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HomeMy WebLinkAboutExhibit 2EXHIBIT B BOND PURCHASE AGREEMENT T 132 C-MPt,£7ED tA-PiAl bond r►ffi/T-f-XiCa-71`0Al DRAFT ""T-1` antPLg r z ktpeh';i)cc o2E,vr CITY OF MIAMI, FLORIDA NON -AD VALOREM REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2008 BOND PURCHASE AGREEMENT Board of Commissioners City of Miami, Florida 444 Southwest 2"d Avenue Miami, FL 33130-1910 Dear Ladies and Gentlemen: September 23, 2008 The undersigned, J.P. Morgan Securities Inc. (the "Senior Manager"), acting on behalf of itself and as representative of Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., Banc of America Securities LLC and Raymond James & Associates, Inc. (collectively with the Senior Manager, the "Underwriters"), offers to enter into the following agreement with the City of Miami, Florida (the "Issuer") which, upon the Issuer's written acceptance of this offer, will be binding upon the Issuer and upon the Underwriters. This offer is made subject to the Issuer's written acceptance hereof on or before 6:00 p.m., Miami time on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. 1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase from the Issuer for offering to the public, and the Issuer hereby agrees to sell and deliver to the Underwriters for such purpose, all, but not less than all, of the Issuer's Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 (the "Bonds"). The principal amount of the Bonds to be issued, the dated date therefor, the maturities, sinking fund, optional redemption provisions, [Reserve Requirement] and interest rates per annum are set forth in Schedule 1 hereto and the Bonds shall otherwise have such terms and provisions as set forth in the Official Statement (as hereinafter defined). The purchase price for the Bonds shall be $ , which price represents the original aggregate principal amount of the Bonds of $ , [plus/less net original issue premium/discount of $ 1, less an underwriting discount of The Preliminary Official Statement of the Issuer, dated September [12], 2008, including the cover page, inside cover page and Appendices thereto, relating to the Bonds, as amended to conform to the terms of this Bond Purchase Agreement and with changes and amendments to the date hereof as have been mutually agreed to by the Issuer and the Underwriters, as indicated on Exhibit A attached hereto, is hereinafter called the "Official Statement." In conformance with Section 218.385(6), Florida Statutes, as amended, the Senior Manager, on behalf of the Underwriters, hereby delivers the Disclosure and Truth in Bonding Statement attached hereto as Exhibit F. 2. The Bonds and the Official Statement; End of the Underwriting Period. (a) The Bonds shall be as described in, and shall be issued and secured under and pursuant to Resolution No. 95-564 adopted on July 13, 1995, Resolution No. R-04-0697 adopted on November 13, 2004 and Resolution No. R-08- adopted on September 11, 2008 (collectively, the "Resolution"), and the Master Trust Indenture, dated as of December 1, 1995 (the "Master Indenture") between the Issuer and U.S. Bank National Association (successor to First Union National Bank of Florida), as Trustee, as supplemented by the Series 2008 Indenture dated as of September 1, 2008 (the "Series 2008 Indenture") between the Issuer and the Trustee (the Master Indenture and the Series 2008 Indenture are referred to herein as the "Indenture"). (b) Prior to or concurrently with the acceptance hereof by the Issuer, the Issuer has delivered to the Underwriters: (i) two copies of the Resolution; (ii) two copies of the Indenture; (iii) two copies of the Official Statement manually signed on behalf of the Issuer by the City Manager of the Issuer; and (c) Prior to the date hereof, the Issuer delivered to the Underwriters a document or documents together with a certificate of the Issuer which stated that the Official Statement, together with such other documents, if any, described in such certificate, was deemed final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), except for the information not required to be included therein under Rule 15c2-12 and certain other information specified in such certificate (d) Unless otherwise notified in writing by the Senior Manager by the Closing Date, the Issuer can assume that the "end of the underwriting period" for purposes of Rule 15c2- 12 shall be the Closing Date. In the event such notice is so given in writing by the Senior Manager, the Senior Manager agrees to notify the Issuer in writing following the occurrence of the "end of the underwriting period" as defined in Rule 15c2-12. The "end of the underwriting period" as used in this Agreement shall mean the Closing Date or such later date as to which notice is given by the Senior Manager in accordance with the preceding sentence. 3. Sale to Underwriters. The Underwriters agree to ol'fei the Bonds at prices not in excess of the initial offering prices or yields set forth in the Official Statement. 4. Use of Documents; Certain Covenants and Agreements of the Issuer. (a) The Issuer hereby authorizes the use by the Underwriters of the Resolution, the Indenture and the Official Statement, including any supplements or amendments thereto, and the information therein contained in connection with the public offering and sale of the Bonds. The Issuer ratifies and confirms the use by the Underwriters prior to the date hereof of the Official Statement in connection with the public offering of the Bonds. (b) The Issuer covenants and agrees: (i) To cause to be made available to the Underwriters such reasonable quantities of the Resolution and the Indenture as the Underwriters may request for use in connection with the offering and sale of the Bonds and to cause copies of the Official Statement to be delivered to the Underwriters in sufficient quantity (subject to paragraph 10 hereof) as may reasonably be requested by the Underwriters in order to comply with Rulel 5c2-12 and the rules of the Municipal Securities Rulemaking Board ("MSRB"), without charge, within seven business days of the date hereof and, in the event the Closing Date is less than seven business days after the date hereof, upon request of the Underwriters, in sufficient time to accompany any confirmation requesting payment from any customers of any Underwriter; (ii) If, after the date of this Bond Purchase Agreement and until twenty-five (25) days after the end of the underwriting period, any event shall occur as a result of which, in the opinion of the Senior Manager, it is necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances when the Official Statement is delivered to a purchaser, not misleading, to notify the Underwriters (and for the purposes of this clause (ii) to provide the Underwriters with such information as they may from time to time request), and to forthwith prepare and furnish, at its own expense (in a form and manner approved by the Underwriters), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not, in light of the circumstances when the Official Statement is delivered to a purchaser, be misleading or so that the Official Statement will comply with law; (iii) To advise the Underwriters immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (iv) There will be no adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Issuer since the date of the financial statements attached to the Official Statement; and (v) At or prior to the Closing, to have duly authorized, executed and delivered a written continuing disclosure undertaking of the Issuer (the "Continuing Disclosure Agreement") on behalf of each obligated person for which financial or operating data is presented in the Official Statement which complies with the provisions of Rule 15c2-12(b)(5) and which shall be substantially in the form described in the Official Statement. 5. Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Underwriters, which representations and warranties shall survive the purchase and offering of the Bonds, as follows: (a) The Issuer is a body corporate and politic duly created and existing under the Constitution and the laws of the State of Florida (the "State"), including Chapter 166, Part II, Florida Statutes, Chapter 159, Part VII, Florida Statutes, the Charter of the Issuer (the "Charter") and other applicable provisions of law, as the same may be amended and supplemented from time to time (collectively, the "Act"), duly organized and validly existing under the Charter, which Charter has been validly adopted and is in full force and effect and has full legal right, power and authority under the Act, the Resolution and the Indenture, and at the date of the closing will have full legal right, power and authority under the Act, and the Resolution and the Indenture (assuming they become effective in accordance with their terms) (i) to enter into this Bond Purchase Agreement and the Continuing Disclosure Agreement, and to adopt the Resolution and enter into the Indenture, (ii) to sell, issue and deliver the Bonds to the Underwriters as provided herein, (iii) to carry out and consummate the transactions contemplated by this Bond Purchase Agreement, the Resolution, the Indenture, the Continuing Disclosure Agreement and the Official Statement, and (iv) to conduct the operations of the Issuer, and the Issuer has complied, and will at the closing be in compliance in all respects, with the terms of the Charter, the Resolution and the Indenture as they pertain to such transactions; (b) By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly adopted the Resolution, has duly authorized and approved the execution and delivery of, and the performance by the Issuer of the obligations on its part contained in, the Bonds, the Resolution, the Indenture, this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Official Statement, and the consummation by it of all other transactions contemplated by the Official Statement, the Resolution, the Indenture the Continuing Disclosure Agreement and this Bond -Purchase Agreement; the Resolution, the Indenture, the Continuing Disclosure Agreement and this Bond Purchase Agreement constitute legal, valid ending obligations of the issuer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights; the Bonds, when issued, authenticated and delivered to the Underwriters in accordance with the Resolution, the Indenture and this Bond Purchase Agreement will constitute legal, valid and binding special obligations of the Issuer entitled to the benefits of the Resolution and the Indenture and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Resolution and the Indenture will provide, for the benefit of the holders from time to time of the Bonds, the legally valid and binding pledge of and lien on the Trust Estate (as defined in the Indenture) they purport to create, subject only to the provisions of the Resolution and the Indenture permitting the application thereof on the terms and conditions set forth in the Resolution and the Indenture; (c) The Issuer is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of the property or assets of the Issuer are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default by the Issuer under any such instrument; and the execution of this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Indenture, and the adoption of the Resolution and compliance with the provisions on the Issuer's part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of the property or assets of the Issuer are otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property, assets or revenues of the Issuer or under the terms of any such law, regulation or instrument, except as provided by the Bonds, the Resolution and the Indenture; (d) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the mater which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under, this Bond Purchase Agreement, the Resolution, the Indenture, the Continuing Disclosure Agreement and the Bonds have been duly obtained, or such approvals, consents and orders as are stated in the Official Statement as yet to be obtained or as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; (e) The Bonds conform to the descriptions thereof contained in the Official Statement under the caption "Description of the Series 2008 Bonds"; the Resolution and the indenture conform to the descriptions thereof contained in the Official Statement under the caption "Security and Sources of Payment for the Series 2008 Bonds" and the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the captions "Plan of Refunding" and "Estimated Sources and Uses of Funds"; (I) Except as described in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the Issuer, after due inquiry threatened against the Issuer, affecting the corporate existence of the Issuer or its right to conduct its operations as presently conducted in all material respects, or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of Covenant Revenues (as defined in the Master Indenture), or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution, the Indenture, the Continuing Disclosure Agreement or this Bond Purchase Agreement or contesting in any way the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the adoption of the Resolution or the execution and delivery of the Indenture, the Continuing Disclosure Agreement or this Bond Purchase Agreement, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Resolution, the Indenture, the Continuing Disclosure Agreement or this Bond Purchase Agreement or the ability of the Issuer to authorize the issuance, sale or delivery of the Bonds or to consummate any of the transactions to which it is or is to be a party as contemplated hereby or by the Resolution, the Indenture, the Continuing Disclosure Agreement or the Official Statement; (g) As of the date thereof, the Official Statement did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) At the time of the Issuer's acceptance hereof and (unless an event occurs of the nature described in paragraph (iii) of Section 4(b)) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent to the end of the underwriting period, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) If the Official Statement is supplemented or amended pursuant to clause (iii) of paragraph (b) of Section 4, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent to the end of the underwriting period, the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (j) The financial statements of, and other financial information regarding, the - Issuer in the Official Statement fairly present the financial position and results of the operations of the Issuer as of- the dates and for the periods therein set forth (i) the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, (ii) the unaudited financial statements (if any) have been prepared on a basis substantially consistent with the audited financial statements included in the Official Statement and reflect all adjustments necessary to that effect, and (iii) the other financial information has been determined on a basis substantially consistent with that of the Issuer's audited financial statements included in the Official Statement. (k) Except as described in the Official Statement, the Issuer has not failed to comply, in all material respects, with any previous undertaking with regard to Rule 15c2-12. 6. Closing. (a) At 9:00 a.m., Miami time, on September 30, 2008 or at such other time and date as shall have been mutually agreed upon by the Issuer and the Senior Manager, the Issuer will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriters duly executed and authenticated together with the other documents hereinafter mentioned, and the Underwriters will, subject to the terms and conditions hereof, accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer or a certified or bank cashier's check or checks payable in immediately available funds to the order of the Issuer. Payment for the Bonds as aforesaid shall be made at the offices of the Issuer located at 444 Southwest 2nd Avenue, Miami, Florida, or such other place as shall have been mutually agreed upon by the Issuer and the Senior Manager. (b) Delivery of the Bonds shall be made at The Depository Trust Company, New York, New York. The Bonds shall be delivered in fully registered form bearing CUSIP numbers without coupons in denominations of $5,000 or any integral multiple thereof registered in the name of CEDE & CO. and shall be made available to the Underwriters at least one business day before the Closing for purposes of inspection. 7. Closing Conditions. The Underwriters have entered into this Bond Purchase Agreement in reliance upon the representations, warranties and agreements of the Issuer contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriters' obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Issuer of its obligations -to be perfoinicf-hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: (a) The representations and warranties of the Issuer contained herein shall be true and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b) At the time of the Closing, this Bond Purchase Agreement, the Resolution and the Indenture shall be in full force and effect and shall not have been amended, modified or supplemented, and -the Official Statement shall not have been supplemented or amended, -except in any such case as may have been agreed to by the Underwriters; (c) At the time of the Closing, all official action of the Issuer relating to this Bond Purchase Agreement, the Bonds, the Resolution and the Indenture shall be in full force and effect and shall not have been amended, modified or supplemented; and the Underwriters shall have received, in appropriate form, evidence thereof; (d) At the time of the Closing, there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or in the earnings or operations of the Issuer, from that set forth in the Official Statement that, in the judgment of the Underwriters, is material and adverse and that makes it, in the judgment of the Underwriters, impracticable to market the Bonds on the terms and in the manner contemplated in the Official Statement; (e) At or prior to the Closing, the Underwriters shall have received copies of each of the following documents; (1) The documents described in Section 2 above; (2) An opinion and a letter, each dated the date of the Closing of counsel to the Issuer and addressed to the Underwriters, in substantially the form of Exhibit D hereto; (3) An opinion, dated the date of the Closing, of Bond Counsel approving the Bonds, in substantially the form attached as Appendix D to the Official Statement; (4) An opinion, dated the date of the Closing, of Bond Counsel, in substantially the form of Exhibit C hereto; (5) An opinion, dated the date of the Closing, of Disclosure Counsel, in substantially the form of Exhibit E hereto; (6) A certificate, dated the date of the Closing, of the City Manager of the Issuer, in substantially the form attached hereto as Exhibit B; (7) An executed copy of the Continuing Disclosure Agreement, in form and substance satisfactory to the Senior Manager and counsel to the Underwriters; (8) Such additional legal opinions, certificates instruments and other documents as the Senior Manager may request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the Issuer. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Senior Manager. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept the delivery of and to pay for the Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriters nor the Issuer shall be under any further obligation hereunder, except that the respective obligations of the Issuer and the Underwriters set forth in Sections 8 and 10 hereof shall continue in full force and effect. In the event that the Underwriters shall fail (other than or a reason permitted hereunder) to accept and pay for the Bonds at the Closing as herein provided, the Underwriters shall pay to you $ as and for full liquidated damages for such failure and for any defaults hereunder on the part of the Underwriters and such amount shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults, and the Issuer shall have no further action for damages, specific performance or any other legal or equitable relief against the Underwriters. 8. Reserved. 9. Termination. The Underwriters shall have the right to terminate in their absolute discretion their obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds by notifying the Issuer of their election to do so if, after the execution hereof and prior to the Closing: (a) any action shall have been taken by the Securities and Exchange Commission or by a court which would require registration of any security under the Securities Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as amended, in connection with the public offering of the Bonds, or any action shall have been taken by any court of by any governmental authority suspending the offering or sale of the bonds or the use of the Official Statement or any amendment or supplement thereto, or any proceeding for that purpose shall have been initiated or threatened in any such court or by any such authority; (b) any fact or event shall exist or have existed that, in the Underwriters' judgment, requires or has required an amendment of or supplement to the Official Statement; (c) (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the National Association of Securities Dealers, Inc, (ii) trading of any securities of the Issuer shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, (iv) there shall have occurred a material disruption in securities payment, settlement or clearance services in the United States, or (v) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the Underwriters, is material and adverse and in the case of any of the events specified in clauses (i) through (v), such event singly or together with any other such event makes it, in the judgment of the Underwriters, impracticable to market the Bonds on the terms and in the manner contemplated in the Official Statement; (d) there shall have occurred any downgrading, or any notice shall have been given of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate the direction of a possible change, in the rating accorded any of the Issuer's obligations (including the rating to be accorded the Bonds) by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended; or (e) the purchase of and payment for the Bonds by the Underwrite' s, or the resale of the Bonds by the Underwriters, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission. 10. Expenses. (a) The Underwriters shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the Issuer's obligations hereunder, including, but not limited to (i) the cost of preparation, printing and delivery of at least [155] copies of the Official Statement and copies of any supplement or amendments to the Official Statement pursuant to paragraph 4(b)(iii) hereof, (ii) the cost of preparation and printing of the Bonds, (iii) the fees and disbursements of Squire, Sanders & Dempsey L.L.P., Bond Counsel of the Issuer, (iv) the fees and disbursements of Bryant Miller Olive P.A. for their services as disclosure counsel to the Issuer, (v) the fees and disbursements of First Southwest Company for their services as Financial Advisor to the Issuer; (vi) the fees and disbursements of Moskowitz, Mandell, Salim & Simowitz, P.A. for their services as Underwriters' counsel; (vii) the fees and disbursements of any trustees, paying agents, dissemination agents and registrars; and (viii) the fees for bond ratings [and a policy of municipal bond insurance and reserve facility] . (c) The Underwriters shall pay (i) the cost of preparation and printing of this Bond Purchase Agreement and the Blue Sky Survey, if any; (ii) all advertising expenses in connection with the public offering of the Bonds; and (iii) all other expenses incurred by them or any of them in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by them. (d) If this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Issuer to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Issuer shall be unable to perform its obligations under this Agreement, the Issuer will reimburse the Underwriters for all out-of- pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder. 11. Notices. Any notice or other communication to be given to the Issuer under this Bond Purchase Agreement may be given by delivering the same in writing at the Issuer's address; Attention: City Manager, and any notice or other communication to be given to the Underwriters under this Bond Purchase Agreement may be given by delivering the same in writing to the Senior Manager, J.P. Morgan Securities Inc., 420 South Orange Avenue, Suite 270, Orlando, Florida 32801, Attention: Managing Director, Public Finance Department. 12. Parties in Interest. This Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Issuer and the Underwriters (including successors or assigns of the Underwriters) and no other person shall acquire or have any right hereunder or by virtue hereof. This Bond Purchase Agreement may not be assigned by the Issuer. All of the Issuer's representations, warranties and agreements contained in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of any of the Underwriters; (ii) delivery of and payment for the Bonds pursuant to this Bond Purchase Agreement; and (iii) any termination of this Bond Purchase Agreement. 13. No Fiduciary Duty. The Issuer acknowledges that in connection with the offering of the Bonds: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Issuer or any other person, (b) the Underwriters owe the Issuer only those duties and obligations set forth in this Bond Purchase Agreement and (c) the Underwriters 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 Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Bonds. 14. Entire Agreement. This Bond Purchase Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Bond Purchase Agreement) that relate to the offering of the Bonds, represents the entire agreement between the Issuer and the Underwriters with respect to the preparation of the Official Statement, the conduct of the offering, and the purchase and sale of the Bonds. 15. Effectiveness. This Bond Purchase Agreement shall become effective upon the acceptance hereof by the Issuer and shall be valid and enforceable at the time of such acceptance. 16. CHOICE OF LAW. THIS BOND PURCHASE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA. 17. Reserved. 18. Severability. If any provision of this Bond Purchase Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other -case =or -_circumstance, or of _rendering any other provision or provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to any extent whatever. 19. Business Day. For purposes of this Bond Purchase Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. 20. Section Headings. Section headings have been inserted in this Bond Purchase Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Bond Purchase Agreement and will not be used in the interpretation of any provisions of this Bond Purchase Agreement. 21. Counterparts. This Bond Purchase Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. Very truly yours, J.P. MORGAN SECURITIES INC. By: Henry Reyes, Managing Director Accepted and agreed to this day of September, 2008. ATTEST: CITY OF MIAMI, FLORIDA Priscilla A. Thompson City Clerk Date: Pedro G. Hernandez City Manager Diana M. Gomez Director of Finance APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru LeeAnn Brehm City Attorney Risk Management Director _./7 4 NJ f apt JV SCHEDULE 1 CITY OF MIAMI, FLORIDA Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 (a) Aggregate principal amount of the Bonds: $ (b) Years and amounts of maturities therefore: Year Principal Amount (c) The Bonds shall be subject to mandatory sinking fund redemptions by the Issuer at a redemption price of 100% of the principal amount redeemed plus accrued interest to the redemption date on December 1 in each of the years listed below an in the aggregate principal amount show opposite such years: Year of Sinking Year of Fund Principal Sinking Fund Principal Installments Amount Installments Amount * Final Maturity of the Bonds (d) The optional redemption provisions for the Bonds, if any, are set forth in the Indenture. (e) [The Reserve Requirement shall be $ EXHIBIT A OFFICIAL STATEMENT [Attached] P40 vi' bit)- Gu i14 $J T /cE 7 0 IV EXHIBIT B FORM OF CERTIFICATE OF OFFICERS OF ISSUER [Attached] %0 CITYttPLCTED Ct Ker-a7107/4_ 13. CITY OF MIAMI, FLORIDA NON -AD VALOREM REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2008 GENERAL CERTIFICATE OF THE CITY I, Pedro G. Hernandez, City Manager of the City of Miami, Florida (the "City") DO HEREBY CERTIFY that, to the best of my knowledge and belief, after due inquiry: (i) (a) The representations and warranties of the City contained in the Bond Purchase Agreement dated September 23„ 2008 (the "Bond Purchase Agreement") between the City and J.P. Morgan Securities Inc. (the "Senior Manager"), acting on behalf of itself and as representative of Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., Banc of America Securities LLC and Raymond James & Associates, Inc. (collectively with the Senior Manager, the "Underwriters") are true and correct in all material respects on and as of this date as if made on this date; and (b) the City has complied with all the agreements and satisfied all the conditions on its part to be complied with or satisfied at or prior to the Closing Date pursuant to the Bond Purchase Agreement, the Resolution and the Indenture (as such terms are defined in the Bond Purchase Agreement); (ii) The Official Statement, dated September 12, 2008, as supplemented on September 23, 2008 (the "Official Statement"), with respect to the $ aggregate principal amount of City of Miami, Florida Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 (the "Series 2008 Bonds") as of its date and as of the date hereof, did not contain and does not contain any untrue statement of material fact or omitted or omits any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (excluding the information relating to The Depository Trust Company of New York or its book -entry only system); and (iii) Except as disclosed in the Official Statement, the City has complied with all of its prior disclosure undertakings entered into pursuant to Rule 15c2-12(b)(5) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City as of the 30th day of September, 2008. [SEAL] Pedro G. Hernandez City Manager City of Miami, Florida EXHIBIT C FORM OF OPINION OF BOND COUNSEL {Attached] / 8 CC PLC ED 1,(M),IV n T fau71 pit% September 30, 2008 J.P. Morgan Securities Inc. Orlando, Florida 33. Re: $ Aggregate Principal Amount of City of Miami, Florida Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance of the above -captioned bonds (the "Series 2008 Bonds") and related transactions. This opinion is furnished pursuant to Section 7(e)(4) of the Bond Purchase Agreement dated September 23, 2008 (the "Bond Purchase Agreement") between the City of Miami, Florida (the "City"), and J.P. Morgan Securities Inc. (the "Senior Manager"), acting on behalf of itself and as representative of Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., Banc of America Securities LLC and Raymond James & Associates, Inc. (collectively with the Senior Manager, the "Underwriters"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Bond Purchase Agreement. We have examined such documents and instruments as we deemed necessary to render the opinions set forth herein. It is our opinion that: 1. The information and statements in the Official Statement under the headings "INTRODUCTION," "PURPOSE OF THE ISSUE," "PLAN OF REFUNDING," "DESCRIPTION OF THE SERIES 2008 BONDS" (except the subsection therein entitled "Book -Entry Only System"), "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2008 BONDS" (but not including the sections cross referenced therein, as to which no view need be expressed), "SWAP TRANSACTION," "LEGAL MATTERS," "CONTINUING DISCLOSURE," "APPENDIX B — MASTER INDENTURE. AND FORM OF SERIES 2008 INDENTURE" and "APPENDIX D — FORM OF BOND COUNSEL OPINION," insofar as such information and statements constitute summaries of the Resolution, the Indenture, the Continuing Disclosure Agreement and the Series 2008 Bonds or the law referred to therein, constitute fair and accurate summaries of such matters. We are further of the opinion that the statements contained under the heading "TAX MATTERS" are correct as to matters of law and fairly and accurately reflect the information purported to be presented therein. 2. The Series 2008 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended and the Resolution and Indenture are exempt from qualification under the Trust Indenture Act of 1939, as amended. J.P. Morgan Securities Inc. September 30, 2008 Page 2 This opinion is supplemental to our approving opinion dated the date hereof with respect to the Series 2008 Bonds. You may rely on our approving opinion as if it were addressed to you. Respectfully submitted, EXHIBIT D FORM OF OPINION OF COUNSEL TO THE ISSUER [Attached] GL t_ TJ 1(4°1'W v CA.0 /Y1611T7- c}e EC077d N 36. September 30, 2008 City Commission of the City of Miami Miami, Florida J.P. Morgan Securities Inc., as Senior Manager for the captioned Bonds Orlando, Florida U.S. Bank, National Association Miami, Florida Re: $ Aggregate Principal Amount of City of Miami, Florida Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 Ladies and Gentlemen: I am. City Attorney for the City of Miami, Florida (the "City") and have served in such capacity in connection with the issuance of the City's $ aggregate principal amount of Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 (the "Series 2008 Bonds") and related transactions. This opinion is furnished pursuant to the Bond Purchase Agreement dated September 23, 2008 relating to the Series 2008 Bonds (the "Bond Purchase Agreement") between the City and J.P. Morgan Securities Inc. (the "Senior Manager"), acting on behalf of itself and as representative of Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., Banc of America Securities LLC and Raymond James & Associates, Inc. (collectively with the Senior Manager, the "Underwriters"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Bond Purchase Agreement. The Office of the City Attorney has examined such documents and instruments as we deemed necessary to render the requested opinion. Based upon examination of such documents and matters of law as the Office of the City Attorney has determined relevant for the purposes of rendering this opinion, and subject to the reservations set forth herein, I am of the opinion that: 1. The City is a municipal corporation of the State of Florida duly organized and validly existing under its charter, the Constitution and laws of the State of Florida. 2. The City has and had, as the case may be, full legal right, power and authority to (a) pledge the Covenant Revenues in the manner described in the Official Statement; (b) issue the Series 2008 Bonds, for the purpose of refunding the Refunded Bonds, in the manner City Commission J.P. Morgan Securities Inc. U.S. Bank National Association September 30, 2008 Page 2 contemplated by the Resolution, the Indenture and the Official Statement; (c) secure the Series 2008 Bonds in the manner contemplated by the Official Statement and Indenture; (d) execute and deliver the Bond Purchase Agreement, the Continuing Disclosure Agreement and the Indenture (collectively hereinafter referred to as the "Financing Documents"); (e) deliver the Series 2008 Bonds to the Underwriters as provided in the Bond Purchase Agreement; and (f) carry out and consummate all other transactions contemplated by the aforesaid agreements and instruments, and the City has complied with all provisions of applicable law in all matters relating to such transactions required to be followed on or prior to the date hereof. 3. The City has duly adopted the Resolution and has duly, authorized or ratified, as the case may be (a) the execution, delivery and performance of the Financing Documents and the Series 2008 Bonds, (b) the execution, delivery and distribution of the Official Statement, and (c) the taking of any and all such action as may be required on the part of the City to carry out, give effect to and consummate the transactions contemplated by the aforesaid agreements and instruments. 4. The Financing Documents have each been duly authorized, executed and delivered by the City and each of such documents constitute legal, valid and binding obligations of the City enforceable in accordance with its respective terms, except as the enforcement thereof may limited by bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally or by general principles of equity. 5. All approvals, consents and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Series 2008 Bonds or the execution and delivery of or the performance by the City of its obligations under the Financing Documents have been obtained or made and any consents, approvals and orders so received or filings so made are in full force and effect; provided, however, that no representation is made concerning compliance with the federal securities laws or the securities or blue sky laws of the various states or concerning approvals, consents or orders not required on or prior to the date hereof in order for the City to refund the Refunded Bonds. 6. The authorization, execution, delivery and performance of the Financing Documents and any other agreement or instrument to which the City is a party, used or contemplated for use in the consummation of the transactions contemplated by the Official Statement or the Financing Documents and compliance with the provisions of each such instrument, do not and will not conflict with, or constitute or result in a material violation or material breach of or a default under, the Constitution of the State of Florida, the Charter of the City, or any existing law, administrative regulation, rule, decree or order, state or federal, or, a material provision of any agreement, indenture, mortgage, lease, note or other agreement or instrument to which the City or its properties or any of the officers of the City as such is subject, City Commission J.P. Morgan Securities Inc. U.S. Bank National Association September 30, 2008 Page 3 or conflict with or constitute a default under or result in the creation or imposition of any security interest, lien, charge or encumbrance (other than the lien of the Indenture) on any of the City's assets pursuant to the provisions of the foregoing. 7. Except as described in the Official Statement, no litigation or other proceedings are pending, or to my knowledge threatened, before or by any court, government agency, public board or body for which the City has received notice (a) restraining or enjoining, or seeking to restrain or enjoin, the authorization, sale, execution, or delivery of any of the Series 2008 Bonds, or (b) in any way questioning or affecting the validity of any provision of the Financing Documents, or (c) in any way questioning or affecting the validity of any of the proceedings or authority for the authorization, sale, execution or delivery of the Series 2008 Bonds, or of any provision, program or transactions made or authorized for their payment, or (d) questioning or affecting the organization or existence of the City or the title of any of its officers to their respective offices, or (e) questioning or affecting the power or authority of the City to refund the Refunded Bonds or (f) questioning or materially and adversely affecting the business, properties or assets or the condition, financial or otherwise, of the City. 8. The statements contained in the Official Statement under the headings "INTRODUCTION," "PURPOSE OF THE ISSUE," "PLAN OF REFUNDING," "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2008 BONDS," "THE CITY OF MIAMI," "LITIGATION," "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS" and "APPENDIX A — GENERAL INFORMATION REGARDING THE CITY OF MIAMI" (excluding any financial, statistical or demographic information therein) constitute fair and accurate descriptions of the legal matters, agreements and ordinances relating to the City which are referred to therein. 9. With respect to the information contained in the Official Statement (other than information under the caption "DESCRIPTION OF THE SERIES 2008 BONDS - Book -Entry Only System" as to which no representation is made) and based upon my review of the Official Statement as City Attorney and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, I have no reason to believe that the information contained in the Official Statement relating to legal matters affecting the City contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in Light of the circumstances under which they were made, not misleading. 10. The City is not entitled to claim immunity on the grounds of sovereignty or other similar grounds with respect to the enforcement of its obligations under the Financing Documents. City Commission J.P. Morgan Securities Inc. U.S. Bank National Association September 30, 2008 Page 4 11. Issuance of the Series 2008 Bonds has been duly authorized and all conditions precedent to the delivery of the Series 2008 Bonds have been fulfilled. All opinions as to the enforceability of the legal obligations of the City set forth herein are subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws in each case relating to or affecting the enforcement of creditors' rights generally, and subject to the enforceability thereof, to the exercise of judicial discretion in accordance with the general principles of equity. I am qualified to practice law in the State of Florida and for the purpose of this opinion, I do not purport to be an expert on, or to express an opinion herein concerning, the laws of any other jurisdiction (including any such laws which may be applicable by virtue of the application of the choice of law provisions under Florida law) except the laws of the United States to the extent set forth herein. No one, other than the addressees named above, is entitled to rely upon the statements made, and conclusions expressed, within this opinion. Very truly yours, OFFICE OF THE CITY ATTORNEY EXHIBIT E FORM OF OPINION OF DISCLOSURE COUNSEL [Attached] to 01.-f-7 .I) t.t.Pt iV ��0-) NT X e Cc c� Ti` tti' r(. 6 tr.7- 6-- [Dated Date of Delivery] City Commissioners of the City of Miami Miami, Florida Re: $ City of Miami, Florida Non -Ad Valorem Refunding Revenue Bonds Taxable Pension Series 2008 Dear Ladies and Gentlemen: We have acted as disclosure Counsel to the City of Miami, Florida (the "City") in connection with its issuance of the above -captioned bonds (the "Series 2008 Bonds"), pursuant to a Bond Purchase Agreement dated September , 2008 (the "Purchase Agreement"), by and between the City and J.P. Morgan Securities, Inc., as representative of the Underwriters (collectively the "Underwriters"). The terms defined in the Purchase Agreement are used in this letter with the meanings assigned them in the Purchase Agreement. We have participated in the preparation and review of the Purchase Agreement and the Disclosure Dissemination Agent Agreement. We also participated in the preparation and review of the Official Statement dated September 2008 (the "Official Statement"). In connection with the preparation of the Official Statement, we have generally reviewed information furnished to us by, and have participated in telephone conferences and meetings with representatives of the City, the City Attorney's Office, Bond Counsel, the Underwriters, the Financial Advisor, and others in which such contents of the Official Statement and related matters were discussed. We have reviewed information concerning the City's Comprehensive Annual Financial Report and meeting minutes and other materials we deemed relevant. We have also examined certificates of officials of the City, the Underwriters, and the written opinion of the City Attorney. Based upon the foregoing, we are of the opinion that: We are not passing upon, and assume no responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement. During the preparation of the Official Statement, however, we examined various documents and other papers, and participated in conferences with your representatives and counsel, with Bond Counsel and the City of Miami September , 2008 Page 2 Financial Advisor at which conferences the contents of the Official Statement and related matters were discussed. We have also examined the certificates and other documents delivered at Closing. On the basis of the foregoing, but without independent verification of factual matters, nothing has come to our attention that would lead us to believe that the Official Statement contains any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. We express no opinion, however, as to the ability of the City to comply with the terms and provisions of the Indenture, nor do we express any opinion as to any financial or statistical information included in the Official Statement. The opinions expressed herein are based upon existing law as of the date hereof and we express no opinion herein as of any subsequent date or with respect to any pending legislation. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof. The opinions expressed herein represent professional judgment, and are not a guarantee of result. The opinions expressed herein are limited to the laws of the State of Florida and the United States of America. The opinions expressed herein are furnished by us as Disclosure Counsel to our client, the City, and solely for the use of the addressees named above, and those opinions shall not extend to, and may not be relied upon by, any other persons, firms, or corporations without our prior written approval. The opinions expressed herein are limited to the matters set forth herein, and to the documents referred to herein and do not extend to any other agreements, documents or instruments executed by the City, and no other opinion should be inferred beyond the matters expressly stated herein. Very truly yours, BRYANT MILLER OLIVE P.A. 76- E (-t 1 P1 P fit ,unf,vr-- fivez,4 ; EXHIBIT F DISCLOSURE AND 'I RUTH-IN-BONDING STATEMENT September , 2008 Board of Commissioners City of Miami, Florida 444 Southwest 2nd Avenue Miami, FL 33130-1910 CITY OF MIAMI, FLORIDA NON -AD VALOREM REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2008 Ladies and Gentlemen: Pursuant to Sections 218.385(6), Florida Statutes, and in reference to the issuance of the Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 (the "Bonds"), J.P. Morgan Securities Inc. (the "Senior Manager"), acting on behalf of itself and as representative of Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., Banc of America Securities LLC and Raymond James & Associates, Inc. (collectively with the Senior Manager, the "Underwriters"), under the Bond Purchase Agreement, dated September _, 2008 (the "Purchase Agreement"), between the Underwriters and the Board of Commissioners, City of Miami, Florida (the "Issuer"), hereby makes the following disclosures to the Issuer: The Underwriters are acting as underwriters to the Issuer, for the public offering or sale of the Bonds. The total underwriting fee to be paid to the Underwriters pursuant to the Purchase Agreement is equal to approximately % of the total face amount of the Bonds, or (1) Expenses estimated to be incurred by the Underwriters in connection with the issuance of the Bonds (the Issuer shall not reimburse the Underwriters for such expenses): $ /$1,000 (See attached itemization) (2) Names, addresses and estimated amounts of compensation of any person who is not regularly employed by, or not a partner or officer of, any Underwriter, the bank, banker or financial consultant or advisor and who enters into an understanding with either the Issuer or the Underwriters, for any paid or promised compensation or valuable consideration directly, expressly or impliedly, to act solely as an intermediary between the Issuer and the Underwriters for the purpose of influencing any transaction in the purchase of the Bonds: None The amount of underwriting takedown expected to be realized for the Bonds: $ per $1,000 Management fee charged by the Underwriters for the Bonds: NONE Any other fee, bonus and other compensation estimated to be paid by the Underwriters in connection with the Bonds to any person not regularly employed or retained by the Underwriters: NONE (6) The name and address of the Underwriter: J.P. Morgan Securities Inc. 420 South Orange Avenue, Suite 270 Orlando, Florida 32801 Attention: Managing Director, Public Finance Department (7) The Issuer is proposing to issue $ of debt for the purposes described in the Official Statement. This debt is expected to be repaid over a period of years at an estimated interest rate of % per annum. Total interest paid by the Issuer over the life of the debt is estimated to be approximately $ (8) The sourceof repayment or security for the Bonds is the Covenant Revenues (as defined in the Master Indenture). Authorizing this debt will result in approximately $ of the Covenant Revenues not being available to finance the other services of the Issuer over the next years. Very truly yours, J.P. MORGAN SECURITIES INC. By: Henry Reyes, Managing Director Q ev-nt. PLt T 0D Imp ' ' c u.—T/Tl'L ESTIMATED EXPENSES (1) Amount Per Bond Underwriters' Counsel (2) CUSIPs BMA Assessment Day Loan DTC Charges GASB Fee Misc. Expenses TOTAL* * Totals may not add due to rounding. (1) The Issuer shall not reimburse the Underwriters for the listed expenses. (2) $ Underwriters' Counsel fee to be paid by Issuer at closing.