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HomeMy WebLinkAboutR-80-0506" RESOLUTION NO. 8 a- 5 U 6 RESOLUTION AWARDING THE CONVENTION CENTER AND PARKING GARAGE REVENUE BONDS, STATING THE PURCHASE PRICE AND OTHER TERMS -THEREOF, DESIGNATING THE PRINCIPAL UNDERWRITER AND DIRECTING THE AUTHENTICATION AND DELIVERY OF SUCH BONDS WHEREAS, the Commission of The City of Miami, Florida (the "City") has received from Smith Barney, Harris Upham & Co., Incorporated (the "principal underwriter") a proposal, dated June 30, 1980, for the purchase, for and on behalf of the principal underwriter and the other underwriters listed in Schedule I attached to said proposal (collectively, the principal underwriter and such other underwriters being herein called the "Underwriters"), of the Convention Center and Parking Garage Revenue Bonds, dated July 1, 1980, in the principal amount of $60,000,000, a copy of which proposal in the form of a Purchase Contract between the City and the Underwriters (the "Purchase Contract"), is hereto attached and made a part of this Resolution; and WHEREAS, the Purchase Contract has been reviewed and approved by the City Manager and members of his staf , which approval has been considered by the Commission; and WHEREAS, the Commission has carefully examined ail reviewed the Purchase Contract and has determined that it is in the best interest of the City to accept said proposal and to cause the Purchase Contract to be signed in acceptance thereof for and on behalf of the City; " NOW, THEREFORE, BE IT RESOLVED by the Commission The City of Miami, Florida: CITY COMMISSION MEETING OF. JUN3 0 Q80 a wm Mo,,,#.11 'all l �wt Section 1. Said proposal, in the form of the Purchase Contract, is hereby accepted by the Commission, and said Convention Center and Parking Garage Revenue Bonds in the principal amount of $60,000,000 (the "Bonds") dated July 1, 1980, and maturing and bearing interest at the rates as hereinbelow specified, are hereby awarded to the Underwriters at the purchase price of .$58,152,600 and accrued interest from July 1, 1980, to the date of delivery of the Bonds at the interest rates specified in Section 3 hereof, and upon the terms and conditions set forth in the Purchase Contract. Section 2. The principal underwriter for the Bonds shall be Sa;ith Barney, Harris Upham & Co., Incorporated. Section 3. The Bonds shall bear interest at such rate or rates, shall be stated to mature, subject to the right of prior redemption, on the dates and in the amounts as stated hereinbelow: (a) Bonds in the aggregate principal amount of Thirteen Million Nine Hundred Seventy Thousand Dollars $13,970,000) shall be serial bonds, shall bear interest at the rates, and shall be stated to mature on January 1 in the years and amounts, respectively, as follows: Maturity Maturity Date Principal Interest Date Principal Interest January 1, Amount Rate January 1, T Amount Rate 1990 $ 100,000 6.50% 1996 $1,320,000 8.00% 1991 330,000 6.75 1997 1,425,000 8.10 1992 640,000 7.00 1998 1,540,000 8.20 1993 1,060,000 7.25 1999 1,665,000 8.30 1994 1,140,000 7.50 2000 1,805,000 8.35 1995 1,225,000 7.75 2001 1,720,000 8.375 2. 80-506 (b) Bonds in the aggregate principal amount of Forty Six Million Thirty Thousand Dollars ($46,030,000) shall be term bonds, shall bear interest at the rate of 8.75% per annum, and shall be stated to mature on January 1, 2015. The term bonds shall be subject to mandatory redemption (and retirement) in satisfaction of the Amorti- zation Requirements therefor provided in the Trust Indenture (hereinafter mentioned) on January 1 in the fiscal years and in the principal amounts, respectively, as follows: Fiscal Fiscal Year Year (Ending Principal (Ending September 30) Amount September 30) 2002 $1,870,000 2009 2003 2,035,000 2010 2004 2,215,000 2011 2005 2,410,000 2012 2006 2,620,000 2013 2007 2,850,000 2014 2008 3,095,000 2015 3. Principal Amount $3,365,000 3,660,000 3,980,000 4,050,000 4,410,000 4,720,000 4,750,000 80-506 Section 4. The Mavor of the City of Miami is hereby authorized and directed to execute and deliver said Purchase Contract for and on behalf of the City. Section 5. The Bonds, upon their execution in the form and manner set forth in the Trust Indenture, dated as of Ju'_v 1, 1980, by and between the City and the Trustee thereunder, securing the Bonds, shall be deposited with said Trustee for authentication, and said Trustee is hereby authorized and directed to authenticate and deliver the Bonds to or upon the order of said principal underwriter upon the payment of said purchase price. Section 6. The Paying Agents under the provisions of said Trust Indenture shall be the Trustee and Chemical Bank, New York, N.Y., and Pan American Bank of Miami, Miami, Florida. Section 7. The officers, members and employees of the City and the officers and agents of the Trustee under said Trust Indenture securing the Bonds are hereby authorized and directed to do all acts and things necessary to effectuate the provisions and purpose of this Resolution. Section 8. This resolution shall be in full force and effect immediately upon its adoption. PASSED AND ADOPTED this 30th day of June, 1980. _M_AURICE_A. FERRE MAURICE A. FERRE (Official Seal) Mayor 4. 80-506 O G. ONGIE ST: OAALlyff CITY CLERK PREPARED AAPPROVED BY: • ASSISTAN11 CITY ATTORN APPRQg D� AS TO FOR AND COR. CTNESS : GEO E F. KNOX, CIT ATTORNEY ME 80-506 (HERE ATTACH PURCHASE CONTRACT as signed by Smith Barney) 6• 80-506 STATE OF FLORIDA ) COUNTY OF DADE CITY OF MIAMI ) I, RALPH G. ONGIE, Clerk of the City of Miami, Florida, and keeper of the re-ords thereof, do hereby certify that the attached and foregoing pages numbered 1 through 4, inclusive, contain a true and correct copy of a resolution adopted by the Commission of said City at a meeting held on the 30th day of June, 1980. The resolution as adopted had, and as filed in such records has, attached to it a copy of the Purchase Contract, as provided in the first paragraph of the preamble of the resolution, signed by the principal underwriter. SAID RESOLUTION WAS DESIGNATED RESOLUTION NO. IN WITNESS WHEREOF, I hereunto set my hand and impress the official seal of the City of Miami, Florida, this day of , 1980. RALPH G. ONGIE CITY CLERK MIAMI, FLORIDA ( fficial Seal) By Deputy City Clerk 80-506 � s / Preliminary Draft Subject oo Further Modification and Change EXHIBIT A $60,000,000 The City of Miami, Florida Convention Center and Parking Garage Revenue Bonds PURCHASE CONTRACT New York, N.Y., June _ • 1980 THE CITY OF MIAMI, FLORIDA Miami, Florida Gentlemen: Smith Barney, Harris Upham & Cc. Incorporated (the "Manager") , acting on behalf of ourselves and on behalf of the other Underwriters named in the list attached hereto as Schedule I, as said list may from time to time prior to the Clcsing (as hereinafter defined) be changed by us (we and such other underwriters as finally determined being herein collectively called the "Underwriters"), offer to enter into this Purchase Contract with you, The City of Miami, Florida (herein sometimes referred to as the "City"), which, upon your acceptance of this offer, will become binding upon you and upon the Underwriters. This offer is ;Wade subject to your acceptance by due adoption of a resolution and execution of this Purchase Contract and its delivery to us on or before 4:00 P.M., New York time, on June , 1980. 1. Upon the terms and conditions and upon the basis of the representations and warranties hereinafter set forth or referred to, we and the other Underwriters, jointly and severally, hereby agree to purchase from you for offering to the public, and you hereby agree to sell to the Underwriters for such purpose, all (but not less than all) of $60,000,000 aggregate principal amount of The City of Miami, Florida, Convention Center and Parking Garage Revenue Bonds, (hereinafter called the "Bonds"), having the maturities and bearing interest at the rates set forth in the Official Statement (as herein- after defined), at the purchase price of $ plus interest accrued on the Bonds from 11 1980 to the date of the Closing. 0 80-506 2. The Bonds shall be as described in, and shall be issued pursuant to the Trust Indenture, by and between the City and , as Trustee, dated 1, 1980 (the "Trust Indenture"), which Trust Indenture shal bin substantially the form heretofore delivered to us, with only such changes therein as shall ba mutually agreed upon by you and the Manager. 3. The Underwriters agree to make a bona fide public offering of all the Bonds at not in excess of the initial public offering prices (which may be expressed in terms of yields) set forth on the cover page of the Official Statement. The Bonds may be offered and sold to certain ea4' ers ( including the Underwriters and other dealers depositing such Bonds into investment trusts) at prices lower than such public offering prices. 4. Delivered to you herewith is a certified or bank cashier's check payable to the order of the City of Miami, Florida in New York Clearing House funds in the amount of $600,000. You agree to hold this check uncashed until the Closing as security for the performance by the Underwriters of their obligation to accept and pay for the Bonds at the Closing, and, in the event of their compliance with such obligation, such check shall be returned to us at the Closing (as hereinafter defined). In the event you do not accept this offer, such check shall be immediately returned to us. In the event of your failure to deliver the Bonds at the Closing, or if you shall be unable to satisfy the conditions to the obligations of the Underwriters contained herein, or if the obligations of the Underwriters shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriters nor you shall be under further obligation hereunder, except that the check referred to in this Paragraph 4 shall immedi- ately be returned to us by you and the respective obligations of you and the Underwriters for the payment of expenses, as provided in Paragraph 9 hereof, shall continue in full force and effect. In the event that the Underwriters fail (other than for a reason permitted hereunder) to accept and pay for the Bonds at the Closing as herein provided, such check shall be retained by you as and for liquidated damages for such failure and for any defaults hereunder on the part of the Underwriters, and the cashing of such check or checks shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults. 5. At the time on or before your acceptance hereof, you shall deliver to us together with such reasonable number of copies thereof as we may request: (a) An executed copy of the Official Statement of the City dated , 1980, relating to the Bonds (which, together w t the cover page, and all exhibits, appendices, reports and statements included therein as attached thereto, is called herein the -2- Oft "Official Statement"), executed on behalf of the City by its Mayor and by its City Clerk and executed by Laventhol & Horwath as to its report appearing as Appendix A thereto and by Peat, Marwick, Mitchell & Co., as to its letter appearing in Appendix B thereto; (b) A letter from the Director of Finance of the City, dated as of the date hereof, covering the period from September 30, 1979, to a date not earlier than f ive days pr io r to the date hereo f , to the effect that, based on a reading of the interim unaudited financial statements of revenues and expenses of the City for the seven months, 1980 months ended April, 1980 included in the Official Statement and a reading of the minutes of meetings of the City Commission and inquiries of and discussion with certain officials of the City having responsibilities for accounting and financial matters, nothing has come to his attention which has caused him to believe that (a) said state- ments of revenues and expenses for the seven months ended April, 1980 included in the Official Statement were not presented on a basis substantially consistent with the audited financial statements included there- in; or (b) as of the date not earlier than five days prior hereto, there was any change in the long-term debt of the City, other than as occasioned by repay- ments of such indebtedness, except as disclosed in the Official Statement, or any decrease in the aggregate of the fund balances of the several funds, as ccmouted from the aggregate of the amounts shown in the audited balance sheet as of September 30, 1979, included in the Official Statement. (c) The approval in Horwath and Peat, Marwick, Appendices to the Official connection with the public Bonds; and writing of Laventhol & Mitchell & Co. to use the Statement to be used in offering and sale of the (d) The letters of representation and indemnifi- cation attached hereto as Appendices H and I, executed by Miami Center Associates, Ltd. and Dade Savings and Loan Association, respectively. You consent to the use by the Underwriters of the Official Statement, to be used in connection with the public offering and sale of the Bonds. You consent to the use by us prior to the date hereof of the Preliminary Official Statement dated , 1980 (which, together with the cover page, and all exhibits, appendices, reports and statements included therein as attached thereto, is herein called -3- 80- 506. 00 0 the "Preliminary Official Statement") in connection with the public offering of the Bonds. 6. (a) You represent and warrant to each of the Underwriters that (i) the Preliminary Official Statement was, as of its date, other than as modified in the Official Statement, and the Official Statement is, and at all times subsequent hereto up to and including the date of the Closing will be, true and correct in all material respects, contains and will at all such times contain no misstatement of any material fact and did not and will not at any such time omit any statement or information that is necessary to make the statements and information contained therein not misleading in any material respect; (ii) the City is a municipal corporation duly organized and validly existing under the laws of the State of Florida; the City has good right and lawful authority to construct, operate and maintain the Convention Center - Garage (as defined in the Trust Indenture) , and, to operate, and establish and collect rates and other charges in respect thereto and collect revenues therefrom as provided in the Trust Indenture, and to perform all its obligations under the Trust Indenture in those respects including the establishment with the Trustee of certain reserve funds to be held under the Tryst Indenture, paying a portion of the cost of the Convention Center - Garage, paying expenses incurred in connection with the issuance of the Bonds, paying a portion of the interest on the Bonds accruing during the construction period of the Convention Center - Garage, pledging the Pledged Telephone and Telegraph Excise Tax Revenues and covenanting to make up any deficiencies in the amounts required by the Trust Indenture from lawfully available reve- nues of the City other than ad valorem taxes on real or tangible per- sonal property; to execute and deliver the Trust Indenture and no other authorization for the Trust Indenture is required, to execute and deliver this Purchase Contract, the Lease and Agreement for Development, by and between the City and Miami Center Associates, Ltd., dated as of September 13, 1979, as amended (the "Hotel Agreement"), the Lease Agreement, by and between the City and Dade Savings and Loan Association dated as of , 1980 (the "TC Agreement"), the Agreement by and between the City an the University of Miami, dated as of April 1, 1977 (the "University Agreement") and the Turnkey Design and Development Contract, by and between the City and Miami Center Associates, Inc. dated , 1980 (the "Turnkey Contract"); to issue, sell and deliver the M nds, and to carry out and consummate the transactions contemplated by the Trust Indenture, this Purchase Contract, the Hotel Agreement, the TC Agreement, the University Agreement as modified by a letter dated , 1980 from the Department of Housing and Urban Development, the Turnkey Contract and the Official Statement; (iii) the UDAG Grant Agreement for the Parking Garage (as defined in the Trust Indenture) is in full force and effect and the City is in compliance with the terms thereof; (iv) all consents, approvals, permits or other actions by or filings with any governmental authority required for the execution hereof, and delivery by the City of this Purchase Contract, the Trust Indenture, -4- 014 the Hotel Agreement, the TC Agreement, the University Agreement, the Turnkey Contract, the UDAG Grant Agreement and, except as otherwise set forth in the Official Statement, for the performance by the City of the rrsns,�,-*ions contemplated thereby, have been duly obtained or made and are in toll force and effect; (v) from the time of your acceptance hereof tht:,ugh the date of the Closing, except as conter.►- plated by the Official SLat!mant, the City will not have incurred any material liabilities, direct or contingent, or entered into any mate- rial transaction and there shall not have been any material adverse change in the condition, financial or physical, of the City other than changes in the ordinary course of business or in the normal operation of the facilities operated by the City or in the course of construction contemplated by the Official Statement; and (vi) the execution and delivery of this Purchase Contract, the Trust Indenture, the Hotel Agreement, the TC Agreement, the University Agreement, the Bonds and the UDAG Grant Agreement, the compliance with the provisions of this Purchase Contract, the Hotel Agreement, the TC Agreement, the University Agreement, the UDAG Grant Agreement and the Bonds and the carrying out and consummation of the transa:- tions contemplated by such documents and instruments and by the Official Statement will not conflict with or constitute a breach of or a default under any law, administrative regulation, court decree, instrument or agreement to which the City is subject or by which the City or any of its properties is bound. (b) If between the date of this Purchase Contract and the date of the Closing any event shall occur which, in the opinion of the City, would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to maze the statements there- in, in the light of the circumstances under which they were made, not misleading, you shall notify the Manager, and if in the opinion of the City and the Manager such event requires the preparation and pub- lication of a supplement or amendment to the Official Statement, you will at your expense supplement or amend the Official Statement in a form and in a manner approved by the Manager. 7. At 10:00 A.M., New York time, on , 1980, or at such other time or on such earlier or later bus�inessday as shall have been mutually agreed upon by you and us, you will deliver to us the Bonds in definitive form, bearing CUSIP numbers, duly executed, together with the other documents hereinafter mentioned; and we will accept such delivery and pay the purchase price of the Bonds as set forth in Paragraph 1 hereof by certified or bank cashier's check or checks payable in New York Clearing House funds to the order of the City of Miami, Florida. Delivery and payment as aforesaid shall be made at the offices of Brown, Wood, Ivey, Mitchell & Petty, in New York, New York. This delivery and payment is herein called the "Closing". The Bonds will be delivered as coupon bonds or as registered bonds in authorized denominations and registered in such names as the Underwriters shall have requested at least five business -5- A days prior to the Closing. The Bonds will be made available for checking and packaging in New York City at least one business day prior to the Closing. The Underwriters agree to furnish to the City prior to the delivery of the Bonds the initial offering prices of the Bonds to the public and such additional iniurmation as may be reason- ably necessary to enable the City to determine the "purchase price" of the Bonds as defined in Section 1.103-13 (d) of the regulations of the United States Treasury Department pursuant to Section 103(c) of the Internal Revenue Code. 8. The obligations of the Underwriters hereunder are subject to (i) the accuracy in all material respects, as of the date hereof and the date of the Closing, of the representations and war- ranties of the City contained herein, and (ii) the following addi- tional conditions: (a) At the time of the Closing, (1) the Trust Indenture shall be in full force and effect and you shall have duly adopted and there shall be in full force and effect such additional ordinances, resolu- tions or agreements as shall, in the opinion of Brown, Wood, Ivey, Mitchell & Petty, Bond Counsel to the City, be necessary in connection with the transactions contemplated hereby; (2) the City shall perform or have performed all of its obligations required under or specified in this Purchase Contract and the Trust Indenture to be performed at, simultaneously with, or prior to, the Closing; (3) Miami Center Associates, Ltd., Dade Savings and Loan Association and the University of Miami shall perform or have performed all of their respective obligations specified herein, respectively, to be performed at, simultaneously with, or prior to, the Closing; and (4) except as set forth in the Official Statement, the Hotel Agreement, the TC Agreement, the University Agreement and the UDAG Grant Agreement shall be in full force and effect; (b) At the time of the Closing there shall have been no material adverse change in the status of per- mits and licenses for the construction, acquisition and operation of the Convention Center - Garage as described in the Official Statement; (c) The City will cooperate with the Underwriters, at the Underwriters' sole cost and expense except as otherwise provided in Paragraph 9, in arranging for the qualification of the Bonds for sale, for application for exemption from such qualifi- cation and for the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriters designate and will continue such -5- qualifications or exemptions in effect so long as required for the distribution of the Bonds, provided that the City shall not be required to register as a dealer or broker in any jurisdiction or to comply with any other requirements reasonably deemed by it to be unduly burdensome or which would subject it to general service of process where it is not now subject; (d) The Underwriters shall have the right to cancel their obligations to purchase the Bonds if between the date hereof and the date of Closing, (i) legislation not yet introduced in Congress shall be enacted or be actively considered for enactment by the Congress, or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of the Congress by any committee of such House to which such legisla- tion has been referred for consideration, a decision by a Federal court of the United States or the United States Tax Court shall be rendered, or a ruling, regu- lation or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency having such authority shall be made or proposed to be made with respect to Federal taxation upon revenues or other income to be derived by the City from the Convention Center -Garage, upon interest on the Bonds, or other action or events shall have transpired which have the purpose or effect, directly or indirectly, of materially adversely affecting the Federal income tax consequences of any of the transactions contemplated in connection herewith, and in the reasonable opinion of the Manager, materially adversely affects the market for the Bonds or the sale by the Purchasers of the Bonds, or (ii) legislation shall be enacted, or actively considered for enactment with an effective date being prior to the date of the issuance of the Bonds, or a decision by a court of the United States shall be rendered, or a ruling, regulation by the Securities and Exchange Commission or other governmen- tal agency having jurisdiction of the subject matter shall be made, the effect of which is that the Bonds are not exempt from the registration or qualification of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or that the Trust Indenture is not exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended and as then in effect, or (III) a stop order, ruling, regulation by the Securities and Exchange Commission shall be issued or made the effect of which is that -7- O the issuance, offering or sale of the Bonds as contemplated hereby or by the final Official Statement, is in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or of the Securities Exchange act of 1934, as amended and as then in effect, or that the Trust Indenture is not exempt from qualification pursuant to the Trust Indenture of 1939, as amended and as then in effect; or (iv) there shall exist any event which in the reasonable judgment of the Manager either (A) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or (B) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect and, in either such event, the City refuses to permit the Official Statement to be supplemented to correct or supply such statement or. information, or the statement or informa- tion as supplemented is such as in the reasonable judgment of the Manager would materially adversely affect the market for the Bonds or the sale by the Underwriters of the Bonds, or (v) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis including finan- cial crisis, or a financial crisis the effect of which on the financial markets of the United States being such as, in the reasonable judgment of the Manager, would materially adversely affect the market for the Bonds, or the sale by the Underwriters of the Bonds, or (vi) there shall be in force a general suspension of trading on the New York Stock Exchange, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Manager, would materially adversely affect the market for the Bonds or the sale by the Underwriters of the Bonds, or (vii) a general banking moratorium shall have been declared by Federal, Florida or New York authorities, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Manager, would materially adversely affect the market for the Bonds or the sale by the Underwriters of the Bonds, or (viii) there shall have occurred since September 30, 1979, any material adverse change in the affairs of the City from that reflected in the audited financial statements of the City. (e) At or prior to the Closing, we shall receive the following documents: -8- Olk P4 (1) The unqualified approving opinion of Brown, Wood, Ivey, Mitchell & Petty, Bond Counsel, as to the Bonds, dated the date of the Closing, in the form attached as Appendix C' to the Official Statement, and a letter of juch Bond Counsel, dated the date of the Closing and addressed to the Manager on behalf of the Underwriters, to the effect that the foregoing opinion addressed to the City may be relied upon by the Underwriters to the same extent as if such opinion were addressed to them; (2) A st,pplemental opinion of 'Brown, Wood, Ivey, Mitche"il & Petty, Bond Counsel, dated the date of t',e Closing and addressed to the Manager, to the effect that (A) the Bonds are not subjec-,: to the registration requirements of the Securities Act of 1933, as amended, and the Trust Indenture is exempt from qualification as a Trust Indenture pursuant to the Trust Indenture Act of 1939, as amended; (B) the statements contained in the Official Statement under the captions "Purpose of Issue", "Security for the Bonds", "Municipal Bond Insurance Association Guarantee", "Rate Covenant", "Additional Bonds", "Descriptio�a of the Bonds", "Validation of the Bonds" and "Tax Exemption" are correct in all material re,,pects and nothing has come to their attention which would lead them to believe that the information under such headings of the Official Statement contains an untrue statement of a material fact or that such sections taken collectively omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, it being understood that in rendering such opinion, Bond Counsel shall not be required to express an opinion with respect to other sections of the Official Statement and financial statements and other financial data excluded in the Official Statement; (C) the statements contained in the Official Statement under the captions "Summary of the Trust Indenture", "Summary of the Hotel Agreement", "Summary of the TC Agreement" and "Summary of the University Agreement" are true, accurate and correct statements in all material respects; (D) this Purchase Contract, the Trust Indenture, the Hotel Agreement, the TC Agreement and the University Agreement have been duly -9- F Closing, substantially in the form attached hereto as Appendix F; (11) The opinion of Counsel to Massachusetts Mutual Life Insurance Company, dated the date of the Closing, substantially in the form attached hereto as Appendix G; (12) A Certificate, dated the date of Closing, by the City Manager and the Director of Finance of the City, to the effect that (i) the revenues derived from Pledged Telephone and Telegraph Excise Tax Revenues are not, as of the date of the Closing, pledged to the payment of any obligations of the City other than the Bonds or for any other purpose except as disclosed in the Official Statement, and (ii) the City has validly covenanted that it will not authorize or issue any bonds, other than bonds issued to refund the outstanding Utilities Service Tax Bonds, pursuant to provisions of Ordinance 7066 of the City so long as any bonds secured under the provisions of the Trust Indenture are out- standing; (13) A Certificate, dated the date of the Closing, by the Mayor and Director of Finance of the City, to the effect that the information contained in the Official Statement is true and correct in all material respects and nothing has come to their attention which would lead them to believe that the Official Statement contains an untrue statement of a material fact or cmits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, which Certificate shall be in form and substance acceptable to us; (14) A Certificate, dated the date of the Closing by the Project Director of the Convention Center - Garage approved by the City Manager, to the effect that the information con- tained in the Official Statement relating to the Convention Center - Garage, the Hotel and the World Trade Center is correct in all material respects and nothing has come to his attention which would lead him to believe that the Official Statement contains an untrue statement of a material fact or omits to state a material -11- I r F Ott fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, which Certificate shall be in form and substance acceptable to us; (15) A Certificate, dated the date of the Closing, by the President of the General Partner of Miami Center Associates, Ltd., to the effect that (A) other than as set forth in the Official Statement, no litigation is pending or to his knowledge threatened in any court or other tri- bunal of competent jurisdiction (State or Federal) (i) affecting the existence of Miami Center Associates, Ltd., or in any way adversely affecting the revenues of the Hotel, or contest- ing the powers of Miami Center Associates, Ltd. to carry out the transactions contemplated with respect to Miami Center Associates, Ltd. by the Official Statement and this Purchase Contract, (ii) contesting or affecting the validity of the Hotel Agreement or contesting or affecting the power of Miami Center Associates, Ltd. to carry out the transactions contemplated by the Hotel Agreement, in each case where an adverse judg- ment would result in any material adverse change in the business, properties or assets or the condition, financial or otherwise, of Miami Center Associates, Ltd., or (iii) against Miami Center Associates, Ltd. or involving any of the properties or assets under control of Miami Center Associates, Ltd. which involves the pos- sibility of any judgment or uninsured liability that would result in any material adverse change in the business, properties, assets or condi- tion, financial or otherwise, of Miami Center Associates, Ltd. other than routine litigation of the type which normally accompanies the development and operation of hotel facilities such as the Hotel, and (3) the statements con- tained in the Official Statement relating to Miami Center Associates, Ltd., the Hotel, the Hotel Agreement, the Development Agreement, the Construction Loan Agreement and the Tri-party Agreement are correct in all material respects and nothing has come to its attention which would lead it to believe that such information contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the -12- ON circumstances in which they were made, not misleading, which Certificate shall be in form and substance acceptable to us; (15) A Certificate, dated the date of the Closing, by an authorized officer of the University, to the effect that (A) other than as set forth in the Official Statement, no litiga- tion is pending or to his knowledge threatened in any court or other tribunal of competent jurisdiction (State or Federal) (1) affecting the existence of the University, or in any way contesting the powers of the University to carry out the transactions contemplated with respect to the University by the Official Statement and this Purchase Contract, (ii) contesting or affecting the validity of the University Agreement or contesting or affecting the power of the University to carry out the transactions contemplated by the University Agreement, in each case where an adverse judgment would result in any material adverse change in the business, properties or assets or the condition, financial or otherwise,' of the University, or (iii) against the University or involving any of the properties or assets under control of the University which involves the possibility of any judgment or uninsured liability that would result in any material adverse change in the business, properties, assets or condition, financial or otherwise, of the University other than routine litigation of the type which nor- mally accompanies the development and operation of a conference center such as the James L. Knight International Center, and (9) the state- ments contained in the Official Statement relat- ing to the conference center, the University and the University Agreement are correct in all material respects and nothing has come to his attention which would lead him to believe that such information contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, which Certificate shall be in form and substance acceptable to us; (17) A Certificate, dated the date of the Closing, by an authorized officer of Miami Center Associates, Inc., to the effect that (A) -13- 80- 506 p OR Ok other than as set forth in the Official Statement, no litigation is pending or to its knowledge threatened in any court or other tri- bunal of competent jurisdiction (State or Federal) (i) affecting the existence of Miami Center Associates, Inc., or contesting the powers of Miami Center Associates, Inc. to carry out the transactions contemplated with respect to Miami Center Associates, Inc. by the Official Statement and this Purchase Contract, (ii) con- testing or affecting the validity of the Turnkey Design and Development Contract or contesting or affecting the power of Miami Center Associates, Inc. to carry out the transactions contemplated by the Turnkey Design and Development Contract, in each case where an adverse judgment would result in any material adverse change in the business, properties or assets or the condition, financial or otherwise, of Miami Center Associates, Inc., or ( ii i) against Miami Center Associates, Inc. or involving any of the proper- ties or assets under control of Miami Center Associates, Inc. which involves the possibility of any judgment or uninsured liability that would result in any material adverse change in the business, properties, assets or condition, financial or otherwise, of Miami Center Associates, Inc. other than routine litigation of the type which normally accompanies the con- struction of parking facilities such as the Parking Garage, and (B) the statements contained i'n the Official Statement relating to Miami Center Associates, Inc., the Parking Garage and the Turnkey Design and Development Contract are correct in all material respects and nothing has come to its attention which would lead it to believe that such information contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, which Certificate shall be in form and substance acceptable to us; (18) A Certificate, dated the date of the Closing, by an authorized representative of Dade Savings and Loan Association, to the effect that (A) , other than as set forth in the Official Statement, no litigation is pending or to his knowledge threatened in any court or other tribunal of competent jurisdiction (State or -14- Federal) (i) affecting the existence of Dade Savings and Loan Association or contesting the powers of Dade Savings and Loan Association to carry out the transactions contemplated with respect to Dade Savings and roan Association by the Official Statement and this Purchase Contract, (ii) contesting or affecting the validity of the TC Agreement or contesting or affecting the power of Dade Savings and Loan Association to carry out the transactions con- templated by the TC Agreement, in each case where an adverse judgment would result in any material adverse change in the business, proper- ties or assets or the condition, financial or otherwise, of Dade Savings and Loan Association, or (iii) against Dade Savings and Loan Association or involving any of the properties or assets under control of Dade Savings and Loan Association which involves the possibility of any judgment or uninsured liability that would result in any material adverse change in the business, properties, assets or condition, financial or otherwise, of Dade Savings and Loan Association other than routine litigation of the type which normally accompanies the development and operation of office facilities such as the World Trade Center, and (B) the statements con- tained in the Official Statement relating to Dade Savings and Loan Association, the TC Agreement and the Trade Center are correct in all material respects and nothing has come to his attention which would lead him to believe that such information contains an untrue state- ment of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, which Certificate shall be in form and substance acceptable to us; (19) Evidence of insurance providing for the insurance required by the Trust Indenture, the Hotel Agreement and the TC Agreement; (20) Construction Loan Agreement, by and between Miami Center Associates, Ltd. and Continental Illinois National Bank of Chicago and evidence that all the requirements thereof necessary for funds to be advanced pursuant to said Construction Loan Agreement have been satisfied; -15- OR opt (21) Tri-Party Agreement by and among Miami Center Associates, Ltd., Continental Illinois Bank of Chicago and Massachusetts Mutual Life Insurance Company or such other agreement or agreements achieving the same pur- pose thereof; (22) Letter of Credit issued on behalf of Miami Center Associates, Ltd. issued for the benefit of the A ty in the amount of $2,900,000; (23) Munic'.pal Bond Insurance Association policy guaranteei;ig the payment of the principal of and interest on the Bonds; (24) Turnkey Design and Development Contract, by and between the City and Miami Center Associates, Inc.; (25) Letter from the Department of Housing and Urban Development as to satisfaction with the City's compliance with the terms of the UDAG Grant; (26) Development Agreement, by and between Miami Center Associates, Inc. and the Warsham Development Group; (27) Construction Contract by and between Frank J. Rooney, Inc. and the City; (28) Letter from Frank J. Rooney, Inc. to Continental Illinois National Bank and Trust Company relating to the expected date of comple- tion of the Convention Center Garage; (29) "Binding Letter of no impact" from the State Department of Administration in con- nection with the Convention Center - Garage; (30) Development Order by the South Florida Regional Planning Council in connection with the development of regional impact for the World Trade Center; (31) Resolution of Dade County in connec- tion with the construction of the Parking Garage; -16- r Olt (32) Certified copy of the resolution of the City revoking the pledge of certain revenues for the Watson Island Projebt; and (33) Such additional certificates, instru- ments and other documents as we may reasonably deem necessary to evidence (A) the truth and accuracy as of the time of the Closing of your representations and warranties contained in subparagraph 6(a) hereof and the representations and warranties of Miami Center Associates, Ltd. the University and Dade Savings and Loan Association, and (B) the due performance or sat- isfaction at or prior to such time of all agree- ments then to be performed and all conditions then to be satisfied by you and the University, Dade Savings and Loan Association, and Miami Center Associates, Ltd. and Miami Center Associates, Inc. pursuant to this Purchase Contract. The opinions and certificates and other material referred to above shall be in form and substance satisfactory to the Manager. 9. The Underwriters shall be under no obligation to pay any expenses incident to the performance of your obligations hereun- der, including, but not limited to (a) the cost of printing copies and preparation for printing or reproducing of the Trust Indenture, Hotel Agreement, TC Agreement and the University Agreement; (b) the cost of preparing the definitive Bonds; (c) the fees and disbursements of Brown, Wood, Ivey, Mitchell & Petty and any other experts or consultants retained by the City; (d) the fees of bond rating agencies in connection with the Bonds; and (e) the cost of obtaining insurance on the Bonds from the Municipal Bond Insurance Association. The Underwriters shall pay (a) the cost of preparation and printing copies of the preliminary and final Official Statement required for distribution and use in connection with the public offering of the Bonds, the cost of preporation or printing or repro- ducing this Purchase Contract and the Agreement Among Underwriters, and the cost of preparation and printing the Blue Sky and legal investment memoranda to be used by them; (b) all advertising expenses in connection with the public offering of the Bonds; and (c) all other expenses incurred by them or any of them in connection with the public offering and distribution of the Bonds, including the fees and disbursement of Mudge Rose Guthrie & Alexander, Counsel to the Underwriters. -17- A 10. (a) The City, to the extent permitted by law and only from lawfully available monies of the City, will indemnify and hold harmless each Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act of 1933, as amended, against any losses, claims, damages or liabilities, joint or several, (i) to which such Underwriter or such controlling person may become subject, under Federal laws or regulations or otherwise, inso- far as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to the City as set forth in the Official Statement, including the Appendices, or any amendment or supplement thereto, or any Preliminary Official Statement, or arise out of or are based upon the omission or alleged omission therefrom of any statement or information relating to the City which is necessary to make the statements therein not misleading in any material respect; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any such Official Statement, the indemnity agreement con- tained in this paragraph shall not inure to the benefit of the Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Bonds concerned (or to the bene- fit of any person controlling such Underwriter), to the extent that any such loss, claim, damage or liability of such Underwriter or con- trolling person results from the fact that a copy of the Official Statement, as then supplemented or amended, was not sent or given to such person at or prior to the written confirmation of the sale of such Bonds; and (ii) to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or alleged untrue state- ment or omission or alleged omission if such settlement is effected with the written consent of the City; and will reimburse any legal or other expenses reasonably incurred by such Underwriter or controlling person thereof in connection with investigating or defending any such loss, claim, damage, liability or action. The City will assume the defense of any action against the Underwriters or such controlling person or any of them or any officer or employee of any Underwriter based upon allegations of any such loss, claim, damage, liability or action, including the retaining of counsel not unsatisfactory to the Underwriters and the payment of counsel fees and all other expenses relating to such defense, provided, however, that any Underwriter or any such controlling person may retain separate counsel in any such action and may participate in the defense thereof at the expense of such Underwriter or such controlling person unless such retaining of separate counsel has been specifically authorized by the City. This indemnity agreement will be in addition to any liability which the City may otherwise have. (b) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indem- nified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section, notify the indemni- fying party of the commencement thereof; but the omission so tc notify the indemnifying party will not relieve it from any liability which it may have to any idemnified party otherwise than under this Section. In case any such action is brought against any indemnified -18- �.l party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party (i) will assume the defense thereof if and as required under this Section, or (ii) if not required to assume the defense, will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel sit- isfactory to such indemnified party. After notice from the indemni- fying party to such indemnified party of its assumption of the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. 11. Any notice or other communication to be given to you under this Purchase Contract may be given by delivering the same in writing at your address set forth above, and any notice or other com- munication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in writing to Smith Barney, Harris Upham & Co. Incorporated, 1345 Avenue of the Americas, New York, New York 10105, Attention: Public Finance Division; and any notice or other communication to be given to the City may be given by delivery the same in writing to the City Manager, 3500 Pan American Drive, Miami, Florida 33133. 12. This Purchase Contract may be signed in various coun- terparts which shall together constitute one and the same instrument. 13. This Purchase Contract shall be governed by and con- strued in accordance with the laws of the State of New York. 14. This Purchase Contract is made solely for the benefit of you and the Underwriters (including the successors or assigns of any Underwriter except for any person who claims to be such a succes- sor or assign solely by reason of the purchase of Bonds) and any person controlling any Underwriter, and no other person shall acquire or have any right hereunder or by virtue hereof. All your represen- tations, warranties and agreements in this Purchase Contract shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of any of the Underwriters, (b) delivery of, and payment for, the Bonds hereunder and (c) any termi- nation of this Purchase Contract. very truly yours, SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED as represen- tative of the Underwriters By CITY OF MIAMI, FLORIDA 0 6 1. t1 •) Ook By Mayor (SEAL] Attest: By city clerk -20- L Appendix A veCZze :{n.^X/ ..r., ..1_y At cfne :990 _-. _.. Berne•; , Harris Jp^am :ndcrperated as representative of the 'Underwriters Re: , r The ::ty cf M.'ar" , F:cr:da Ccnventi.n Center an! pa:<in= ;arace Reven,:e Bcnds ;,en t: emen : 3M .ruse. :he ... t;, : f Mia.:,i , :':--a ..,.,e "City"' and :e a:tec as s-z: in _:nne:_..-n aitn t::e save and issuance ty the ao--e= ate =a:�e^ter 3'._ ?a: t:. Za: aze me•.en-,e Bc•n�s dates , .:'�� et;-e . r as 3.a-c:::e` • _-e _st 3-=; cet'.►ee- -.e _Ity 3-_ as ': Estee, date: as =: _?�: t.`.e "^: us* a 'fie 7:.:st t 7he =f=---3- -tare-e-.- -- t-e C: ';it:^ :esze=- late-e-t" ; _a3so 3_ Agreement `- Ce•:e: ,went ^•� and tet•�een _-e -. a_ '"'iBn. :enter nssc=.ates _t! r fate as Seztenzer :?'. , as a -needed the "Hcte: :•Le LeaCe Azreene-_ " 3n! : et•reen '1e ^i•y and :3.e =a•._ =s any ..can rsssc..at._n sated as :t e ...e .ee-e-. _ y an e:.ieen t :e City and the _-e .ve:si y" 43_eA as cf :e•. a-. -e-_ 3':_ = :yes 3-.- t-e _...led States :e=!rtne__ K 9 Housing and Urban Development granting to the City $4,984,000 (the "UDAG Grant Agreement"); (g) The Purchase Contract for the Bonds, dated , 1980, by and between the City and Smith Barney, arr s Uph am & Co. Incorporated, as Representatives of the Underwriters (the "Purchase Contract"); (h) The Construction Contract for the Convention Center, dated , 1980, by and between the City and Frank J. Rooney, Inc. (the "Convention Center Construction Contract") ; (i) the turnkey contract for the design and construc- tion of the Parking Garage, dated , 1980, by and between the City and Miami Center Xssociates, Inc. (the "Turnkey Contract"); and ( j ) The proceedings of the City with respect to the foregoing. In addition, I have examined originals or copies, certified to my satisfaction, of all such other records, documents and instru- ments of officers and representative of the City as I have deemed necessary. I am of the opinion that: (i) the UDAG Grant Agreement, the Convention Center Construction Contract, the Turnkey Contract and the Purchase Contract have been duly authorized, executed and delivered by the City and constitute valid and binding agreements between the parties thereto, enforceable in accordance with their terms, subject as to enforcement, to applicable bankruptcy, moratorium, or other similar laws relating to the enforcement of creditor's rights; ( i i ) other than as set forth in the Official Statement, no litigation is pending or, to my knowledge, threatened in any court or other tribunal of competent jurisdiction (State or Federal) (A) affecting the corporate existence of the City or the title to office of any officer of the City or seeking to restrain or enjoin the issuance or delivery of any of the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Trust Indenture, the Hotel Agreement, the TC Agreement, the University Agreement, the UDAG Grant Agreement, the Convention Center Construction Contract, the Turnkey Contract or the Purchase Contract, or the collection of the Revenues (as defined in the Trust Indenture) or the pledge thereof under the Trust Indenture, or contesting the powers CNM L of the City to carry out the transactions contemplated by the Official Statement, the Trust Indenture, the Hotel Agreement, the TC Agreement, the University Agreement, the UDAG Grant Agreement, the Convention Center Construction Contract, the Turnkey Contract, the Purchase Contract or any authority for the issuance of the Bonds or the execu- tion and delivery of the Trust Indenture, the Hotel Agreement, the TC Agreement, the University Agreement, the Convention Center Construction Contract, the Turnkey Contract or the UDAG Grant Agreement, (B) contesting or affecting the validity of any permits or licenses issued or to be issued by regulatory agencies (local, State or Federal) with respect to the construction or operation of any of the properties, facilities or improvements being financed in whole or in part by the proceeds of the issu- ance and sale of the Bonds, in each case where an adverse judgment would result in any material adverse change in the business, properties or assets or the conditions financial or otherwise of the City, or (C) against the City or involving any of the property or assets under the control of the City that involves the possibility of any judgment or uninsured liability that would result in any material adverse change in the business, properties, assets or the condition, financial or otherwise, of the City, other than routine litigation of the type which normally accompanies construction and operation of facilities such as the Convention Center - Garage; (iii) nothing has come to my attention which would lead me to believe that the Official Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circum- stances in which they were made, not misleading, it being understood that in rendering this opinion, no opinion is expressed with respect to other sections of the Official Statement and financial statements and other financial data included in the Official Statement; and (iv) the City has validly covenanted and pledged that no additional bonds payable frcm the Pledged Telephone and Telegraph Excise Tax Revenues will be issued pursuant to the provisions of Ordinance No. 7066, adopted by the Commission of the City on November 21, 1962, except for the purpose of refunding the Utilities Services Tax Bonds pres- ently outstanding. -3- Very truly yours, L Appendix B (Opinion of Counsel to the University] , 1980 Smith Barney, Harris Upham & Co. Incorporated as representative of the Underwriters Re: $60,000,000 The City of Miami, Florida Convention Center and Parking Garage Revenue Bonds Gentlemen: I am general counsel to the University of Miami (the "University") and have acted as such in connection with the Agreement by and between the City of Miami, Florida (the "City") and the University, dated as of April 1, 1977 (the "University Agreement"). I have examined the following: (a) The University Agreement; (b) The Official Statement of the City, relating to its $60,OOO,OOC Convention Center and Parking Garage Revenue Bonds, dated , 1980 (the "Official Statement"); and (c) The Purchase Contract by and between the City and Smith Barney, Harris Upham & Co. incorporated, as represen- tatives of the Underwriters named in the Purchase Contract, dated , 1980 (the "Purchase Contract"). In addition, I have examined originals or copies, certified to my satisfaction, of all such other records, documents and instru- ments of officers and representatives of the University as I have deemed necessary. I am of the opinion that: (i) other than as set forth in the Official Statement, no litigation is pending or to my knowledge threatened in any court or other tribunal of competent jurisdiction (State or Federal) (A) affecting the existence of the University, or in any way contesting the powers of the University to carry out the transactions contemplated with respect to the University by the Official Statement and the Purchase Contract, (B) contesting or affecting the oft PA validity of the University Agreement or contesting or affecting the power of the University to carry out the transactions contemplated by the University Agreement, in each case where an adverse judgment would result in any material adverse change in the business, properties or assets or the condition, financial or otherwise, of the University, or (C) against the University or involving any of the properties or assets under control of the University which involves the possibility of any judgment or uninsured liability that would result in any material adverse change in the business, properties, assets or condition, financial or otherwise, of the University other than routine litiga- tion of the type which normally accompanies the development and operation of a conference center such as the James L. Knight International Center; and (ii) the statements relating to the University con- tained in the Official Statement are correct in all mate- rial respects and nothing has come to my attention which would lead me to believe that such information contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circum- stances in which they were made, not misleading, it being understood that in rendering such opinion, I express no opinion with respect to other sections of the Official Statement and the financial statements and other financial data included in the Official Statement. Very truly yours, -2- n T Appendix C (Opinion of Fine Jacobson Block Klein Colan & Simon, P.A. Counsel to Miami Center Associates, Ltd.) Smith Barney, Harris Upham & Co. Incorporated as representative of the Underwriters Re: $60,000,000 The City of Miami, Florida Convention Center and Parking Garage Revenue Bonds Gentlemen: 1980 I am counsel to Miami Center Associates, Ltd. and have acted as such in connection with the Lease and Agreement for Development by and between The City of ,Miami, Florida (the "City") and Miami Center Associates, Ltd., dated as of September 13, 1979, as amended ( the "Hotel Ag r3ement" ) . I have examined the following: (a) The Hotel Agreement; (b) The Official Statement of the City relating to its $50,000,000 Convention Center and Parking Garage Revenue Bonds (the "Bonds"), dated , 1980 (the "Official Statement"); (c) The Purchase Contract for the Bonds, dated , 1980, by and between the City and Smith Barney, Harris Upham & Co. Incorporated, as representatives of the Underwriters (the "Purchase Conract"); (d) The Development Agreement, dated May 26, 1978 by and between Miami Center Associates, Ltd. and the Warsham Development Group (the "Development Agreement"); (e) The Construction Loan Agreement, dated 1980, by and between Miami Center Associates, Ltd. and Continental Illinois Bank of Chicago (the "Construction Loan Agreement"); and i O O (f) The Tri-party Agreement, dated , 1980, by and among Miami Center Associates, Lt ., ont nental Illinois National Bank and Trust Company of Chicago and Massachusetts Mutual Life Insurance Company or such other agreement or agreements achieving the same purpose thereof ( the "Tri-party Agreement") . In addition, I have examined originals or copies, certified to my satisfaction, of all such other records, documents and instru- ments of representatives of Miami Center Associates, Ltd. as I have deemed necessary. I am of the opinion that: (i) the Development Agreement, the Construction Loan Agreement and the Tri-party Agreement have been duly autho- rized, executed and delivered by Miami Center Associates, Ltd. and constitute valid and binding agreements between the parties thereto, enforceable in accordance with their terms, subject as to enforcement, to applicable bankruptcy, moratorium or other similar laws relating to the enforce- ment of creditor's rights; (ii) Miami Center Associates, Ltd. is in full compli- ance with the terms and requirements of the Construction Loan Agreement and the Tri-party Agreement and no default has occurred thereunder; (iii) other than as set forth in the Official Statement, no litigation is pending or to my knowledge threatened in any court or other tribunal of competent jurisdiction (State or Federal) (A) affecting the existence of Miami Center Associates, Ltd., or in any way affecting the collection of revenues of the Hotel, or contesting the powers of Miami Center Associates, Ltd. to carry out the transactions contemplated with respect to Miami Center Associates, Ltd. by the Official Statement and the Purchase Contract, or (B) contesting or affecting the validity of the Hotel Agreement, the Development Agreement, the Construction Loan Agreement or the Tri-party Agreement, in each case where an adverse judgment would result in any material adverse change in the business, properties or assets or the condition, financial or otherwise, of Miami Center Associates, Ltd., or (C) against Miami Center Associates, Ltd. or involving any of the properties or assets under control of Miami Center Associates, Ltd. which involves the possibility of any judgment or uninsured liability that would result in any material adverse change in the business, properties, assets or condition, financial or otherwise, of Miami Center Associates, Ltd. other than routine litigation of the type which normally accompanies -2- the development and operation of hotel facilities such as the Hotel; and (iv) the statements contained in the Official Statement relating to Miami Center Associates, Ltd., the Hotel Agreement, the Hotel, the Development Agreement, the Construction Loan Agreement and the Tri-party Agreement are correct in all material respects and nothing has come to my attention which would lead me to believe that such informa- tion contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, it being understood that in rendering this opinion, no opinion is expressed with respect to other sec- tions of the Official Statement and the financial state- ments and other financial data included in the Official Statement. Very truly yours, -3- Appendix D [Opinion of Counsel to Dade Savings and Loan Association] Smith Barney, Harris Upham & Co. Incorporated as representative of the Underwriters Re: $60,000,000 The City of Miami, Florida Convention Center and Parking Garage Revenue Bonds Gentlemen: 1980 I am counsel to Dade Savings and Loan Association and have acted as such in connection with the Lease Agreement by and among The City of Miami, Florida (the "City") and Dade Savings and Loan Association dated as of , 1980 (the "TC Agreement"). I have examined the following: ( a ) The TC Agreement; (b) The Official Statement of the City relating to its $60,000,000 Convention Center and Parking Garage Revenue Bonds (the "Bonds") , dated , 1980 (the "Official Statement"); and (c) The Purchase Contract for the Bonds, dated , 1980, by and between the City and Smith Barney, Harris Upham & Co. Incorporated, as representatives of the Underwriters (the "Purchase Conract"). In addition, I have examined originals or copies, certified to my satisfaction, of all such other records, documents and instru- ments of officers and representatives of Dade Savings and Loan Association as I have deemed necessary. I am of the opinion that: (i) other than as set forth in the Official Statement, no litigation is pending or to my knowledge threatened in any court or other tribunal of competent Jurisdiction (State or Federal) (i) affecting the existence of Dade Savings and Loan Association or contesting the 41 - 00 powers of Dade Savings and Loan Association to carry out the transactions contemplated with respect to Dade Savings and Loan Association by the Official Statement and the Purchase Contract, (ii) contesting or affecting the valid- ity of the TC Agreement or contesting or affecting the power of Dade Savings and Loan Association to carry out the transactions contemplated by the TC Agreement, in each case where an adverse judgment would result in any material adverse change in the business, properties or assets or the condition, financial or otherwise, of Dade Savings and Loan Association, or (iii) against Dade Savings and Loan Association or involving any of the properties or assets under control of Dade Savings and Loan Association which involves the possibility of any judgment or uninsured liability that would result in any material adverse change in the business, properties, assets or condition, financial or otherwise, of Dade Savings and Loan Association other than routine litigation of the type which normally accom- panies the development and operation of office facilities such as the World Trade Center, and (ii) the statements contained in the Official Statement relating to Dade Savings and Loan Association, the TC Agreement and the World Trade Center are correct in all material respects and nothing has come to my attention which would lead me to believe that such information con- tains an untrue statement of a material fact or omits to state a material fact required to be stated therein or nec- essary to make the statements made therein, in light of the circumstances in which they were made, not misleading, it being understood that in rendering this opinion, no opinion is expressed with respect to other sections of the Official Statement and financial statements and other financial data included in the Official Statement. Very truly yours, MM r Appendix E (Opinion of Counsel to Miami Center Associates, Inc.) Smith Barney, Harris Upham & Co. Incorporated as representative of the Underwriters Re: $60,000,000 The City of ,Miami, Florida Convention Center and Parking Garage Revenue Bonds Gentlemen: , 1980 I am counsel to Miami Center Associates, Inc. and have acted as such in connection with the Turnkey Design and Development Contract by and between The City of Miami, Florida (the "City"), and Miami Center Associates, Inc., dated as of 1980 (the "Turnkey Contract"). I have examined the following: (a) The Turnkey Contract; (b) The Official Statement of the City relating to its $60,000,000 Convention Center and Parking Garage Revenue Bonds (the "Bonds"), dated , 1980 (the "Official Statement"); and (c) The Purchase Contract for the Bonds, dated 1980, by and between the City and Smith Barney, Harris Upham & Co. Incorporated, as representatives of the Underwriters (the "Purchase Conract"). In addition, I have examined originals or copies, certified to my satisfadtion, of all such other records, documents and instru- ments of representatives of Miami World Trade Center Associates, Ltd. as I have deemed necessary. I am of the opinion that: ( i) (a) Miami Center Associates, Inc. is a corpora- tion duly organized and existing under the laws of the State of Florida and is in good standing in the State, (b) the making and performance of the Turnkey Contract by Miami Center Associates, Inc. has been duly authorized by all necessary corporate action, and (c) the Turnkey Contract has been authorized and duly executed by Miami Center Associates, Inc. and assuming proper authorization and execution thereof by the City, constitutes a valid and binding agreement of the parties thereto enforceable in accordance with its terms. (ii) other than as set forth in the Official Statement, no litigation is pending or to my knowledge threatened in any zourt or other tribunal of competent jurisdiction (State or Federal) (i) affecting the existence of Miami Center Associates, Inc., or contesting the powers of Miami Center Associates, Inc. to carry out the transac- tions contemplated with respect to Miami Center Associates, Inc. by the Official Statement and the Purchase Contract, (ii) contesting or affecting the validity of the Turnkey Contract or contesting or affecting the power of Miami Center Associates, Inc. to carry out the transactions con- templated by the Turnkey Contract, in each case where an adverse judgment would result in any material adverse change in the business, properties or assets or the condi- tion, financial or otherwise, of Miami Center Associates, Inc., or .(iii) against Miami Center Associates, Inc. or involving any of the properties or assets under control of Miami Center Associates, Inc. which involves the possibil- ity of any judgment or uninsured liability that would result in any material adverse change in the business, properties, assets or condition, financial or otherwise, of Miami Center Associates, Inc. other than routine litigation of the type which normally accompanies the construction of parking facilities such as the Center; (iii) the statements contained in the Official Statement relating to Miami Center Associates, Inc., the Parking Garage and the Turnkey Contract are correct in all material respects and nothing has come to my attention which would lead me to believe that such information con- tains an untrue statement of a material fact or omits to state a material fact required to be stated therein or nec- essary to make the statements made therein, in light of the circumstances in which they were made, not misleading, it being understood that in rendering this opinion, no opinion is expressed with respect to other sections of the Official Statement and financial statements and other financial data included in the Official Statement. Very truly yours, -2- 51 Appendix F [Opinion of Counsel to Continental Illinois National Bank and Trust Company of Chicago] , 1980 Smith Barney, Harris Upham & Co. Incorporated as representative of the Underwriters Re: $60,000,000 The City of Miami, Florida Convention Center and Parking Garage Revenue Bonds Gentlemen: We have acted as counsel to Continental Illinois National Bank and Trust Company of Chicago (the "Bank") in connection with the Construction Loan Agreement, dated , 1980, by and between the Bank and Miami Center Associates, M. the "Construction Loan Agreement") , and the Tri-party Agreement, dated , 1980, by and among the Bank, Miami Center Associates, Ltd. and Massachusetts Mutual Life Insurance Company or such other agreement or agreements achieving the same purpose thereof (the "Tri-party Agreement"). We are of the opinion that the Construction Loan Agreement and the Tri-party Agreement have been duly authorized, executed and delivered by the Bank and constitute valid, binding and enforceable agreements between the parties thereto. To our knowledge, Miami Center Associates, Ltd. is in full compliance with the terms and requirements of the Construction Loan Agreement and the Tri-party Agreement and no default has occurred thereunder. We are members of the Illinois Bar only. Accordingly, in rendering this opinion, we express no opinion with respect to matters of law of any other jurisdiction. This opinion is rendered solely for your benefit (and the benefit of the Underwriters) and may not be relied upon by any other party, including, without limitation, any purchasers of the subject Bonds. Very truly yours, e_1 Appendix G (Opinion of Counsel to Massachusetts Mutual Life Insurance Company) Smith Barney, Harris Upham & Co. Incorporated as representative of the Underwriters Re: $60,000,000 The City of Miami, Florida Convention Center and Parking Garage Revenue Bonds Gentlemen: , 1980 I am general counsel to Massachusetts Mutual Life Insurance Company ( the "Company") and have acted as such in connection with the Tri-party Agreement, dated , 1980, by and among the Company, Miami Center Associates, Lt . and Continental Illinois National Bank and Trust Company of Chicago or such other agreement or agreements achieving the same purpose thereof (the "Tri-party Agreement") . I am of the opinion that (i) the Tri-party Agreement has been duly authorized, executed and delivered by the Company and con- stitutes a valid and binding agreement between the parties thereto, enforceable in accordance with its terms, subject as to enforcement, to applicable bankruptcy, moratorium or other similar laws relating to the enforcement of creditor's rights; and (ii) Miami Center Associates, Ltd. and Continental Illinois Bank of Chicago are in full compliance with the terms of the Tri-party Agreement and no default has occurred thereunder. Very truly yours, J APPENDIX H. [Letterhead of Miami Center Associates, Ltd.) Smith Barney, Harris Upham & Co. Incorporated as representative of the Underwriters Re: $60,000,000 The City of Miami, Florida Convention Center and Parking Garage Revenue Bonds Dear Sirs: , 1980 Pursuant to a Purchase Contract, dated May , 1980 (the "Purchase Contract") , the '6nderwriters offered to purchase the $60,000,000 aggregate principal amount of Convention Center and Parking Garage Revenue Bonds (the "Bonds") of the City of Miami, Florida (the "City") and their offer was accepted by the City on May , 1980. In order to induce the City to issue and the Purchaser to purchase the Bonds and to make the offering and sale of the Bonds to the public, Miami Center Associates, Ltd. hereby represents, warrants and agrees with you as follows: (a) The portions of the Official Statemment of the City dated , 1980, including the Appendices thereto (the "Official Statement"), describing Miami Center Associates, Ltd., the Hotel, the Hotel Agreement, the Development Agreement, the Construction Loan Agreement and the Tri-party Agreement (all as defined in the Official Statement) did not, as of the date thereof and do not as of the date hereof contain an untrue statement of a material fact and did not as of the date thereof and do not, as of the date hereof omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. We hereby consent to the use of such statements and infor- mation in the Official Statement. (b) Miami Center Associates, Ltd. agrees, to the extent, if any, that a court of competent jurisdiction would enforce such agreement as not contrary to law or public policy, to indemnify and hold harmless the City, any member, officer, official, employee, counsel, consultant and agent of the City and each and any Purchaser of the Bonds whose name is set forth in the Purchase Contract and which provides for the initial sale of the Bonds by the City, and each person, if any, who has the power, directly or indirectly, to direct or cause the direction of the man- agement and policies of such Purchaser through the owner- ship of voting securities, by contract or otherwise, against any and all losses, claims, damages, liabilities or expense arising out of or in connection with any misrepre- sentations contained in the portions of the Official Statement described above in Paragraph (a). The representations, warranties, agreements and indemnities contained herein shall survive the closing and delivery of the Bonds to the Underwriters and any investigation made by or on behalf of any of you or any person who controls any of you (as aforesaid) of any matters discribed in or related to the transactions contemplated hereby and by the Official Statement. This Letter of Representation and Indemnification shall be b i nd i ng upon and inure solely to the benefit of the Underwriters, the City and Miami Center Associates, Ltd. and, to the extent set forth herein, persons controlling any of you, and their respective personal representatives, successors and assigns, and no other person or firm shall acquire or have any right under or by virtue of this Latter of Representation and Indemnification. Very truly yours, MIAMI CENTER ASSOCIATES, LTD. By General Partner -2- i APPENDIX I [Letterhead of Dade Savings and Loan Association] Smith Barney, Harris Upham & Co. Incorporated as representative of the underwriters Re: $60,000,000 The City of Miami, Florida Convention Center and Parking Garage Revenue Bonds Dear Sirs: , 1980 Pursuant to a Purchase Contract, dated May , 1980 (the "Purchase Contract"), the Underwriters offered to purchase the S50,000,000 aggregate principal amount of Convention Center and Parking Garage Revenue Bonds (the "Bonds") of the City of Miami, Florida (the "City") and their offer was accepted by the City on May , 1980. In order to induce the City to issue and the Purchaser to purchase the Bonds and to make the offering and sale of the Bonds to the public, Dade Savings and Loan Association hereby represents, war- rants and agrees with you as follows: (c) The portions of the Official Statemment of the City dated , 1980, including the Appendices thereto (the "Official Statement"), describing Dade Savings and Loan Association, the Trade Center (as defined in the Official Statement) and the TC Agreement ( as defined in the Official Statement) did not, as of the date thereof and do not as of the date hereof contain an untrue statement of a material fact and did not as of the date thereof and do not, as of the date hereof omit to state any material fact necessary to make th- statements made therein, in the light of the circumstances under which they were made, not misleading. we hereby consent to the use of such state- ments and information in the Official Statement. (d) Dade Savings and Loan Association agrees, to the extent, if any, that a court of competent jurisdiction r would enforce such agreement as not contrary to law or public policy, to indemnify and hold harmless the City, any member, officer, official, employee, counsel, consultant and agent of the City and each and any Purchaser of the Bonds whose name is set forth in the Purchase Contract and which provides for the initial sale of the Bonds by the City, and each person, if any, who has the power, directly or indirectly, to direct or cause the direction of the man- agement and policies of such Purchaser through the owner- ship of voting securities, by contract or otherwise, against any and all losses, claims, damages, liabilities or expense arising out of or in connection with any misrepre- sentations contained in the portions of the Official Statement described above in Paragraph (a). The representations, warranties, agreements and indemnities contained herein shall survive the closing and delivery of the Bonds to the Underwriters and any investigation made by or on behalf of any of you or any person who controls any of you (as aforesaid) of any matters discribed in or related to the transactions contemplated hereby and by the Official Statement. This Letter of Representation and Indemnification shall be binding upon and inure solely to the benefit of the Underwriters, the City and Dade Savings and Loan Association and, to the extent set forth herein, persons controlling any of you, and their respective personal representatives, successors and assigns, and no other person or firm shall acquire or have any right under or by virtue of this Letter of Representation and Indemnification. Very truly yours, DADE SAVINGS AND LOAN ASSOCIATION By -2-