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HomeMy WebLinkAboutExhibit 7EXHIBIT C BOND PURCHASE AGREEMENT M1AMII4177401.4 CITY OF MIAMI, FLORIDA NON -AD VALOREM VARIABLE RATE REFUNDING REVENUE BONDS TAXABLE PENSION SERIES 2006 BOND PURCHASE AGREEMENT Board of Commissioners City of Miami, Florida 444. Southwest 2"d Avenue Miami, FL 33130-1910 Dear Ladies and Gentlemen: November , 2006 The undersigned (the "Underwriter"), offers to enter into the following agreement with the City of Miami, Florida (the "Issuer") which, upon the Issuer's written acceptance of this offer, will be binding upon the Issuer and upon the Underwriter. This offer is made subject to the Issuer's written acceptance hereof on or before _:00 p.m., Miami time on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. 1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer for offering to the public, and the Issuer hereby agrees to sell and deliver to the Underwriter for such purpose, all, but not less than all, of the Issuer's Non -Ad Valorem Variable Rate Refunding Revenue Bonds Taxable Pension Series 2006 (the "Bonds"). The principal amount of the Bonds to be issued, the dated date therefor, the maturities, sinking fund and optional redemption provisions and interest rates per annum are set forth in Schedule 1 hereto and the Bonds shall otherwise have such terms and provisions as set forth in the Official Statement (as hereinafter defined). The purchase price for the Bonds shall be $ , which price reflects an underwriting discount of $ and an original issue discount of $ The Official Statement of the Issuer, dated November , 2006, including the cover page and Appendices thereto, relating to the Bonds, as amended to conform to the terms of this Bond Purchase Agreement and with changes and amendments to the date hereof as have been mutually agreed to by the Issuer and the Underwriter, as indicated on Exhibit A attached hereto, is hereinafter called the "Official Statement." ORLl PFCP1830216.4 38591/0001 2. The Bonds and the Official Statement; End of the Underwriting Period. (a) The Bonds shall be as described in, and shall be issued and secured under and pursuant to Resolution No, 95-564 adopted on July 13, 1995, Resolution No. R-04-0697 adopted on November 13, 2004 and Resolution No. R-06- adopted on October , 2006 (collectively, the "Resolution"), and the Master Trust Indenture, dated as of December 1, 1995 (the "Master Indenture") between the Issuer and U.S. Bank National Association (successor to First Union National Bank of Florida), as Trustee, as supplemented by the Series 2006 Indenture dated as of December 1, 2006 (the "Series 2006 Indenture") between the Issuer and the Trustee (the Master Indenture and the Series 2006 Indenture are referred to herein as the "Indenture"). (b) Prior to or concurrently with the acceptance hereof by the Issuer, the Issuer has delivered to the Underwriter: (i) two copies of the Resolution; (ii) two copies of the Indenture; (iii) two copies of the Official Statement manually signed on behalf of the Issuer by the City Manager of the Issuer; and (c) Prior to the date hereof, the Issuer delivered to the Underwriter a document or documents together with a certificate of the Issuer which stated that the Official Statement, together with such other documents, if any, described in such certificate, was deemed final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), except for the information not required to be included therein under Rule 15c2-12 and certain other information specified in such certificate (d) Unless otherwise notified in writing by the Underwriter by the Closing Date, the Issuer can assume that the "end of the underwriting period" for purposes of Rule 15c2-12 shall be the Closing Date. In the event such notice is so given in writing by the Underwriter, the Underwriter agrees to notify the Issuer in writing following the occurrence of the "end of the underwriting period" as defined in Rule 15c2-12. The "end of the underwriting period" as used in this Agreement shall mean the Closing Date or such later date as to which notice is given by the Underwriter in accordance with the preceding sentence. 3. Sale to Underwriter. The Underwriter agrees to offer the Bonds at prices not in excess of the initial offering prices or yields set forth in the Official Statement. 4. Use of Documents; Certain Covenants and Agreements of the Issuer. (a) The Issuer hereby authorizes the use by the Underwriter of the Resolution, the Indenture and the Official Statement, including any supplements or amendments thereto, and the information therein contained in connection with the public offering and sale of the Bonds. The Issuer ratifies and confirms the use by the Underwriter prior to the date hereof of the Official Statement in connection with the public offering of the Bonds. 2 ORL1 PFCP1830216.4 3959110001 (b) The Issuer covenants and agrees: (i) To cause to be made available to the Underwriter such reasonable quantities of the Resolution and the Indenture as the Underwriter may request for use in connection with the offering and sale of the Bonds and to cause copies of the Official Statement to be delivered to the Underwriter in sufficient quantity (subject to paragraph l0 hereof) as may reasonably be requested by the Underwriter in order to comply with Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board ("MSRB"), without charge, within seven business days of the date hereof and, in the event the Closing Date is less than seven business days after the date hereof, upon request of the Underwriter, in sufficient time to accompany any confirmation requesting payment from any customers of any Underwriter; (ii) If, after the date of this Bond Purchase Agreement and until twenty-five (25) days after the end of the underwriting period, any event shall occur as a result of which, in the opinion of the Underwriter, it is necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances when the Official Statement is delivered to a purchaser, not misleading, to notify the Underwriter (and for the purposes of this clause (iii) to provide the Underwriter with such information as they may from time to time request), and to forthwith prepare and furnish, at its own expense (in a form and manner approved by the Underwriter), 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 not, in light of the circumstances when the Official Statement is delivered to a purchaser, be misleading or so that the Official Statement will comply with law; (iii) To advise the Underwriter immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (iv) There will be no adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Issuer since the date of the financial statements attached to the Official Statement; and (v) At or prior to the Closing, to have duly authorized, executed and delivered a written continuing disclosure undertaking of the Issuer (the "Continuing Disclosure Agreement") on behalf of each obligated person for which financial or operating data is presented in the Official Statement which complies with the provisions of Rule 15c2-12(b)(5) and which shall be substantially in the form described in the Official Statement. 5. Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Underwriter, which representations and warranties shall survive the purchase and offering of the Bonds, as follows: 3 ORLI IPFCP1830216,4 38591/0001 (a) The Issuer is a body corporate and politic duly created and existing under the Constitution and the laws of the State of Florida (the "State"), including Chapter 166, Part II, Florida Statutes, Chapter 159, Part VII, Florida Statutes, the Charter of the Issuer (the "Charter") and other applicable provisions of law, as the same may be amended and supplemented from time to time (collectively, the "Act"), duly organized and validly existing under the Charter, which Charter has been validly adopted and is in full force and effect and has full legal right, power and authority under the Act, the Resolution and the Indenture, and at the date of the closing will have full legal right, power and authority under the Act, and the Resolution and the Indenture (assuming they become effective in accordance with their terms) (i) to enter into this Bond Purchase Agreement and the Continuing Disclosure Agreement, and to adopt the Resolution and enter into the Indenture, (ii) to sell, issue and deliver the Bonds to the Underwriter as provided herein, (iii) to carry out and consummate the transactions contemplated by this Bond Purchase Agreement, the Resolution, the Indenture, the Continuing Disclosure Agreement and the Official Statement, and (iv) to conduct the operations of the Issuer, and the Issuer has complied, and will at the closing be in compliance in all respects, with the terms of the Charter, the Resolution and the Indenture as they pertain to such transactions; (b) By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly adopted the Resolution, has duly authorized and approved the execution and delivery of, and the performance by the Issuer of the obligations on its part contained in, the Bonds, the Resolution, the Indenture, this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Official Statement, and the consummation by it of all other transactions contemplated by the Official Statement, the Resolution, the Indenture the Continuing Disclosure Agreement and this Bond Purchase Agreement; the Resolution, the Indenture, the Continuing Disclosure Agreement and this Bond Purchase Agreement constitute legal, valid and binding obligations of the Issuer, 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; the Bonds, when issued, authenticated and delivered to the Underwriter in accordance with the Resolution, the Indenture and this Bond Purchase Agreement will constitute legal, valid and binding special obligations of the Issuer entitled to the benefits of the Resolution and the Indenture 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; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Resolution and the Indenture will provide, for the benefit of the holders from time to time of the Bonds, the legally valid and binding pledge of and lien on the Trust Estate (as defined in the Indenture) they purport to create, subject only to the provisions of the Resolution and the Indenture permitting the application thereof on the terms and conditions set forth in the Resolution and the Indenture; (c) The Issuer is not in breach of or default 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, ordinance, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of the 4 0RL11FFCP1830216.4 38591/0001 property or assets of the Issuer 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 Issuer under any such instrument; and the execution of this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Indenture, and the adoption of the Resolution and compliance with the provisions on the Issuer'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, ordinance, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of the property or assets of the Issuer 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, assets or revenues of the Issuer or under the terms of any such law, regulation or instrument, except as provided by the Bonds, the Resolution and the Indenture; (d) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the mater 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 Issuer of its obligations under, this Bond Purchase Agreement, the Resolution, the Indenture, the Continuing Disclosure Agreement and the Bonds have been duly obtained, or such approvals, consents and orders as are stated in the Official Statement as yet to be obtained or as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; (e) The Bonds conform to the descriptions thereof contained in the Official Statement under the caption "Description of the Series 2006 Bonds"; the Resolution and the Indenture conform to the descriptions thereof contained in the Official Statement under the caption "Security and Sources of Payment for the Series 2006 Bonds" and the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the caption "Plan of Refunding"; (f) Except as described in the Official Statement, 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 Issuer, after due inquiry threatened against the Issuer, affecting the corporate existence of the Issuer or its right to conduct its operations as presently conducted in all material respects, or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of Covenant Revenues (as defined in the Master Indenture), or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution, the Indenture, the Continuing Disclosure Agreement or this Bond Purchase Agreement or contesting in any way the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the adoption of the Resolution or the execution and delivery of the Indenture, the Continuing Disclosure Agreement or this Bond Purchase Agreement, nor, to the best knowledge 5 ORL 11PFCP5830216.4 38591 /0001 of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Resolution, the Indenture, the Continuing Disclosure Agreement or this Bond Purchase Agreement or the ability of the Issuer to authorize the issuance, sale or delivery of the Bonds or to consummate any of the transactions to which it is or is to be a party as contemplated hereby or by the Resolution, the Indenture, the Continuing Disclosure Agreement or the Official Statement; (g) As of the date thereof, the Official Statement did not contain any untrue statement of a material fact or 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; (h) At the time of the Issuer's acceptance hereof and (unless an event occurs of the nature described in paragraph (iii) of Section 4(b)) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent to the end of the underwriting period, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) If the Official Statement is supplemented or amended pursuant to clause (iii) of paragraph (b) of Section 4, 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 twenty-five (25) days subsequent to the end of the underwriting period, the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (j) The financial statements of, and other financial information regarding, the Issuer in the Official Statement fairly present the financial position and results of the operations of the Issuer as of the dates and for the periods therein set forth (i) the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, (ii) 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, and (iii) the other financial information has been determined on a basis substantially consistent with that of the Issuer's audited financial statements included in the Official Statement. (k) The Issuer has not failed to comply, in all material respects, with any previous undertaking with regard to Rule 15c2-12. 6, Closing. (a) At :00 p.m., Miami time, on December 1, 2006 or at such other time and date as shall have been mutually agreed upon by the Issuer and the Underwriter, the Issuer will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriter duly executed and authenticated together with the other documents hereinafter mentioned, and the Underwriter will, subject to the terms and conditions hereof, accept such delivery and pay 6 ORL1\PFCP1930216.4 38591/0001 the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer or a certified or bank cashier's check or checks payable in immediately available funds to the order of the Issuer. Payment for the Bonds as aforesaid shall be made at the , or such other place as shall have been mutually agreed upon by the Issuer and the Underwriter. (b) Delivery of the Bonds shall be made at The Depository Trust Company New York, New York. The Bonds shall be delivered in fully registered form bearing CUSIP numbers without coupons in denominations of $100,000 or integral multiples of $5,000 in excess thereof registered in the name of CEDE & CO. and shall be made available to the Underwriter at least one business day before the Closing for purposes of inspection. 7. Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations, warranties and agreements of the Issuer 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 Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Issuer 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: (a) The representations and warranties of the Issuer contained herein shall be true and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b) At the time of the Closing, this Bond Purchase Agreement, the Resolution and the Indenture shall be in full force and effect 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 Underwriter; (c) At the time of the Closing, all official action of the Issuer relating to this Bond Purchase Agreement, the Bonds, the Resolution and the Indenture shall be in full force and effect and 'shall not have been amended, modified or supplemented; and the Underwriter shall have received, in appropriate form, evidence thereof; (d) At the time of the Closing, there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or in the earnings or operations of the Issuer, from that set forth in the Official Statement that, in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Bonds on the terms and in the manner contemplated in the Official Statement; (e) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents; 7 ORL11PFCP1830216.4 3858110001 (1) The documents described in Section 2 above; (2) An opinion and a letter, each dated the date of the Closing of counsel to the Issuer and addressed to the Underwriter, in substantially the form of Exhibit D hereto; (3) An opinion, dated the date of the Closing, of Bond Counsel approving the Bonds, in substantially the form attached as Appendix D to the Official Statement; (4) An opinion, dated the date of the Closing, of Bond Counsel, in substantially the form of Exhibit C hereto, and a reliance letter addressed to the Underwriter; (5) An opinion, dated the date of the Closing, of Disclosure Counsel, in substantially the form of Exhibit E hereto; (6) A certificate, dated the date of the Closing, of the City Manager of the Issuer, in substantially the form attached hereto as Exhibit B; (7) An executed copy of the Continuing Disclosure Agreement, in form and substance satisfactory to the Underwriter and counsel to the Underwriter; (8) Such additional legal opinions, certificates instruments and other documents as the Underwriter may request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the Issuer, All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept the delivery of and to pay for the Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the Issuer shall be under any further obligation hereunder, except that the respective obligations of the Issuer and the Underwriter set forth in Sections 8 and 10 hereof shall continue in full force and effect. 8 ORL1IPFCP1830216.4 38591/0001 In the event that the Underwriter shall fail (other than or a reason permitted hereunder) to accept and pay for the Bonds at the Closing as herein provided, the Underwriter shall pay to you [$ (1% of par amount of Bonds)] as and for full liquidated damages for such failure and for any defaults hereunder on the part of the Underwriter and such amount shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults, and the Issuer shall have no further action for damages, specific performance or any other legal or equitable relief against the Underwriter. 8. Reserved. 9. Termination. The Underwriter shall have the right to terminate in their absolute discretion its obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds by notifying the Issuer of their election to do so if, after the execution hereof and prior to the Closing: (a) any action shall have been taken by the Securities and Exchange Commission or by a court which would require registration of any security under the Securities Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as amended, in connection with the public offering of the Bonds, or any action shall have been taken by any court of by any governmental authority suspending the offering or sale of the bonds or the use of the Official Statement or any amendment or supplement thereto, or any proceeding for that purpose shall have been initiated or threatened in any such court or by any such authority; (b) any fact or event shall exist or have existed that, in the Underwriter's judgment, requires or has required an amendment of or supplement to the Official Statement; (c) (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the National Association of Securities Dealers, Inc, (ii) trading of any securities of the Issuer shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, (iv) there shall have occurred a material disruption in securities payment, settlement or clearance services in the United States, or (v) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the Underwriter, is material and adverse and in the case of any of the events specified in clauses (i) through (v), such event singly or together with any other such event makes it, in the judgment of the Underwriter, impracticable to market the Bonds on the terms and in the manner contemplated in the Official Statement; (d) there shall have occurred any downgrading, or any notice shall have been given of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate the direction of a possible change, in the rating accorded any of the Issuer's obligations (including the rating to be accorded the Bonds) by any "nationally recognized 9 ORi11PFCP4830216 4 38591/0001 statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended; or (e) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission. 10. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the Issuer's obligations hereunder, including, but not limited to (i) the cost of preparation, printing and delivery of copies of the Official Statement and copies of any supplement or amendments to the Official Statement pursuant to paragraph 4(b)(iii) hereof, (ii) the cost of preparation and printing of the Bonds, (iii) the fees and disbursements of Squire, Sanders & Dempsey L.L.P., Bond Counsel of the Issuer, (iv) the fees and disbursements of Bryant Miller Olive P.A. for their services as disclosure counsel to the Issuer, (v) the fees and disbursements of First Southwest Company for their services as Financial Advisor to the Issuer; (vi) the fees and disbursements of Broad and Cassel for their services as Underwriter's counsel; (vii) the fees and disbursements of any trustees, remarketing agents, paying agents, tender agents and liquidity facility providers; and (viii) the fees for bond ratings and a policy of municipal bond insurance. (c) The Underwriter shall pay (i) the cost of preparation and printing of this Bond Purchase Agreement and the Blue Sky Survey, if any; (ii) all advertising expenses in connection with the public offering of the Bonds; and (iii) all other expenses incurred by them or any of them in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by them. (d) If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Issuer to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Issuer shall be unable to perform its obligations under this Agreement, the Issuer will reimburse the Underwriter for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder. 11. Notices. Any notice or other communication to be given to the Issuer under this Bond Purchase Agreement may be given by delivering the same in writing at the Issuer's address; Attention: City Manager, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Morgan Stanley & Co. Incorporated, 1251 Avenue of the Americas, New York, New York 10020, Attention: Managing Director, Public Finance Department. 12. Parties in Interest. This Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Issuer and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. This Bond Purchase Agreement may not be assigned by the Issuer. All of the Issuer's representations, warranties and agreements 10 ORLTIPFCPL830216.4 3E1591/0001 contained in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of any of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Bond Purchase Agreement; and (iii) any termination of this Bond Purchase Agreement. 13. No Fiduciary Duty. The Issuer acknowledges that in connection with the offering of the Bonds: (a) the Underwriter has acted at arms length, is not an agent of, and owe no fiduciary duties to, the Issuer or any other person, (b) the Underwriter owes the Issuer only those duties and obligations set forth in this Bond Purchase Agreement and (c) the Underwriter may have interests that differ from those of the Issuer. The Issuer waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the offering of the Bonds. 14. Entire Agreement. This Bond Purchase Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Bond Purchase Agreement) that relate to the offering of the Bonds, represents the entire agreement between the Issuer and the Underwriter with respect to the preparation of the Official Statement, the conduct of the offering, and the purchase and sale of the Bonds. 15. Effectiveness. This Bond Purchase Agreement shall become effective upon the acceptance hereof by the Issuer and shall be valid and enforceable at the time of such acceptance. 16. CHOICE OF LAW. THIS BOND PURCHASE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF FLORIDA. 17. Reserved. 18. Severability. If any provision of this Bond Purchase 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 Bond Purchase Agreement invalid, inoperative or unenforceable to any extent whatever. 19, Business Day. For purposes of this Bond Purchase Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. 20. Section Headings. Section headings have been inserted in this Bond Purchase Agreement as a matter of convenience of reference only, and it is agreed that such 11 ORL1IPFCP1830218.4 38581/0001 section headings are not a part of this Bond Purchase Agreement and will not be used in the interpretation of any provisions of this Bond Purchase Agreement. 21. Counterparts. This Bond Purchase 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. Very truly yours, MORGAN STANLEY & CO. INCORPORATED By: Authorized Officer Accepted and agreed to this day of November, 2006 CITY OF MIAMI, FLORIDA By: Name: Title: City Manager 12 ORLIIPFCP1830218.4 38591/0901