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HomeMy WebLinkAboutExhibit 2Exhibit "A" Form of Bond Purchase Agreement THE CITY OF MIAMI, FLORIDA Tax -Exempt Variable Rate Parking System Revenue Refunding Bonds Series 2008 The City of Miami City Commissioners Miami, Florida Dear Messrs: Taxable Variable Rate Parking System Revenue Refunding Bonds Series 2008 Bond Purchase Agreement July 2008 The undersigned, SunTrust Robinson Humphrey, Inc. (the "Underwriter"), being duly authorized, hereby offers to enter into this Bond Purchase Agreement (this "Purchase Agreement") with the City of Miami (the "City") for the placement by the Underwriter and the sale by the City of the 2008 Bonds referred to in Section 1 hereof. This offer is made subject to acceptance by the City of this Purchase Agreement, which acceptance shall be evidenced by the execution of this Purchase Agreement by a duly authorized officer of the City prior to 5:00 P.M., Eastern Time on July 2008. Upon such acceptance, execution and delivery, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriter. Capitalized terms used herein not otherwise defined herein have the meanings set forth in the Bond Ordinance (as hereinafter defined). 1. Upon the terms and conditions and based on the representations, warranties and covenants hereinafter set forth, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the City's $ aggregate principal amount of The City of Miami, Tax -Exempt Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the "2008 Tax -Exempt Bonds") and $ aggregate principal amount of The City of Miami, Taxable Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the "2008 Taxable Bonds" and, together with the 2008 Tax -Exempt Bonds, the "2008 Bonds"), and the Underwriter has agreed to purchase all (but not Less than all) of the 2008 Bonds. The aggregate purchase price for the 2008 Bonds shall be $ ($ original principal amount, less Underwriter's discount of $ ). 2. The 2008 Bonds are being issued by the City pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, the Charter of the City (the "Charter"), and other applicable provisions of law (the "Act") and pursuant to Ordinance No. (the "Series Ordinance"), duly enacted by the City Commission (the "City (R6079164 2} Commission") of the City on , which supplements Ordinance No. 11693, enacted by the City on August 14, 1998 (as supplemented and amended, and in particular, as amended by Ordinance No. 11719, enacted by the City on October 27, 1998, collectively, the "1998 Ordinance"), as further supplemented by Ordinance No. 12778 enacted by the City on March 9, 2006 (the "2006 Ordinance" and, together with the 1998 Ordinance and the Series Ordinance, the "Bond Ordinance"). 3. The 2008 Bonds will be payable from and secured by a pledge of and lien on the Net Revenues of the Parking System, the right of the City and the Department to receive Net Revenues, and money and investment Obligations in the funds and accounts established under the Bond Ordinance. The 2008 Bonds are being issued to provide funds, together with any other available funds, for the purposes of (a) currently refunding and redeeming all of the City's outstanding Tax -Exempt Variable Rate Parking System Revenue Bonds, Series 2006, and its Taxable Variable Rate Parking System Revenue Bonds, Series 2006 (collectively, the "Refunded Bonds"), and (b) paying certain costs of issuance in connection the issuance of the 2008 Bonds. 4. The 2008 Bonds will also be payable from an irrevocable direct -pay Letter of Credit (the "Credit Facility") to be issued by SunTrust Bank (in such capacity, the "Credit Provider"). The Credit Facility will be issued pursuant to a Letter of Credit Agreement, dated as of July 1, 2008 (the "Credit Agreement"), between the City and the Credit Provider. The 2008 Bonds will be dated the date of delivery and shall bear interest initially at a Weekly Rate (as defined in the Bond Ordinance), determined on the date of issuance and thereafter on a weekly basis as provided in the Bond Ordinance and shall mature on July 1, 2036. The 2008 Bonds shall be subject to tender for purchase and to redemption as described in the Bond Ordinance and this Purchase Agreement. 5. The Underwriter agrees to deliver to the City a certificate, dated the Closing Date, to the effect that the price for the 2008 Bonds as shown on the cover page of the Official Statement represents 100% of the principal amount thereof. 6. The City has caused to be prepared an Official Statement, dated July , 2008 (such Official Statement, including the cover page and all appendices thereto, and any amendments and supplements thereto that may be authorized by the City for use with respect to the 2008 Bonds being herein called the "Official Statement"), which the City has authorized to be circulated, and the City consents to the use of the Official Statement by the Underwriter prior to the date hereof in connection with the offering of the 2008 Bonds. Within seven business days after the acceptance and execution of this Purchase Agreement by the City, the City shall deliver to the Underwriter sufficient copies as the Underwriter may reasonably request of the Official Statement. The City hereby authorizes the use by the Underwriter of (a) the Bond Ordinance, (b) the Official Statement, (c) the Disclosure Dissemination Agent Agreement, (d) the Remarketing Agreement, (e) the Tender Agent Agreement, (f) this Purchase Agreement, and (e) any other pertinent documents in connection with the offering and sale of the 2008 Bonds (collectively, the "City Agreements"). The Underwriter hereby agrees not to distribute or make use of any official statement relating to the 2008 Bonds unless such official statement has been approved by and contains a cover page that sets forth the name of the Underwriter. {R6079164 2) 2 The Underwriter agrees to file the Official Statement with a Nationally Recognized Municipal Securities Information Repository ("NRMSIR") which has been so designated by the Securities and Exchange Commission pursuant to 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 the MSRB (accompanied by a completed Form G-36) not later than two (2) business days after the Closing, and will furnish to the City a list of the names and addresses of each such NRMSIR receiving a copy. The filing of the Official Statement with each such NRMSIR shall be in accordance with the terms and conditions applicable to such NRMSIR. In accordance with Section 218.385, Florida Statutes, the Underwriter hereby discloses the information required by such Section, including a truth -in -bonding statement, all as provided in Exhibit A attached hereto. 7. The Department of Off -Street Parking of the City of Miami d//b/a the Miami Parking Authority (the "Department") is an agency and instrumentality of the City. The City and the Department hereby represent, warrant and covenant to the Underwriter as follows: (a) As of today and as of the date of Closing (defined herein), the statements and information contained in the Official Statement (other than the information in the Official Statement under the headings "DESCRIPTION OF THE 2008 BONDS - Book - Entry Only System," "BOND CREDIT FACILITY," and "TAX MATTERS," as to which no representation is made) are and will be true, correct and complete in all material respects and the Official Statement (other than as aforesaid) does not and will not omit any statement or information which should be included therein for the purposes for which the Official Statement is to be used or which is necessary to make the statements or information contained therein, in light of the circumstances under which they were made, not misleading. (b) Except as disclosed in the Official Statement, between the date of this Purchase Agreement and the time of Closing, the City or the Department will not execute any bonds, notes or obligations for borrowed money secured by the Net Revenues, without giving prior written notice thereof to the Underwriter. (c) The City is, and will be at the date of Closing, duly organized and validly existing as a body politic and corporate and a public instrumentality of the State of Florida, with the powers and authority set forth in the Act. (d) The Department is, and will be at the date of Closing, duly organized and validly existing as an agency and instrumentality of the City. (e) The City had, has and will have at the date of Closing (as applicable) full legal right, power and authority to: (i) enter into the City Agreements, (ii) adopt the Bond Ordinance, (iii) sell, issue and deliver the 2008 Bonds to the Underwriter as provided herein, and (iv) carry out and consummate the transactions contemplated by the City Agreements, the Bond Ordinance and the Official Statement and the City has complied, and at the Closing will be in compliance, in all respects, with the terms of the Act and with the obligations on its part contained in the Bond Ordinance, the 2008 Bonds and the City Agreements. (R6079164 2} 3 (f) By all necessary official action, the City has duly adopted the Bond Ordinance, has duly authorized and approved the Official Statement and has duly authorized and approved the execution and delivery of, and the performance by the City, of the City Agreements and all other obligations on its part in connection with the issuance of the 2008 Bonds and the consummation by it of all other transactions contemplated by the City Agreements. On the date of delivery of the 2008 Bonds, the Bond Ordinance and the City Agreements will each constitute a legal, valid and binding obligation of the City, enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (g) When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Agreement, the 2008 Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding obligations of the City in conformity with the Act. (h) The adoption of the Bond Ordinance, the authorization, execution and delivery of the City Agreements and the 2008 Bonds, and compliance with the provisions hereof and thereof do not and will not conflict with, or constitute a breach of or default under any law, —administrative- regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the City was or is subject, as the case may be, nor does such adoption, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon the Parking System or any of the other property or assets of the City, or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the 2008 Bonds. (i) At the time of Closing, the City will be in compliance in all respects with the covenants and agreements contained in the Bond Ordinance and the City Agreements and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute - an --event of default under the Bond Ordinance or the City Agreements will have occurred or be continuing. (j) Except as provided in the Official Statement, all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the City of its obligations under the Bond Ordinance or the City Agreements have been obtained and are in full force and effect. (k) The City is lawfully empowered to pledge the Net Revenues of the Parking System for payment of the principal of, redemption premium, if any, and interest on the 2008 Bonds. (1) Except as disclosed in the Official Statement, to the best knowledge of the City, as of the date hereof, 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 threatened against the City, affecting or seeking to prohibit, restrain or enjoin (R6079164 2} 4 the collection of the Revenues of the Parking System, the sale, issuance or delivery of the 2008 Bonds, or the pledge of Net Revenues, or contesting or affecting the validity or enforceability in any respect of the 2008 Bonds, the Bond Ordinance or the City Agreements, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the City, the governing body of the City, the issuance of the 2008 Bonds, the adoption of the Bond Ordinance or the execution and delivery by the City of the City Agreements or their performance. (m) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to (i) qualify the 2008 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, and (ii) determine the eligibility of the 2008 Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the 2008 Bonds; provided, however, that the City shall 'not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction or expend its own funds with respect to the foregoing. (n) 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 2008 Bonds to be applied in a manner contrary to that provided for in the Bond Ordinance as described in the Official Statement. (o) The City neither is, nor has been, in default any time after December 31, 1975, as to payment of principal or interest with respect to an obligation issued or guaranteed by the City. (p) If, after the date of this Purchase Agreement and until the earlier of (i) 90 days from the end of the "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 Underwriter thereof, and, if in the opinion of the Underwriter 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 Underwriter a sufficient number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter, Adorno & Yoss LLP, as Counsel to the Underwriter, and Squire, Sanders & Dempsey, L.L.P., as disclosure counsel to the City) 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. (R6079164_2} 5 (q) The City has not been advised by the Commissioner, any District Director or any other official of the Internal Revenue Service that certifications by the City with respect to arbitrage may not be relied upon. (r) The City will not take any action nor omit to take any action which would adversely affect the exclusion from gross income for federal income tax purposes of interest on the 2008 Tax -Exempt Bonds under the Code. (s) The City and the Department are presently in compliance with prior continuing disclosure undertakings entered into pursuant to the Rule. (t) To the best knowledge of the City, neither the Securities and Exchange Commission nor any state securities commission has issued or, to the best of the City's knowledge, threatened to issue, any order preventing or suspending the use of the Official Statement. (u) Any certificate signed by an authorized officer of the City delivered to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein. (v) Except as described in the Official Statement, upon the issuance and delivery of the 2008 Bonds, there will be no other obligations which have a lien on, or are secured by a pledge of, the Net Revenues of the Parking System, the right of the City and the Department to receive Net Revenues, and money and Investment Obligations in the funds and accounts established under the Bond Ordinance. (w) This Purchase Agreement and the Bond Ordinance are in the form approved by the City and upon the execution and delivery thereof, each will constitute the legal, valid and binding obligation of the City, enforceable in accordance with its terms (subject in each case to principles of equity, regardless of whether proceedings for enforcement be of a legal or equitable nature, and to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally from time to time in effect). (x) The 2008 Bonds will be limited obligations of the City, payable from and secured by a pledge of and lien on the Net Revenues of the Parking System, the right of the City and the Department to receive Net Revenues, and money and Investment Obligations in the funds and accounts established under the Bond Ordinance, and will not constitute an obligation or debt of the City or the State of Florida, or any political subdivision thereof, and neither the faith nor credit of the City or the State of Florida, or any political subdivision thereof, is pledged to the payment of the 2008 Bonds. (y) Any certificate signed by an authorized officer of the City and delivered to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein. 8. By no later than 1:00 P.M., Eastern Time, on , 2008 (the "Closing Date"), the City will deliver, or cause to be delivered, to or upon the order of the Underwriter, {R6079164 2} 6 the 2008 Bonds, in definitive form, duly executed and authenticated, together with the other documents required in Section 9 hereof, and the Underwriter will accept such delivery and pay the purchase price of the 2008 Bonds. Payment for the 2008 Bonds shall be made in immediately available funds by check or by bank wire transfer payable to the order of the Trustee on behalf of the City. The closing of the sale of the 2008 Bonds as aforesaid (the "Closing") shall be held at the offices of Broad and Cassel, Miami, Florida, except that physical delivery of the 2008 Bonds shall be made to the Depository Trust Company for the account of the Underwriter. Unless otherwise requested by the Underwriter at or prior to the Closing, the 2008 Bonds will be delivered at the Closing in fully registered form, registered to Cede & Co., and in the form of one certificate for each maturity of the 2008 Bonds. 9. The obligations of the Underwriter hereunder shall be subject to (i) the performance by the City and its obligations to be performed hereunder at and prior to the Closing or such earlier time as may be specified herein; and (ii) the following conditions, including the delivery by the City of such documents as are contemplated hereby in form and substance satisfactory to the Underwriter and its counsel: (a) The representations, warranties and agreements of the City and the Department contained herein shall be true and correct and complied with as of the date hereof and as of the date of Closing, as if made on the Closing Date. (b) At the time of the Closing (i) the Official Statement and the Bond Ordinance 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 Underwriter; (ii) the City shall have duly adopted and there shall be in full force and effect such resolutions, including the Bond Ordinance as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby; (c) At the time of Closing, the City Agreements and the 2008 Bonds shall be in full force and effect in accordance with their respective terms and shall not have been ameaded, modified or supplemented in any material respect, except in each such case as may have been agreed to by the Underwriter. (d) At or prior to the Closing, the Underwriter shall have received the following documents: (i) The Bond Ordinance certified by the Clerk of the City under seal as having been duly adopted by the City and as being in effect, with only such supplements, modifications or amendments as may have been agreed to by the Underwriter. {R6079164 2} (ii) Fully executed counterparts of (A) the City Agreements, with any and all revised schedules and (B) the Official Statement and copies of conformed Official Statements sufficient to satisfy the requirements of Section 6 hereof 7 {R6079164 2} (iii) Final approving opinion of Broad and Cassel, Orlando, Florida, in its capacity as Bond Counsel to the City, addressed to the City, dated the date of the Closing, in substantially the form included in the Official Statement as Appendix D. (iv) Letter of Bond Counsel to the City addressed to the Underwriter, and dated the date of Closing, to the effect that its final approving opinion referred to in clause (iii) above may be relied upon by the Underwriter to the same extent as if such opinions were addressed to the Underwriter. (v) Supplemental opinion of Bond Counsel to the City addressed to the City and the Underwriter, and dated the date of Closing, to the effect that, (A) the information set forth in the Official Statement under the headings "INTRODUCTION," "PLAN OF FINANCE," "DESCRIPTION OF THE 2008 BONDS" (other than the information under the caption "Book -Entry Only System"), "SECURITY AND SOURCES OF PAYMENT FOR THE 2008 BONDS," "TAX MATTERS," and APPENDICES C and D thereto (other than the financial and statistical information included therein as to which no opinion need be expressed), insofar as such information purports to be descriptions or summaries_ of the Act the Bond Ordinance, the 2008 Bonds, the City Agreements and the laws of the State of Florida and the United States, constitute accurate and fair statements or summaries of the matters set forth or the documents or laws referred to therein, (B) the City has duly authorized the execution and delivery of the Official Statement and the use thereof by the Underwriter, (C) the 2008 Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Bond Ordinance is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended, and (D) the Refunded Bonds have been defeased in accordance with the Bond Ordinance and are not longer outstanding thereunder. (vi) -- -Opinion-- of the- City_Attomey,addressed to the City and the Underwriter; and dated the date of the Closing, to the effect that (A) the City is a body politic and corporate and a public instrumentality of the State of Florida, duly created and validly existing under the Act and has full legal right, power and authority to adopt the Bond Ordinance, to operate and financially control the Parking System and to authorize, execute and deliver and to perform its obligations under the City Agreements, (B) the City has duly adopted the Bond Ordinance, has duly authorized, executed and delivered the City Agreements and the Bond Ordinance and, assuming the due authorization, execution and delivery of the City Agreements by the other parties thereto, the City Agreements constitute legal, binding and valid obligations of the City, enforceable in accordance with their respective terms; provided, however, the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity, (C) the information in the Official Statement as to legal matters relating to the City, the Net Revenues, the Act, the 2008 Bonds, the Parking System, the City Agreements and the Bond Ordinance is 8 {R6079164 2} correct in all material respects and does not omit any statement, which in their opinion, should be included or referred to therein, and in addition, with respect to the information in the Official Statement and based upon their review of the Official Statement as City Attorney to the City and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, they have no reason to believe that the Official Statement (except for the information under the headings "DESCRIPTION OF THE 2008 BONDS - Book -Entry Only System," "CREDIT FACILITY" and in Appendix [Fj thereto and the financial and statistical data contained therein as to which no view need be expressed) contained as of its date, or contains as of the date of Closing, an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, (D) the Official Statement has been duly authorized, executed and delivered by the City, and the City has consented to the use thereof by the Underwriter, (E) to the best of their knowledge, the adoption of the Bond Ordinance, the operation and financial control of the Parking System by the Department, the authorization, execution and delivery of the City Agreements and the 2008 Bonds, and compliance with the provisions hereof and thereof do not and will not conflict with, or constitute a -breach-of-or-default under, - any law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the City was or is subject, as the case may be, nor does such adoption, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City, or under the terms of any law, administrative regulation, ordinance, resolution or instrument (F) to the best of their knowledge, all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the City of its obligations under the City Agreements, the 2008 Bonds and the Bond Ordinance have been obtained and are in full force and effect, (G) the City is "lawfully empowered to pledge and grant, and pursuant to the Bond Ordinance, has pledged and granted, a lien on the Net Revenues, for payment of the principal of, redemption premium, if any, and interest on the 2008 Bonds as the same becomes due and payable, and (H) except as disclosed in the Official Statement, to the best of their knowledge, as of the date of such opinion, 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 threatened against the City, affecting or seeking to prohibit, restrain or enjoin the operation and financial control of the Parking System by the City, the collection of Revenues of the Parking System, the sale, issuance or delivery of the 2008 Bonds, the pledge of and lien on the Net Revenues, or contesting or affecting as to the City the validity or enforceability in any respect of the 2008 Bonds, the Bond Ordinance or the City Agreements, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the City, the governing body of the City, the issuance of the 2008 Bonds, the adoption of the Bond Ordinance, the 9 (R6079164 2) operation and financial control of the Parking System by the Department or the execution and delivery by the City of the City Agreements or their performance. (vii) A certificate, dated the date of Closing, signed by the Chairman of the Department, or such other official satisfactory to the Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that, to the best of his knowledge and belief (A) the representations, warranties and covenants of the Department contained herein are true and correct in all material respects and are complied with as of the time of Closing, and (B) the Official Statement (other than the information under the headings "DESCRIPTION OF THE 2008 BONDS - Book -Entry Only System," "BOND CREDIT FACILITY," "TAX MATTERS" and in APPENDIX [F] thereto, as to which no view need be expressed) did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading. (viii) A certificate, dated the date of Closing, signed by the Mayor of the City, or such other official satisfactory to the Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that, to the best of his knowledge and belief (A) the representations, warranties and covenants of the City contained herein are true and correct in all material respects and are complied with as of the time of Closing, and (B) the Official Statement (other than the information under the headings "DESCRIPTION OF THE 2008 BONDS - Book -Entry Only System," "BOND CREDIT FACILITY," "TAX MATTERS" and in APPENDIX [F] thereto, as to which no view need be expressed) did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading. (ix) An opinion of Squire Sanders & Dempsey LLP, disclosure counsel to the City, addressed to the Underwriter, and dated the date of Closing, substantially to the effect that with respect to the information in the Official Statement and based upon said firm's participation in the preparation of the Official Statement as disclosure counsel to the City and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, nothing has come to its attention which leads it to believe that the Official Statement (except for the information under the headings "DESCRIPTION OF THE 2008 BONDS - Book -Entry Only System," "BOND CREDIT FACILITY," and "TAX MATTERS" and in the appendices thereto and the financial and statistical data contained therein, as to which no view need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements 10 {R6079164_2} made therein, in light of the circumstances under which they were made, not misleading. (x) [An opinion of Adomo & Yoss LLP, Counsel to the Underwriter, addressed to the Underwriter, and dated the date of Closing, substantially to the effect that the Disclosure Agreement complies as to form in all material respects with the applicable requirements of the Rule.] (xi) A certificate, dated the date of Closing, signed by the Chairman of the Department, or such other official satisfactory to Bond Counsel, setting forth the reasonable expectations regarding the use of the proceeds of the 2008 Bonds, among other matters. (xii) A certificate, dated the date of Closing, of an authorized representative of TD Bank, National Association, Jacksonville, Florida, as Bond Registrar, Paying Agent, Tender Agent and Trustee (the "Fiduciary") to the effect that (A) the Fiduciary is a banking association duly organized, validly existing and in good standing under the laws of the United States and is duly authorized to exercise trust powers in the State of Florida, (B) the Fiduciary has all requisite authority, power, licenses, permits and franchises, and has full corporate power arid- legal authority to execute and perform its functions under the Bond Ordinance, (C) the performance by the Fiduciary of its functions under the Bond Ordinance will not result in any violation of the Articles of Association or Bylaws of the Fiduciary, any court order to which the Fiduciary is subject or any agreement, indenture or other obligation or instrument to which the Fiduciary is a party or by which the Fiduciary is bound, and no approval or other action by any governmental authority or agency having supervisory authority over the Fiduciary is required to be obtained by the Fiduciary in order to perform its functions under the Bond Ordinance, (D) the Bond Ordinance constitutes a valid and binding obligation of the Fiduciary in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity and (E) to the best of such authorized representative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to his or her knowledge, threatened against or affecting the Fiduciary wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Fiduciary to perform its obligations under the Bond Ordinance. (xiii) An opinion of Greenberg Traurig, P.A., Counsel to the Fiduciary, addressed to the City and the Underwriter, and dated the date of Closing, in form and substance satisfactory to the Underwriter, Counsel to the Underwriter and Bond Counsel. 11 (xiv) Letter of Moody's Investors Service, Inc_ ("Moody's") to the effect that the 2008 Bonds have been assigned a rating of "Aa2/VMIG-1" and which ratings shall be in effect as of the date of Closing. (xv) A certificate, dated the date of Closing, of an authorized representative of SunTrust Bank, as Credit Provider, with respect to the Credit Facility and the information relating thereto contained in the Official Statement, in form and substance satisfactory to the Underwriter, Counsel to the Underwriter and Bond Counsel. (xvi) At Closing, the Underwriter shall receive evidence of compliance with the requirements of the Bond Ordinance relating to the issuance of Additional Bonds as required by the Bond Ordinance. (xvii) A specimen of the 2008 Bonds. (xviii) Such additional legal opinions, certificates, proceedings, instruments and other documents as counsel for the Underwriter may reasonably request to evidence compliance by the City with the legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the City herein contained and the due performance or satisfaction by the City, at or prior to the Closing, of all agreements then required to be performed and all conditions then required to be satisfied by the City at the Closing_ 10. The Underwriter shall have the right to cancel its obligations to purchase and accept delivery of the 2008 Bonds hereunder by notifying the City, in writing or by telegram, of its election to do so between the date hereof and the Closing if, on or after the date hereof and prior to the Closing: (a) between the date hereof and the Closing, an amendment to the Constitution_ of the ,United States or any legislation shall be (i) enacted or adopted by the United States, (ii) recommended to the Congress or otherwise endorsed for passage, by press release, other form of notice or otherwise, by the President of the United States, the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, the Treasury Department of the United States or the Internal Revenue Service, or (iii) favorably reported out of the appropriate Committee for passage to either House of the Congress by any full Committee of such House to which such legislation has been referred for consideration, or any decision of any court of the United States or any order, rule or regulation (final, temporary or proposed) on behalf of the Treasury Department of the United States, the Internal Revenue Service or any other authority or regulatory body of the United States shall be issued, or a release or announcement or communication shall be issued or sent by the Treasury Department or the Internal Revenue Service of the United States, or any comparable legislative, judicial or administrative development shall occur affecting the federal tax status of the City, its property or income, obligations of the general character of the 2008 Bonds, as contemplated hereby, or the interest thereon, or any tax exemption, which, in the (R6079164 2} 12 reasonable judgment of the Underwriter, materially adversely affects the market price of the 2008 Bonds or causes any information in the Official Statement to be misleading in any material respect, or (b) between the date hereof and the Closing, legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of Counsel for the Underwriter, has the effect of requiring the registration of the contemplated issuance or distribution of the 2008 Bonds or the Credit Facility under the 1933 Act, or the qualification of the Bond Ordinance under the Trust Indenture Act of 1939, as amended (the "TIA"), or (c) any event shall have occurred or shall exist that, in the opinion of the Underwriter, either (i) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement, or (ii) is not reflected in the Official Statement and should be reflected therein in order to make the statements and information contained therein not misleading in any material respect; or (d) litigation not otherwise described in the Official Statement is instituted with respect to the City, the Parking System or the 2008 Bonds which, in the reasonable opinion of the Underwriter, materially adversely affects the marketability of the 2008 Bonds or the market price thereof, or (e) in the reasonable opinion of the Underwriter, payment for and delivery of the 2008 Bonds is rendered impracticable or inadvisable because (A) trading in securities generally shall have been suspended on the New York Stock Exchange, Inc., or (B) a general banking moratorium shall have been established by Federal, New York or Florida authorities, or (C) on or after the date hereof, the United States shall become engaged in a war or other hostilities or in the threat of war or other hostilities, or (f) an order, decree or injunction of any court of competent jurisdiction, or any order, ruling, regulation or administrative proceeding by any governmental body or board, shall have been issued or commenced, or any legislation enacted, with the purpose or effect of prohibiting the issuance, offering or sale of the 2008 Bonds, or the operation or financial control of the Parking System by the Department, or prohibiting the adoption of the Bond Ordinance or the execution and delivery of any of the City Agreements or the performance thereof, or (g) between the date hereof and the Closing, the City or the Department has, without the prior written consent of the Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, pledging the Net Revenues of the Parking System other than as described in the Official Statement, or (h) between the date hereof and the Closing, 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 {R6079164 2} 13 implement or propose regulations, rules or legislation which, in the reasonable judgment of the Underwriter, materially adversely affects the market price of the 2008 Bonds or causes any information in the Official Statement, in light of the circumstances under which it appears, to be misleading in any material respect, or (i) between the date hereof and the Closing, 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, 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 shall be rendered which, in the reasonable judgment of the Underwriter, materially adversely affects the market price of the 2008 Bonds or causes any information in the Official Statement to be misleading in any material respect. 11. If the City is unable to satisfy the conditions to the obligations of the Underwriter contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase and accept delivery of the 2008 Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate at the option of the Underwriter and neither the Underwriter nor the City shall be under further obligation hereunder; except that the respective obligations to indemnify and pay expenses, as provided in Sections 12 and 15 hereof, shall continue in full force and effect. 12. (a) To the fullest extent permitted by applicable law, the City agrees to indemnify and hold harmless the Underwriter or the other persons described in subsection (b) below against any and all losses, damages, expenses (including reasonable legal and other fees and expenses actually incurred), liabilities or claims (or actions in respect thereof), (i) to which the Underwriter or the other persons described in subsection (b) below may become subject under any federal or state securities laws or -other-statutory- law or at common law or otherwise, caused by or arising out of or based upon any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact related to the City or the Parking System contained in the Preliminary Official Statement or the Official Statement or in the information furnished by the City in writing to the Credit Provider in connection with the issuance of the Credit Facility or caused by any omission or alleged omission related to the City or the Parking System from the Official Statement or in the information furnished by the City in writing to the Credit Provider in connection with the issuance of the Credit Facility of any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) to which the parties indemnified hereunder or any of them may become subject under the 1933 Act, the 1934 Act, the TIA, the rules or regulations under said Act, insofar as such losses, claims, damages, expenses, actions or liabilities arise out of or are based upon the failure to register the 2008 Bonds or any security therefor, including the Credit Facility, under the 1933 Act or to qualify the Bond Ordinance under the TIA. {R6079164 21 14 (b) The indemnity provided under this Section 12 shall extend upon the same terms and conditions to each officer, director, employee, agent or attorney of the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act. Such indemnity shall also extend, without limitation, to any and all expenses whatsoever reasonably incurred by any indemnified party in connection with investigating, preparing for or defending against, or providing evidence, producing documents or taking any other reasonable action in respect of any such loss, damage, expense, liability or claim (or action in respect thereof), whether or not resulting in any liability, and shall include any loss to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever as set forth herein if such settlement is effected with the written consent of the City. (c) Within a reasonable time after an indemnified party under paragraphs (a) and (b) of this Section 12 shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed, such indemnified party shall, if a claim for indemnity in respect thereof is to be made against the City under this Section 12, notify the City in writing of the commencement thereof; but the omission to so notify the City shall not relieve the City from any liability that it may have to any indemnified party other than pursuant to paragraphs (a) and (b) of this Section 12. The City shall be entitled to participate at its own expense in the defense, and if the City so elects within a reasonable time after receipt of such notice, or all indemnified parties seeking indemnification in such notice so direct, the City shall assume the defense of any suit brought to enforce any such claim, and in either such case, such defense shall be conducted by counsel chosen promptly by the City and reasonably satisfactory to the indemnified party; provided however, that, if the defendants in any such action include such an indemnified party and the City, or include more than one indemnified party and any such indemnified party shall have been advised by its counsel that there may be legal defenses available to such indemnified party that are different from or additional to those available to the City or anotherdefendant indemnified party, and that in the -reasonable opinion of such counsel are sufficient to make it undesirable for the same counsel to represent such indemnified party and the City, or another defendant indemnified party, such indemnified party shall have the right to employ separate counsel in such action, and in such event the reasonable fees and expenses of such counsel shall be borne by the City. Nothing contained in this paragraph (c) shall preclude any indemnified party, at its own expense, from retaining additional counsel to represent such party in any action with respect to which indemnity may be sought from the City hereunder. 13. The indemnity and contribution provided by Section 12 hereof shall be in addition to any other liability that the City may otherwise have hereunder, at common law or otherwise, and is provided solely for the benefit of the Underwriter and each director, officer, employee, agent, attorney and controlling person referred to therein, and their respective successors, assigns and legal representatives, and no other person acquire or have any right under or by virtue of such provisions of this Purchase Agreement. The indemnity and contribution provided by Section 12 hereof shall survive the termination or performance of this Purchase Agreement. (R6079164 2) 15 14. All representations, warranties and agreements of the City set forth in or made pursuant to this Purchase Agreement shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter and shall survive the delivery of and payment for the 2008 Bonds. 15. If the 2008 Bonds are sold to the Underwriter by the City, the City shall pay, out of the proceeds of the 2008 Bonds or from its own funds, any expenses incident to the performance of its obligations hereunder, including but not limited to: (i) the cost of the preparation, reproduction, printing, distribution, mailing, execution, delivery, filing and recording, as the case may be, of this Purchase Agreement, the Bond Ordinance, this Purchase Agreement, the Credit Agreement, the Official Statement, Blue Sky Memoranda and all other agreements and documents required in connection with the consummation of the transactions contemplated hereby; (ii) the cost of the preparation, engraving, printing, execution and delivery of the definitive 2008 Bonds; (iii) the fees and disbursements of Bond Counsel, disclosure counsel for the City, counsel for the Credit Provider, counsel for the City, counsel for the Trustee, counsel for the Underwriter and any other experts retained by the City; (iv) the initial or acceptance fee of the Trustee; (v) any fees charged by the rating agencies for the rating of the 2008 Bonds; (vi) the cost of transportation and lodging for officials and representatives of the City in connection with attending meetings and the Closing; (vii) the cost of qualifying the 2008 Bonds under the laws of such jurisdictions as the Underwriter may designate, including filing fees and fees and disbursements of counsel for the Underwriter in connection with such qualification and the preparation of Blue Sky Memoranda, and (viii) the cost of obtaining the Credit Facility. The City shall also pay any expenses incident to the performance of its obligations hereunder and, if the 2008 Bonds are not sold by the City to the Underwriter, the City shall pay all expenses incident to the performance of the City's obligations hereunder as provided above. The Underwriter shall pay (i) the cost of preparing and publishing all advertisements approved by them relating to the 2008 Bonds upon commencement of the offering of the 2008 Bonds; (ii) the cost of the transportation and lodging for officials and representatives of the Underwriter to attend meetings and the Closing; (iii) any fees of the Municipal Securities Rulemaking Board in connection with the issuance of the 2008 Bonds; and (iv) the cost of obtaining a CUSIP number assignment for the 2008 Bonds. 16. This Purchase Agreement shall inure to the benefit of and be binding upon the City and the Underwriter and their respective successors and assigns. Nothing in this Purchase Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, and the persons entitled to indemnity and contribution under Section 12 hereof, and their respective successors, assigns and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Purchase Agreement or any provision herein contained. This Purchase Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns, and the persons entitled to indemnity and contribution under Section 12 hereof, and their respective successors, assigns and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser who {R6079164_2} 16 purchases the 2008 Bonds from the Underwriter or other person or entity shall be deemed to be a successor merely by reason of such purchase. 17. Any notice or other communication to be given to the City or the Underwriter may be mailed to the following addresses: City of Miami Miami Parking Authority 190 N.E. Third Street Miami, Florida 33132 Attention: Executive Director SunTrust Robinson Humphrey, Inc. 200 South Orange Avenue Mail Code 0-1102 / Tower 10 Orlando, Florida 32801 Attention: Public Finance together with a copy to: Adorno & Yoss LLP 2525 Ponce de Leon Boulevard, 400 Miami, Florida 33134 Attn: Jeffrey DeCarlo 18. No recourse under or upon any obligation, indemnity, covenant or agreement contained in this Purchase Agreement or under any judgment obtained against the City, or by the enforcement of any assessment or by Iegal or equitable proceedings by virtue of any constitution or statute or otherwise or any under circumstances, under or independent of this Purchase Agreement, shall be had against any trustee, director, member, commissioner, officer, employee or agent, as such, past, present or -future, of the City, either directly or through the City, or otherwise, for the payment for or to the City or any receiver thereof, or to the Underwriter or otherwise of any amount that may become owed by the City hereunder. Any and all personal liability of every nature, whether at common law or in equity, or by statute or constitution or otherwise, of any trustee, director, member, commissioner, officer, employee or agent, as such, to respond by reason of any act or omission on his part or otherwise, for the payment for or to the City or any receiver thereof, the Underwriter or otherwise, of any amount that may become owed by the City hereunder is hereby expressly waived and released as a condition of and in consideration for the execution of this Purchase Agreement. 19. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 20. This Purchase Agreement shall become effective upon the acceptance hereof by the City. {R6079164 2} 17 21. This Purchase Agreement may be signed in any number of counterparts, each of which shall which shall be an original, but all of which shall constitute but one and the same instrument. (R6079164 2) [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 18 (R6079164 2) Very truly yours, SUNTRUST ROBINSON HUMPRHEY, INC., as Underwriter By: Leif G. Chase, Vice President (Signature Page to Bond Purchase Agreement) 19 Accepted and agreed to as of the date first above written: THE CITY OF MIAMI By: Pedro G. Hernandez, City Manager [SEAL] Attest: By: Priscilla Thompson, City Clerk DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI By: Arthur Noriega, V., Executive Director [SEAL] Attest: By: Secretary (R6079164 2) (Signature Page to Bond Purchase Agreement) 20 Disclosure and Truth -in -Bonding Statement July 2008 THE CITY OF MIAMI, FLORIDA Tax -Exempt Variable Rate Parking System Revenue Refunding Bonds Series 2008 The City of Miami City Commissioners Miami, Florida Ladies and Gentlemen: $ Taxable Variable Rate Parking System Revenue Refunding Bonds Series 2008 In connection with the proposed execution and delivery of the above captioned bonds (the "2008 Bonds"), SunTrust Robinson Humphrey, Inc. (the "Underwriter") has agreed to purchase the 2008 Bonds. Arrangements for the purchase of the 2008 Bonds pursuant to such offering will include a Bond Purchase Agreement dated July _, 2008 between the City of Miami (the "City") and the Underwriter which will embody the negotiations in respect thereof (the "Purchase Agreement"). The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385, Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the purchase of the 2008 Bonds as follows: (1) The estimated expenses to be incurred by the Underwriter in connection with the purchase and reoffering of the 2008 Bonds are approximately $ including $ for CUSIP, $ for DTC, $ for Underwriter's counsel fees and $ for travel and out-of-pocket cost. (2) No person has entered into an understanding with the Underwriter or, to the knowledge of the Underwriter, with the City, 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 Underwriter or to exercise or attempt to exercise any influence to effect any transaction in connection with the purchase of the 2008 Bonds by the Underwriter. (3) The management fee is $ ($ /$1,000). (4) No other fee, bonus or other compensation has been or will be paid by the Underwriter in connection with the issuance of the 2008 Bonds to any person not (R6079164 2) 21 regularly employed or retained by the Underwriter, including any "finder" as defined in Section 218.3 86(1)(a), Florida Statutes, as amended. (5) The name and address of the Underwriter is: SunTrust Robinson Humphrey, Inc. 200 South Orange Avenue Mail Code 0-1102 / Tower 10 Orlando, Florida 32801 Attention: Public Finance (6) The City is proposing to issue $ of 2008 Bonds which will be used to refund outstanding bonds of the City, as described in the Official Statement July ,, 2008 relating to the 2008 Bonds (the "Official Statement"). This debt evidenced by the 2008 Bonds is expected to be repaid over a period of approximately 28 years. The total interest paid over the life of the 2008 Bonds is $ (7) The anticipated source of repayment or security for the 2008 Bonds are Net Revenues pursuant to Ordinance No. (the "Series Ordinance"), duly enacted by the City Commission (the "City Commission") of the City on , which supplements Ordinance No. 11693, enacted by the City on August 14, 1998 (as supplemented and amended, and in particular, as amended by Ordinance No. 11719, enacted by the City on October 27, 1998, collectively, the "1998 Ordinance"), as further supplemented by adopted Ordinance No. (the "Series Ordinance") enacted by the City on , 2008. Authorizing the 2008 Bonds will not result in approximately $ of Net Revenues not being available to finance other services of the City through the stated maturity date of the 2008 Bonds. {R6079164 2} Very truly yours, SUNTRUST ROBINSON HUMPRHEY, INC., as Underwriter By: Leif G. Chase, Vice President [Signature Page — Truth in Bonding Statement] 22