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Exhibit 4
EXHIBIT D BOND PURCHASE CONTRACT Exhibit D the final agreement will be provided and executed upon issuance of the Series 2007 Bonds and will be on file with the City Clerk's Office D-1 BOND PURCHASE CONTRACT $80,000,000 CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BONDS, SERIES 2007 (Street and SidewalkImprovement Program) The City Commissioners of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Ladies and Gentlemen: , 2007 1. J.P. Morgan Securities Inc. (the "Representative"), on behalf of itself and UBS Securities LLC, LaSalle Financial Services, Inc., Raymond James & Associates, Inc. and SunTrust Capital Markets, Inc. (collectively with the Representative, the' "Underwriters") offers to enter into this agreement ("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. All terms not otherwise defined herein shall have the meanings ascribed thereto in the Resolution (as defined 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 Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program), dated as of 2007 (the "Series 2007 Bonds"). The Underwriters agree to pay to the City for the purchase of the Series 2007 Bonds an amount equal to $ (which represents the par amount of the Series 2007 Bonds, [plus/minus] net original issue [premium/discount] of $ and less an 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 2007 Bonds are being issued by the City pursuant to the Constitution and laws of the State of Florida (the "State"), including Chapter 166, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. 1 adopted by the City Commission of the City on [July 26, 2007] (the "Resolution"). The Series 2007 Bonds are being issued for the purpose of (i) financing the cost of acquisition, construction and improvements to certain roadways and streetscapes (the "Series 2007 Project"), (ii) funding a deposit to the Reserve Fund in respect to the Series 2007 Bonds, and (iii) paying certain costs and expenses incurred in connection with the issuance of the Series 2007 Bonds, including a premium for a municipal bond insurance policy. The payment of the principal of, redemption premium, if any, and interest on the Series 2007 Bonds shall be secured by a lien upon and a pledge of (x) the proceeds of the Local Option Gas Taxes, (y) eighty percent (80%) of the City's portion of the Transportation Surtax, and (z) twenty percent (20%) of the City's Parking Surcharge (the "Designated Revenues"), in the manner and to the extent described in the Resolution. Payment of the principal amid interest on the Series 2007 Bonds, when due, will be guaranteed under a policy of municipal bond insurance (the "Insurance Policy") to be issued at the Closing, as hereinafter defined, by (the "Insurer"). The Series 2007 Bonds shall be more fully described in the Preliminary Official Statement, dated , 2007, relating to the Series 2007 Bonds, the form of which is attached to the Resolution. Such Preliminary Official Statement as amended to delete preliminary language and reflect the final terms of the Series 2007 Bonds, and with only such changes as shall be approved by the City and the Underwriters, and as amended and supplemented prior to Closing, is herein referred to as the "Official Statement." The Series 2007 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 2007 Bonds pursuant to this Purchase Contract, the Underwriters have provided the City all applicable disclosure information 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 2007 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 2007 Bonds at not in excess of the initial public offering price (which may be expressed in terms of yield), set forth in Exhibit A attached hereto. The Series 2007 Bonds may be offered and sold to certain dealers (including the Underwriters and other dealers or institutions depositing such Series 2007 Bonds into investment trusts) at a price or prices lower than such public offering price. The City covenants with the Underwriters to cooperate with it in qualifying the Series 2007 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. The Underwriters agree to provide at the Closing a certificate stating the price at which at least 10% of each maturity of the Series 2007 Bonds have 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 2 the Series 2007 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 2007 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 2007 Bonds upon tender thereof by the City as provided herein, the Good Faith Cheek 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 irk satisfaction of the requirements of Section218.385(2) and (3), Florida Statutes. The City is proposing to issue the Series 2007 Bonds in the aggregate principal amount of $ 80.000 000 for the purpose of (i) financing the cost of the Series 2007 Project, (ii) funding a deposit to the Reserve Fund in respect to the Series 2007 Bonds, and (iii) paying certain costs and expenses incurred in connection with the issuance ofthe Series 2007 Bonds, including the premium for the Insurance Policy. The Series 2007 Bonds are expected to be repaid over a period of approximately years, at a true interest cost of approximately %, resulting in total interest payments in the amount of $ being made over the life of the Series 2007 Bonds. The Series 2007 Bonds are payable from and secured by a lien upon and a pledge of the Designated Revenues. Authorizing the Series 2007 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. The foregoing statements are for informational purposes only and shall not affect or control the actual terms and conditions ofthe Series 2007 Bonds. 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 Aet of 1934, as amended (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 2007 Bonds. The Underwriters agree that they will not confirm the sale of any Series 2007 Bonds 3 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. b. The City represents, warrants, covenants and agrees with the Underwriters as ofthe date hereof and as of the Closing Date, which representations and warranties shall survive the Closing, that: A. The City is a municipal corporation of the State duly organized and existing, pursuant to the Constitution, the Charter of the City, and laws of the State and is authorized An empowered by law, including particularly the Act, to issue the Series 2007 Bonds and to use the moneys derived from the sale of the Series 2007A Bonds to finance the cost of the Series 2007 Project; to adopt the Resolution, to accept this Purchase Contract; to issue, sell and deliver the Series 2007 Bonds to the Underwriters as provided herein; to pledge of the Designated Revenues; 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 F (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, and the execution and delivery of the Disclosure Agreement; the adoption of the Resolution; and the sale, execution, issuance and delivery of the Series 2007 Bonds. Each ofthe 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 terms of this Purchase Contract and the Resolution, the Series 2007 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 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 City is a party or to which the City or any of the property or assets of the Series 2007 Project 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 2007 Bonds and the Disclosure 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 4 which the City is a party or by which the City is bound, or, any constitutional provision or statute of the State, 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 required in connection with the issuance or sale of the Series 2007 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 at% unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Purchase Contract, the Resolution and the Disclosure Agreement, or which, in any way, would adverselyaffect the validity or enforceability of the Series 2007 Fonds, the Resolution, the Disclosure Agreement, or any agreement or instrument to which the City is a party used or contemplated for use in the. consummation ofthe transactions contemplated by this Purchase Contract, the Disclosure Agreement and the Resolution. F. The City will not takelor omit to take any action which action or omission will in any way cause the proceeds from the sale of the Series 2007 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 headings "DESCRIPTION OF THE SERIES 2007 BONDS — Book -Entry Only System" and "MUNICIPAL BOND INSURANCE") 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 ofthe "underwriting period" (as defined in the Rule) 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 fella 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. 5 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 prirkipal 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 Official Statement was deemed "final" by the. City for purposes of the Rule. 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 the Rule, and the City has complied with and is currently in compliance with each such undertaking. L. (i) The financial statements of, and 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, 2006, except as specifically described in the Official Statement. 7. At 1:00 p.m., prevailing Eastern time, on , 2007 (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 FAST system of The Depository Trust Company ("DTC") to the Underwriters the Series 2007 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 2007 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 2007 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. 6 Accordingly, the obligation of the Underwriters under this Purchase Contract to purchase and pay for the Series 2007 Bonds shall be subject to the performance by the City of such obligations at or prior to the Closing, and the obligations hereuder 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 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 supplementedfor amended, except in any such case as may have .been agreed to in writing by the Underwriters. 1 B. At the time of the Cl sing, all required official action of the City relating to the authorization, sale and issuance of the 8eries 2007 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 2007 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 2007 Bonds will be rated, " " by Moody's Investors Service ("Moody's"), " " by Standard & Poor's Ratings Services ("S&P"), and " " by Fitch Ratings ("Fitch"), which ratings shall be based upon the issuance of the Insurance Policy. 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 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 7 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 Squire, Sanders & Dempsey L.L.P., Miami, Florida, Bond Counsel, dated the date of the Closing, substantially in the form attached as Appendix D to the Official Statement and addressed (or a separate "reliance letter" addressed) to the City and the Underwriters; (iv) The supplemental opinion of Bond Counsel, dated the date of the Closing in form reasonably acceptable to the Representative and its counsel and substantially in the form of Exhibit C attached hereto; (v) The opinion of Jorge L. Fernandez, Esq., City Attorney, dated the date of the Closing, in foi in reasonably acceptable to the Representative and its counsel and substantially in the form of Exhibit D attached hereto{; (vi) The opinion of Counsel to Insurer, dated the date of the Closing, in form and substance satisfactory to the Underwriters and its counsel and addressed (or a separate "reliance letter" addressed) to the City and the Underwriters with such opinion including an opinion to the effect that (1) Insurer is duly organized and validly existing under the laws of its state of incorporation and is qualified to do business in the State and (2) the Insurance Policy has been duly and validly issued by the Insurer and constitutes the legal, validand binding obligation of the Insurer enforceable in accordance with its terms except as limited by bankruptcy, insolvency, moratorium and other similar laws of equitable principles affecting creditors' rights generally; (vii) An opinion of Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel, addressed to the City, and dated the date of Closing, to the effect that with respect to the infoiination 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 firms that would cause them 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 and the Insurance Policy. 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; (viii) an opinion of Broad and Cassel, Orlando, Florida, counsel to the Underwriters, dated the date of the Closing, in 'bun and substance satisfactory to the Underwriters. (ix) A certificate dated the date of Closing of the Mayor and City Manager to the effect that: 8 (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 xistence of the City, or (2) seeking to restrain or enjoin the issuance or delivery of any of the Series 2007 Bonds, or the collection of revenues or other moneys pledged to pay the principal of and interest on the Series 2007 Bonds, or in any way contesting or affecting the validity of the Series 2007 Bonds. the Resolution or thd, lien upon and pledge of the Designated Revenues, or contesting the powers of the City to issue the Series 2007 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 and its counsel, 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 1 (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 Ishould 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; (x) Executed copies of (a) Ordinance No. 93-63 enacted by Miami -Dade County (the "Countva on June 15r,1993; (b) the Interlocal Agreement, dated as of May 20, 1993, among the County. the City and certain other municipalities- and (e) Ordinance No. 93-91 enacted y the County on September 20, 1993. as amended by Ordinance No. 96-101 enacted by the County on June 20, 1996, all relating to the Local Option Gas Taxes. (xi) Executed copies of (a1Ordinance No. 02-116 enacted by the County on July 9 2002; and (b) the Interlocal Agreement, dated as of , 2003, between the County and theCiiy both relating td the Transportation_Surtax; (di) Executed copy of Ordinance No. 04-00466 enacted by the City on July 22, 2004 relating to the Parking Surcharge, (xiii) A certificate of Insurer in form and substance satisfactory to the Underwriters and its counsel verifying the statements and infoi Illation relating to Insurer and the Insurance Policy in the Official Statement. Such certificate shall state that the information relating to the Insurer appearing under the caption "MUNICIPAL BOND INSURANCE" in the Official Statement does not contain any untrue statement of a material fact or omit to state a material 9 fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xixiv) A copy of a transcript of all proceedings relating to the authorization. sale and issuance of the Series 2007 Bonds. including, among other documents, copies of the Resolution and this Purchase Contract; (xixxv) A true and correct copy of the Insurance Policy issued by Insurer; { ii}-(xvi)An executed Disclosure Agreement of the City, substantially in the foiiii provided therefor in Appendix F to the Official Statement and meeting the requirements of Section (b)(5) of the Rule; and (ivxy_i) 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 2007 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 2007 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 2007 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 I 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 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 2007 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, calamityor crisis was occurring as of the date hereof which had a material effect upon the marketability ofthe ,Series 2007 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 t1ie New York Stock Exchange or any governmental authority of any material restrictions not now in force with respect to the Series '2007`Bonds .or obligations of the general character of the Series 2007 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 2007 Bonds or the issuance, offering or sale of the Series 2007 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 withdrawal or downgrading of the rating of any bonds supported by an insurance policy of the Insurer. G. 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 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 proceed with the offer, sale or delivery of the Series 2007 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. H. 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, 11 department, agency or commission of the Uriited States or the State 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 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 2007 Bonds on the teiins and in the manner contemplated in the Off•cial Statement or causes the Official Statement to be misleading in any material respect. I. Insurer's Commitment to insure the Series 2007 Bonds shall have been repudiated by the Insurer or any litigation onproceeding shall be pending or threatened questioning the validity or enforceability thereof or seeking to enjoin performance thereunder or the Underwriters or the City shall have received notice from Insurer that it will be Unable to perform under the Insurance Policy. J. An adverse ruling in the pending litigation described in the Official Statement under the heading "LITIGATION,- which materially impairs the ability of the City to make payment on the Series 2007 Bonds. 1 K. Any event occurring, or information becoming known which in 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. L. 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. { M. 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 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 2007 Bonds or the ability of the Underwriters to enforce contracts of the sale of the Series 2007 Bonds. 10. The Underwriters shall be under no obligation to pay any expenses incident to the performance of the City's obligations hereunder, including but not limited to (A) the cost of printing and preparation for printing or other reproduction of the Preliminary Official Statement and the Official Statement, (B) the cost of printing and preparation for printing or other reproduction or recording or filing or publishing (or paying any tax, fee or other governmental charge with respect thereto) of any document or instrument referred to herein, (C) the cost of preparation, printing, execution, safekeeping, transportation and delivery to the Underwriters of the Series 2007 Bonds, (D) the fees and disbursements of Bond Counsel, Disclosure Counsel, Counsel to the City, Counsel to the Insurer and any other experts or consultants retained by the City, (E) the fees and expenses of 12 the City under the Resolution, (F) all fees and costs of Moody's, S&P and Fitch for issuing the ratings for the Series 2007 Bonds, and (G) the cost of the premium for the Insurance Policy. The Underwriters shall pay (i) the costs of preparation and printing of this Purchase Contract and the Blue Sky Memorandum, if any; (ii) all advertising expenses in connection with the public offering of the Series 2007 Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the Series 2007 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 Issuer to comply with the terms or to fulfill any of the conditions of this Purchase Contract, or if for any reason the Issuer shall be unable to perform its obligations under this Purchase Contract, the Issuer 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 may be given by delivering the same in person, or by'certified or registered mail, return receipt requested, to J.P. Morgan Securities Inc., 2 S. Biscayne Blvd., Suite 2370;Floor 22, Miami, Florida 33131, Attention: Percy R. Aguila, Jr., ¥ie residentExecutive Director. All notices or communications hereunder by any party shall be given and served upon each other party. 12. The Issuer acknowledges that in connection with the offering of the Series 2007 Bonds: (a) the Representative has acted at aims length, is not an agent of, and owes no fiduciary duties to, the Issuer or any other person, (b) the Representative owes the Issuer 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 Issuer 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 2007 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 2007 Bonds hereunder. 14. This Purchase Contract may be amended only by 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. 13 16. This Purchase Contract may be executed in any number of counterparts, each of whkh so executed and delivered shall constitute an original and all together shall constitute but one and the same instrument. [Signatures on following pages] 14 PresidentExecutive Director } Very truly yours, J.P. MORGAN SECURITIES INC., on behalf of itself and as Representative of the Underwriters By: Percy R. Aguiia, Jr., V-iee 15 Accepted this day of , 2007 by and on behalf of the City of Miami, Florida, pursuant to the provisions of the Resolution. CITY OF MIAMI, FLORIDA ATTEST: By: By: City Clerk City Manager Approved as to Form and Correctness By: City Attorney 16 $80,000,000 CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BONDS, SERIES 2007 (Street and Sidewilk Improvement Program) TERMS OF SERIES 2007 BONDS Maturity Date Principal Amount EXHIBIT A Initial CTJSIP Brest Rate 'Yield Numiber. $ % Tenn Bond Due January 1_, 20 Yield % Initial Cusip Number $ % Term Bond Due January , 20 Yield Optional Redemption % Initial Cusip Number The Series 2007 Bonds maturing on and after January 1, 20_, are subject to redemption at the option of the City on or after January 1, 20 , in whole or in part at any time, in such manner as shall be determined by the Bond Registrar,i at a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption without premium. Mandatory Redemption [The Series 2007 Bonds maturing on January 1, 20 , are subject to mandatory sinking fund redemption prior to maturity, in part by lot, ion January I. 20 in the following years and in the following amounts, from and to the extent of Amortization Requirements and whether sufficient moneys are then on deposit in the Principal: and Interest Account for the Series 2007 Bonds, at a redemption price of par, plus accrued interest to the respective dates of redemption without premium: Year 20 20 20 20 A-1 Amortization Requirement QRL1TFCPF942a2-?942325.2 .... _..... 09999f9999 Maturity] ORLI VPFCP44942a25 1942325.2 09999/9999 DISCLOSURE STATEMENT S'' S80,000,000 CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BONDS, SERIES 2007 (Street and Sidewalk Improvement Program) The City Commissioners of the City of Miami, Florida Miami, Florida 33133 Ladies and Gentlemen: , 2007 EXHIBIT B In connection with the proposed issuance by the City of Miami, Florida (the "City") ofthe principal amount of the bonds referred to above (the "Series 2007 Bonds"), J.P. Morgan Securities Inc. (the "Representative"), on behalf of itself and UBS Securities LLC, LaSalle Financial Services, Inc., Raymond James & Associates, Inc. and SunTrust Capital` Markets, Inc. (collectively with the Representative, the "Underwriters") has agreed to underwrite a public offering of the Series 2007 Bonds. Arrangements for underwriting the, Series 2007 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 2007 Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriters in connection with the purchase and reoffering bf the Series 2007 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 2007 Bonds. B-1 ORLI \PFC P12323.-1942325.2 ............... ...... 09999/9999 (c) The amount of underwriting spread expected to be realized is as follows: Takedown Management Fee Underwriters' Expenses Total Underwriting Spread Per $1,000 Bond Dollar Amount (d) No other fee, bonus or other compensation has or will be paid by the Underwriters in connection with the issuance of the Series 2007 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: J.P. Morgan Securities Inc. 2 S. Biscayne Blvd. Suite 2370F1oor 22 Miami, Florida 33131 UBS Securities LLC 100 S.E. 2nd Street, Suite 2400 Miami, Florida 33131 + LaSalle Financial Services, Inc. 540 West Madison Street, Suite 2800 Chicago, Illinois 60661 Raymond James & Associates, Inc. 880 Carillon Parkway Tower 3, 3rd Floor St. Petersburg, Florida 33716 SunTrust Capital Markets, Inc_ 200 South Orange Avenue Tower 10: Mail Code: 0-1102 Orlando, Florida 32801 B-2 OR L 14P F C P 5942 32 a. 7 99225..2 .............._. 09999/9999 IN WITNESS WHEREOF, the undetsigned has executed this Disclosure Statement this day of , 2007. PresidentExecutive Director 3.P. MORGAN SECURITIES INC., an behalf of itself and as Representative of the Underwriters BY: B-3 Percy R. Aguila, Jr., Vice ORLI tPFC P4942325:195z3zs_2 ................ ____. ©9999/9999 SC-IEDULE B-1 UNDERWRITERS' EXPENSES Underwriters" Counsel BMA Fee Dalnet Dalnet Wire Charges CUSIP Day Loan Miscellaneous Good Faith Check Carry Total: B-4 S11000 O R L 41 P F C PS 042 32 5 1.942 32 52 09999/9999 EXHIBIT C FORM OF SUPPLEMENTAL BOND COUNSEL OPINION [Attached] ORL 15PFC P5942325.1942325, 2 ................. 0999919999 FORM OF CITY ATTORNEY'S OPINION [Attached] ORLI\PFCP1942323:-E942325.2 39999/9999 EXHIBIT E PRELIMINARY OFFICIAL STATEMENT Exhibit E the final official statement will be provided and executed upon issuance of the Series 2007 Bonds and will be on file with the City Clerk's Office E-1