the Underwriters, including the delivery of opinions on certain legal matters relating to the issuance of the Series 2011 Bonds by Bond Counsel and the existence of no material adverse change in the condition of the City or the Stormwater Utility from that set forth in the Official Statement. The Series 2011A Bonds are being purchased at a purchase price of $ (representing $ in aggregate principal amount of $ less underwriters' discount of $ and [less /plus] net [original issue discount/premium] of $ ). The Series 2011B Bonds are being purchased at a purchase price of $ (representing $ in aggregate principal amount of $ less underwriters' discount of $ and [less /plus] net [original issue discount /premium] of $ ). The Series 2011 Bonds are offered for sale to the public at the prices or yields set forth on the inside cover page of this Official Statement. The Series 2011 Bonds may be offered and sold to certain dealers at prices lower than such offering prices, and such public offering prices may be changed from time to time by the Underwriters. J.P. Morgan Securities LLC ( "JPMS "), one of the Underwriters of the Series 2011 Bonds, has entered into negotiated dealer agreements (each, a "Dealer Agreement ") with each of UBS Financial Services Inc. ( "UBSFS ") and Charles Schwab & Co., Inc. ( "CS &Co. ") for the retail distribution of certain securities offerings, [including the Series 2011 Bonds,] at the original issue prices. Pursuant to each Dealer Agreement (if applicable to this transaction), each of UBSFS and CS &Co. will purchase Series 2011 Bonds from JPMS at the original issue price less a negotiated portion of the selling concession P g P g applicable to any Series 2011 Bonds that such firm sells. Morgan Stanley, parent company of Morgan Stanley & Co. LLC , an Underwriter of the Series 2011 Bonds, has entered into a retail brokerage joint venture with Citigroup Inc. As part of the joint venture, Morgan Stanley & Co. LLC will distribute municipal securities to retail investors through the financial advisor network of a new broker - dealer, Morgan Stanley Smith Barney LLC. This distribution arrangement became effective on June 1, 2009. As part of this arrangement, Morgan Stanley & Co. LLC will compensate Morgan Stanley Smith Barney LLC for its selling efforts with respect to the Series 2011 Bonds. FINANCIAL STATEMENTS The financial statements of the City for the year ended September 30, 2010 included as Appendix C to this Official Statement have been audited by McGladrey & Pullen, LLP, independent auditors, whose report made reference to the audit of other auditors, as stated in their report appearing in Appendix C. VERIFICATION OF MATHEMATICAL COMPUTATIONS The arithmetical accuracy of certain computations included in the schedules provided by the Financial Advisor on behalf of the City relating to the forecasted receipts of principal and interest on the Escrow Securities to pay the principal and interest on the Bonds to be Refunded to their redemption date, 38 FMB 423657.6 was examined by Causey Demgen & Moore Inc. Such computations were based solely upon assumptions and information supplied by the Financial Advisor on behalf of the City. FINANCIAL ADVISOR RBC Capital Markets, LLC, Miami, Florida is serving as Financial Advisor to the City and has acted in such capacity with respect to the sale and issuance of the Series 2011 Bonds. The Financial Advisor assisted in the preparation of this Official Statement and in other matters relating to the planning, structuring and issuance of the Series 2011 Bonds. RBC Capital Markets, LLC did not engage in any underwriting activities with regard to the issuance and sale of the Series 2011 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement and is not obligated to review or ensure compliance with the undertaking by the City to provide continuing secondary market disclosure. RATINGS Moody's Investors Service, Inc. and Standard & Poor's Ratings Services have assigned ratings of " " with a " outlook" and " " with a " outlook," respectively, to the Series 2011 Bonds. Such ratings reflect only the views of such rating agencies and an explanation of the significance of such ratings may be obtained from such rating agencies. There is no assurance that such ratings given to the Series 2011 Bonds will be maintained for any period of time or that the ratings may not be lowered or withdrawn entirely by such rating agencies if, in their judgment, circumstances so warrant. Any such downward change or withdrawal of such ratings may have an adverse effect on the market price of the Series 2011 Bonds. LEGAL MATTERS Certain legal matters incident to the issuance of the Series 2011 Bonds are subject to the legal opinion of Squire, Sanders & Dempsey (US) LLP, Miami, Florida, Bond Counsel, whose legal opinion will be available at the time of delivery of the Series 2011 Bonds. The proposed form of such opinion is attached hereto as Appendix F. Certain legal matters will be passed upon for the City by Jose Smith, City Attorney. Certain legal matters will be passed upon for the Underwriters by Edwards Wildman Palmer LLP, West Palm Beach, Florida, Counsel to the Underwriters. The actual legal opinion to be delivered by Bond Counsel may vary from the text of Appendix F, if necessary, to reflect facts and law on the date of delivery of the Series 2011 Bonds. The opinion will speak only as of its date and subsequent distribution of it by recirculation of this Official Statement or otherwise shall not create any implication that subsequent to the date of the opinion of Bond Counsel has affirmed its opinion. The legal opinion of Bond Counsel will be limited to the matters stated therein and will make no statement regarding the accuracy and completeness of this Official Statement. The legal opinion of Bound Counsel is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances, including changes in law that may thereafter occur or become effective. The legal opinions to be delivered concurrently with the delivery of the Series 2011 Bonds express the professional judgment of the attorneys rendering the opinions regarding the legal issues 39 PMB 423657.6 expressly addressed therein. By rendering a legal opinion, the attorneys providing such opinion do not become insurers or guarantors of the result indicated by that expression of professional judgment, of the transaction on which the opinion is rendered, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. CONTINUING DISCLOSURE The City will covenant for the benefit of the holders of the Series 2011 Bonds to provide certain financial information and operating data relating to the Stormwater Utility not later than 240 days following the end of each Fiscal Year ending on or after September 30, 2011 (the "Annual Report"), and g g " P ( to provide, or cause to be provided, notices of the occurrence of certain enumerated events. The Annual Report and notices of events will be filed with the Municipal Securities Rulemaking Board. Digital Assurance Certification, L.L.C. will act as disclosure dissemination agent for the City. The specific nature of the information to be contained in the Annual Report and the notices of events is contained in "APPENDIX E — Form of Disclosure Dissemination Agent Agreement." These covenants have been made in order to assist the Underwriters in complying with SEC Rule 15c2- 12(b)(5). During the past five years, the City has complied in all material respects with its existing undertakings pursuant to SEC Rule 15c2- 12(b)(5). CONTINGENT FEES The City has retained Bond Counsel and the Financial Advisor in connection with the issuance of the Series 2011 Bonds. Payment of the fees of such professionals and the fees of Underwriters and their counsel are each contingent upon the issuance of the Series 2011 Bonds. DISCLOSURE PURSUANT TO SECTION 517.051, FLORIDA STATUTES Florida law requires the City to disclose each and every default as to the payment of principal and interest with respect to obligations issued by the City after December 31, 1975. Florida law further provides, however, that if the City in good faith believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted. The City has not defaulted on the payment of principal or interest with respect to obligations issued by the City after December 31, 1975. MISCELLANEOUS All of the summaries or portions of the Bond Resolution and the Stormwater Utility's operating records are made subject to all of the detailed provisions of such documents, to which reference is hereby made for further information. The foregoing summaries do not purport to be complete statements of any of the provisions of such documents. CERTIFICATE CONCERNING THE OFFICIAL STATEMENT Concurrently with the delivery of the Series 2011 Bonds, the City will furnish a certificate of its Mayor and City Manager to the effect that, to the best of their knowledge, this Official Statement as of its date and as of the date of the delivery of the Series 2011 Bonds, does not contain an untrue statement of a material fact and does not omit any material fact which should be included therein for the purpose for which the Official Statement is to be used, or which is necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. 40 PMB 423657 6 This Official Statement has been duly executed and delivered by the Mayor and the City Manager of the City of Miami Beach, Florida. CITY OF MIAMI BEACH, FLORIDA By: Mayor By: City Manager I I 41 PMB 423657.6 J APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI BEACH AND MIAMI -DADE COUNTY, FLORIDA The following information pertaining to the City of Miami Beach, Florida (the "City ") and Miami -Dade County, Florida (the "County ") is set forth for purposes of background only. The Series 2011 Bonds are payable only from the Pledged Revenues of the Stormwater Utility of the City, as described in this Official Statement. The Series 2011 Bonds do not constitute a debt, liability or obligation or a pledge of the faith, credit or taxing power of the City, County, the State of Florida, or any political subdivision thereof. INTRODUCTION The City comprises seven square miles of land area and ten square miles of Biscayne Bay. The climate is tropical with an average annual temperature of 75 degrees Fahrenheit, 24 degrees Celsius. The City is the home of the Art Deco Historic District, consisting of one of the greatest concentrations of this style of architecture in the United States. Within this Historic District is the world famous Ocean Drive, which has been called the "Riviera" of Florida. The economy of the area is based on tourism. For fiscal year 2010, room rents, food and beverage sales accounted for an estimated $1.8 billion in sales within the City. The population demographics of the City have drastically changed over the last thirty years. In the 1980 Census, the average age of the population was 65.3 years old. In the 2000 Census the average age had declined to 43.7 years old and the 2010 Census placed it at 40.3 years old. The City is a group of islands between Biscayne Bay and the Atlantic Ocean and is connected to the mainland by four causeways. The County is the largest county in the southeastern United States in terms of population and one of the largest in terms of land area. The County consists of 2,042 square miles of land area. The population is clustered mainly along the coast, with the western area of the County comprising a part of the Everglades. There are numerous incorporated municipalities in the County, which include Miami, Hialeah and Coral Gables, as well as the City. POPULATION The U.S. Bureau of the Census estimated the population of the City to be 87,779 in 2010. According to estimates of Miami -Dade County Department of Planning and Zoning, the City's population is expected to be 98,028 by the year 2020 and the County's population is estimated to be 2,496,435 for 2010, and the County estimates growth to 2,885,439 by 2020. PMB 423657.6 A -1 Population, City of Miami Beach and Miami -Dade County 1980 — 2010 City of Miami Miami -Dade Year Beach Percent Change County Percent Change 1980 96,298 10.6% 1,625,598 28.2% 1990 92,639 (3.8 %) 1,937,094 19.2% 2000 87,933 (5.3 %) 2,260,000 16.7% 2010 87,779 (0.1 %) 2,496,435 10.5% Source: U.S. Census Population Breakdown City of Miami Beach, 1990 -2010 ty , Age Group 1990 2000 2010 Under 18 14.2% 13.4% 12.8% 18 and over 85.8% 86.6% 87.2% 21 and over 83.1% 84.1% 84.9% 65 and over 23.4% 19.2% 16.2% Median Age: 44.5 39 40.3 Source: State of Florida Statistical Abstract GOVERNMENT The City of Miami Beach is organized under the Commission -City Manager form of government. The governing body is an elected City Commission of six members and an elected Mayor. The City Commission sets policy for the administration of the City and appoints a City Manager and a City Attorney. The City Attorney appoints his staff and the City Manager is responsible for the appointment of the balance of the employees of the City. The City Commissioners are elected to staggered four year terms and the Mayor is elected every two years. Both the City Attorney and the City Manager serve at the pleasure of the City Commission. The City Manager carries out the policies of the City Commission, directs the operations of the City and, with the exception of the City Attorney's Office, has the power to appoint or remove all heads of the various Departments. SCOPE OF SERVICES The City provides a full range of municipal services, including police and fire protection, recreational activities, parks, cultural events, sanitation services, water, sewer and storm water services, community services, and the construction of and maintenance of streets and infrastructure. PMB 423657.6 A -2 ECONOMIC AND DEMOGRAPHIC DATA INCOME The mean family income for Miami Beach increased by 8.6 percent; from $69,980 in 2000 to $76,029 in 2009. This compares to growth rates experienced by Miami -Dade County, which experienced a mean family growth rate of approximately 20 percent during the same period. The mean family income for Miami Beach exceeded that of Miami -Dade County by approximately 33 percent in 2000 and 20 percent in 2009. MEAN FAMILY INCOMES 2000 -2009 2000 2009 % CHANGE Miami Beach $69,980 $76,029 8.6% Miami -Dade County 52,753 63,299 20.0% Source: U.S. Bureau of Census Per Capita Personal Income (Current Dollars) 2004 -2009 Miami -Dade County Florida United States Year Current Dollars % of U.S. Current Dollars % of U.S. Current Dollars 2004 $29,817 88.0% $33,540 98.9% $33,881 2005 32,025 90.4% 34,798 100.5% 34,757 2006 33.712 89.9% 38,161 100.2% 36,714 2007 35,368 93.8% 39,036 99.0% 39,392 2008 35,887 89.3% 39,064 91.2% 40,166 2009 22,619 77.9% 26,503 91.2% 29,050 Source: U.S. Department of Commerce - Bureau of Economic Analysis EMPLOYMENT City of Miami Beach Employment 2005 - 2010 2005 2006 2007 2008 2009 2010 Labor Force Employed 44,767 45,263 45,631 45,658 44,497 45,249 Labor Force Unemployed 1 ,796 1,631 1 ,780 2,383 4,046 4,181 Total Labor Force 46,563 46,894 47,411 48,041 48,543 49,430 Unemployment Rate 3.9% 3.5% 3.8% 5.0% 8.3% 8.5% Source: US Department of Labor (1) Preliminary- as of April 2010 PMB 423657.6 A -3 Major Employers on Miami Beach Rank Employer Service Number Employed 1 Mount Sinai Medical Center Medical 3000 2 City of Miami Beach Governmental 1800 3 Fontainebleau Resort Hotel 1200 4 Loews Miami Beach Hotel Hotel 942 5 Publix Supermarkets Retail 900 6 Eden Roc Hotel Hotel 700 7 Delano Hotel Hotel 478 8 Joe's Stone Crab Restaurant 355 9 Wyndham Miami Beach Resort Hotel 320 10 LNR Property Corp Real Estate 320 Source: City of Miami Beach, Florida PMB 423657.6 A -4 Ten Largest Public and Private Employers Located in Miami -Dade County Public Employers Private Employers Miami -Dade County Public 48,571 16,000 Schools University of Miami Miami -Dade County 29,000 Baptist Health South Florida 13,376 Federal Government 19,500 Publix Supermarkets 10,800 Florida State Government 17,100 American Airlines 9,000 Jackson Health System 12,571 Precision Response Corp. 5,000 Florida International University 8,000 Florida Power & Light Co. 3,840 Miami -Dade College 6,200 Carnival Cruise Lines 3,500 City of Miami 4,309 Winn -Dixie Stores 3,400 VA Medical Center 2,385 BellSouth/ATT 3,100 Homestead Air Force Base 2,700 Mount Sinai Health Center 3,000 Source: City of Miami Beach, Comprehensive Annual Financial Report 2010 [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] PMB 423657.6 A -5 BUILDING PERMITS The following is a calculation of the total value of the Building Permits issued by the City during the past 10 years. City of Miami Beach, Florida Value of Building Permits Issued Fiscal Years 2001 -2010 Fiscal Year Number of Permits Total Value 2001 9,764 $ 576,222,306 2002 10,651 622,602,436 2003 11,134 938,906,800 2004 11,368 577,575,403 2005 12,837 1,235,909,151 2006 12,226 1,177,266,348 2007 12,729 1,165,346,118 2008 11,056 1,109,923,131 2009 10,277 567,660,721 2010 10,196 292,923,784 Source: City of Miami Beach, Florida [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] PMB 423657.6 A -6 DIRECT AND OVERLAPPING TAX RATES The following table summarizes the direct and overlapping tax (millage) rates for the past ten years. As shown in the following table, the City has reduced its tax rates over the past 10 years. City of Miami Beach, Florida Direct and Overlapping Tax Rates ($1 per $1,000 of Assessed Value) For Tax Years 2001 Through 2010 City of Miami Beach Direct Rates Overlapping Rates Fiscal Year Debt Total School Ended Operating Service Direct District County State September 30 Millage Millage Millage _ Millage Millage Millage Total 2001 7.399 1.156 8.555 9.617 6.754 0.738 25.664 2002 7.299 1.077 8.376 9.376 6.716 0.736 25.204 2003 7.299 1.023 8.322 9.252 6.765 0.736 25.075 2004 7.299 0.874 8.173 9.100 7.240 0.736 25.249 2005 7.425 0.748 8.173 8.687 7.150 0.736 24.746 2006 7.481 0.592 8.073 8.438 7.035 0.736 24.281 2007 7.374 0.299 7.673 8.105 6.808 0.736 23.322 2008 5.656 0.242 5.898 7.948 5.671 0.659 20.175 2009 5.656 0.238 5.893 7.797 5.926 0.659 20.275 2010 5.656 0.257 5.913 7.995 6.005 0.659 20.572 Source: City of Miami Beach, Comprehensive Annual Financial Report; Miami -Dade County, Florida Property Appraisal 2010 Millage Table [BALANCE OF PAGE INTENTIONALLY LEFT BLANK.] PMB 423657.6 A -7 _J City of Miami Beach, Florida Property Tax Levies and Collections Fiscal Years 2000 — 2009 Collected within the Fiscal year of the Levy Tax Total Amount Percentage Year (I) Tax Levy of Levy 2000 $ 67,851,578 $ 68,603,879 (2) 101.1 2001 74,551,384 75,205,177 (2) 100.9 2002 83,590,412 80,460,485 96.3 2003 93,492,337 90,447,232 96.7 2004 109,298,076 107,543,916 98.4 2005 133,573,759 131,074,911 98.1 2006 164,807,822 161,325,469 97.9 2007 146,418,406 143,531,846 98.0 2008 144,907,833 139,669,839 96.4 2009 129,758,839 123,107,891 94.9 Source: City of Miami Beach, Comprehensive Annual Financial Report 2010 (1) Assessments as of January 1 of the year listed; bills mailed in October of that year; taxes become delinquent at the end of April of the subsequent year. (2) Breakdown between current and delinquent collections not available. Collections represent total of current and delinquent collection received during the year. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] PMB 423657.6 A-8 City of Miami Beach Ten Largest Taxpayers 2010 Owner Type of Property Assessed Value MB Redev. Inc. /Loews Hotel Hotel $280,000,000 MCZ /Centrum Flamingo III LLC Apartments 172,183,094 Fontainebleau Florida Hotel LLC Hotel 136,229,487 Di Lido Beach Hotel Corp. Hotel 130,000,000 MCZ /Centrum Flamingo II LLC Apartments 93,000,000 Philips South Beach LLC Hotel 83,435,043 Sandy Lane Residential LLC Apartments 79,519,415 Royal Palm Hotel Prop LLC Apartments 79,385,373 City National Bank of Florida Apartments 78,252,750 2201 Collins Fee LLC Apartments 68,727,288 Source: 2010 Miami -Dade County, Florida Ad Valorem Assessment Roll for the City of Miami Beach; City of Miami Beach, Comprehensive Annual Financial Report 2010 FILM AND PRINT INDUSTRY The film and print industry has become an important part of the Miami Beach economy. Many international talent and model agencies have located in the City. In 2010, this industry spent an approximate of $173 million in Miami -Dade County for the production of movies and photographs. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] PMB 423657.6 A -9 Film and Print Industry Permits Issued and Production Budgets For the Calendar Years 2006 -2010 Fiscal Permits Production Year Issued Budgets (1) 2006 1,280 $55,000,293 2007 1,563 $60,760,315 2008 1,232 $30,706,390 2009 1,150 $25,962,720 2010 1,236 $173,669,669 Source: Miami Beach Comprehensive Financial Report 2010; City of Miami Beach, Florida Department of Tourism and Cultural Development (1) Estimates as reported on City of Miami Beach Permit Applications [BALANCE OF PAGE INTENTIONALLY LEFT BLANK.] PMB 423657.6 A -10 CONVENTION AND MEETING ACTIVITY Miami -Dade County and the Miami Beach Convention Center host a large number of conventions each year. Number of Number of Room Year Delegates Nights Total Expenditures 2001 955,500 2,711,045 $1,085,841,149 2002 907,725 2,575,493 $1,140,133,206 2003 925,880 2,614,125 $1,197,139,867 2004 900,881 2,543,544 $1,245,025,461 2005 945,925 2,670,721 $1,307,276,734 2006 927,006 2,617,307 $1,372,640,571 2007 1,005,802 2,839,778 $1,441,272,600 2008 905,222 2,555,800 $1,354,796,244 2009 932,378 2,632,474 $1,395,440,131 2010 995,000 2,750,935 $1,500,098,141 Source: City of Miami Beach, Florida [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] PMB 423657.6 A-11 TOURISM AND VISITOR ACTIVITY DOMESTIC AND INTERNATIONAL OVERNIGHT VISITORS MIAMI -DADE COUNTY 2007 -2009 2007 2008 2009 Origin (000) (000) (000) South America: 2,324.1 2,480.1 2,549.5 Caribbean: 683.4 702.1 682.1 Central America: 511.1 540.0 517.3 Europe: 1,294.0 1,360.6 1,279.0 Canada: 556.0 573.5 537.7 Other International: 124.3 130.9 118.8 Total International 5,492.9 5,787.2 5,684.4 Total Domestic 6,473.0 6,341.4 6,251.5 Total Overnight 11,965.9 12,128.6 11,935.9 Expenditures (1) Domestic $ 7,145.90 $ 6,556.90 $ 5,954.10 International $10,759.30 $10,774.60 $11,156.50 Total Expenditures $17,905.20 $17,331.50 $23,064.70 Source: Greater Miami Convention and Visitors Bureau (I) Average Daily Expenditures PMB 423657.6 A -12 Overnight Visitors by Region 2007 2008 2009 Miami Beach 40.9% 40.1% 45.1% Downtown Miami 16.6% 19.2% 17.6% N. Miami - Dade /Sunny 13.2% 12.7% 12.5% Isle Airport Area 10.5% 9,8% 11.4% Grove /Gables /Biscayne 12.5% 13.1% 10.2% S. Miami -Dade 6.3% 5.9% 3.9% Source: Greater Miami Convention and Visitors Bureau TRANSPORTATION Miami -Dade County has a comprehensive transportation network designed to meet the needs of residents, travelers and area businesses. The County's internal transportation system includes Metrorail, a 22.4 mile above - ground system connecting South Miami -Dade and the City of Hialeah with the Downtown and Civic Center areas. Metromover, a 4.4 mile automated loop, carries passengers around downtown Miami, Brickell Avenue and the Omni shopping center areas. Miami -Dade County's Metrobus operating over 32.6 million miles per year and over 115 million passenger trips annually. The County also provides para- transit services to qualified riders in the amount of 1.6 million passenger trips annually. Cargo rail service is available from both Miami International Airport and the Port of Miami, and Amtrak has a passenger station in the City of Miami. Tri -Rail, a 72 -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 twelfth in the nation and twenty -fifth in the world in passenger traffic through the airport. The airport ranks third in the nation and eleventh in the world in tonnage of domestic and international cargo movement. In 2009 over 33 million air travelers were serviced by Miami International Airport, and approximately 2.08 million tons of cargo was handled. More than 88 airlines serve Miami International Airport, flying passengers to more than 150 destinations around the globe. Port of Miami. The Port of Miami, known as the "cruise capital of the world," is operated by the Seaport Department of Miami -Dade County. In fiscal year 2009, approximately 4.1 million passengers sailed from the Port of Miami aboard one of the eight cruise companies who operate out of Miami. The Port of Miami is also a hub for Caribbean and Latin American commerce. These countries account for over half of the 7.4 million tons of cargo transferred through the Port of Miami in 2008. The Port of Miami is also reaching out to the global community where trade with Asian countries accounted for almost 23% of the total cargo handled at the Port of Miami. The Port of Miami is also important to the U.S. economy, contributing in excess of $17 billion annually, which should increase after the completion of the Port of Miami's five year, $346 million capital improvement program. PMB 423657.6 A -13 RECREATION There are numerous parks and playgrounds in the City of Miami Beach. Each park provides different amenities, from tennis and bocce courts to swimming pools and tot lots, to Vita courses and barbecue pits. There are four Vita courses, two swimming pools, and numerous tennis courts, including the Holtz Tennis Stadium which houses championship, professional and amateur tournaments. Offshore, the Gulf Stream provides a variety of game fish, while the Miami Beach Marina provides an abundance of space to house boats as well as direct access to the Atlantic Ocean and Gulf Stream. The Marina is a private development on City owned bay front land in the South Pointe area. Renovation has increased the number of boat slips to 388 making the Marina the largest in the area and a first class facility. In the north part of the City, the public can enjoy a leisurely sail in the quiet waters of Biscayne Bay from the Miami Beach Sailport. The facility, though open to all ages, was specially designed to teach young adults the basic art of sailing on small prams. The City owns two championship golf courses and one Par 3 course that are open to the public. The two championship courses, Miami Beach Golf Course and Normandy, offer a clubhouse complete with a restaurant, lounge and pro shop. PMB 423657.6 A -14 APPENDIX B REPORT OF CONSULTING ENGINEERS PMB 423657.6 I I APPENDIX C FINANCIAL STATEMENTS OF THE CITY PMB 423657.6 i APPENDIX D BOND RESOLUTION AND SERIES 2011 RESOLUTION PMB 423657,6 APPENDIX E FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT PMB 423657.6 I II APPENDIX F FORM OF OPINION OF BOND COUNSEL PMB 423657.6 On the date of issuance of the Series 2011 Bonds in definitive form, Squire, Sanders & Dempsey (US) LLP, Bond Counsel, proposes to render its opinion in substantially the following form: , 2011 To: Mayor and City Commission of the City of Miami Beach, Florida Miami Beach, Florida We have served as bond counsel to our client the City of Miami Beach, Florida (the "City ") and not as counsel to any other person in connection with the issuance by the City of its $ aggregate principal amount of Stormwater Revenue Bonds, Series 2011A, and $ aggregate principal amount of Stormwater Revenue Refunding Bonds, Series 201 1 B (collectively, the "Series 2011 Bonds "), each dated the date of this letter. The Series 2011 Bonds are issued pursuant to Resolution No. 2000 -24127 adopted by the City Commission of the City (the "Commission ") on October 18, 2000 and Resolution No. 2011- adopted by the Commission on , 2011 (collectively, the "Bond Resolution "). Capitalized terms not otherwise defined in this letter are used as defined in the Bond Resolution. In our capacity as bond counsel, we have examined the transcript of proceedings relating to the issuance of the Series 2011 Bonds, a copy of the signed and authenticated Series 2011 Bond of the first maturity of each Series, the Bond Resolution and such other documents, matters and law as we deem necessary to render the opinions set forth in this letter. Based on that examination and subject to the limitations stated below, we are of the opinion that under existing law: 1. The Series 2011 Bonds and the Bond Resolution are valid and binding obligations of the City, enforceable in accordance with their respective terms. 2. The Series 2011 Bonds constitute limited obligations of the City, and the principal of and interest on (collectively, "debt service ") the Series 2011 Bonds, together with debt service on any other obligations issued and outstanding on a parity with the Series 2011 Bonds as provided in the Bond Resolution, are payable from and secured solely by the Net Revenues and certain funds and accounts established under the Bond Resolution. The payment of debt service on the Series 2011 Bonds is not secured by an obligation or pledge of any money raised by taxation, and the Series 2011 Bonds do not represent or constitute a general obligation or a pledge of the faith and credit of the City, the State of Florida or any of its political subdivisions. 3. Interest on the Series 2011 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code "), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, portions of the interest on the Series 2011 Bonds earned by certain corporations may be subject to a corporate PMB 423657.6 F -1 alternative minimum tax. The Series 2011 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. We express no opinion as to any other tax consequences regarding the Series 2011 Bonds. The opinions stated above are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. In rendering all such opinions, we assume, without independent verification, and rely upon (i) the accuracy of the factual matters represented, warranted or certified in the proceedings and documents we have examined and (ii) the due and legal authorization, execution and delivery of those documents by, and the valid, binding and enforceable nature of those documents upon, any parties other than the City. In rendering those opinions with respect to treatment of the interest on the Series 2011 Bonds under the federal tax laws, we further assume and rely upon compliance with the covenants in the proceedings and documents we have examined, including those of the City. Failure to comply with certain of those covenants subsequent to issuance of the Series 2011 Bonds may cause interest on the Series 2011 Bonds to be included in gross income for federal income tax purposes retroactively to their date of issuance. The rights of the owners of the Series 2011 Bonds and the enforceability of the Series 2011 Bonds and the Bond Resolution are subject to bankruptcy, insolvency, arrangement, fraudulent conveyance or transfer, reorganization, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion, and to limitations on legal remedies against public entities. The opinions rendered in this letter are stated only as of this date, and no other opinion shall be implied or inferred as a result of anything contained in or omitted from this letter. Our engagement as bond counsel with respect to the Series 2011 Bonds has concluded on this date. Respectfully submitted, PMB 423657.6 F -2 q r 3E I SUNDAY, OCTOBER 2 2011. NE M IAMI BEACH � ( MIA1�1 :BEACH E .�a BLIG HEARI.1 G , _ NOTICE: IS HEREBY GIVEN 0 second public hearing rili, be held by the t4y_` Corrtmisston of the .City of Miami Beach on Wednesday, .October 19th 2011 at 1.1:00 a tu: _the,City Chambers - at City-Hall, located at 1700: Convention Center Drive, Miami :Beach; Florida 33139, yin .order to obtain citizen npdt"itf e1heproposed- issuance -of The City of Miarrti Beae t "Florida'Stormwater Series2011A, as dentified in the1ollowingCity Reaolubon: `AMA. W .0E -MAYOR AND CITY 'COMMISSION OF THE CITY O =M H, `:F,1 RmA' trrHORIZING 'THE "ISSUANCE'c0F .'TIN " AGGREGATE 'PRINCIPAL 'AMOUNT 0 a 04y ,1 + ®' 'RORIDA __STORMWATER REVENUE DTI I0 0 a E PRINCIPAL PURPOSE''OF PAYING ° w 1 :� a ' ,- MEWS. 'TO THE ,STORMWATER l� " ON -.209 -1 F . NO \ 1 444_ :., _ I41'Y ON OCTOBER. 113, 2000, AND (ii) - NOT 10 �EXCEED8;1GGRITE: PRINCIPAL AMOUNT OF. • Q • I _ 0 : D } ', ,, • I 1ND1NG ; : ' .1 term' • , DING • a = xe , R s L x w 0 ; ° r 10�1, 0 Y s ;3,3 t i, ,.. �tOVIDING � - r � � �+a � � � ".� 1 SHALL BE " P ... S OVID) DM•SA1DBESOliODON- 10,- 2000,:,2+ 12 ;,1 11 '0 r L`S OF:IIHE SERIES 2011::BONDS; militospOlip ,..; 'AND IMAITERS INCONNECTION 'WITH THE ISSUIC 2011 'BONDS' AND `THEREFUND1NG - OF - 111513 ..0 0 ' TO THE MAYOR WITHINTHE`1_ 0 .HEREIN; APPDINTINGUNDERWRTTERS, A B01 t , a 7 tic �.� AGENT-AND ,A °DISSEMINATION 1, E THE -DES 2011 • 0 0 . ' _ � GTHE x-ontivirAln;wmo!uzpl# N E EXECUTION oA-` a ' ; E A h' a' • r s IRECTI -AUTHENTICATE ANDDELIVE1t THE SERIES 2011. BO FORM AF AND DISTRIBUTION OF A PRELIMINARY 1 CIAL TATEFIIENT j , AND AN OFFICIAL - STATEMENT AND AUTHORIZING THE EXECUTION OF THE OFFICIAL STATEMENT; PROVIDING FOR THEWeLI ATJOM - THE PROCEEDS OF NE SERIES 2011 BONDS AND FUNDS, ACCOUNtS , ANDSUBACCOUNTS;_AUTHORIZ A 1(] T f, REGISTRATION SYSTEM WITH RESPECT TO `THE SIt�S�11 AUTHORIZING THE REFUNDING, DEFEASANCE ANDIDEiIPOL-.0F THE -BONDS TO BE REFUNDED AND APPROVING THE FORM OF . AND AUTHORIZING THEEXECUTION AND DELIVERY OF AN ESCROWDEPOSIT AGREEMENT; COVENANTING TO PROVIDE CONTINUING DISCLOSUREN -' CONNECTION WITH THE SERIES 2011 BONDS ANDAPROVING THE FORM • 1. f I tirtirT(Il OIITsAND'13@L R1f NFINWNG "a." DtSGl:10 E EM E N1, AIIT'HORI NG OFFICERS A MPLOYEES 1F' THE'CITYI'TAI ALL NECESSARY RELATED. ICTIONS; AND PROVIDING FORAN EFFECTIVE DATE. .. _ Inquiries, including a copy of the proposed Resolution, may be directed to the Office of the City'sChtefFinancial Offtt (30 :673 -746:6 INTERESTED p+ earatthismeetinggr 'be "repfesented9by-an agent.orto express their views "in writing addressed to the City Commission c/o the