HomeMy WebLinkAboutExhibit BEXHIBIT B
FORM OF BOND PURCHASE AGREEMENT
B-1
1097142993\9\
023084.00028
BOND PURCHASE AGREEMENT
$[PAR AMOUNT A]
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM
REVENUE BONDS, SERIES 2023A
(NEW ADMINISTRATIVE BUILDING)
City of Miami, Florida
444 S.W. 2nd Avenue
Miami, Florida 33130
Ladies and Gentlemen:
$[PAR AMOUNT B]
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM
REVENUE BONDS, SERIES 2023B
(NEW ADMINISTRATIVE BUILDING)
$[PAR AMOUNT C]
CITY OF MIAMI, FLORIDA
TAXABLE SPECIAL OBLIGATION
NON -AD VALOREM BONDS,
SERIES 2023C
[SALE DATE], 2023
The undersigned, Jefferies LLC (the "Representative"), acting on its own behalf and on
behalf of BofA Securities, Inc., Estrada Hinojosa & Company, Inc., Siebert Williams Shank &
Co., LLC, and Wells Fargo Bank, N.A. (collectively with the Representative, the "Underwriters"),
offers to enter into the following bond purchase agreement (this "Agreement") with the City of
Miami, a municipal corporation of the State of Florida (the "City") which, upon the City's written
acceptance of this offer, will be binding upon the City and upon the Underwriters. This offer is
made subject to the City's written acceptance hereof on or before 11:59 p.m., Eastern Daylight
Time, on [SALE DATE], 2023, and, if not so accepted, will be subject to withdrawal by the
Underwriters upon written notice delivered to the City at any time prior to the acceptance hereof
by the City. Terms not otherwise defined in this Agreement shall have the same meanings as set
forth in the Resolution (as defined herein) or in the Official Statement of the City dated the date
hereof, relating to the Series 2023 Bonds (as defined below), together with all appendices or
exhibits, any materials incorporated by reference therein and any amendments or supplements
thereto (collectively, the "Official Statement").
1. Purchase and Sale of the Series 2023 Bonds. Subject to the terms and conditions
and in reliance upon the representations, warranties and agreements set forth herein, the
Underwriters hereby agree to purchase from the City, and the City hereby agrees to sell and deliver
to the Underwriters, all, but not less than all, of the City's $[PAR AMOUNT A] Special Obligation
Non -Ad Valorem Revenue Bonds, Series 2023A (New Administrative Building) (the "Series
2023A Bonds"), $[PAR AMOUNT B] Special Obligation Non -Ad Valorem Revenue Bonds,
Series 2023B (New Administrative Building) (the "Series 2023B Bonds" and, together with the
Series 2023A Bonds, the "Tax -Exempt Bonds") and $[PAR AMOUNT C] Taxable Special
Obligation Non -Ad Valorem Revenue Bonds, Series 2023C (the "Series 2023C Bonds" and,
together with the Tax -Exempt Bonds, the "Series 2023 Bonds"). The City acknowledges and
agrees that: (i) the primary role of the Underwriters, as underwriters, is to purchase the Series 2023
Bonds, in an arm's-length commercial transaction between the City and the Underwriters and that
the Underwriters have financial and other interests that differ from those of the City; (ii) the
Underwriters are not acting as a municipal advisor, financial advisor, or fiduciary to the City and
have not assumed any advisory or fiduciary responsibility to the City with respect to the transaction
contemplated hereby and the discussions, undertakings and procedures leading thereto
(irrespective of whether the Underwriters have provided other services or are currently providing
other services to the City on other matters); (iii) the only obligations the Underwriters have to the
City with respect to the transaction contemplated hereby expressly are set forth in this Agreement
and the other City Documents (defined herein); (iv) the Underwriters have financial and other
interests that differ from the City; and (v) the City has consulted its own financial and/or municipal,
legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate.
The principal amount of the Series 2023 Bonds to be issued, the dated date therefor, the
maturities, interest rates per annum, prices and/or yields, sinking fund provisions (if any), optional
redemption provisions, and other terms of the Series 2023 Bonds are set forth in Schedule I hereto.
The Series 2023 Bonds shall be issued and secured under and pursuant to Resolution No. R-23-
[ ], adopted by the City Commission of the City (the "City Commission") on September [28],
2023 (the "Resolution").
The Series 2023A Bonds are being issued for the purpose of providing funds, together with
other available moneys, to (i) pay the costs of developing, constructing and equipping a new City
administration building, along with related parking and other related improvements (including the
payment of interest on the Series 2023A Bonds during construction) (the "Series 2023A Project"),
(ii) [fund a deposit to the Debt Service Reserve Account or pay the premium for a Reserve Account
Insurance Policy], and (iii) pay certain costs of issuance of the Series 2023A Bonds[, including
payment of a municipal bond insurance policy premium to [ ] (the "Bond Insurer")].
The Series 2023B Bonds are being issued for the purpose of providing funds, together with
other available moneys, to (i) pay the costs of developing, constructing and equipping a new City
administration building, along with related parking and other related improvements (including the
payment of interest on the Series 2023B Bonds during construction) (the "Series 2023B Project"
and, together with the Series 2023A Project, the "Project"), (ii) [fund a deposit to the Debt Service
Reserve Account or pay the premium for a Reserve Account Insurance Policy], and (iii) pay certain
costs of issuance of the Series 2023B Bonds[, including payment of a municipal bond insurance
policy premium to the Bond Insurer].
The Series 2023C Bonds are being issued for the purpose of providing funds, together with
other available moneys, to (i) pay a portion of the cost of the acquisition and implementation of
the Oracle Enterprise Resource Planning Cloud System; (ii) fund a deposit to the Debt Service
Reserve Account or pay the premium for a Reserve Account Insurance Policy]; and (iii) pay certain
costs of issuance of the Series 2023C Bonds[, including payment of a municipal bond insurance
policy premium to the Bond Insurer.]
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The aggregate purchase price for the Series 2023A Bonds shall be $[ ]
(representing the $[ ] aggregate par amount of the Series 2023A Bonds, [plus/less/net]
an original issue [premium/discount] of $[ ], and less an underwriting discount of
$[ ])-
The aggregate purchase price for the Series 2023B Bonds shall be $[ ]
(representing the $[ ] aggregate par amount of the Series 2023B Bonds, [plus/less/net]
an original issue [premium/discount] of $[ ], and less an underwriting discount of
$[ ])-
The aggregate purchase price for the Series 2023C Bonds shall be $[ ]
(representing the $[ ] aggregate par amount of the Series 2023C Bonds, less an
underwriting discount of $[ ]).
Delivered to the City herewith as a good faith deposit is a check payable to the order of the
City in clearing house funds in the amount of $[ ] (the "Good Faith Check"). In the
event that the City accepts this Agreement, the Good Faith Check shall be held uncashed by the
City until the time of Closing, at which time the Good Faith Check shall be returned uncashed to
the Representative. In the event that the City does not accept this Agreement, the Good Faith
Check will be immediately returned to the Representative. Should the City fail to deliver the Series
2023 Bonds at the Closing, or should the City be unable to satisfy the conditions of the obligations
of the Underwriters to purchase, accept delivery of and pay for the Series 2023 Bonds, as set forth
in this Agreement (unless waived by the Underwriters), or should such obligations of the
Underwriters be terminated for any reason permitted by this Agreement, the City shall immediately
return the Good Faith Check to the Representative. In the event that the Underwriters fail (other
than for a reason permitted under Section 8 hereof) to purchase, accept delivery of and pay for the
Series 2023 Bonds at the Closing as herein provided, such Good Faith Check shall be cashed and
the amount thereof retained by the City as and for fully liquidated damages for such failure of the
Underwriters (because the amount of such damages cannot be calculated by the parties hereto),
and, except as set forth in Sections 9 and 11 hereof, no party shall have any further rights against
the other hereunder. The Underwriters and the City understand that in such event the City's actual
damages may be greater or may be less than the amount of the Good Faith Check. Accordingly,
the Underwriters hereby waive any right to claim that the City's actual damages are less than such
amount, and the City's acceptance of this offer shall constitute a waiver of any right the City may
have to additional damages from the Underwriters.
In accordance with Section 218.385, Florida Statutes, as amended, the Underwriters hereby
disclose the information required by such Section, including a truth -in -bonding statement, as
provided in Schedule II attached hereto.
The Representative hereby agrees and makes the following representations and warranties
to the City: (a) each of the Underwriters is an entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and qualified to conduct business in
the State of Florida, (b) this Agreement has been duly authorized, executed and delivered by the
Representative on behalf of the Underwriters and, assuming the due authorization, execution and
delivery by the City, is the legal, valid and binding obligation of the Underwriters enforceable in
accordance with its terms, except as the enforceability of this Agreement may be limited by
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bankruptcy or other laws affecting creditors' rights generally and except that equitable remedies
lie in the discretion of the court and may not be available, (c) each Underwriter is licensed by and
registered with the Financial Industry Regulatory Authority as a broker dealer and the Municipal
Securities Rulemaking Board (the "MSRB") as a municipal securities dealer, (d) neither the
Underwriters nor any "person" or "affiliate" thereof has been on the "convicted vendor list" during
the past 36 months as all such terms are defined in Section 287.133, Florida Statutes, as amended.
The Representative represents that it has been duly authorized to execute this Agreement on behalf
of itself and the other Underwriters named herein.
2. Public Offering. The Underwriters agree to make a bona fide public offering of all
of the Tax -Exempt Bonds at prices not to exceed the public offering prices set forth on the inside
front cover of the Official Statement (the "Offering Prices") and may subsequently change such
Offering Prices without any requirement of prior notice. The Underwriters may offer and sell
Series 2023 Bonds to certain dealers and others at prices lower than the Offering Prices to the
extent allowed by the Code (defined herein).
3. Establishment of Issue Price.
(a) The Representative, on behalf of the Underwriters, agrees to assist the City in
establishing the issue price of the Tax -Exempt Bonds and shall execute and deliver to the City at
Closing an "issue price" or similar certificate, together with the supporting pricing wires or
equivalent communications, [substantially in the form attached hereto as Exhibit A], with such
modifications as may be appropriate or necessary, in the reasonable judgment of the
Representative, the City, the City's Financial Advisor, and Bond Counsel, to accurately reflect, as
applicable, the sales price or prices or the initial offering price or prices to the public of the Tax -
Exempt Bonds.
(b) Except as otherwise set forth in Schedule I to Exhibit A attached hereto, the City
will treat the first price at which 10% of each maturity of the Tax -Exempt Bonds (the "10% test")
is sold to the public as the issue price of that maturity. At or promptly after the execution of this
Agreement, the Representative shall report to the City the price or prices at which the Underwriters
have sold to the public each maturity of Tax -Exempt Bonds. For purposes of this Section, if Tax -
Exempt Bonds mature on the same date but have different interest rates, each separate CUSIP
number within that maturity will be treated as a separate maturity of the Tax -Exempt Bonds.
(c) If Exhibit A includes Schedule I, the Representative confirms that the Underwriters
have offered the Tax -Exempt Bonds to the public on or before the date of this Agreement at the
offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set
forth in Schedule I to Exhibit A attached hereto, except as otherwise set forth therein. Schedule I,
should it exist, also sets forth, as of the date of this Agreement, the maturities, if any, of the Tax -
Exempt Bonds for which the 10% test has not been satisfied and for which the City and the
Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next
sentence shall apply, which will allow the City to treat the initial offering price to the public of
each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -
price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the
Tax -Exempt Bonds, the Underwriters will neither offer nor sell unsold Tax -Exempt Bonds of that
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maturity to any person at a price that is higher than the initial offering price to the public during
the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriters have sold at least 10% of that maturity
of the Tax -Exempt Bonds to the public at a price that is no higher than the initial offering
price to the public.
The Representative will advise the City promptly after the close of the fifth (5th) business
day after the sale date whether it has sold 10% of that maturity of the Tax -Exempt Bonds to the
public at a price that is no higher than the initial offering price to the public.
(d) The Representative confirms that:
(1) any agreement among underwriters, any selling group agreement and each
third -party distribution agreement (to which the Representative is a party) relating to the
initial sale of the Tax -Exempt Bonds to the public, together with the related pricing wires,
contains or will contain language obligating each Underwriter, each dealer who is a
member of the selling group and each broker -dealer that is a party to such third -party
distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the
public the unsold Tax -Exempt Bonds of each maturity allocated to it, whether or not the
Closing Date has occurred, until either all Tax -Exempt Bonds of that maturity allocated
to it have been sold or it is notified by the Representative that the 10% test has been
satisfied as to the Tax -Exempt Bonds of that maturity, provided that, the reporting
obligation after the Closing Date may be at reasonable periodic intervals or otherwise
upon request of the Representative, and (ii) to comply with the hold -the -offering -price
rule, if applicable, if and for so long as directed by the Representative and as set forth in
the related pricing wires, and (B) to promptly notify the Representative of any sales of
Tax -Exempt Bonds that, to its knowledge, are made to a purchaser who is a related party
to an underwriter participating in the initial sale of the Tax -Exempt Bonds to the public
(each such term being used as defined below), (C) to acknowledge that, unless otherwise
advised by the Underwriter, dealer or broker -dealer, the Representative shall assume that
each order submitted by the Underwriter, dealer or broker -dealer is a sale to the public.
(2) any agreement among underwriters or selling group agreement relating to
the initial sale of the Tax -Exempt Bonds to the public, together with the related pricing
wires, contains or will contain language obligating each Underwriter or dealer that is a
party to a third -party distribution agreement to be employed in connection with the initial
sale of the Tax -Exempt Bonds to the public to require each broker -dealer that is a party to
such third -party distribution agreement to (A) report the prices at which it sells to the public
the unsold Tax -Exempt Bonds of each maturity allocated to it, whether or not the Closing
Date has occurred, until either all Series 2023 Bonds of that maturity allocated to it have
been sold or it is notified by the Representative or such Underwriter or dealer that the 10%
test has been satisfied as to the Tax -Exempt Bonds of that maturity, provided that, the
reporting obligation after the Closing Date may be at reasonable periodic intervals or
otherwise upon request of the Representative or such Underwriter or dealer, and (B)
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comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by
the Representative or the Underwriter or the dealer and as set forth in the related pricing
wires.
(e) The City acknowledges that, in making the representations set forth in this section,
the Representative will rely on (i) the agreement of each Underwriter to comply with the
requirements for establishing issue price of the Tax -Exempt Bonds, including, but not limited to,
its agreement to comply with the hold -the -offering -price rule, if applicable to the Tax -Exempt
Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the
event a selling group has been created in connection with the initial sale of the Tax -Exempt Bonds
to the public, the agreement of each dealer who is a member of the selling group to comply with
the requirements for establishing issue price of the Tax -Exempt Bonds, including, but not limited
to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Tax -Exempt
Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event
that an Underwriter or dealer who is a member of the selling group is a party to a third -party
distribution agreement that was employed in connection with the initial sale of the Tax -Exempt
Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to
comply with the requirements for establishing issue price of the Tax -Exempt Bonds, including,
but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to
the Tax -Exempt Bonds, as set forth in the third -party distribution agreement and the related pricing
wires. The City further acknowledges that each Underwriter shall be solely liable for its failure to
comply with its agreement regarding the requirements for establishing issue price of the Tax -
Exempt Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -
price rule, if applicable to the Tax -Exempt Bonds, and that no Underwriter shall be liable for the
failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any
broker -dealer that is a party to a third -party distribution agreement, to comply with its
corresponding agreement to comply with the requirements for establishing issue price of the Tax -
Exempt Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -
price rule, if applicable to the Tax -Exempt Bonds.
(f) The Underwriters acknowledge that sales of any Tax -Exempt Bonds to any person that
is a related party to an underwriter participating in the initial sale of the Tax -Exempt Bonds to the
public (each such term being used as defined below) shall not constitute sales to the public for
purposes of this section. Further, for purposes of this Section 3:
(1) "public" means any person (including an individual, trust, estate,
partnership, association, company or corporation) other than an underwriter or a related
party to an underwriter;
(2) "underwriter" means (A) any person that agrees pursuant to a written
contract with the City (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Tax -Exempt Bonds to the public and (B) any person that
agrees pursuant to a written contract directly or indirectly with a person described in clause
(A) to participate in the initial sale of the Tax -Exempt Bonds to the public (including a
member of a selling group or a party to a third -party distribution agreement participating
in the initial sale of the Tax -Exempt Bonds to the public);
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(3) a purchaser of any of the Tax -Exempt Bonds is a "related party" to an
underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A)
more than 50% common ownership of the voting power or the total value of their stock, if
both entities are corporations (including direct ownership by one corporation of another),
(B) more than 50% common ownership of their capital interests or profits interests, if both
entities are partnerships (including direct ownership by one partnership of another), or (C)
more than 50% common ownership of the value of the outstanding stock of the corporation
or the capital interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other); and
(4) "sale date" means the date of execution of this Agreement by all parties.
4. The Official Statement.
(a) The Preliminary Official Statement of the City dated [POS DATE], 2023 relating
to the Series 2023 Bonds together with all appendices or exhibits, any materials incorporated by
reference therein and any amendments or supplements thereto (collectively, the "Preliminary
Official Statement") has been prepared by the City for use and distribution by the Underwriters in
connection with the public offering, sale and distribution of the Series 2023 Bonds. The City
hereby consents to and ratifies the use and distribution by the Underwriters of the Preliminary
Official Statement in connection with the public offering of the Series 2023 Bonds. The City
hereby represents and warrants that the Preliminary Official Statement is "deemed final" by the
City as of its date, except for the omission of such information which is dependent upon the final
pricing of the Series 2023 Bonds for completion, all as permitted to be excluded by Section (b)(1)
of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule").
(b) The City hereby authorizes and consents to the use of the Official Statement,
including any amendments or supplements thereto, by the Underwriters in connection with the
public offering and the sale of the Series 2023 Bonds. The City shall provide, or cause to be
provided, to the Underwriters as soon as practicable after the date of the City's acceptance of this
Agreement (but, in any event, not later than within seven business days after the City's acceptance
of this Agreement and in sufficient time to accompany any confirmation that requests payment
from any customer) copies of the Official Statement, including any amendments or supplements
thereto, which are complete as of the date of its delivery to the Underwriters in such quantity as
the Representative shall reasonably request in order for the Underwriters to comply with Section
(b)(4) of the Rule and the rules of the MSRB. The City hereby confirms that it agrees to the
distribution of the Official Statement in electronic form, including any amendments or
supplements thereto.
(c) If, after the date of this Agreement to and including the date the Underwriters are
no longer required to provide an Official Statement to potential customers and request the same
pursuant to the Rule (the earlier of (i) ninety (90) days from the "end of the underwriting period"
(as defined in the Rule) and (ii) the time when the Official Statement is available to any person
from the MSRB, but in no case less than twenty-five (25) days after the "end of the underwriting
period" for the Series 2023 Bonds), the City or the Representative becomes aware of any fact or
event which would cause the Official Statement, as then supplemented or amended, to contain any
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untrue statement of a material fact or to omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply
with law, the City or the Representative, as applicable, will notify the other party (and for the
purposes of this clause provide the City or the Representative, as applicable, with such information
as it may from time to time request), and if, in the opinion of the City or reasonable opinion of the
Representative, such fact or event requires preparation and publication of a supplement or
amendment to the Official Statement, the City will forthwith prepare and furnish (in a form and
manner approved by the Representative, the City, Bond Counsel, and Disclosure Counsel), at the
City's own expense (unless such misstatement or omission was contained in information provided
by the Underwriters, then at the Underwriters' expense), a reasonable number of copies of either
amendments or supplements to the Official Statement so that the statements in the Official
Statement as so amended and supplemented will comply with law or not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not
misleading. Unless otherwise notified in writing by the Representative on or prior to the Closing
Date, the City can assume that the "end of the underwriting period" for purposes of the Rule and
this Section is the Closing Date.
(d) The Representative hereby agrees to file, and the City authorizes the Representative
to file, the Official Statement, including any amendments or supplements thereto, as required by
the MSRB.
5. Representations, Warranties, and Covenants of the City. The City hereby
represents and warrants to and covenants with the Underwriters as follows; provided that with
respect to clauses (e)-(k), (n) and (r) below, such representations and warranties are made to the
best knowledge, information and belief of the City:
(a) The City is a municipal corporation of the State of Florida (the "State") duly
created, organized and existing under the Constitution of the State and applicable laws of the State
including, in particular Chapter 166, as amended, the City's Charter and other applicable
provisions of law (the "Act"), and has full legal right, power and authority under the Act, and at
the Closing Date will have full legal right, power and authority under the Act and the Resolution
(i) to adopt the Resolution and to enter into, execute and deliver this Agreement, the Paying Agent
and Bond Registrar Agreement (the "Paying Agent Agreement") by and between the City and
[ ], as the paying agent and bond registrar (the `Bank"), and the Disclosure
Dissemination Agent Agreement relating to the Series 2023 Bonds (the "Undertaking") by and
between the City and Digital Assurance Certification, L.L.C., as the disclosure dissemination
agent, and all documents required hereunder and thereunder to be executed and delivered by the
City (this Agreement, the Resolution, the Paying Agent Agreement, the Undertaking, and the other
documents referred to in this clause are hereinafter referred to as the "City Documents"), (ii) to
sell, issue and deliver the Series 2023 Bonds to the Underwriters as provided herein, and (iii) to
carry out and consummate the transactions contemplated by the City Documents and the Official
Statement, and as of the date hereof, the City has complied in all material respects with the terms
of the Act and the City Documents as they pertain to such transactions;
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(b) By all necessary official action of the City, prior to or concurrently with the
acceptance hereof, the City has duly authorized and approved (i) the issuance and sale of the Series
2023 Bonds, (ii) the distribution of the Preliminary Official Statement, and the execution, delivery,
and distribution of the Official Statement, including any amendments or supplements thereto, for
use by the Underwriters in connection with the public offering of the Series 2023 Bonds, (iii) the
approval, execution and delivery of, and the performance by the City of the obligations on its part,
contained in the Series 2023 Bonds and the City Documents, and (iv) the consummation by it of
all other transactions contemplated by the Official Statement, and the City Documents and any and
all such other agreements and documents as may be required to be executed, delivered and/or
received by the City in order to carry out, give effect to, and consummate the transactions
contemplated herein and in the Official Statement, in each case excepting any authorization that
cannot be obtained prior to or concurrently with the date of this Agreement;
(c) This Agreement constitutes a legal, valid and binding obligation of the City
enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws and principles of equity relating to or affecting the enforcement
of creditors' rights and subject to judicial discretion; the other City Documents, when executed by
the respective parties thereto, will constitute legal, valid and binding obligations of the City ,
enforceable in accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws and principles of equity relating to or affecting
the enforcement of creditors' rights and subject to judicial discretion; the Series 2023 Bonds, when
issued, delivered and paid for, in accordance with the Resolution and this Agreement, will
constitute legal, valid and binding obligations of the City entitled to the benefits of the Resolution
and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws and principles of equity relating to or affecting the enforcement
of creditors' rights and subject to judicial discretion; upon the issuance, authentication and delivery
of the Series 2023 Bonds as aforesaid, the Resolution will provide, for the benefit of the holders,
from time to time, of the Series 2023 Bonds, the legally valid and binding pledge of and lien it
purports to create as set forth in the Resolution;
(d) The City is lawfully empowered to pledge and grant a lien upon the Pledged Funds
(as defined in the Resolution) and, to covenant to budget and appropriate in its annual budget, by
amendment, if necessary, from Non -Ad Valorem Revenues (as defined in the Resolution) lawfully
available in each Fiscal Year, to the extent provided in the Resolution, amounts sufficient for the
payment of the principal of, redemption premium, if any, and interest on the Series 2023 Bonds
pursuant to the Resolution, as described in the Official Statement for the Series 2023 Bonds;
(e) Except as expressly disclosed in the Preliminary Official Statement and the Official
Statement, including any amendments or supplements thereto, the City is not in breach of or default
in any material respect under any applicable constitutional provision, law or administrative
regulation of the State or the United States or any applicable judgment or decree or any loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a
party or to which the City is or any of its property or assets are otherwise subject, and no event has
occurred and is continuing which constitutes or with the passage of time or the giving of notice,
or both, would constitute a default or event of default by the City under any of the foregoing; and
when executed by the respective parties hereto and thereto, the City reasonably expects as of the
date hereof that execution and delivery of the Series 2023 Bonds, the City Documents and the
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adoption of the Resolution and compliance with the provisions on the City's part contained therein,
will not conflict with or constitute a breach of or default under any constitutional provision,
administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
agreement or other instrument to which the City is a party or to which the City is or to which any
of its property or assets are otherwise subject nor will any such execution, delivery, adoption or
compliance result in the creation or imposition of any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any of the property or assets of the City to be pledged
to secure the Series 2023 Bonds or under the terms of any such law, regulation or instrument,
except as provided by the Series 2023 Bonds and the Resolution;
(f) Except as expressly disclosed in the Preliminary Official Statement and the Official
Statement, including any amendments or supplements thereto, the City has not in the prior five (5)
years failed to comply in any material respect with any prior continuing disclosure obligation for
any of its outstanding debt that was subject to the Rule at the time of issuance;
(g) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction of the
matter which are required for the due authorization of, which would constitute a condition
precedent to, or the absence of which would materially adversely affect the due performance by
the City of its obligations under the City Documents, and the Series 2023 Bonds have been duly
obtained, except for such approvals, consents and orders that may not be obtained until after the
date of this Agreement or as may be required under the Blue Sky or securities laws of any
jurisdiction in connection with the offering and sale of the Series 2023 Bonds;
(h) Except as expressly disclosed in the Preliminary Official Statement and the Official
Statement, including any amendments or supplements thereto, there is no, action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court, government agency, public
board or body, pending or, to the best knowledge of the City , threatened against the City,
contesting the right of the members or officials of the City to hold and exercise their respective
positions, the due organization and valid existence of the City, or affecting or seeking to prohibit,
restrain, limit, or enjoin the sale, issuance or delivery of the Series 2023 Bonds or the pledge of
the Pledged Funds or the financing of the Project pursuant to the Resolution or in any way
contesting or affecting the validity or enforceability of the Series 2023 Bonds, the City Documents,
or contesting in any way the completeness or accuracy of the Preliminary Official Statement or
the Official Statement, including any amendments or supplements thereto, or contesting the
powers of the City or the financing of the Project, the issuance of the Series 2023 Bonds, the
adoption of the Resolution or the execution and delivery of the City Documents, nor, to the best
knowledge of the City, is there any basis therefor, where in each such action, suit, proceeding,
inquiry or investigation an unfavorable decision, ruling or finding would materially adversely
affect the validity or enforceability of the Series 2023 Bonds, the City Documents, or the
excludability from gross income of interest on the Tax -Exempt Series 2023 Bonds for federal
income tax purposes;
(i) The Preliminary Official Statement (other than the information concerning DTC or
its book -entry system of registration, information provided by the Underwriters in the Section
entitled "UNDERWRITING" [and any information regarding the Bond Insurer or Bond Insurance
Policy (as such term is hereinafter defined]) does not as of its date contain any untrue statement of
10
a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading, except for "permitted omissions" as described in the Rule;
(j) At the time of the City's acceptance hereof and (unless the Official Statement is
amended or supplemented pursuant to paragraph (c) of Section 4 of this Agreement) at all times
subsequent thereto during the period up to and including the Closing Date, the Official Statement
(other than the information concerning DTC or its book -entry system of registration, information
provided by the Underwriters in the Section entitled "UNDERWRITING") will not contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading;
(k) If the Official Statement is supplemented or amended pursuant to paragraph (c) of
Section 4 of this Agreement, at the time of each supplement or amendment thereto and (unless
subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent
thereto during the period up to and including the Closing Date, the Official Statement as so
supplemented or amended (other than the information concerning DTC or its book -entry system
of registration and information provided by the Underwriters in the Section entitled
"UNDERWRITING") will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which made, not misleading;
(1) The City will apply, or cause to be applied, the proceeds from the sale of the Series
2023 Bonds as described in the Official Statement, subject to all of the terms and provisions of the
Resolution, and shall not knowingly take or omit to take any action that, under existing law, may
adversely affect the exclusion from gross income for federal income tax purposes, or the exemption
from any applicable state tax, of the interest on the Tax -Exempt Series 2023 Bonds;
(m) The City will furnish such information and execute such instruments and take such
action in cooperation with the Underwriters as the Representative may reasonably request: (i) to
(A) qualify the Series 2023 Bonds for offer and sale under the Blue Sky or other securities laws
and regulations of such states and other jurisdictions in the United States as the Representative
may designate, and (B) determine the eligibility of the Series 2023 Bonds for investment under the
laws of such states and other jurisdictions; and (ii) to continue such qualifications in effect so long
as required for the distribution of the Series 2023 Bonds (provided, however, that the City will not
be required to qualify as a foreign corporation or to file any general or special consents to service
of process under the laws of any jurisdiction, or comply with any other requirements reasonably
deemed by it to be unduly burdensome) and will advise the Representative promptly upon receipt
by the City of any notification with respect to the suspension of the qualification of the Series 2023
Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(n) The financial statements of the City for the Fiscal Year ended September 30, 2022
and other financial information regarding the City in the Preliminary Official Statement and the
Official Statement, including any amendments or supplements thereto, fairly present the financial
position and results of the City as of the dates and for the periods therein set forth in accordance
with generally accepted accounting principles as promulgated by the Governmental Accounting
11
Standards Board consistently applied, and since the dates thereof, there has been no material
adverse change in the financial position or results of operations of the City except as may be
expressly disclosed in the Preliminary Official Statement or the Official Statement, including any
amendments or supplements thereto;
(o) Prior to the Closing, the City will not offer or issue any bonds, notes or other
obligations for borrowed money or incur any material liabilities, direct or contingent, payable from
or secured by any of the Non -Ad Valorem Revenues without the prior written approval of the
Representative;
(p) Any certificate, signed by any official of the City authorized to do so in connection
with the transactions contemplated by this Agreement, shall be deemed a representation and
warranty by the City to the Underwriters as to the statements made therein;
(q) Except as expressly disclosed in the Official Statement, including any amendments
or supplements thereto, the City has not been in default as to principal or interest with respect to
an obligation issued or guaranteed by the City since December 31, 1975;
(r) Subsequent to the respective dates as of which information is given in the
Preliminary Official Statement and the Official Statement, including any amendments or
supplements thereto, and prior to the Closing Date, except as expressly set forth in or contemplated
by the Preliminary Official Statement and the Official Statement, including any amendments or
supplements thereto, unless consented to in writing by the Underwriters, (i) the City has not
incurred any material liabilities or obligations, direct or contingent, except in the ordinary course
of business and as budgeted, and has not entered into and will not have entered into any material
transaction not in the ordinary course of business and as budgeted, (ii) there has not been and will
not have been any material adverse change in the business or financial position or results of
operations of the City, (iii) no loss or damage (whether or not insured) to the property of the City
has been or will have been sustained which materially and adversely affects the operations of the
City, and (iv) no legal or governmental proceedings affecting the City or the transactions
contemplated by this Agreement have been or will have been instituted or threatened which is
material.
6. Closing.
(a) At 10:00 a.m. Eastern Daylight Time, on [CLOSING DATE], 2023, or at such other
time and date as shall have been mutually agreed upon by the City and the Representative (the
"Closing" or the "Closing Date"), the City will, subject to the terms and conditions hereof, deliver
the Series 2023 Bonds to the Underwriters as provided in (b) below, duly executed and
authenticated, together with the other documents hereinafter mentioned, and the Underwriters will,
subject to the terms and conditions hereof, accept such delivery and pay the purchase price of the
Series 2023 Bonds as set forth in Section 1 of this Agreement by a wire transfer payable in
immediately available funds to the order of the City. Payment for the Series 2023 Bonds as
aforesaid shall be made at the offices of City, or such other place as shall have been mutually
agreed upon by the City and the Representative.
12
(b) Delivery of the Series 2023 Bonds shall be made to DTC, New York, New York
through its FAST system of registration. The Series 2023 Bonds shall be delivered in definitive
fully registered form, bearing CUSIP numbers, with one Bond for each maturity of the Series 2023
Bonds, registered in the name of Cede & Co., all as provided in the Resolution, and shall be made
available to the Representative at least one (1) business day before the Closing for purposes of
inspection.
7. Closing Conditions. The Underwriters have entered into this Agreement in reliance
upon the representations, warranties and agreements of the City contained herein, and in reliance
upon the representations, warranties and agreements to be contained in the documents and
instruments to be delivered at the Closing and upon the performance by the City of its obligations
hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the
Underwriters' obligations under this Agreement to purchase, to accept delivery of and to pay for
the Series 2023 Bonds shall be conditioned upon the performance by the City of its obligations to
be performed hereunder and under such documents and instruments at or prior to the Closing, and
shall also be subject to the following additional conditions, including the delivery by the City of
such documents as are enumerated herein, in form and substance reasonably satisfactory to the
Representative:
(a) The representations and warranties of the City contained herein shall be true,
complete and correct on the date hereof and on and as of the date of the Closing, as if made on the
Closing Date;
(b) The City shall have performed and complied with all agreements and conditions
required by this Agreement to be performed or complied with by it prior to or at the Closing;
(c) At the time of the Closing, (i) the City Documents and the Series 2023 Bonds shall
be in full force and effect in the form heretofore approved by the Representative and shall not have
been amended, modified or supplemented, and the Official Statement shall not have been
supplemented or amended, except in any such case as may have been agreed to by the
Representative; (ii) all actions of the City required to be taken by the City shall be performed in
order for Bond Counsel and other counsel to deliver their respective opinions referred to hereafter;
(d) At or prior to the Closing, the Resolution shall have been duly adopted and in full
force and effect by the City and the City shall have duly executed and delivered the Series 2023
Bonds to the Registrar, and the Registrar shall have duly authenticated the Series 2023 Bonds;
(e) The City shall not have failed to pay principal or interest when due on any of its
outstanding obligations for borrowed money;
(f) All instruments and other documents to be executed, and all other legal matters in
connection with the transactions contemplated by this Agreement shall be reasonably satisfactory
in legal form and effect to the Representative; and
(g) At or prior to the Closing, the Underwriters shall have received copies of each of
the following documents:
13
(1) The Official Statement, and each supplement or amendment thereto, if any,
executed on behalf of the City by its City Manager, Chief Financial Officer, and the
Finance Director, or such other official as may have been authorized by the Resolution and
agreed to by the Representative, and the reports and audits referred to or appearing in the
Official Statement;
(2) The Resolution;
(3) Fully executed counterparts of the City Documents;
(4) A final approving opinion of Squire Patton Boggs (US) LLP ("Bond
Counsel"), with respect to the Series 2023 Bonds, dated the Closing Date, in substantially
the form attached to the Official Statement as Appendix D;
(5) A letter of Bond Counsel, addressed to the Underwriters and dated the
Closing Date, to the effect that their final approving opinion referred to in Section 7(g)(4)
hereof may be relied upon by the Underwriters to the same extent as if such opinion were
addressed to the Underwriters;
(6) A supplemental opinion of Bond Counsel, addressed to the Underwriters,
dated the Closing Date, substantially to the effect that:
(i) the statements contained in the Preliminary Official Statement and
the Official Statement under the sections "INTRODUCTION" (paragraphs three
through seven thereof), "DESCRIPTION OF THE SERIES 2023 BONDS" (except
for "Book -Entry Only System") and "SECURITY AND SOURCES OF
PAYMENT FOR THE SERIES 2023 BONDS" are accurate and insofar as such
statements purport to summarize certain provisions of the Resolution and the Series
2023 Bonds, such statements are accurate summaries of the provisions purported
to be summarized, and the information contained in the Official Statement under
the section captioned "TAX MATTERS" is accurate; and
(ii) the Series 2023 Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended, and the Resolution is
exempt from qualification under the Trust Indenture Act of 1939, as amended;
(7) An opinion of Bryant Miller Olive P.A., as Disclosure Counsel, dated the
Closing Date and addressed to the City, in substantially the form attached hereto as Exhibit
B, together with a reliance letter thereon addressed to the Underwriters;
(8) An opinion of the City Attorney, addressed to the City, Bond Counsel,
Disclosure Counsel and the Underwriters and dated the Closing Date, in substantially the
form attached hereto as Exhibit C;
(9) A certificate, dated the Closing Date, signed by the City Manager, the Chief
Financial Officer, the Finance Director of the City, or such other officials as authorized by
the Resolution and satisfactory to the Underwriters, and in form and substance satisfactory
to the Underwriters, to the effect that the information contained in the Preliminary Official
14
Statement and the Official Statement, including any amendments or supplements thereto
(other than the information concerning DTC or its book -entry system of registration and
information provided by the Underwriters in the Section entitled "UNDERWRITING") do
not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the
circumstances under which made, not misleading, and the representations and warranties
of the City contained herein are true and correct in all material respects on and as of the
Closing Date as if made on the Closing Date;
(10) A certificate of the City in form and substance satisfactory to Bond Counsel
and counsel to the Underwriters (i) setting forth the facts, estimates and circumstances in
existence on the Closing Date, which establish that the proceeds of the Tax -Exempt Series
2023 Bonds will not be used in a manner that would cause the Tax -Exempt Series 2023
Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue
Code of 1986, as amended (the "Code"), and any applicable regulations (whether final,
temporary or proposed), issued pursuant to the Code, and (ii) certifying that there are no
other facts, estimates or circumstances that would materially change the conclusions,
representations and expectations contained in such certificate;
(11) A certificate of an authorized representative of the Bank to the effect that
(i) the Bank is a national banking association duly organized, validly existing and in good
standing under the law of the United States of America and is duly authorized to exercise
trust powers in the State of Florida, (ii) the Bank has all requisite authority, power, licenses,
permits and franchises, and has full corporate power and legal authority to execute and
perform its functions under the Resolution and the Paying Agent Agreement, (iii) the
performance by the Bank of its functions under the Resolution and the Paying Agent
Agreement will not result in any violation of the Articles of Association or Bylaws of the
Bank, any court order to which the Bank is subject or any agreement, indenture or other
obligation or instrument to which the Bank is a party or by which the Bank is bound, and
no approval or other action by any governmental authority or agency having supervisory
authority over the Bank is required to be obtained by the Bank in order to perform its
functions under the Resolution and the Paying Agent Agreement, (iv) the Paying Agent
Agreement constitutes a valid and binding obligation of the Bank in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally and subject, as to enforceability, to general
principles of equity and (v) to the best of such authorized representative's knowledge, there
is no action, suit, proceeding or investigation at law or in equity before any court, public
board or body pending or, to his or her knowledge, threatened against or affecting the Bank
wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto
is likely to materially and adversely affect the ability of the Bank to perform its obligations
under the Resolution and the Paying Agent Agreement;
(12) A letter of Greenberg Traurig, P.A., counsel to the Underwriters dated the
Closing Date, in substantially the form attached hereto as Exhibit D;
(13) A copy of the signed letter of representations from the City to DTC;
15
(14) A certificate of the City Manager, the Chief Financial Officer, or the
Finance Director of the City deeming the Preliminary Official Statement and any
supplement or amendment thereto "final" as of its date for the purposes of the Rule;
(15) A letter of [Moody's Investor's Service] that the Series 2023 Bonds have
[an underlying] rating of "[ ]," and a letter of [Fitch Ratings] that the Series 2023 Bonds
have [an underlying] rating of "[ ]" and that all such ratings are in effect as of the
Closing Date [and a letter of the Insurer that the Series 2023 Bonds (maturing in the years
201 ]-20[ ]) (the "Insured Bonds") have an insured rating of "[ ]" by [S&P Global
Ratings] and that such rating is in effect as of the Closing Date];
(16) [A bond insurance policy issued by the Bond Insurer guaranteeing the
payment of principal of and interest on the Insured Bonds (the "Bond Insurance Policy"),
when due, in substantially the form attached to the Official Statement];
(17) [An opinion of counsel to the Bond Insurer addressed to the City and the
Underwriters, as to the enforceability of the Bond Insurance Policy];
(18) [A closing certificate of the Bond Insurer, satisfactory in form and substance
to the Representative, executed by an authorized officer of the Bond Insurer]; and
(19) Such additional legal opinions, certificates, instruments and other
documents as the Representative or counsel to the Underwriters, the City, Bond Counsel,
Disclosure Counsel, or the City's Financial Advisor may reasonably request to evidence
the truth and accuracy, as of the date hereof and as of the Closing Date, of the City's
representations and warranties contained herein and of the statements and information
contained in the Preliminary Official Statement and the Official Statement, including any
amendments or supplements thereto, and the due performance or satisfaction by the City
on or prior to the Closing Date of all the respective agreements then to be performed and
conditions then to be satisfied by the City.
[Additional closing deliverables may be added based on a more detailed review of the
Resolution and POS.]
If the City shall be unable to satisfy the conditions to the obligations of the Underwriters
to purchase, to accept delivery of and to pay for the Series 2023 Bonds contained in this
Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay
for the Series 2023 Bonds shall not be satisfied or shall be terminated for any reason permitted by
this Agreement, this Agreement shall terminate and neither the Underwriters, nor the City shall be
under any further obligation hereunder, except that the respective obligations of the City and the
Underwriters set forth in Section 1 (with respect to the return of the Good Faith Check only) and
8 hereof shall continue in full force and effect.
8. Termination. The Underwriters shall have the right to cancel their obligation to
purchase the Series 2023 Bonds if, between the date of this Agreement and the Closing by written
notice to the City if, in the sole and reasonable judgment of the Representative, any of the following
events shall occur on or after the date of this Agreement:
16
(a) the market price or marketability of the Series 2023 Bonds, or the ability of the
Underwriters to enforce contracts for the sale of the Series 2023 Bonds, shall be materially
adversely affected by any of the following events:
(i) legislation shall have been enacted by the Congress of the United States or
the legislature of the State or shall have been favorably reported out of committee of either
body or be pending in committee of either body, or shall have been recommended to the
Congress for passage by the President of the United States or a member of the President's
Cabinet, or a decision shall have been rendered by a court of the United States or the State
or the Tax Court of the United States, or a ruling, resolution, regulation or temporary
regulation, release or announcement shall have been made or shall have been proposed to
be made by the Treasury Department of the United States or the Internal Revenue Service,
or other federal or state authority with appropriate jurisdiction, with respect to federal or
state taxation upon interest received on obligations of the general character of the
Securities; or
(ii) there shall have occurred (1) an outbreak or escalation of hostilities or the
declaration by the United States of a national emergency or war, (2) any other calamity or
crisis in the financial markets of the United States or elsewhere, (3) the sovereign debt
rating of the United States is downgraded by any major credit rating agency or a payment
default occurs on United States Treasury obligations, or (4) a default with respect to the
debt obligations of, or the institution of proceedings under any federal bankruptcy laws by
or against, the State of Florida or the City; or
(iii) a general suspension of trading on the New York Stock Exchange or other
major exchange shall be in force, or minimum or maximum prices for trading shall have
been fixed and be in force, or maximum ranges for prices for securities shall have been
required and be in force on any such exchange, whether by virtue of determination by that
exchange or by order of the Securities and Exchange Commission
("SEC") or any other governmental authority having jurisdiction; or
(iv) legislation shall have been enacted by the Congress of the United States or
shall have been favorably reported out of committee or be pending in committee, or shall
have been recommended to the Congress for passage by the President of the United States
or a member of the President's Cabinet, or a decision by a court of the United States shall
be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the
SEC or other governmental agency having jurisdiction of the subject matter shall be made,
to the effect that any obligations of the general character of the Series 2023 Bonds, the
Resolution or the City Documents, or any comparable securities of the City, are not exempt
from the registration, qualification or other requirements of the Securities Act or the Trust
Indenture Act or otherwise, or would be in violation of any provision of the federal
securities laws; or
(v) except as disclosed in or contemplated by the Official Statement, as
amended or supplemented, any material adverse change in the financial affairs of the City
shall have occurred; or
17
(vi) any downward rating on securities of the City which are secured by a pledge
or application of the Non -Ad Valorem Revenues; or
(b) any event or circumstance shall exist that either makes untrue or incorrect any
statement of a material fact or information in the Official Statement (other than any statement
provided by the Underwriters in the section entitled, "UNDERWRITING") or is not reflected in
the Official Statement but should be reflected therein in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading and, in either such
event, the City refuses to permit the Official Statement to be supplemented to supply such
statement or information, or the effect of the Official Statement as so supplemented is to materially
adversely affect the market price or marketability of the Series 2023 Bonds or the ability of the
Underwriters to enforce contracts for the sale of the Series 2023 Bonds; or
(c) a general banking moratorium shall have been declared by federal or State
authorities having jurisdiction and be in force; or
(d) a material disruption in securities settlement, payment or clearance services
affecting the Series 2023 Bonds shall have occurred; or
(c) any new restriction on transactions in securities materially affecting the market for
securities (including the imposition of any limitation on interest rates) or the extension of credit
by, or a charge to the net capital requirements of, underwriters shall have been established by the
New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the
United States, or by Executive Order; or
(e) a decision by a court of the United States shall be rendered, or a stop order, release,
regulation or no -action letter by or on behalf of the SEC or any other governmental agency having
jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance,
offering or sale of the Series 2023 Bonds, including the underlying obligations as contemplated by
this Agreement or by the Official Statement, as amended or supplemented, or any document
relating to the issuance, offering or sale of the Series 2023 Bonds, is or would be in violation of
any provision of the federal securities laws at the Closing Date, including the Securities Act, the
Exchange Act and the Trust Indenture Act; or
(f) any state Blue Sky or securities commission or other governmental agency or body
shall have withheld registration, exemption or clearance of the offering of the Series 2023 Bonds
as described herein, or issued a stop order or similar ruling relating thereto; or
(g) the purchase of and payment for the Series 2023 Bonds by the Underwriters, or the
resale of the Series 2023 Bonds by the Underwriters, on the terms and conditions herein provided
shall be prohibited by any applicable law, governmental authority, board, agency or commission,
other than with respect to state Blue Sky laws.
Upon the occurrence of a Termination Event and the termination of this Agreement by the
Underwriters, all obligations of the City and the Underwriters under this Agreement shall
terminate, without further liability, except that: (i) the City, promptly shall return the Good Faith
Deposit to the Representative, in accordance with Section 1 of this Agreement, and (ii) the City
and the Underwriters shall pay their respective expenses as set forth in Section 9 below.
18
9. Expenses.
(a) The Underwriters shall be under no obligation to pay, and the City shall pay all
expenses incident to the performance of the City's obligations hereunder, including, but not limited
to (i) the cost of preparation and printing of the Series 2023 Bonds, the Preliminary Official
Statement and the Official Statement, including any amendments or supplements thereto, (ii) the
fees and disbursements of Bond Counsel, City Attorney, and Disclosure Counsel, if any; (iii) the
fees and disbursements of PFM Financial Advisors LLC (the "Financial Advisor"); (iv) the fees
and disbursements of any Registrar, Paying Agent or engineers, accountants, and other experts,
consultants or advisers retained by the City, if any; (v) all fees, [premiums] and expenses in
connection with obtaining bond ratings [and bond insurance]; and (vi) any expenses (included in
the expense component of the Underwriters' discount) incurred by the Underwriters on behalf of
the City's employees and representatives for: (a) normal travel costs, including reasonable
transportation and lodging; and (b) ordinary and reasonable meals hosted by the Underwriters that
are, in both cases, directly related to the offering contemplated by this Agreement.
(b) Except as provided for above, the Underwriters shall pay (i) the cost of preparation
and printing of this Agreement, or any Blue Sky Surveys; (ii) all advertising expenses in
connection with the public offering of the Series 2023 Bonds; and (iii) all other expenses incurred
by them in connection with the public offering of the Series 2023 Bonds, including the fees and
disbursements of counsel retained by the Underwriters. In the event that either party shall have
paid obligations of the other as set forth in this Section 9, adjustment shall be made at the time of
the Closing.
10. Notices. Any notice or other communication to be given to the City under this
Agreement may be given by delivering the same in writing to City of Miami, Florida, 444 S.W.
2nd Avenue, Miami, Florida 33130, to the attention of the Finance Director of the City, and any
notice or other communication to be given to the Underwriters under this Agreement may be given
by delivering the same in writing to Jefferies LLC, 200 S. Orange Avenue, Suite 1440, Orlando,
Florida 32801, Attention: Mr. Rawn N. Williams.
11. Parties in Interest. This Agreement may not be assigned by the City or the
Underwriters unless the City has provided prior written consent and only if legally permitted by
the City's procurement rules. This Agreement as heretofore specified shall constitute the entire
agreement between us and is made solely for the benefit of the City and the Underwriters
(including successors or assigns of the Underwriters, if any, as if prior written consent has been
provided in writing by the City and if legally permitted by the City's procurement rules) and no
other person shall acquire or have any right hereunder or by virtue hereof. All of the City's and
Underwriters' representations, warranties and agreements contained in this Agreement shall
remain operative and in full force and effect, regardless of (i) delivery of and payment for the
Series 2023 Bonds pursuant to this Agreement; and (ii) any termination of this Agreement.
12. Effectiveness. This Agreement shall become effective upon the acceptance hereof
by the City and shall be valid and enforceable at the time of such acceptance.
13. Choice of Law. This Agreement shall be governed by and construed in accordance
with the law of the State of Florida.
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14. Severability. If any provision of this Agreement shall be held or deemed to be or
shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any
Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or unenforceable in any other
case or circumstance, or of rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatever.
15. Business Day. For purposes of this Agreement, "business day" means any day on
which the New York Stock Exchange is open for trading.
16. Section Headings. Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Agreement and will not be used in the interpretation of any provisions of this Agreement.
17. Counterparts. This Agreement may be executed in several counterparts each of
which shall be regarded as an original (with the same effect as if the signatures thereto and hereto
were upon the same document) and all of which shall constitute one and the same document.
[Signature page to this Agreement immediately follows this page]
20
If you agree with the foregoing, please sign the Agreement and return it to the Underwriters.
This Agreement shall become a binding agreement between you and the Underwriters when at least
the counterpart of this letter shall have been signed by or on behalf of each of the parties hereto.
Respectfully submitted,
JEFFERIES LLC,
as Representative of the Underwriters
By:
Rawn N. Williams, Managing Director
S-2
ACCEPTANCE
ACCEPTED at [a.m./p.m.] Eastern Daylight Time this day of , 2023.
CITY OF NIIANII, FLORIDA
(SEAL) By:
Art Noriega V, City Manager
By:
Larry M. Spring, Jr., Chief Financial Officer
By:
Erica Paschal -Darling, Finance Director
ATTEST: APPROVED as to Insurance Requirements:
By: By:
Todd H. Hannon, City Clerk Anne -Marie Sharp, Risk Management
Director
Signature Page — Bond Purchase Agreement
S-2
SCHEDULE I
SPAR AMOUNT A]
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM REVENUE BONDS, SERIES 2023A
(NEW ADMINISTRATIVE BUILDING)
Maturity
Initial Rate Rate
Determination Interest Rate Determination Initial Interest
Date Mode Date Generally Payment Date
Optional Redemption ITo Be Confirmed]
The Series 2023A Bonds maturing on or prior to March 1, 201 ] are not redeemable prior
to their respective dates of maturity. The Series 2023A Bonds maturing on March 1, 201 ] are
subject to redemption at the option of the City on or after March 1, 201 ], in whole or in part at
any time, and if part, only in amounts such that the unredeemed portion of the Series 2023A Bonds
are in an Authorized Denomination, in such manner as shall be determined by the Bond Registrar,
at a redemption price equal to the par amount thereof plus accrued interest to the date fixed for
redemption.
Mandatory Sinking Fund Redemption iTo Be Confirmed]
Schedule I-1
$[PAR AMOUNT B]
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM REVENUE BONDS, SERIES 2023B
(NEW ADMINISTRATIVE BUILDING)
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,
YIELDS, AND PRICES
Maturity Principal
(March 1) Amount Interest Rate Yield Price
*Callable premium bonds. Yield calculated to first optional redemption date of
March 1, 201 ].
Optional Redemption [To Be Confirmed]
The Series 2023B Bonds maturing on or prior to March 1, 201 ] are not redeemable prior
to their respective dates of maturity. The Series 2023B Bonds maturing on March 1, 20F ] are
subject to redemption at the option of the City on or after March 1, 201 ], in whole or in part at
any time, and if part, only in amounts such that the unredeemed portion of the Series 2023B Bonds
are in an Authorized Denomination, in such manner as shall be determined by the Bond Registrar,
at a redemption price equal to the par amount thereof plus accrued interest to the date fixed for
redemption.
Schedule I-2
Mandatory Sinking Fund Redemption [To Be Confirmed]
The Series 2023B Bonds maturing on March 1, 20i 1 will be subject to mandatory
redemption prior to maturity, by lot, in such manner as the Bond Registrar may deem appropriate,
at a redemption price equal to par plus accrued interest to the redemption date, on March 1, 201 1
and on each March 1 thereafter, from moneys deposited in the Debt Service Account, in the
following Amortization Requirements in the years specified.
Due
(March 1)
*
*Final Maturity
Amortization Requirements
Schedule I-3
WAR AMOUNT Cl
CITY OF MIAMI, FLORIDA
TAXABLE SPECIAL OBLIGATION NON -AD VALOREM
REVENUE BONDS, SERIES 2023C
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,
YIELDS, AND PRICES
Maturity Principal
March 1) Amount Interest Rate Yield Price
*Callable premium bonds. Yield calculated to first optional redemption date of
March 1, 201 ].
Optional Redemption/Make Whole Optional Redemption [To Be Confirmed]
The Series 2023C Bonds maturing on or prior to March 1, 20[] are not redeemable prior
to their respective dates of maturity. The Series 2023C Bonds maturing on March 1, 201 ] are
subject to redemption at the option of the City on or after March 1, 201 ], in whole or in part at
any time, and if part, only in amounts such that the unredeemed portion of the Series 2023C Bonds
are in an Authorized Denomination, in such manner as shall be determined by the Bond Registrar,
at a redemption price equal to the par amount thereof plus accrued interest to the date fixed for
redemption.
Schedule I-4
Mandatory Sinking Fund Redemption [To Be Confirmed]
The Series 2023C Bonds maturing on March 1, 201 ] will be subject to mandatory
redemption prior to maturity, by lot, in such manner as the Bond Registrar may deem appropriate,
at a redemption price equal to par plus accrued interest to the redemption date, on March 1, 201 ]
and on each March 1 thereafter, from moneys deposited in the Debt Service Account, in the
following Amortization Requirements in the years specified.
Due
(March 1)
*Final Maturity
Amortization Requirements
Reserve Account Requirement for the Series 2023 Bonds [To Be Confirmed]
The Resolution requires the City to maintain on deposit in the Debt Service Reserve
Account an amount equal to the Reserve Account Requirement. [The Reserve Account
Requirement means, with respect to each series of Series 2023 Bonds, the amount to be determined
by the City Manager as the Reserve Account Requirement for such series of the Series 2023 Bonds
and set forth in the Bond Purchase Contract, which amount may be $0, subject to any restrictions
set forth in the Tax Compliance Certificate with respect to any Tax -Exempt Bonds.]
The Resolution requires the establishment of a Debt Service Reserve Account to be funded
in an amount equal to the Reserve Account Requirement. After the issuance of the Series 2023
Bonds the Debt Service Reserve Account will be fully funded in the amount of $[ ].
[Signature Page Follows]
Schedule I-5
Certification of the Pricing Provisions and Other Determinations
I, Art Noriega V, City Manager of the City of Miami, Florida do hereby certify that the
pricing provisions and other determinations contained in the Bond Purchase Agreement and in this
Schedule I have been approved in accordance with and in satisfaction of the provisions of the
Resolution.
CITY OF MIAMI, FLORIDA
a municipal corporation of the State of Florida
By:
Art Noriega V, City Manager
Signature Page — Schedule I
Schedule I-6
SCHEDULE II
DISCLOSURE STATEMENT AND TRUTH -IN -BONDING STATEMENT
[SALE DATE], 2023
Mayor and City Commission of
the City of Miami, Florida
Miami, Florida
Re: $[PAR AMOUNT A] Special Obligation Non -Ad Valorem Revenue
Bonds, Series 2023A (New Administrative Building)
$[PAR AMOUNT B] Special Obligation Non -Ad Valorem Revenue
Bonds, Series 2023B (New Administrative Building)
$[PAR AMOUNT C] Taxable Special Obligation Non -Ad Valorem
Revenue Bonds, Series 2023B (New Administrative Building)
Dear Mayor and Commission Members:
In connection with the proposed issuance by the City of Miami, Florida (the "City") of
$[PAR AMOUNT A] in aggregate principal amount of its Special Obligation Non -Ad Valorem
Revenue Bonds, Series 2023A (New Administrative Building) (the "Series 2023A Bonds"),
$[PAR AMOUNT B] in aggregate principal amount of its Special Obligation Non -Ad Valorem
Revenue Bonds, Series 2023B (New Administrative Building) (the "Series 2023B Bonds") and
$[PAR AMOUNT C] in aggregate principal amount of its Taxable Special Obligation Non -Ad
Valorem Revenue Bonds, Series 2023B (the "Series 2023C Bonds" and, together with the Series
2023A Bonds and the Series 2023B Bonds, the "Series 2023 Bonds"), Jefferies LLC, on behalf of
itself, BofA Securities, Inc., Estrada Hinojosa & Company, Inc., Siebert Williams Shank & Co.,
LLC and Wells Fargo Bank, N.A. (collectively, the "Underwriters") is underwriting a public
offering of the Series 2023 Bonds.
The purpose of the following six paragraphs of this letter is to furnish, pursuant to the
provisions of Section 218.385(6), Florida Statutes, as amended, certain information in respect of
the arrangements contemplated for the purchase and sale of the Series 2023 Bonds, as follows:
(a) The nature and estimated amount of expenses to be incurred by the Underwriters in
connection with the purchase and re -offering of the Series 2023 Bonds are set forth in Attachment
1 attached hereto.
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended,
connected with the sale and purchase of the Series 2023 Bonds.
Schedule II-1
(c) The underwriting spread, the difference between the price at which the Series 2023
Bonds will be initially offered by the Underwriters and the price to be paid to the City will be
$[ ] per $1,000 of Series 2023A Bonds issued, $[ ] per $1,000 of Series 2023B Bonds
issued and $[ ] per $1,000 of Series 2023C Bonds issued.
(d) As part of the estimated underwriting spread set forth in paragraph (c) above, the
Underwriters will charge a management fee of $0.00 per $1,000 of Series 2023 Bonds issued.
(e) No other fee, bonus or other compensation is estimated to be paid by the
Underwriters in connection with the issuance of the Series 2023 Bonds to any person not regularly
employed or retained by the Underwriters (including any "finder" as defined in Section
218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by
the Underwriters, as set forth in paragraph (a) above. The fees and expenses of Greenberg Traurig,
P.A., Underwriter's counsel, and all other expenses are being paid by the Underwriters.
(f)
The names and addresses of the Underwriters are:
Jefferies LLC
200 S. Orange Avenue, Suite 1440
Orlando, Florida 32801
BofA Securities, Inc.
250 S. Park Avenue, Suite 400
Winter Park, Florida 32789
Estrada Hinojosa & Company, Inc.
55 Merrick Way, Suite 216
Coral Gables, Florida 33134
Siebert Williams Shank & Co., LLC
1025 Connecticut Ave, NW, Suite 509
Washington, DC 20036
Wells Fargo Bank, N.A.
100 South Ashley Drive loth Floor
Tampa, FL 33602
The purpose of the following paragraphs is to furnish, pursuant to the provisions of
Sections 218.385(2) and (3), Florida Statutes, as amended, the truth -in -bonding statement required
thereby, as follows:
(a) The City is proposing to issue $[PAR AMOUNT A] of the Series 2023A Bonds for
the purpose of, together with other available moneys, (i) paying the costs of developing,
constructing and equipping a new City administration building, along with related parking and
other related improvements (including the payment of interest on the Series 2023 Bonds during
construction), (ii) [funding a deposit to the Debt Service Reserve Account or pay the premium for
a Reserve Account Insurance Policy], and (iii) paying certain costs of issuance of the Series 2023
Schedule II-2
Bonds[, including payment of a municipal bond insurance policy premium to [INSURER]. The
Series 2023A Bonds are expected to be repaid over a period of approximately [ ] years. At a
true interest cost of approximately [ ]%, total interest paid over the life of the Series
2023A Bonds will be $[ ].
(b) The City is proposing to issue $[PAR AMOUNT B] of the Series 2023B Bonds for
the purpose of, together with other available moneys, (i) paying the costs of developing,
constructing and equipping a new City administration building, along with related parking and
other related improvements (including the payment of interest on the Series 2023B Bonds during
construction), (ii) [funding a deposit to the Debt Service Reserve Account or pay the premium for
a Reserve Account Insurance Policy], and (iii) paying certain costs of issuance of the Series 2023B
Bonds[, including payment of a municipal bond insurance policy premium to [INSURER]. The
Series 2023B Bonds are expected to be repaid over a period of approximately [ ] years and
[ ] months. At a true interest cost of approximately [ ]%, total interest paid over the
life of the Series 2023B Bonds will be [ ].
(c) The City is proposing to issue $[PAR AMOUNT C] of the Series 2023C Bonds for
the purpose of, together with other available moneys, (i) paying the costs of the acquisition and
implementation of the Oracle Enterprise Resource Planning Cloud System, (ii) [funding a deposit
to the Debt Service Reserve Account or pay the premium for a Reserve Account Insurance Policy],
and (iii) paying certain costs of issuance of the Series 2023C Bonds[, including payment of a
municipal bond insurance policy premium to [INSURER]. The Series 2023C Bonds are expected
to be repaid over a period of approximately [ ] years and [ ] months. At a true interest cost
of approximately [ ]%, total interest paid over the life of the Series 2023C Bonds will
be [ ].
(d) The source of repayment or security of the Series 2023 Bonds is the Pledged Funds,
consisting of all moneys, securities and instruments held in the Funds and Accounts created and
established under the Resolution for the Series 2023 Bonds, including, solely to the extent provided
in the Resolution for the Series 2023 Bonds, the Non -Ad Valorem Revenues budgeted and
appropriated by the City in its annual budget and deposited into the Sinking Fund, as described in
the Official Statement for the Series 2023 Bonds. Authorizing this debt will result in an average
of $[ ] (average annual debt service) for the Series 2023A Bonds of such Non -Ad
Valorem Revenues not being available to finance other services of the City each year for
approximately [ ] years and [ ] months, an average of $[ ] (average annual debt
service) for the Series 2023B Bonds of such Non -Ad Valorem Revenues not being available to
finance other services of the City each year for approximately [ ] years and [ ] months and an
average of $[ ] (average annual debt service) for the Series 2023C Bonds of such Non -
Ad Valorem Revenues not being available to finance other services of the City each year for
approximately [ ] years and [ ] months.
[Signature Page Follows]
Schedule II-3
The foregoing is provided for information purposes only and shall not affect or control the
actual terms and conditions of the Series 2023 Bonds.
Very truly yours,
JEFFERIES LLC
as Representative of the Underwriters
Rawn N. Williams
Managing Director
Signature Page — Schedule II
Schedule II-4
ATTACHMENT 1
Underwriters' Estimated Expenses
Series 2023A Bonds
Amount $/1,000
Average Takedown
Underwriters' Counsel
CUSIP Fee
Day Loan
iPreo
iPreo Electronic Order Viewing
DTC
Out -of -Pocket Expenses
$
Total $
Series 2023B Bonds
Amount $/1,000
Average Takedown
Underwriters' Counsel
CUSIP Fee
Day Loan
iPreo
iPreo Electronic Order Viewing
DTC
Out -of -Pocket Expenses
$
Total $
Series 2023C Bonds
Amount $/1,000
Average Takedown
Underwriters' Counsel
CUSIP Fee
Day Loan
iPreo
iPreo Electronic Order Viewing
DTC
Out -of -Pocket Expenses
$
Total $
Schedule II-5
EXHIBIT A
FORM OF ISSUE PRICE CERTIFICATE
$[PAR AMOUNT A]
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM
REVENUE BONDS, SERIES 2023A
(NEW ADMINISTRATIVE BUILDING)
$[PAR AMOUNT B]
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM
REVENUE BONDS, SERIES 2023B
(NEW ADMINISTRATIVE BUILDING)
The undersigned, on behalf of Jefferies LLC (the "Representative"), on behalf of itself and
BofA Securities, Inc., Estrada Hinojosa & Company, Inc., Siebert Williams Shank & Co., LLC
and Wells Fargo Bank, N.A. (collectively, with the Representative, the "Underwriting Group") for
the bonds identified above (the "Issue"), issued by City of Miami, Florida (the "Issuer"), based on
its knowledge regarding the sale of the Issue, certifies as of this date as follows.
(1)
Issue Price.
[If the issue price is determined using only the general rule (actual sales of at least 10%) in
Regulations § 1.148-1(f)(2)(i):
(A) As of the date of this Certificate, for each Maturity of the Issue, the
first price at which at least 10% of such Maturity of the Issue was sold to the Public is the respective
price listed in the final Official Statement, dated [SALE DATE], 2023, for the Issue (the "Sale
Price" as applicable to respective Maturities). The aggregate of the Sale Prices of each Maturity
is $ (the "Issue Price").]
[If the issue price is determined using a combination of actual sales (Regulations § 1.148-
1(f)(2)(i)) and hold -the -offering -price (Regulations § 1.148-1(f)(2)(ii)):
(A) As of the date of this Certificate, for each Maturity listed on
Schedule I as the "General Rule Maturities," the first price at which at least 10% of such Maturity
was sold to the Public is the respective price listed in Schedule I (the "Sale Price" as applicable to
each Maturity of the General Rule Maturities).
(B) On or before the Sale Date, the Underwriting Group offered the
Maturities listed on Schedule I as the "Hold -the -Offering -Price Maturities" to the Public for
purchase at the respective initial offering prices listed in Schedule I (the "Initial Offering Prices"
as applicable to each Maturity of the Hold -the -Offering -Price Maturities). A copy of the pricing
wire or equivalent communication for the Issue is attached to this Certificate as Schedule II.
(C) As set forth in the Bond Purchase Agreement, dated [SALE DATE],
2023, between the Issuer and the members of the Underwriting Group, the members of the
Underwriting Group have agreed in writing that, (i) for each Maturity of the Hold -the -Offering -
Price Maturities, they would neither offer nor sell any portion of such Maturity to any person at a
price that is higher than the Initial Offering Price for such Maturity during the Holding Period for
such Maturity (the "hold -the -offering -price rule"), and (ii) any selling group agreement shall
contain the agreement of each dealer who is a member of the selling group, and any third -party
distribution agreement shall contain the agreement of each broker -dealer who is a party to the
third -party distribution agreement, to comply with the hold -the -offering -price rule. Pursuant to
A-1
such agreement, no Underwriter has offered or sold any Maturity of the Hold -the -Offering -Price
Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the
Issue during the Holding Period.
(D) The aggregate of the Sale Prices of the General Rule Maturities and
the Initial Offering Prices of the Hold -the -Offering -Price Maturities is $ (the "Issue
Price").]
[If the issue price is determined using only the hold -the -offering -price rule in Regulations §
1.148-1(f)(2)(ii):
(A) The Underwriting Group offered, on or before the Sale Date, each
Maturity of the Issue to the Public for purchase at the respective initial offering prices listed in the
final Official Statement, dated [SALE DATE], 2023, for the Issue (the "Initial Offering Prices").
A copy of the pricing wire or equivalent communication for the Issue is attached to this Certificate
as Schedule I. The aggregate of the Initial Offering Prices of each Maturity is $ (the
"Issue Price").
(B) As set forth in the Bond Purchase Agreement, dated [SALE DATE],
2023, between the Issuer and the members of the Underwriting Group, the members of the
Underwriting Group have agreed in writing that, (i) for each Maturity of the Issue, they would
neither offer nor sell any portion of such Maturity to any person at a price that is higher than the
Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -
the -offering -price rule"), and (ii) any selling group agreement shall contain the agreement of each
dealer who is a member of the selling group, and any third -party distribution agreement shall
contain the agreement of each broker -dealer who is a party to the third -party distribution
agreement, to comply with the hold -the -offering -price rule. Pursuant to such agreement, no
Underwriter has offered or sold any Maturity of the Issue at a price that is higher than the respective
Initial Offering Price for that Maturity of the Issue during the Holding Period.]
[(B), (E), or (C)] Definitions. [NOTE: If issue price is determined using only
the general rule (actual sales of 10%), delete the definitions of "Holding Period" and "Sale Date."]
["Holding Period" means, for each Hold -the -Offering -Price Maturity of the Issue,
the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business
day after the Sale Date ([SALE DATE], 2023), or (ii) the date on which the Underwriting Group
has sold at least 10% of such Maturity of the Issue to the Public at a price that is no higher than
the Initial Offering Price for such Maturity.]
"Maturity" means bonds of the Issue with the same credit and payment terms.
Bonds of the Issue with different maturity dates, or bonds of the Issue with the same maturity date
but different stated interest rates, are treated as separate Maturities.
"Public" means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term "related party" for purposes of this Certificate generally means any two or
more persons who have greater than 50 percent common ownership, directly or indirectly.
["Sale Date" means the first day on which there is a binding contract in writing for
the sale of a Maturity of the Issue. The Sale Date of the Issue is [SALE DATE], 2023.]
A-2
"Underwriter" means (i) any person that agrees pursuant to a written contract with
the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Issue to the Public, and (ii) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (i) of this paragraph to participate in the
initial sale of the Issue to the Public (including a member of a selling group or a party to a third -
party distribution agreement participating in the initial sale of the Issue to the Public).
All other capitalized terms not defined in this Certificate have the meaning set forth
in the Issuer's Tax Compliance Certificate or in Attachment A to it.
(2) Yield. The Yield on the Issue is %, being the discount rate that, when used
in computing the present worth of all payments of principal and interest to be paid on the Issue,
computed on the basis of a 360-day year and semi-annual compounding, produces an amount
equal to the Issue Price of the Issue as stated in paragraph (1) [and computed with the
adjustments stated in paragraphs (5) and (6)].
(3) Weighted Average Maturity. The weighted average maturity (defined below) of
the Issue is years. The weighted average maturity of an issue is equal to the sum
of the products of the issue price of each maturity of the issue and the number of years to the
maturity date of the respective maturity (taking into account mandatory but not optional
redemptions), divided by the issue price of the entire issue.
(4) Underwriter's Discount. The Underwriter's discount is $ , being the
amount by which the aggregate Issue Price (as set forth in paragraph (1)) exceeds the price paid
by Underwriting Group to the Issuer for the Issue.
[(5) Discount Maturities Subject to Mandatory Early Redemption. No Maturity
that is subject to mandatory early redemption has a stated redemption price that exceeds the Sale
Price or Initial Offering Price, as applicable, of such Maturity by more than one-fourth of 1%
multiplied by the product of its stated redemption price at maturity and the number of years to its
weighted average maturity date.]
[Or]
[(5) Discount Maturities Subject to Mandatory Early Redemption. The
stated redemption price at maturity of the Maturities that mature in the year[s] 20 , which
Maturities are the only Maturities of the Issue that are subject to mandatory early redemption
[revise as appropriate], exceeds the Sale Price or Initial Offering Price, as applicable, of such
Maturities by more than one-fourth of 1% multiplied by the product of the stated redemption price
at maturity and the number of years to the weighted average maturity date of such Maturities.
Accordingly, in computing the Yield on the Issue stated in paragraph (2), those Maturities were
treated as redeemed on each mandatory early redemption date at their present value rather than at
their stated principal amount.]
[(6) Premium Maturities Subject to Optional Redemption. No Maturity:
❑ Is subject to optional redemption within five years of the Issuance Date of the Issue.
❑ That is subject to optional redemption has an Initial Offering Price or Sale Price, as applicable,
that exceeds its stated redemption price at maturity by more than one-fourth of 1% multiplied
by the product of its stated redemption price at maturity and the number of complete years to
its first optional redemption date.]
A-3
[Or]
[(6) Premium Maturities Subject to Optional Redemption. The Maturities
that mature in the year[s] 20 are the only Maturities that are subject to optional redemption
before maturity and have an Initial Offering Price or Sale Price, as applicable, that exceeds their
stated redemption price at maturity by more than one fourth of 1% multiplied by the product of
their stated redemption price at maturity and the number of complete years to their first optional
redemption date. Accordingly, in computing the Yield on the Issue stated in paragraph (2), each
such Maturity was treated as retired on its optional redemption date or at maturity to result in the
lowest yield on that Maturity. No Maturity is subject to optional redemption within five years of
the Issuance Date of the Issue.]
[Or]
[(5) No Discount or Premium Maturities. No Maturity was sold at an original
issue discount or premium.]
[(6 or 7) No Stepped Coupon Maturities. No Maturity bears interest at an
increasing interest rate.]
A-4
The signer is an officer of the Representative and duly authorized to execute and deliver
this Certificate for itself and as representative of the Underwriting Group. The representations set
forth in this Certificate are limited to factual matters only. Nothing in this Certificate represents
the Representative's interpretation of any laws, including specifically Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The
undersigned understands that the foregoing information will be relied upon by the Issuer with
respect to certain of the representations set forth in the Tax Compliance Certificate and with respect
to compliance with the federal income tax rules affecting the Issue, and by Squire Patton Boggs
(US) LLP, as bond counsel, in connection with rendering its opinion that the interest on the Issue
is excluded from gross income for federal income tax purposes, the preparation of the Internal
Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer
from time to time relating to the Issue. Except as expressly set forth above, the certifications set
forth herein may not be relied upon or used by any third party or for any other purpose
Dated: [CLOSING DATE], 2023
JEFFERIES LLC,
for itself and as representative of BOFA
SECURITIES, INC., ESTRADA
HINOJOSA & COMPANY, INC., SIEBERT
WILLIAMS SHANK & CO., LLC, and
WELLS FARGO BANK, N.A.
By:
Rawn N. Williams
Managing Director
By:
Roy Carlberg
Title:
A-5
[NOTE: If the general rule is used for each Maturity (i.e., actual sales of at least 10% of each
Maturity), there is no schedule to attach if the initial offering prices set forth in the Official
Statement for the Issue are the first prices at which at least 10% of each Maturity is sold. Otherwise,
attach a schedule that shows the first price at which at least 10% of each Maturity was sold.]
[EITHER]
[If the issue price is determined using a combination of the general rule (actual sales) and
hold -the -offering -price rule:
SCHEDULE I
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES
(Attached)
[NOTE: With respect to each General Rule Maturity of the Issue whose Sale Price is not the Initial
Offering Price, Schedule I should include each such Maturity's (i) maturity date, (ii) principal
amount, (iii) coupon, and (iv) sale price (either as a stated amount, a percentage of a par, or as
based on the yield of the Maturity). With respect to each Hold -the -Offering -Price Maturity of the
Issue, each such Maturity should be referred to in Schedule I with reference to the final official
statement for the Issue. For example, "The Hold -the -Offering Price Maturities are those Maturities
of the Issue set forth on the [inside] cover of the final Official Statement, dated [SALE DATE],
2023, for the Issue that mature in the year[s] [ , , and ].,,i
SCHEDULE II
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)]
[OR]
[If the issue price is determined using only the hold -the -offering -price rule in Regulations §
1.148-1(f)(2)(ii):
SCHEDULE I
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
A-3
EXHIBIT B
Form of Disclosure Counsel Opinion
, 2023
City Commission of the
City of Miami, Florida
Miami, Florida
RE: $ City of Miami, Florida Special Obligation Non -Ad Valorem Bonds, Series
2023A (New Administrative Building)
$ City of Miami, Florida Special Obligation Non -Ad Valorem Bonds, Series
2023B (New Administrative Building)
$ City of Miami, Florida Taxable Special Obligation Non -Ad Valorem Bonds,
Series 2023C
Ladies and Gentlemen:
We have acted as Disclosure Counsel to the City of Miami, Florida (the "Issuer"), and not
to any other person, in connection with the issuance of the above -referenced bonds (the "Series
2023 Bonds"). In providing the statement of belief set forth in the third succeeding paragraph,
reference is made to the Official Statement, dated [SALE DATE], 2023 (the "Official Statement").
As Disclosure Counsel, we have reviewed the Official Statement and certain other documents
and have participated in conferences in which the contents of the Official Statement and other
matters were discussed.
The purpose of our professional engagement was not to establish or to confirm factual
matters set forth in the Official Statement, and we have not undertaken to verify independently
any of such factual matters. To the extent our statement of belief set forth in the second succeeding
paragraph relates to or is dependent upon the determination that (i) the proceedings and actions
relating to the authorization, execution, issuance, delivery, and sale of the Series 2023 Bonds are
lawful and valid under the Constitution and laws of the State of Florida Chapter 166, Part II,
Florida Statutes and the Charter of the Issuer, and other applicable provisions of law, and
pursuant to Resolution No. R- adopted by the City Commission of the Issuer on September
[28], 2023 (the "Resolution"), (ii) the Series 2023 Bonds are valid and legally binding obligations
of the Issuer enforceable in accordance with their terms, or (iii) interest on the Series 2023A Bonds
and 2023B Bonds is excluded from the gross income of the owners of the Series 2023 Bonds for
federal income tax purposes, or other tax consequences of owning the Series 2023 Bonds, we
understand that you are relying upon the opinions delivered to you on the date hereof of Victoria
Mendez, Esq., as Issuer's Counsel, and Squire Patton Boggs (US) LLP, as Bond Counsel, and, with
B-1
your permission, we have assumed the accuracy of such opinions, have made no independent
determination thereof, and no opinion is expressed herein as to such matters.
In requesting and accepting this letter, you recognize and acknowledge that: (i) the scope
of the activities performed by us described above were inherently limited and do not encompass
all activities that you may be responsible for undertaking in preparing the Official Statement; (ii)
such activities relied substantially on representations, warranties, certifications, and opinions
made by your representatives and others, and are otherwise subject to the matters set forth in this
letter; and (iii) while statements of negative assurance are customarily given to underwriters of
municipal securities to assist them in discharging their responsibilities under the federal
securities laws, the responsibilities of the issuer of such securities under those laws may differ
from those of underwriters in material respects, and this letter may not serve the same purpose
or provide the same utility to you as it would to an underwriter of the Series 2023 Bonds.
Subject to the foregoing and on the basis of the information we gained in the course of
performing the services referred to above, we confirm to you that no facts have come to the
attention of the attorneys in our firm rendering legal services in connection with this matter that
cause them to believe that the Official Statement as of its date or as of the date hereof, contains
any untrue statement of a material fact or omits 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; provided, however, we do not assume responsibility for the accuracy, completeness,
or fairness of the statements contained in the Official Statement (including any appendices,
schedules, and exhibits thereto), nor do we express any belief with respect to any demographic,
financial, statistical and operating data, and forecasts, projections, numbers, estimates,
assumptions, and expressions of opinion, and information concerning The Depository Trust
Company and the book -entry system for the Series 2023 Bonds contained or incorporated by
reference in the Official Statement (including any appendices, schedules, and exhibits thereto),
which we expressly exclude from the scope of this paragraph.
This letter is furnished by us solely for your benefit and may not be relied upon by any
other person or entity. We disclaim any obligation to supplement this letter to reflect any facts or
circumstances that may hereafter come to our attention or any changes in the law that may
hereafter occur.
Respectfully submitted,
BRYANT MILLER OLIVE P.A.
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EXHIBIT C
Form of Opinion of Counsel to the City
[CLOSING DATE], 2023
The Honorable Mayor and City Commissioners of the
City of Miami, Florida
Squire Patton Boggs (US) LLP
Tampa, Florida
Jefferies LLC, as the Representative
Orlando, Florida
[Insurer
New York, New York]
Re: $[PAR AMOUNT A] Special Obligation Non -Ad Valorem Revenue Bonds,
Series 2023A (New Administrative Building)
$[PAR AMOUNT B] Special Obligation Non -Ad Valorem Revenue Bonds,
Series 2023B (New Administrative Building)
$[PAR AMOUNT C] Taxable Special Obligation Non -Ad Valorem Revenue
Bonds, Series 2023C
Ladies and Gentlemen:
I am the City Attorney for the City of Miami, Florida (the "City") and have served
in such capacity since September, 2013. We are furnishing this opinion of Counsel to the City in
connection with the issuance by the City of its aggregate principal amount of $[PAR AMOUNT
A] Special Obligation Non -Ad Valorem Revenue Bonds, Series 2023 (New Administrative
Building), $[PAR AMOUNT B] Special Obligation Non -Ad Valorem Revenue Bonds, Series
2023 (New Administrative Building) and $[PAR AMOUNT C] Taxable Special Obligation Non -
Ad Valorem Revenue Bonds, Series 2023C (collectively, the "Series 2023 Bonds"). The Series
2023 Bonds are being issued by the City pursuant to and under the authority of the Constitution of
the State of Florida (the "State"); Chapter 166, Part II. Florida Statutes, as amended; the Laws of
the State, Ch. 30997 (1955) (the "Act"), the Charter of the City, as amended (the "Charter"); the
Code of the City, as amended (the "City Code"), and applicable City resolutions, including (a)
Resolution No. R-23-[ ], adopted by the City Commission of the City (the "City Commission")
on September [ ], 2023 (the "Resolution"). The City is issuing the Series 2023A Bonds for the
purpose of (i) paying the cost of developing, constructing and equipping a new City administration
building, along with related parking and other related improvements (including the payment of
interest on the Series 2023A Bonds during construction), (ii) [funding a deposit to the Debt Service
Reserve Account or paying the premium for a Reserve Account Insurance Policy], and (iii) paying
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certain costs of issuance of the Series 2023 Bonds[, including payment of a municipal bond
insurance policy premium to [ ] (the "Bond Insurer")]. The City is issuing the
Series 2023B Bonds for the purpose of (i) paying the cost of developing, constructing and
equipping a new City administration building, along with related parking and other related
improvements (including the payment of interest on the Series 2023B Bonds during construction),
(ii) [funding a deposit to the Debt Service Reserve Account or paying the premium for a Reserve
Account Insurance Policy], and (iii) paying certain costs of issuance of the Series 2023B Bonds[,
including payment of a municipal bond insurance policy premium to [ ] (the "Bond
Insurer")]. The City is issuing the Series 2023C Bonds for the purpose of (i) paying the cost of the
acquisition and implementation of the Oracle Enterprise Resource Planning Cloud System, (ii)
[funding a deposit to the Debt Service Reserve Account or paying the premium for a Reserve
Account Insurance Policy], and (iii) paying certain costs of issuance of the Series 2023 Bonds[,
including payment of a municipal bond insurance policy premium to [ ] (the "Bond
Insurer")], (b) the executing and delivering by the City of (t) a Bond Purchase Agreement, dated
as of [SALE DATE], 2023 (the "Bond Purchase Agreement") with Jefferies LLC, as the
representative (the "Representative") acting on its own behalf and on behalf of BofA Securities,
Inc., Estrada Hinojosa & Company, Inc., Siebert Williams Shank & Co., LLC and Wells Fargo
Bank, N.A. (collectively, the "Underwriters"), (r) a Paying Agent and Bond Registrar Agreement,
by and between the City and U.S. Bank Trust Company, National Association for registrations and
payments in connection with the Series 2023 Bonds ("Paying Agent Agreement"), (w) a
Disclosure Dissemination Agent Agreement, by and between the City and Digital Assurance
Certification, L.L.C., relating to the Series 2023 Bonds (the "Continuing Disclosure Agreement"),
(x) a Preliminary Official Statement of the City dated [POS DATE], 2023 (the "Preliminary
Official Statement"), (y) a final Official Statement of the City dated [SALE DATE], 2023 (the
"Official Statement") [, and (z) an agreement with the Bond Insurer related to the bond insurance
for certain designated maturities of the Series 2023 Bonds ("Bond Insurance Agreement")]. All
terms used herein in capitalized form and not otherwise defined herein shall have the meanings
ascribed thereto in the Resolution or the Bond Purchase Agreement.
In connection with this opinion, the Office of the City Attorney has examined such
documents, instruments, proceedings and public records of the City and made such inquiry of
officials of the City as deemed necessary to render the requested opinion. In such examination, we
have assumed the genuineness of all signatures on all documents (other than those of City
officials), the authenticity of all documents submitted to us as originals, and the legal capacity of
all natural persons executing documents, resolutions, certifications, reports and other items related
to the issuance of the Series 2023 Bonds and the financing of the Project.
Based on such participation, examination and matters of law as the Office of the City
Attorney has determined relevant for the purposes of rendering this opinion, in reliance upon the
advice and Opinions of Bond Counsel regarding federal and State tax matters, Disclosure Counsel
regarding federal and State securities laws, and in reliance upon the certificates of the
Representative, the Paying Agent's representatives, the Financial Advisor to the City, the Tax
Certificate, the Continuing Disclosure Agreement, [the Bond Insurer's representatives,] and other
certifications by City officials, and subject to the reservations set forth herein, I am of the opinion
that:
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1. The City is a municipal corporation, duly created and validly existing under the
Constitution and laws of the State and has full legal right, power and authority to adopt, authorize,
execute, deliver and perform its obligations under the Series 2023 Bonds, the Bond Purchase
Agreement, [the Bond Insurance Agreement,] the Paying Agent Agreement, the Preliminary
Official Statement, the Official Statement, and the Continuing Disclosure Agreement.
2. The City has duly adopted the Resolution and the City has duly authorized,
executed and delivered the Series 2023 Bonds, the Bond Purchase Agreement, [the Bond Insurance
Agreement,] the Paying Agent Agreement, the Preliminary Official Statement, the Official
Statement, and the Continuing Disclosure Agreement. The Series 2023 Bonds, the Bond Purchase
Agreement, [the Bond Insurance Agreement,] the Paying Agent Agreement, the Continuing
Disclosure Agreement, and the Resolution each constitute legal, binding and valid obligations of
the City, enforceable in accordance with their respective terms; provided, however, that the
enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general
principles of equity.
3. To the best of my knowledge, the adoption of the Resolution, and the authorization,
execution and delivery of the Series 2023 Bonds, the Bond Purchase Agreement, [the Bond
Insurance Agreement,] the Paying Agent Agreement, the Preliminary Official Statement, the
Official Statement, and the Continuing Disclosure Agreement, and compliance with the provisions
thereof, will not conflict with, or constitute a breach of or default under, any law, administrative
regulation, consent decree, ordinance, resolution, or any other agreement or other instrument as
the case may be, to which the City was or is subject in connection with the Series 2023 Bonds and
the Project, nor will such enactment, adoption, execution, delivery, authorization, or compliance
result in the creation or imposition of any lien, charge of other security interest, or encumbrance
of any nature whatsoever upon any of the property or assets of the City pledged to the repayment
of the Series 2023 Bonds, or under the terms of any law, administrative regulation, ordinance,
resolution or instrument to which the Series 2023 Bonds are subject, except as expressly provided
by the Resolution.
4. To the best of my knowledge, all approvals, consents, authorizations and orders of
any governmental authority or agency having jurisdiction in any matter which would constitute a
condition precedent to the respective performances by the City of its obligations under the
Resolution, the Series 2023 Bonds, the Bond Purchase Agreement, [the Bond Insurance
Agreement,] the Paying Agent Agreement, the Preliminary Official Statement, the Official
Statement, and the Continuing Disclosure Agreement have been obtained and are in full force and
effect, and the City has complied with all conditions precedent to the issuance of the Series 2023
Bonds in resolutions and the Resolution of the City.
5. The City is lawfully empowered to pledge the Pledged Funds for payment of the
principal of and interest on the Series 2023 Bonds in the manner and to the extent provided in the
Resolution, the Bond Purchase Agreement[, and the Bond Insurance Agreement].
6. To the best of my knowledge, there is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government agency, public board or body,
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pending or threatened against the City officials involved with the sale and issuance of the Series
2023 Bonds, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the
Series 2023 Bonds, the pledge of the Pledged Funds, or contesting or affecting as to the City, the
validity or enforceability in any respect of the Series 2023 Bonds, the Bond Purchase Agreement,
[the Bond Insurance Agreement], the Paying Agent Agreement, the Preliminary Official
Statement, the Official Statement, the Continuing Disclosure Agreement, and the Resolution, or
contesting the powers of the City and the City Commission, or any authority for the issuance of
the Series 2023 Bonds, the financing of the Project, the power to pledge the Pledged Funds, the
adoption of the Resolution, and the execution of the Bond Purchase Agreement, [the Bond
Insurance Agreement,] the Paying Agent Agreement, the Preliminary Official Statement, the
Official Statement, the Continuing Disclosure Agreement, or any other matter which may result in
any material adverse change in the business, properties, assets or financial condition of the City,
when taken as a whole, that would affect the City's ability to make payments under the Series 2023
Bonds and to finance the Project.
7. Based on the examination which I have caused to be made and the participation of
the City Attorney's Office at conferences at which the contents of the Preliminary Official
Statement and the Official Statement were discussed, I have no reason to believe that the
Preliminary Official Statement as of its date and the Official Statement as of its date and as of the
date hereof (other than the information concerning DTC or its book -entry system of registration[
information provided by the Insurer in the section entitled "BOND INSURANCE"] and
information provided by the Underwriters in the section entitled "UNDERWRITING") contain
any untrue statements of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading.
I am an attorney qualified to practice law only in the State of Florida and express no opinion
as to the laws of any other state (including any laws which may be applicable by virtue of the
application of the choice of law provisions under State law). No opinion is expressed herein as to
compliance with State or federal tax or securities laws. The foregoing opinions are subject to the
effect of, and restrictions and limitations imposed by or resulting from bankruptcy, insolvency,
debt adjustment, moratorium, reorganization or other similar laws affecting creditors' rights and
judicial discretion and the valid exercise of the sovereign police powers of the State and of the
constitutional power of the United States of America. This opinion should not be construed as
offering materials or an offering circular, prospectus, or official statement and is not intended in
any way to be a disclosure statement used in connection with the sale or delivery of the Series
2023 Bonds.
My opinions expressed herein are predicated upon present law (and interpretations
thereof), facts, and circumstances, and I assume no affirmative obligation to update the opinions
expressed herein if such laws (and interpretations thereof), facts, and circumstances change after
the date hereof.
No one, other than the specific addressees named above, is entitled to rely upon the
statements made and the conclusions expressed within this opinion.
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Very truly yours,
Victoria Mendez, Esq.
XEA
EXHIBIT D
Form of Opinion of Counsel to the Underwriters
[CLOSING DATE], 2023
Jefferies LLC
BofA Securities, Inc.
Estrada Hinojosa & Company, Inc.
Siebert Williams Shank & Co., LLC
Wells Fargo Bank, N.A.
c/o Jefferies LLC
200 S. Orange Ave., Suite 1440
Orlando, Florida 32801
Re: $[PAR AMOUNT A] Special Obligation Non -Ad Valorem Revenue Bonds, Series 2023A
(New Administrative Building) (the "Series 2023A Bonds")
$[PAR AMOUNT B] Special Obligation Non -Ad Valorem Revenue Bonds, Series 2023B
(New Administrative Building) (the "Series 2023B Bonds")
$[PAR AMOUNT C] Taxable Special Obligation Non -Ad Valorem Revenue Bonds,
Series 2023C
Ladies and Gentlemen:
We have served as underwriters' counsel in connection with the purchase for a bona fide
offering to the public of the above -captioned bonds (the "Bonds") from the City of Miami, Florida
(the "City"), pursuant to the terms of a Bond Purchase Agreement dated [SALE DATE], 2023 (the
"Purchase Contract"), between the City and Jefferies LLC, acting for itself and on behalf of BofA
Securities, Inc., Estrada Hinojosa & Company, Inc., Siebert Williams Shank & Co., LLC, and
Wells Fargo Bank, N.A. (collectively, the "Underwriters"). The Bonds are being issued and
secured pursuant to Resolution No. R-23-[ ], adopted by the City Commission of the City on
September [28], 2023 (the "Resolution"). Capitalized terms used herein and not otherwise defined
shall have the meanings given them in the Purchase Contract.
As your counsel, we have reviewed such proceedings, resolutions, documents, certificates
and questions of law as we have considered necessary to enable us to render this opinion. To the
extent that the opinions expressed herein relate to or are dependent upon the determination that the
proceedings and actions relating to the authorization, issuance and sale of the Bonds are lawful
and valid under the Laws of the State of Florida, and that the Bonds and the Resolution are valid
and legally binding obligations of the City or that interest on the Series 2023A Bonds and the
Series 2023B Bonds is excluded from gross income of the owners thereof for federal income tax
purposes, we understand that you are relying upon the opinion delivered on the date hereof of
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Squire Patton Boggs (US) LLP, as bond counsel, and the opinion of Victoria Mendez, Esq., as
City Attorney, and no opinion is expressed herein as to such matters.
Based upon the foregoing, and specifically subject to the qualifications set forth herein, we
are of the opinion that:
1. The Bonds are exempt from registration under the Securities Act of 1933, as
amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939,
as amended.
2. The undertaking of the City under the Disclosure Dissemination Agent Agreement
dated the date hereof relating to the Bonds (the "Disclosure Agreement"), complies in all material
respects with the applicable requirements of SEC Rule 15c2-12(b)(5); provided, however, no view
is expressed regarding the items comprising annual financial information and operating data for
purposes of [Section 3(i)] of the Disclosure Agreement.
Because the primary purpose of our professional engagement as your counsel was not to
independently establish factual matters and because of the wholly or partially nonlegal character
of many determinations involved in our review of the Preliminary Official Statement dated [POS
DATE], 2023 (the "Preliminary Official Statement") and the final Official Statement dated [SALE
DATE], 2023 (the "Official Statement"), each relating to the Bonds, we have not verified, are not
passing upon and do not assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Preliminary Official Statement or the Official Statement (including
the Appendices to each such document). However, based upon the information made available to
us in the course of our participation in the preparation of the Preliminary Official Statement and
the Official Statement, and without having undertaken to determine independently the accuracy,
completeness or fairness of the statements contained in the Preliminary Official Statement or the
Official Statement, nothing has come to our attention that would cause us to believe that the
Preliminary Official Statement, as of its date (other than omissions therefrom permitted by SEC
Rule 15c2-12, as to which we express no view) or the Official Statement, as of its date and as of
this date, contained or contains any untrue statement of a material fact or omitted or omits to state
a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. In rendering this opinion, we express no opinion with
respect to the information under the heading "TAX MATTERS," the information concerning The
Depository Trust Company, the book -entry -only system of registration or global clearance
procedures for the Bonds, or the financial, demographic or statistical data or projections or
estimates included in the Preliminary Official Statement or the Official Statement or in the
Appendices to each such document.
In rendering the foregoing opinions we have assumed the accuracy and truthfulness of all
public records and of all certifications, documents and other proceedings examined by us that have
been executed or certified by public officials acting within the scope of their official capacities and
have not verified the accuracy or truthfulness thereof. We have also assumed the genuineness of
the signatures appearing upon such public records, certifications, documents and proceedings.
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Our opinions expressed herein are predicated upon present laws, facts and circumstances,
and we assume no affirmative obligation to update the opinions expressed herein if such laws,
facts or circumstances change after the date hereof.
This opinion and the statements contained herein are solely for your information and are
not to be quoted in whole or in part or otherwise referred to, nor are they to be given to any
governmental agency or any other person without our prior written consent, except that a copy of
this opinion may be included in a transcript of the closing documents relating to the Bonds. No
one other than the Underwriters is entitled to rely upon the statements made or the conclusions
expressed within this opinion.
ACTIVE 688370445v4
Respectfully submitted,
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