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HomeMy WebLinkAboutExhibit BEXHIBIT "B" DRAFT FORM OF BOND PURCHASE AGREEMENT BOND PURCHASE AGREEMENT CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE REFUNDING BONDS, TAX-EXEMPT SERIES 2019 2019 City of Miami, Florida 444 S.W. 2nd Avenue Miami, Florida 33130 Ladies and Gentlemen: The undersigned, Jefferies LLC (the "Representative") acting on its own behalf and on behalf of Raymond James & Associates, Inc. and Estrada Hinojosa & Company, Inc. (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 Time, on , 2019, 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 set forth in the Ordinance (as defined herein) or in the Official Statement of the City dated the date hereof, relating to the Series 2019 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 Series 2019 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 Parking System Revenue Refunding Bonds, Tax - Exempt Series 2019 (the "Series 2019 Bonds"). The City acknowledges and agrees that: (i) the primary role of the Underwriters, as underwriters, is to purchase the Series 2019 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/Department 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. 46039218x2 The principal amount of the Series 2019 Bonds to be issued, the dated date therefor, the maturities, interest rates per annum, prices and/or yields, sinking fund provisions (if any), and optional redemption provisions are set forth in Schedule I hereto. The Series 2019 Bonds shall be issued and secured under and pursuant to Ordinance No. 11693, enacted by the City Commission of the City (the "City Commission") on August 14, 1998, as supplemented and amended by Ordinance No 11719, enacted by the City Commission on October 27, 1998 (collectively, the "1998 Bond Ordinance"), Ordinance No. , enacted by the City Commission on October 24, 2019 (the "Series Ordinance" and, together with the 1998 Bond Ordinance, the "Ordinance"). The Series 2019 Bonds are being issued primarily to refund all or a portion of the City's outstanding Parking System Revenue and Revenue Refunding Bonds, Tax Exempt Series 2009 (the "Refunded Bonds"). The aggregate purchase price for the Series 2019 Bonds shall be $ (representing the $ aggregate par amount of the Series 2019 Bonds, less an underwriting discount of $ [plus] [less] a [net] original issue [premium] [discount] of $ ). Delivered to the City herewith as a good faith deposit is a check payable to the order of the City in clearing house funds in the amount of $ (the "Good Faith Check"). In the event that the City accepts this Agreement, the Good Faith Check shall be held uncashed by the City until the time of Closing, at which time the Good Faith Check shall be returned uncashed to the Representative. In the event that the City does not accept this Agreement, the Good Faith Check will be immediately returned to the Representative. Should the City fail to deliver the Series 2019 Bonds at the Closing, or should the City be unable to satisfy the conditions of the obligations of the Underwriters to purchase, accept delivery of and pay for the Series 2019 Bonds, as set forth in this Agreement (unless waived by the Underwriters), or should such obligations of the Underwriters be terminated for any reason permitted by this Agreement, the City shall immediately return the Good Faith Check to the Representative. In the event that the Underwriters fail (other than for a reason permitted under Section 8 hereof) to purchase, accept delivery of and pay for the Series 2019 Bonds at the Closing as herein provided, such Good Faith Check shall be cashed and the amount thereof retained by the City as and for fully liquidated damages for such failure of the Underwriters (because the amount of such damages cannot be calculated by the parties hereto), and, except as set forth in Sections 9 and 11 hereof, no party shall have any further rights against the other hereunder. The Underwriters and the City understand that in such event the City's actual damages may be greater or may be less than the amount of the Good Faith Check. Accordingly, the Underwriters hereby waive any right to claim that the City's actual damages are less than such amount, and the City's acceptance of this offer shall constitute a waiver of any right the City may have to additional damages from the Underwriters. In accordance with Section 218.385, Florida Statutes, 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: (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 2 46039218x2 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 36 months as all such terms are defined in Section 287.133, Florida Statutes. The Representative represents that it has been duly authorized to execute this Agreement on behalf of itself and the other Underwriters named herein. 2. Public Offering. The Underwriters agree to make a bona fide public offering of all of the Series 2019 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 Series 2019 Bonds to certain dealers and others at prices lower than the Offering Prices to the extent allowed by the Code (defined herein). Establishment of Issue Price. (a) The Representative, on behalf of the Underwriters, agrees to assist the City in establishing the issue price of the Series 2019 Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, 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 Series 2019 Bonds. (b) [Except as otherwise set forth in Schedule I attached hereto,] the City will treat the first price at which 10% of each maturity of the Series 2019 Bonds (the "10% test") is sold to the public as the issue price of that maturity. [As of the date of this Agreement, all maturities of the Series 2019 Bonds have satisfied the 10% test. Schedule I attached hereto sets forth the prices at which the Underwriters have sold each maturity of the Series 2019 Bonds to the public.] [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 Series 2019 Bonds. For purposes of this section, if Series 2019 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 Series 2019 Bonds.] (c) [The Representative confirms that the Underwriters have offered the Series 2019 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 attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Agreement, the maturities, if any, of the Series 2019 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 Series 2019 Bonds, the Underwriters will neither offer nor sell unsold Series 2019 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 46039218x2 (2) the date on which the Underwriters have sold at least 10% of that maturity of the Series 2019 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 Series 2019 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 Series 2019 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 Series 2019 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2019 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 Series 2019 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 Series 2019 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 Series 2019 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 Series 2019 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 Series 2019 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 Series 2019 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2019 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 Series 2019 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 issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2019 Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been M 46039218x2 created in connection with the initial sale of the Series 2019 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold - the -offering -price rule, if applicable to the Series 2019 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 Series 2019 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2019 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 issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold -the - offering -price rule, if applicable to the Series 2019 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 issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2019 Bonds. (f) The Underwriters acknowledge that sales of any Series 2019 Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2019 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: (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 Series 2019 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 Series 2019 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 Series 2019 Bonds to the public); (3) a purchaser of any of the Series 2019 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 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. I 46039218x2 4. The Official Statement. (a) The Preliminary Official Statement of the City dated November , 2019 relating to the Series 2019 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 Series 2019 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 Series 2019 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 Series 2019 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"). (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 Series 2019 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 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 Official Statement in electronic form, including any amendments or supplements thereto. (c) Subject to paragraph (e) below, if, after the date of this Agreement to and including the date the Underwriters are no longer required to provide a 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 Series 2019 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, the Department of Off -Street Parking (the "Department") or the Representative, as applicable, will notify the other party (and for the purposes of this clause provide the City, the Department or 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 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. 0 46039218x2 (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. Unless otherwise notified in writing by the Representative on or prior to the date of Closing, the City can assume that the "end of the underwriting period" for purposes of the Rule and this Section is the date of the Closing. 5. Representations. Warranties. and Covenants of the Citv and the Department. The City hereby represents and warrants to and covenants with the Underwriters that to the best of its knowledge, information and belief (a) The City is a municipal corporation of the State of Florida (the "State") duly created, organized and existing under the Constitution of the State and applicable laws of the State including, in particular Chapter 166, 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 date of the Closing will have full legal right, power and authority under the Act and the Ordinance (i) to enter into, execute and deliver this Agreement and to enact the Ordinance, the Escrow Deposit Agreement to be executed by and between TD Bank, National Association, as escrow agent (the "Escrow Agent") and the City (the "Escrow Agreement"), the Trustee, Registrar and Paying Agent Agreement (the "Paying Agent Agreement") to be executed by and between the City and TD Bank, National Association, as the trustee and paying agent (the "Bank"), and the Disclosure Dissemination Agent Agreement relating to the Series 2019 Bonds (the "Undertaking") and all documents required hereunder and thereunder to be executed and delivered by the City (this Agreement, the Ordinance, the Escrow Agreement, the Paying Agent Agreement, the Undertaking, and the other documents referred to in this clause are hereinafter referred to as the "City/Department Documents"), (ii) to sell, issue and deliver the Series 2019 Bonds to the Underwriters as provided herein, (iii) to carry out and consummate the transactions contemplated by the City/Department Documents and the Official Statement, and (iv) to refund the Refunded Bonds, and as of the date hereof, the City has complied in all material respects with the terms of the Act and the City/Department Documents as they pertain to such transactions; (b) By all necessary official action of the City and the Department, prior to or concurrently with the acceptance hereof, the City and the Department have duly authorized and approved by each of them for (i) the issuance and sale of the Series 2019 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 Series 2019 Bonds, (iii) the approval, execution and delivery of, and the performance by the City and the Department of the obligations on its part, contained in the Series 2019 Bonds and the City/Department Documents, and (iv) the consummation by it of all other transactions contemplated by the Official Statement, and the City/Department Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the City or the Department 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 and the Department 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/Department Documents, when executed by the respective parties hereto and thereto, will constitute legal, valid and binding obligations of the City and the Department, enforceable in accordance with their respective 7 46039218x2 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 Series 2019 Bonds, when issued, delivered and paid for, in accordance with the Ordinance and this Agreement, will constitute legal, valid and binding obligations of the City and the Department entitled to the benefits of the Ordinance 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 Series 2019 Bonds as aforesaid, the Ordinance will provide, for the benefit of the holders, from time to time, of the Series 2019 Bonds, the legally valid and binding pledge of and lien it purports to create as set forth in the Ordinance; (d) The City and the Department are lawfully empowered to pledge and grant a lien upon the Net Revenues of the Parking System (as defined in the Ordinance) for payment of the principal of, redemption premium, if any, and interest on the Series 2019 Bonds pursuant to the Ordinance; (e) Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, neither the City nor and Department are 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 or the Department is a party or to which the City or the Department 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 or the Department 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 Series 2019 Bonds, the City/Department Documents and the enactment of the Ordinance and compliance with the provisions on the City's or the Department'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 or the Department is a party or to which the City or the Department 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 or the Department to be pledged to secure the Series 2019 Bonds or under the terms of any such law, regulation or instrument, except as provided by the Series 2019 Bonds and the Ordinance; (f) Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, neither the City nor the Department have 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 or the Department of its obligations under the City/Department Documents, and the Series 2019 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 Series 2019 Bonds; 46039218x2 (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 or the Department, 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 Series 2019 Bonds or the receipt of the Net Revenues of the Parking System or the refunding of the Refunded Bonds pursuant to the Ordinance or in any way contesting or affecting the validity or enforceability of the Series 2019 Bonds, the City/Department 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 Department or the refunding of the Refunded Bonds, the issuance of the Series 2019 Bonds, the enactment of the Ordinance or the execution and delivery of the City/Department 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 Series 2019 Bonds, the City/Department Documents, or the excludability from gross income of interest on the Series 2019 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; 0) At the time of the City's acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to paragraph (d) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including the date of Closing, 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 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 (d) 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 date of Closing the Official Statement as so supplemented or amended (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 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 and the Department will apply, or cause to be applied, the proceeds from the sale of the Series 2019 Bonds as described in the Official Statement, subject to all of the terms and provisions of the Ordinance, and shall not knowingly take or omit to take any action that, under existing 0 46039218x2 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 Series 2019 Bonds; (m) The City and the Department 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 Series 2019 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 Series 2019 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 Series 2019 Bonds (provided, however, that neither the City or the Department will 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 and the Department of any notification with respect to the suspension of the qualification of the Series 2019 Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (n) The financial statements of the City and the Department and other financial information regarding the City and the Department 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 and the Department 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 and the Department 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, neither the City nor the Department will 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 Net Revenues of the Parking System without the prior written approval of the Representative; (p) Any certificate, signed by any official of the City or the Department authorized to do so in connection with the transactions contemplated by this Agreement, shall be deemed a representation and warranty by the City or the Department to the Underwriters as to the statements made therein; (q) Except as expressly disclosed in the Official Statement, including any amendments or supplements thereto, neither the City or the Department have 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) neither the City nor the Department have incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and as budgeted, and have 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 10 46039218x2 adverse change in the business or financial position or results of operations of the City or the Department, (iii) no loss or damage (whether or not insured) to the property of the City or the Department has been or will have been sustained which materially and adversely affects the operations of the City or the Department, and (iv) no legal or governmental proceedings affecting the City, the Department or the transactions contemplated by this Agreement have been or will have been instituted or threatened which is material. 6. Closing. (a) At :00 [a.m./p.m.] Eastern Time, on , 2019, or at such other time and date as shall have been mutually agreed upon by the City, the Department and the Representative (the "Closing"), the City will, subject to the terms and conditions hereof, deliver the Series 2019 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 Series 2019 Bonds as set forth in Section 1 of this Agreement by a wire transfer payable in immediately available funds to the order of the Department on behalf of the City. Payment for the Series 2019 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 Series 2019 Bonds shall be made to DTC, New York, New York through its FAST system of registration. The Series 2019 Bonds shall be delivered in definitive fully registered form, bearing CUSIP numbers, with one Bond for each maturity of the Series 2019 Bonds, registered in the name of Cede & Co., all as provided in the Ordinance, and shall be made available to the Representative at least one (1) business day before the Closing for purposes of inspection. 7. Closinsi Conditions. The Underwriters have entered into this Agreement in reliance upon the representations, warranties and agreements of the City and the Department 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 and the Department of their 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 the Series 2019 Bonds shall be conditioned upon the performance by the City and the Department of their 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 and the Department of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Representative: (a) The representations and warranties of the City and the Department 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; (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/Department Documents and the Series 2019 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; 11 46039218x2 (ii) all actions of the City and the Department required to be taken by the City and the Department 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 Ordinance shall have been duly enacted and in full force and effect by the City and the City shall have duly executed and delivered the Series 2019 Bonds to the Registrar, and the Registrar shall have duly authenticated the Series 2019 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, Finance Director and the Executive Director of the Department, or such other official as may have been authorized by the Ordinance and agreed to by the Representative, and the reports and audits referred to or appearing in the Official Statement; (2) The Ordinance; (3) Fully executed counterparts of the City/Department Documents; (4) A final approving opinion of Bryant Miller Olive P.A. ("Bond Counsel"), with respect to the Series 2019 Bonds, dated the date of closing, in substantially the form attached to the Official Statement as Appendix D; (5) A letter of Bryant Miller Olive P.A., addressed to the Underwriters and dated the date of Closing, to the effect that their final approving opinion referred to in Section 7(g)(6) 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 Bryant Miller Olive P.A., addressed to the Underwriters, dated the date of Closing, substantially to the effect that: (i) the statements contained in the Preliminary Official Statement and the Official Statement under the sections "DESCRIPTION OF THE SERIES 2019 BONDS" and "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2019 BONDS" are accurate and insofar as such statements purport to summarize certain provisions of the Ordinance and the Series 2019 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; 12 46039218x2 (ii) the Series 2019 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Ordinance is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (iii) the Refunded Bonds have been legally defeased and are no longer deemed to be Outstanding pursuant to and in accordance with the Ordinance. (7) An opinion of D. Seaton and Associates, P.A., as Disclosure Counsel, dated the date of the Closing and addressed to the City and the Department, 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, addressed to the City, Bond Counsel, Disclosure Counsel, the Department and the Underwriters and dated the date of the Closing, in substantially the form attached hereto as Exhibit C; (9) A certificate, dated the date of Closing, signed by the City Manager, the Chief Financial Officer, the Finance Director of the City and the Executive Director of the Department, or such other officials as authorized by the Ordinance 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 date of Closing as if made on the date of Closing; (10) A certificate of the City and the Department 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 date of the Closing, which establish that the proceeds of the Series 2019 Bonds will not be used in a manner that would cause the Series 2019 Bonds to be "arbitrage Series 2019 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 (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, as Trustee, Registrar, Paying Agent and Escrow Agent 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 Ordinance, the Escrow Agreement and the Paying Agent Agreement, (iii) the performance by the Bank of its functions under the Ordinance, the Escrow Agreement 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 13 46039218x2 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 Ordinance, the Escrow Agreement and the Paying Agent Agreement, (iv) the Escrow Agreement and the Paying Agent Agreement each 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 Ordinance, the Escrow Agreement and the Paying Agent Agreement; (12) A letter of Greenberg Traurig, P.A., counsel to the Underwriters dated the date of the Closing, 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 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 Series 2019 Bonds have an underlying rating of " ," and a letter of Fitch Ratings that the Series 2019 Bonds have an underlying rating of " " and that all such ratings are in effect as of the date of Closing [and a letter of that the Series 2019 Bonds have an insured rating of " ," and a letter from that the Series 2019 Bonds have an insured rating of " " and that all such ratings are in effect as of the date of Closing]; (16) Verification Report of , verification agent; and (17) 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 Department's Financial Advisor may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City's and the Department's 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 date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the City. If the City or the Department shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Series 2019 Bonds contained in this Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Series 2019 Bonds shall not be satisfied or shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriters, the Department nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and 14 46039218x2 the Underwriters set forth in Sections 1 (with respect to the return of the Good Faith Check only) and 8 hereof shall continue in full force and effect. 8. Termination. The Underwriters shall have the right to cancel their obligation to purchase the Series 2019 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 Series 2019 Bonds, or the ability of the Underwriters to enforce contracts for the sale of the Series 2019 Bonds, shall be materially adversely affected by any of the following events: (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 Securities; 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 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 State of Florida or 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 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 Series 2019 Bonds, the Bond Legislation 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 15 46039218x2 (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; or (vi) any downward rating on securities of the City which are secured by a pledge or application of the Net Revenues of the Parking System; or (b) any event or circumstance shall exist that either makes untrue or incorrect in 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 Series 2019 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2019 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 Series 2019 Bonds shall have occurred; or (c) 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 (e) 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 Series 2019 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 Series 2019 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 (f) 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 Series 2019 Bonds as described herein, or issued a stop order or similar ruling relating thereto; or (g) the purchase of and payment for the Series 2019 Bonds by the Underwriters, or the resale of the Series 2019 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, 16 46039218x2 without further liability, except that: (i) the City, on behalf of the Department, promptly shall return the Good Faith Deposit to the Representative, in accordance with Section 1 of this Agreement, and (ii) the City, the Department 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 and the Department shall pay all expenses incident to the performance of the City's and the Department's obligations hereunder, including, but not limited to (i) the cost of preparation and printing of the Series 2019 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 Hilltop Securities Inc. (the "Financial Advisor"); (iv) the fees and disbursements of any Trustee, Registrar, Paying Agent, Escrow Agent or engineers, accountants, and other experts, consultants or advisers retained by the City or the Department, if any; (v) all fees, premiums 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. (b) Except as provided for above, the Underwriters shall pay (i) the cost of preparation and printing of this Agreement, any Blue Sky Surveys and/or Legal Investment Memoranda; (ii) all advertising expenses in connection with the public offering of the Series 2019 Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the Series 2019 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 Finance Director of the City and the Chief Financial Officer of the Department, 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 Jefferies LLC, 200 S. Orange Avenue, Suite 1440, Orlando, Florida 32801, Attention: Mr. Rawn N. Williams. 11. Parties in Interest. This Agreement may not be assigned by the City, the Department 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, the Department 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 the Department 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, the Department'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 Series 2019 Bonds pursuant to this Agreement; and (ii) any termination of this Agreement. 17 46039218x2 12. Effectiveness. This Agreement shall become effective upon the acceptance hereof by the City and the Department 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. 14. Severabilitv. 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. 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] IV 46039218x2 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, JEFFERIES LLC, as Representative of the Underwriters Rawn N. Williams, Managing Director S-1 46039218x2 ACCEPTANCE ACCEPTED at [a.m./p.m.] Eastern Daylight Time this day of , 2019. CITY OF MIAMI, FLORIDA (SEAL) By: Emilio T. Gonzalez, Phd., City Manager ATTEST: By: Todd H. Hannon, City Clerk Sandra Bridgeman, Chief Financial Officer Erica Paschal -Darling, Finance Director APPROVED as to Insurance Requirements: Anne -Marie Sharp, Risk Management Director DEPARTMENT OF OFF-STREET PARKING a/k/a Miami Parking Authority S-1 46039218x2 Arthur Noriega, Chief Executive Officer Scott Simpson, Chief Financial Officer Signature Page — Bond Purchase Agreement S-1 46039218x2 Schedule I $f 1 CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE REFUNDING BONDS, TAX-EXEMPT SERIES 2019 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, AND PRICES Maturity Principal (October 1) Amount Interest Rate Yield Price Schedule I-1 46039218x2 Optional Redemption The Series 2019 Bonds maturing on or before October 1, 20 are not subject to optional redemption. The Series 2019 Bonds maturing after October 1, 20, are subject to redemption at the option of the City on or after October 1, 20, in whole or in part at any time, at a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption without premium. The City may select amounts and maturities or portions of maturities of the Series 2019 Bonds for optional redemption at the City's sole discretion. Mandatory Redemption —Series 2019 Bonds The Series 2019 Bonds maturing on 1, 20_, are subject to mandatory sinking fund redemption prior to maturity, in part by lot, on 1 in the following years and in the following amounts, from and to the extent of Amortization Requirements and whether sufficient moneys are then on deposit in the Principal and Interest Account for such Series 2019 Bonds, at a redemption price of par, plus accrued interest to the respective dates of redemption: Year Principal Amount *Final Maturity Reserve Fund Requirement for the Series 2019 Bonds [To Come] [Signature Page Follows] Schedule I-2 46039218x2 Certification of the Pricinsi Provisions and Other Determinations I, Emilio T. Gonzalez, City Manager of the City of Miami, Florida do hereby certify that the City/Department's savings requirements for the refunding have been satisfied and 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 Ordinance. CITY OF MIAMI, a municipal corporation of the State of Florida Emilio T. Gonzalez, City Manager Signature Page — Schedule I Schedule I-3 46039218x2 Schedule II DISCLOSURE STATEMENT AND TRUTH -IN -BONDING STATEMENT , 2019 Mayor and City Commission of the City of Miami, Florida Miami, Florida Re: $[ 1 City of Miami, Florida Parking System Revenue Refunding Bonds, Tax -Exempt Series 2019 Dear Mayor and Commission Members: In connection with the proposed issuance by the City of Miami, Florida (the "City") of $[ ) in aggregate principal amount of its Parking System Revenue Refunding Bonds, Tax - Exempt Series 2019 (the "Series 2019 Bonds"), Jefferies LLC, on behalf of itself, Raymond James & Associates, Inc. and Estrada Hinojosa & Company, Inc. (collectively, the "Underwriters") is underwriting a public offering of the Series 2019 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 Series 2019 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 Series 2019 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 Series 2019 Bonds. (c) The underwriting spread, the difference between the price at which the Series 2019 Bonds will be initially offered by the Underwriters and the price to be paid to the City for the Series 2019 Bonds will be $ per $1,000 of Series 2019 Bonds issued. (d) As part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriters will charge a management fee of $ per $1,000 of Series 2019 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 Series 2019 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. (f) The name and address of the Underwriters are: Schedule II -1 46039218x2 Jefferies LLC 200 S. Orange Avenue, Suite 1440 Orlando, Florida 32801 Raymond James & Associates, Inc. 807 W. Morse Boulevard, Suite 200 Winter Park, Florida 32789 Estrada Hinojosa & Company, Inc. 55 Merrick Way, Suite 216 Coral Gables, Florida 33134 The purpose of the following two 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 Series 2019 Bonds for the principal purpose of refunding all or a portion of the City's outstanding Parking System Revenue and Revenue Refunding Bonds, Tax Exempt Series 2009. This obligation is 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 2019 Bonds will be $ (b) The source of repayment or security of the Series 2019 Bonds is the Net Revenues of the Parking System, as described in the Official Statement for the Series 2019 Bonds. Authorizing this debt will result in an average of $ (average annual debt service) for the Series 2019 Bonds of such Net Revenues of the Parking System not being available to finance other services of the City each year for approximately 46039218x2 years. [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 Series 2019 Bonds. Very truly yours, JEFFERIES LLC as Representative of the Underwriters Name: Rawn N. Williams Title: Managing Director Signature Page — Schedule II Schedule II -3 46039218x2 ATTACHMENT 1 Underwriters' Estimated Expenses Total Schedule II -4 46039218x2 Amount $/11000 EXHIBIT A Form of Issue Price Certificate City of Miami, Florida Parking System Revenue Refunding Bonds, Tax -Exempt Series 2019 ISSUE PRICE CERTIFICATE The undersigned, on behalf of Jefferies LLC (the "Representative"), on behalf of itself and Estrada Hinojosa & Company, Inc. and Raymond James & Associates, Inc. (together, the "Underwriting Group"), hereby certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the "Bonds"). 1. Stile 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. Initial Offering Price of the 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, the members of the Underwriting Group have agreed in writing that, (i) for each Maturity of the Hold -the -Offering -Price Maturities, they would neither offer nor sell any of the 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 (ii) 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. The Representative has not offered or sold any unsold Bonds of any Maturity of the Hold -the -Offering -Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. Nothing has come to the attention of the Representative that any of the Bonds have been sold at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. Defined Ternis. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) Hold -the -Offering -Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities." (c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriting Group has sold at least 10% of such Hold -the - Schedule II -5 46039218x2 Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the -Offering -Price Maturity. (d) Issuer means the City of Miami, Florida. (e) 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. (f) 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. (g) 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 , 2019. (h) Underwriter means (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 representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bryant Miller Olive P.A. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of Internal Revenue Service Form 8038-G, and other federal income tax advice it may give to the Issuer from time to time relating to the Bonds. JEFFERIES LLC, as Representative By: Name: Title: By: Name: Title: Dated: , 2019 Schedule II -6 46039218x2 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES Maturity Date Principal Interest u(T ly 1) Amount Rate Yield Price Priced to the optional redemption date of A-1 46039218x2 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) #5416294 46039218x2 191:4111:11wool Form of Disclosure Counsel Opinion [TO COME] In 46039218x2 EXHIBIT C Form of Opinion of Counsel to the City [To Come] C-1 46039218x2 191:4IIIH18c Form of Opinion of Counsel to the Underwriters [To Come] D-1 46039218x2