Loading...
HomeMy WebLinkAboutCRA-R-14-0051 Exhibit BBOND PURCHASE AGREEMENT with respect to [$ 1 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY Tax Increment Revenue Bonds, Series 2014A , 2014] Southeast Overtown/Park West Community Redevelopment Agency 1490 Northwest 3'd Ave., Suite 105 Miami, FL 33136 Attention: Clarence E. Woods, III, Executive Director Ladies and Gentlemen: The undersigned, Wells Fargo Bank, National Association. (the "Underwriter"), offers to enter into this Bond Purchase Agreement (this "Agreement") with the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") which, upon the Agency's written acceptance of this offer, will be binding upon the Agency and upon the Underwriter. This offer is made subject to the Agency's written acceptance hereof on or before 11:59 p.m., Eastern time, on [ , 2014], and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Agency at any time prior to the acceptance hereof by the Agency. Terms not otherwise defined in this Agreement shall have the sane meanings set forth in the Bond Resolution (as defined herein) or in the Limited Offering Memorandum (as defined herein). 1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Agency, and the Agency hereby agrees to sell and deliver to the Underwriter, all, but not less than all, of the Agency's [$ 1 Tax Increment Revenue Bonds, Series 2014A (the "Bonds"). Inasmuch as this purchase and sale represents a negotiated transaction, the Agency acknowledges and agrees that: (i) the transaction contemplated by this Agreement is an arm's length, commercial transaction between the Agency and the Underwriter in which the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Agency; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the Agency with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Agency on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own account and has financial and other interests that differ from those of the Agency; (iv) the only obligations the Underwriter has to the Agency with respect to the transaction contemplated hereby expressly are set forth in. this Agreement; and (v) the Agency has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Agency acknowledges that the Underwriter has provided to the Agency prior disclosures regarding its role as Underwriter, and that has retained a municipal advisor for the transaction contemplated by this Agreernent. The principal amount of the Bonds to be issued, the dated date therefor, the maturities, sinking fund and optional redemption provisions and interest rates per annum are set forth in Schedule I hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of Resolution No. CRA-R-12-0061, adopted by the Agency on September 17, 2012, as amended and supplemented by Resolution No. CRA-R-13-0025, adopted by the Agency on March 25, 2013, Resolution No. CRA-R-13- 0039, adopted by the Agency on June 24, 2013, and as supplemented by Resolution No. CRA-R-14-_, adopted by the Agency on [July 28, 2014] (collectively, the "Bond Resolution "). The aggregate purchase price fox the Bonds shall be $[ ] (the "Purchase Price"), which is the sum of $[ ] original aggregate principal arnount of the Bonds, [plus][less] net original issue [premium][discount] of $[ ] and less Underwriter's discount of $[ ]. Subject to the terms and conditions of this Agreernent, the Purchase Price shall be paid by the Underwriter to the Agency at the Closing as described in Section 5 below. Upon the Agency's acceptance, execution, and delivery of this Agreernent to the Underwriter, the Underwriter shall deliver to the Agency, as a good faith deposit, a wire transfer of funds in the amount of $[ ], representing [ %] of the preliminary par amount of the Bonds shown on the cover of the Preliminary Limited Offering Memorandum (the "Good Faith Deposit"). In the event the Agency accepts this offer, such Good Faith Deposit shall be held by the Agency in a segregated account until the time of Closing, at which time such Good Faith Deposit shall be returned to the Underwriter. Should the Agency fail to deliver the Bonds at the Closing, or should the Agency be unable to satisfy the conditions of the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds, as set forth in this Agreement (unless waived by the Underwriter), or should such obligations of the Underwriter be terminated for any reason permitted by this Agreement, such Good Faith Deposit shall immediately be returned to the Underwriter. In the event that the Underwriter fails (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Bonds at the Closing as herein provided, such Good Faith Deposit shall be retained by the Agency as and for fully liquidated damages for such failure of the Underwriter, and, except as set forth in Sections 8 and 10 hereof, no party shall have any further rights against the other hereunder. The Underwriter and the Agency understand that in such event the Agency's actual damages may be greater or may be less than such amount of the Good Faith Deposit. Accordingly, the Underwriter hereby waives any right to claim that the Agency's actual damages are less than such amount of the Good Faith Deposit, and the Agency's acceptance of this offer shall constitute a waiver of any right the Agency may have to additional damages from. the Underwriter. 2 The Underwriter shall, upon execution of this Agreement, provide to the Agency the Disclosure Letter and Truth -In -Bonding Statement required by Section 218.385, Florida Statutes, attached hereto as Schedule II and made a part hereof. 2. Limited Offering. The Underwriter agrees to make a limited offering of all of the Bonds at a price not to exceed the offering prices (which may be expressed in terms of yield) set forth on the inside cover of the Limited Offering Memorandum and in compliance with the Bond Resolution and may, to the extent permitted by the Bond Resolution, subsequently change such offering price without any requirement of prior notice. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the offering price stated on the inside cover of the Limited Offering Memorandum. The Underwriter agrees to limit the initial sale of the Bonds to no more than thirty five (35) investors, all of which must be (i) Qualified Institutional Buyers as such tern is defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the "1933 Act') and (ii) Sophisticated Municipal Market Professionals as defined by the Municipal Securities Rulemaling Board ("MSRB"). The Underwriter shall cause the initial purchasers of the Bonds to execute and deliver an Investor Letter substantially in the form attached hereto as Schedule III. 3. The Limited Offering Memorandum. (a) At the time of or before acceptance of this Agreement, or at such later time as shall be agreeable to the Underwriter and the Agency, the Agency shall deliver to the Underwriter three copies of the Limited Offering Memorandum, dated the date hereof (which together with the cover page and appendices contained therein, is herein called the "Limited Offering Memorandum") executed on behalf of the Agency by its Chairman and Executive Director. (b) The Preliminary Limited Offering Memorandum has been prepared by the Agency for use by the Underwriter in connection with the limited offering, sale and distribution of the Bonds. The Agency hereby represents and warrants that the Preliminary Limited Offering Memorandum was deemed final by the Agency as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). (c) The Agency represents that the officials of the Agency have reviewed and approved the information in the Limited Offering Memorandum and hereby authorizes the Limited Offering Memorandum to be used by the Underwriter in connection with the limited offering and the sale of the Bonds. The Agency shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Agency's acceptance of this Agreement (but, in any event, not later thrill within seven business days after the Agency's acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Limited Offering Memorandum which is complete as 3 of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request and an electronic version of the Limited Offering Memorandum in searchable PDF format within one day of delivery of the Limited Offering Memorandum and, in any event, no later than the date of Closing in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the MSRB. The Agency hereby confirms that it does not object to the distribution of the Limited Offering Memorandum in "designated electronic format" (as defined in MSRB Rule G-32). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the "end of the underwriting period" (as defined in the Rule) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than 25 days after the "end of the underwriting period" for the Bonds), the Agency becomes aware of any fact or event which night or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the Agency will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Underwriter, after consultation with Disclosure Counsel, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the Agency will forthwith prepare and fiunish, at the Agency's own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Limited Offering Memorandum so that the statements in the Limited Offering Memorandum as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Limited Offering Memorandum will comply with law. If such notification shall be subsequent to the Closing, the Agency shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. (e) The Underwriter hereby agrees to file the Limited Offering Memorandum with the MSRB's Electronic Municipal Market Access system ("EMMA") (accompanied by a complete Form G-32) by the date of Closing. The filing of the Limited Offering Memorandum with EMMA shall be in accordance with the terms and conditions applicable to EMMA and the MSRB. Unless otherwise notified in writing by the Underwriter, the Agency can assume that the "end of the underwriting period" for purposes of the Rule is the date of the Closing. 4 4. Representations, Warranties, and Covenants of the Agency. The Agency hereby represents and warrants to and covenants with the Underwriter that, as of the date hereof: (a) (b) (c) The Agency is a public body corporate and politic duly created, organized and existing pursuant to the Constitution and the laws of the State of Florida (the "State"), separate, distinct, and independent from the City. The Agency has full legal right, power and authority under the Constitution and laws of the State, including without limitation Part III, Chapter 163, Florida Statutes, as amended (the "Act") and the Bond Resolution and at the date of the Closing will have full legal right, power and authority under the Act and the Bond Resolution (i) to enter into, execute, deliver and perform its obligations, as the case may be, under this Agreement, the Bond Resolution, the Fiscal Agent _Agreement, the Continuing Disclosure Agreement (as defined in Section 6(h)(4) hereof, the "Undertaking') and all documents required hereunder and thereunder to be executedand delivered by the Agency (this Agreement, the Bond Resolution, the Fiscal Agent Agreement, the Undertaking and the other documents referred to in this clause are hereinafter referred to as the "Agency Documents"), (ii) to sell, issue and deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out and consummate the transactions contemplated by the Agency Documents and the Limited Offering Memorandum, and the Agency has complied, and will at the Closing be in compliance in all respects, with the terms of the Act and the Agency Documents as they pertain to such transactions; By all necessary official actions of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly authorized all necessary action to be taken by it for (i) the adoption of the Bond Resolution and the issuance and sale of the Bonds, (ii) the approval, execution and delivery of, and the performance by the Agency of the obligations on its part, contained in the Bonds and the Agency Documents and (iii) the consummation by it of all other transactions contemplated by the Limited Offering Memorandum, and the Agency Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Agency in order to carry out, give effect to, and consummate the transactions contemplated herein and in the Limited Offering Memorandum; The Agency Documents constitute legal, valid and binding obligations of the Agency, 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, delivered and paid for, in accordance with the Bond Resolution and this Agreement, will constitute legal, valid and binding obligations of the Agency entitled to the benefits of the Bond Resolution 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 Bond Resolution will provide, for the 5 benefit of the holders, from time to time, of the Bonds, the legally valid and binding pledge of and lien it purports to create as set forth in the Bond Resolution; (d) The Agency is not in breach of or default in any material respect 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, resolution, agreement or other instrument to which the Agency is a party or to which the Agency is or any of its property or assets 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 Agency under any of the foregoing; and the execution and delivery of the Bonds, the Agency Documents and the adoption of the Bond Resolution and compliance with the provisions on the Agency's part contained therein, will not conflict with or constitute a material breach of or material default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or to which the Agency is or to which any of its property or assets 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 or assets of the Agency to be pledged to secure the Bonds or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Bond Resolution; (e) All authorizations, approvals, licenses, permits, consents and orders of any governrnental authority, legislative body, board, agency or commission having jurisdiction of the matter 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 Agency of its obligations under the Agency Documents, and the Bonds have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds, as to which no representations are made concerning compliance with the Federal securities or Blue Sky laws of the various states; The Bonds, the Bond Resolution, the Fiscal Agent Agreement, and the Undertaking conform in all material respects to the descriptions thereof contained in the Preliminary Limited Offering Memorandum; Except as otherwise disclosed in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, there is no legislation, 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 Agency after due inquiry, threatened against the Agency, affecting the existence of the Agency 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 lien on and pledge of the Pledged Revenues or in any way 6 (h) (i) contesting or affecting the validity or enforceability of the Bonds, the Bond Resolution, or the other Agency Documents, or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum or any supplement or amendment thereto, or contesting the powers of the Agency or any authority for the issuance of the Bonds, the adoption of the Bond Resolution or the execution and delivery of the Agency Documents, nor, to the best knowledge of the Agency, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds or the Agency Documents; As of the date thereof (including the dates of any supplements thereto), the Preliminary Limited Offering Memorandum. (other than the information under the captions "DESCRIPTION OF THE SERIES 2014A BONDS - Book Entry -Only System" and "UNDERWRITING"), did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; At the time of the Agency's acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 3 of this Agreement) at all times subsequent thereto during the period up to and including the date of Closing, the Limited Offering Memorandum (other than the information under the captions "DESCRIPTION OF THE SERIES 2014A BONDS - Book Entry -Only System" and "UNDERWRITING") does not and will not contain any untrue statement of a material fact or omit 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; (j) If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 3 of this Agreement, 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 the date of Closing, the Limited Offering Memorandum as so supplemented or amended (other than the information under the captions "DESCRIPTION OF THE SERIES 2014A BONDS - Book Entry -Only System" and "UNDERWRITING") will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading; (k) The Agency will apply, or cause to be applied, the proceeds from the sale of the Bonds in accordance with the Bond Resolution and as specified in by the Limited Offering Memorandum; 7 (1) The Agency will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request to (A) (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate, and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and (B) continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the Agency will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the Agency 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; (m) (n) The financial statements of and other financial information regarding the Agency in the Limited Offering Memorandum, including without limitation, the audited Fiscal Year 2013 financial information, fairly present the financial position and results of the Agency as of the dates and for the periods therein set forth, Prior to the Closing, there will be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Agency, and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change. Except as set forth in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, the Agency is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Agency, would have a materially adverse effect on the financial condition of the Agency; Prior to the Closing the Agency will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues or assets which will secure or otherwise support the payment of the Bonds without the prior approval of the Underwriter; (o) Any certificate, signed by any official of the Agency authorized to do so in connection with the transactions contemplated by this Agreement, shall be deemed a representation and warranty by the Agency to the Underwriter as to the statements made therein; (p) Other than as described in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum, since December 31, 1975, and at all times subsequent thereto up to and including the Date of Closing, the Agency has not been and will not be in default with respect to payment of the principal of, or interest on, any bonds or other debt obligations that it has issued or will issue or that it has guaranteed or will guarantee (including bonds or other debt obligations for which it has served as a conduit issuer); 5 The Agency 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 Bonds under the Code; and Except as described in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum, the Agency is presently in compliance with its prior continuing disclosure undertakings entered into pursuant to the Rule over the past five years. 5. Closing. (a) At 12:00 p.m., Eastern time, on [ , 2014], or at such other time and date as shall have been mutually agreed upon by the Agency and the Underwriter (the "Closing"), the Agency will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriter duly executed and authenticated, together with the other documents hereinafter mentioned, and the Underwriter will, subject to the terms and conditions hereof, accept such delivery and pay the Purchase Price of the Bonds as set forth in Section 1 of this Agreement by a wire transfer payable in immediately available funds to the order of the Agency. Payment for the Bonds as aforesaid shall be made at the offices of Bond Counsel, or such other place as shall have been mutually agreed upon by the Agency and the Underwriter. (b) Delivery of the Bonds shall be made to The Depository Trust Company, New York, New York. The Bonds shall be delivered in definitive fully registered foes', bearing CUSIP numbers without coupons, with one Bond for each maturity of the Bonds, registered in the name of Cede & Co., all as provided in the Bond Resolution, and shall be made available to the Underwriter at least one business day before the Closing for purposes of inspection. 6. Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations, warranties, covenants and agreements of the Agency 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 Agency of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Agency of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: (a) The representations, warranties, covenants and agreements of the Agency contained herein shall be true, complete 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, and a certificate to that effect shall be delivered to the Underwriter by the Agency at Closing; 9 (b) The Agency shall have performed and complied with all of its obligations required under or specified in the Bond Resolution, the other Agency Documents and the Limited Offering Memorandum to be performed at or prior to the Closing; (c) At the time of the Closing, (i) the Agency Documents and the Bonds shall be in full force and effect in the form heretofore approved by the Underwriter and shall not have been amended, modified or supplemented, and the Limited Offering Memorandum shall not have been supplemented or amended, except in any such case as may have been agreed to in writing by the Underwriter; all official action of the Agency relating to the Agency Documents, the Bonds and the Limited Offering Memorandum, taken as of the date hereof shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented, except for amendments, modifications or supplements which have been approved by the Underwriter in writing prior to the Closing; and (iii) all actions of the Agency required to be taken by the Agency shall be performed in order for the Agency Attorney, Bond Counsel, Associate Counsel and Disclosure Counsel to deliver their respective opinions referred to hereafter; (d) At or prior to the Closing, the Bond Resolution shall have been duly adopted by the Agency and the Agency shall have duly executed and delivered and the Bond Registrar shall have duly authenticated the Bonds; (e) 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 revenues or operations of the Agency, from that set forth in the Limited Offering Memorandum that in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Bonds on the tenus and in the manner contemplated in the Limited Offering Memorandum; (f) The Agency shall not have failed to pay when due principal of or interest on any of its outstanding obligations for borrowed money; (g) All steps to be taken and all instruments and other documents to be executed, and all other legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in legal form and effect to the Underwriter; (h) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents: (1) The Limited Offering Memorandum, and each supplement or amendment thereto, if any, executed on behalf of the Agency by its Executive Director, or such other official as may have been agreed to by the Underwriter, and the reports and audits referred to or appearing in the Limited Offering Memorandum; 10 (2) A certified copy of the Bond Resolution with such supplements or amendments as may have been agreed to by the Underwriter; (3) [Certified copies of each of: (A) the Interlocal Cooperation Agreement dated March 31, 1983, as amended, including without limitation, by Amendments to Interlocal Cooperation Agreement dated November 15, 1990, as further amended by Amendment to 1983 Interlocal Cooperation Agreement dated January 22, 2010 between the City, the County and the Agency (collectively, the "Interlocal Agreement"), (B) the Interlocal Cooperation Agreement dated March 1, 2000 among the City, the Agency and the Omni CRA (the "2000 Interlocal Agreement"), (C) the Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the Omni CRA, and the City (the "Children's Mist Fund Interlocal Agreement"), (D) the Interlocal Agreement dated December 31, 2007 among the Agency, the City, the County and the Omni CRA (the "2007 Interlocal Agreement"), (E) the Gran Central Loan Agreement dated January 20, 1998 between the City and Gran Central Corporation, a Florida corporation, (F) the Grant Agreement dated March 12, 2009 by and between the Agency and the City, as supplemented and amended]; (4) Executed copies of the Continuing Disclosure Agreement by and between the Agency and Digital Assurance Certification, L.L.C. (the "Undertaking"), the Fiscal Agent Agreement, and this Agreement; (5) The approving opinion of Bond Counsel with respect to the Bonds, in substantially the form attached to the Limited Offering Memorandum with a reliance letter addressed to the Underwriter; (6) A supplemental opinion of Bond Counsel addressed to the Underwriter, substantially to the effect that: (i) the Bonds are exempted from registration under the 1933 Act and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"); and (ii) the statements contained in the Limited Offering Memorandum under the captions "DESCRIPTION OF THE SERIES 2014A BONDS" (other than the information relating to DTC and its book - entry only system, as to which no opinion shall be given), "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014A BONDS," and in "APPENDIX C Form of the Resolution" insofar as such statements describe certain provisions of the Bond Resolution, the Bonds and the Statements under the caption "TAX MATTERS," are accurate and fairly present the information purported to be shown therein; (7) (8) The opinion of Disclosure Counsel addressed to the Underwriter, substantially to the effect that based on the examinations which they have made as Disclosure Counsel and their participation at conferences at which the Limited Offering Memorandum was discussed, but without having undertaken to determine independently the accuracy or completeness of the statements in the Limited Offering Memorandum, such counsel has no reason to believe that the Limited Offering Memorandum as of its date and as of the date hereof contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except for any financial, forecast, technical and statistical data included in the Limited Offering Memorandum and except for information regarding DTC and its book - entry system in each case as to which no view need be expressed); An opinion of the Agency Attorney of the Agency, addressed to the Underwriter, Bond Counsel and Associate Counsel, to include the following, unless otherwise agreed to by the Underwriter, Underwriter's Counsel, Bond Counsel and Associate Counsel: (i) The Agency is a public body corporate and politic duly created, organized and existing pursuant to the Constitution and the laws of the State, separate, distinct, and independent from the City. The Agency has full legal right, power and authority under the Act and the Bond Resolution (A) to enter into, execute and deliver the Agency Documents and all documents required hereunder and thereunder to be executed and delivered by the Agency, (B) to sell, issue and deliver the Bonds to the Underwriter as provided herein, (C) to pledge the Pledged Revenues and to covenant to budget and appropriate Pledged Tax Increment Revenues as provided in the Bond Resolution and (D) to carry out and consummate the transactions contemplated by the Agency Documents, and the Limited Offering Memorandum, and the Agency has complied, and will at the Closing be in compliance in all respects, with the terms of the Act and the Agency Documents as they pertain to such transactions; (ii) By all necessary official legal action of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly authorized all necessary action to be taken by it for (A) the adoption of the Bond Resolution and the issuance and sale of the Bonds, (B) the approval, execution and delivery of, and the performance by the Agency of the obligations on its part, contained in the Bonds, the Bond Resolution and the other Agency Documents, (C) the pledge of the Pledged Revenues and the covenant to budget and appropriate Pledged Tax Increment Revenues as provided in the Bond Resolution and (D) the consummation by it of all other transactions contemplated by the Limited Offering Memorandum, the Bond Resolution, the other Agency Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Agency in order to carry out, give effect to, and consummate the transactions contemplated herein and in the Limited Offering Memorandum; (iii) The Bond Resolution has been duly and validly adopted by the Agency and is in full force and effect; the Bond Resolution and all other legal proceedings pertinent to the validity and enforceability of the Bonds have been duly and validly adopted or undertaken in compliance with all applicable procedural requirements of the Agency and in compliance with the Constitution and laws of the State, including the Act; (iv) The Agency Documents have been duly authorized, executed and delivered by the Agency, and constitute legal, valid and binding obligations of the Agency enforceable against the Agency in accordance with their respective terms, except to the extent limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application relating to or affecting the enforcement of creditors' rights; and the Bonds, when issued, delivered and paid for, in accordance with the Bond Resolution and this Agreement, will constitute legal, valid and binding obligations of the Agency entitled to the benefits of the Bond Resolution 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 Bond Resolution 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 Pledged Revenues and the covenant to budget and appropriate Pledged Tax Increment Revenues it purports to create as set forth in the Bond Resolution; (v) The distribution of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum has been duly authorized by the Agency; (vi) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter 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 Agency of its legal obligations under the Agency Documents and the Bonds have been obtained; (vii) There is no legislation, 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 Agency, after due inquiry threatened against the Agency, affecting the corporate existence of the Agency 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 lien on an pledge of the Pledged Revenues and the covenant to budget and appropriate Pledged Tax Increment Revenues pursuant to the Bond Resolution or in any way contesting or affecting the validity or enforceability of the Bonds, the Bond Resolution, or the other Agency Documents, or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum or any supplement or amendment thereto, or contesting the powers of the Agency or any authority for the issuance of the Bonds, the adoption of the Bond Resolution or the execution and delivery of the Agency Documents, nor, to the best knowledge of the Agency, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, or the Agency Documents; (viii) The adoption of the Bond Resolution and the execution and delivery of the other Agency Documents by the Agency and compliance by the Agency with the provisions hereof and thereof, under the circumstances contemplated herein and therein, will not conflict with or constitute on the part of the Agency a material breach of or a default under any agreement or instrument to which the Agency is a party, or violate any existing law, administrative regulation, court order, or consent decree to which the Agency is subj ect; (ix) Based on the examination which such counsel has caused to be made and its participation at conferences at which the content of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum were discussed and without having undertaken to determine independently the accuracy or completeness of the contents of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, such counsel has no reason to believe that the Preliminary Limited Offering Memorandum as of its date and the Limited Offering Memorandums as of the date hereof contains any untrue statement (9) of a material fact or omits to state a material fact relating to legal matters affecting the Agency necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect (except for any financial forecast, technical and statistical data included in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and except for information regarding DTC and its book -entry system as to which no view need be expressed); and (x) opinion that the Agency is not subject to the SEC investigation of the City, nor are the Pledged Revenues subject to being applied by the City to satisfy obligations, if any, arising fromsuch investigation. Such opinions shall be limited to the applicable laws of the State of Florida and may contain such exceptions and limitations as are consistent with municipal finance transactions in the State of Florida. An opinion of the City Attorney for the City of Miami, Florida relating to litigation and related matters, addressed to such parties and in such form as shall be agreed upon by the Underwriters, Underwriter's Counsel, Bond Counsel and Associate Counsel. (10) A certificate, dated the date of Closing, of the Agency to the effect that (i) the representations, warranties, covenants and agreements of the Agency contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) except as described in the Limited Offering Memorandum, no litigation or proceeding against it is pending or, to its knowledge, threatened in any court or administrative body nor is there a basis for litigation which would (a) affect or seek to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds, (b) in any way contest or affect any authority for the issuance of the Bonds or the validity, due authorization and execution of the Bonds or the Agency Documents, (c) in any way contest the right of the members or officials of the Agency to hold and exercise their respective positions, (d) in any way contest the creation, existence or powers of the Agency or the validity of the Act or any provision thereof or the application of the proceeds of the Bonds, (e) attempt to limit, enjoin or otherwise restrict or prevent the Agency from functioning or from collecting revenues, including payments on the Bonds, pursuant to the Bond Resolution, and other income, or (f) if adversely determined, could materially adversely affect the financial position or operating condition of the Agency or the transactions contemplated by the Limited Offering Memorandum or the Agency Documents; (iii) the Bonds, the Bond Resolution and the other Agency Documents have been duly authorized and executed and are in full force and effect; (iv) to the best of its knowledge, no event affecting the Agency has occurred since the date of the Limited Offering Memorandum which should be disclosed in the Limited Offering Memorandum (other than the information under the captions "DESCRIPTION OF THE SERIES 2014A BONDS - Book Entry -Only System" and "UNDERWRITING") for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which made, not misleading in any respect as of the time of Closing, and the information contained in the Limited Offering Memorandum (other than the information under the captions "DESCRIPTION OF THE SERIES 2014A BONDS - Book Entry -Only System" and "UNDERWRITING") is correct in all material respects and, as of the date of the Limited Offering Memorandum did not, and as of the date of the Closing does not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (v) since September 30, 2012, no material and adverse change has occurred in the financial position or results of operations or condition, financial or otherwise, of the Agency, except as set forth in or contemplated by the Limited Offering Memorandum; and (vi) except as disclosed in the Preliminary Limited Offering Memorandum, the Agency has not, since September 30, 2012 incurred any material liabilities payable from or secured by any of the revenues or assets which will secure or otherwise support the payment of the Bonds other than in the ordinary course of business; (11) A certificate of the Agency in form and substance satisfactory to Bond Counsel and counsel to the Underwriter (a) setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code, and (b) certifying that to the best of the knowledge and belief of the Agency there are no other facts, estimates or circumstances that would materially adversely change the conclusions, representations and expectations contained in such certificate; (12) Any other certificates and opinions required by the Bond Resolution for the issuance thereunder of the Bonds; (13) Evidence satisfactory to the Underwriter that the Bonds have been rated "BBB+" by Standard and Poor's Rating Services; and (14) Such additional legal opinions, certificates, instruments and other documents as the Underwriter or counsel to the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Agency's representations and warranties contained herein and of the statements and information contained in the Limited Offering Memorandum and the due performance or satisfaction by the Agency 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 Agency. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in the form specified herein or otherwise in the form and substance satisfactory to the Underwriter. If the Agency shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the Agency shall be under any further obligation hereunder, except that the respective obligations of the Agency and the Underwriter set forth in Sections 3, 8(c) and 10 hereof shall continue in full force and effect. 7. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds if, between the date of this Agreement and the Closing, the market price or marketability of the Bonds shall be materially adversely affected, in the sole judgment of the Underwriter, by the occurrence of any of the following: (a) legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the state legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to impose, directly or indirectly, federal income taxation or state income taxation upon interest received on obligations of the general character of the Bonds, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences or state income tax consequences of any of the transactions contemplated herein; (b) legislation is introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction is issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice is issued or made by or on behalf of the SEC, or any other 17 (e) governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the 1933 Act, or that the Bond Resolution is not exempt from qualification under or other requirements of the Trust Indenture Act, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Limited Offering Memorandum or otherwise, is or would be in violation of the federal securities law as amended and then in effect; any state Blue Sky or securities commission or other governmental agency or body shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (d) a general suspension of trading in securities on the New York Stock Exchange or the Americsn Stock Exchange is imposed, minimum prices on either such exchange are established, material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange are established, or a general banking moratorium is declared by federal, State of New York, or State officials authorized to do so; the New York Stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, Underwriter; any amendment is made to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body, or other legal authority is taken which materially adversely affects the tax status of the Agency, its property, income or securities (or interest thereon); any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless the Limited Offering Memorandum can be amended and supplemented to correct such statement, information or omission and suchamendment or supplement does not have a material adverse affect on the market price or marketability of the Bonds; (h) there shall have occurred any materially adverse change in the affairs or financial condition of the Agency, except for changes which the Limited Offering Memorandum discloses are expected to occur; (e) (f) (g) 18 the United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency or there shall have occurred any other outbreak or escalation of hostilities or a national or international calamity or crisis, financial or otherwise; (j} any material adverse fact or material adverse event shall exist or have existed that, in the Underwriter's judgment, requires or has required an amendment of or supplement to the Limited Offering Memorandum and the Agency refuses to do so or if such fact or event that causes the need to amend or supplement the Limited Offering Memorandum is such that, when described in the amendment or supplement to the Limited Offering Memorandum, will likely result in a material adverse effect on the market price or marketability of the Bonds; (k) there shall have occurred or any notice shall have been given of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the Agency's obligations, which in the reasonable judgment of the Underwriter, will have a material adverse effect on the market price or marketability of the Bonds; (1) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission; (i) (m) (n) the discovery by the Underwriter after the date hereof of any fact, notice or information relating to, or arising from, the SEC's investigation of the City and the surrounding facts and circumstances which are the subject of the SEC's investigation, which, in the reasonable judgment of the Underwriter, could materially and adversely affect the market price or the marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; there shall have occurred, after the signing hereof, either a financial crisis or a default with respect to the debt obligations of the Agency or proceedings under the federal or State of Florida bankruptcy laws shall have been instituted by the Agency, in either case the effectof which, in the reasonable judgment of the Underwriter, is such as to materially and adversely affect the market price or the marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (o) legal or regulatory action shall have been filed against the Agency wherein an adverse ruling would materially adversely affect the transactions contemplated hereby or by the Limited Offering Memorandum or the validity of the Bonds, the Bond Resolution, or this Bond Purchase Agreement. 8. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Agency shall pay all expenses incident to the perfoiiiiance of the Agency's obligations hereunder, 19 (b) (c) including, but not limited to (i) the cost of preparation and printing of the Bonds, Preliminary Limited Offering Memorandum, Limited Offering Memorandum and any amendment or supplement thereto, (ii) the fees and disbursements of Bond Counsel and Associate Counsel, counsel to the Agency, and Disclosure Counsel, if any; (iii) the fees and disbursements of the Financial Advisor to the Agency; (iv) the fees and disbursements of the Fiscal Agent and any other bond registrar, paying agent or engineers, accountants, and other experts, consultants or advisers retained by the Agency; (v) the cost of preparation and printing of this Agreement and the Bond transcripts, (vi) all fees and expenses in connection with obtaining bond ratings and credit enhancement fees or premiums, and (vii) all other expenses incurred by the Underwriter in connection with the limited offering of the Bonds, including without limitation the fees and disbursements of counsel retained by the Underwriter. The Agency shall also pay for any reasonable expenses (included in the expense component of the Underwriter's discount) incurred by the Underwriter which are incidental to implementing this Agreement and the issuance of the Bonds, including, but not limited to, reasonable meals, transportation and lodging, if any, and any other miscellaneous closing costs. The Underwriter shall pay all advertising expenses in connection with the limited offering of the Bonds. If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Agency to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Agency shall be unable to perform its obligations under this Agreement, the Agency will reimburse the Underwriter for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel to the Underwriter) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder. (d) The Agency acknowledges that it has had an opportunity, in consultation with such advisors as it inay deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. 9. Notices. Any notice or other communication to be given to the Agency under this Agreement may be given by delivering the same in writing at Southeast Overtown/Park West Community Redevelopment Agency, 1490 Northwest 3rd Avenue, Suite 105, Miami, FL 33136, Attention: Executive Director, and any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to the Underwriter at Wells Fargo Securities, 2363 Gulf -to -Bay Boulevard, Suite 200, Clearwater, Florida 33765, Attention: John Generalli, Managing Director. 10. Parties in Interest; No Third Party Beneficiaries. This Agreement as heretofore specified shall constitute the entire agreement between us, supersedes all prior agreements and understandings between us, and is made solely for the benefit of the Agency and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. This Agreement may not be 20 assigned by the Agency, All of the Agency's representations, warranties and agreements contained in this Agreement shall remain operative and in fall force and effect, regardless of (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Agreement; and (iii) any termination of this Agreement. 11. Effectiveness. This Agreement shall become effective upon the acceptance hereof by the Agency and shall be valid and enforceable at the time of such acceptance. 12. Choice of Law. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Florida without regard to conflict of laws principles. 13. Severability. If any provision of this 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 Agreement invalid, inoperative or unenforceable to any extent whatever. 14. Business Day. For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange is open for trading, 15. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. 16. Counterparts. This 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. 21 [Signature Page to Bond Purchase Agreement for Series 2014A Bonds] If you agree with the foregoing, please sign the enclosed counterpart of this Agreement and return it to the Underwriter. This Agreement shall become a binding agreement between you and the Underwriter when at least the counterpart of this letter shall have been signed by or on behalf of each of the parties hereto. Respectfully submitted, WELLS FARGO BANK, NATIONAL ASSOCIATION By Name: John Generalli Title: Managing Director Date: [ , 2014] 22 [Signature Page to Bond Purchase Agreement for Series 2014A Bonds] ACCEPTANCE ACCEPTED at .m, Eastern time, this day of [ , 2014] By Name: [ ] Title: Executive Director Seal/Attest: By Name: Title: Approved as to Form and Correctness: By Name: Title: SCHEDULE I MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND PRICES [$ 1 Southeast Overtown/Park West Community Redevelopment Agency Tax. Increment Revenue Bonds, Series 2014A SCHEDULE II DISCLOSURE LETTER AND TRUTH -IN -BONDING STATEMENT [ , 2014] Southeast Overtown/Park West Community Redevelopment Agency [1490 Northwest 3"d Ave,, Suite 105] [Miami, FL 33136] Attention: [ ], Executive Director RE: [$ ] Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2014A Ladies and Gentlemen: In connection with the proposed issuance by the Southeast OvertownlPark West Community Redevelopment Agency (the "Agency") of its [$ aggregate principal amount of Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2014A (the "Series 2014A Bonds"), Wells Fargo Bank, National Association (the "Underwriter") is underwriting a limited offering of the Series 2014A Bonds in accordance with the Bond Purchase Agreement dated as of [ , 2014] (the "Purchase Agreement"). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement, The purpose of the following paragraphs of this letter is to furnish, pursuant to the provisions of Section 218.385, Florida Statutes, certain information in respect of the arrangements contemplated for the purchase and sale of the Series 2014A Bonds, as follows: 1. The nature and estimated amount of expenses to be incurred by the Underwriter in connection with the purchase and offering of the Series 2014A Bonds are set forth in Schedule A attached hereto. 2. There are no "finders," as defined in Section 218.386, Florida Statutes, connected with the sale and purchase of the Series 2014A Bonds. 3. The underwriting spread, the difference between the price at which the Series 2014A Bonds will be initially offered by the Underwriter and the price to be paid to the Agency for the Series 2014A Bonds, exclusive of accrued interest, will be approximately [$ ] per $1,000 of Series 2014A Bonds issued. 4. As part of the estimated underwriting spread set forth in paragraph (3) above, the Underwriter will charge a management fee of $[ ] per $1,000 of Series 2014A Bonds issued. 5, No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issuance of the Series 2014A Bonds to any person not regularly employed or retained by the Underwriter (including any "finder" as defined in Section 218.386, Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriter, as set forth in paragraph (1) above. 6. The name and address of the Underwriter is: Wells Fargo Bank, National Association 375 Park Avenue, 2nd Floor MAC J0127-060 New York, New York 10152 Attention: Municipal Syndicate Desk 7, Based on representations of the Agency, it is our understanding that the Agency is proposing to issue [$ ] in aggregate principal amount of the Series 2014A Bonds for the purposes of financing certain grants to be used for the construction or rehabilitation of affordable housing and financing the construction of other capital improvements in the Redevelopment Area, as described in the Bond Resolution, and paying certain costs and expenses relating to the issuance of the Series 2014A Bonds, The Series 2014A Bonds are expected to be repaid over a period of approximately [ ] years. At a True Interest Cost of approximately [ ]%, total interest paid over the life of the Series 2014A Bonds will be [$_ ]• 8. Based on representations of the City, it is our understanding that the Series 2014A Bonds will be payable from the • Pledged Revenues in the manner provided in the Bond Resolution. The Series 2014A Bonds carry an average annual debt service of approximately $[ ]. Assuming the Agency pays debt service on the Series 2014A Bonds from the Pledged Tax Increment Revenues, such funds equal to an average of $[ ] will not be available to finance the other services of the Agency each year that the Series 2014A Bonds will be outstanding, which is approximately [ ] years. Notwithstanding the foregoing, we are not accountants or actuaries, nor are we engaged in the practice of law. Accordingly, while we believe the above -described calculations to be correct, we do not warrant them to be so. Yours very truly, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Underwriter By: Managing Director SCHEDULE A UNDERWRITER'S ESTIMATED EXPENSES SCHEDULE III INVESTOR LETTER [ Southeast Overtown/Park West Community Redevelopment Agency Miami, Florida Wells Fargo Bank, National Association Clearwater, Florida , 2014] [$ Southeast OvertownlPark West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2014A Ladies and Gentlemen: This letter is being delivered in connection with the limited offering and sale by Wells Fargo Bank, National Association (the "Underwriter") of the above -referenced bonds (the "Bonds") issued by the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") pursuant to that certain Resolution No. CRA-R-12-0061, adopted by the Agency on September 17, 2012, as amended and supplemented by Resolution No. CRA-R-13-0025, adopted by the Agency on March 25, 2013 and Resolution No. CRA-R-13-0039, adopted by the Agency on June 24, 2013, as amended and supplemented from time to time, and as particularly supplemented by Resolution No. CRA-R-14- , adopted by the Agency on [July 30, 2014] (collectively, the "Bond Resolution) to the undersigned purchaser (the "Purchaser"). All capitalized terms used herein, but not defined herein, shall have the respective meanings set forth in the Bond Resolution. The undersigned, an authorized representative of the Purchaser, hereby represents to the Underwriter and the Agency that: 1. The Purchaser has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the Bonds. The Purchaser is aware that: (a) investment in the Bonds involves various risks and may result in a complete and total loss of investment for the Purchaser; (b) the Bonds are not general obligations of the Agency; and (c) the payment of principal or premium, if any, and interest on the Bonds is payable solely from the Pledged Revenues as described in the Bond Resolution and the Limited Offering Memorandum. 2. The Purchaser has authority to purchase the Bonds and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of the Bonds. 3. The undersigned is a duly appointed, qualified and acting representative of the Purchaser and is authorized to cause the Purchaser to make the certifications, representations and warranties contained herein by execution of this letter on behalf of the Purchaser. 4. The Purchaser is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the "1933 Act"). The Purchaser is able to hold the Bonds for an indefinite period of time and bear the economic risks of such investment without material injury, which risks may include a total and complete loss of such investment. 5. The Purchaser is a "sophisticated municipal market professional" as defined in the rules of the Mirnicipal Securities Rulemaking Board, and attests to the following in connection with any transaction in municipal securities with the Underwriter: (a) as of the date of this letter, Purchaser owns, or manages for the account(s) of others, municipal securities (as defined in Section 3(a)(29) of the Securities Exchange Act of 1934, as amended) in excess of $100 million in par value; (b) Purchaser is capable of evaluating investment risks and market value independently, both in general and with regard to all transactions and investment strategies involving a municipal security or securities; and (c) Purchaser has exercised, and will exercise, independent judgment in evaluating the recommendations of the Underwriter or its associated persons, unless it has otherwise notified the Underwriter in writing. 6. The Purchaser acknowledges that it has been furnished with or has been given access to the underlying documents in connection with this transaction, the Bonds and the Agency, as well as such other information that a reasonable, prudent, and knowledgeable investor would desire in evaluating the purchase of the Bonds, including a review of the Limited Offering Memorandum of the Agency dated [ , 20141 relating to the Bonds. The Purchaser acknowledges that the Agency and the Underwriter have made available to it and its representatives the opportunity to obtain any additional information that it may desire and the opportunity to ask any questions it may desire of and receive satisfactory answers from the Agency concerning the security and the source of payment of the Bonds. The Purchaser has based its decision to invest in the Bonds solely on its own investigation, examination, and. evaluation of the Agency, the Bonds and other relevant matters, and the Purchaser has not relied upon the Underwriter or Underwriter's counsel for any advice. 7. The Purchaser understands that the Bonds (i) are not registered under the 1933 Act and are not registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, and (ii) are not listed on any stock or other securities exchange. Additionally, the Purchaser understands that the Bond Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and that the Agency shall have no obligations to effect any such registration or qualification. 8. The Purchaser is not acting as a bond house, broker, or other intermediary, and is purchasing the Bonds as an investment for its own account and not with a present view to resell or to make other distribution to the public. The Agency and Underwriter may rely on this representation in their certificates regarding federal tax matters. Although the Purchaser retains the right to transfer the Bonds in the future, the Purchaser agrees to do so only in strict compliance with the transfer restrictions contained in the Bond Resolution. The Purchaser understands that the Bonds may not be readily tradable. The Bonds are being acquired by the Purchaser for investment for its own account and not with a present view toward resale or distribution; provided, however, that the Purchaser reserves the right to sell, transfer or redistribute the Bonds in strict compliance with the transfer restrictions contained in the Bond Resolution, Any such sale, transfer or distribution of a Bond by the Purchaser shall be made in such manner that any resulting Bond continued to be held by the Purchaser and any Bond transferred to the transferee shall be in Authorized Denominations, and such transferee shall be a Person: (a) that is an affiliate of the Purchaser; (b) that is a trust or other custodial arrangement established by the Purchaser or one of its affiliates, the owners of any beneficial interest in which are limited to qualified institutional buyers; or (c) that either: (i) the Purchaser reasonably believes to be a qualified institutional buyer as defined in Rule 144A promulgated under the 1933 Act; or (ii) executes an investor letter substantially in the form of this letter. Dated as of the day of , 2014. By Name Title