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HomeMy WebLinkAboutExhibit DEXHIBIT D FORM OF THE BOND PURCHASE AGREEMENT BOND PURCHASE AGREEMENT CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), TAX-EXEMPT SERIES 2024C July , 2024 City of Miami, Florida 444 S.W. 2nd Avenue Miami, Florida 33130 Ladies and Gentlemen: The undersigned, Siebert Williams Shank & Co., LLC (the "Representative"), acting on behalf of itself, Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC (collectively with the Representative, the "Underwriters"), offers to enter into the following bond purchase agreement (this "Agreement") with the City of Miami, a municipal corporation of the State of Florida (the "City") which, upon the City' s written acceptance of this offer, will be binding upon the City and upon the Underwriters. This offer is made subject to the City's written acceptance hereof on or before 11:59 p.m., Eastern Daylight Time, on July , 2024, and, if not so accepted, will be subject to withdrawal by the Underwriters upon written notice delivered to the City at any time prior to the acceptance hereof by the City. Terms not otherwise defined in this Agreement shall have the same meanings as set forth in the Resolution (as defined herein) or in the Official Statement of the City dated the date hereof, relating to the Bonds (as defined below), together with all appendices or exhibits, any materials incorporated by reference therein and any amendments or supplements thereto (collectively, the "Official Statement"). 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 City, and the City hereby agrees to sell and deliver to the Underwriters, all, but not less than all, of the City' s $ Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024C (the "Bonds"). The City acknowledges and agrees that: (i) the primary role of the Underwriters, as underwriters, is to purchase the Bonds in an arm's-length commercial transaction between the City and the Underwriters, and that the Underwriters have financial and other interests that differ from those of the City; (ii) the Underwriters are not acting as a municipal advisor, financial advisor, or fiduciary to the City and have not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the City on other matters); (iii) the only obligations the Underwriters have to the City with respect to the transaction contemplated hereby expressly are set forth in this Agreement and the other City Documents (defined herein); (iv) the Underwriters have financial and other interests that differ from the City; and (v) the City has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. The principal amount of the Bonds to be issued, the dated date therefor, the maturities, interest rates per annum, prices and/or yields, sinking fund provisions (if any), optional redemption provisions, and other terms of the Bonds are set forth in Schedule I hereto. The Bonds shall be issued and secured under and pursuant to the Constitution and laws of the State of Florida (the "State"), including particularly Article VII, Section 12 of the State Constitution, Chapters 163 and 166, Florida Statutes, as amended, and Chapter 159, Part VII, Florida Statutes, as amended, the Charter of the City, and other applicable provisions of law (the "Act"), and pursuant to Resolution No. R-19-0062 adopted by the City Commission of the City (the "City Commission") on February 14, 2019 (the "Master Resolution" or the "Series Resolution"), as supplemented and particularly as supplemented by Resolution No. R-24- adopted by the City Commission on 2024 (the "Supplemental Resolution" and, together with the Master Resolution, the "Resolution"). The Bonds are being issued for the purpose of providing funds, to (i) pay or reimburse the City for funds advanced by the City for costs of certain infrastructure capital projects identified in the Resolution and (ii) pay the costs of issuance of the Bonds. The aggregate purchase price for the Bonds shall be $ (representing the $ aggregate par amount of the Bonds, [plus/minus] an original issue [premium/discount] of $ , and less an underwriting discount of $ ). • In accordance with Section 218.385, Florida Statutes, as amended, the Underwriters hereby disclose the information required by such Section, including a truth -in -bonding statement, as provided in Schedule II attached hereto. - ■ The Representative hereby agrees and makes the following representations and warranties to the City, provided, however that the representations and warranties made on behalf of the other Underwriters as set forth in (a), (c) and (d) below are based on the certifications received by the Representative from each of the other Underwriters: (a) each of the Underwriters is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and qualified to conduct business in the State of Florida, (b) this Agreement has been duly authorized, executed and delivered by the Representative on behalf of the Underwriters and, assuming the due authorization, execution and delivery by the City, is the legal, valid and binding obligation of the Underwriters enforceable in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy or other laws affecting creditors' rights generally and except that equitable remedies lie in the discretion of the court and may not be available, (c) each Underwriter is licensed by and registered with the Financial Industry Regulatory Authority as a broker dealer and the Municipal Securities Rulemaking Board (the "MSRB") as a municipal securities dealer, (d) neither the Underwriters nor any "person" or "affiliate" thereof has been on the "convicted vendor list" during the past thirty-six (36) months as all such terms are defined in Section 287.133, Florida Statutes, as amended. The Representative represents that it has been duly authorized to execute this Agreement on behalf of itself and the other Underwriters named herein. 2 2. Public Offering. The Underwriters agree to make an initial public offering of all of the Bonds at prices not to exceed the public offering prices set forth on the inside front cover of the Official Statement (the "Offering Prices") and may subsequently change such Offering Prices without any requirement of prior notice. The Underwriters may offer and sell Bonds to certain dealers and others at prices lower than the Offering Prices to the extent allowed by the Code (defined herein). 3. Establishment of Issue Price. (a) The Representative, on behalf of the Underwriters, agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate, substantially in the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the City, the City's Financial Advisor, and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) Except as otherwise set forth in Schedule I to Exhibit A attached hereto, the City will treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Agreement, the Representative shall report to the City the price or prices at which the Underwriters have sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Representative agrees to promptly report to the City the prices at which Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not Closing has occurred, until either (i) all Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriters' reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, the City or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (c) If Exhibit A includes Schedule I, the Representative confirms that the Underwriters have offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule I to Exhibit A attached hereto, except as otherwise set forth therein. Schedule I, should it exist, also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the City and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the - offering -price rule remains applicable to any maturity of the Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or 3 (2) the date on which the Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Representative will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Representative confirms that: (1) any agreement among underwriters, any selling group agreement and each third -party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker -dealer that is a party to such third -party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and (ii) to comply with the hold - the -offering -price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires, and (B) to promptly notify the Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), (C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker -dealer, the Representative shall assume that each order submitted by the Underwriter, dealer or broker -dealer is a sale to the public. (2) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third - party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative or such Underwriter or dealer, and (B) comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representations set forth in this section, the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its 4 agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold - the -offering -price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third -party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The City further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds. (f) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this Section 3: I (1) "public" means any person (including an individual, trust, estate, partnership, association, company or corporation) other than an underwriter or a related party to an underwriter; (2) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public); (3) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a 5 corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) "sale date" means the date of execution of this Agreement by all parties. 4. The Official Statement. (a) The Preliminary Official Statement of the City dated , 2024 relating to the Bonds together with all appendices or exhibits, any materials incorporated by reference therein and any amendments or supplements thereto (collectively, the "Preliminary Official Statement") has been prepared by the City for use and distribution by the Underwriters in connection with the public offering, sale and distribution of the Bonds. The City hereby consents to and ratifies the use and distribution by the Underwriters of the Preliminary Official Statement in connection with the public offering of the Bonds. The City hereby represents and warrants that the Preliminary Official Statement is "deemed final" by the City 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, as amended (the "Rule"). (b) The City hereby authorizes and consents to the use of the Official Statement, including any amendments or supplements thereto, by the Underwriters in connection with the public offering and the sale of the Bonds. The City shall provide, or cause to be provided, to the Underwriters as soon as practicable after the date of the City's acceptance of this Agreement (but, in any event, not later than within seven (7) business days after the City's acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement, including any amendments or supplements thereto, which are complete as of the date of its delivery to the Underwriters in such quantity as the Representative shall reasonably request in order for the Underwriters to comply with Section (b)(4) of the Rule and the rules of the MSRB. The City hereby confirms that it agrees to the distribution of the Preliminary Official Statement and the Official Statement in electronic form, including any amendments or supplements thereto. (c) If, after the date of this Agreement to and including the date the Underwriters are no longer required to provide an Official Statement to potential customers and request the same pursuant to the Rule (the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than twenty-five (25) days after the "end of the underwriting period" for the Bonds), the City or the Representative becomes aware of any fact or event which would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the City or the Representative, as applicable, will notify the other party (and for the purposes of this clause provide the City or the Representative, as applicable, with such information as it may from time to time request), and if, in the opinion of the City or reasonable opinion of the Representative, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the City will forthwith prepare and furnish (in a form and 6 manner approved by the Representative, the City, Bond Counsel, and Disclosure Counsel), at the City's own expense (unless such misstatement or omission was contained in information provided by the Underwriters, then at the Underwriters' expense), 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 comply with law or 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 light of the circumstances under which they were made, not misleading. Unless otherwise notified in writing by the Representative on or prior to the Closing Date, the City can assume that the "end of the underwriting period" for purposes of the Rule and this Section is the Closing Date. (d) The Representative hereby agrees to file, and the City authorizes the Representative to file, the Official Statement, including any amendments or supplements thereto, as required by the MSRB. 5. Representations, Warranties, and Covenants of the City. The City hereby represents and warrants to and covenants with the Underwriters as follows; provided that, except for clauses (a), (b), (c), (d), (1), (m), and (o), the below representations, warranties, and covenants are made to the best of its knowledge, information and belief: (a) The City is a municipal corporation of the State duly created, organized and existing under the Constitution of the State and applicable laws of the State, including, particularly Article VII, Section 12 of the State Constitution, Chapters 163 and 166, Florida Statues, as amended, and Chapter 159, Part VII, Florida Statutes, as amended, the City's Charter and other applicable provisions of law (the "Act"), and has full legal right, power and authority under the Act, and at the Closing Date will have full legal right, power and authority under the Act and the Resolution (i) to adopt the Resolution and to enter into, execute and deliver this Agreement, the Paying Agent and Bond Registrar Agreement (the "Paying Agent Agreement") by and between the City and The Bank of New York Mellon Trust Company, N.A., as the paying agent and bond registrar (the "Bank"), and the Continuing Disclosure Agreement relating to the Bonds (the "Undertaking") by and between the City and Digital Assurance Certification, LLC, as the disclosure dissemination agent, and all documents required hereunder and thereunder to be executed and delivered by the City (this Agreement, the Resolution, the Paying Agent Agreement, the Undertaking, and the other documents referred to in this clause are hereinafter referred to as the "City Documents"), (ii) to sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iii) to carry out and consummate the transactions contemplated by the City Documents and the Official Statement, and as of the date hereof, the City has complied in all material respects with the terms of the Act and the City Documents as they pertain to such transactions; (b) By all necessary official action of the City, prior to or concurrently with the acceptance hereof, the City has duly authorized and approved (i) the issuance and sale of the Bonds, (ii) the distribution of the Preliminary Official Statement, and the execution, delivery, and distribution of the Official Statement, including any amendments or supplements thereto, for use by the Underwriters in connection with the public offering of the Bonds, (iii) the approval, execution and delivery of, and the performance by the City of the obligations on its part, contained in the Bonds and the City Documents, and (iv) the consummation by it of all other transactions contemplated by the Official Statement, and the City Documents and any and all such other 7 agreements and documents as may be required to be executed, delivered and/or received by the City in order to carry out, give effect to, and consummate the transactions contemplated herein and in the Official Statement, in each case excepting any authorization that cannot be obtained prior to or concurrently with the date of this Agreement; (c) This Agreement constitutes a legal, valid and binding obligation of the City enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights and subject to judicial discretion; the other City Documents, when executed by the respective parties thereto, will constitute legal, valid and binding obligations of the City, 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 and subject to judicial discretion; the Bonds, when issued, delivered and paid for, in accordance with the Resolution and this Agreement, will constitute legal, valid and binding obligations of the City entitled to the benefits of the 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 and subject to judicial discretion; upon the issuance, authentication and delivery of the Bonds as aforesaid, the 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 it purports to create as set forth in the Resolution; (d) The City is lawfully empowered to pledge and grant a lien upon the Pledged Funds (as defined in the Resolution) and, subject to the conditions and limitations set forth in the Resolution, to covenant to budget and appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues (as defined in the Resolution) lawfully available in each Fiscal Year, amounts sufficient for the payment of the principal of, redemption premium, if any, and interest on the Bonds pursuant to the Resolution, as described in the Official Statement for the Bonds; (e) Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, the City 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 City is a party or to which the City 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 City under any of the foregoing; and when executed by the respective parties hereto and thereto, the City reasonably expects as of the date hereof that execution and delivery of the Bonds, the City Documents and the adoption of the Resolution and compliance with the provisions on the City'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, resolution, agreement or other instrument to which the City is a party or to which the City 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 City to be pledged to secure the Bonds 8 or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Resolution; (f) Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, the City has not in the prior five (5) years failed to comply in any material respect with any prior continuing disclosure obligation for any of its outstanding debt that was subject to the Rule at the time of issuance; (g) 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 City of its obligations under the City Documents, and the Bonds have been duly obtained, except for such approvals, consents and orders that may not be obtained until after the date of this Agreement or as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds; (h) Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, 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 City, threatened against the City, contesting the right of the members or officials of the City to hold and exercise their respective positions, the due organization and valid existence of the City, or affecting or seeking to prohibit, restrain, limit, or enjoin the sale, issuance or delivery of the Bonds or the pledge of the Pledged Funds or the financing of the Projects pursuant to the Resolution or in any way contesting or affecting the validity or enforceability of the Bonds, the City Documents, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, including any amendments or supplements thereto, or contesting the powers of the City or the financing of the Projects, the issuance of the Bonds, the adoption of the Resolution or the execution and delivery of the City Documents, nor, to the best knowledge of the City, is there any basis therefor, where in each such action, suit, proceeding, inquiry or investigation an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the City Documents, or the excludability from gross income of interest on the Bonds for federal income tax purposes; (i) The Preliminary Official Statement (other than the information concerning DTC or its book -entry system of registration, information provided by the Underwriters in the Section entitled "UNDERWRITING") does not as of its date 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, except for "permitted omissions" as described in the Rule; (j) At the time of the City's acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to paragraph (c) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement (other than the information concerning DTC or its book -entry system of registration, information provided by the Underwriters in the Section entitled "UNDERWRITING") will not contain any 9 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; (k) If the Official Statement is supplemented or amended pursuant to paragraph (c) of Section 4 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 Closing Date, the Official Statement as so supplemented or amended (other than the information concerning DTC or its book -entry system of registration and information provided by the Underwriters in the Section entitled "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; (1) The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as described in the Official Statement, subject to all of the terms and provisions of the Resolution, and shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exclusion from gross income for federal income tax purposes, or the exemption from any applicable state tax, of the interest on the Bonds; (m) The City will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request: (i) to (A) 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 Representative may designate, and (B) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions; and (ii) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the City 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, or comply with any other requirements reasonably deemed by it to be unduly burdensome) and will advise the Representative promptly upon receipt by the City 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; (n) The financial statements of the City for the Fiscal Year ended September 30, 2023 and other financial information regarding the City in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, fairly present the financial position and results of the City as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles as promulgated by the Governmental Accounting Standards Board consistently applied, and since the dates thereof, there has been no material adverse change in the financial position or results of operations of the City except as may be expressly disclosed in the Preliminary Official Statement or the Official Statement, including any amendments or supplements thereto; (o) Prior to the Closing, the City 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 Pledged Revenues without the prior written approval of the Representative; 10 (p) Any certificate, signed by any official of the City authorized to do so in connection with the transactions contemplated by this Agreement, shall be deemed a representation and warranty by the City to the Underwriters as to the statements made therein; (q) Except as expressly disclosed in the Official Statement, including any amendments or supplements thereto, the City has not been in default as to principal or interest with respect to an obligation issued or guaranteed by the City since December 31, 1975; (r) Subsequent to the respective dates as of which information is given in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, and prior to the Closing Date, except as expressly set forth in or contemplated by the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, unless consented to in writing by the Underwriters, (i) the City has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and as budgeted, and has not entered into and will not have entered into any material transaction not in the ordinary course of business and as budgeted, (ii) there has not been and will not have been any material adverse change in the business or financial position or results of operations of the City, (iii) no loss or damage (whether or not insured) to the property of the City has been or will have been sustained which materially and adversely affects the operations of the City, and (iv) no legal or governmental proceedings affecting the City or the transactions contemplated by this Agreement have been or will have been instituted or threatened which is material. 6. Closing. g (a) At 10:00 a.m. Eastern Daylight Time, or — , 2024, or at such other time and date as shall have been mutually agreed upon by the City and the Representative (the "Closing" or the "Closing Date"), the City will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriters as provided in (b) below, 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 of this Agreement by a wire transfer payable in immediately available funds to the order of the City. Payment for the Bonds as aforesaid shall be made at the offices of City, or such other place as shall have been mutually agreed upon by the City and the Representative. (b) Delivery of the Bonds shall be made to DTC, New York, New York through its FAST system of registration. The Bonds shall be delivered in definitive fully registered form, bearing CUSIP numbers, with one Bond for each maturity of the Bonds, registered in the name of Cede & Co., all as provided in the Resolution, and shall be made available to the Representative at least one (1) business day before the Closing for purposes of inspection. 7. Closing Conditions. The Underwriters have entered into this Agreement in reliance upon the representations, warranties and agreements of the City 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 City of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriters' obligations under this Agreement to purchase, to accept delivery of and to pay for 11 the Bonds shall be conditioned upon the performance by the City 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, including the delivery by the City of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Representative: (a) The representations and warranties of the City 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 Closing Date; (b) The City shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) At the time of the Closing, (i) the City Documents and the Bonds shall be in full force and effect in the form heretofore approved by the Representative 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 Representative; (ii) all actions of the City required to be taken by the City shall be performed in order for Bond Counsel and other counsel to deliver their respective opinions referred to hereafter; (d) At or prior to the Closing, the Resolution shall have been duly adopted and in full force and effect by the City and the City shall have duly executed and delivered the Bonds to the Registrar, and the Registrar shall have duly authenticated the Bonds; (e) The City shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (f) 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 Representative; and (g) At or prior to the Closing, the Underwriters shall have received copies of each of the following documents: (1) The Official Statement, and each supplement or amendment thereto, if any, executed on behalf of the City by its City Manager, Chief Financial Officer, and the Finance Director, or such other official as may have been authorized by the Resolution and agreed to by the Representative, and the reports and audits referred to or appearing in the Official Statement; (2) The Resolution; (3) Fully executed counterparts of the City Documents; (4) A final approving opinion of Butler Snow LLP ("Bond Counsel"), with respect to the Bonds, dated the Closing Date, in substantially the form attached to the Official Statement as Appendix D; 12 (5) A letter of Bond Counsel, addressed to the Underwriters and dated the Closing Date, to the effect that their final approving opinion referred to in Section 7(g)(4) hereof may be relied upon by the Underwriters to the same extent as if such opinion were addressed to the Underwriters; (6) A supplemental opinion of Bond Counsel, addressed to the Underwriters, dated the Closing Date, substantially to the effect that: (i) [the statements contained in the Preliminary Official Statement and the Official Statement under the sections "INTRODUCTION" (paragraphs three through seven thereof), "DESCRIPTION OF THE SERIES 2024 BONDS" (except for "Book -Entry Only System") and "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS" are accurate and insofar as such statements purport to summarize certain provisions of the Resolution and the Bonds, such statements are accurate summaries of the provisions purported to be summarized, and the information contained in the Official Statement under the section captioned "TAX MATTERS" is accurate]; and (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended; (7) An opinion of Akerman LLP, as Disclosure Counsel, dated the Closing Date and addressed to the City, in substantially the form attached hereto as Exhibit B, together with a reliance letter thereon addressed to the Underwriters; (8) An opinion of the City Attorney or other counsel to the City, addressed to the City, Bond Counsel, Disclosure Counsel and the Underwriters and dated the Closing Date, in substantially the form attached hereto as Exhibit C; (9) A certificate, dated the Closing Date, signed by the City Manager, the Chief Financial Officer, the Finance Director of the City, or such other officials as authorized by the Resolution and satisfactory to the Underwriters, and in form and substance satisfactory to the Underwriters, to the effect that the information contained in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto (other than the information concerning DTC or its book -entry system of registration and information provided by the Underwriters in the Section entitled "UNDERWRITING") do 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, and the representations and warranties of the City contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; (10) A certificate of the City in form and substance satisfactory to Bond Counsel and counsel to the Underwriters (i) setting forth the facts, estimates and circumstances in existence on the Closing Date, which establish that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning 13 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 (ii) certifying that there are no other facts, estimates or circumstances that would materially change the conclusions, representations and expectations contained in such certificate; (11) A certificate of an authorized representative of the Bank to the effect that (i) the Bank is a national banking association duly organized, validly existing and in good standing under the law of the United States of America and is duly authorized to exercise trust powers in the State of Florida, (ii) the Bank has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to execute and perform its functions under the Resolution and the Paying Agent Agreement, (iii) the performance by the Bank of its functions under the Resolution and the Paying Agent Agreement will not result in any violation of the Articles of Association or Bylaws of the Bank, any court order to which the Bank is subject or any agreement, indenture or other obligation or instrument to which the Bank is a party or by which the Bank is bound, and no approval or other action by any governmental authority or agency having supervisory authority over the Bank is required to be obtained by the Bank in order to perform its functions under the Resolution and the Paying Agent Agreement, (iv) the Paying Agent Agreement constitutes a valid and binding obligation of the Bank in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity and (v) to the best of such authorized representative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to his or her knowledge, threatened against or affecting the Bank wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Resolution and the Paying Agent Agreement; (12) A letter of McGuireWoods LLP, counsel to the Underwriters dated the Closing Date, in substantially the form attached hereto as Exhibit D; (13) A copy of the signed letter of representations from the City to DTC; (14) A certificate of the City Manager, the Chief Financial Officer, or the Finance Director of the City deeming the Preliminary Official Statement and any supplement or amendment thereto "final" as of its date for the purposes of the Rule; (15) A letter of Moody's Investor's Service that the Bonds have an underlying rating of " ," and a letter of S&P Global Ratings, a division of Standard & Poor's Financial Services LLC that the Bonds have an underlying rating of " " and that all such ratings are in effect as of the Closing Date; and (16) Such additional legal opinions, certificates, instruments and other documents as the Representative or counsel to the Underwriters, the City, Bond Counsel, Disclosure Counsel, or the City's Financial Advisor may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the City's 14 representations and warranties contained herein and of the statements and information contained in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, and the due performance or satisfaction by the City on or prior to the Closing Date of all the respective agreements then to be performed and conditions then to be satisfied by the City. If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall not be satisfied or shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriters, nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriters set forth in 8 hereof shall continue in full force and effect. 8. Termination. The Underwriters shall have the right to cancel their obligation to purchase the Bonds if, between the date of this Agreement and the Closing by written notice to the City if, in the sole and reasonable judgment of the Representative, any of the following events shall occur on or after the date of this Agreement: (a) the market price or marketability of the Bonds, or the ability of the Underwriters to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events: A (i) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Bonds; or (ii) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war, (2) any other calamity or crisis (including pandemics) in the financial markets of the United States or elsewhere, (3) the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations, or (4) a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, the City; or (iii) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that 15 exchange or by order of the Securities and Exchange Commission ("SEC") or any other governmental authority having jurisdiction; or (iv) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President' s Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Bonds, the Resolution or the City Documents, or any comparable securities of the City, are not exempt from the registration, qualification or other requirements of the Securities Act or the Trust Indenture Act or otherwise, or would be in violation of any provision of the federal securities laws; or (v) except as disclosed in or contemplated by the Official Statement, as amended or supplemented, any material adverse change in the financial affairs of the City shall have occurred, which in the reasonable judgment of the Representative, materially and adversely affects the market price or the marketability of the Bonds or the ability of the Underwriters to enforce contracts for the purchase of the Bonds; or (vi) there shall have occurred, or any official statement shall have been given of any suspension, withdrawal, downgrading, or published negative credit watch or similar published information from a rating agency that at the date of this Agreement has published a rating (or has been asked to furnish a rating on the Bonds) on any of the City' s debt obligations that are secured by a pledge or application of the Pledged Revenues or the Non - Ad Valorem Revenues, which action reflects a negative change or possible negative change, in the ratings accorded any such obligations of the City (including any rating to be accorded the Bonds); or (b) any event or circumstance shall exist that either makes untrue or incorrect any statement of a material fact or information in the Official Statement (other than any statement provided by the Underwriters in the section entitled, "UNDERWRITING") or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the City refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (c) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (d) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or 16 (e) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (f) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Agreement or by the Official Statement, as amended or supplemented, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust Indenture Act; or (g) 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 where 10% or more of the Bonds have been sold, as described herein, or issued a stop order or similar ruling relating thereto; or (h) the purchase of and payment for the Bonds by the Underwriters, 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, other than with respect to state Blue Sky laws. Upon the occurrence of a Termination Event and the termination of this Agreement by the Underwriters, all obligations of the City and the Underwriters under this Agreement shall terminate, without further liability, except that the City and the Underwriters shall pay their respective expenses as set forth in Section 9 below. 9. Expenses. (a) The Underwriters shall be under no obligation to pay, and the City shall pay all expenses incident to the performance of the City' s obligations hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds, the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, (ii) the fees and disbursements of Bond Counsel, City Attorney, and Disclosure Counsel, if any; (iii) the fees and disbursements of PFM Financial Advisors LLC (the "Financial Advisor"); (iv) the fees and disbursements of any Registrar, Paying Agent or engineers, accountants, and other experts, consultants or advisers retained by the City, if any; (v) all fees, and expenses in connection with obtaining bond ratings; and (vi) any expenses (included in the expense component of the Underwriters' discount) incurred by the Underwriters on behalf of the City' s employees and representatives for: (a) normal travel costs, including reasonable transportation and lodging; and (b) ordinary and reasonable meals hosted by the Underwriters that are, in both cases, directly related to the offering contemplated by this Agreement. 17 (b) Except as provided for above, the Underwriters shall pay (i) the cost of preparation and printing of this Agreement, or any Blue Sky Surveys; (ii) all advertising expenses in connection with the public offering of the Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by the Underwriters. In the event that either party shall have paid obligations of the other as set forth in this Section 9, adjustment shall be made at the time of the Closing. 10. Notices. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing to City of Miami, Florida, 444 S.W. 2nd Avenue, Miami, Florida 33130, to the attention of the Finance Director of the City, and any notice or other communication to be given to the Underwriters under this Agreement may be given by delivering the same in writing to Siebert Williams Shank & Co., LLC, 150 W. Jefferson St., Suite 1350, Detroit, MI 48226, Attention: Mr. Sean Werdlow. 11. Parties in Interest. This Agreement may not be assigned by the City or the Underwriters unless the City has provided prior written consent and only if legally permitted by the City's procurement rules. This Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the City and the Underwriters (including successors or assigns of the Underwriters, if any, as if prior written consent has been provided in writing by the City and if legally permitted by the City's procurement rules) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City's and Underwriters' representations, warranties and agreements contained in this Agreement shall remain operative and in full force and effect, regardless of (i) delivery of and payment for the Bonds pursuant to this Agreement; and (ii) any termination of this Agreement. I 12. Effectiveness. This Agreement shall become effective upon the acceptance hereof by the City and shall be valid and enforceable at the time of such acceptance. 13. Choice of Law. This Agreement shall be governed by and construed in accordance with the law of the State of Florida and venue shall be in Miami -Dade County, Florida. 14. 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. 15. Business Day. For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. 16. 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. 18 17. 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. [Signature page to this Agreement immediately follows this page] 'TRAFT 19 If you agree with the foregoing, please sign the Agreement and return it to the Underwriters. This Agreement shall become a binding agreement between you and the Underwriters when at least the counterpart of this letter shall have been signed by or on behalf of each of the parties hereto. Respectfully submitted, SIEBERT WILLIAMS SHANK & CO., LLC, as Representative of the Underwriters By: Name: Title: DRAFT S-1 ACCEPTED at (SEAL) ATTEST: ACCEPTANCE a.m. / p.m. Eastern Daylight Time this day of July, 2024. CITY OF NIIANII, FLORIDA By: Art Noriega V, City Manager By: Larry M. Spring, Jr., Chief Financial Officer By: Erica T. Paschal -Darling, Finance Director APPROVED as to Insurance Requirements: 1 ,7 By: n By: Todd B. Hannon, City Clerk Ann -Marie Sharpe, Risk Management Director APPROVED as to Legal Form and Correctness: By: George K. Wynsong, III, Esq., City Attorney Signature Page — Bond Purchase Agreement S-2 SCHEDULE I CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024C MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, AND PRICES Maturity Principal (January 1) Amount Interest Rate Yield* Price DRAFT % Term Bond Due January 1, 20 , Yield %*, Price: * Yield calculated to first optional redemption date of January 1, 20 . Optional Redemption The Bonds maturing on and after January 1, 20, are subject to redemption at the option of the City on or after January 1, 20, in whole or in part at any time, in such manner as will be determined by the Bond Registrar, at a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption without premium. Mandatory Redemption The Bonds maturing on January 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity by lot through the application of Sinking Fund Requirements, at a Schedule I-1 redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on January 1 in the following amounts and in the year specified as follows: Year * *Maturity Principal Amount The Bonds maturing on January 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity by lot through the application of Sinking Fund Requirements, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on January 1 in the following amounts and in the year specified as follows: *Maturity Year Principal Amount ''?AFT No Reserve Account Requirement for the Bonds There will be no Debt Service Reserve Account established for the Bonds. Schedule I-2 Certification of the Pricing Provisions and Other Determinations I, Art Noriega V, City Manager of the City of Miami, Florida do hereby certify that the pricing provisions and other determinations contained in the Bond Purchase Agreement and in this Schedule I have been approved in accordance with and in satisfaction of the provisions of the Resolution. CITY OF MIAMI, FLORIDA a municipal corporation of the State of Florida By: Art Noriega V, City Manager DRAFT Signature Page — Schedule I Schedule I-3 SCHEDULE II DISCLOSURE STATEMENT AND TRUTH -IN -BONDING STATEMENT Mayor and City Commission of the City of Miami, Florida Miami, Florida Re: $ City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024C Dear Mayor and Commission Members: , 2024 In connection with the proposed issuance by the City of Miami, Florida (the "City") of $ in aggregate principal amount of its Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024C (the "Bonds"), Siebert Williams Shank & Co., LLC, on behalf of itself, Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC (collectively, the "Underwriters") is underwriting a public offering of the Bonds. The purpose of the following six paragraphs of this letter is to furnish, pursuant to the provisions of Section 218.385(6), Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the purchase and sale of the Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriters in connection with the purchase and re -offering of the Bonds are set forth in Attachment 1 attached hereto. (b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended, connected with the sale and purchase of the Bonds. (c) The underwriting spread, the difference between the price at which the Bonds will be initially offered by the Underwriters and the price to be paid to the City will be $ per $1,000 of Bonds issued. (d) As part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriters will charge a management fee of $r 1 per $1,000 of Bonds issued. (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriters in connection with the issuance of the Bonds to any person not regularly employed or retained by the Underwriters (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriters, as set forth in paragraph (a) above. The fees and expenses of McGuireWoods LLP, Underwriters' counsel, and all other expenses are being paid by the Underwriters. Schedule II-1 (f) The names and addresses of the Underwriters are: Siebert Williams Shank & Co., LLC 150 W. Jefferson St., Suite 1350 Detroit, MI 48226 Blaylock Van, LLC 600 Lexington Ave, 3rd Floor New York, NY, 10022 Estrada Hinojosa & Company, Inc. 55 Merrick Way, Suite 216 Coral Gables, Florida 33134 Jefferies LLC 200 S. Orange Avenue, Suite 1440 Orlando, Florida 32801 The purpose of the following paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth -in -bonding statement required thereby, as follows: (a) The City is proposing to issue $ of the Bonds for the purpose of providing funds, to (i) pay or reimburse the City for funds advanced by the City for costs of certain infrastructure capital projects identified in the Resolution and (ii) pay the costs of issuance of the Bonds. The Bonds are expected to be repaid over a period of approximately years and months. At a true interest cost of approximately %, total interest paid over the life of the Bonds will be $ (b) The source of repayment or security of the Bonds is the Pledged Funds, consisting of all moneys, securities and instruments held in the funds and accounts created and established under the Resolution for the Bonds, including, solely to the extent provided in the Resolution for the Bonds, the Non -Ad Valorem Revenues budgeted and appropriated by the City in its annual budget and deposited into the Bond Fund, as described in the Official Statement for the Bonds. Authorizing this debt will result in an average of $ (average annual debt service) for the Bonds of such Pledged Funds not being available to finance other services of the City each year for approximately years and months. [Signature Page Follows] Schedule II-2 The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, SIEBERT WILLIAMS SHANK & CO., LLC, as Representative of the Underwriters By: Name: Title: DRAFT Signature Page — Schedule 11 Schedule II-3 ATTACHMENT 1 Underwriters' Estimated Expenses DRAFT Schedule II-4 EXHIBIT A FORM OF ISSUE PRICE CERTIFICATE ISSUE PRICE CERTIFICATE CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), TAX-EXEMPT SERIES 2024C The undersigned, Siebert Williams Shank & Co., LLC (the "Representative"), acting on behalf of itself, Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC (collectively, the "Underwriting Group"), hereby certifies as set forth below with respect to the sale and issuance by the Louisiana Housing Corporation (the "Issuer") of the above -captioned bonds (the "Bonds"). The undersigned is duly authorized to execute this certificate on behalf of the Underwriting Group. 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of the Bonds was sold to the public is the respective price listed in Schedule A. 2. Hold -the -Offering -Price Maturities (a) The Underwriting Group offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement dated July , 2024, between the Representative and the Issuer, the Representative, on behalf of the Underwriting Group, has agreed in writing that, (i) the Representative would retain the unsold Bonds of each Maturity of the Bonds and not allocate any such Bonds to any other Underwriter, (ii) for each Maturity of the Bonds, the Underwriting Group would neither offer nor sell any unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"), and (iii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the -offering -price rule. 3. The Underwriting Group has (a) determined the aggregate reoffering price of the Bonds to be $ representing the sum of the aggregate principal amount of the Bonds; (b) using a methodology acceptable to Bond Counsel, calculated the yield on the Bonds for 1 arbitrage purposes to be %; and (c) using a methodology acceptable to Bond Counsel, calculated the weighted average maturity of the Bonds to be years. 4. No Bonds were sold in exchange for property or rights to use any other types of property. 5. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A. (b) Issuer means the City of Miami, Florida. (c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is July , 2024. (f) Tax Certificate means the No Arbitrage and Tax Certificate for the Bonds to which this certificate is attached. ' ■ ■ (g) Underwriter means, collectively, (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The Issuer may rely on the statements made herein in connection with its efforts to comply with the conditions imposed by the Internal Revenue Code of 1986, as amended (the "Code"). Butler Snow LLP, Bond Counsel, may also rely on this certificate for purposes of its opinion regarding the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. However, notwithstanding the foregoing, we remind you that the Representative is not an accountant or actuary, nor is the Representative engaged in the practice of law. Accordingly, while the Representative believes the calculations described above to be correct, it does not warrant their validity for purposes of Sections 103 and 141 through 150 of the Code or make any representation as to the legal sufficiency of the factual matters set forth herein. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 SIEBERT WILLIAMS SHANK & CO., LLC, on behalf of itself and on behalf of, Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC, as Underwriters By: [Name, Title] Dated: , 2024 DRAFT 3 SCHEDULE A TO ISSUE PRICE CERTIFICATE SALE PRICES OF THE BONDS AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), TAX-EXEMPT SERIES 2024C ' NFT [HOLD -THE -OFFERING -PRICE MATURITIES] A-1 SCHEDULE B TO ISSUE PRICE CERTIFICATE PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) DRAFT A-2 EXHIBIT B Form of Disclosure Counsel Opinion DRAFT B-1 EXHIBIT C Form of Opinion of Counsel to the City DRAFT C-1 EXHIBIT D Form of Opinion of Counsel to the Underwriters , 2024 Siebert Williams Shank & Co., LLC, as representative Tampa, Florida Estrada Hinojosa & Company, Inc. Coral Gables, Florida Jefferies LLC Orlando, Florida Blaylock Van, LLC New York, New York Ladies and Gentlemen: We have acted as counsel to you in connection with the issuance and sale by the City of Miami, Florida, a municipal corporation of the State of Florida (the "City" or "Issuer"), of its $ Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax - Exempt Series 2024C (the "Series 2024 Bonds"), pursuant to the Bond Purchase Agreement, dated July , 2024 (the "Bond Purchase Agreement"), by and between Siebert Williams Shank & Co., LLC ("Representative"), acting on behalf itself, Estrada Hinojosa & Company, Inc., Jefferies LLC and Blaylock Van, LLC (collectively with the Representative, the "Underwriters"), and the City. All capitalized terms used herein without definition shall have the meanings assigned to them in the Bond Purchase Agreement. In connection with the purchase of the Series 2024 Bonds, we have reviewed (i) the Preliminary Official Statement, dated [ , , 2024], relating to the Series 2024 Bonds (the "Preliminary Official Statement"); (ii) the Official Statement, dated [ , , 2024], relating to the Series 2024 Bonds (the "Final Official Statement" and, together with the Preliminary Official Statement, the "Official Statement"); (iii) the Bond Purchase Agreement; and (iv) such other documents, instruments and agreements and related matters of law as we have deemed necessary in order to render this opinion. We also participated in conferences with representatives of the City, Bryant Miller Olive PA (Issuer's Counsel), Butler Snow LLP ("Bond Counsel"), Akerman LLP ("Disclosure Counsel"), and others in the course of which the contents of portions of the Official Statement and related matters were discussed and revised. On the basis of the foregoing and having regard to legal questions that we deem relevant, we are of the opinion that under existing law: D-1 1. The Series 2024 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended. 2. The provisions governing continuing disclosure in the City's Continuing Disclosure Agreement, dated [ , , 2024], comply as to form in all material respects with the requirements of Rule 15c2-12(b)(5), as promulgated by the Securities and Exchange Commission. 3. We are not passing upon and do not assume any responsibility for the accuracy, completeness, adequacy or fairness of any of the statements contained in the Preliminary Official Statement or the Final Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of such statements. To assist you in your investigation concerning the Preliminary Official Statement and the Final Official Statement, however, we have reviewed certain documents and have participated in conferences in which the contents of the Preliminary Official Statement and the Final Official Statement and related matters were discussed. During the course of our work on this matter, based upon our participation in the preparation of the Preliminary Official Statement and the Final Official Statement as counsel to the Underwriters and our participation at conferences at which the Preliminary Official Statement and the Final Official Statement were discussed, but without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement or the Final Official Statement, no facts came to our attention that caused us to believe that the Preliminary Official Statement or the Final Official Statement contained or contains any untrue statement of a material fact or omitted 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, provided that no belief or opinion need be stated regarding (i) the financial statements or other financial, operating, accounting, numerical information, forecasts, estimates or projections, technical or engineering information, demographic and statistical data, and assumptions or expressions of opinion contained or incorporated in the Preliminary Official Statement and the Final Official Statement, (ii) the descriptions of DTC and the DTC Book -Entry System in the Preliminary Official Statement and the Final Official Statement, [(iii) the information describing the opinions of Bond Counsel, Disclosure Counsel and the City Attorney under the captions "LEGAL MATTERS" and "TAX MATTERS" and in APPENDIX D to the Preliminary Official Statement and the Final Official Statement, (iv) the information under the caption "LITIGATION" in the Preliminary Official Statement and the Final Official Statement, (v) the information in APPENDIX A, APPENDIX B, APPENDIX C or APPENDIX E to the Preliminary Official Statement and the Final Official Statement. We further express no opinion as to the ability of the Issuer to comply with its obligations under the Bond Resolution or the Continuing Disclosure Agreement.] In reaching the views set forth above, we have assumed the following: (i) each of the parties has duly and validly executed and delivered all documents, instruments and agreements executed and delivered in connection with the issuance of the Series 2024 Bonds to which such party is a signatory, and such party's obligations set forth therein are its legal, valid and binding obligations, enforceable in accordance with their terms; (ii) each natural person executing any such instrument, document or agreement is legally competent to do so; (iii) there are no oral or written modifications of or amendments to such instruments, documents and agreements, and there has been no waiver of any of the provisions thereof, by actions or conduct of the parties or otherwise; and (iv) all D-2 documents, instruments and agreements submitted to us as originals are authentic, all documents, instruments and agreements submitted to us as certified or photostatic copies conform to the original documents, instruments and agreements, and all signatures on all documents, instruments and agreements submitted to us for examination are genuine. The views expressed above are limited to the matters set forth above, and no opinions should be inferred beyond the matters expressly stated. We assume no obligation to supplement this letter if any applicable laws or interpretations thereof change after the date hereof or if we become aware of any facts or circumstances that might change the views expressed herein after the date hereof. This letter is furnished by us to meet the requirement of paragraph 7(g)(12) of the Bond Purchase Agreement and is furnished solely for your benefit and may not be relied upon by any other person or entity. Very truly yours, � CRAFT D-3