HomeMy WebLinkAboutExhibit 1Exhibit "A"
Bond Purchase Agreement
F S t oym Pt -f, TfD I -T 5/' t t,
Akerman Senterflat
Draft October 13, 2009
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CITY OF MIAMI, FLORIDA
TAX-EXEMPT SPECIAL OBLIGATION PARKING REVENUE BONDS,
SERIES 2009A
(MARLINS STADIUM PROJECT)
CITY OF MIAMI, FLORIDA
TAXABLE SPECIAL OBLIGATION PARKING REVENUE BONDS,
SERIES 2009B
(MARLINS STADIUM PROJECT)
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION PARKING REVENUE BONDS,
SERIES. 2009C
(MARLIN STADIUM PROJECT)
PURCHASE CONTRACT
November , 2009
The City Commissioners
of the City of Miami, Florida
3500 Pan American Drive
Miami, Florida 33133
Ladies and Gentlemen:
1. Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Representative"), acting on
behalf of itself and RBC Capital Markets, Inc. (the "Co -Senior Manager"), Raymond James &
Associates, Inc., Morgan Keegan & Company, Inc. and Goldman Sachs & Co. (collectively, the "Co -
Managers," together with the Co -Senior Managers, the "Underwriters") offer to enter into the
following agreement (this "Purchase Contract") with the City of Miami, Florida (the "City"), which
upon the City's acceptance hereof will be binding upon the City and upon the Underwriters. This
offer is made subject to the City's acceptance by execution of this Purchase Contract and its delivery
of same to the Underwriters at or before 5:00 p.m., New York City time, today. The Representative
represents that it is authorized on behalf of itself and the other Underwriters to enter into this
Purchase Contract and to take any other actions which may be required on behalf of the other
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Underwriters. All capitalized terms not otherwise defined in this Purchase Contract shall have the
same meanings as set forth in the Resolution or the Official Statement as such terms are described
below.
2. Upon the terms and conditions and upon the basis of the representations, warranties,
covenants and agreements hereinafter set forth, the Underwriters hereby agree to purchase from the
City for offering to the public, and the City hereby agrees to sell and deliver to the Underwriters for
such purpose, all (but not less than all) of the aggregate principal amount of the City's Tax -Exempt
Special Obligation Parking Revenue Bonds, Series 2009A (Marlins Stadium Project) (the "Series
2009A Bonds"), Taxable Special Obligation Parking Revenue Bonds, Series 2009B (Marlins
Stadium Project) (the "Series 2009B Bonds") and Special Obligation Parking Revenue Bonds, Series
2009C (Marlins Stadium Project) (the "Series 2009C Bonds, together with the Series 2009A Bonds
and the Series 2009B Bonds, the "Series 2009 Bonds"). The Underwriters agree to pay to the City
for the purchase of the Series 2009 Bonds the aggregate purchase price of $ (the "Purchase
Price"), which is the sum of. (i) $ for the Series 2009A Bonds, calculated as $ face amount
of the Series 2009A Bonds, [plus/less net original issue premium/discount of $_ and less
Underwriters' discount of $_)]; (ii) $_ for the Series 2009B Bonds, calculated as $_ face
amount of the Series 2009B Bonds, [plus/less net original issue premium/discount of $_ and less
Underwriters' discount of $__)] and (iii) $_ for the Series 2009C Bonds, calculated as $_ face
amount of the Series 2009C Bonds, [plus/less net original issue premium/discount of $_ and less
Underwriters' discount of $__)]. Such purchase price shall be paid by the Underwriters to the City
on the Closing Date as described in Section 7 hereof.
3. The Series 2009 Bonds are being issued by the City pursuant to the Constitution and
laws of the State of Florida, including Chapter 166, Florida Statutes, Chapter 159, Part VII, Florida
Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to
Resolution No. R-09- adopted on October 22, 2009 (the "Resolution"). The Series 2009 Bonds
are being issued for the purpose of, together with other available moneys, (i) financing the cost of
construction of parking facilities, including but not limited to, surface lots and parking structures for
approximately 6,000 parking spaces located at the site of the Marlins Baseball Stadium (the
"Project"), (ii) [funding a deposit to the Reserve Fund,] [paying the cost of a Reserve Product] and
(iii) paying the costs of issuance of the Series 2009 Bonds. Payment of the principal of, premium, if
any, and interest on the Series 2009 Bonds shall be secured by a lien upon and pledge of the Pledged
Revenues and the Pledged Funds, all in the manner and to the extent described in the Resolution.
The Series 2009 Bonds shall be more fully described in the Preliminary Official Statement,
dated November—, 2009, relating to the Series 2009 Bonds. Such Preliminary Official Statement as
amended to delete preliminary language and reflect the final terms of the Series 2009 Bonds, and
with only such changes as shall be approved by the City and the Underwriters, and as amended and
supplemented prior to the Closing Date, is herein referred to as the "Official Statement." The Series
2009 Bonds shall mature, bear interest and be subject to redemption as set forth in Exhibit A
attached hereto, and have all such other terms and provisions, as set forth in the Resolution and as
described in the Official Statement.
4. Prior to the submission of the offer to purchase the Series 2009 Bonds pursuant to this
Purchase Contract, the Underwriters have provided the City all applicable disclosure information
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required by Section 218.385, Florida Statutes, a copy of which is attached as Exhibit B hereto, and
the City, by its acceptance hereof, accepts such disclosure and agrees that it does not require any
further disclosure from the Underwriters prior to the delivery of the Series 2009 Bonds with regard to
the matters set forth in such Section. The Underwriters agree to make a bona fide public offering of
all the Series 2009 Bonds at not in excess of the initial public offering prices (which may be
expressed in terms of yield), set forth in Exhibit A attached hereto. The Series 2009 Bonds may be
offered and sold to certain dealers (including the Underwriters and other dealers or institutions
depositing such Series 2009 Bonds into investment trusts) at a price or prices lower than such public
offering prices. The City covenants with the Underwriters to cooperate with it in qualifying the
Series 2009 Bonds for offer and sale under the securities or "Blue Sky" laws of such states as the
Underwriters may request; provided that in no event shall the City be obligated to take any action
which would subject it to general service of process in any state where it is not now so subject. In
accordance with Section 1.148(b) of the Regulations promulgated under the Internal Revenue Code
of 1986, as amended, the Underwriters agree to provide at the Closing a certificate stating the price at
which at least 10% of each maturity of the Series 2009 Bonds has been sold to the public.
Delivered herewith by the Representative on behalf of the Underwriters is a check payable to
the order of the City in an amount equal to $ (the "Good Faith Check"). If the City does
not accept the offer made hereby, the Good Faith Check shall be immediately returned to the
Underwriters. If the offer made hereby is so accepted, the City shall hold the Good Faith Check
uncashed until the Closing Date, as defined herein. In the event the Underwriters accept and pay for
the Series 2009 Bonds, as provided herein, the uncashed Good Faith Check shall be returned to the
Representative at the Closing.
In the event the City shall fail to deliver the Series 2009 Bonds at the Closing Date, or if the
City shall be unable at or prior to the Closing Date to satisfy the conditions to the obligations of the
Underwriters contained herein, or if the obligations of the Underwriters shall be terminated for any
reason permitted hereby, the Good Faith Check shall be returned immediately to the Representative
on behalf of the Underwriters on or prior to the Closing Date.
If the Underwriters shall fail (other than for a reason permitted hereby) to accept and pay for
the Series 2009 Bonds upon tender thereof by the City as provided herein, the Good Faith Check
shall be retained by the City as and for full liquidated damages for such failure and for any and all
defaults on the part of the Underwriters, and shall constitute a full release and discharge of all claims
and damages for such failure and for any and all such defaults.
The following statements are made in satisfaction of the requirements of Section 218.385(2)
and (3), Florida Statutes.
The City is proposing to issue the Series 2009 Bonds in the aggregate principal
amount of $ for the purpose of (i) funding the Project, and (ii) [funding a deposit
in the Reserve Fund] [paying the cost of a Reserve Product] and (iii) paying certain costs of
issuance of the Series 2009 Bonds. The Series 2009 Bonds are expected to be repaid over a
period of approximately_ years, at a true interest cost of approximately %, resulting
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in total interest payments in the amount of $ being made over the life of the
Series 2009 Bonds.
Payment of the principal of, premium, if any, and interest on the Series 2009 Bonds
shall be secured by a lien upon and pledge of the Pledged Revenues and the Pledged Funds,
all in the manner and to the extent described in the Resolution. Authorizing the Series 2009
Bonds will result in approximately $ (average annual debt service) of City's
moneys not being available to finance other services of the City each year over the next
approximately _ years.
5. Within seven business days of the acceptance hereof by the City, the City shall cause
to be delivered such reasonable number of copies of the final Official Statement as the Underwriters
shall request, which shall be sufficient in number to comply with paragraph (b)(4) of Rule 15c2-12
of the Securities and Exchange Commission (17 CFR § 240.15c2-12) under the Securities Exchange
Act of 1934 (the "Rule") and with Rules G-32 and G-36 and all other applicable rules of the
Municipal Securities Rulemaking Board (the "MSRB"). The City hereby authorizes the
Underwriters to use and distribute the Resolution and the Official Statement and the information
contained in each such document in connection with the public offering and the sale of the Series
2009 Bonds. The Underwriters agree that they will not confirm the sale of any Series 2009 Bonds
unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official
Statement pursuant to the rules of the MSRB.
6. The City represents, warrants, covenants and agrees with the Underwriters as of the
date hereof and as of the Closing Date, which representations and warranties shall survive the
Closing, that:
A. The City is a miunicipal corporation of the State of Florida duly organized and
existing pursuant to the Constitution, the Charter of the City, and laws of such State and is
authorized and empowered by law, including particularly the Act, to issue the Series 2009
Bonds and to use the moneys derived from the sale of the Series 2009 Bonds to fund the
Project; to adopt the Resolution; to accept this Purchase Contract; to issue, sell and deliver
the Series 2009 Bonds to the Underwriters as provided herein; to enter into the Interlocal
Agreement, dated July 1, 2009 relating to the distribution of the Convention Development
Tax revenues (the "Interlocal Agreement"); to collect and retain the Parking Revenues; to
impose and collect the Parking Surcharge included in the Pledged Revenues; to enter into
and perform its obligations under the City Parking Agreement; to pledge the Pledged Funds
in the manner and to the extent set forth in the Resolution; to execute and perform its
obligations under a Disclosure Dissemination Agent Agreement, the form of which is
attached to the Preliminary Official Statement as Appendix E (the "Disclosure Agreement");
and to carry out and consummate all other transactions contemplated by the Official
Statement and by each of the aforesaid documents, agreements and resolutions.
B. The City has duly authorized by all appropriate action, and complied with all
provisions of law with which compliance was required on or prior to the date hereof,
including the Act, with respect to, the acceptance of this Purchase Contract, the execution
and delivery of the Disclosure Agreement, the Interlocal Agreement and the City Parking
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Agreement, the adoption of the Resolution, the receipt of the Convention Development Tax,
the collection and retention of the Parking Revenues and the imposition and collection of the
Parking Surcharge included in the Pledged Revenues; the pledge of the Pledged Funds in the
manner and to the extent set forth in the Resolution and the sale, execution, issuance and
delivery of the Series 2009 Bonds. Each of the aforementioned agreements, ordinances,
resolutions and other instruments constitute valid and binding obligations of the City
enforceable against the City in accordance with their respective terms, subject to applicable
bankruptcy, insolvency and other laws affecting creditors' rights and remedies and to general
principles of equity.
C. When delivered to and paid by the Underwriters in accordance with the terns
of this Purchase Contract and the Resolution, the Series 2009 Bonds will have been duly and
validly authorized, executed, authenticated, issued and delivered and will constitute legal,
valid and binding limited obligations of the City enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights and
remedies and to general principles of equity, and will be entitled to the benefits of the
Resolution.
D. The City is not in [material] breach or default under any applicable
constitutional provision, law or administrative regulation of the State of Florida or the United
States or any applicable judgment or decree or any loan agreement, indenture, bond, note,
ordinance, resolution, agreement or other instrument to which the City is a party or to which
the City or any of the property or assets of the Proj ect 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 material default or event of default by the City under any
such instrument. The acceptance of this Purchase Contract, the execution and delivery of the
Series 2009 Bonds, the Disclosure Agreement and the City Parking Agreement, the adoption
of the Resolution, and compliance with the provisions thereof, do not and will not conflict
with, or constitute on the part of the City a material violation of, breach of or default under,
any indenture, mortgage, deed of trust, resolution, note agreement or other agreement or
instrument to which the City is a party or by which the City is bound, or, any constitutional
provision or statute of the State of Florida, any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the City or any of its activities or
properties; and all consents of any governmental authority of the State of Florida required in
connection with the issuance or sale of the Series 2009 Bonds by the City have been
obtained; provided, however, that no representation is made concerning compliance with the
Federal securities laws or the securities or "Blue Sky" laws of the various States.
E. Except as described in the Preliminary Official Statement and in the Official
Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court or governmental agency or body pending or, to the best of its
knowledge, threatened against or affecting the City, nor is there any basis therefor, wherein
an unfavorable decision, ruling or finding would materially adversely affect the transactions
contemplated by this Purchase Contract, the Resolution, the City Parking Agreement, the
Interlocal Agreement, and the Disclosure Agreement, or which, in anyway, would adversely
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affect the validity or enforceability of the Series 2009 Bonds, the Resolution, the City
Parking Agreement, the Interlocal Agreement, the Disclosure Agreement, or any agreement
or instrument to which the City is a party, used or contemplated for use in the consummation
of the transactions contemplated by this Purchase Contract, the City Parking Agreement, the
Interlocal Agreement, the Disclosure Agreement and the Resolution.
F. The City will not take or omit to take any action, which action or omission
will in any way cause the proceeds from the sale of the Series 2009 Bonds to be applied in a
manner contrary to that provided for in the Resolution and as described in the Official
Statement.
G. The Preliminary Official Statement as of the date thereof and the Official
Statement as of the date hereof (but in both instances not including information in such
documents under the heading "Description of the Series 2009 Bonds — Book -Entry Only
System") do not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. If, after the date of this Purchase Contract and until
the earlier of (i) ninety (90) days from the end of the "underwriting period" (as defined in
SEC Rule 15c2-12) or (ii) the time when the Official Statement is available to any person
from a nationally recognized repository, but in no case less than 25 days following the end of
the underwriting period, any event shall occur which might or would cause the Official
Statement, as then supplemented or amended, to contain any untrue statement of a material
fact or to omit to state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, the City shall notify the
Underwriters thereof, and, if in the opinion of the Underwriters, such event requires the
preparation and publication of a supplement or amendment to the Official Statement, the City
will at its own expense forthwith prepare and furnish to the Underwriters a sufficient number
of copies of an amendment of or supplement to the Official Statement (in form and substance
satisfactory to the Underwriters) which will supplement or amend the Official Statement so
that it will not contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances existing at
such time, not misleading.
H. Except as disclosed in the Preliminary Official Statement and in the Official
Statement, the City neither is nor has been in default any time after December 31, 1975, as to
principal or interest with respect to an obligation issued by the City.
I. The City has not been notified of any listing or proposed listing by the Internal
Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not
be relied upon.
J. As of its date, the Preliminary Oficial Statement was "deemed final" by the
City for purposes of SEC Rule 15c2 -12(b).
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K. The City has, in connection with previous issues of securities, undertaken in a
written certificate for the benefit of holders of such securities, to provide certain continuing
disclosure information in accordance with Rule 15c2 -12(b)(5) of the Securities and Exchange
Commission, and the City has complied with and is currently in compliance with each such
undertaking.
L. (i) The financial statements of the City and the other financial information
regarding the City in the Official Statement fairly present the financial position and results of
the operations of the City as of the dates and for the periods therein set forth; (ii) the audited
financial statements have been prepared in accordance with generally accepted accounting
principles consistently applied; (iii) the unaudited financial statements (if any) have been
prepared on a basis substantially consistent with the audited financial statements included in
the Official Statement and reflect all adjustments necessary to that effect; (iv) the other
financial information has been determined on a basis substantially consistent with that of the
City's audited financial statements included in the Official Statement; and (v) there has been
no material adverse change in the financial condition of the City since September 30, 2008,
except as specifically described in the Official Statement.
7. At 1:00 p.m., Eastern time, on November 2009 (the "Closing Date"), or at such
other time or on such earlier or later business day as shall have been mutually agreed upon by the
City and the Underwriters, the City will deliver, or cause to be delivered, through the DTC FAST
system to the Underwriters the Series 2009 Bonds, in fully registered book entry form, duly executed
and authenticated, at a place in Miami, Florida to be mutually agreed upon by the City and the
Underwriters. The City will deliver, or cause to be delivered, to the Underwriters at such time and
on such date and at a place to be mutually agreed upon by the City and the Underwriters, the closing
documents as provided and described in Section 8 of this Purchase Contract. Upon compliance with
all the terms and provisions and subject to the conditions hereof, the Underwriters will accept such
delivery and pay the purchase price of the Series 2009 Bonds as set forth in Section 2, in
immediately available funds to the order of the City; such delivery and payment is herein called the
"Closing." The Series 2009 Bonds will be delivered in book -entry -only form and registered in the
name of Cede & Co.
8. The Underwriters have entered into this Purchase Contract in reliance upon the
representations, warranties, covenants and agreements of the City contained herein and 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 Closing.
Accordingly, the obligation of the Underwriters under this Purchase Contract to purchase and pay for
the Series 2009 Bonds shall be subject to the performance by the City of such obligations at or prior
to the Closing, and the obligations hereunder of each party hereto shall be subject (i) to the
performance by the City of the obligations to be performed at or prior to Closing, (ii) to the accuracy
in all material respects of such representations, warranties, covenants and agreements as of the date
hereof and as of the date of Closing and (iii) to the following conditions:
A. At the time of the Closing, the Disclosure Agreement shall have been duly
executed and delivered by the respective parties thereto in substantially the same form as
have been previously delivered to the Underwriters on the date hereof, shall be in full force
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and effect and shall not have been amended, modified or supplemented except as may have
been agreed to in writing by the Underwriters; the Purchase Contract and the Resolution shall
not have been amended, modified or supplemented, except as may have been agreed to in
writing by the Underwriters; and the Official Statement shall not have been supplemented or
amended, except in any such case as may have been agreed to in writing by the Underwriters.
B. At the time of the Closing, all required official action of the City relating to
the authorization, sale and issuance of the Series 2009 Bonds and the transactions
contemplated thereby and hereby required to be taken by the City on or prior to the date
thereof shall be in full force and effect and shall not have been amended, modified or
supplemented, except as may have been agreed to in writing by the Underwriters.
C. At the time of the Closing, the Series 2009 Bonds shall have been duly
executed and authenticated in accordance with the provisions of the Resolution.
D. At the time of the Closing, the Series 2009 Bonds will be rated "_" by
Moody's Investors Service ("Moody's'), ","by Standard & Poor's Ratings Group ("S&P"),
and "_" by Fitch Ratings ("Fitch").
E. At the time of the Closing, there shall not have occurred any change or any
development involving a prospective change, in the status of the condition, financial or
otherwise, or in the earnings or operations of the City, from that set forth in the Official
Statement that in the judgment of the Representative, is material and adverse and that makes
it, in the judgment of the Representative, impracticable or inadvisable to proceed with the
offer, sale or delivery of the Series 2009 Bonds on the terms and in the manner contemplated
in the Official Statement.
F. At or prior to the Closing, the Underwriters shall receive the following
documents, all in form reasonably acceptable to the Underwriters:
(i) The Official Statement of the City executed by the City Manager;
(ii) A copy of the Resolution, certified as of the date of the Closing by the
City Clerk as having been duly adopted by the City Commission and as being in full
force and effect and not having been amended, modified or supplemented, except as
may have been agreed to in writing by the Underwriters;
(iii) The approving opinion of Bryant Miller Olive, P.A., Miami, Florida,
Bond Counsel, dated the date of the Closing substantially in the form attached as
Appendix E to the Official Statement, dated the date of the Closing addressed (or a
separate "reliance letter" addressed) to the City and the Underwriters;
(iv) The supplemental opinion of Bryant Miller Olive, P.A., Miami,
Florida, Bond Counsel dated the date of the Closing substantially in the form of
Exhibit C attached hereto;
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(v) The opinion of Julie O. Bru, Esq., City Attorney, dated the date of the
Closing, substantially in the form of Exhibit D attached hereto;
(vi) An opinion of Squire, Sanders & Dempsey L.L.P., Miami, Florida,
Disclosure Counsel, addressed to the City and the Underwriters, and dated the date of
Closing, to the effect that (A) with respect to the information in the Official
Statement and based upon said firms' participation in the preparation and review of
the Official Statement as special disclosure counsel and without having undertaken to
determine independently the accuracy or completeness of the contents of the Official
Statement, nothing has come to the attention of said firm that would cause it to
believe that the Official Statement (except for the financial and statistical data
contained therein and information relating to the book -entry -only registration system,
as to which no opinion need be expressed) contains an untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading;
[and (B) the Continuing Disclosure Agreement satisfies the requirements under Rule
15c2-12 for an undertaking to provide certain annual financial information and event
notices to various repositories as required by such Rule.]
(vii) an opinion of Akerman Senterfitt, Miami, Florida counsel to the
Underwriters, dated the date of the Closing, in form and substance satisfactory to the
Underwriters.
(viii) A certificate dated the date of Closing ofthe Mayor and City Manager
to the effect that:
(a) as of such date, except as disclosed in the Official Statement,
no litigation is pending or, to their knowledge, threatened in any court (1)
challenging the creation, organization or existence of the City, or (2) seeking
to restrain or enjoin the issuance or delivery of any of the Series 2009 Bonds,
or the collection or distribution of revenues or other moneys pledged to pay
the principal of and interest on the Series 2009 Bonds, or in any way
contesting or affecting the validity of the Series 2009 Bonds, the Resolution
or the pledge of the Pledged Funds, or contesting the powers of the City to
issue the Series 2009 Bonds, to adopt the Resolution, or (3) in any way
contesting or affecting the validity of this Purchase Contract, the Disclosure
Agreement or the Resolution; provided, the Underwriters may in their sole
discretion accept the opinion of the City Attorney or Bond Counsel in lieu of
the certifications required by clauses (1), (2) and (3), in each case, acceptable
in form and substance satisfactory to the Underwriters, that in the opinion of
the Underwriters, all issues raised in any related or threatened litigation are
without substance or the contentions of any plaintiffs therein are without
merit; and
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(b) (1) the representations, warranties, covenants and agreements
of the City contained herein are true and correct in all material respects on
and as of the date of the Closing as if made on the date of the Closing; and (2)
no event affecting the City has occurred since the date of the Official
Statement which has not been disclosed therein and which should be
disclosed in the Official Statement for the purpose for which it is to be used
or which it is necessary to disclose therein in order to make the statements
and information therein, in light of the circumstances under which they were
made, not misleading in any material respect;
(ix) A copy of a transcript of all proceedings relating to the authorization,
sale and issuance of the Series 2009 Bonds, including, among other documents,
copies of the Resolution and this Purchase Contract;
(x) A certified copy of the City Parking Agreement;
(xi) A certified copy of the Interlocal Agreement;
(xii) An executed Disclosure Agreement of the City, substantially in the
form provided therefor in Appendix E to the Official Statement and meeting the
requirements of Section (b)(5) of SEC Rule 15c2-12; and
(xiii) Such additional legal opinions, certificates instruments and other
documents as the Underwriters may reasonably request.
If the obligations of the Underwriters shall be terminated for any reason permitted by this
Purchase Contract, this Purchase Contract shall terminate and the Underwriters shall be under no
further obligation hereunder, except as set forth in Section 10 hereof.
9. The Underwriters may terminate this Purchase Contract by notifying the City of their
election to do so if, after its execution and prior to the Closing any of the following have occurred:
A. Legislation enacted by the Congress or recommended to the Congress for
passage by the President of the United States, or favorably reported for passage to either
House of the Congress by any committee of such House to which such legislation has been
referred for consideration, or a decision rendered by a court established under Article III of
the Constitution of the United States or by the Tax Court of the United States, or an order,
ruling, regulation (final, temporary or proposed) or official statement or pronouncement
issued or made:
(i) By or on behalf of the Treasury Department of the United States or the
Internal Revenue Service or other governmental agency having jurisdiction over the
subject matter, with the purpose or effect, directly or indirectly, of imposing federal
income taxation upon such revenues as would be received by the City or the Paying
Agent or upon such interest as would be received by the owners of the Series 2009
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Bonds or which would have the effect of changing, directly or indirectly, the federal
income tax consequences with respect to the owners of the Series 2009 Bonds; or
(ii) By or on behalf of the Securities and Exchange Commission, or any
other governmental agency having jurisdiction of the subject matter, to the effect that
obligations of the general character of the Series 2009 Bonds, including any or all
underlying security, are not exempt from registration under the Securities Act of
1933, as amended, or that the Resolution is not exempt from qualification under the
Trust Indenture Act of 1939, as amended, the effect of which, in the judgment of the
Representative, would make it impracticable or inadvisable to proceed with the offer,
sale or delivery of the Bonds on the terms and in the manner contemplated in the
Official Statement.
B. The occurrence of any new outbreak of hostilities or any national, or any
material adverse change in financial markets, or international calamity or crises, including a
financial crises, or any escalation of activities involving the military forces of the United
States, the effect of which, in the judgment of the Representative, would make it
impracticable or inadvisable to proceed with the offer, sale or delivery of the Series 2009
Bonds on the terms and in the manner contemplated in the Official Statement (it being agreed
to by the parties hereto that no such hostilities, calamity or crisis was occurring as of the date
hereof which had a material effect upon the marketability of the Series 2009 Bonds).
C. The declaration of a general banking moratorium by federal, New York or
Florida authorities, or the general suspension of or material limitation on trading on the New
York Stock Exchange.
D. The imposition by the New York Stock Exchange or any governmental
authority of any material restrictions not now in force with respect to the Series 2009 Bonds
or obligations of the general character of the Series 2009 Bonds or securities generally, or the
material increase of any such restrictions now in force, including those relating to the
extension of credit by, or the charge to the net capital requirements of, underwriters.
E. An order, decree or injunction of any court of competent jurisdiction, or order,
ruling, regulation or official statement by the Securities and Exchange Commission, or any
other governmental agency having jurisdiction of the subject matter, issued or made to the
effect that the issuance, offering or sale of obligations of the general character of the Series
2009 Bonds or the issuance, offering or sale of the Series 2009 Bonds, including any
underlying obligations, as contemplated hereby or by the Official Statement, is or would be
in violation of the federal securities laws as amended and then in effect.
F. The President of the United States, the Office of Management and Budget, the
Department of Treasury, the Internal Revenue Service or any other governmental body,
department, agency or commission of the United States or the State of Florida shall take or
propose to take any action or implement or propose regulations, rules or legislation which, in
the reasonable judgment of the Underwriters, would make it impracticable or inadvisable to
{JA486100;4}
11
proceed with the offer, sale or delivery of the Series 2009 Bonds on the terms and in the
manner contemplated in the Official Statement or causes the Official Statement to contain an
untrue statement of a material fact or to omit to state a material fact which is necessary in
order to make the statements therein, in light of the circumstances under which they are
made, not misleading in any material respect.
G. Any executive order shall be announced, or any legislation, ordinance, rule or
regulation shall be proposed by or introduced in, or be enacted by any governmental body,
department, agency or commission of the United States or the State of Florida or the State of
New York, having jurisdiction over the subject matter, or a decision by any court of
competent jurisdiction within the United States or within the State of Florida or the State of
New York shall be rendered which, in the reasonable judgment of the Underwriters, would
make it impracticable or inadvisable to proceed with the offer, sale or delivery of the Series
2009 Bonds on the terms and in the manner contemplated in the Official Statement or causes
the Official Statement to be misleading in any material respect.
H. Any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriters, makes untrue in any material respect any statement
or information contained in the Official Statement, or has the effect that the Official
Statement contains any untrue statement of a material fact or omits 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.
I. Any fact or event shall exist or have existed that, in the Representative's
judgment, requires or has required an amendment of or supplement to the Official Statement.
J. There shall have occurred, after the signing hereof, either a financial crisis or
a default with respect to the debt obligations of the City or any agency or political
subdivision thereof or proceedings under the bankruptcy laws of the United States or the
State of Florida shall have been instituted by the City or any agency or political subdivision,
in either case the effect of which, in the reasonable judgment of the Representative, is such as
to materially and adversely affect the market price or the marketability of the Series 2009
Bonds or the ability of the Underwriters to enforce contracts of the sale of the Series 2009
Bonds.
10. From Series 2009 Bond proceeds, the City will pay all costs of issuance of the Series
2009 Bonds including, but not limited to (a) the cost of preparation, posting, printing and delivery of
the Official Statement, including the number of copies the Representative deems reasonable; (b) any
cost of preparation of the Series 2009 Bonds; (c) the fees and disbursements of Bond Counsel and
Disclosure Counsel; (d) the fees and disbursements of any accountants, consultants, financial
advisors or additional legal counsel retained in connection with the issuance of the Series 2009
Bonds; (e) fees for bond ratings and credit enhancement, if any; (f) the expenses of travel, meals, and
lodging for City representatives to attend conferences with the rating agencies, investor meetings,
and pricing meetings relating to the issuance of the Series 2009 Bonds; (g) all advertising expenses
{JA486100;4}
12
in connection with the public offering of the Series 2009 Bonds; (h) CUSIP Service Bureau charges;
and (i) all out-of-pocket and computer costs associated with the issuance of the Series 2009 Bonds.
The Underwriters shall pay (i) the costs of preparation and printing of this Purchase Contract
and the Blue Sky Survey, if any; (ii) all advertising expenses in connection with the public offering
of the Series 2009 Bonds; and (iii) all other expenses incurred by them in connection with the public
offering of the Series 2009 Bonds, including the fees and disbursements of Counsel to the
Underwriters.
If this Purchase Contract shall be terminated by the Representative because of any failure or
refusal on the part of the City to comply with the terms or to fulfill any of the conditions of this
Purchase Contract, or if for any reason the City shall be unable to perform its obligations under this
Purchase Contract, the City will reimburse the Representative for all out-of-pocket expenses
(including the fees and disbursements of their counsel) reasonably incurred by the Representative in
connection with this Purchase Contract or the offering contemplated hereunder.
11. Any notice or other communication to be given to the City under this Purchase
Contract may be given by delivering the same in writing in person or by certified or registered mail,
return receipt requested, at its address set forth above, addressed Attention: Finance Director. Any
notice or other communication to be given to the Underwriters under this Purchase Contract maybe
given by delivering the same in person, or by certified or registered mail, return receipt requested, to
Merrill Lynch, Pierce Fenner & Smith Incorporated, 300 South Orange Avenue, Suite 800, Orlando,
Florida 32801, Attention: Rawn N. Williams. All notices or communications hereunder by any
party shall be given and served upon each other party.
12. The City acknowledges that in connection with the offering of the Series 2009 Bonds:
(a) the Representative has acted at arms length, is not an agent of, and owes no fiduciary duties to,
the City or any other person, (b) the Representative owes the City only those duties and obligations
set forth in this Purchase Contract and (c) the Representative may have interests that differ from
those of the Issuer. The City waives to the full extent permitted by applicable law any claims it may
have against the Representative arising from an alleged breach of fiduciary duty in connection with.
the offering of the Series 2009 Bonds.
13. This Purchase Contract shall constitute the entire agreement between the City and the
Underwriters and is made solely for the benefit of the City and the Underwriters. No other person
shall acquire or have any rights hereunder or by virtue hereof. All representations, warranties,
covenants and agreements of the City in this Purchase Contract shall remain operative and in full
force and effect, regardless of (a) any investigation made by or on behalf of the Underwriters, and (b)
the delivery of any payment for the Series 2009 Bonds hereunder.
14. This Purchase Contract maybe amended onlyby an agreement in writing between the
City and the Underwriters.
15. The validity, interpretation and performance of this Purchase Contract shall be
governed by the laws of the State of Florida.
{JA486100;4)
13
16. This Purchase Contract may be executed in any number of counterparts, each of
which so executed and delivered shall constitute an original and all together shall constitute but one
and the same instrument.
[Signatures on following pages]
{JA486100;4}
14
[Signature page for Underwriter Representative to Purchase Contract relating to
The City of Miami, Florida Special Obligation Parking Revenue Bonds, Series 2009
(Marlins Stadium Project)]
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED as Representative of
the Underwriters
Rawn N. Williams
Director
{JA486100;4}
15
[Signature page for the City to Purchase Contract relating to
The City of Miami, Florida Special Obligation Parking Revenue Bonds, Series 2009
(Marlins Stadium Project)]
Accepted this th day of November, 2009 by and on behalf of the City of Miami, Florida, pursuant
to the provisions of the Resolution.
THE CITY OF MIAMI, FLORIDA,
a municipal corporation
ATTEST:
Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager
Approved as to Form
and Correctness:
Julie O. Bru, City Attorney
Approved as to Insurance Requirements:
IM
LeeAnn Brehm
Risk Management Director
{JA486100;4}
16
�n-71 ri -rfv 4 s�z�
EXHIBIT A
C goMJ Pt2c`Ni?5-1;
CITY OF MIAMI, FLORIDA
TAX-EXEMPT SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2009A
(MARLINS STADIUM PROJECT)
Maturity Principal
(December 1) Amount Interest Rate
Term Bond Due , 1 at
Optional Redemption
Initial CUSIP
Yield Price Number
% Yield % Price Initial CUSIP:
The Series 2009A Bonds maturing after December 1, are subject to optional redemption
and payment on or after December 1, , at any time, at the option of the City, as a whole or in
part at a redemption price equal to 100% of the principal amount of the Series 2009A Bonds to be
redeemed, together with accrued interest to the redemption date. The City may select amounts and
maturities or portions of maturities of Series 2009A Bonds for optional redemption at the City's sole
discretion, except that any Term Bonds will reduce pro -rata remaining sinking fund redemption
amounts.
Mandatory Sinking Fund Redemption
The Series 2009A Bonds maturing on December 1, shall be subject to mandatory
sinking fund redemption by the City on each December 1 of the years specified below, in the
amounts of the Amortization Requirement set forth below at a redemption price of 100% of the
principal amount thereof.
Year
*Maturity
{JA486100;4)
Amortization
Requirement
CITY OF MIAMI, FLORIDA
TAXABLE SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2009B
(MARLINS STADIUM PROJECT)
Maturity Principal Initial CUSIP
(December 1 ) Amount Interest Rate Yield Price Number
$ Term Bond Due , 1
Optional Redemption
at % Yield % Price Initial CUSIP:
The Series 2009B Bonds maturing after December 1, are subject to optional redemption
and payment on or after December 1, , at any time, at the option of the City, as a whole or in
part at a redemption price equal to 100% of the principal amount of the Series 2009B Bonds to be
redeemed, together with accrued interest to the redemption date. The City may select amounts and
maturities or portions of maturities of Series 2009B Bonds for optional redemption at the City's sole
discretion, except that any Term Bonds will reduce pro -rata remaining sinking fund redemption
amounts.
Mandatory Sinking Fund Redemption
The Series 2009B Bonds maturing on December 1, shall be subject to mandatory
sinking fund redemption by the City on each December 1 of the years specified below, in the
amounts of the Amortization Requirement set forth below at a redemption price of 100% of the
principal amount thereof.
Amortization
Year Requirement
*Maturity
{JA486100;4}
A-2
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2009C
(MARLINS STADIUM PROJECT)
Maturity Principal Initial CUSIP
(December 1) Amount Interest Rate Yield Price Number
$ Term Bond Due , 1
Optional Redemption
at % Yield % Price Initial CUSIP:
The Series 2009C Bonds maturing after December 1, are subject to optional redemption
and payment on or after December 1, , at any time, at the option of the City, as a whole or in
part at a redemption price equal to 100% of the principal amount of the Series 2009C Bonds to be
redeemed, together with accrued interest to the redemption date. The City may select amounts and
maturities or portions of maturities of Series 2009C Bonds for optional redemption at the City's sole
discretion, except that any Term Bonds will reduce pro -rata remaining sinking fund redemption
amounts.
Mandatory Sinking Fund Redemption
The Series 2009C Bonds maturing on December 1, shall be subject to mandatory
sinking fund redemption by the City on each December 1 of the years specified below, in the
amounts of the Amortization Requirement set forth below at a redemption price of 100% of the
principal amount thereof.
Amortization
Year Requirement
*Maturity
{JA486100,4)
A-3
—To 47 SlMf,
EXHIB,I�T` B
CITY OF MIAMI, FLORIDA�
TAX-EXEMPT SPECIAL OBLIGATION PARKING REVENUE BONDS,
SERIES 2009A
(MARLINS STADIUM PROJECT)
CITY OF MIAMI, FLORIDA
TAXABLE SPECIAL OBLIGATION PARKING REVENUE BONDS,
SERIES 2009B
(MARLINS STADIUM PROJECT)
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION PARKING REVENUE BONDS,
SERIES 2009C
(MARLIN STADIUM PROJECT)
DISCLOSURE STATEMENT
November _, 2009
The City Commissioners
of The City of Miami, Florida
Miami, Florida 33133
Ladies and Gentlemen:
In connection with the proposed issuance by the City of Miami, Florida (the "City") of the
principal amount of the bonds referred to above (the "Series 2009 Bonds"), Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Representative"), acting on behalf of itself and RBC Capital
Markets, Inc. (the "Co -Senior Manager"), Raymond James & Associates, Inc., Morgan Keegan &
Company, Inc. and Goldman Sachs & Co. (collectively, the "Co -Managers," together with the Co -
Senior Managers, the "Underwriters"), have agreed to underwrite a public offering of the Series 2009
Bonds. Arrangements for underwriting the Series 2009 Bonds will include a Purchase Contract
between the City and the Underwriters, which will embody the negotiations in respect thereof.
The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6),
Florida Statutes, certain information in respect of the arrangement contemplated for the underwriting
of the Series 2009 Bonds, as follows:
{JA486100;4}
(a) The nature and estimated amount of expenses to be incurred by the Underwriters in
connection with the purchase and reoffering of the Series 2009 Bonds are set forth on Schedule B-1
attached hereto.
(b) No person has entered into an understanding with the Underwriters for any paid or
promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act
solely as an intermediary between the City and the Underwriters or to exercise or attempt to exercise
any influence to effect any transaction in the purchase of the Series 2009 Bonds.
(c) The amount of underwriting spread expected to be realized is as follows:
Per $1,000 Bond Dollar Amount
Takedown
Management Fee
Underwriters' Expenses
Total Underwriting Spread
(d) No other fee, bonus or other compensation has or will be paid by the Underwriters in
connection with the issuance of the Series 2009 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 and paid by the Underwriters,
as set forth in Schedule B-1.
(e) The names and addresses of the Underwriters are:
Merrill Lynch, Pierce Fenner & Smith Incorporated
300 South Orange Avenue, Suite 800
Orlando, Florida 32801
Raymond James & Associates, Inc.
880 Carillon Parkway
Tower 3, 3rd Floor
St. Petersburg, Florida 33716
RBC Capital Markets, Inc.
4400 PGA Blvd., Suite 501
Palm Beach, Florida 33410
Goldman Sachs & Co.
New York, New York
Morgan Keegan
Orlando, Florida
{JA486100;4}
B-2
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement this
th day of November, 2009.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED, on behalf of itself and
as Representative of the Underwriters
IA
Rawn N. Williams
Director
{JA486100;4}
B-3
-T Bf (!-en PL, T.�O- A7 3WL�
SCHEDULE B-1
D ,�D �✓� I�G�.%L' H f�S� C;-iJ)2 TQC-�C� �
UNDERWRITERS' EXPENSES
$/1000 Amount
Underwriter's Counsel Fee
SIFMA Fee
Dalcomp Bookrunning
CUSIP Fee
Day Loan
DTC Fee
I -Deal Wire Charge
I -Deal EOE Fee
i) Out -of -Pocket
Total:
{JA486100;4}
4-Irr-h 74T EXHIBIT C
G Las i MCr / u f31Nb PJ4 Be -#Asp
[Form of Supplemental Bond Counsel Opinion]
(LETTERHEAD OF BOND COUNSEL)
November , 2009
Merrill Lynch, Pierce Fenner & Smith Incorporated
and Participating Underwriters
Orlando, Florida
Re: $ City of Miami, Florida Tax -Exempt Special Obligation Parking
Revenue Bonds, Series 2009A (Marlins Stadium Project), $ City of
Miami, Florida Taxable Special Obligation Parking Revenue Bonds, Series 2009B
(Marlins Stadium Project) and $ City of Miami, Florida Special
Obligation Parking Revenue Bonds, Series 2009C (Marlins Stadium Project)
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance of the above -captioned
bonds (the "Series 2009 Bonds") and related transactions. This opinion is furnished pursuant to
Section 8.F(iv) the Purchase Contract dated October 2009 (the "Purchase Contract") among the
City of Miami, Florida (the "City"), Merrill Lynch, Pierce Fenner & Smith Incorporated and the
Underwriters named therein (Merrill Lynch, Pierce Fenner & Smith Incorporated and said
Underwriters are referred to collectively as the "Underwriters"). All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Purchase Contract.
We have examined such documents and instruments as we deemed necessary to render the
opinions set forth herein. It is our opinion that:
1. The Resolution has been duly adopted by the City and the Resolution
authorizes (i) the execution and delivery of the Purchase Contract and the Disclosure
Agreement, (ii) the execution, delivery and distribution of the Official Statement and (iii) the
taking of any and all such action as may be required by the City to carry out, give effect and
consummate the transactions contemplated by the aforementioned agreements and
instruments.
{JA486100;4)
2. The information and statements in the Official Statement under the headings
"INTRODUCTION" (except for the second paragraph thereunder, as to which no view is
hereby expressed), "PURPOSE OF THE ISSUE," "DESCRIPTION OF THE SERIES 2009
BONDS" (except the subsection therein entitled "Book -Entry Only System"), "SECURITY
AND SOURCES OF PAYMENT FOR THE SERIES 2009 BONDS," "CONVENTION
DEVELOPMENT TAX," "PARKING REVENUES," "PARKING SURCHARGE,"
"DESCRIPTION OF NON -AD VALOREM REVENUES," "PROPERTY TAX REFORM,"
"ENFORCEABILITY OF REMEDIES," "TAX MATTERS," "CONTINUING
DISCLOSURE," "APPENDIX B — COPY OF RESOLUTION NO. " and
"APPENDIX D — FORM OF BOND COUNSEL OPINION," and insofar as such
information and statements constitute summaries of, the Resolution, the Disclosure
Agreement, the Series 2009 Bonds or the statutory provisions of state and federal law
purported to be summarized therein, excluding any financial, statistical or demographic
information therein, or exhibit or attachment therein, constitute fair and accurate statements
or summaries of such matters and fairly present the information they purport to show. Other
than as set forth above, we express no opinion with respect to the accuracy, completeness,
fairness or sufficiency of the Official Statement.
3. The Series 2009 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.
4. The Parking Surcharge has been validly levied by the City; the Convention
Development Tax has been validly levied by the County and the Interlocal Agreement validly
provides for the distribution of the Convention Development Tax.
This opinion is supplemental to our approving opinion dated as of the date hereof with
respect to the Series 2009 Bonds. You may rely on our approving opinion as if it were addressed to
you.
Respectfully Submitted,
{JA486100;4}
C-2
EXHIBIT D
[Form of City Attorney's Opinion] &711-Ae
(LETTERHEAD OF CITY ATTORNEY'S OFFICE)
November _, 2009
The Honorable Mayor and Members
of the City Commission of the City of Miami
Miami, Florida
Merrill Lynch, Pierce Fenner & Smith Incorporated
and Participating Underwriters
Orlando, Florida
Re: $ City of Miami, Florida Tax -Exempt Special Obligation Parking
Revenue Bonds, Series 2009A (Marlins Stadium Project), $ City of
Miami, Florida Taxable Special Obligation Parking Revenue Bonds, Series 2009B
(Marlins Stadium Project) and $ City of Miami, Florida Special
Obligation Parking Revenue Bonds, Series 2009C (Marlins Stadium Project)
Ladies and Gentlemen:
I am City Attorney for the City of Miami, Florida (the "City") and have served in such
capacity in connection with the issuance by the City of its $ City of Miami, Florida Tax -
Exempt Special Obligation Parking Revenue Bonds, Series 2009A (Marlins Stadium Project),
$ City of Miami, Florida Taxable Special Obligation Parking Revenue Bonds, Series
2009B (Marlins Stadium Project) and $ City of Miami, Florida Special Obligation
Parking Revenue Bonds, Series 2009C (Marlins Stadium Project) (collectively, the "Series 2009
Bonds") and related transactions. This opinion is furnished pursuant to the Purchase Contract dated
November 2009 relating to the Series 2009 Bonds (the "Purchase Contract") among the City,
Merrill Lynch, Pierce Fenner & Smith Incorporated and the Underwriters named therein (Merrill
Lynch, Pierce Fenner & Smith Incorporated and the Underwriters are referred to collectively as the
"Underwriters"). All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Purchase Contract.
The Office of the City Attorney has examined such documents and instruments as we deemed
necessary to render the requested opinion. Based upon examination of such documents and matters
of law as the Office of the City Attorney has determined relevant for the purposes of rendering this
opinion, and subject to the reservations set forth herein, I am of the opinion that:
1. The City is a municipal corporation of the State of Florida duly organized and
validly existing under its Charter, the Constitution and laws of the State of Florida.
{JA486100;4)
2. The City has and had, as the case may be, full legal right, power and authority
to (a) pledge the Pledged Funds in the manner described in the Official Statement; (b) issue
the Series 2009 Bonds, for the purposes of financing the cost of construction of parking
facilities, including but not limited to, surface lots and parking structures for approximately
6,000 parking spaces located at the site of the Marlins Baseball Stadium (collectively, the
"Project"), in the manner contemplated by the Resolution and the Official Statement; (c)
secure the Series 2009 Bonds in the manner contemplated by the Official Statement and the
Resolution; (d) execute and deliver the Interlocal Agreement, City Parking Agreement, the
Purchase Contract, the Paying Agent and Registrar Agreement, and the Disclosure
Agreement; (e) deliver the Series 2009 Bonds to the Underwriters as provided in the
Purchase Contract; and (f) carry out and consummate all other transactions contemplated by
the aforesaid agreements and instruments, and the City has complied with all provisions of
applicable law in all matters relating to such transactions required to be followed on or prior
to the date hereof.
3. The City has duly adopted the Resolution and has duly, authorized or ratified,
as the case may be (a) the execution, delivery and performance of the City Parking
Agreement, the Interlocal Agreement, the Purchase Contract, the Disclosure Agreement, the
Paying Agent and Registrar Agreement (collectively, the "Financing Documents"), and the
Series 2009 Bonds, (b) the delivery and distribution of the Preliminary Official Statement
and the Official Statement, as well as the execution of the Official Statement, and (c) the
taking of any and all such action as may be required on the part of the City to carry out, give
effect to and consummate the transactions contemplated by the aforesaid agreements and
instruments.
4. The Financing Documents have each been duly authorized, executed and
delivered by the City and each of such documents constitutes legal, valid and binding
obligations of the City enforceable in accordance with its respective terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other laws
affecting creditors' rights generally or by general principles of equity.
5. All approvals, consents and orders of and filings with any governmental
authority or agency which would constitute a condition precedent to the issuance of the
Series 2009 Bonds or to the execution and delivery of or the performance by the City of its
obligations under the Financing Documents have been obtained or made and any consents,
approvals and orders so received or filings so made are in full force and effect; provided,
however, that no representation is made concerning compliance with the federal securities
laws or the securities or blue sky laws of the various states.
6. The authorization, execution, delivery and performance of the Financing
Documents and any other agreement or instrument to which the City is a party, used or
contemplated for use in the consummation of the transactions contemplated by the Official
Statement or the Financing Documents and compliance with the provisions of each such
instrument, do not and will not conflict with, or constitute or result in a material violation or
material breach of or a default under, the Constitution of the State of Florida, or any existing
law, administrative regulation, rule, decree or order, state or federal, or, a material provision
D-2
{JA486100;4}
of any agreement, indenture, mortgage, lease, note or other agreement or instrument to which
the City or its properties or any of the officers of the City as such is subject.
7. Except as described in the Official Statement, no litigation or other
proceedings are pending, or to my knowledge threatened, before or by any court, government
agency, public board or body for which the City has received notice (a) restraining or
enjoining, or seeking to restrain or enjoin, the authorization, sale, execution, or delivery of
any of the Series 2009 Bonds, or (b) in any way questioning or affecting the validity of any
provision of the Financing Documents, or (c) in any way questioning or affecting the validity
of any of the proceedings or authority for the authorization, sale, execution or delivery of the
Series 2009 Bonds, or of any provision, program or transactions made or authorized for their
payment, or (d) questioning or affecting the organization or existence of the City or the title
of any of its officers to their respective offices, or (e) questioning or affecting the power or
authority of the City to fund the Project, or (f) questioning or affecting the power of the City
to fix, revise and collect the moneys and revenues pledged to the payment of the Series 2009
Bonds.
8. The statements contained in the Official Statement under the headings
"INTRODUCTION," "PURPOSE OF THE ISSUE," "THE PROJECT", "SECURITY AND
SOURCES OF PAYMENT FOR THE SERIES 2009 BONDS," "CONVENTION
DEVELOPMENT TAX," "PARKING REVENUES," " PARKING SURCHARGE,"
"DESCRIPTION OF NON -AD VALOREM REVENUES," "THE CITY OF MIAMI,"
"LITIGATION," "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY
REGULATIONS" and "APPENDIX A GENERAL INFORMATION REGARDING THE
CITY OF MIAMI" (excluding any financial, statistical or demographic information therein)
constitute fair and accurate descriptions of the legal matters, agreements and ordinances
relating to the City which are referred to therein.
9. With respect to the information contained in the Official Statement and based
upon my review of the Official Statement as City Attorney and without having undertaken to
determine independently the accuracy or completeness of the contents of the Official
Statement (except for Financial and Statistical Information), I have no reason to believe that
the information contained in the Official Statement relating to legal matters affecting the City
contains any untrue statement of a material fact or omits to state a material fact necessary in
order to make the statements made therein, in light of the circumstances under which they
were made, not misleading.
10. The Parking Surcharge has been validly levied by the City; the Convention
Development Tax has been validly levied by the County and the Interlocal Agreement validly
provides for the distribution of the Convention Development Tax to the City.
All opinions as to the enforceability of the legal obligations of the City set forth herein are
subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws in
each case relating to or affecting the enforcement of creditors' rights generally, and subject to the
enforceability thereof, to the exercise of judicial discretion in accordance with the general principles
of equity.
D-3
{JA486100;4)
I am qualified to practice law in the State of Florida and for the purpose of this opinion, I do
not purport to be an expert on, or to express an opinion herein concerning, the laws of any other
jurisdiction (including any such laws which may be applicable by virtue of the application of the
choice of law provisions under Florida law) except the laws of the United States to the extent set
forth herein.
RM
(JA486100;4)
No one, other than the addressees named above, is entitled to rely upon the statements made,
and conclusions expressed, within this opinion.
Very truly yours,
Julie O. Bru, Esq.
City Attorney
D-5
{JA486100;4}