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Bond Purchase Agreement EWP DRAFT 10/11/2011 CITY OF MIAMI BEACH, FLORIDA $ $ Stormwater Revenue Bonds Stormwater Revenue Refunding Bonds, Series 2011A Series 2011B BOND PURCHASE AGREEMENT , 2011 Mayor and City Commission City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Ladies and Gentlemen: JP Morgan Securities LLC (the "Senior Managing Underwriter "), acting on behalf of itself and Merrill Lynch, Pierce Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and SunTrust Robinson Humphrey, Inc. (collectively, with the Senior Managing Underwriter, the "Underwriters "), offer to enter into this Bond Purchase Agreement (this "Purchase Agreement ") with the City of Miami Beach, Florida (the "City "), for the sale by the City and the purchase by the Underwriters of the City's $ Stormwater Revenue Bonds, Series 2011A (the "Series 2011A Bonds ") and the City's $ $ Stormwater Revenue Refunding Bonds, Series 2011B (the "Series 2011B Bonds and together with the Series 2011A Bonds, the "Series 2011 Bonds "). This offer is made subject to acceptance by the City prior to 5:00 p.m. (Eastern Time) on the date hereof. Upon such acceptance, this Purchase Agreement will be in full force and effect in accordance with its terms and will be binding on the City and the Underwriters. If this offer is not so accepted, it is subject to withdrawal by the Underwriters upon written notice delivered to the City at any time prior to such acceptance. In conformance with Section 218.385, Florida Statutes, as amended, the Underwriters hereby deliver the Disclosure and Truth -in- Bonding Statement attached hereto as Exhibit "A." Capitalized terms used in this Purchase Agreement, but not defined, are used with the meanings ascribed to them in the Bond Resolution hereinafter mentioned. The Senior Managing Underwriter represents that it is authorized on behalf of itself and the other Underwriters to enter into this Purchase Agreement and to take any other actions that may be required on behalf of the Underwriters. PMB 424111. 7 1 SECTION 1. (a) Upon the terms and conditions and upon the basis of the representations and warranties herein set forth, the Underwriters hereby agree to purchase from the City and the City hereby agrees to sell to the Underwriters all (but not less than all) of the Series 2011A Bonds for a purchase price equal to $ (which purchase price is the aggregate principal amount of the Series 2011A Bonds, plus net premium of $ and less an Underwriters' discount of $ ) and all (but not less than all) of the Series 2011B Bonds for a purchase price equal to $ (which purchase price is the aggregate principal amount of the Series 2011B Bonds plus net premium of $ and less an Underwriters' discount of $ ). The purchase price for the Series 2011 Bonds shall be payable to the City in immediately available funds. (b) The City hereby acknowledges receipt of a corporate check payable to the City in an amount equal to one percent (1 %) of the principal amount of the Series 2011 Bonds (the "Good Faith Check ") as security for the performance by the Underwriters of their obligation to accept and pay for the Series 2011 Bonds at the Closing (hereinafter defined) in accordance with the provisions of this Purchase Agreement. The City shall retain the check, uncashed, except under the circumstances hereinafter set forth. In the event the City fails to deliver the Series 2011 Bonds at the Closing, or if City shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Purchase Agreement or if such obligations shall be terminated for any reason permitted by this Purchase Agreement, the City shall be obligated to immediately return the uncashed Good Faith Check to the Underwriters. In the event the Underwriters accept and pay for the Series 2011 Bonds at Closing, the uncashed Good Faith Check shall be returned to the Underwriters at Closing. In the event the Underwriters fail (other than for a reason permitted under this Purchase Agreement) to accept and pay for the Series 2011 Bonds at Closing, the Good Faith Check may be cashed and the proceeds thereof shall be retained by the City as and for full liquidated damages for such failure, and not as a penalty, and for any and all defaults hereunder on the part of the Underwriters, and thereupon, all claims and rights hereunder against the Underwriters shall be fully released and discharged, it being understood by the City and the Underwriters that actual damages in such circumstances may be difficult or impossible to compute. (c) The Series 2011 Bonds will be issued pursuant to Chapter 166, Florida Statutes, as amended, and the City of Miami Beach Charter and Section 403.0893(1), Florida Statutes (collectively, the "Act ") and other applicable provisions of law and pursuant and subject to the terms and conditions of Resolution No. 2000 -24127 adopted by the Mayor and City Commission of the City of Miami Beach, Florida (the "Commission ") on October 18, 2000 and Resolution No. 2011 - PMB 424111. 7 2 adopted by the Mayor and Commission on , 2011 (the "Series 2011 Resolution" and collectively with the Resolution No. 2000 - 24127, the "Bond Resolution "). The Series 2011 Bonds will be secured as provided in the Bond Resolution. The Series 2011 Bonds shall mature and have such other terms and provisions as are described on Exhibit "B" hereto. Proceeds of the Series 2011A Bonds will provide funds, together with other available funds, to (i) pay the costs of certain capital improvements to the Stormwater Utility described in the Series 2011 Resolution (the "Series 2011 Project "), (ii) fund a deposit to the Reserve Account, and (iii) pay costs of issuance of the Series 2011A Bonds. Proceeds of the Series 2011B Bonds will provide funds, together with other available funds, to (i) currently refund, defease and redeem all of the City's outstanding Y � tY g Stormwater Revenue Bonds, Series 2000, previously issued in the aggregate principal amount of $52,170,000, of which $27,105,000 are now outstanding (the "Bonds to be Refunded "), and (ii) pay costs of issuance of the Series 2011B Bonds and of refunding, defeasance and redemption of the Bonds to be Refunded. It shall be a condition to the obligation of the City to sell and deliver the Series 2011 Bonds to the Underwriters, and to the obligation of the Underwriters to purchase and accept delivery of the Series 2011 Bonds, that the entire aggregate principal amount of the Series 2011 Bonds shall be sold and delivered by the City and accepted and paid for by the Underwriters at the Closing. (d) The Underwriters agree to make a bona fide public offering of the Series 2011 Bonds at the initial offering prices set forth on the inside cover of the Official Statement for the Series 2011 Bonds. The Underwriters, however, reserve the right to change such initial offering prices as the Underwriters shall deem necessary in connection with the marketing of the Series 2011 Bonds and to offer and sell the Series 2011 Bonds to certain dealers (including dealers depositing the Series 2011 Bonds into investment trusts, including investment trusts managed by the Underwriter) and others at prices lower than the initial offering prices set forth on the inside cover of such Official Statement. The Underwriters also reserve the right to: (i) overallot or effect transactions that stabilize or maintain the market price of the Series 2011 Bonds at a level above that which might otherwise prevail in the open market; and (ii) discontinue such stabilization, if commenced, at any time. (e) The City agrees to deliver to the Underwriters, at such addresses as the Underwriters specify, as many copies of the Official Statement, dated today related to the Series 2011 Bonds, including the cover pages and all appendices, exhibits, reports and statements included therein or attached thereto (collectively, the "Official Statement ") as the Underwriters reasonably request in order to comply with the rules of Municipal Securities Rulemaking Board (the "MSRB ") and Rule 15c2- 12(b)(4) under the Securities Exchange Act of 1934, as amended (the "1934 Act "). The City agrees to deliver the Official Statement, PMB 424111. 7 3 executed by the Mayor and City Manager of the City, within seven (7) business days after the execution hereof and in sufficient time to accompany any confirmation that requests payment from any customer and as may be required to enable the Underwriters to comply with such rules. (f) If, at any time before the earlier of: (i) receipt of written notice from the Underwriters pursuant to this Section 1(e) or (ii) twenty -five (25) days past the end of the "underwriting period" (as such term is defined in Rule 15c2 -12 of the Securities and Exchange Commission (the "Rule ")), any event occurs with respect to the City, the Series 2011 Project or the Series 2011 Bonds as a result of which the Official Statement, as then amended or supplemented, might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City shall promptly notify the Underwriters in writing of such event and shall undertake to prepare any necessary amendment or supplement to the Official Statement occasioned by the occurrence of such event; any information supplied by the City for inclusion in any amendments or supplements to the Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Unless the City is otherwise notified by the Underwriters in writing on or prior to the date of Closing, the end of the underwriting period for the Series 2011 Bonds for all purposes of the Rule and this Purchase Agreement is the date of Closing. In the event the written notice described in the preceding sentence is given by the Underwriters to the City, such written notice shall specify the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule. On or before the date of Closing, the Underwriters will file a copy of the Official Statement with the MSRB through its Electronic Municipal Market Access system ( "EMMA "). (g) The City hereby approves and authorizes the delivery and distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement in substantially the form of the Preliminary Official Statement presented at its Commission meeting, together with such other changes, amendments or supplements as shall be made and approved in writing by the Underwriters and the City prior to the Closing in connection with the public offering and sale of the Series 2011 Bonds. PMB 424111. 7 4 SECTION 2. The City represents and warrants to and agrees with the Underwriters as follows: (a) The Bond Resolution was adopted by the Commission at meetings duly called and held in open session upon requisite prior public notice pursuant to the laws of the State of Florida and the standing resolutions and rules of procedure of the Commission. The City has full right, power and authority to adopt the Bond Resolution. On the date hereof, the Bond Resolution is, and, at the Closing it shall be, in full force and effect, and no portions thereof have been or shall have been supplemented, repealed, rescinded or revoked. The Bond Resolution constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms. The Bond Resolution creates a lien upon and pledge of Net Revenues for the payment of principal and interest on the Series 2011 Bonds. (b) As of their respective dates and, with respect to the Official Statement, at the time of Closing, the statements and information contained in the Preliminary Official Statement and the Official Statement are and will be accurate in all material respects for the purposes for which their use is authorized, and do not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, any amendments to the Preliminary Official Statement and the Official Statement prepared and furnished by the City pursuant hereto will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Series 2011 Bonds, the Bond Resolution, the Series 2011 Continuing Disclosure Agreement and the Escrow Deposit Agreement conform to the descriptions thereof set forth in the Official Statement. (c) As of its date, the Preliminary Official Statement was deemed "final" (except for permitted omissions) by the City for purposes of paragraph (b)(1) of the Rule. (d) On the date hereof, the Commission is the governing body of the City and the City is, and will be on the date of the Closing, duly organized and validly existing as a municipality under the Act, with the power and authority set forth therein. (e) The City has full right, power and authority to enter into this Purchase Agreement, the Series 2011 Continuing Disclosure Agreement and the Escrow Deposit Agreement (collectively, the "Bond Documents "), to issue and deliver the Series 2011 Bonds as provided in this Purchase Agreement and the Bond PMB 424111. 7 5 Resolution, to apply the proceeds of the sale of the Series 2011 Bonds for the purposes described herein and in the Official Statement, to execute and deliver the Bond Documents, and to carry out and consummate the transactions contemplated by the aforesaid documents. (f) At meetings of the Commission that were duly called and at which a quorum was present and acting throughout, the Commission approved the execution and delivery of the Series 2011 Bonds and the Bond Documents; authorized the execution and delivery of the Official Statement; and authorized the use of the Official Statement in connection with the public offering of the Series 2011 Bonds. Upon the defeasance of the Bonds to be Refunded, the City represents that it will have no bonds or other indebtedness outstanding that are secured by the Net Revenues, other than as described in the Official Statement. All conditions and requirements of the Bond Resolution relating to the issuance of the Series 2011 Bonds have been complied with or fulfilled, or will be complied with or fulfilled on the date of Closing. (g) Since September 30, 2010, there has been no material adverse change in the financial position, results of operations or condition, financial or otherwise, of the City or its Stormwater Utility other than as disclosed in the Official Statement and the City has not incurred liabilities that would materially adversely affect its ability to discharge its obligations under the Bond Resolution or the Bond Documents, direct or contingent, other than as disclosed in the Official Statement. (h) No authorization, approval, consent or license of any governmental body or authority, not already obtained, is required for the valid and lawful execution and delivery by the City of the Series 2011 Bonds, the Bond Documents, the Official Statement and the adoption of the Bond Resolution and the performance of its obligations thereunder or as contemplated thereby; provided, however, that no representation is made concerning compliance with the registration requirements of the federal securities laws or the securities or Blue Sky laws of the various states. (i) Other than as disclosed in the Official Statement, the City is not on the date hereof, and will not be on the date of Closing, in default under any instrument to which the City is subject or by which it or its properties are or may be bound or subject, which default would (i) have a material adverse effect on the condition of the City or the Stormwater Utility, financial or otherwise or (ii) otherwise materially affect its ability to perform its obligations under the Series 2011 Bonds, the Bond Documents or the Bond Resolution. The City has not and is not now in default in the payment of the principal of or the interest on any governmental security issued or guaranteed by it after December 31, 1975 which would require PMB 424111. 7 disclosure pursuant to Section 517.051, Florida Statutes or Rule 3E- 400.003 of the Florida Department of Banking and Finance. (j) Except as disclosed in the Official Statement, there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, or public board or body, pending or, to the best of its knowledge, threatened: (i) contesting the corporate existence or powers of the Commission, or the titles of the officers of the Commission to their respective offices; (ii) seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2011 Bonds, the application of the proceeds of the Series 2011 Bonds or the defeasance of the Bonds to be Refunded or in which an unfavorable decision, ruling or finding would materially adversely affect the financial position of the City or the operations of its Stormwater Utility or the validity or enforceability of the Series 2011 Bonds or the Bond Documents; (iii) contesting in any way the completeness or accuracy of the Official Statement; or (iv) challenging the City's ownership or operation of the Stormwater Utility, nor, to the best knowledge of the City, is there any basis therefor. (k) When duly executed and delivered, the Series 2011 Bonds, and the Bond Documents will have been duly authorized, executed, issued and delivered and will constitute valid and binding obligations of the City, enforceable in accordance with their respective terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights. (1) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request to: (i) qualify the Series 2011 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Underwriters may designate; (ii) determine the eligibility of the Series 2011 Bonds for investment under the laws of such states and other jurisdictions; and (iii) continue such qualifications in effect so long as required for the distribution of the Series 2011 Bonds; provided that the City will not be required to qualify to do business or submit to service of process in any such jurisdiction. (m) The City has not been notified of any listing or the proposed listing of the City by the Internal Revenue Service as an issuer whose arbitrage certifications may not be relied upon. (n) Any certificate signed by any official of the City and delivered to the Underwriters will be deemed to be a representation by the City to the Underwriters as to the statements made therein. PMB 424111 7 7 • (o) The City will undertake, pursuant to the Series 2011 Continuing Disclosure Agreement, to provide or cause to be provided to the MSRB certain annual i operating data of the Stormwater Utility, information and , and certain p g tY notices of material events, as more fully set forth in the Series 2011 Continuing Disclosure Agreement. A description of the undertaking will be set forth in the Official Statement. (p) The Financial Statements included in the Official Statement have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with that of the audited combined financial statements of the City fairly and fairl present the financial condition and results of the operations of the City and the Stormwater Utility at the dates and for the periods indicated. tY tY P (q) The City will provide to the rating agencies rating the Series 2011 Bonds appropriate periodic credit information necessary for maintaining the ratings on the Series 2011 Bonds. (r) The City has at all times complied with its obligations under the Rule. SECTION 3. On or before the acceptance by the City of this Purchase Agreement, the Underwriters shall receive from the City a certified copy of the Bond Resolution. SECTION 4. At 10:00 a.m. (Eastern Time) on , 2011, or at such earlier or later time or date as the parties hereto mutually agree upon (the "Closing "), the City will cause to be delivered to the Underwriters, at the offices of Squire, Sanders & Dempsey (US) LLP ( "Bond Counsel "), in the City of Miami, Florida or at such other place upon which the parties hereto may agree, the documents mentioned in Section 5(b) of this Purchase Agreement and shall release the Series 2011 Bonds, in the form of one typewritten, fully registered bond with a CUSIP identification number thereon for each maturity of each Series of the Series 2011 Bonds, duly executed and authenticated and registered in the name of Cede & Co., as nominee for DTC, through the DTC FAST System to the Underwriters. At the Closing, the Underwriters shall evidence their acceptance of delivery of the Series 2011 Bonds and pay the purchase price of the Series 2011 Bonds as set forth in Section 1(a) of this Purchase Agreement. PMB 424111. 7 8 SECTION 5. The Underwriters have entered into this Purchase Agreement in reliance upon the representations and agreements of the City herein and the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of Closing. The City's and the Underwriters' obligations under this Purchase Agreement are and will be subject to the following further conditions: (a) at the time of Closing: (i) the Bond Resolution and the Bond Documents will be in full force and effect and will not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters; (ii) the proceeds of the sale of the Series 2011 Bonds shall be applied as described in the Official Statement; and (iii) the Commission shall have duly adopted and there shall be in full force and effect, resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby; (b) at or prior to the Closing, the Underwriters shall receive the following documents: (i) the opinion of Bond Counsel with respect to the Series 2011 Bonds, dated the date of Closing, substantially in the form attached to the Official Statement as Appendix F, either addressed to the Underwriters and the City or accompanied by a letter addressed to the Underwriters indicating that it may rely on said opinion as if it were addressed to them; (ii) a supplemental opinion of Bond Counsel, dated the date of the Closing and addressed to the Underwriters to the effect that: (A) they have reviewed the statements in the Official Statement under the captions "INTRODUCTION ", "PURPOSE OF THE SERIES 2011 BONDS ", "REFUNDING PLAN ", "THE SERIES 2011 BONDS" (except for information under the subheading "Book -Entry Only System "), "SECURITY FOR THE SERIES 2011 BONDS" (except for the information under the subheading "RESERVE ACCOUNT — EXISTING RESERVE ACCOUNT INSURANCE POLICY "), and "CONTINUING DISCLOSURE ", and believe that, insofar as such statements purport to summarize certain provisions of the Series 2011 Bonds, the Bond Resolution and the Series 2011 Continuing Disclosure Agreement, such statements present an accurate summary of such provisions; (B) they have reviewed the statements in the Official Statement under the caption "TAX MATTERS" and believe that such statements are accurate; and (C) the Series 2011 Bonds are exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act "); PMB 424111. 7 9 (iii) the opinion of Edwards Wildman Palmer LLP, Counsel for the Underwriters, dated the date of Closing and addressed to the Underwriters in form and substance acceptable to the Underwriters, including an opinion that the Continuing Disclosure Agreement complies, in all material respects, with the requirements of Rule 15(c)2- 12(b)(5); (iv) the opinion of Jose Smith, Esq., Counsel to the City, dated the date of Closing and addressed to the Underwriters and the City, to the effect that: A the Commission is the governing body of the City and the City ) g g Y tY Y is validly existing as a municipality under the Act, with all corporate power necessary to conduct the operations described in the Official Statement and to carry out the transactions contemplated by this Purchase Agreement; (B) the City has obtained all governmental consents, approvals and authorizations necessary for execution and delivery of the Bond Documents, for issuance of the Series 2011 Bonds and for execution and delivery of the Official Statement and consummation of the transactions contemplated thereby and hereby; (C) the City has full legal right, power and authority to pledge and grant a lien on the Net Revenues for the security of the Series 2011 Bonds; (D) the City Commission has duly adopted the Bond Resolution and approved the form, execution, distribution and delivery of the Official Statement; (E) the Series 2011 Bonds and the Bond Documents have each been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery thereof by the other parties thereto, if any, each constitutes a valid and binding agreement of the City, enforceable in accordance with its terms; (F) the information in the Official Statement with respect to the City (excluding financial, statistical and demographic information and information relating to DTC, as to which no opinion need be expressed) is, to the best knowledge of such counsel after due inquiry with respect thereto, correct in all material respects and does not omit any matter necessary in order to make the statements made therein regarding such matters, in light of the circumstances under which such statements are made, not misleading, and, based on its participation as counsel to the City, such counsel has no reason to believe that the Official Statement (excluding financial, statistical and demographic information and information relating to DTC) contained as of its date or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (G) except as disclosed in the Official Statement under the caption "LITIGATION," there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or PMB 424111 7 10 body pending or, to the best of knowledge of such counsel, threatened, against or affecting the Commission or the City challenging the validity of the Series 2011 Bonds, the Bond Documents, or any of the transactions contemplated thereby or by the Official Statement, or challenging the existence of the City or the respective powers of the several offices of the officials of the City or the titles of the officials holding their respective offices, or challenging the City's ownership or operation of the Stormwater Utility or the pledge of the Net Revenues for the payment of the Series 2011 Bonds, nor is there any basis therefor; (H) the execution and delivery of the Bond Documents and the issuance of the Series 2011 Bonds, and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under, or result in the creation of a lien on any property of the City (except as contemplated therein) pursuant to any note, mortgage, deed of trust, indenture, resolution or other agreement or instrument to which the Commission or the City is a party, or any existing law, regulation, court order or consent decree to which the Commission or the City is subject; (v) a certificate, dated the date of Closing, signed on behalf of the City by the Mayor and the City Manager of the City, setting forth such matters as the Underwriters may reasonably require, including that each of the representations of the City contained in Section 2 hereof was true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the date of Closing as if made on such date; and stating that to the best of their knowledge, no event affecting the City, the Series 2011 Project, the Stormwater Utility or the Series 2011 Bonds has occurred since the date of the Official Statement which should be disclosed therein for the purpose for which it is used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect as of the date of Closing; (vi) a customary signature certificate, dated the date of Closing, signed on behalf of the City by the City Clerk of the City; (vii) letters from Moody's Investors Service, Inc. ( "Moody's ") and Standard & Poor's Ratings Services ( "S &P ") addressed to the City, to the effect that the Series 2011 Bonds have been assigned ratings of " " and respectively, which ratings shall be in effect as of the Closing date; PMS 424111. 7 11 (viii) a customary authorization and incumbency certificate, dated the date of Closing, signed by authorized officers of the Bond Registrar; (ix) copies of the Blue Sky Survey and Legal Investment Survey, if any, prepared by Counsel to the Underwriters, indicating the jurisdictions in which the Series 2011 Bonds may be sold in compliance with the "blue sky" or securities laws of such jurisdictions; (x) such additional documents as may be required by the Bond Resolution to be delivered as a condition precedent to the issuance of the Series 2011 Bonds; (xi) the escrow verification report of with respect to the defeasance of the Refunded Bonds; (xii) one executed copy of a letter from the Consulting Engineers consenting to the references to them in the Official Statement and inclusion of its Report of Consulting Engineer as Appendix B to the Official Statement; (xiii) one executed copy of certificates of each of the Public Works Director and the Consulting Engineers to the effect that the information contained in the Official Statement under the caption "THE STORMWATER UTILITY" is accurate and does not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (xiv) such additional legal opinions, proceedings, instruments and other documents as the Underwriters, Underwriters' Counsel or Bond Counsel may reasonably request. All of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase Agreement shall be deemed to be in compliance with the provisions of this Purchase Agreement if, but only if, in the reasonable judgment of the Underwriters and Underwriters' Counsel, they are satisfactory in form and substance. SECTION 6. If the City shall be unable to satisfy the conditions to the Underwriters' obligations contained in this Purchase Agreement or if the Underwriters' obligations are terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and the Underwriters and the City shall have no further obligation hereunder, except that the respective PMB 424111. 7 12 obligations of the parties hereto provided in Section 7 hereof shall continue in full force and effect and the City shall return the Good Faith Check as provided in Section 1(b). SECTION 7. (a) The following costs and expenses relating to the transaction contemplated or described in this Purchase Agreement shall be borne and paid by the City regardless of whether the transaction contemplated herein shall close: printing of Series 2011 Bonds; printing or copying of closing documents (including the Preliminary Official Statement and the Official Statement) in such reasonable quantities as the Underwriters may request; fees and disbursements of Bond Counsel; fees and disbursements of the City's Financial Advisor; any accounting fees; the Bond Registrar fees; fees of the rating agencies; and any other fees as described in Schedule A -1 hereto. (b) The Underwriters will pay: (i) the fees and disbursements of Underwriters' Counsel; (ii) all advertising expenses in connection with the public offering of the Series 2011 Bonds; and (iii) the cost of preparing, printing and distributing the Blue Sky and Legal Investment Surveys, if any, and the filing fees required by the "blue sky" laws of various jurisdictions. SECTION 8. The City acknowledges and agrees that (i) the purchase and sale of the Series 2011 Bonds pursuant to this Purchase Agreement is an arm's - length commercial transaction between the City and the Underwriters; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as a principal and are not acting as the agent or fiduciary of the City; (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering contemplated hereby or 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) and the Underwriters have no obligation to the City with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Agreement; (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate; and (v) the Underwriters have financial and other interests that differ from those of the City. SECTION 9. The Underwriters shall have the right to cancel their obligations hereunder by notifying the City in writing or by telegram of their election to do so between the date hereof and the Closing if, at any time hereafter and on or prior to the Closing: PMB 424111 7 13 (a) exception With the exce tion of the American Jobs Act of 2011 and the Debt Reduction Act of 2011, a committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation, or a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States of America, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended to the Congress of the United States of America for passage by the President of the United States of America, or be enacted by the Congress of the United States of America, or an announcement or a proposal for any such legislation shall be made by a member of the House of Representatives or the Senate of the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States of America or the Tax Court of the United States of America shall be rendered, or a ruling, regulation, or order of the Treasury Department of the United States of America or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in or proposes the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the City, any of its affiliates, state and local governmental units or by any similar body or upon interest received on obligations of the general character of the Series 2011 Bonds which, in the Underwriters' opinion, materially and adversely affects the market price of the Series 2011 Bonds. (b) With the exception of the American Jobs Act of 2011 and the Debt Reduction Act of 2011, any legislation, ordinance, rule, or regulation shall be introduced in or be enacted by any governmental body, department, or agency of the United States or of any state, or a decision by any court of competent jurisdiction within the United States or any state shall be rendered which, in the Underwriters' reasonable opinion, materially adversely affects the market price of the Series 2011 Bonds. (c) A stop order, ruling, regulation, or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering, or sale of obligations of the general character of the Series 2011 Bonds, or the issuance, offering, or sale of the Series 2011 Bonds, including all the underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provisions of the federal securities laws, including without limitation the registration provisions of the 1933 Act, or the registration provisions of the 1934 Act, or the qualification provisions of the 1939 Act. PMB 424111. 7 14 shall be introduced by amendment or otherwise in, or be enacted b (d) Legislation y y, the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered to the effect that obligations of the general character of the Series 2011 Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the 1933 Act or the 1934 Act, or with the purpose or effect of otherwise prohibiting the issuance, offering, or sale of obligations of the general character hereby orb of the Series 2011 Bonds, as contemplated Y the Official Statement. (e) Any event shall have occurred, or information shall have become known, which, in the Underwriters' reasonable opinion, makes untrue in any material respect any representation by or certificate of the City hereunder, or any statement or information furnished to the Underwriters by the City for use in connection with the marketing of the Series 2011 Bonds or any material statement or information contained in the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; provided, however, that the City shall be granted a reasonable amount of time in which to cure any such untrue or misleading statement or information. (f) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange. (g) The New York Stock Exchange or any other national securities exchange, or any governmental authority, shall impose, as to Series 2011 Bonds or obligations of the general character of the Series 2011 Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or a change to the net capital requirements of, the Underwriters. (h) A general banking moratorium or suspension or limitation of banking services shall have been established by federal, Florida or New York authorities or a major financial crisis or material disruption in commercial banking or securities settlement or clearance services shall have occurred. (i) Any proceeding shall be pending, or to the knowledge of the Underwriters, threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery of the Series 2011 Bonds by the City or the purchase, offering, sale, or distribution of the Series 2011 Bonds by the Underwriters, or for any investigatory or other proceedings under any federal or state securities laws or the rules and regulations of the National Association of Securities Dealers, Inc. relating to the issuance, sale, or delivery of the Series 2011 Bonds by the City or PMB 424111. 7 15 • the purchase, offering, sale, or distribution of the Series 2011 Bonds by the Underwriters. (j) A war involving the United States of America shall have been declared, or any conflict involving the armed forces of the United States of America shall have escalated, or acts of terrorism shall have been committed against the citizens or the government of the United States of America or the property of either, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, which, in the Underwriters' reasonable opinion, materially adversely affects the market price of the Series 2011 Bonds. SECTION 10. Any notice or other communication to be given under this Purchase Agreement may be given by delivering the same in writing as follows: To the City at: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, FL 33139 Attention: Patricia D. Walker, Chief Financial Officer To the Underwriters (as the Senior Managing Underwriter, the representative on behalf of the Underwriters) at: JP Morgan Securities LLC Attention: SECTION 11. This Purchase Agreement is made solely for the benefit of the City and the Underwriters (including the successors or assigns of the Underwriters), and no other person, partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. SECTION 12. All the representations, warranties and agreements of the Underwriters and the City in this Purchase Agreement shall remain operative and in full force and effect and shall survive PMB 424111 7 16 delivery of and payment for the Series 2011 Bonds hereunder regardless of any investigation made by or on behalf of the Underwriters. SECTION 13. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 14. This Purchase Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement; such counterparts may be delivered by facsimile transmission. [Signature Page to Follow] PMB 424111. 7 17 If the foregoing is acceptable to you, please sign below and this Purchase Agreement will become a binding agreement between the City and the Underwriters. Very Truly Yours, JP MORGAN SECURITIES LLC. on behalf of itself and MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, MORGAN STANLEY & CO. INCORPORATED, and SUNTRUST ROBINSON HUMPHREY, INC. By: [Typed name] [Title] Accepted and confirmed as of the date first above written: CITY OF MIAMI BEACH, FLORIDA By: Matti Herrerra Bower Mayor PMB 424111. 7 1 EXHIBIT A (Disclosure and Truth - in - Bonding Statement) $ $ Stormwater Revenue Bonds Stormwater Revenue Refunding Bonds, Series 2011A Series 2011B , 2011 Mayor and City Commission City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Ladies and Gentlemen: In connection with the proposed execution and delivery of the $ City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2011A (the "Series 2011A Bonds ") and the $ City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Series 2011B (the "Series 2011B Bonds" and together with the Series 2011A Bonds, the "Series 2011 Bonds "), JP Morgan Securities LLC (the "Senior Managing Underwriter "), acting on behalf of itself and Merrill Lynch, Pierce Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and SunTrust Robinson Humphrey, Inc. (collectively, with the Senior Managing Underwriter, the "Underwriters "), has agreed to underwrite a public offering of the Series 2011 Bonds. Arrangements for underwriting the Series 2011 Bonds will include a Bond Purchase Agreement between the City of Miami Beach, Florida (the "City ") and the Underwriters which will embody the negotiations in respect thereof (the "Purchase Agreement "). The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385, Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the underwriting of the Series 2011 Bonds as follows: (a) The nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the purchase and reoffering of the Series 2011 Bonds are set forth in Schedule A -1 attached hereto. (b) No person has entered into an understanding with the Underwriters or, to the knowledge of the Underwriters, with the City for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or PMB 424111 7 A -1 implied, to act solely as an intermediary between the City and the Underwriters or to exercise or attempt to exercise any influence to effect any transaction in connection with the purchase of the Series 2011 Bonds by the Underwriters. (c) The underwriting spread is $ ($ /$1,000). [The underwriting spread does not include a management fee.] (d) No other fee, bonus or other compensation has been or will be paid by the Underwriters in connection with the issuance of the Series 2011 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, as amended. (e) The names and addresses of the Underwriters are: JP Morgan Securities LLC Attention: Merrill Lynch, Pierce Fenner & Smith Incorporated Attention: Morgan Stanley & Co. Incorporated Attention: SunTrust Robinson Humphrey, Inc. Attention: (f) The City is proposing to issue $ principal amount of the Series 2011A Bonds and $ principal amount of the Series 2011B Bonds, all as described in the Official Statement dated , 2011 relating to the Series 2011 Bonds (the "Official Statement "). These obligations are expected to be repaid over a period of approximately years and years, respectively. At a true interest cost rate of %, total interest paid over the life of the Series 2011A Bonds will be $ and at a true interest cost rate of %, total interest paid over the life of the Series 2011B Bonds will be $ . Proceeds of the Series 2011A Bonds will provide funds, together PMB 424111. 7 A -2 with other available funds, to (i) pay the costs of certain improvements to the City's Stormwater Utility, (ii) fund a deposit to the Reserve Account, and (iii) pay costs of issuance of the Series 2011A Bonds. Proceeds of the Series 2011B Bonds will provide funds, together with other available funds, to (i) currently refund all of the City's outstanding Stormwater Revenue Bonds, Series 2000, previously issued in the aggregate principal amount of $52,170,000, of which $27,105,000 are now outstanding (the "Bonds to be Refunded "), and (ii) pay costs of issuance of the Series 2011B Bonds and of refunding, defeasance and redemption of the Bonds to be Refunded. (g) The anticipated source of repayment or security for the Series 2011 Bonds is the Net Revenues (as defined in the Bond Resolution), which in turn is defined in the Purchase Agreement). Authorizing these obligations will result in a maximum amount of $ of the aforementioned funds not being available annually to finance the other services of the City over a period of approximately years. PMB 424111. 7 A -3 We understand that you do not require any further disclosure from the Underwriters pursuant to Section 218.385, Florida Statutes, as amended. Very Truly Yours, JP MORGAN SECURITIES LLC By: [name] [title] PMB 4241 1 1. 7 A -4. SCHEDULE "A -1" DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT $ $ Stormwater Revenue Bonds Stormwater Revenue Refunding Bonds, Series 2011A Series 2011B Spread Breakdown $/$1,000 Amount Underwriter /Takedown: Expenses: Total Expense Breakdown $/$1,000 Amount Dayloan Cusips SIFMA Fee Bookrunning Fee Communication, Travel and Misc. Expenses Underwriters' Counsel Expenses Underwriters' Counsel Fee Total PMB 424111. 7 A -5 EXHIBIT B SERIES 2011A BONDS MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS Maturity Principal Interest Rate Yield Price Initial CUSIP ( 1) Amount Number 2011 2012 2013 2014 2015 2016 2017 2017 2018 2019 2020 2021 2022 [REDEMPTION] $ SERIES 2011B BONDS MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS Maturity Principal Initial CUSIP ( 1) Amount Interest Rate Yield Price Number 2022 2023 2024 2025 $ % Term Bond Due , 20; Yield %; Price %; Initial CUSIP: $ % Term Bond Due , 20j Yield %; Price %; Initial CUSIP: [REDEMPTION] B -1 PMB 424111.7