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Exhibit D-Bond Purchase Agr.BOND PURCHASE AGREEMENT E X H 1 B 1 T D BOND PURCHASE AGREEMENT $52,170,000 CITY OF MIAMI BEACH, FLORIDA Stormwater Revenue Bonds Series 2000 This Bond Purchase Agreement dated October 27, 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 WILLIAM R. HOUGH & CO. (the "Managing Underwriter") and BEAR, STEARNS & CO. INC., MORGAN STANLEY & CO. INCORPORATED, and RAMIREZ & CO., INC. (collectively with the Managing Underwriter, the "Underwriters"). SECTION 1.1. SECTION 1.2. SECTION 1.3. SECTION 1.4. SECTION 1.5. SECTION 2.1. SECTION 3.1. SECTION 3.2. SECTION 3.3. SECTION 3.4. SECTION 4.1. SECTION 4.2. SECTION 4.3. SECTION 5.1. SECTION 5.2. 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. 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 Representations and Covenants of City 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 10 Form of Closing Papers; Waiver of Conditions 12 ARTICLE V TERMINATION; PAYMENT OF EXPENSES Termination 12 Payment of Expenses 14 ARTICLE VI MISCELLANEOUS Parties In Interest; Survival of Representations 14 Notices 14 Amendment 15 Governing Law 15 Captions 15 Counterparts 15 Severability 15 Rights of Managing Underwriter 15 Effective Time of this Bond Purchase Agreement 15 i EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E ********** Maturities, Amounts, Interest Rates and Price or Yields A-1 Opinion of Bond Counsel B-1 Opinion of City Attorney C-1 Opinion of Underwriter's Counsel D-1 Underwriter's Truth -in -Bonding and Disclosure Statement E-1 ii ARTICLE I DEFINITIONS 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 of the Series 2000 Bonds, among other matters. Authorized Party: The persons duly authorized and legally empowered to execute documents on behalf of the City. Bond Counsel: Squire, Sanders & Dempsey L.L.P., Miami, Florida Bond Registrar and Paving First Union National Bank, Miami, Florida Agent: Certified Public Accountant: KPMG Peat Marwick City Attorney: Murray H. Dubbin, Esq. City's Governing Bodv: Mayor and City Commission Consulting Engineers: CH2M HILL Financial Advisor: Dain Rauscher Incorporated, Miami, Florida Insurer: Financial Guaranty Insurance Company Rate Consultant: CH2M HILL Underwriters' Counsel: Greenberg Traurig, P.A., Miami, Florida and Dennis Scholl, P.A., 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: Collectively, the certificates, opinions, instruments and other documents described in Section 4.2 of this Bond Purchase Agreement. Continuing Disclosure The Continuing Disclosure Commitment of the City Commitment relating to the Series 2000 Bonds. Financial Statements: The audited general purpose financial statements of the City and other information related to the Stormwater Utility included in the Preliminary Official Statement and Official Statement as Appendix C. Insurance Agreement: The Debt Service Reserve Fund Policy 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 October 19, 2000 summarizing the terms of the Series 2000 Bonds and related matters. Series 2000 Bonds: The City's $52,170,000 Stormwater Revenue Bonds, Series 2000. Series 2000 Reserve Account Insurance Policy: The Reserve Account Insurance Policy 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. 2000-24127 adopted by the City's Governing Body on October 18, 2000. 2 Code: Mayor's Certificate: The Internal Revenue Code of 1986, as amended through and including the Closing Date and, to the extent applicable, the regulations issued or proposed pursuant thereto. 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: Closina Date: Closine Time: Place of Closine: 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. November 7, 2000 or such other date as the Parties may agree. 10:00 a.m. Eastern Time or such other time as the Parties may agree. 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 City. 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. 3 (b) The Bond Resolution was adopted by the City's Governing Body at a meeting 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 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 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 City thereunder or as contemplated thereby is permitted by, and will not conflict with or 4 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 Stormwater 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 Stormwater 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 Stormwater 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. (j) 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. (1) The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with that of the audited combined financial statements of the City and fairly present the financial condition and 5 results of the operations of the City and the Stormwater 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 Stormwater 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. (o) Appendices A and C 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 any other person been in default with respect to payment of principal of, premium, if any, 6 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(1), Florida Statutes. (r) If between 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 Statement with at least two NRMSIRs not later than two business days after the Closing, 7 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 III 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 $51,156,078.90 (representing the $52,170,000 original principal amount of the Series 2000 Bonds, less $667,730.20 of net original issue discount and less $346,190.90 of Underwriters' 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 documents hereinafter mentioned, and subject to the terms and conditions hereof, the Underwriters will 8 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 $520,000 (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 CONDITIONS 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 performance by the City at or prior to the Closing Time of its respective obligations and undertakings pursuant to this Bond Purchase Agreement. 9 SECTION 4.2. Delivery of Closine Pavers. 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) Closine 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 Stormwater 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. 10 (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 New York and is licensed and authorized to issue the Insurance Policy and the Series 2000 Reserve Account Insurance Policy under the laws of the State of New York and the State of Florida; and (B) the Insurance Policy and the Series 2000 Reserve Account Insurance 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 IBCA, Inc. and Standard & Poor's of"Aaa", "AAA" and "AAA", respectively. (xiv) One executed copy of a letter from the Consulting Engineers and Rate Consultant consenting to the references to them in the Official Statement and inclusion of its Report of Consulting Engineer as Appendix B to the Official Statement. (xv) One executed copy of certificates of each of the Public Works Director and the Consulting Engineers to the effect that the information contained in the Official Statement under the caption "THE STORMWATER UTILITY" is accurate and does not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (xvi) One executed copy of a Blanket Letter of Representation to The Depository Trust Company by the City. (c) Other Assurances: Such additional opinions, certificates, proceedings, instruments and other documents as the Underwriters, Underwriters' Counsel or 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 Papers: 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: (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; 12 (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 any one 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 securities 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 of the Series 2000 Bonds; (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 of the Series 2000 Bonds; or 13 (j) 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. Payment 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 of the 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. 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 14 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: William R. Hough & Co. 100 Second Avenue South, Suite 800 St. Petersburg, Florida 33701 Attention: Richard Montalbano 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 any one 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 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. 15 IN WITNESS WHEREOF, the parties hereto have executed this Bond Purchase Agreement as of the day and year set forth beneath each signature. Attest: L144MaAia Fernandez Assistant City Clerk APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION Rityitill-A/0 rney Date 16 The City: CITY OF MIAMI BEACH, FLORIDA By: Jr/ Neisen Kadin, Mayor The Underwriters: WILLIAM R. HOUGH & CO. on behalf of itself and the Underwriters By: Richard Montalbano The Underwriters: WILLIAM R. HOUGH & CO. on behalf of itself and the Underwriters By: 17 'ntRichard EXHIBIT A MATURITIES, AMOUNTS, INTEREST RATES AND YIELDS $19,300,000 Series 2000 Serial Bonds Maturity Date Principal Interest Yield (September 11 Amount Rate 2002 $ 835,000 4.500% 4.370% 2003 870,000 4.500 4.420 2004 910,000 4.500 4.480 2005 950,000 4.500 4.530 2006 995,000 4.500 4.580 2007 1,040,000 4.500 4.620 2008 1,085,000 4.600 4.680 2009 1,135,000 4.700 4.730 2010 1,190,000 4.750 4.780 2011 1,245,000 4.800 4.890 2012 1,305,000 5.750 4.940 2013 1,380,000 5.750 5.030 2014 1,460,000 5.750 5.100 2015 1,545,000 5.750 5.170 2016 1,630,000 5.750 5.240 2017 1,725,000 5.750 5.310 $5,765,000 5.250% Term Bonds maturing September 1, 2020 - Yield 5.480% $11,810,000 5.250% Term Bonds maturing September 1, 2025 - Yield 5.550% $15,295,000 5.375% Term Bonds maturing September 1, 2030 - Yield 5.580% A-1 REDEMPTION PROVISIONS Optional Redemption The Series 2000 Bonds maturing on September 1, 2011 and thereafter shall be subject to redemption prior to their stated dates of maturity, at the option of the City, from any moneys that may be available for such purpose, as a whole or in part at any time on or after September 1, 2010, 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 if less 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: Redemption Period (Dates Inclusive) Redemption Price September 1, 2010 through August 31, 2011 101% September 1, 2011 and thereafter 100 Mandatory Sinkine Fund Redemption The Series 2000 Bonds maturing on September 1, 2020 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, 2018 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 Principal (September 1) Amount 2018 $1,825,000 2019 1,920,000 2020* 2,020,000 * Maturity 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 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 Principal (Sentember 11 Amount 2021 $2,125,000 2022 2,240,000 2023 2,355,000 2024 2,480,000 2025* 2,610,000 * 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, 2026 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: * Maturity Redemption Date Principal (September 11 Amount 2026 $2,745,000 2027 2,895,000 2028 3,050,000 2029 3,215,000 2030* 3,390,000 A-3 EXHIBIT B November 7, 2000 William R. Hough & Co. St. Petersburg, Florida Bear, Stearns & Co. Inc. New York, New York Morgan Stanley & Co. Incorporated Orlando, Florida Ramirez & Co., Inc. Miami, Florida Re: $52,170,000 City of Miami Beach, Florida Stormwater 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 October 27 , 2000 (the "Bond Purchase Agreement") among City of Miami Beach, Florida (the "City") and William R. Hough & Co., on its own behalf and on behalf of Bear, Stearns & Co. Inc., Morgan Stanley & Co. Incorporated and Ramirez & Co., Inc. and (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. B-1 William R. Hough & Co. Bear, Stearns & Co. Inc. Morgan Stanley & Co. Incorporated Ramirez & Co., Inc. November 7, 2000 Page 2 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 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 Account Insurance Policy", as to which no opinion is expressed), "TAX MATTERS", "ORIGINAL ISSUE DISCOUNT AND PREMIUM", "CONTINUING DISCLOSURE" and "APPENDIX D -- THE BOND RESOLUTION", "APPENDIX E — FORM OF CONTINUING DISCLOSURE COMMITMENT" and "APPENDIX G — 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 EXHIBIT C November 7, 2000 William R. Hough & Co. St. Petersburg, Florida Bear, Stearns & Co. Inc. New York, New York Morgan Stanley & Co. Incorporated Orlando, Florida Ramirez & Co., Inc. Miami, Florida Financial Guaranty Insurance Company New York, New York Re: $52,170,000 City of Miami Beach, Florida Stormwater 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 October 27, 2000 (the "Bond Purchase Agreement") among the City of Miami Beach, Florida (the "City'), William R. Hough & Co., on its own behalf and on behalf of Bear, Stearns & Co. Inc., Morgan Stanley & Co. Incorporated and Ramirez & Co., 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 of the 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 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 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 Stormwater 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 C-2 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", "SECURITY FOR THE SERIES 2000 BONDS - Reserve Account - Series 2000 Reserve Account Insurance Policy", "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. The foregoing is based solely on facts and laws existing on the date hereof and no opinion is expressed as of any other date. The only opinions contained herein shall be those expressly stated as such, and no opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom. I am an attorney admitted to practice in the State of Florida and my opinion is limited to matters of Florida law and Federal law. 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. This opinion has been rendered for the benefit solely of the addressees hereof and may not be used, circulated, quoted or otherwise referred to or relied upon by any other person for any purpose, except that reference to it may be made in the list of closing documents prepared in connection with the Bonds. Very truly yours, Murray Dubbin City Attorney C-3 EXHIBIT D November 7, 2000 William R. Hough & Co. St. Petersburg, Florida Bear, Stearns & Co. Inc. New York, New York Morgan Stanley & Co. Incorporated Orlando, Florida Ramirez & Co., Inc. Miami, Florida Re: $52,170,000 City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000 Ladies and Gentlemen: We have acted as co -counsel to the Underwriters in connection with the purchase by William R. Hough & Co. on its own behalf and on behalf of Bear, Stearns & Co. Inc., Morgan Stanley & Co. Incorporated and Ramirez & Co., Inc. (the "Underwriters") of the above - captioned bonds (the "Series 2000 Bonds") pursuant to the Bond Purchase Agreement dated October 27, 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. We are 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 October 27, 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 - D-1 William R. Hough & Co. Bear, Stearns & Co. Inc. Morgan Stanley & Co. Incorporated Ramirez & Co., Inc. November 7, 2000 Page 2 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. This opinion may be relied upon solely by you. Respectfully submitted, GREENBERG TRAURIG, P.A. DENNIS SCHOLL, P.A. D-2 EXHIBIT E UNDERWRITERS' TRUTH -IN -BONDING AND DISCLOSURE STATEMENT October 27, 2000 City of Miami Beach, Florida Miami Beach, Florida Re: $52,170,000 City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000 The City of Miami Beach, Florida (the "City") is proposing to issue its $52,170,000 Stormwater 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 5.4895%, total interest paid over the life of the Bonds will be $53,856,447.67. The source of repayment for the Bonds is the Net Revenues from the City's operation of its Stormwater Utility System. Authorizing the Bonds will result in approximately $3,534,215 (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 William R. Hough & Co., Bear, Stearns & Co. Inc., Morgan Stanley & Co. Incorporated and Ramirez & Co., Inc. and, (collectively, the "Underwriters") in connection with the purchase and re -offering of the Bonds are set forth in Schedule A attached hereto. (b) No person has entered into an understanding with William R. Hough & Co., or to the knowledge of William R. Hough & Co. 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 William R. Hough & Co. for the purpose of influencing any transaction in the purchase of the Bonds. Exhibit A to this Statement sets forth separate similar representations by Bear, Stearns & Co. Inc., Morgan Stanley & Co. Incorporated and Ramirez & Co., Inc. E-1 City of Miami Beach, Florida October 27, 2000 Page 2 (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 the Bonds, exclusive of accrued interest in both cases) will be $346,190.90 or 0.664% of the principal amount of the Bonds. (d) The underwriting spread set forth in paragraph (c) above, includes a management fee of $31,302 ($.60/$1,000 of Bonds) and a takedown/concession of $253,850 ($4.87/$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 Schedule A. (0 The name and address of each of the Underwriters is: William R. Hough & Co. 100 Second Avenue South Suite 800 St. Petersburg, Florida 33701 Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 Morgan Stanley & Co. Incorporated 200 South Orange Avenue Suite 1440 Orlando, Florida 32801 Ramirez & Co., Inc. 600 Brickell Avenue Miami, Florida 33131 E-2 City of Miami Beach, Florida , 2000 Page 3 We understand that you do not require any further disclosure from the Underwriters pursuant to Section 218.385(4), Florida Statutes. Very truly yours, WILLIAM R. HOUGH & CO. Representative of the Underwriters BY: E-3 Richard Montalbano Schedule A $52,170,000 City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000 Underwriters' Expenses $ Per Bond $ Amount Underwriter's Counsel .77 $40,000.00 Underwriter's Counsel Expenses .02 1,000.00 PSA .03 1,565.10 CUSIP .01 337.00 DTC .01 371.45 Day Loan .03 1,449.28 Travel and out-of-pocket .09 5,000.00 Telecommunications/Couriers .06 2,509.77 DALNET/DALCOMP .07 3,589.30 Clearance Fee .10 5.217.00 Total Underwriters Expenses 1.17 $61,038.90 Exhibit A $ City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000 CERTIFICATE OF CO -UNDERWRITER The undersigned, a duly authorized representative of , does hereby certify to the City of Miami Beach, Florida (the "City") that: 1. No person has entered into an understanding with , or to the knowledge of , 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 for the purpose of influencing any transaction in the purchase of the Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in said Bond Purchase Agreement, dated , 2000. IN WITNESS WHEREOF, the undersigned has hereunto set their hands for and on behalf of the as of this day of , 2000. [CO -UNDERWRITER] By: 10/27/00 13:45 1Y407 422 2607 MS -ORLANDO Exhibit A IJ001 $52,710,000 City of Miami Beach, Florida Stonnwater Revenue Bonds, Series 2000 CERTIFICATE OF CO -UNDERWRITER The undersigned, a duly authorized representative of Morgan Stanley & Co. Incorporated, does hereby certify to the City of Miami Beach, Florida (the "City") that; No person has entered into an understanding with Morgan Stanley & Co. Incorporated, or to the knowledge of Morgan Stanley & Co. Incorporated, with the City, for any paid or pmrniscd compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and Morgan Stanley & Co. Incorporated for the purpose of influencing any transaction in the purchase of the Bonds. Terms used herein in capitalized form, and not otherwise defined herein shall have the meaning ascribed thereto in said Bond Purchase Agreement, dated October 27, 2000. IN WITNESS WHEREOF, the undersigned has hereunto set their hands for and on behalf of Morgan Stanley & Co. Incorporated as of this 27th day of October, 2000. MO ANr ANLEY & COOINCC :'OTED By: %--`. N.1 - Name: olcman Cordell Title: Principal :1t Exhibit A $52,710,000 City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000 CERTIFICATE OF CO -UNDERWRITER The undersigned, a duly authorized representative of Ramirez & Co., Inc., does hereby certify to the City of Miami Beach, Florida (the "City") that: No person has entered into an understanding with Ramirez & Co., Inc., or to the knowledge of Ramirez & Co., Inc., 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 Ramirez & Co., Inc. for the purpose of influencing any transaction in the purchase of the Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in said Bond Purchase Agreement, dated October 27, 2000. IN WITNESS WHEREOF, the undersigned has hereunto set their hands for and on behalf of Ramirez & Co,, Inc. as of this 27th day of October, 2000. ...)...tuoustmulmmluzigc an move By: Managing 13 tor zautwu v lanYIVs t6,zt (tua) 00. 12 .Loo OCT -27-2000 09:43 CENTRAL FAX Exhibit A 2122725239 P.02 552,710,000 City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000 CERTIFICATE OF CO -UNDERWRITER The undersigned, a duly authorized representative of Bear, Sterns & Co. Inc., does hereby certify to thc City of Miami Beach, Florida (the "City") that: No person has entered into an understanding with Bear, Stems & Co. Inc., or to thc knowledge of Bear, Sterns & Co. Inc., 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 Bear, Sterns & Co. Inc. for the purpose of influencing any transaction in the purchase of the Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in said Bond Purchase Agreement, dated October 27, 2000. IN WITNESS WHEREOF, the undersigned has hereunto set their hands for and on behalf of Bear, Sterns & Co. Inc. as of this 27th day of October, 2000. CO. By:"'`lI111 Name: Arthur B. Title: MMM3W4 QiYli9 iW"- r 1TITRI P.02 MAYOR'S CERTIFICATE I, NEISEN O. ICASDIN, Mayor of the City of Miami Beach, Florida (the "City"), DO HEREBY CERTIFY that: 1. Pursuant to Resolution No. 2000-24127 adopted by the Mayor and City Commission of the City (the "Commission") on October 18, 2000 (the "Bond Resolution"), the Commission authorized the issuance of the City's Stormwater Revenue Bonds, Series 2000, in an aggregate principal amount not to exceed $57,500,000 (the "Series 2000 Bonds") for the purposes set forth in the Bond Resolution, set forth certain details with respect to the Series 2000 Bonds and delegated, subject to the limitations contained in the Bond Resolution, certain matters, including the final award of the Series 2000 Bonds, to the Mayor (as defined in the Bond Resolution), in connection with the issuance of the Series 2000 Bonds as evidenced by the Mayor's Certificate (as defined in the Bond Resolution). 2. All terms used herein in capitalized form and not defined are as defined in the Bond Resolution. 3. Pursuant to the authorization contained in the Bond Resolution and the recommendations of the Finance Director and the Financial Advisor, the Series 2000 Bonds are hereby directed to be issued by the City and awarded to the Underwriters upon compliance with the conditions contained in the Bond Resolution and the Bond Purchase Agreement and payment of the purchase price thereof. 4. The Series 2000 Bonds shall be issued in the aggregate principal amount of $52,170,000, shall be dated as of October 1, 2000, shall be Current Interest Bonds, shall have Interest Payment Dates of March 1 and September 1 of each year, commencing March 1, 2001, and shall consist of Serial Bonds and Term Bonds maturing on September 1 of the years, bearing interest at the rates and offered at the initial yields set forth in Schedule A attached hereto. 5. The Tenn Bonds maturing on September 1, 2020, shall be subject to mandatory redemption prior to maturity in part, by lot or by such other manner as the Bond Registrar shall deem appropriate, on September 1, 2018 and on each September 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest to the date fixed for redemption, without premium, from monies representing Amortization Requirements deposited by the City to the credit of the Redemption Subaccount of the Debt Service Account in accordance with Section 505(b) of the Bond Resolution. The Amortization Requirements with respect to each redemption date and with respect to the maturity date shall be as follows: Wemy Mimi. Manx* II 6103v1 Redemption Date Amortization (Sentember 11 Reauirement 2018 $1,825,000 2019 1,920,000 2020* 2,020,000 *Maturity 6. The Term Bonds maturing on September 1, 2025, shall be subject to mandatory redemption prior to maturity in part, by lot or by such other 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 to the date fixed for redemption, without premium, from monies representing Amortization Requirements deposited by the City to the credit of the Redemption Subaccount of the Debt Service Account in accordance with Section 505(b) of the Bond Resolution. The Amortization Requirements with respect to each redemption date and with respect to the maturity date shall be as follows: Redemption Date Amortization (Sentember 11 Reauirement 2021 $2,125,000 2022 2,240,000 2023 2,355,000 2024 2,480,000 2025* 2,610,000 *Maturity 7. The Term Bonds maturing on September 1, 2030, shall be subject to mandatory redemption prior to maturity in part, by lot or by such other manner as the Bond Registrar shall deem appropriate, on September 1, 2026 and on each September 1 thereafter, at a redemption price equal to the principal amount thereof and accrued interest to the date fixed for redemption, without premium, from monies representing Amortization Requirements deposited by the City to the credit of the Redemption Subaccount of the Debt Service Account in accordance with Section 505(b) of the Bond Resolution. The Amortization Requirements with respect to each redemption date and with respect to the maturity date shall be as follows: Redemption Date Amortization (September 11 Reauirement 2026 $2,745,000 2027 2,895,000 2028 3,050,000 2029 3,215,000 2030* 3,390,000 *Maturity 2 Mimi. Document N' 6103v2 8. The Series 2000 Bonds maturing on September 1, 2011, and thereafter shall be subject to redemption prior to their stated dates of maturity, at the option of the City, from any moneys that may be available for such purpose, as a whole or in part on any date on or after September 1, 2010, 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 if less than a full maturity, at the redemption prices set forth below (expressed as percentages of the principal amount of the Series 2000 Bonds to be so redeemed) if redeemed during the following redemption periods plus accrued interest to the date of redemption: Redemption Period (Both Dates Inclusive) September 1, 2010 through August 31, 2011 September 1, 2011 and thereafter Redemption Price 101% 100 9. The purchase price to be paid by the Underwriters to the City for the Series 2000 Bonds shall be $51,156,078.90 (consisting of $52,170,000 principal amount of Bonds less net original issue discount of $667,730.20 and Underwriters' discount of $346,190.90) plus accrued interest from October 1, 2000. The purchase price of the Series 2000 Bonds shall be paid in the manner provided in the Bond Purchase Agreement at closing. The purchase price of the Series 2000 Bonds is 99.34% of the principal amount of the Series 2000 Bonds (not including original issue discount). WITNESS MY HAND this 27th day of October, 2000. Mivm. Dommml6 6103v2 3 NEISEN O. KASDIN, Mayor City of Miami Beach, Florida SCHEDULE A $19,300,000 Serial Bonds Maturity Date Principal Interest (Sentember 11 Amount Rate Yield 2002 $ 835,000 4.500% 4.370% 2003 870,000 4.500 4.420 2004 910,000 4.500 4.480 2005 950,000 4.500 4.530 2006 995,000 4.500 4.580 2007 1,040,000 4.500 4.620 2008 1,085,000 4.600 4.680 2009 1,135,000 4.700 4.730 2010 1,190,000 4.750 4.780 2011 1,245,000 4.800 4.890 2012 1,305,000 5.750 4.940 2013 1,380,000 5.750 5.030 2014 1,460,000 5.750 5.100 2015 1,545,000 5.750 5.170 2016 1,630,000 5.750 5.240 2017 1,725,000 5.750 5.310 $5,765,000 5.250% Tenn Bonds maturing September 1, 2020 — Yield 5.480% $11,810,000 5.250% Term Bonds maturing September 1, 2025 — Yield 5.550% $15,295,000 5.375% Term Bonds maturing September 1, 2030 — Yield 5.580% IT .My Miami, prcumm, N 6101v1