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Resolution 86-18514 c f . 4 r — RESOLUTION NO. 86-18514 RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF NOT EXCEEDING $65,000,000 GENERAL OBLIGA- TION REFUNDING BONDS, SERIES 1986 OF THE CITY OF MIAMI BEACH, FLORIDA AND ESTABLISH- ING THE MAXIMUM MATURITIES AND INTEREST RATES ON THE SAID BONDS; FINDING THAT A NEGOTIATED SALE OF THE BONDS IS IN THE BEST INTEREST OF THE CITY; APPROVING THE FORM AND THE EXECUTION OF A PURCHASE CONTRACT TO EFFECT THE NEGOTIATED SALE OF SUCH BONDS; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT; AUTHORIZING THE APPOINTMENT OF THE ESCROW AGENT, BOND REGISTRAR AND PAYING AGENT; AUTHORIZING OTHER REQUIRED ACTIONS, IN- CLUDING OBTAINING MUNICIPAL BOND INSURANCE; DESIGNATING THE AUTHORIZED OFFICERS OF THE CITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission (the "Commission") of the City of Miami Beach, Florida (the "City") , has heretofore authorized by Resolution No. 86-18489 (the "Authorizing Resolution") on June 18, 1986, the issuance of not in excess of $65,000, 000 General Obligation Refunding Bonds, Series 1986 (the "Bonds") for the purpose of advance refunding its $24,000, 000 City of Miami Beach, Florida Public Improvement Bonds (Series 1983) , its $22, 000,000 City of Miami Beach, Florida, General Obligation Bonds (Theater of Performing Arts Project) Series 1984 and its $9, 800, 000 City of Miami Beach, Florida, General Obligation Bonds (South Pointe Redevelopment Project) Series 1984 (collectively, the "Prior Bonds") ; and WHEREAS, the City Commission deems it in the best interest of the City that said Bonds be sold through a negotiated sale at the purchase price stated in the Bond Purchase Contract attached hereto as Exhibit A (the "Purchase Contract") ; WHEREAS, Smith Barney, Harris Upham & Co. Incorporated, Bear Stearns & Co. Inc. , L.F. Rothschild, Unterberg, Towbin, Inc. , and Prudential-Bache Securities Inc. (the "Underwriters" ) , have offered to purchase said Bonds as provided in the Purchase Contract; and WHEREAS, in connection with the refunding, it is necessary to designate the Escrow Agent, Bond Registrar and Paying Agent for the Bonds; NOW, THEREFORE, BE IT RESOLVED by the City Commission of Miami Beach, Florida as follows: /11/4 % SECTION 1. This_ Resolution is adopted pursuant to Chapter 166, Florida Statutes, and other applicable provisions of law. SECTION 2. All capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Author- izing Resolution or in such other documents as may be referred to herein if the context so requires. The term "Authorized Officer" for purposes of this Resolution shall include the Mayor or Vice Mayor, the City Manager and the Director of Finance of the City, and with respect to attestation of the seal of the City and the making of certificates of matters which are set forth in the official records of the City, the City Clerk. SECTION 3. The Bonds shall mature in the amounts and at the times not exceeding 30 years, shall bear interest at such rates which result in a net average interest cost rate on the Bonds that is lower than the net average interest cost rate on the Prior Bonds, shall be redeemable at the redemption prices and upon the terms and shall have all of the other characteristics set forth in Exhibit A of the Purchase Contract. The Mayor or Vice Mayor of the City is hereby authorized to approve the final terms of the Bonds, as set forth in Exhibit A of the Purchase Contract, subject to the restrictions set forth in this Resolution, without need of further authorization of the Commission and such approval shall in all respects be binding on the City. The form of the Bonds and the provisions for numbering, signatures, authentication and payment of the Bonds shall be as set forth in the Authorizing Resolution. SECTION 4. The City hereby finds, ascertains, determines and declares that a negotiated sale of the Bonds is in the best interests of the City and is necessary on the basis of the fol- lowing reasons, as to which specific findings are hereby made: the complex character of the issuance of the Bonds requires lengthy and detailed structuring which could be unreasonably restricted by the lack the flexibility of bidders at competitive sale; and prevailing market conditions have resulted in rapidly changing and broadly varying interest rates, the negative effects of which on the issuance of the Bonds will be minimized by a negotiated sale. The negotiated sale of the Bonds to the Underwriters is hereby approved at a purchase price of not less than 98% of the initial purchase price of the Bonds by the public, plus accrued interest from August 1, 1986 to the date of delivery of the Bonds. The Mayor or Vice Mayor is hereby authorized to approve the final purchase price of the Bonds, as set forth in the Purchase Contract, subject to the restrictions set forth in this Resolution, without need of further authorization of the Commission and such approval shall in all respects be binding on the City. The Bonds shall be sold to the Underwriters upon the terms and conditions set forth in the Purchase Contract attached hereto as Exhibit A, and the Mayor or Vice Mayor is hereby - 2 - . authorized to execute the same with such changes, insertions and omissions as he shall approve, such execution being conclusive as to the approval of such changes, insertions and omissions. It is contemplated that the Purchase Contract will be executed after the date of adoption of this Resolution, subject to the provisions thereof and the parameters set forth herein, by the Underwriters. In compliance with the requirements of F.S. §218. 385 (4) , a disclosure statement shall be provided to the City upon the sale of the Bonds. SECTION 5. The Preliminary Official Statement (the "Preli- minary Official Statement") in substantially the form attached hereto as Exhibit B, is hereby approved, and the City hereby approves the use by the Underwriters in connection with the offering and sale of the Bonds of the Preliminary Official Statement and of an Official Statement in substantially the form of the Preliminary Official Statement, with such revisions as shall hereafter be approved by the Mayor or Vice Mayor. The Commission hereby further approves the use by the Underwriters of any supplement or amendment to the Official Statement which is necessary so that the Official Statement does not include any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements therein not mis- leading. The Mayor or Vice Mayor is hereby authorized and directed to execute an Official Statement, and any amendment or supplement thereto, and thereupon to cause the Official Statement and any such amendment or supplement to be delivered to the Underwriters. Approval of the Mayor or Vice Mayor of changes, insertions and omissions to the form of the Preliminary Official Statement and the Official Statement shall be conclusively evidenced by his execution and delivery thereof. SECTION 6. The proposal submitted by the Underwriters, in the form of the Purchase Contract, presented at this meeting, a copy of which is attached hereto as Exhibit A to this Resolution, offering to purchase the Bonds at an aggregate purchase price of not less than 98% of the initial purchase price of the Bonds by the public, plus accrued interest from August 1, 1986, to the date of delivery of said Bonds, is hereby accepted and said Bonds are hereby awarded to the Underwriters at said price or any greater price upon the terms and conditions set forth in said Purchase Contract. The Authorized Officers are hereby authorized and directed, in the name of and on behalf of the City, to execute and deliver said Purchase Contract in the form presented to this meeting, with such changes, insertions and omissions as may be approved by the persons executing said Purchase Contract, the execution of said Purchase Contract to be conclusive evidence of the approval of any such changes, insertions and omissions. SECTION 7. Chemical Bank, New York, New York is hereby appointed to serve as Escrow Agent under the Escrow Deposit Agreement, approved in form by the Commission in the Authorizing Resolution. The Authorized Officers are hereby authorized to - 3 - r . execute and deliver the Escrow Deposit Agreement on behalf of the City, their execution of said Escrow Deposit Agreement to be conclusive evidence of the approval of such changes, insertions and omissions thereto (which may include changes in dollar amounts) , and such Authorized Officers are hereby authorized to affix and attest to the seal of the City on the Escrow Deposit Agreement. The appointment of Chemical Bank as Escrow Agent under the Escrow Deposit Agreement is hereby approved. SECTION 8. As Escrow Agent, Chemical Bank, shall apply the proceeds of the Bonds to be used to refund the Prior Bonds, in accordance with the Escrow Deposit Agreement. The Escrow Agent and the Paying Agent, appointed in Section 10 of this Resolution, are hereby irrevocably entrusted to apply amounts deposited under the Escrow Deposit Agreement to redeem or pay at maturity the Prior Bonds in accordance with the terms of the Escrow Deposit Agreement. Upon the execution of the Escrow Deposit Agreement and the deposit of all funds required to be deposited thereunder, the Prior Bonds shall no longer be outstanding. SECTION 9. Southeast Bank, Orlando, Florida is hereby appointed to serve as Bond Registrar and Paying Agent under this Resolution. SECTION 10. The Authorized Officers and the officers and agents of the Escrow Agent, Bond Registrar and Paying Agent are hereby authorized and directed to do all acts and things required of them by the provisions of the Authorizing Resolution, this Resolution, the Purchase Contract, and the Escrow Deposit Agree- ment for the full, punctual and complete performance of all the terms, covenants, provisions and agreements contained in the Bonds, the Authorizing Resolution, this Resolution, the Purchase Contract and the Escrow Deposit Agreement and also to do all acts and things required of them by the provisions of this Resolution. SECTION 11. If the cost of a municipal bond insurance policy premium is less than the present value debt service savings resulting from the difference between the debt service on the Bonds with insurance and the estimated debt service on the Bonds without insurance, then the Mayor or Vice Mayor may approve the obtaining of a municipal bond insurance policy payable from bond proceeds. SECTION 12. Except as herein otherwise expressly provided, nothing in this Resolution or in the Authorizing Resolution, expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the City and the holders of the Bonds issued under the provisions of this Resolution and the Authorizing Resolution, any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof or the Authorizing Resolution or any provision thereof; this Resolution and the Authorizing Resolution and all of its provisions being intended to be and being for the - 4 - 1111 sole and exclusive benefit of the City and the holders from time to time of the Bonds issued under the provisions of this Reso- lution and the Authorizing Resolution. SECTION 13. If any section, paragraph, clause or provision of this Resolution or of the Authorizing Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any remaining provisions of this Resolution or of the Authorizing Resolution, but this Resolution and the Authorizing Resolution shall be construed and enforced as if such illegal or invalid provision or provisions had not been contained therein. SECTION 14. The Mayor or Vice Mayor of the City and any other proper officials of the City are hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transaction contemplated by this Resolution, the Authorizing Resolution and the other documents identified herein. SECTION 15. All resolutions, or parts of• resolutions or other proceedings of the City in conflict herewithshall be and are repealed insofar as such conflicts exist. SECTION 16. This Resolution shall take effectimmediately upon its adoption in the manner provided by law. PASSED AND ADOPTED this 23rd day of July , 1986. CITY OF MIAMI BEACH, FLORIDA (SEAL) 464..AP-1...N)( Mayor ATTEST: fted.4n.44--P71 (Dia/N.1441.) City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY . f eCtilAdt City Attorney - 5 - CITY OF MIAMI BEACH, FLORIDA GENERAL OBLIGATION REFUNDING BONDS SERIES 1986 BOND PURCHASE CONTRACT , 1986 To: The Board of City Commissioners of City of Miami Beach, Florida City of Miami Beach, Florida The Undersigned, Smith Barney, Harris Upham & Co. Incorpo- rated (the "Manager" ) , acting for and on behalf of ourselves and the dealers named in the list attached hereto marked "Exhibit A, " as said list may from time to time be changed by us at or prior to the Closing hereinafter mentioned (the Manager and said dealers being herein collectively called the "Underwriters" ) , hereby offer to enter into this Bond Purchase Contract ( the "Bond Purchase Contract" ) with you (the "City" ) for the purchase by the Underwriters and sale by the City of your bonds specified below. . This offer is made subject to acceptance >>by,:::the ;::Ct-y•<-;; • adopted by the Board of City Commissioners on June 18, 1986 [as amended and supplemented to the date hereof] (hereinafter called the "Resolution" ) . The Underwriters agree to make a public offering of the Bonds at the initial offering price set forth in the Official Statement; however, the Underwriters reserve the right to make concessions to dealers and to change such initial offering price to the public as the Underwriters shall deem necessary in connection with the marketing of the Bonds . 2 . The Bonds. The Bonds constitute valid and binding general obligations of the City for the payment of which and the interest thereon the full faith, credit and taxing power of the City are irrevocably pledged and all taxable real and personal property within the City (excluding homesteads to the extent provided under applicable law) is subject to the levy of an ad valorem tax without limitation as to rate or amount, for the payment of the Bonds and the interest thereon. The Bonds are being issued to provide funds, which together with other available funds of the City, will be used to purchase a portfolio of Federal Securities as defined in the Official Statement ( i ) to advance refund the City' s outstanding City of Miami Beach, Florida, Public Improvement Bonds (Series 1983) , issued in the original aggregate principal amount of $24,000 , 000; ( ii) to advance refund the outstanding City :of Miami Beach, Florida, General Obligation Bonds (Theater of Performing Arts Project) Series 1984, issued in the original aggregate principal amount of $22,000,000; ( iii) to advance refund the City of Miami Beach, Florida, General Obligation Bonds (South -Pointe: Redevelopment Project) Series 1984, issued in the original aggregate principal amount of $9 ,800 ,000 ; ( iv) to pay capitalized interest on the Bonds; and (v) to pay the costs of issuance related to the Bonds. 3 . Official Statement . You shall cause to be delivered to us, simultaneously with your acceptance hereof, two copies of your Official Statement substantially in the form of the Preliminary Official Statement, dated , 1986 ( the "Preliminary Official Statement" ) with only such changes therein as shall have been accepted by us ( such Official Statement, including the cover page and all exhibits, appendices, reports and statements included therein or attached thereto being herein referred to as the "Official Statement" ) , each signed on your behalf by the Mayor or Vice Mayor and the City Manager . The City hereby authorizes the Underwriters to use and distribute the Official Statement, the Resolution and this Bond Purchase Contract and all information contained therein, and all other documents, certificates and statements furnished by the City to the Underwriters in connection with the transactions contemplated by this Contract, and ratifies its consent to the distribution and use of the Preliminary Official Statement, in accordance with applicable law, in connection with the public offering and sale of the Bonds. -2- • 4. Good Faith Check. We herewith deliver to you a good faith check payable to your order in the amount of one percent (1%) of the aggregate principal amount of the Bonds which you agree to hold uncashed as security for the performance by the Underwriters of their obligation to accept and pay for the Bonds at the Closing in accordance with the provisions of this Bond Purchase Contract. Concurrently with the delivery of and payment for the Bonds at the Closing, such good faith check will be returned to the Underwriters. In the event the City does not accept this offer, or upon its failure to deliver the Bonds at the Closing, or if it shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Bond Purchase Contract, or if such obligations shall be terminated for any reason permitted by this Bond Purchase Contract, such good faith check shall be immediately returned to the Manager . In the event the Underwriters fail (other than for a reason permitted under this Bond Purchase Contract) to accept and pay for the Bonds at the Closing, the good faith check may be cashed by you as and for full liquidated damages for such failure 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. 5 . The Closing. At 10 : 00 a.m. , City of Miami Beach time, on , 1986, or at such earlier or later time as shall be agreed upon by the Underwriters and the City (such time and date being herein referred to as the "Closing" ) , you will deliver, or cause to be delivered to us, at a location to be designated by the Underwriters, in New York, New York, or such other location as shall be agreed upon by the Underwriters and the City, the Bonds in definitive form (all Bonds being printed or lithographed on steel engraved borders and bearing CUSIP numbers) , duly executed by the City and authenticated by the Registrar, and the other documents herein mentioned; and the Underwriters will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph ( 1) hereof, in immediately available funds . The City may deliver Bonds at Closing in temporary form at the sole option of the Underwriter and the City shall thereafter deliver Bonds in definitive form but in any event not later than 10 days after Closing. The Bonds shall be made available to the - Underwriters at the location specified by the Underwriters not later than one business day before- the Closing for the purposes of inspection and packaging. The Bonds shall be issued initially in fully registered form in the denominations of $5 ,000 or integral multiples thereof and registered in such names as the Underwriters shall request by written notice not later than two business days prior to the Closing. 6. Representations, Warranties and Agreements of the City. The City hereby represents, warrants to and agrees with the Underwriters that : -3- a. The City has, and at the Closing Date will have, full legal right, power and authority ( i) to enter into this Bond Purchase Contract, ( ii) to adopt the Resolution, ( iii) to issue, sell and deliver the Bonds to the Underwriters pursuant to the Resolution as provided herein, ( iv) to enter into the Escrow Deposit Agreement, and (v) to carry out, give effect to and consummate the transactions contemplated by this Bond Purchase Contract, the Resolution, the Escrow Deposit Agreement, and the Official Statement; b. The City has complied, and will at the Closing be in compliance in all respects with applicable law and the Resolution; c. The City has duly and validly adopted the Resolution, has duly authorized and approved the execution and delivery of the Bonds, this Bond Purchase Contract, the Escrow Deposit Agreement, and the Official Statement and has duly authorized and approved the performance by the City of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by each of said documents, the Bonds, the Escrow Deposit Agreement and the Resolution; and this Bond Purchase Contract will constitute the valid, legal and binding obligation of the City enforceable in accordance with its terms , except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws limiting creditors ' rights generally, and the Resolution will be in full, force and effect ; d. The City is not in breach of or in default under any constitutional provision, applicable law or administrative rule or regulation of the State of Florida, the United States, or of any department, division, agency or instrumentality of either thereof or any applicable court or administrative decree or order, or any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the City isa party or to which the City is otherwise subject or bound which in any material way, directly or indirectly, affects the issuance of the Bonds or the validity thereof, the validity or adoption of the Resolution or the execution and delivery of the Bonds, the Escrow Deposit Agreement, this Bond Purchase Contract or the other instruments contemplated by the issuance of the Bonds to which the City is or will be a party, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any constitutional provision, applicable law or administrative rule or regulation of the State of Florida, the United States, or of any department, division, agency or instrumentality of either thereof; e. All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the due -4- performance by the City of its obligations under the Resolution, the Bonds, the Escrow Deposit Agreement, and this Bond Purchase Contract have been obtained and are in full force and effect, except that the City is not responsible for such approvals, consents and orders as may be required under the "Blue Sky" or securities laws of any state in connection with the offering and . sale of the Bonds; f. The Bonds and the Resolution conform to the description thereof contained in the Official Statement, and the Bonds, when delivered in accordance with the Resolution and paid for by the Underwriters at the Closing as provided herein, will be validly issued and outstanding general obligations of the City entitled to all the benefits and security of the Resolution; g. The Official Statement is, and (as supplemented with the approval of the Underwriters, if the Official Statement shall have been supplemented) will be, as of the Closing Date, true, correct and complete in all material respects and does not, and will not as of the Closing 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 light of the circumstances under which they were made, not misleading; h. The Resolution creates a legally valid and binding pledge of the full faith and credit of the City, to the timely payment of the principal of, premium, if any.,::and interest on the Bonds as the same shall be due and payable; i . Except as described in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to the knowledge of the City, threatened in any way affecting the existence of the City or the titles of its officers to their respective offices, or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Resolution, or the collection or application of the funds or the pledge of the full faith and credit of the City, or in any way contesting or affecting the validity or enforceability of the Bonds, the Escrow Deposit Agreement, the Resolution, this •-Bond Purchase Contract, or any action of the City contemplated by any of said documents or in any way contesting the completeness or accuracy of the Official Statement or the powers of the City or its authority with respect to the Bonds, the adoption of the Resolution, or the execution and delivery of this Bond Purchase Contract, or any action of the City contemplated by any of said documents, or which would adversely affect the exemption of interest paid on the Bonds from Federal income taxation, nor to the knowledge of the City, is there any basis therefor ; -5- j . 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 qualify the 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 as the Underwriters may designate; provided, however, that the City shall not be required to consent to service of process or to qualify to do business in other jurisdictions; k. The audited financial statements of the City for the period ended , 19 , delivered to the Underwriters and contained in the Official Statement fairly present the financial position of the City as of the dates indicated and the result of its operations for the periods specified, and such financial statements have been prepared in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise expressly stated in the notes thereto; 1. The City will apply the proceeds of the Bonds in accordance with the Resolution, the Escrow Deposit Agreement, and as contemplated by the Official Statement; m. The City will at all times engage a transfer agent for the Bonds who is registered as such with the Securities and Exchange Commission (SEC) or who agrees to comply with the SEC' s transfer turn-around standards; and n. Any certificate signed by the Mayor or Vice Mayor or other Authorized Officer (as defined in the Resolution) or individual of the City shall be deemed a representation and warranty by the City to the Underwriters as to the statements made therein. 7 . Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to accept delivery of and pay for the Bonds at the Closing shall be subject, at the option of the Underwriters, to the accuracy in all material respects of the representations and warranties on the part of the City contained herein as of the date hereof and as of the Closing, to the accuracy in all material respects of the statements of. the officers and other officials of the City made in any certificates or other documents furnished pursuant to the provisions hereof , to the performance by the City of its obligations to be performed hereunder at or prior to the Closing and to the following additional conditions: a. At the Closing, the Resolution shall have been duly adopted, shall be in full force and effect, and shall not have been repealed, amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters , and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and -6- • by this Bond Purchase Contract, all such actions as, in the opinion of Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen & Quentel, P.A. , Miami, Florida ( "Bond Counsel" ) , shall be necessary and appropriate; b. At the Closing, the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriters; c.. Between the date hereof and the Closing, the market price or marketability of the Bonds, at the initial offering prices set forth in the Official Statement, shall not have been materially adversely affected, in the sole judgment of the Underwriters, by reason of any of the following: (1) legislation enacted by or introduced in Congress or recommended for passage by any member of the House of Representatives or the U.S. Senate or by the President of the United States (other than H.R. 3838 [the "Tax-Reform Act" ] as passed by the United States House of Representatives on December 17 , 1985, and as amended by the U.S. Senate on June 24, 1986, in the form approved by the U.S. Senate [assuming Congress confirms in the final passage of the Tax-Reform Act the Joint Statement of the Chairman and Ranking Members of the United States House of Representatives Committee on Ways and Means and the United States Senate Committee on Finance, and the Secretary of the Treasury, dated March 14, 1986 ] ) , or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order , ruling, regulation or official statement (final, temporary or proposed) issued or made ( i) by or on behalf of the Treasury Department of the United States or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing Federal income taxation upon such interest as would be received by the holders of the Bonds, or ( ii) by or on behalf of the Securities and Exchange Commission, or any governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds are not exempt from the registration requirements of the Securities Act of 1933 or that the Resolution is not exempt from qualification under, or other requirements of,_ the Trust Indenture Act of 1939 , as amended, or that the issuance, offering or sale of the Bonds or obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement, otherwise is or would be in violation of the Federal securities laws as amended and then in effect; ( 2) the declaration of war or engagement in major hostilities by the United States or the occurrence of any other national emergency or calamity relating to the effective operation of the government of or the financial community in the United States; -7- L. ( 3) the declaration of a general banking moratorium by federal, New York or Florida authorities, or the general suspension of trading on any national securities exchange; ( 4) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of. any such restrictions now in force, including those relating to the extension of credit by, or to the net capital requirements, of, underwriters; ( 5) the withdrawal or downgrading of any rating of the Bonds or of any other securities of the City by a national rating agency; ( 6) any amendment to the Federal or Florida Constitution or action by any Federal or Florida court, legislative body, regulatory body, or other authority materially adversely affecting ( i) the validity or enforceability of this Bond Purchase Contract, the Bonds, the Escrow Deposit Agreement or the Resolution or ( ii) the ability of the City to meet its covenants under the Resolution; (7 ) subsequent to the respective dates as of which information is given in the Official Statement, except as contemplated in the Official Statement, any materially adverse change in the financial position of the City; or ( 8) any event occurring, or information becoming known, which, in the judgment of the Underwriters, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (d) At or prior to the Closing, the Underwriters shall have received two counterpart originals of the following documents, in each case satisfactory in form and substance to the Underwriters: ( 1) The Official Statement, executed on behalf of the City by the Mayor or Vice Mayor and the City Clerk; ( 2) The Resolution certified by the City Administrator to be a true, correct and complete copy of the one duly adopted or authorized by the City, which has not been amended, modified or rescinded since the date of this Bond Purchase Contract and which is in full force and effect as of the Closing; -8- . V 1. ( 3) An unqualified approving opinion of Bond Counsel, dated the date of Closing and addressed to the City, in substantially the form set forth as Appendix "D" to the Official Statement; ( 4) An opinion of Bond Counsel, dated the date of Closing and addressed to the Underwriters, to the effect that the Underwriters may rely upon the approving opinion as if such opinion were addressed to the Underwriters and that ( i) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939 , as amended; ( ii) the Resolution and the Bonds conform to the descriptions thereof contained in the Official Statement, and the statements contained in the Official Statement insofar as such statements purport to summarize certain provisions of the Resolution, the Bonds and the opinion of Bond Counsel, present a fair and accurate summary of such provisions; and ( iii) without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to bond counsel ' s attention that would lead them to believe that the information contained under the captions of the Official Statement, as of its date and as of the Closing Date, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; ( 5) An opinion of the City Attorney or Assistant City Attorney, dated the Closing Date and addressed to the City, Bond Counsel and the Underwriters, to the effect that ( i ) the City is validly existing under the laws of the State of Florida and has full legal right, power and authority (a) to enter into this Bond Purchase Contract and the Escrow Deposit Agreement and to adopt the Resolution, (b) to issue, sell and deliver the Bonds to the Underwriters as provided in this Bond Purchase Contract, (c) to pledge the full faith and credit of the City as set forth in the Resolution, and (d) to carry out, give effect to and consummate the transactions contemplated by this Bond Purchase Contract, the Escrow Deposit Agreement, the Official Statement and the Bonds; the Resolution, the Escrow Deposit Agreement and this Bond Purchase Contract constitute legal, valid, and binding obligations of the City enforceable in accordance with the terms thereof, subject to the provisions of bankruptcy or other similar laws affecting creditors ' rights generally; ( ii) the City is not in breach of or default under, and compliance with the provisions of the Bonds, the Escrow Deposit Agreement, the Resolution, this Bond Purchase Contract, or the other instruments contemplated by any of such documents to which the City is a party, will not conflict with or constitute a breach of or a default under, any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States or of, any -9- • • department, division, agency or instrumentality of either thereof, or any applicable court or administrative decree or order or any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, which in any material way, directly or indirectly, affects the issuance of the Bonds or the validity thereof, the validity or adoption of the Resolution or the execution and delivery of the Bonds, the Escrow Deposit Agreement, this Bond Purchase Contract or the other instruments contemplated by any of such documents to which the City is a party or to which the City is otherwise subject; ( iii) all approvals, consents, authorizations, elections and orders of or filings or registration with any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations under this Bond Purchase Contract, the Escrow Deposit Agreement, the Resolution and the Bonds have been duly obtained and are in full force and effect, except for such approvals, consents and orders as may be required under the "Blue Sky" or securities laws of any state in connection with the offering and sale of the Bonds; ( iv) except as described in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or , to his or her knowledge, threatened in any way affecting the existence of the City, of the titles of its officers to their respective offices, or seeking to prohibit, restrain or.. .e�n.join the issuance, sale or delivery of the Bonds or the collection or application of ad valorem tax revenues pursuant to the Resolution, or in any way contesting or affecting the validity or enforceability of the Bonds, the Escrow Deposit Agreement, the Resolution, this Bond Purchase Contract, or any action of the City contemplated by any of said documents, or contesting in any way the completeness or accuracy of the Official Statement or contesting the powers of the City or its authority with respect to the Bonds, the adoption of the Resolution, or the execution and delivery of the Bond Purchase Contract, or the execution and delivery of the Escrow Deposit Agreement or any action of the City contemplated by any of said documents, or which to his or her knowledge would adversely affect the exemption of interest to be paid on the Bonds from Federal income taxation, nor to his or her knowledge, is there any basis therefor; (v) based upon his or her participation in the preparation of the Official Statement; and, without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of statements contained in the Official Statement, he or she does not believe the Official Statement as of its date and as of the Closing contains any untrue statement of a material fact or omitted 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; -10- ( 6) A certificate, dated the Closing Date and signed by the Mayor to the effect that ( i) to the best knowledge of such officials, the representations and warranties of the City contained herein are true and correct in all material respects on and as of the Closing with the same effect as if made on the Closing Date; ( ii) to the best knowledge of such officials, no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and ( iii) the City has complied with all the agreements and satisfied all its requirements under this Bond Purchase Contract or otherwise at or prior to the Closing; (7) Letter addressed to the Underwriters from , independent certified public accountants, in form and content acceptable to the Underwriters, dated the date of Closing, to the effect that ( i) with respect to the City they are independent certified public accountants; (ii) they have performed procedures (but not an examination in accordance with generally accepted auditing standards) consisting of: (A) reading of minutes of meeting of the Board of City Commissioners of the City as set forth in the City' s minute book through a specified date not more than five days prior to the date of the Closing; and (B) reading the audited financial statements of the City dated as of 19 , and the latest available unaudited—financial records relating to collections of revenues through a specified date; and (C) making inquiries of those officials and administrative personnel of the City who have responsibility for financial and accounting matters regarding the specific items for which representations are requested below; and (iii) on the basis of such procedures: (A) nothing has come to their attention which would cause them to believe that the collection of revenues after , 19 as set forth in the Official Statement are inaccurate; and (B) nothing has come to their attention that causes them to believe that as of the date of their latest inquiry, being a date not earlier than five days prior to the date of this Bond Purchase Contract or to the date of the Closing (as applicable) , there was any material adverse change in the financial condition of the City, as compared to the financial condition shown in the , 19 , audited financial statements included in the Official Statement; (8) A non-arbitrage certificate in substance and form satisfactory to Bond Counsel; ( 9) Evidence satisfactory to the Underwriters that no action has been taken or threatened to withhold the ratings of Moody' s or Standard & Poor ' s Corporation as set forth in the Official Statement; -11- • • ( 10) A letter of dated the date of Closing, verifying as of the date thereof, the mathematical accuracy of the computations made by the Underwriters of the adequacy of maturing principal and interest earned on the Federal Securities (as defined in the Escrow Deposit Agreement) to provide for the payment of the principal of and interest on the Bonds to and including and to redeem on that [those] date[s] all then outstanding Bonds maturing on or after , and the computations made by the Underwriter supporting the conclusion by Bond Counsel that the Bonds are not "arbitrage bonds" under Section 103 (c) of the Internal Revenue Code, as amended. [ (11) A policy of Bond Insurance issued by insuring the payment of all principal of and interest on the Bonds as the same shall become due. ] (12) Evidence satisfactory to Bond Counsel and the Underwriters that the Bonds are in compliance with Chapter 132, as amended, Florida Statutes. (13) An opinion of counsel to the Underwriters to the effect that: ( i) no facts have come to their attention which would lead them to believe that the Official Statement (apart from the financial and statistical data contained therein or attached thereto as to which they need not express any opinion or belief) contained as of this date or contained as of the date of Closing any untrue statement or a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and ( ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933 and the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended. (14) An opinion of counsel to the Escrow Agent satisfactory in form and substance to the Underwriters . (15) Such additional legal opinions, certificates, instruments and other documents as the Underwriters may reasonably request to evidence the truth and accuracy as of the date hereof- and as of the Closing, of the City' s representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions • then to be satisfied by the City in connection with the transactions contemplated hereby and by the Resolution and the Official Statement. If any of the conditions to • the obligations of the Underwriters contained in this section or elsewhere in this Bond Purchase Contract shall not have been satisfied when and as required herein, all obligations of the Underwriters hereunder -12- • may be terminated by the Underwriters .at, or at any time prior to, the Closing by written notice to the City. 8. Expenses. The Underwriters shall be under no obligation to pay, and the City shall pay, any expense incident to the performance of the City' s obligations hereunder including, but not limited to: (a) the cost of the preparation and printing of the Bonds; (b) the fees and disbursements of Bond Counsel and the City Attorney; (c) the fees and disbursements of the City' s certified public accountants; (d) the fees and disbursements of any engineers, accountants, and other experts, consultants or advisors retained by the City; (e) fees for bond ratings; (f) the fees and expenses of the Registrar, the Paying Agent and of their respective counsel; and (g) the costs of preparing, printing and delivering a reasonable number of the Official Statement in preliminary and final form and any supplements or amendments thereto. The Underwriters shall pay the costs of preparing this Bond Purchase Contract, the Agreement Among Underwriters, costs of preparation (but not printing or distribution) of the Blue Sky Memorandum and Legal Investment Memorandum, filing fees for registration of the Bonds in certain jurisdictions where necessary and fees and expenses of its counsel. 9 . Notices. Any notice or other- communication to be given to the City under this Bond Purchase Contract may be given by delivering the same in writing to the City at the address set forth above, Attention: Finance Director, and any notice or other communication to be given to the Underwriters: under this Bond Purchase Contract may be given by delivering the same in writing to the Underwriters at Smith Barney, Harris Upham & Co. Incorporated, , Attention: Mr . Worth Blackwell. 10. Parties in Interest. This Bond Purchase Contract is made solely for the benefit of the City and the Underwriters (including successors or assigns of any Underwriters) and no other person shall acquire or have any right hereunder or by . virtue hereof. 11. Absence of Personal Liability. No member of the City Commission or any employee, agent or attorney for the City shall be liable individually or personally for any obligation of this Purchase Contract. 12. Applicable Law. This Bond Purchase Contract shall be governed and construed in accordance with the laws of the State of Florida, including all matters of interpretation, construction, performance and remedies. 13 . Survival of Representations and Warranties . The representations and warranties of the City, set forth or made pursuant to this Bond Purchase Contract, shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Bond Purchase -13- • • Contract and regardless of any investigations or statements as to the results thereof made by or on behalf of the Underwriters and regardless of delivery of and payment for the Bonds . 12. Effective. This Bond Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance. SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED on behalf of the Underwriters including the Manager By: Vice President Accepted , 1986:. CITY OF MIAMI BEACH, FLORIDA By: Mayor Attest: (Deputy ) City Clerk BON/CMB-BPC -14- i e EXHIBIT "B" [TO COME] BON/CMB—BPC—XB EXHIBIT "A" LIST OF UNDERWRITERS BON/CMB-BPC-XA • • , 1986 The City Commission of the City of Miami Beach Miami Beach, Florida Dear Commissioners: We have examined certified copies of the legal proceedings and the validation proceedings, Resolution No. 86-18489, Resolution No. 86- , and other resolutions of the City Commission of the City of Miami Beach, Florida (the "City" ) , as amended and supplemented (collectively, the "Resolution" ) and other proofs submitted, relative to the issuance and sale of CITY OF MIAMI BEACH, FLORIDA General Obligation Bonds, Series 1986 Dated , 1986 • The City Commission of the City of Miami Beach , 1986 Page 2 maturing in such amounts and at such times, bearing interest and subject to redemption, all as provided in the Resolution. As to questions of fact material to our opinion, we have relied uponsuch certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent .investigation. We have also examined one of the Bonds as executed and authenticated and have assumed that all other Bonds have been similarly executed and authenticated. From such examination we are of the opinion that such pro- ceedings and proofs show lawful authority for the issuance and sale of the Bonds pursuant to the Constitution and other laws of the State of Florida, including the Charter of the City, that the Bonds constitute valid and binding general obligations of the City for the payment of which and the interest on which the full faith, credit and taxing power of the City are irrevocably pledged, and that all the taxable property within the City (excluding homesteads to the extent provided under applicable law) is subject to the levy of an ad valorem tax, without limitation as to rate or amount, for the payment of the Bonds and the interest thereon. On December 17, 1985, the United States House of Representa- tives adopted H.R. 3838, 99th Congress, 1st Session with an effective date of January 1, 1986. H.R. 3838 includes provisions which would apply to the Bonds retroactive to their date of issue. The Bonds do not comply with the provisions of H.R. 3838 and interest on the Bonds therefore would not be exempt from Federal income taxation if H.R. 3838 is enacted in the form adopted by the House of Representatives. However, in a Joint Statement on March 14, 1986, the Chair- men and ranking members of the House Ways and Means Committee and Senate Finance Committee and the Secretary of the Treasury agreed to endorse a postponement of the effective dates of certain pro- visions of H.R. 3838 for certain governmental bonds issued before September 1, 1986 or the date of enactment of tax reform legisla- tion, if earlier. In our opinion, the Bonds are governmental bonds for which the Joint Statement endorses a postponement of the effective dates of certain provisions of H.R. 3838 and inter- est on the Bonds would be exempt from Federal income taxation under H.R. 3838 as adopted by the House of Representatives with effective dates amended to conform with the Joint Statement, ti • ' . The City Commission of the City of Miami Beach , 1986 Page 3 except that under H.R. 3838 interest on the Bonds may be subject to a minimum tax for taxable years beginning after 1987 during any period when such Bonds are held by property and casualty insurance companies. On June 24, 1986, the Senate adopted a tax reform bill in the form of a substitute version of H.R. 3838. The Senate bill includes provisions affecting tax-exempt bonds, but generally would not apply to bonds issued prior to the date of enactment. In our opinion, interest on the Bonds would be exempt from Federal income taxation under the Senate bill as adopted on June 24, 1986, except that under the Senate bill interest on Bonds may be subject to an alternative minimum tax during any period when such Bonds are held by corporations. We express no opinion as to the exemption of interest on the Bonds from Federal income taxation if tax legislation is enacted in a form which differs from H.R. 3838, as adopted by the House of Representatives with effective dates amended to conform with the Joint Statement, or the Senate bill as adopted on June 24, 1986. It is to be understood that the rights of the holders of the Bonds and the enforceability thereof may be subject to bank- ruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors ' rights heretofore or hereafter enacted, to the extent constitutionally applicable, and that their enforcement may also be subject to the exercise of judicial dis- cretion in appropriate cases. Respectfully submitted, s= . RESOLUTION NO. 86-18514 RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF NOT EXCEEDING $65,000,000 GENERAL OBLIGA- TION REFUNDING BONDS, SERIES 1986 OF THE CITY OF MIAMI BEACH, FLORIDA AND ESTABLISH- ING THE MAXIMUM MATURITIES AND INTEREST RATES ON THE SAID BONDS; FINDING THAT A NEGOTIATED SALE, OF THE BONDS IS IN THE BEST INTEREST OF THE CITY; APPROVING THE FORM AND THE EXECUTION OF A PURCHASE CONTRACT TO EFFECT THE NEGOTIATED SALE. OF SUCH BONDS; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT; AUTHORIZING THE APPOINTMENT OF THE ESCROW AGENT, BOND REGISTRAR AND PAYING AGENT; AUTHORIZING OTHER REQUIRED ACTIONS, IN- CLUDING OBTAINING MUNICIPAL BOND INSURANCE; DESIGNATING THE AUTHORIZED OFFICERS OF THE CITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission (the "Commission") of the City of Miami Beach, Florida (the "City") , has heretofore authorized by Resolution No. 86-18489 (the "Authorizing Resolution") on June 18, 1986, the issuance of not in excess of $65, 000,000 General Obligation Refunding Bonds, Series 1986 (the "Bonds") for the purpose of advance refunding its $24, 000,000 City of Miami Beach, Florida Public Improvement Bonds (Series 1983) , its $22,000,000 City of Miami Beach, Florida, General Obligation Bonds (Theater of Performing Arts Project) Series 1984 and its $9, 800,000 City of Miami Beach, Florida, General Obligation Bonds (South Pointe Redevelopment Project) Series 1984 (collectively, the "Prior Bonds") ; and WHEREAS, the City Commission deems it in the best interest of the City that said Bonds be sold through a negotiated sale at the purchase price stated in the Bond Purchase Contract attached hereto as Exhibit A (the "Purchase Contract") ; WHEREAS, Smith Barney, Harris Upham & Co. Incorporated, Bear Stearns & Co. Inc. , L.F. Rothschild, Unterberg, Towbin, Inc. , and Prudential-Bache Securities Inc. (the "Underwriters") , have offered to purchase said Bonds as provided in the Purchase Contract; and WHEREAS, in connection with the refunding, it is necessary to designate the Escrow Agent, Bond Registrar and Paying Agent for the Bonds; NOW, THEREFORE, BE IT RESOLVED by the City Commission of Miami Beach, Florida as follows: 4 SECTION 1. This• Resolution is adopted pursuant to Chapter 166, Florida Statutes, and other applicable provisions of law. SECTION 2. All capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Author- izing Resolution or in such other documents as may be referred to herein if the context so requires. The term "Authorized Officer" for purposes of this Resolution shall include the Mayor or Vice Mayor, the City Manager and the Director of Finance of the City, and with respect to attestation of the seal of the City and the making of certificates of matters which are set forth in the official records of the City, the City Clerk. SECTION 3. The Bonds shall mature in the amounts and at the times not exceeding 30 years, shall bear interest at such rates which result in a net average interest cost rate on the Bonds that is lower than the net average interest cost rate on the Prior Bonds, shall be redeemable at the redemption prices and upon the terms and shall have all of the other characteristics set forth in Exhibit A of the Purchase Contract. The Mayor or Vice Mayor of the City is hereby authorized to approve the final terms of the Bonds, asset forth in Exhibit A of the Purchase Contract, subject to the restrictions set forth in this Resolution, without need of further authorization of the Commission and such approval shall in all respects be binding on the City. The form of the Bonds and the provisions for numbering, signatures, authentication and payment of the Bonds shall be as set forth in the Authorizing Resolution. SECTION 4. The City hereby finds, ascertains, determines and declares that a negotiated sale of the Bonds is in the best interests of the City and is necessary on the basis of the fol- lowing reasons, as to which specific findings are hereby made: the complex character of the issuance of the Bonds requires lengthy and detailed structuring which could be unreasonably restricted by the lack the flexibility of bidders at competitive sale; and prevailing market conditions have resulted in rapidly changing and broadly varying interest rates, the negative effects of which on the issuance of the Bonds will be minimized by a negotiated sale. The negotiated sale of the Bonds to the Underwriters is hereby approved at a purchase price of not less than 98% of the initial purchase price of the Bonds by the public, plus accrued interest from August 1, 1986 to the date of delivery of the Bonds. The Mayor or Vice Mayor is hereby authorized to approve the final purchase price of the Bonds, as set forth in the Purchase Contract, subject to the restrictions set forth in this Resolution, without need of further authorization of the Commission and such approval shall in all respects be binding on the City. The Bonds shall be sold to the Underwriters upon the terms and conditions set forth in the Purchase Contract attached hereto as Exhibit A, •and the Mayor or Vice Mayor is hereby - 2 - 'WV/ authorized to execute the same with such changes, insertions and omissions as he shall approve, such execution being conclusive as to the approval of such changes, insertions and omissions. It is contemplated that the Purchase Contract will be executed after the date of adoption of this Resolution, subject to the provisions thereof and the parameters set forth herein, by the Underwriters. In compliance with the requirements of F.S. §218. 385 (4) , a disclosure statement shall be provided to the City upon the sale of the Bonds. SECTION 5. The Preliminary Official Statement (the "Preli- minary Official Statement") in substantially the form attached hereto as Exhibit B, is hereby approved, and the City hereby approves the use by the Underwriters in connection with the offering and sale of the Bonds of the Preliminary Official Statement and of an Official Statement in substantially the form of the Preliminary Official Statement, with such revisions as shall hereafter be approved by the Mayor or Vice Mayor. The Commission hereby further approves the use by the Underwriters of any supplement or amendment to the Official Statement which is necessary so that the Official Statement does not include any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements therein not mis- leading. The Mayor or Vice Mayor is hereby authorized and directed to execute an Official Statement, and any amendment or supplement thereto, and thereupon to cause the Official Statement and any such amendment or supplement to be delivered to the Underwriters. Approval of the Mayor or Vice Mayor of changes, insertions and omissions to the form of the Preliminary Official Statement and the Official Statement shall be conclusively evidenced by his execution and delivery thereof. SECTION 6. The proposal submitted by the Underwriters, in the form of the Purchase Contract, presented at this meeting, a copy of which is attached hereto as Exhibit A to this Resolution, offering to purchase the Bonds at an aggregate purchase price of not less than 98% of the initial purchase price of the Bonds by the public, plus accrued interest from August 1, 1986, to the date of delivery of said Bonds, is hereby accepted and said Bonds are hereby awarded to the Underwriters at said price orany greater price upon the terms and conditions set forth in said Purchase Contract. The Authorized Officers are hereby authorized and directed, in the name of and on behalf of the City, to execute and deliver said Purchase Contract in the form presented to this meeting, with such changes, insertions and omissions as may be approved by the persons executing said Purchase Contract, the execution of said Purchase Contract to be conclusive evidence of the approval of any such changes, insertions and omissions. SECTION 7. Chemical Bank, New York, New York is hereby appointed to serve as Escrow Agent under the Escrow Deposit Agreement, approved in form by the Commission in the Authorizing Resolution. The Authorized Officers are hereby authorized to - 3 - • execute and deliver the Escrow Deposit Agreement on behalf of the. City, their execution of said Escrow Deposit Agreement to be conclusive evidence of the approval of such changes, insertions and omissions thereto (which may include changes in dollar amounts) , and such Authorized Officers are hereby authorized to affix and attest to the seal of the City on the Escrow Deposit Agreement. The appointment of Chemical Bank as Escrow Agent under the Escrow Deposit Agreement is hereby approved. SECTION 8. As Escrow Agent, Chemical Bank, shall apply the proceeds of the Bonds to be used torefund the Prior Bonds, in accordance with the Escrow Deposit Agreement. The Escrow Agent and the Paying Agent, appointed in Section 10 of this Resolution, are hereby irrevocably entrusted to apply amounts deposited under the Escrow Deposit Agreement to redeem or pay at maturity the Prior Bonds in accordance with the terms of the Escrow Deposit Agreement. Upon the execution of the Escrow Deposit Agreement and the deposit of all funds required to be deposited thereunder, the Prior Bonds shall no longer be outstanding. SECTION 9. Southeast Bank, Orlando, Florida is hereby appointed to serve as Bond Registrar and Paying Agent under this Resolution. SECTION 10. The Authorized Officers and the officers and agents of the Escrow Agent, Bond Registrar and Paying Agent are hereby authorized and directed to do all acts and things required of them by the provisions of the Authorizing Resolution, this Resolution, the Purchase Contract, and the Escrow Deposit Agree- ment for the full, punctual and complete performance of all the terms, covenants, provisions and agreements contained in the Bonds, the Authorizing Resolution, this Resolution, the Purchase Contract and the Escrow Deposit Agreement and also to do all acts and things required of them by the provisions of this Resolution. SECTION 11. If the cost of a municipal bond insurance' policy premium is less than the present value debt service savings resulting from the difference between the debt service on the Bonds with insurance and the estimated debt service on the Bonds without insurance, then the Mayor or Vice Mayor may approve the obtaining of a municipal bond insurance policy payable from bond proceeds. SECTION 12. Except as herein otherwise expressly provided, nothing in this Resolution or in the Authorizing Resolution, expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the City and the holders of the Bonds issued under the provisions of this Resolution and the Authorizing Resolution, any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof or the Authorizing Resolution or any provision thereof; this Resolution and the Authorizing Resolution and all of its provisions being intended to be and being for the - 4 - sole and exclusive benefit of the City and the holders from time to time of the Bonds issued under the provisions of this Reso- lution and the Authorizing Resolution. SECTION 13. If any section, paragraph, clause or provision of this Resolution or of the Authorizing Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any remaining provisions of this Resolution or of the Authorizing Resolution, but this Resolution and the Authorizing Resolution shall be construed and enforced as if such illegal or invalid provision or provisions had not been contained therein. SECTION 14. The Mayor or Vice Mayor of the City and any other proper officials of the City are hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transaction contemplated by this Resolution, the Authorizing Resolution and the other documents identified herein. SECTION 15. All resolutions, or parts of resolutions or other proceedings of the City in conflict herewith shall be and are repealed insofar as such conflicts exist. SECTION 16. This Resolution shall take effect immediately upon its adoption in the manner provided by law. PASSED AND ADOPTED this 23rd day of July , 1986. CITY OF MIAMI BEACH, FLORIDA (SEAL) par-16j Mayor ATTEST: fgett-rue.9-ii ( t ) City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY City Attorney • - 5 - ��3 CITY OF MIAMI BEACH, FLORIDA GENERAL OBLIGATION REFUNDING BONDS SERIES 1986 BOND PURCHASE CONTRACT , 1986 To: The Board of City Commissioners of City of Miami Beach, Florida City of Miami Beach, Florida The Undersigned, Smith Barney, Harris Upham & Co. Incorpo- rated (the "Manager" ) , acting for and on behalf of ourselves and the dealers named in the list attached hereto marked "Exhibit A, " as said list may from time to time be changed by us at or prior to the Closing hereinafter mentioned (the Manager and said . dealers being herein collectively called the "Underwriters" ) , hereby offer to enter into this Bond Purchase Contract ( the "Bond Purchase Contract" ) with you (the "City" ) for the purchase by the Underwriters and sale by the City of your bonds specified below. This offer is made subject to acceptance -by.. the..:.City. prior to 10 :00 p.m. , City of Miami Beach time, on the date hereof, and upon such acceptance of this Bond Purchase Contract shall be in full force and effect in accordance with its terms, binding upon both the City and the Underwriters. We shall not be obligated to advise you of any changes that from time to time may be made in the Underwriters listed in Exhibit "A" . 1. Purchase of Bonds. Upon the terms and conditions and upon the basis of the representations 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 principal amount set forth above of City of Miami Beach, Florida, General Obligation Refunding Bonds, Series 1986 (the "Bonds" ) , dated as of 1, 1986 (the Bonds being more fully described in the Official Statement hereinafter mentioned) at the purchase price of $ plus interest accrued thereon from 1, 1986 to the Date of Closing referred to in Section 5 hereof, at which time all the Bonds shall be delivered to the Underwriters, subject to the terms and conditions herein. The Bonds shall bear interest at the rates per annum, shall be payable at such times and shall mature at the times and in the amounts, and are subject to redemption, all as set forth on Exhibit "B" attached hereto and shall be issued pursuant to and under the authority of the Charter of the City and Chapters 132 , as amended, and 166, as amended, Florida Statutes, and other applicable provisions of law, and Resolution No. 86-18489 duly adopted by the Board of City Commissioners on June 18, 1986 [as amended and supplemented to the date hereof] (hereinafter called the "Resolution" ) . The Underwriters agree to make a public offering of the Bonds at the initial offering price set forth in the Official Statement; however, the Underwriters reserve the • right to make concessions to dealers and to change such initial offering price to the public as the Underwriters shall deem necessary in connection with the marketing of the Bonds. 2 . The Bonds. The Bonds constitute valid and binding general obligations of the City for the payment of which and the interest thereon the full faith, credit and taxing power of the City are irrevocably pledged and all taxable real and personal property within the City (excluding homesteads to the extent provided under applicable law) is subject to the levy of an ad valorem tax without limitation as to rate or amount, for the payment of the Bonds and the interest thereon. The Bonds are being issued to provide funds, which together with other available funds of the City, will be used to purchase a portfolio of Federal Securities as defined in the Official Statement ( i) to advance refund the City' s outstanding City of Miami Beach, Florida, Public Improvement Bonds (Series 1983) , issued in the original aggregate principal amount of $24,000,000; (ii) to . advance refund the outstanding City of Miami Beach, Florida, General Obligation Bonds (Theater of Performing Arts Project) Series 1984, issued. in the original aggregate principal amount of $22,000, 000; (iii) to advance refund the City of Miami Beach, Florida, General Obligation Bonds (South . Pointe Redevelopment Project) Series 1984, issued in the original aggregate principal amount of $9 ,800,000; ( iv) to pay capitalized interest on the Bonds; and (v) to pay the costs of issuance related to the Bonds. 3. Official Statement. You shall cause to be delivered to us, simultaneously with your acceptance hereof, two copies of your Official Statement substantially in the form ' of the Preliminary Official Statement, dated , 1986 ( the "Preliminary Official Statement" ) with only such changes. therein as shall have been accepted by us (such Official Statement, including the cover page and all exhibits, appendices, reports and statements included therein or attached thereto being herein referred to as the "Official Statement" ) , each signed on your behalf by the Mayor or Vice Mayor and the City Manager. The City hereby authorizes the Underwriters to use and distribute the Official Statement, the Resolution and this Bond Purchase Contract and all information contained therein, and all other documents, certificates and statements furnished by the City to the Underwriters in connection with the transactions contemplated by this Contract,, and ratifies its consent to the distribution and use of the Preliminary Official Statement, in accordance with applicable law, in connection with the public offering and sale of the Bonds. -2- 4. Good Faith Check. We herewith deliver to you a good faith check payable to your order in the amount of one percent (1%) of the aggregate principal amount of the Bonds which you agree to hold uncashed as security for the performance by the Underwriters of their obligation to accept and pay for the Bonds at the Closing in accordance with the provisions of this Bond Purchase Contract. Concurrently with the delivery of and payment for the Bonds at the Closing, such good faith check will be returned to the Underwriters. In the event the City does not accept this offer, or upon its failure to deliver the Bonds at the Closing, or if it shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Bond Purchase Contract, or if such obligations shall be terminated for any reason permitted by this Bond Purchase Contract, such good faith check shall be immediately returned to the Manager. In the event the Underwriters fail (other than for a reason permitted under this Bond Purchase Contract) to accept and pay for the Bonds at the Closing, the good faith check may be cashed by you as and for full liquidated damages for such failure 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. 5. The Closing. At 10:00 a.m. , City of Miami Beach time, on , 1986, or at such earlier or later time as shall be agreed upon by the Underwriters and the City (such time and date being herein referred to as the "Closing" ) , you will deliver, or cause to be delivered to us, at. a location to be designated by the Underwriters, in New York, New York, or such other location as shall be agreed upon by the Underwriters and the City, the Bonds in definitive form (all Bonds being printed or lithographed on steel engraved borders and bearing CUSIP numbers) , duly executed by the City and authenticated by the Registrar, and the other documents herein mentioned; and the Underwriters will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (1) hereof, in immediately available funds. The City may deliver Bonds at Closing in temporary form at the sole option of the Underwriter and the City shall thereafter deliver Bonds in definitive form but in any event not later than 10 days after Closing. The Bonds shall be made available to the _Underwriters at the location specified by the Underwriters not later than one business day before- the Closing for the purposes of inspection and packaging. The Bonds shall be issued initially in fully registered form in the denominations of $5,000 or integral multiples thereof and registered in such names as the Underwriters shall request by written notice not later than two business days prior to the Closing. 6. Representations, Warranties and Agreements of the City. The City hereby represents, warrants to and agrees with the Underwriters that: -3- • a. The City. has, and at the Closing Date will have, full legal right, power and authority ( i) to enter into this Bond Purchase Contract, (ii) to adopt the Resolution, (iii) to issue, sell and deliver the Bonds to the Underwriters pursuant to the Resolution as provided herein, (iv) to enter into the. Escrow Deposit Agreement, and (v) to carry out, give effect to and consummate the transactions contemplated by this Bond Purchase Contract, the Resolution, • the Escrow Deposit Agreement, and the Official Statement; b. The City has complied, and will at the Closing be in compliance in all respects with applicable law and the Resolution; c. The City has duly and validly adopted the Resolution, has duly authorized and approved the execution and delivery of the Bonds, this Bond Purchase Contract, the Escrow Deposit Agreement, and the Official Statement and has duly authorized and approved the performance by the City of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by each of said documents, the Bonds, the Escrow Deposit Agreement and the Resolution; and this Bond. Purchase Contract will constitute the valid, legal and binding obligation of the City enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws limiting creditors ' rights generally, and the Resolution will be in full, force and effect; d. The City is not in breach of or in default under any constitutional provision, applicable law or administrative rule or regulation of the State of Florida, the United States, or of any department, division, agency or instrumentality of either thereof or any applicable court or administrative decree or order, or any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the City is a party or to which the City is otherwise subject or bound which in any material way, directly or indirectly, affects the issuance of the Bonds or the validity thereof, the validity or adoption of the Resolution or the execution and delivery of the Bonds, the Escrow Deposit Agreement, this Bond Purchase Contract or the other instruments contemplated by the issuance of the Bonds to which the City is or will be a party, and compliance with the. provisions of each thereof, will not conflict with or constitute a breach of or default under any constitutional provision, applicable law or administrative rule or regulation of the State of Florida, the United States, or of any department, division, agency or instrumentality of either thereof; e. All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, legislative. body, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the due -4- • performance by the City of its obligations under the Resolution, the Bonds, the Escrow Deposit Agreement, and this Bond Purchase Contract have been obtained and are in full force and effect, except that the City is not responsible for such approvals., consents and orders as may be required under the "Blue Sky" or securities laws of any state in connection with the offering and sale of the Bonds; f. The Bonds and the Resolution conform to the description thereof contained in the Official Statement, and the Bonds, when delivered in accordance with the Resolution and paid for by the Underwriters at the Closing as provided herein, will be validly issued and outstanding general obligations of the City entitled to all the benefits and security of the Resolution; g. The Official Statement is, and (as supplemented with the approval of the Underwriters, if the Official Statement shall have been supplemented) will be, as of the Closing Date, true, correct and complete in all material respects and does not, and will not as of the Closing 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 light of the circumstances under which they were made, not misleading; h. The Resolution creates a legally valid and binding pledge of the full faith and credit of the City, to the timely payment of the principal of, premium, if any, and interest on the Bonds as the same shall be due and payable; i . Except as described in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to the knowledge of the City, threatened in any way affecting the existence of the City or the titles of its officers to their respective offices, or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Resolution, or the collection or application of the funds or the pledge of the full faith and credit of the city, or in any way contesting or affecting the validity or enforceability of the Bonds, the Escrow Deposit Agreement , the Resolution, this Bond Purchase Contract, or any action of the City contemplated by any of said documents or in any way contesting the completeness or accuracy of the Official Statement or the powers of the City or its authority with respect to the Bonds, the adoption of the Resolution, or the execution and delivery of this Bond Purchase Contract, or any action of the City contemplated by any of said documents, or which would adversely affect the exemption of interest paid on the Bonds from Federal income taxation, nor to the knowledge of the City, is there any basis therefor; -5- j . 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 qualify the 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 as the Underwriters may designate; provided, however, that the City shall not be required to consent to service of process or to qualify to do business in other jurisdictions; k. The audited financial statements of the City for the period ended , 19 , delivered to the Underwriters and contained in the Official Statement fairly present the financial position of the City as of the dates indicated and the result of its operations for the periods specified, and such financial statements have been prepared in conformity with generally accepted accounting principles . consistently applied during the periods involved, except as otherwise expressly stated in the notes thereto; 1. The City will apply the proceeds of the Bonds in accordance with the Resolution, the Escrow Deposit Agreement, and as contemplated by the Official Statement; m. The City will at all times engage a transfer agent for the Bonds who is registered as such with the Securities and Exchange Commission (SEC) or who agrees to comply with the SEC' s transfer. turn-around standards; and n. Any certificate signed by the Mayor or Vice Mayor or other Authorized Officer (as defined in the Resolution) or individual of the City shall be deemed a representation and warranty by the City to the Underwriters as to the statements made therein. 7. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to accept delivery of and pay for the Bonds at the Closing shall be subject, at the option of the Underwriters, to the accuracy in all material respects of the representations and warranties on the part of the City contained herein as of the date hereof and as of the Closing, to the accuracy in all material respects of the statements of• the officers and otherofficials of the City made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City of its obligations to be performed hereunder at or prior to the Closing and to the following additional conditions: a. At the Closing, the Resolution shall have been duly adopted, shall be in full force and effect, and shall not have been repealed, amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and -6 by this Bond Purchase Contract, all such actions as, in the opinion of Greenberg, Traurig, • Askew,. . Hoffman, Lipoff, Rosen & • Quentel, P.A. , Miami, Florida ( "Bond Counsel" ) , shall be necessary and appropriate; b. At the Closing, the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriters; c.. Between the date hereof and the Closing, the market price or. marketability of the Bonds, at the initial offering prices set forth in the Official Statement, shall not have been materially adversely affected, in the sole judgment of the Underwriters, by reason of any of the following: (1) legislation enacted by or introduced in Congress or recommended for passage by any member of the House of Representatives or the U.S. Senate or by the President of the United States (other than H.R. 3838 [the "Tax-Reform Act" ] as passed by the United States House of Representatives on December 17, 1985, and as amended by the U.S. Senate on June 24 , 1986, in. the form approved by the U.S. Senate [assuming Congress confirms in the final passage of the Tax-Reform Act the Joint Statement of the Chairman and Ranking Members of the United States House of Representatives Committee on Ways and Means and the United States Senate Committee on Finance, and the Secretary of the Treasury, dated March 14, 1986] ) , or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation or official statement (final, temporary or proposed) issued or made ( i) by or on behalf of the Treasury Department of the United States or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing Federal income taxation upon such interest as would be received by the holders of the Bonds, or ( ii) by or on behalf, of the Securities and Exchange Commission, or any governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds are not exempt from the registration requirements of the Securities Act of 1933 or that the Resolution is not exempt from qualification under, or other requirements of,. the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of the Bonds or obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement, otherwise is or would be in violation of the Federal securities laws as amended and then in effect; ( 2) the declaration of war .. or engagement in major hostilities by the United States or the occurrence of any other national emergency or calamity relating to the effective operation of the government of or the financial community in the United States; -7- ( 3) the declaration of a general banking moratorium by federal, New York or. Florida authorities, or the general suspension of trading on any national securities exchange; (4) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or to the net capital requirements, of, underwriters; (5) the withdrawal or downgrading of any rating of the Bonds or of any other securities of the City by a national rating agency; ( 6) any amendment to the Federal or Florida Constitution or action by any Federal or Florida court, legislative body, regulatory body, or other authority materially adversely affecting (i) the validity or enforceability of this Bond Purchase Contract, the Bonds, the Escrow Deposit Agreement or the Resolution or (ii) the ability of the City to meet its covenants under the Resolution; (7) subsequent to the respective dates as of which information is given in the Official Statement, except as contemplated in the Official Statement, any materially adverse change in the financial position of the City; or (8) any event occurring, or information becoming known, which, in the judgment of the Underwriters, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official. Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (d) At or prior to the Closing, the Underwriters shall have received two counterpart originals of the following documents, in each case satisfactory in form and substance to the Underwriters: (1) The Official Statement, executed on behalf of the City by the Mayor or Vice Mayor and the City Clerk; ( 2) The Resolution certified by the City Administrator to be a true, correct and complete copy of the one duly adopted or authorized by the City, which has not been amended, modified or .rescinded since the date of this Bond Purchase Contract and which is in full force and effect as of the Closing; -8- ( 3) An -unqualified approving opinion of Bond Counsel, dated the date of Closing and addressed to the City, in substantially the form set forth as Appendix "D" to the Official Statement; ( 4) An opinion of Bond Counsel, dated the date of Closing and addressed to. the Underwriters, to the effect that the Underwriters may rely upon the approving opinion as if such opinion were addressed to the Underwriters and that ( i) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939 , as amended; ( ii) the Resolution and the Bonds conform to the descriptions thereof contained in the Official Statement, and the statements contained in the Official Statement insofar as such statements purport to summarize certain provisions of the Resolution, the Bonds and the opinion of Bond Counsel, present a fair and accurate summary of such provisions; and (iii) without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the . statements contained in the Official Statement, nothing has come to bond counsel ' s attention that would lead them to believe that the information contained under the captions of the Official Statement, as of its date and as of the Closing Date, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; ( 5) An opinion of the City Attorney or Assistant City Attorney, dated the Closing Date and addressed to the City, Bond Counsel and the Underwriters, to the effect that ( i) the City is validly existing under the laws of the State of Florida and has full legal right, power and authority (a) to enter into this Bond Purchase Contract and the Escrow Deposit Agreement and to adopt the Resolution, (b) to issue, sell and deliver the Bonds to the Underwriters as provided in this Bond Purchase Contract, (c) to pledge the full faith and credit of the City as set forth in the Resolution, and (d) to carry out, give effect to and consummate the transactions contemplated by this Bond Purchase Contract, the Escrow Deposit Agreement, the Official Statement and the Bonds; the Resolution, the Escrow Deposit Agreement and this Bond Purchase Contract constitute legal, valid, and binding obligations of the City enforceable in accordance with the terms thereof, subject to the provisions of bankruptcy or other similar laws affecting creditors ' rights generally; (ii) the City is not in breach of or default under , and compliance with the provisions of the Bonds, the Escrow Deposit Agreement, the Resolution, this Bond Purchase Contract, or the other instruments contemplated by - any of such documents to which the City is a party, will not conflict with or constitute a breach of or a default under, any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States or of any -9- • department, division, agency or instrumentality of either thereof, or any applicable court or administrative decree or order or any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, whichin any material way, directly or indirectly, affects the issuance of the Bonds or the validity thereof, the validity or adoption of the Resolution or the execution and delivery of the Bonds, the Escrow Deposit Agreement, this Bond Purchase Contract or the other instruments contemplated by any of such documents to which the City is a party or to which the City is otherwise subject; (iii) all approvals, consents, authorizations, elections and orders of or filings or registration with any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations under this Bond Purchase Contract, the Escrow Deposit Agreement, the Resolution and the Bonds have been duly obtained and are in full force and effect, except for such approvals, consents and orders as may be required under the "Blue Sky" or securities laws of any state in connection with the offering and sale of the Bonds; ( iv) except as described in the Official Statement, there is no action, suit, proceeding, inquiry . . or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to his or her knowledge, threatened in any way affecting the existence of the City, of the titles of its officers to their respective offices, or seeking to prohibit, restrain or ;enjoin the issuance, sale or delivery of the Bonds or the collection or application of ad valorem tax revenues pursuant to the Resolution, or in any way contesting or affecting the validity or enforceability of the Bonds, the Escrow Deposit Agreement, the Resolution, this Bond Purchase Contract, or any action of the City contemplated by any of said documents, or contesting in any way the completeness or accuracy of the Official Statement or contesting the powers of the City or its authority with respect to the Bonds, the adoption of the Resolution, or the execution and delivery of the Bond Purchase Contract, or the execution and delivery of the Escrow Deposit Agreement or any action of the City contemplated by any of said documents, or which to his or her knowledgewould adversely affect the exemption of interest to be paid on the Bonds from Federal income taxation, nor to his or her knowledge, is there any basis therefor; (v) based upon his or her participation in the preparation of the Official Statement; and, without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of statements contained in the Official Statement, he or she does not believe the Official Statement as of its date and as of the Closing contains any untrue statement of a material fact or omitted 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; -10- ( 6) A certificate, dated the Closing Date and signed by the Mayor to the effect that ( i) to the best knowledge of such officials, the representations and warranties of the City contained herein are true and correct in all material respects on and as of the Closing with the same effect as if made on the Closing Date; ( ii) to the best knowledge of such officials, no event has occurred since the date of the Official Statement which should be disclosed in . the Official Statement for the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the City has complied with all the agreements and satisfied all its requirements under this Bond Purchase Contract or otherwise at or prior to the Closing; (7) Letter, addressed to the Underwriters from , independent certified public accountants, in ', form and content acceptable to the Underwriters, dated the date of Closing, to the effect that ( i) with respect to the City they are independent certified public accountants; (ii) they have performed procedures (but not an examination in accordance with generally accepted auditing standards) consisting of:1 (A) reading of minutes of meeting of . the Board of City Commissioners of the City as set forth in the City' s minute book through a specified date not more than five days prior to the date ; of the Closing; and (B) reading the audited financial statements of the City dated as of 19 , and the latest available unaudited:. financial records relating to collections of, revenues through a specified date; and (C) making inquiries of those officials and administrative personnel of the City whoi have responsibility for financial and accounting matters regarding the specific items for which representations are requested below; and (iii) on the basis of such procedures: (A) nothing has come to their attention which would cause them to believe that the collection of revenues after , 19 las set forth in the Official Statement are inaccurate; and (B) nothing has come to their attention that causes them to believe that as of the date of their latest inquiry, being a date not earlier than five days prior to the date of this Bond PurchaseContract or to the date of the Closing (as applicable) , there was any material adverse change in the financial condition of th'e City, as compared to the financial condition shown in the , 19 , audited financial statements included in the !Official Statement; (8) A non-arbitrage certificate in substance and form satisfactory to Bond Counsel; (9) Evidencesatisfactory to the Underwriters that no action has been taken ori threatened to withhold the ratings of Moody' s or Standard & Podr ' s Corporation as set forth in. the Official Statement; -11- ' I (10) A letter of dated the date of Closing, verifying as k)f the date thereof, the mathematical accuracy of the computations made by the Underwriters of the adequacy of maturing principal and interest earned on the Federal Securities (as defined' in the Escrow Deposit Agreement) to provide for the payment of the principal of and interest on the Bonds to and including I and to redeem on that [ those] date[s] all then outstanding Bonds maturing on or after i , and the computations made by the Underwriter supporting the conclusion by Bond Counsel that the Bonds are not "arbitrage bonds" under Section 103(c) of the Internal Revenue Code, as amended. [ (11) A policy of Bond Insurance issued by insuring the payment of all principal of and interest on the Bonds as' the same shall become due. ] (12) Evidence satisfactory to Bond Counsel and the Underwriters that the Bonds are in compliance with Chapter 132, as amended, Florida Statutes. (13) An opinion of counsel to the Underwriters to the effect that: (i) no facts have come to their attention which would lead them to believe that the Official Statement (apart from the financial and statistical data contained therein or attached thereto as to which they need not express any opinion or belief) contained as of this date or contained as of the date of Closing any untrue statement or a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933 and the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended. (14) An opinion of counsel to the Escrow Agent satisfactory in form and substance to the Underwriters . (15) Such additional legal opinions, certificates, instruments and other documents as the Underwriters may reasonably request to evidence the truth and accuracy as of the date hereof- and a$ of the Closing, of the City' s representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City in connection with the transactions contemplated hereby and by the Resolution and the Official Statement. If any of the conditions to the obligations of the Underwriters contained .in this section or elsewhere in this Bond Purchase Contract shall not have been satisfied when and as required herein, all obligations of the Underwriters hereunder -12- may be terminated by the Underwriters at, or atany time prior to, the Closing by written notice to the City. 8. Expenses. The Underwriters shall be under no obligation to pay, and the City shall pay, any expense incident to the performance of the City' s obligations hereunder including, but not limited to: (a) the cost of the preparation and printing of the Bonds; (b) the fees and disbursements of Bond Counsel and the City Attorney; (c) the fees and disbursements of the City' s certified public accountants; (d) the fees and disbursements of any engineers, accountants, and other experts, consultants or advisors retained by the City; (e) fees for bond ratings; (f) the fees and expenses of the Registrar, the Paying Agent and of their respective counsel; and (g) the costs of preparing, printing and delivering a reasonable number of the Official Statement in preliminary and final form and any supplements or amendments thereto. The Underwriters shall pay the costs of preparing this Bond Purchase Contract, the Agreement Among Underwriters, costs of preparation (but not printing or distribution) of the Blue Sky Memorandum and Legal Investment Memorandum, filing fees for registration of the Bonds in certain jurisdictions where necessary and fees and expenses of its counsel. 9 . Notices. Any notice or other communication to be given to the City under this Bond Purchase Contract may be given by delivering the same in writing to the City at the address set forth above, Attention: Finance Director, and any notice or other communication to be given to the Underwriters under this Bond Purchase Contract may be given by delivering the same in writing to the Underwriters at Smith Barney, Harris Upham & Co. Incorporated, , Attention: Mr. Worth Blackwell. 10. Parties in Interest . This Bond Purchase Contract is made solely for the benefit of the City and the Underwriters (including successors or assigns of any Underwriters) and no other person shall acquire or have any right hereunder or by virtue hereof. 11. Absence of Personal Liability. No member of the City Commission or any employee, agent or attorney for the City shall be liable individually or personally for any obligation of this Purchase Contract. 12. Applicable Law. This Bond Purchase Contract shall be governed and construed in accordance with the laws of the State • of Florida, including all matters of interpretation, construction, performance and remedies. 13 . Survival of Representations and Warranties. The representations and warranties of the City, set forth or made pursuant to this Bond Purchase Contract, shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Bond Purchase -13- Contract and regardless of any investigations or statements as to the results thereof made by or on behalf of the Underwriters and regardless of delivery of and payment for the Bonds. 12. Effective. This Bond Purchase Contract shall become effective and binding upon the respective parties hereto Upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the ,time of such acceptance. SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED on behalf of the Underwriters including the Manager By: Vice President Accepted , 1986: CITY OF MIAMI BEACH, FLORIDA By: Mayor Attest: (Deputy ) City Clerk BON/CMB-BPC -14- EXHIBIT "A" LIST OF UNDERWRITERS • BON/CMB-BPC-XA EXHIBIT "B" [TO COME] BON/CMB-BPC-XB s , , 1986 The City Commission of the City of Miami Beach Miami Beach, Florida Dear Commissioners: We have examined certified copies of the legal proceedings and the validation proceedings, Resolution No. 86-18489, Resolution No. 86- , and other resolutions of the City Commission of the City of Miami Beach, Florida (the "City" ) , as amended and supplemented (collectively, the "Resolution" ) and other proofs submitted, relative to the issuance and sale of CITY OF MIAMI BEACH, FLORIDA General Obligation Bonds, Series 1986 Dated , 1986 The City Commission of the City of Miami Beach , 1986 Page 2 maturing in such amounts and at such times, bearing interest and subject to redemption, all' as provided in the Resolution. As to questions of fact material to our opinion, we have relied upon such certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. We have also examined one of the Bonds as executed and authenticated and have assumed that all other Bonds have been similarly executed and authenticated. From such examination we are of the opinion that such pro- ceedings and proofs show lawful authority for the issuance and sale of the Bonds pursuant to the Constitution and other laws of the State of Florida, including the Charter of the City, that the Bonds constitute valid and binding general obligations of the City for the payment of which and. the interest on which the full faith, credit and taxing power of the City are irrevocably pledged, and that all the taxable property within the City (excluding homesteads to the extent provided under applicable law) is subject to the levy of an ad valorem tax, without limitation as to rate or amount, for the payment of the Bonds and the interest thereon. On December 17, 1985, the United States House of Representa- tives adopted H.R. 3838, 99th Congress, 1st Session with an effective date of January 1, 1986. H.R. 3838 includes provisions which would apply to the Bonds retroactive to their date of issue. The Bonds do not comply with the provisions of H.R. 3838 and interest on the Bonds therefore would not be exempt from Federal income taxation if H.R. 3838 is enacted in the form adopted by the House of Representatives. However, in a Joint Statement on March 14, 1986, the Chair- men and ranking members of the House Ways and Means Committee and Senate Finance Committee and the Secretary of the Treasury agreed to endorse a postponement of the effective dates of certain pro- visions of H.R. 3838 for certain governmental bonds issued before September 1, 1986 or the date of enactment of tax reform legisla- tion, if earlier. In our opinion, the Bonds are governmental bonds for which the Joint Statement endorses a postponement of the effective dates of certain provisions of H.R. 3838 and inter- est on the Bonds would be exempt from Federal income taxation under H.R. 3838 as adopted by the House of Representatives with effective dates amended to conform with the Joint Statement, The City Commission of the City of Miami Beach , 1986 Page 3 except that under H.R. 3838 interest on the Bonds may be subject to a minimum tax for taxable years beginning after 1987 during any period when such Bonds are held by property and casualty insurance companies. On June 24, 1986, the Senate adopted a tax reform bill in the form of a substitute version of H.R. 3838. The Senate bill includes provisions affecting tax-exempt bonds, but generally would not apply to bonds issued prior to the date of enactment. In our opinion, interest on the Bonds would be exempt from Federal income taxation under the Senate bill a.s adopted on Ji,;he. _. 24, 1986, except that under the Senate bill interest on Bonds may be subject to an alternative minimum tax during any period when such Bonds are held by corporations. We express no opinion as to the exemption of interest on the Bonds from Federal income taxation if tax legislation is enacted in a form which differs from H.R. 3838, as adopted by the House of Representatives with effective dates amended to conform with the Joint Statement, or the Senate bill as adopted on June 24, 1986. It is to be understood that the rights of the holders of the Bonds and the enforceability thereof may be subject to bank- ruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors ' rights heretofore or hereafter enacted, to the extent constitutionally applicable, and that their enforcement may also be subject to the exercise of judicial dis- cretion in appropriate cases. Respectfully submitted, , ORIGINAL RESOLUTION NO. 86-18514 (Authorizing the negotiated sale of not exceeding $65,000,000 General Obligation refunding bonds, series 1986 of the City o: Miami Beach, Florida and establishing the maximum maturities and interest rates on the sale of the bonds is in the best inter est of the City; approving the form and the execution of a purchase contract to al effect the negotiated sale of such bonds; approving the form of the preliminary official statement and official statement; Authorizing the appointment of the Escrow , agent, bond registar and paying agent; 41 Authorizing other required actions, inclu ing obtaining municipal bond insurance; designating the authorized officers of the City)