Bond Purchase Agreement
BOND PURCHASE AGREEMENT
$54,310,000
CITY OF MIAMI BEACH, FLORIDA
Water and Sewer Revenue Bonds
Series 2000
This Bond Purchase Agreement dated August 31, 2000 ("Bond Purchase Agreement") is
entered into by and among the following parties (hereinafter individually called a "Party") and
collectively called the "Parties"):
CITY OF MIAMI BEACH, FLORIDA, a validly existing municipal corporation in the
State of Florida (the "City"); and
J.P. MORGAN SECURITIES INC. (the "Managing Underwriter") and PAINEWEBBER
INCORPORATED and RAYMOND JAMES & ASSOCIATES, INC. (collectively with
the Managing Underwriter, the "Underwriters").
SECTION 1.1.
SECTION 1.2.
SECTION 1.3.
SECTION 1.4.
SECTION 1.5.
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Participants........,..."",..""..""..."...."".."",...""..."",....""...""....""...""",... 1
Contracts, Instruments and Documents.........................................................., 1
Legal Authorities"".."",...""..",....",....""...."",.."".."",....""...""..."",...."". 2
Events, Dates and Places ."".."".."",..""....".,...""...""...."".....",..."",.....",..3
Other Definitions""..""..""...",...""..."".."",...""...""..."",...""..."",.....""... 3
ARTICLE II
REPRESENTATIONS AND COVENANTS
SECTION 2.1. Representations and Covenants of City........................................................... 3
SECTION 3.1.
SECTION 3,2.
SECTION 3.3,
SECTION 3.4.
SECTION 4,1.
SECTION 4,2.
SECTION 4.3.
ARTICLE III
AGREEMENT TO PURCHASE SERIES 2000 BONDS
Delivery of Documents to Underwriters...................,............................,......... 8
Agreement to Sell and Purchase Series 2000 Bonds........................................ 8
Public offering of Series 2000 Bonds",..."....."".."",..""....",....""...""...,.",.. 9
Good Faith Check """'''''",,,,,,,'''''''''''''''''''',,''''',,'''''''''''''''''''''''''''..,........... 9
ARTICLE IV
CLOSING CONDITIONS
Performance of Obligations..""....",...""....",....",....""..."",..."",."",...."".... 9
Delivery of Closing Papers...""...."....",.....",....",..."",..."",...."...."",..."",. 1 0
Form of Closing Papers; Waiver of Conditions """""'"'''''''''''''''''''''''''''''''' 12
ARTICLE V
TERMINATION; PAYMENT OF EXPENSES
SECTION 5.1, Termination...........,....................................,.....,.........................,........,.......,12
SECTION 5.2, Payment of Expenses...,..........................................,.....,.......,.......... ............. 14
SECTION 6,1.
SECTION 6,2.
SECTION 6,3,
SECTION 6.4.
SECTION 6.5,
SECTION 6.6,
SECTION 6,7.
SECTION 6.8
SECTION 6.9,
ARTICLE VI
MISCELLANEOUS
Parties In Interest; Survival of Representations............................................. 14
Notices"....""..."",...""....""...""..."",...""..""..""...."...",....".....", ,...."...., 15
Amendment."".....",.....,......",.....",....""...",....",...",....,....."....",.....",....",. 15
Governing Law"""....".,...""...",..,..""...",...""..""..""..""...",.....""...",.... 15
Captions."",...""",."",....".".."".....",...""...",...",..".,..".....""...",..."",...." 15
Counterparts"""...""",..""...""....""..."",..""..""..",..",..."",..""...."...."". 15
Severability"...."",.."""..."",...""...""".""...""..""."".."..."",.."",..""..",.. 15
Rights of Managing Underwriter ..................................................................15
Effective Time of this Bond Purchase Agreement ......................................... 16
**********
EXIllBIT A Maturities, Amounts, Interest Rates and Price or Yields ............................. A-I
EXIllBIT B Opinion of Bond Counsel........................................................................... B-1
EXIllBIT C Opinion of City Attorney............................................................................ C-l
EXIllBIT D Opinion of Underwriter's Counsel.............................................................. D-I
EXIllBIT E Underwriter's Truth-in-Bonding and Disclosure Statement......................... E-l
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ARTICLE I
DEFINmONS
SECTION 1.1. Participants. In addition to the Parties, various persons and firms will
participate in the financing to which this Bond Purchase Agreement relates. Among them are
those identified below (hereinafter collectively called the "Participants"):
Arbitrage Certificate:
The certificate of the City setting forth its reasonable
expectations regarding the use of the proceeds ofthe
Series 2000 Bonds, among other matters.
Authorized Partv:
The persons duly authorized and legally empowered to
execute documents on behalf ofthe City.
Bond Counsel:
Squire, Sanders & Dempsey L.L.P., Miami, Florida
Bond Registrar and Paving
Agent:
First Union National Bank, Miami, Florida
Certified Public Accountant:
KPMG Peat Marwick
Consulting Engineers:
Camp Dresser & McKee Inc., Miami, Florida
Citv Attorney:
Murray H. Dubbin, Esq.
Citv's Governing Body:
City Commission
Financial Advisor:
Dain Rauscher Incorporated, Miami, Florida
Insurer:
Ambac Assurance Corporation
Rate Consultant:
Camp Dresser & McKee Inc., Miami, Florida
Underwriters' Counsel:
Greenberg Traurig, PA, Miami, Florida and Dennis
Scholl, PA, Coral Gables, Florida
SECTION 1.2. Contracts. Instruments and Documents. Various contracts, instruments
and documents are involved in the financing to which this Bond Purchase Agreement relates.
Among them are those identified below:
Basic Documents:
This Bond Purchase Agreement, the Continuing
Disclosure Commitment and the Insurance Agreement.
Closing Papers:
Col1ectively, the certificates, opinions, instruments and
other documents described in Section 4.2 of this Bond
Purchase Agreement.
Continuing Disclosure
Commitment
The Continuing Disclosure Commitment of the City
relating to the Series 2000 Bonds.
Financial Statements:
The audited general purpose financial statements of the
City and other information related to the Water and
Sewer Utility included in the Preliminary Official
Statement and Official Statement as Appendix D.
Insurance Agreement:
The Guaranty Agreement between the City and the
Insurer.
Insurance Policy:
The insurance policy to be issued by the Insurer
concurrently with the issuance and delivery of the Series
2000 Bonds.
Official Statement:
The Official Statement (including the Appendices
thereto), dated the date hereof, summarizing the terms
of the Series 2000 Bonds and other related matters.
Preliminary Official Statement:
The Preliminary Official Statement (including the
Appendices thereto), dated August 21, 2000
summarizing the terms of the Series 2000 Bonds and
related matters.
Series 2000 Bonds:
The City's $54,310,000 Water and Sewer Revenue
Bonds, Series 2000.
Series 2000 Reserve Policv:
The Surety Bond relating to the Reserve Account to be
issued by the Insurer concurrently with the issuance and
delivery of the Series 2000 Bonds.
SECTION 1.3. Legal Authorities. Various legal authorities are involved in the
financing to which this Bond Purchase Agreement relates. Among them are those identified
below:
Bond Resolution:
Resolution No. 95-21585 adopted by the City's
Governing Body on May 17, 1995, as supplemented by
a resolution adopted by the City's Governing Body on
July 26, 2000, as they may be further amended or
supplemented from time to time.
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Code:
The Internal Revenue Code of 1986, as amended
through and including the Closing Date and, to the
extent applicable, the regulations issued or proposed
pursu~nt thereto.
Mayor's Certificate:
The Certificate of the Mayor of the City dated the date
hereof, providing for among other matters, the fixing of
the amount of the Series 2000 Bonds and the maturities,
amortization installments, interest rates, and redemption
provisions of the Series 2000 Bonds, and fixing other
details of the Series 2000 Bonds.
SECTION 1.4. Events. Dates and Places. Various dates and places are significant in
the financing to which this Bond Purchase Agreement relates. Among them are those identified
below:
Closing:
The consummation of the transaction at which the
Series 2000 Bonds are delivered by the City to the
Underwriters, and paid for by the Underwriters,
pursuant to this Bond Purchase Agreement.
Closing Date:
September 12, 2000 or such other date as the Parties
may agree.
Closing Time:
1 :00 p.m. Eastern Time or such other time as the Parties
may agree.
Place of Closing:
Squire, Sanders & Dempsey L.L.P.
Miami Center, Suite 2900
201 South Biscayne Boulevard
Miami, Florida 33131
SECTION 1.5. Other Definitions. All capitalized terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the Bond Resolution.
ARTICLE II
REPRESENTATIONS AND COVENANTS
SECTION 2.1. Representations and Covenants of Citv. As an inducement to the other
Parties to enter into this Bond Purchase Agreement, the City makes the following representations
and covenants, each of which representations shall be true and correct on the date hereof and on
the Closing Date as if such representations were made again at the Closing Time:
(a) The City is a validly existing municipal corporation in the State of Florida.
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(b) The Bond Resolution was adopted by the City's Governing Body at
meetings duly called and held in open session upon requisite prior public notice pursuant
to the laws of the State of Florida and the standing resolutions and rules of procedure of
the City's Governing Body. The City has full right, power and authority to adopt the
Bond Resolution. On the date hereof, the Bond Resolution is, and, at the Closing it shall
be, in full force and effect, and no portions thereof have been or shall have been
supplemented, repealed, rescinded or revoked. The Bond Resolution constitutes the legal,
valid and binding obligation of the City, enforceable in accordance with its terms. The
Bond Resolution creates a lien upon and pledge of Net Revenues, and, to the extent
provided in the Bond Resolution, Impact Fees for the payment of principal and interest on
the Series 2000 Bonds.
(c) The City has full right, power and authority to enter into, execute and
deliver the Official Statement, the Basic Documents and the Series 2000 Bonds, and to
perform its obligations under the Basic Documents and as contemplated by the Official
Statement. All permits, consents or licenses, if any, and all notices to or filings necessary
to accomplish the foregoing have been obtained or made. When executed and delivered,
the Basic Documents and the Series 2000 Bonds shall constitute legal, valid and binding
obligations of the City enforceable in accordance with their respective terms and all
conditions and requirements of the Bond Resolution relating to the issuance of the Series
2000 Bonds will have been complied with or fulfilled. The Series 1995 Bonds and the
Series 2000 Bonds will be the only long-term debt of the City outstanding under the Bond
Resolution or having a lien or charge on the Net Revenues.
(d) The Authorized Party executing the Basic Documents and Official
Statement on behalf of the City is authorized for and in the name of the City to execute,
deliver and perform the obligations of the City under the Basic Documents and as
contemplated by the Official Statement and to execute, deliver, file or record such other
incidental papers, documents and instruments as shall be necessary to carry out the
intention and purposes of the Basic Documents, the Series 2000 Bonds and the Bond
Resolution. On the Closing Date the Series 2000 Bonds will be duly authenticated,
executed and delivered by the City in accordance with the Bond Resolution and will be
entitled to all the benefits and security thereof. Any certificate signed by the Authorized
Party shall be deemed a representation and covenant by the City to the Underwriters as to
the statements made therein.
(e) No authorization, approval, consent or license of any governmental body
or authority, not already obtained, is required for the valid and lawful execution and
delivery by the City of the Series 2000 Bonds, the Basic Documents, the Official
Statement and the Bond Resolution and the performance of its obligations thereunder or
as contemplated thereby; provided, however, that no representation is made concerning
compliance with the registration requirements of the federal securities laws or the
securities or Blue Sky laws of the various states.
(f) The execution and delivery by the City of the Series 2000 Bonds, the Basic
Documents, the Official Statement and the Bond Resolution and the performance by the
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City thereunder or as contemplated thereby is permitted by, and will not conflict with or
constitute a breach of or default under, any existing law, court or administrative
regulation, decree or order or any commitment, indenture, mortgage, lease, contract,
agreement or instrument to which the City is a party, or by which it or any of its properties
are bound or subject. No event has occurred which, with the lapse of time or the giving of
notice or both, would constitute an event of default (as therein defined) under any of the
Basic Documents or the Bond Resolution.
(g) The Series 2000 Bonds, the Bond Resolution, and the Water and Sewer
Utility conform to the descriptions thereof set forth in the Official Statement.
(h) There is no litigation, administrative proceeding, inquiry or investigation
pending (nor, to the knowledge of the City, is any such action threatened), at law or in
equity, or before or by any court, public board or body, which in any way affects, contests,
questions or seeks to restrain or enjoin any of the following: (i) the powers or valid
existence of the City or the titles of the members of the City's Governing Body or its other
officers to their respective offices; (ii) any of the proceedings had or actions taken leading
up to the sale, issuance and delivery of the Series 2000 Bonds or the execution, delivery or
performance of this Bond Purchase Agreement; (iii) the delivery, validity or enforceability
of the Series 2000 Bonds or any of the Basic Documents or contesting the power of the
City to consummate the transactions contemplated therein and in the Official Statement;
(iv) contesting in any way the completeness or accuracy of the Official Statement; (v)
wherein an unfavorable decision, ruling or finding would materially and adversely affect
the validity or enforceability of the Series 2000 Bonds, the Bond Resolution or the Basic
Documents; or (vi) which would have a material adverse effect upon the operations of the
Water and Sewer Utility or the City.
(i) To the knowledge of the City, the City is not on the date hereof, and will
not be on the Closing Date, in default under any instrument to which the City is subject or
by which it or its properties are or may be bound or subject, which default would (i) have
a material adverse effect on the condition of the City or the Water and Sewer Utility,
financial or otherwise (other than as disclosed in the Official Statement) or (ii) otherwise
materially affect its ability to perform its obligations under the Series 2000 Bonds, the
Basic Documents or the Bond Resolution.
G) The City has not been advised by the Commissioner, any District Director
or any other official of the Internal Revenue Service that certifications by the City with
respect to arbitrage may not be relied upon.
(k) The City shall apply the proceeds of the sale of the Series 2000 Bonds in
the manner described in the Official Statement and the Arbitrage Certificate and will not
take or omit to take any action that will in any way cause or result in the proceeds of the
sale of the Series 2000 Bonds to be applied in a manner other than as described in same.
(I) The Financial Statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis with that of the audited
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combined financial statements of the City and fairly present the financial condition and
results of the operations of the City and the Water and Sewer Utility at the dates and for
the periods indicated.
(m) There has been no material adverse change in the business, properties or
financial condition of the City and the Water and Sewer Utility from that shown in the
Financial Statements.
(n) Between the date hereof and the Closing Date (i) the City will not, without
the prior written consent of the Underwriters, issue any bonds, notes or other obligations,
(ii) the City will not incur any material liabilities, direct or contingent, other than those in
the ordinary course of business, and (iii) there will not have been any adverse change of a
material nature in the City's financial position.
(0) Appendices A and D to the Preliminary Official Statement and the Official
Statement and the statements relating to the City, the Series 2000 Bonds, including the
application of proceeds thereof, and the Bond Resolution set forth in the Preliminary
Official Statement and the Official Statement and the Appendices thereto did not on the
respective dates of the Preliminary Official Statement and the Official Statement and do
not on the date hereof, contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading. Without having
undertaken to determine independently the accuracy or completeness of the information in
the Preliminary Official Statement and Official Statement or Appendices thereto, except as
to the information noted in the preceding sentence, nothing has come to the City's
attention that would lead it to believe that the Preliminary Official Statement and Official
Statement and the Appendices to such documents contains any untrue statement of a
material fact or omits to state any material fact necessary to make the statement therein
not misleading. The City has consented to the use of the Preliminary Official Statement
and the Official Statement by the Underwriters in connection with the public offering of
the Series 2000 Bonds.
(p) 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 in order to qualify the Series 2000 Bonds for offer and sale under the
Blue Sky or other securities laws or regulations of such states and other jurisdictions of
the United States as the Underwriters may designate and to determine the eligibility of the
Series 2000 Bonds for investment under the laws of such states and jurisdictions, and will
undertake its best efforts to continue such qualifications in effect as long as required for
the distribution of any Series 2000 Bonds, provided that the City will not be required to
qualify to do business, or be subject to service of process in or subject itself to the
jurisdiction of, any state other than the State of Florida.
(q) The City has not, since December 31, 1975, been in default in the payment
of principal of, premium, if any, or interest on, or otherwise been in default with respect
to, any bonds, notes, lease purchase arrangements or other obligations which it has issued,
assumed or guaranteed as to payment of principal, premium, if any, or interest, nor has
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any other person been in default with respect to payment of principal of, premium, if any,
or interest on any bonds, notes or other obligations which the City has issued, except, in
both cases, as described in the Preliminary Official Statement and the Official Statement
and certain conduit issues which in the opinion of the City would not be considered
material by a reasonable investor and therefore do not have to be disclosed in the Official
Statement under Rule 3E-400.003, Rules of Government Securities, promulgated under
Section 517.051 (I), Florida Statutes.
(r) Ifbetween the date hereof and the date of the Closing, or between the date
of the Closing and the "end of the underwriting period" as defined in (s) below, any event
shall occur which would or might cause the information contained in the Official
Statement, as then supplemented or amended, to contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were
made, not misleading, the City shall notify the Underwriters thereof, and if in the
reasonable opinion of the Underwriters such event requires the preparation and publication
of a supplement or amendment to the Official Statement, the City will cooperate with the
Underwriters in supplementing or amending the Official Statement (the printing of which
will be the expense of the City) in such form and manner and at such time or times as may
be reasonably called for by the Underwriters.
(s) The City agrees that after the Closing and during the period ended on the
earlier of (A) ninety (90) days after the "end of the underwriting period", hereinafter
described or (B) the time when the Official Statement is available from a Nationally
Recognized Municipal Securities Information Repository ("NRMSIR") (but in no event
less than 25 days following the end of the underwriting period) (i) the City will not adopt
any amendment of or supplement to the Official Statement to which, after having been
furnished a copy prior to any proposed adoption, the Managing Underwriter shall object in
writing or which shall be disapproved by counsel for the Underwriters and (ii) if any event
relating to or affecting the City or the Series 2000 Bonds shall occur as a result of which it
is necessary, in the opinion of the City, the Managing Underwriter or Underwriters'
Counsel, to amend or supplement the Official Statement in order to make the Official
Statement not misleading in light of the circumstances existing at the time it is delivered to
a purchaser, the City shall, at its expense, forthwith prepare and furnish to the Managing
Underwriter a reasonable number of copies of an amendment of or supplement to the
Official Statement (in form and substance satisfactory to the City and the Underwriters)
which will amend or supplement the Official Statement so that it will not contain an untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light circumstances existing at the time the Official Statement is
delivered to a purchaser, not misleading. The City will promptly notify the Managing
Underwriter of the occurrence of any event which, in the City's opinion, is an event
described in clause (ii) of the preceding sentence. For purposes of the foregoing, the term
"end of the underwriting period" means the date of Closing or the date on which the
Underwriters do not retain, directly or as a member of an underwriting syndicate, an
unsold balance of the Series 2000 Bonds for sale to the public, which date shall be no later
than ninety (90) days after the date of Closing. The Underwriters agree to file the Official
7
Statement with at least two NRMSIRs not later than two business days after the Closing,
to forward a list of the names and addresses of each NRMSIR receiving a copy to the City
and to promptly notify the City in writing of the end of the underwriting period.
ARTICLE ill
AGREEMENT TO PURCHASE SERIES 2000 BONDS
SECTION 3.1. Delivery of Documents to Underwriters. Prior to or simultaneously
with the execution and delivery of this Bond Purchase Agreement, the Underwriters shall have
delivered the Underwriters' Truth-in-Bonding and Disclosure Statement required by law, as set
forth in Exhibit E. As soon as practicable after the date hereof, and in any event, within seven
days of the date hereof, as required by paragraph (b) (3) of Rule 15(c)2-12 of the Securities and
Exchange Commission ("SEC") or the rules of the Municipal Securities Rulemaking Board
("MSRB"), the City shall deliver or cause to be delivered to the Managing Underwriter copies of
the Official Statement, dated the date hereof, relating to the Series 2000 Bonds, in sufficient
quantities to allow the Underwriters to comply with paragraph (b) (4) of Rule 15(c)2-12 of the
SEC and the rules of the MSRB, in substantially the form of the Preliminary Official Statement
with only such changes therein as shall have been approved by the City and the Managing
Underwriter. References to the Official Statement shall include the cover page and all exhibits,
appendices, reports and statements included with or attached to it and any amendments and
supplements that may be authorized by the City and to which the Managing Underwriter does not
reasonably object, and any amendments and supplements which may be reasonably required by the
Managing Underwriter for use with respect to the Series 2000 Bonds. The Official Statement
shall be executed on behalf of the City by duly authorized officers thereof.
The City approves the Preliminary Official Statement, and consents to the use of the
Preliminary Official Statement and the Official Statement and the information contained therein by
the Underwriters. The City deems final the Preliminary Official Statement, as of its date, for
purposes of Rule 15(c)(2)-12, with certain omissions therein in connection with the pricing of the
Series 2000 Bonds.
SECTION 3.2. Agreement to Sell and Purchase Series 2000 Bonds. The Series 2000
Bonds shall have the terms specified in the Official Statement, including maturities, amounts,
interest rates, prices or yields and redemption provisions, and such terms as are required to be set
forth herein by the Bond Resolution, all as described on Exhibit A annexed hereto. Upon the
basis of the representations and upon the terms and conditions set forth in this Bond Purchase
Agreement, the Underwriters agree to purchase, and the City agrees to issue, sell and deliver to
the Underwriters, all (but not less than all) of Series 2000 Bonds for the aggregate purchase price
of $53,348,968.95 (representing the $54,310,000 original principal amount of the Series 2000
Bonds, less $588,736.00 of net original issue discount and less $372,295.05 of Underwriter's
discount) plus accrued interest through the day immediately preceding the Closing Date on the
Series 2000 Bonds (the "Purchase Price"). Payment of the Purchase Price shall be made by the
Underwriters to the order of the City at the Closing Time in Federal or other immediately
available funds. One fully registered Series 2000 Bond for each maturity, duly executed and
authenticated, shall be delivered to or upon the order of the Underwriters, together with the other
8
documents hereinafter mentioned, and subject to the terms and conditions hereof, the
Underwriters will accept such delivery and pay the Purchase Price. The Series 2000 Bonds shall
be registered in the name of Cede & Co., or in such other names and in such authorized
denominations as the Underwriters shall reasonably specify in writing at least three (3) business
days prior to the Closing Date. The Series 2000 Bonds shall be available for examination by the
Underwriters at a mutually agreed upon location at least one (1) business day prior to the Closing
Date.
SECTION 3.3. Public Offering of Series 2000 Bonds. The Underwriters agree to
make a bona fide public offering of the Series 2000 Bonds, solely pursuant to the Official
Statement, at the initial offering prices set forth in the Official Statement, reserving, however, the
rights to (i) change such initial offering prices as the Managing Underwriter shall deem necessary
in connection with the marketing of the Series 2000 Bonds and (ii) offer and sell the Series 2000
Bonds to certain dealers (including dealers depositing the Series 2000 Bonds into investment
trusts) at concessions to be determined by the Managing Underwriter. The Underwriters also
reserve the right to over-allot or effect transactions that stabilize or maintain the market prices of
the Series 2000 Bonds at levels above that which might otherwise prevail in the open market and
to discontinue such stabilizing, if commenced, at any time.
SECTION 3.4. Good Faith Check. The City hereby acknowledges receipt of a
corporate check payable to the City in an amount equal to $1,000,000 (the "Good Faith Check")
as security for the performance by the Underwriters of their obligation to accept and pay for the
Series 2000 Bonds at the Closing in accordance with the provisions of this Bond Purchase
Agreement. The City shall retain the check, uncashed, except under the circumstances hereinafter
set forth. In the event the City fails to deliver the Series 2000 Bonds at the Closing, or if City
shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this
Bond Purchase Agreement or if such obligations shall be terminated for any reason permitted by
this Bond Purchase Agreement, the City shall be obligated to immediately return the uncashed
Good Faith check to the Underwriters. In the event the Underwriters accept and pay for the
Series 2000 Bonds at Closing, the uncashed Good Faith Check shall be returned to the
Underwriters at Closing. In the event the Underwriters fail (other than for a reason permitted
under this Bond Purchase Agreement) to accept and pay for the Series 2000 Bonds at Closing,
the Good Faith Check may be cashed and the proceeds thereof shall be retained by the City as and
for full liquidated damages for such failure, and not as a penalty, and for any and all defaults
hereunder on the part of the Underwriters, and thereupon, all claims and rights hereunder against
the Underwriters shall be fully released and discharged, it being understood by the City and the
Underwriters that actual damages in such circumstances may be difficult or impossible to
compute.
ARTICLE IV
CLOSING CONDmONS
SECTION 4.1. Performance of Obligations. The obligations and agreements of the
Underwriters under this Bond Purchase Agreement are expressly made subject to the due
9
performance by the City at or prior to the Closing Time of its respective obligations and
undertakings pursuant to this Bond Purchase Agreement.
SECTION 4.2. Delivery of Closing Papers. The obligations and agreements of the
Underwriters under this Bond Purchase Agreement are expressly made subject to the condition
that, at or prior to the Closing Time, there shall have been delivered to the Underwriters each of
the following which the City agrees to do:
(a) Basic Documents: Miscellaneous Documents:
(i) One executed copy of each of the Basic Documents, in the
respective form thereof delivered to the Underwriters pursuant to Section 3.1 of
this Bond Purchase Agreement, which documents shall be in full force and effect,
with only such revisions therein or additions thereto as shall have been required to
incorporate terms specified in this Bond Purchase Agreement or as shall be
satisfactory to the Managing Underwriter.
(ii) Ten executed copies of the Official Statement and Appendices
included therein.
(b) Closing Papers to be Furnished by the City:
(i) One copy of the Bond Resolution certified by the appropriate City
official to be true and correct copies thereof as adopted and approved.
(ii) One fully executed Mayor's Certificate.
(iii) One executed copy of a certificate of an Authorized Party on behalf
of the City, dated the Closing Date, (A) confirming that each of the representations
of the City contained in Section 2.1 of this Bond Purchase Agreement was true
and accurate in all material respects on the date when made, has been true and
accurate in all material respects at all times since, and continues to be true and
accurate in all material respects on the Closing Date as if such representations
were made on the Closing Date, (B) stating that there has been no material adverse
change in the business or financial condition of the City or the Water and Sewer
Utility from that shown in the Financial Statements, (C) stating that to its best
knowledge no event affecting the City has occurred since the date of the
Preliminary Official Statement which should be disclosed in the Official Statement
for the purpose for which it is used or which it is necessary to disclose therein in
order to make the statements and information therein not misleading in any
material respect as of the Closing Date; and (D) certifying that the Bond
Resolution has not been supplemented, modified, amended or repealed.
(iv) One executed original of a customary incumbency and no-litigation
certificate, in form prepared by and reasonably acceptable to Bond Counsel, the
City Attorney and Underwriters' Counsel, dated the Closing Date and signed by an
authorized member of the City's Governing Body.
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(v) One executed copy of the Arbitrage Certificate, in form satisfactory
to Bond Counsel, dated the Closing Date, signed by an Authorized Party on behalf
of the City.
(vi) One executed copy of the final approving opinion of Bond Counsel,
in substantially the form contained in an Appendix to the Official Statement, and
one executed copy of the supplemental legal opinion of Bond Counsel, dated the
Closing Date, in the form as set forth in Exhibit B hereto.
(vii) One executed copy of the opinion of the City Attorney in the form
as set forth in Exhibit C hereto.
(viii) One executed copy of the opinion of Underwriters' Counsel in the
form as set forth in the attached Exhibit D.
(ix) One executed copy of a letter from the Certified Public Accountant
consenting to the references to it in the Official Statement and one executed copy
of the Accountant's audit report in respect of the audited Financial Statements
included in the Official Statement.
(x) One executed copy of a customary authorization and incumbency
certificate, and a standard closing certificate, both dated the Closing Date, signed
by authorized officers of the Bond Registrar and Paying Agent, both in form and
substance satisfactory to the Underwriters.
(xi) A certified copy of the Insurance Policy accompanied by a
certificate of, or opinion of counsel to, the Insurer to the effect that the
information relating to the Insurer appearing under the caption "MUNICIPAL
BOND INSURANCE" in the Official Statement does not contain any untrue
statement of a material fact or omit to state a material fact required in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.
(xii) One executed copy of a certificate from the Insurer to the effect
that it is not currently in default, nor has it been in default at any time with respect
to the payment of the principal of, or interest on, any obligation guaranteed by the
Insurer and the opinion of counsel to the Insurer to the effect that (A) the Insurer
is duly incorporated and validly existing under the laws of the state of Wisconsin
and is licensed and authorized to issue the Insurance Policy and the Series 2000
Reserve Policy under the laws of the State of Wisconsin and the State of Florida;
and (B) the Insurance Policy and the Series 2000 Reserve Policy have been duly
executed and are valid and binding obligations of the Insurer enforceable in
accordance with their terms.
11
(xiii) Letters of confirmation with respect to the ratings of the Series
2000 Bonds from Moody's Investors Service, Inc., Fitch, Inc. and Standard &
Poor's of"Aaa","AAA" and "AAA", respectively.
(xiv) One executed copy of a letter from the Consulting Engineers
consenting to the references to it in the Official Statement and inclusion of its
Report of Consulting Engineer as Appendix B to the Official Statement.
(xv) One executed copy of a letter from the Rate Consultant consenting
to the references to it in the Official Statement and the inclusion of its Water and
Wastewater System Rate Study as Appendix C to the Official Statement.
(xvi) One executed copy of certificates of each of the Public Works
Director and the Consulting Engineers to the effect that the information contained
in the Official Statement under the caption "THE WATER AND SEWER
UTILITY" is accurate and does not omit to state a material fact necessary in order
to make the statements made therein, in light of the circumstances under which
they were made, not misleading.
(xvii) One executed copy of a Blanket Letter of Representation to The
Depository Trust Company by the City.
( c) Other Assurances: Such additional oplmons, certificates, proceedings,
instruments and other documents as the Underwriters, Underwriters' Counselor Bond
Counsel may reasonably request to verify or evidence (i) compliance by the Parties with
applicable legal requirements, (ii) the truth and accuracy of the representations or opinions
of the Parties contained in this Bond Purchase Agreement or in any Closing Paper, or (iii)
the due performance of all agreements and the satisfaction of all conditions required to be
performed or satisfied at or prior to the Closing Time.
SECTION 4.3. Form of Closing Paoers: Waiver of Conditions. The Closing Papers to
be delivered to the Underwriters pursuant to this Bond Purchase Agreement shall be deemed to be
in compliance with the conditions of this Bond Purchase Agreement if, but only if, in the
reasonable judgment of the Underwriters, they are satisfactory in form and substance. The legal
opinions and certificates described in Section 4.2 shall be addressed to the Underwriters or a
reliance letter with respect thereto shall be addressed to the Underwriters. No condition hereof
shall be deemed to have been waived by the Underwriters unless expressed specifically in a
writing signed by the Underwriters.
ARTICLE V
TERMINATION: PAYMENT OF EXPENSES
SECTION 5.1. Termination. This Bond Purchase Agreement may be terminated by the
underwriters without liability on the part of the Underwriters, if, at or prior to the Closing Time:
12
(a) The Bond Resolution, the Mayor's Certificate or this Bond Purchase
Agreement shall not be in full force and effect or shall have been supplemented, modified,
amended or repealed, without the prior written consent of the Underwriters.
(b) Any representation of the City contained in this Bond Purchase Agreement
or in any Closing Paper shall prove to be or to have been false in any material respect;
(c) There shall be a material failure of anyone or more of the conditions set
forth in Sections 4.1, 4.2 or 4.3 of this Bond Purchase Agreement;
(d) Litigation or an administrative proceeding or investigation shall be pending
or threatened affecting, contesting, questioning or seeking to restrain or enjoin (i) the
powers or the valid existence of the City or the titles of its officers to their respective
offices or (ii) contesting the validity or effecting the enforceability of the Series 2000
Bonds, the Bond Resolution, the Mayor's Certificate, or the Basic Documents or
contesting the power or the City to execute and deliver such documents or to consummate
the transactions contemplated therein or in the Official Statement or apply the proceeds of
the Series 2000 Bonds as contemplated therein, or (iii) contesting in any way the
completeness or accuracy of the Official Statement, or (iv) wherein an unfavorable
decision, ruling or finding would, in the judgment of the Underwriters, materially and
adversely affect the validity or enforceability of the Series 2000 Bonds, the Bond
Resolution, the Mayor's Certificate or the Basic Documents;
( e) Any legislative, executive or regulatory action or any court decision shall
occur which, in the reasonable judgment of the Underwriters, casts sufficient doubt on the
legality of, or the excludability from gross income for Federal income tax purposes of
interest on, obligations of the general kind and character as the Series 2000 Bonds so as to
impair materially the marketability, or to reduce materially the market price of, such
obligations or otherwise materially impairs the marketability, or materially reduces the
market price of, such obligations;
(f) Any action by or on behalf of the Securities and Exchange Commission or
a court shall occur which would require registration of any Series 2000 Bonds under the
Securities Act of 1933, as amended, or the qualification of the Bond Resolution under the
Trust Indenture Act of 1939, as amended;
(g) Any material restriction not presently in force on trading in secunt!es
generally, or any banking moratorium shall occur, which, in the judgment of the Managing
Underwriter, substantially impairs the marketability of the Series 2000 Bonds;
(h) The outbreak or escalation of war or hostilities involving the United States
or any national or international calamity or crisis, financial or otherwise, including a
general suspension of trading on any national securities exchange, which shall occur, if the
effect of any such event, in the judgment of the Managing Underwriter, materially and
adversely affects the public offering or the delivery ofthe Series 2000 Bonds;
13
(i) There shall occur any adverse change in the operations, properties or
financial condition of the City from that described in the Official Statement, which, in the
reasonable judgment of the Underwriters, is material and makes it inadvisable to proceed
with the sale ofthe Series 2000 Bonds; or
G) Any event or condition shall exist or occur which, in the judgment of the
Underwriters, renders untrue or incorrect, in any material respect as of the time to which
the same purports to relate, the information contained in the Official Statement or which
requires that information not reflected therein be included therein in order to make the
statements and information contained therein not misleading in any material respect as of
such time.
(k) Any national securities exchange, or any governmental authority shall
impose, as to the Series 2000 Bonds, any material restrictions not now in force, with
respect to the extension of credit by, or the charge to the net capital requirements of, the
Underwriters.
SECTION 5.2. Pavment of Expenses. The following costs and expenses relating to the
transactions contemplated or described in this Bond Purchase Agreement shall be borne and paid
by the City regardless of whether the transactions herein contemplated shall close: printing of
Series 2000 Bonds; printing or copying of Closing Papers (including the Preliminary Official
Statement and the Official Statement) in such reasonable quantities as the Underwriters may
request; fees and disbursements of Bond Counsel; fees and disbursements of the City's Financial
Advisor, the Certified Public Accountant, the Consulting Engineer, the Rate Consultant, the Bond
Registrar and Paying Agent, and the premium for the Insurance Policy; fees and disbursements of
the Insurer; and fees of the rating agencies. The Underwriters shall pay (i) the fees and
disbursements of Underwriters' Counsel; (ii) all advertising expenses in connection with the public
offering of the Series 2000 Bonds; and (iii) all other expenses incurred by them in connection with
their public offering and distribution of the Series 2000 Bonds.
Except as otherwise provided above, the City and the Underwriters shall each bear the
costs and expenses incident to the performance of their respective obligations under this Bond
Purchase Agreement.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Parties In Interest: Survival of Representations. This Bond Purchase
Agreement is made solely for the benefit ofthe City and the Underwriters, and no other person,
partnership, association or corporation, including but not limited to owners of the Series 2000
Bonds or beneficial interests therein, shall acquire or have any rights hereunder or by virtue
hereof. All representations and agreements in this Bond Purchase Agreement shall remain
operative and in full force and effect regardless of any investigation made by or on behalf of any
Party and shall survive the delivery of and payment for the Series 2000 Bonds.
14
SECTION 6.2. Notices. All notices, demands, certificates or other communications
(other than the Closing Papers) under this Bond Purchase Agreement shall be sufficiently given
and shall be deemed given when hand delivered or when mailed by certified or registered mail,
postage prepaid, or by prepaid telegram, or by electronic communications with the original
forwarded by certified or registered mail, postage prepaid, with proper address as indicated
below:
To the City: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Finance Director
cc: City Attorney
To the Underwriters: J.P. Morgan Securities Inc.
5201 Blue Lagoon Drive, 8th Floor
Miami, Florida 33126
Attention: Percy R. Aguila, Jr.
SECTION 6.3. Amendment. No modification, alteration or amendment to this Bond
Purchase Agreement shall be binding upon any Party until such modification, alteration or
amendment is reduced to writing and executed by all Parties.
SECTION 6.4. Governing Law. The laws of the State of Florida shall govern this
Bond Purchase Agreement.
SECTION 6.5. Captions. The captions or headings in this Bond Purchase Agreement
are for convenience only and in no way define, limit or describe the scope or intent of any of the
provisions of this Bond Purchase Agreement.
SECTION 6.6. Counteroarts. This Bond Purchase Agreement may be signed in any
number of counterparts with the same effect as if the signatures thereto and hereto were upon the
same instrument.
SECTION 6.7. Severabilitv. If any provisions of this Bond Purchase Agreement shall
be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any
particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it
conflicts with any other provision or provisions hereof or any constitution or statute or rule of
public policy, or for any other reason, such circumstance shall not have the effect of rendering the
provision in question inoperative or unenforceable in any other case or circumstance, or of
rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatever. The invalidity of anyone or more phrases, sentences, clauses or sections
in this Bond Purchase Agreement contained, shall not affect the remaining portions of this Bond
Purchase Agreement, or any part thereof.
SECTION 6.8 Rights of Managing Underwriter. The Managing Underwriter, on
behalf of the Underwriters, being duly authorized so to do, shall have the power to enter into this
15
Bond Purchase Agreement, to consent to any amendments hereto, to agree to the interpretation of
the provisions hereof and to waive any preconditions to Closing hereunder.
SECTION 6.9. Effective Time of this Bond Purchase Agreement. This Bond Purchase
Agreement shall be effective and binding upon its execution and delivery.
IN WITNESS WHEREOF, the parties hereto have executed this Bond Purchase
Agreement as of the day and year set forth beneath each signature.
The City:
CITY OF MIAMI BEACH, FLORIDA
By 1f!!L
Neisen Kasdin, ayor
Attest:
ill) M,~ fL-L-
Robert Parcher
City Clerk
The Underwriters:
J.P. MORGAN SECURITIES INC. on behalf
of itself an he Underwriters
By:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~~~u/.,o
~~_~llyA1lorney ~
16
EXHffiIT A
MATURITIES, AMOUNTS, INTEREST RATES AND PRICE OR YIELDS
$13,480,000 Series 2000 Current Interest Serial Bonds
Maturity Date Principal Interest Yield
(September 1) Amount Rate
2016 $2,410,000 5.625% 5.240%
2017 2,550,000 5.625 5.300
2018 2,690,000 5.625 5.340
2019 2,840,000 5.250 5.410
2020 2,990,000 5.250 5.440
$17,660,000 5.750% Term Bonds maturing September 1, 2025 - Yield 5.400%
$8,560,000 5.500% Term Bonds maturing September 1, 2027 - Yield 5.550%
$14,610,000 5.000% Term Bonds maturing September 1, 2030 - Yield 5.550%
A-I
REDEMPTION PROVISIONS
Optional Redemption
The Series 2000 Bonds may be redeemed prior to their stated dates of maturity at the
option of the City as a whole or in part at any time on or after September 1, 2010, in such manner
as the City shall determine and if in part in any order of maturity selected by the City and by lot or
by such other manner as the Bond Registrar shall deem appropriate within a maturity ifless than a
full maturity is to be redeemed, at the following redemption prices (expressed as a percentage of
principal amount), plus accrued interest to the redemption date:
Redemotion (Dates Inclusive)
Redemption
Price
September 1,2010 through August 31, 2011
September 1,2011 through August 31, 2012
September 1,2012 and thereafter
101%
100.5%
100%
Mandatorv Sinking Fund Redemption
The Series 2000 Bonds maturing on September 1, 2025 are subject to mandatory sinking
fund redemption prior to maturity in part by lot or by such manner as the Bond Registrar shall
deem appropriate, on September 1, 2021 and on each September 1 thereafter, at a redemption
price equal to the principal amount thereof and accrued interest thereon to the date fixed for
redemption, without premium, from Amortization Requirements as follows:
Redemption Date
(September 1)
Principal
Amount
2021
2022
2023
2024
2025*
$3,150,000
3,330,000
3,520,000
3,725,000
3,935,000
* Final Maturity
The Series 2000 Bonds maturing on September 1, 2027 are subject to mandatory sinking
fund redemption prior to maturity in part by lot or by such manner as the Bond Registrar shall
deem appropriate, on September 1, 2026 at a redemption price equal to the principal amount
thereof and accrued interest thereon to the date fixed for redemption, without premium, from
Amortization Requirements as follows:
A-2
Redemption Date
(September 1)
Principal
Amount
2026
2027*
$4,165,000
4,395,000
* Final Maturity
The Series 2000 Bonds maturing on September 1, 2030 are subject to mandatory sinking
fund redemption prior to maturity in part by lot or by such manner as the Bond Registrar shall
deem appropriate, on September 1, 2028 and on each September 1 thereafter, at a redemption
price equal to the principal amount thereof and accrued interest thereon to the date fixed for
redemption, without premium, from Amortization Requirements as follows:
Redemption Date
(September 1)
Principal
Amount
2028
2029
2030*
$4,635,000
4,865,000
5,110,000
* Final Maturity
A-3
EXHffiIT B
September 12, 2000
J.P. Morgan Securities Inc.
Miami, Florida
PaineWebber Incorporated
Miami, Florida
Raymond James & Associates, Inc.
St. Petersburg, Florida
Re: $54,310,000 City of Miami Beach, Florida Water and Sewer Revenue Bonds,
Series 2000
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance of the above-captioned
bonds (the "Series 2000 Bonds") and related transactions. This opinion is furnished pursuant to
the Bond Purchase Agreement dated August 31, 2000 (the "Bond Purchase Agreement") among
City of Miami Beach, Florida (the "City") and J. P. Morgan Securities Inc., on its own behalf and
on behalf of Paine Webber Incorporated and Raymond James & Associates, Inc. (collectively, the
"Underwriters"). All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Bond Purchase Agreement.
We have examined such documents and instruments as deemed necessary to render the
requested opinion. It is our opinion that:
1. The Basic Documents and the Official Statement have been duly authorized,
executed and delivered on behalf of the City. The Basic Documents constitute legal, valid and
enforceable agreements of the City in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors'
right generally and by the availability of equitable remedies.
2. The City has duly approved the distribution by the Underwriters of the Preliminary
Official Statement. The City has duly executed and delivered the Official Statement in accordance
with the terms of the Bond Purchase Agreement, and the City has authorized the distribution of
the Official Statement and the use thereof by the Underwriters in connection with the public
offering of the Series 2000 Bonds in accordance with the terms of the Bond Purchase Agreement.
3. The Series 2000 Bonds and the Bond Resolution conform in form and tenor with
the terms and provisions thereof set out in the Official Statement.
4. The information (other than any financial and statistical data contained in the
Official Statement as to which no opinion is expressed) set forth in the Official Statement under
the headings "SUMMARY STATEMENT", "INTRODUCTION", "PURPOSE OF THE
B-1
1. P. Morgan Securities Inc.
PaineWebber Incorporated
Raymond James & Associates, Inc.
September 12, 2000
Page 2
SERIES 2000 BONDS", "THE SERIES 2000 BONDS" (other than the information under the
subheading "Book-Entry Only System", as to which no opinion is expressed), "SECURITY FOR
THE SERIES 2000 BONDS" (other than the information under the subheading "Reserve
Account - Series 2000 Reserve Surety Policy", as to which no opinion is expressed), "TAX
MATTERS", "ORIGINAL ISSUE DISCOUNT", "CONTINUING DISCLOSURE" and
"APPENDIX E -- THE BOND RESOLUTION", "APPENDIX F - FORM OF CONTINUING
DISCLOSURE COMMITMENT" and "APPENDIX H - FORM OF APPROVING OPINION
OF BOND COUNSEL" insofar as such statements constitute descriptions or summaries, as
applicable, of the Bond Resolution, the Continuing Disclosure Commitment, the Series 2000
Bonds and the Constitution and laws of the State of Florida or the United States of America,
constitute fair descriptions and summaries, as applicable, of such documents and said
Constitution and laws.
5. The Series 2000 Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification under
the Trust Indenture Act of 1939, as amended.
This opinion is supplemental to our approving opinion dated as of even date herewith with
respect to the Series 2000 Bonds.
Respectfully submitted,
SQUIRE, SANDERS & DEMPSEY L.L.P.
B-2
EXHmIT C
September 12, 2000
City of Miami Beach, Florida
Miami Beach, Florida
1. P. Morgan Securities Inc.
Miami, Florida
PaineWebber Incorporated
Miami, Florida
Raymond James & Associates, Inc.
St. Petersburg, Florida
Ambac Assurance Corporation
New York, New York
Re: $54,310,000 City of Miami Beach, Florida Water and Sewer Revenue Bonds,
Series 2000
Ladies and Gentlemen:
I am the City Attorney for the City of Miami Beach, Florida and have served in such
capacity in connection with the issuance of the above-captioned bonds (the "Bonds") and related
transactions. This opinion is furnished pursuant to the Bond Purchase Agreement dated August
31,2000 (the "Bond Purchase Agreement") among City of Miami Beach, Florida (the "City'), J.
P. Morgan Securities Inc., on its own behalf and on behalf of PaineWebber Incorporated and
Raymond James & Associates, Inc. (collectively, the "Underwriters"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the Bond Purchase
Agreement.
I have reviewed such documents and instruments as I deemed necessary to render the
requested opinion. Based upon examination of such documents and matters of law as I have
determined relevant for the purposes of rendering this opinion, and subject to the reservations set
forth herein, I am ofthe opinion that:
1. The City is a municipal corporation in the State of Florida, duly organized and
validly existing under the constitution and laws of the State of Florida.
2. The City is authorized by the laws of the State of Florida to execute and deliver
the Bonds, the Basic Documents and the Official Statement and to perform its obligations
thereunder or as described therein.
C-1
City of Miami Beach, Florida
1. P. Morgan Securities Inc.
PaineWebber Incorporated
Raymond James & Associates, Inc.
Ambac Assurance Corporation
September 12, 2000
Page 2
3. The Bond Resolution has been duly adopted and the execution and delivery by the
City of the Bonds, the Basic Documents and the Official Statement, and the performance of its
obligations thereunder or as described therein, for and in the name of the City, have been duly
authorized by the City.
4. The City has duly authorized the distribution of the Preliminary Official Statement
by the Underwriters, has duly approved and executed the Official Statement and has duly
authorized the distribution thereof by the Underwriters in connection with the public offering of
the Bonds.
5. The Bonds and the Basic Documents have been duly authorized, executed and
delivered by the City and constitute valid and legally binding obligations of the City enforceable
against the City in accordance with their respective terms.
6. To the best of my knowledge, no authorization, approval, consent, license or other
action of any court or public or governmental or regulatory authority having jurisdiction over the
City that has not been obtained is or will be required for the issuance and sale of the Bonds or the
valid and lawful authorization, execution and delivery of, or consummation by the City of the
other transactions contemplated by, the Basic Documents and the Official Statement; however, no
opinion is given regarding compliance with the registration requirements of state and federal
securities laws.
7. The adoption by the city of the Bond Resolution and the execution and delivery by
the City of the Bonds, the Basic Documents and the Official Statement and compliance on the
City's part with the provisions contained or described therein, will not conflict with, violate or
constitute a breach of or a default under (a) any existing law, court or administrative regulation,
order or decree, or (b) any commitment, mortgage, lease, indenture, agreement, contract or
instrument to which the City is a party or by which it or any of its properties is bound.
8. 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 the best of my
knowledge, threatened against the City affecting, contesting, questioning or seeking to restrain or
enjoin any of the following: (i) the powers or the valid existence of the City or the titles of its
officers to their respective offices, or (ii) any of the proceedings had or actions taken leading up to
the sale, issuance and delivery of the Series 2000 Bonds or the execution, delivery or performance
of the Bond Purchase Agreement; or (iii) the delivery, validity or enforceability of the Bonds or
the Basic Documents or contesting the power of the City to execute and deliver such documents
(to the extent applicable) or to consummate the transactions contemplated therein or in the
Official Statement, or (iv) contesting in any way the completeness or accuracy of the Official
Statement, or (v) wherein an unfavorable decision, ruling or finding would materially and
C-2
City of Miami Beach, Florida
J. P. Morgan Securities Inc.
PaineWebber Incorporated
Raymond James & Associates, Inc.
Ambac Assurance Corporation
September 12, 2000
Page 3
adversely affect the validity or enforceability of the Bonds, the Bond Resolution or the Basic
Documents; or (vi) which would have a material adverse effect upon the financial condition or the
operations of the Water and Sewer Utility or the City.
9. Without having undertaken to determine independently the accuracy or
completeness of the information in the Official Statement, the statements and information relating
to the City, the Basic Documents and the Bonds, including the application of the proceeds
thereof, set forth in the Official Statement (except for the financial statements and other financial
and statistical data included therein, the information contained in the sections entitled "THE
SERIES 2000 BONDS - Book-Entry Only System", "UNDERWRITING" and "MUNICIPAL
BOND INSURANCE" or the price of and yield on the Series 2000 Bonds appearing on the cover
page, as to which no opinion is expressed) did not on the date of the Official Statement, and do
not on the date hereof, contain any untrue statement of material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading.
All opinions as to the enforceability of the legal obligations of the City set forth herein are
subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws in
each case relating to or affecting the enforcement of creditors' rights generally, and subject to the
enforceability thereof, to the exercise of judicial discretion, in accordance with the general
principles of equity.
Very truly yours,
Murray Dubbin, Esquire
Miami Beach City Attorney
C-3
EXHmIT D
September 12, 2000
J. P. Morgan Securities Inc.
Miami, Florida
PaineWebber Incorporated
Miami, Florida
Raymond James & Associates, Inc.
St. Petersburg, Florida
Re: $54,310,000 City of Miami Beach, Florida Water and Sewer Revenue Bonds,
Series 2000
Ladies and Gentlemen:
We have acted as co-counsel to the Underwriters in connection with the purchase by J. P.
Morgan Securities Inc., on its own behalf and on behalf of PaineWebber Incorporated and
Raymond James & Associates, Inc. (the "Underwriters") of the above-captioned bonds (the
"Series 2000 Bonds") pursuant to the Bond Purchase Agreement dated August 31, 2000 (the
"Bond Purchase Agreement") between the Underwriters and the City of Miami Beach, Florida. In
that capacity, we hereby deliver the following opinions. Capitalized terms not defined herein shall
have the meanings ascribed to them in the Bond Purchase Agreement.
Weare of the opinion that the Series 2000 Bonds constitute exempt securities within the
meaning of Section 3 (a) (2) of the Securities Act of 1933, as amended (the "1933 Act"), and it is
not necessary in connection with the sale of the Series 2000 Bonds to the public to register the
Series 2000 Bonds under the 1933 Act, or to qualify the Bond Resolution under the Trust
Indenture Act of 1939, as amended.
In our capacity as co-counsel to the Underwriters, we participated in the preparation of
the Official Statement dated August 31, 2000 (the "Official Statement") relating to the Series
2000 Bonds. Although we do not express an opinion, and do not assume responsibility for, the
accuracy, completeness or fairness of the statements contained in the Official Statement, based
upon the information made available to us as co-counsel for the Underwriters in the course of our
participation in the preparation of the Official Statement, and without having undertaken to
determine independently the accuracy, completeness or fairness of the statements contained in the
Official Statement, nothing has come to our attention that would cause us to believe that the
Official Statement (except for the information under the caption "THE SERIES 2000 BONDS -
Book-Entry Only System" and the statistical and financial data included in the Official Statement,
as to which no opinion is expressed), as of its date, or as of the date hereof, contained or contains
any untrue statement of material fact or omitted or omits to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading.
D-1
J. P. Morgan Securities Inc.
PaineWebber Incorporated
Raymond James & Associates, Inc.
September 12, 2000
Page 2
This opinion may be relied upon solely by you.
Respectfully submitted,
GREENBERG TRAURlG, P.A.
DENNIS SCHOLL, P.A.
D-2
EXHffiIT E
UNDERWRITERS' TRUTH-IN-BONDING AND
DISCLOSURE STATEMENT
August 31, 2000
City of Miami Beach, Florida
Miami Beach, Florida
Re: $54,310,000 City of Miami Beach, Florida Water and Sewer Revenue Bonds,
Series 2000
The City of Miami Beach, Florida (the "City") is proposing to issue its $54,310,000 Water
and Sewer Revenue Bonds, Series 2000 ("Bonds") for the purposes described in the Official
Statement. The Bonds are expected to be repaid over a period of approximately 30 years. At a
forecasted true interest rate of 5.602075%, total interest paid over the life of the Bonds will be
$70,593,825.56.
The source of repayment for the Bonds is the Net Revenues from the City's operation of
its Water and Sewer Utility System. Authorizing the Bonds will result in approximately
$4,160,315.37 (representing the average annual debt service) of the City's Net Revenues not
being available to finance the other services of the City each year for approximately 30 years.
In addition, pursuant to the provisions of Sections 218.385(4), Florida Statutes, the
following disclosure is made:
(a) The nature and estimated amounts of expenses to be incurred by 1. P. Morgan
Securities Inc., PaineWebber Incorporated and Raymond James & Associates, Inc. (collectively,
the "Underwriters") in connection with the purchase and re-offering of the Bonds are set forth in
Exhibit A attached hereto.
(b) No person has entered into an understanding with the Underwriters, or to the
knowledge of the Underwriters with the City, for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between
the City and the Underwriters for the purpose of influencing any transaction in the purchase of the
Bonds.
(c) The underwriting spread (i.e., the difference between the price at which the Bonds
will be initially offered to the public by the Underwriters and the price to be paid to the City for
E-1
City of Miami Beach, Florida
August 31, 2000
Page 2
the Bonds, exclusive of accrued interest in both cases) will be $372,295.05 or 0.6855% of the
principal amount of the Bonds.
(d) The underwriting spread set forth in paragraph ( c) above, includes a management
fee of $32,586.00 ($0.60000/$1,000 of Bonds) and a takedownlconcession of $271,550.00
($5.00000/$1,000 of Bonds).
(e) No other fee, bonus or other compensation is estimated to be paid by the
Underwriters in connection with the issuance of the Bonds to any person not regularly employed
or retained by the Underwriters (including any "finder" as defined in Section 218.386 (1) (a),
Florida Statutes), except as specifically enumerated as expenses to be incurred by the
Underwriters as set forth in Exhibit A.
(f) The name and address of each of the Underwriters is:
J. P. Morgan Securities Inc.
5201 Blue Lagoon Drive, 8th Floor
Miami, Florida 33126
PaineWebber Incorporated
One International Plaza
Suite 1600
Miami, FL 33131
Raymond James & Associates, Inc.
The Raymond James Financial Center
880 Carillon Pkwy.
P.O. Box 12749 (33733-2749)
St. Petersburg, FL 33716
We understand that you do not require any further disclosure from the Underwriters
pursuant to Section 218.385(4), Florida Statutes.
Very truly yours,
J. P. MORGAN SECURITIES INC., as
Repr e ati e the Underwriters
E-2
Schedule A
$54,310,000 City of Miami Beach, Florida
Water and Sewer Revenue Bonds, Series 2000
Underwriter's Counsel
Underwriter's Counsel Expenses
TBMA
CUSIP
DTC
Day Loan
Total Syndicate Wire (DALCOMP + tax)
Clearance Fee
Travel and out-of-pocket Expenses
Total Underwriters Expenses
MlAMUGILES-KLEINBlI 066n9/mv3d08!.DOCI8I3OIOO
Underwriters' Expenses
Schedule A-I
$ Per Bond
0.921
0.018
0.030
0.004
0.007
0.028
0.083
0.050
0.114
$1.2550
$ Amount
50,000.00
1,000.00
1,629.30
225.00
403.50
1,508.61
4,506.72
2,715.50
6.170.42
$68,159.05